Common use of Borrowing Mechanics Clause in Contracts

Borrowing Mechanics. Loans made as Base Rate Loans on any Funding Date (other than Revolving Loans made pursuant to subsection 3.3B) shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $500,000 in excess of that amount. Loans made on any Funding Date as Eurodollar Rate Loans with a particular Interest Period shall be in an aggregate minimum amount of $2,000,000 and integral multiples of $500,000 in excess of that amount. Whenever Company desires that Lenders make Loans it shall deliver to Administrative Agent a duly executed Notice of Borrowing no later than 1:00 P.M. (New York City time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan) or no later than 1:00 P.M. (New York City time) on the proposed Funding Date (in the case of a Base Rate Loan). Term Loans and Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering a Notice of Borrowing, Company may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Borrowing to Administrative Agent on or before the applicable Funding Date. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer or other person authorized to borrow on behalf of Company or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case in accordance with this Agreement, pursuant to any such telephonic notice Company shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company shall notify Administrative Agent prior to the funding of any Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Loans shall constitute a re-certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable and Company shall be bound to make a borrowing in accordance therewith.

Borrowing Mechanics. Revolving Loans made as Base Rate Loans on any Funding Date (other than Swing Line Loans, Revolving Loans made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(ii) or Revolving Loans made pursuant to subsection 3.3B) shall be in an aggregate minimum amount of $1,000,000 5,000,000 and integral multiples of $500,000 1,000,000 in excess of that amount. Swing Line Loans made on any Funding Date as Eurodollar Rate Loans with a particular Interest Period shall be in an aggregate minimum amount of $2,000,000 1,000,000 and integral multiples of $500,000 in excess of that amount. Whenever Company desires that Lenders make Revolving Loans it shall deliver to Administrative Agent a duly executed Notice of Revolving Borrowing no later than 1:00 P.M. (New York City Minneapolis time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan) or no later than 1:00 P.M. (New York City time) on at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). Term Loans and Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a duly executed Notice of Revolving Borrowing no later than 1:00 P.M. (Minneapolis time) on the proposed Funding Date. Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering a Notice of Revolving Borrowing, Company may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Revolving Borrowing to Administrative Agent on or before the applicable Funding Date. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer or other person authorized to borrow on behalf of Company or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case in accordance with this Agreement, pursuant to any such telephonic notice Company shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company shall notify Administrative Agent prior to the funding of any Revolving Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Revolving Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Revolving Loans shall constitute a re-certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Revolving Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Revolving Borrowing for, or a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewith.

Borrowing Mechanics. Loans made as Base Rate Loans on any Funding Date (other than Revolving Working Capital Loans deemed made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(iv) for the purpose of repaying any Refunded Swing Line Loans or Working Capital Loans made pursuant to subsection 3.3B3.3B for the purpose of reimbursing any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it ("LC REFUNDING LOANS")) shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $500,000 100,000 in excess of that amount. Swing Line Loans made on any Funding Date as Eurodollar Rate Loans with a particular Interest Period shall be in an aggregate minimum amount of $2,000,000 250,000 and integral multiples of $500,000 10,000 in excess of that amount. Whenever Company desires that Lenders make Loans (other than Swing Line Loans or LC Refunding Loans) it shall deliver to Administrative Agent a duly executed Notice of Borrowing no later than 1:00 P.M. 12:00 Noon (New York City Chicago time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan, other than Eurodollar Loans to be made on the Closing Date or the Merger Date, if the Merger Date occurs on or prior to three Business Days after the Closing Date) or no later than 1:00 P.M. 12:00 Noon (New York City Chicago time) on the proposed Funding Date (in the case of a Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a Notice of Borrowing no later than 12:00 Noon (Chicago time) on the proposed Funding Date. The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount and type of Loans requested, (iii) in the case of Swing Line Loans, that such Loans shall be Base Rate Loans, (iv) in the case of any other Loans, whether such Loans shall be Base Rate Loans or Eurodollar Rate Loans, and (v) in the case of any Loans requested to be made as Eurodollar Rate Loans, the initial Interest Period requested therefor. Term Loans and Revolving Working Capital Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering a the above-described Notice of Borrowing, Company may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided PROVIDED that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Borrowing to Administrative Agent on or before the applicable Funding Date. Any Loans made on the Closing Date and on the Merger Date (if the Merger Date occurs on or prior to three Business Days after the Closing Date) may be Eurodollar Loans regardless of whether this Agreement has been executed at least three Business Days prior to such date and so long as Company has delivered a Notice of Borrowing with respect thereto on or prior to three Business Days prior to such date and has also delivered an indemnity agreement covering broken funding losses in form and substance reasonably satisfactory to Agents. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer a duly authorized officer or other person authorized to borrow on behalf of Company or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D2.1B, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case Lenders in accordance with this Agreement, Agreement pursuant to any such telephonic notice Company shall have effected borrowed Loans or a conversion or continuation, as the case may be, hereunder. Company shall notify Administrative Agent prior to the funding of any Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Borrowing as being true and correct on any applicable Funding Date is no longer not true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Loans shall constitute a re-certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of BorrowingBorrowing as being true and correct on such Funding Date. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing in accordance therewiththerewith or to pay the amounts payable pursuant to Section 2.6D as a result of the failure to make such borrowing.

Borrowing Mechanics. Except for Revolving Loans made as Base Rate on the Closing Date, Revolving Loans made on any Funding Date (other than shall be in an aggregate minimum amount of $500,000 and integral multiples of $100,000 in excess of that amount; PROVIDED that Revolving Loans made pursuant to subsection 3.3B) on any Funding Date as LIBOR Loans with a particular Interest Period shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $500,000 in excess of that amount. Loans made on any Funding Date as Eurodollar Rate Loans with a particular Interest Period shall be in an aggregate minimum amount of $2,000,000 and integral multiples of $500,000 100,000 in excess of that amount. Whenever Company Borrower desires that Lenders make Revolving Loans it shall deliver to Administrative Agent a duly executed Notice of Borrowing no later than 1:00 P.M. 10:00 A.M. (New York City time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate LIBOR Loan) or no later than 1:00 P.M. (New York City time) 10:00 a.m. on the proposed Funding Date (in the case of a Base Rate Loan). Term The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount and Type of Loans requested, (iii) in the case of any Loans made on the Closing Date, that such Loans shall be Base Rate Loans, (iv) in the case of Revolving Loans not made on the Closing Date, whether such Loans shall be Base Rate Loans or LIBOR Loans, (v) in the case of any Loans requested to be made as LIBOR Loans, the initial Interest Period requested therefor, and (vi) information about the account of Borrower to be credited. Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate LIBOR Loans in the manner provided in subsection 2.2D. In lieu of delivering a the above-described Notice of BorrowingBorrowing for any Loan, Company Borrower may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided PROVIDED that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Borrowing to Administrative Agent at Administrative Agent's Office no later than 2:00 p.m. (New York City time) on or before the applicable Funding Datedate such notice was given. Neither Administrative Agent Agent, nor any Lender shall incur any liability to Company Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an a duly authorized Officer or other person authorized to borrow on behalf of Company Borrower or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D2.1B, and upon funding of Revolving Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case Lenders in accordance with this Agreement, Agreement pursuant to any such telephonic notice Company Borrower shall have effected Revolving Loans or a conversion or continuation, as the case may be, hereunder. Company Borrower shall notify Administrative Agent prior to the funding of any Revolving Loans in the event that if any of the matters to which Company Borrower is required to certify in the applicable Notice of Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company Borrower of the proceeds of any Revolving Loans shall constitute a re-certification by CompanyBorrower, as of the applicable Funding Date, as to the matters to which Company Borrower is required to certify in the applicable Notice of Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for a Eurodollar Rate LIBOR Loan (or telephonic notice in lieu thereof) shall be irrevocable once Administrative Agent receives such notice, and Company Borrower shall be bound to make a borrowing in accordance therewith.

Borrowing Mechanics. Revolving Loans made as Base Rate Loans on any Funding Date (other than Revolving Loans made pursuant to subsection 3.3B) shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $500,000 in excess of that amount. ; provided that Revolving Loans made on any Funding Date as Eurodollar Rate Loans with a particular Interest Period shall be (i) if denominated in U.S. Dollars, in an aggregate minimum amount of $2,000,000 and integral multiples of $500,000 250,000 in excess of that amount or (ii) if denominated in an Approved Foreign Currency, in an aggregate minimum amount equal to the Approved Foreign Currency equivalent of $2,000,000 and multiples of approximately $250,000 in excess of that amount. Whenever Company Borrower desires that Lenders make Loans it Revolving Loans, Borrower shall deliver to Administrative Agent a duly executed Notice of Borrowing no later than 1:00 P.M. 12:00 noon (New York City time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan) or no later than 1:00 P.M. (New York City time) Loan denominated in U.S. Dollars), on the proposed Funding Date (in the case of a Base Rate Loan), or at least four Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan denominated in an Approved Foreign Currency). Term Loans and Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering a Notice of Borrowing, Company Borrower may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Borrowing to Administrative Agent on or before the applicable Funding Date. Neither Administrative Agent nor any Lender shall incur any liability to Company Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer a duly authorized officer or other person authorized to borrow on behalf of Company Borrower or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D, and upon funding of Loans by Daily Funding Lender and/or Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case in accordance with this Agreement, pursuant to any such telephonic notice Company Borrower shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company Borrower shall notify Administrative Agent prior to the funding of any Loans in the event that any of the matters to which Company Borrower is required to certify in the applicable Notice of Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company Borrower of the proceeds of any Loans shall constitute a re-certification by CompanyBorrower, as of the applicable Funding Date, as to the matters to which Company Borrower is required to certify in the applicable Notice of Borrowing. Except as otherwise provided in subsections 2.1C, 2.6B, 2.6C and 2.6G, a Notice of Borrowing for, or a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and Company after the related Interest Rate Determination Date, and Borrower shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewith.

Borrowing Mechanics. Tranche A Term Loans, Tranche B Term Loans or Tranche C Term Loans made on any Funding Date as Base Rate Loans on any Funding Date or as LIBOR Loans with a particular Interest Period shall be in an aggregate minimum amount of $5,000,000 and integral multiples of $500,000 in excess of that amount. Revolving Loans (other than Revolving Loans made pursuant to a request by Swing Line Lender pursuant to subsection 3.3B2.1A(v) for the purpose of repaying any Refunded Swing Line Loans or Revolving Loans made pursuant to subsection 3.3B for the purpose of reimbursing any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it) made on any Funding Date shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $500,000 100,000 in excess of that amount. Swing Line Loans made on any Funding Date as Eurodollar Rate Loans with a particular Interest Period shall be in an aggregate minimum amount of $2,000,000 500,000 and integral multiples of $500,000 100,000 in excess of that amount. Whenever Company desires that Lenders make Term Loans or Revolving Loans to Company it shall deliver to Administrative Agent a duly executed Notice of Borrowing no later than 1:00 P.M. 11:00 A.M. (New York City time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate LIBOR Loan) or at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a Notice of Borrowing no later than 1:00 P.M. (New York City time) on the proposed Funding Date. The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount and type of Loans requested, (iii) in the case of a Swing Line Loans and any Loans made on the Closing Date, that such Loans shall be Base Rate Loan)Loans, (iv) in the case of Delayed-Draw Term Loans and Revolving Loans not made on the Closing Date, whether such Loans shall be Base Rate Loans or LIBOR Loans, and (v) in the case of any Loans requested to be made as LIBOR Loans, the initial Interest Period requested therefor. Term Loans and Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate LIBOR Loans in the manner provided in subsection 2.2D. In lieu of delivering a the above-described Notice of Borrowing, Company may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided PROVIDED that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Borrowing to Administrative Agent on or before the applicable Funding Date. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer a duly authorized officer or other person authorized to borrow on behalf of Company or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D2.1B, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case Lenders in accordance with this Agreement, Agreement pursuant to any such telephonic notice Company shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company shall notify Administrative Agent prior to the funding of any Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Loans shall constitute a re-certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable and Company shall be bound to make a borrowing in accordance therewith.

Borrowing Mechanics. Loans made as Base Rate Loans on any Funding Date (other than Revolving Loans made pursuant to subsection 3.3B) shall be in an aggregate minimum amount of $1,000,000 __________ and integral multiples of $500,000 in excess of that amount. Loans made on any Funding Date as Eurodollar Rate Loans with a particular Interest Period shall be in an aggregate minimum amount of $2,000,000 and integral multiples of $500,000 __________ in excess of that amount. Whenever Company desires that Lenders make Term Loans or Revolving Loans it shall deliver to Administrative Agent a duly executed Notice of Borrowing no later than 1:00 P.M. 10:00 a.m. (New York City time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan) or no later than 1:00 P.M. (New York City time) on at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). Term Loans and Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. 2.2(d). In lieu of delivering a Notice of Borrowing, Company may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B2.1(b); provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Borrowing to Administrative Agent on or before the applicable Funding Date. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer or other person authorized to borrow on behalf of Company or for otherwise acting in good faith under this subsection 2.1B 2.1(b) or under subsection 2.2D2.2(d), and upon funding of Loans by LendersXxxxxxx, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D2.2(d), in each case in accordance with this Agreement, pursuant to any such telephonic notice Company shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company shall notify Administrative Agent prior to the funding of any Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Loans shall constitute a re-certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Borrowing. Except as otherwise provided in subsections 2.6B2.6(b), 2.6C 2.6(c) and 2.6G2.6(g), a Notice of Borrowing for, or a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewith.

Borrowing Mechanics. Loans made as Base Rate Loans on any Funding Date (other than Swing Line Loans, Revolving Loans made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(ii) or Revolving Loans made pursuant to subsection 3.3B) shall be in an aggregate minimum amount of $1,000,000 500,000 and integral multiples of $500,000 100,000 in excess of that amount. Swing Line Loans made on any Funding Date as Eurodollar Rate Loans with a particular Interest Period shall be in an aggregate minimum amount of $2,000,000 500,000 and integral multiples of $500,000 100,000 in excess of that amount. Whenever Company desires that Lenders make Revolving Loans it shall deliver to Administrative Agent a duly executed Notice of Borrowing no later than 1:00 P.M. 10:00 A.M. (New York City San Francisco time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan) or no later than 1:00 P.M. (New York City time) on at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). Term Loans and Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a duly executed Notice of Borrowing no later than 10:00 A.M. (San Francisco time) on the proposed Funding Date. Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering a Notice of Borrowing, Company may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Borrowing to Administrative Agent on or before the applicable Funding Date. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer or other person Person authorized to borrow on behalf of Company or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case in accordance with this Agreement, pursuant to any such telephonic notice Company shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company shall notify Administrative Agent prior to the funding of any Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Loans shall constitute a re-certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for, or a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewith.. EXECUTION VERSION

Borrowing Mechanics. Term Loans or Revolving Loans made as Base Rate Loans on any Funding Date (other than Revolving Loans made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(iii) or Revolving Loans made pursuant to subsection 3.3B) shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $500,000 in excess of that amount. Term Loans or Revolving Loans made on any Funding Date as Eurodollar Rate Loans with a particular Interest Period shall be in an aggregate minimum amount of $2,000,000 1,000,000 and integral multiples of $500,000 in excess of that amount. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $500,000 and multiples of $100,000 in excess of that amount. Whenever Company desires that Lenders make Term Loans or Revolving Loans it shall deliver to Administrative Agent a duly executed Notice of Borrowing no later than 1:00 P.M. 10:00 a.m. (New York City time) (x) in the case of the initial funding, at least one Business Day in advance of the proposed Funding Date and (y) in the case of all other fundings, at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan) or no later than 1:00 P.M. (New York City time) on at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Swing Line Lender at the Swing Line Funding and Payment Office a duly executed Notice of Borrowing no later than 12:00 Noon (New York City time) on the proposed Funding Date. Term Loans and Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering a Notice of Borrowing, Company may give Administrative Agent (or in the case of Swing Line Loans, Swing Line Lender and Administrative Agent), as applicable, telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Borrowing to Administrative Agent (or Swing Line Lender in the case of Swing Line Loans) on or before the applicable Funding Date. Neither Administrative Agent nor any Lender (including Swing Line Lender) shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent (or Swing Line Lender, as applicable) believes in good faith to have been given by an Officer or other person authorized to borrow on behalf of Company or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case in accordance with this Agreement, pursuant to any such telephonic notice Company shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company shall notify Administrative Agent (or, in the case of Swing Line Loans, Swing Line Lender and Administrative Agent) prior to the funding of any Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Loans shall constitute a re-certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable and Company shall be bound to make a borrowing in accordance therewith.

Borrowing Mechanics. Term Loans and Revolving Loans made as Base Rate Loans on any Funding Date (other than Revolving Loans made pursuant to subsection 3.3B3.3B for the purpose of reimbursing the L/C Issuer for the amount of a drawing under a Letter of Credit issued by it) shall be in an aggregate minimum amount of Five Hundred Thousand Dollars ($1,000,000 and integral multiples of $500,000 in excess of 500,000); provided that amount. Term Loans or Revolving Loans made on any Funding Date as Eurodollar LIBOR Rate Loans with a particular Interest Period shall be in an aggregate minimum amount of Five Hundred Thousand Dollars ($2,000,000 500,000) and integral multiples of One Hundred Thousand Dollars ($500,000 100,000) in excess of that amount. Whenever Company Borrower desires that Lenders make Term Loans or Revolving Loans it shall deliver to Administrative Agent a duly executed Notice of Borrowing no later than 1:00 P.M. (New York City time) at least three (3) Business Days in advance of the proposed Funding Date (in the case of a Eurodollar LIBOR Rate Loan) or no later than 1:00 P.M. at least one (New York City time1) on Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). The Notice of Borrowing shall be in writing and specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount and type of Loans requested, (iii) whether such Loans shall be Base Rate Loans or LIBOR Rate Loans, and (iv) in the case of any Loans requested to be made as LIBOR Rate Loans, the initial Interest Period requested therefor. Term Loans and Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar LIBOR Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering a the above-described Notice of Borrowing, Company Borrower may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Borrowing to Administrative Agent on or within one Business Day and before the applicable Funding Date; provided further that failure to give such written notice shall not affect the validity of such telephonic notice. Neither Administrative Agent nor any Lender shall incur any liability to Company Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer a duly authorized officer or other person authorized to borrow on behalf of Company Borrower or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D2.1B, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case Lenders in accordance with this Agreement, Agreement pursuant to any such telephonic notice Company Borrower shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company Borrower shall notify Administrative Agent prior to the funding of any Loans in the event that any of the matters to which Company Borrower is required to certify in the applicable Notice of Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company Borrower of the proceeds of any Loans shall constitute a re-certification by CompanyBorrower, as of the applicable Funding Date, as to the matters to which Company Borrower is required to certify in the applicable Notice of Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for a Eurodollar LIBOR Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and Company after the related Interest Rate Determination Date, and Borrower shall be bound to make a borrowing in accordance therewith.

Borrowing Mechanics. Loans made as Base Rate Loans on any Funding Date (other than Swing Line Loans, Revolving Loans made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(iii) or Revolving Loans made pursuant to subsection 3.3B) shall be in an aggregate minimum amount of $1,000,000 500,000 and integral multiples of $500,000 100,000 in excess of that amount. ; provided that Loans made on any Funding Date as Eurodollar Eurocurrency Rate Loans with a particular Interest Period shall be in an aggregate minimum amount of $2,000,000 5,000,000 and integral multiples of $1,000,000 in excess of that amount. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $500,000 and multiples of $100,000 in excess of that amount. Whenever Company a Borrower desires that Lenders make Loans it Revolving Loans, the applicable Borrower shall deliver to Administrative Agent a duly executed Notice of Borrowing no later than 12:00 Noon (New York City time) at least (i) three (3) Business Days in advance of the proposed Funding Date (in the case of a Eurocurrency Rate Loan denominated in Dollars), (ii) four (4) Business Days (or five (5) Business Days in the case of a Special Notice Currency) in advance of the proposed Funding Date in the case of a Eurocurrency Rate Loan denominated in an Alternative Currency, and (iii) on the proposed Funding Date (in the case of a Base Rate Loan) or, in the case of clauses (i), (ii) and (iii), such shorter period as approved by the Administrative Agent. Whenever Company desires that Swing Line Lender make a Swing Line Loan, Company shall deliver to Administrative Agent a duly executed Notice of Borrowing no later than 1:00 P.M. (New York City time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan) or no later than 1:00 P.M. (New York City time) on the proposed Funding Date (in the case of a Base Rate Loan)Date. Term Loans and Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Eurocurrency Rate Loans in the manner provided in subsection 2.2D. If a Borrower fails to specify in the Notice of Borrowing whether the requested Loan shall be a Base Rate Loan or Eurocurrency Rate Loan, then the applicable Loans shall be made as Base Rate Loans. In lieu of delivering a Notice of Borrowing, Company the applicable Borrower may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Borrowing to Administrative Agent on or before the applicable Funding Date. Neither Administrative Agent nor any Lender shall incur any liability to Company the Borrowers in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer or other person authorized to borrow on behalf of Company or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case in accordance with this Agreement, pursuant to any such telephonic notice Company shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company shall notify Administrative Agent prior to the funding of any Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Loans shall constitute a re-certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C 2.6C, 2.6D and 2.6G, a Notice of Borrowing for, or a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Eurocurrency Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewith. During the existence of an Event of Default, no Loan may be requested as a Eurocurrency Rate Loan (whether in Dollars or any Alternative Currency) without the consent of the Required Lenders. For the avoidance of doubt, Co-Borrower shall not have any liability for any obligations of Company under the Loan Documents.

Borrowing Mechanics. Revolving Loans made as Base Rate Loans on any Funding Date (other than Revolving Loans made pursuant to subsection 3.3B) shall be in an aggregate minimum amount of $1,000,000 200,000 and integral multiples of $500,000 100,000 in excess of that amount (or, if the amount of the Revolving Loan Commitments unfunded and available for borrowing is less than such aggregate minimum amount. , an amount equal to the amount of the Revolving Loan Commitments unfunded and available for borrowing); provided that Revolving Loans made on any Funding Date as Eurodollar Rate Loans with a particular Interest Period shall be in an aggregate minimum amount of $2,000,000 500,000 and integral multiples of $500,000 200,000 in excess of that amount. Whenever Company desires Borrowers desire that Lenders make Revolving Loans it they shall deliver to Administrative Agent a duly executed Notice of Borrowing no later than 1:00 P.M. 10:00 A.M. (New York City Chicago time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan) or no later than 1:00 P.M. (New York City time) on at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). Term Loans and Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering a Notice of Borrowing, Company Borrowers may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Borrowing to Administrative Agent on or before the applicable Funding Date. Neither Administrative Agent nor any Lender shall incur any liability to Company any Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer or other person authorized to borrow on behalf of Company a Borrower or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D, and upon funding of Revolving Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Revolving Loans pursuant to subsection 2.2D, in each case in accordance with this Agreement, pursuant to any such telephonic notice Company Borrowers shall have effected Revolving Loans or a conversion or continuationcontinuation thereof, as the case may be, hereunder. Company Borrowers shall notify Administrative Agent prior to the funding of any Revolving Loans in the event that any of the matters to which Company is Borrowers are required to certify in the applicable Notice of Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company Borrowers of the proceeds of any Revolving Loans shall constitute a re-certification by CompanyBorrowers, as of the applicable Funding Date, as to the matters to which Company is Borrowers are required to certify in the applicable Notice of Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for, or a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and Company after the related Interest Rate Determination Date, and Borrowers shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewith. Notwithstanding the foregoing provisions of this subsection 2.1B, no Eurodollar Rate Loans may be made and no Base Rate Loan may be converted into a Eurodollar Rate Loan until the third Business Day after the Closing Date.

Borrowing Mechanics. Loans made as Base Rate Loans on any Funding Date (other than Swing Line Loans, Revolving Loans made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(iii) or Revolving Loans made pursuant to subsection 3.3B) shall be in an aggregate minimum amount of $1,000,000 500,000 and integral multiples of $500,000 100,000 in excess of that amount. ; provided that Loans made on any Funding Date as Eurodollar Rate Loans with a particular Interest Period shall be in an aggregate minimum amount of $2,000,000 1,000,000 and integral multiples of $100,000 in excess of that amount. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $500,000 and multiples of $100,000 in excess of that amount. Whenever Company desires that Lenders make Term Loans or Revolving Loans it shall deliver to Administrative Agent a duly executed Notice of Borrowing no later than 1:00 P.M. 12:00 Noon (New York City time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan) or no later than 1:00 P.M. (New York City time) on at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a duly executed Notice of Borrowing no later than 11:00 A.M. (New York City time) on the proposed Funding Date. Term Loans and Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering a Notice of Borrowing, Company may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Borrowing to Administrative Agent on or before the applicable Funding Date. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer or other person authorized to borrow on behalf of Company or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case in accordance with this Agreement, pursuant to any such telephonic notice Company shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company shall notify Administrative Agent prior to the funding of any Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Loans shall constitute a re-certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for, or a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewith. Notwithstanding the foregoing provisions of this subsection 2.1B, no Eurodollar Rate Loans may be made and no Base Rate Loan may be converted into a Eurodollar Rate Loan until the earlier of the fifteenth Business Day after the Closing Date and the date specified by Administrative Agent to Company on which the primary syndication of the Loans has been completed.

Borrowing Mechanics. Except for Revolving Loans made as Base Rate on the Closing Date, Revolving Loans made on any Funding Date (other than Revolving Loans made pursuant to a request by Swing Line Lender pursuant to subsection 3.3B2.1A(iii) for the purpose of repaying any Refunded Swing Line Loans or Revolving Loans made pursuant to subsection 3.3B for the purpose of reimbursing any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it) shall be in an aggregate minimum amount of $150,000 and integral multiples of $50,000 in excess of that amount; provided that Revolving Loans made on any Funding Date as LIBOR Loans with a particular Interest Period shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $500,000 100,000 in excess of that amount. Loans Any Swing Line Loan made on any Funding Date as Eurodollar Rate Loans with a particular Interest Period shall be in an aggregate a minimum amount of $2,000,000 100,000 and integral multiples of $500,000 50,000 in excess of that amount. Whenever Company Borrower desires that Lenders make Revolving Loans it shall deliver a Notice of Borrowing to Administrative Agent a duly executed Notice of Borrowing no later than 1:00 P.M. 11:00 A.M. (New York City time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate LIBOR Loan) or at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). Whenever Borrower desires that Swing Line Lender make a Swing Line Loan, it shall deliver a Notice of Borrowing to Administrative Agent no later than 1:00 P.M. (New York City time) on the proposed Funding Date. The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount and Type of Loans requested, (iii) in the case of a Swing Line Loans and any Loans made on the Closing Date, that such Loans shall be Base Rate Loan)Loans, (iv) in the case of Revolving Loans not made on the Closing Date, whether such Loans shall be Base Rate Loans or LIBOR Loans, (v) in the case of any Loans requested to be made as LIBOR Loans, the initial Interest Period requested therefore, and (vi) information about the account of Borrower to be credited. Term Loans and Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate LIBOR Loans in the manner provided in subsection 2.2D. In lieu of delivering a the above-described Notice of Borrowing, Company Borrower may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Borrowing to Administrative Agent on or before the applicable Funding Datedate such notice was given. Neither Administrative Agent nor any Lender shall incur any liability to Company Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer a duly authorized officer or other person authorized to borrow on behalf of Company Borrower or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D2.1B, and upon funding of Revolving Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case Lenders in accordance with this Agreement, Agreement pursuant to any such telephonic notice Company Borrower shall have effected Revolving Loans or a conversion or continuation, as the case may be, hereunder. Company Borrower shall notify Administrative Agent prior to the funding of any Revolving Loans in the event that any of the matters to which Company Borrower is required to certify in the applicable Notice of Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company Borrower of the proceeds of any Revolving Loans shall constitute a re-certification by CompanyBorrower, as of the applicable Funding Date, as to the matters to which Company Borrower is required to certify in the applicable Notice of Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for a Eurodollar Rate LIBOR Loan (or telephonic notice in lieu thereof) shall be irrevocable once Administrative Agent receives such notice, and Company Borrower shall be bound to make a borrowing in accordance therewith.

Borrowing Mechanics. Tranche A Term Loans, Tranche B Term Loans or Revolving Loans made as Base Rate Loans on any Funding Date (other than Revolving Loans made pursuant to a request by Swing Line Lender pursuant to subsection 3.3B2.1A(iv) for the purpose of repaying any Refunded Swing Line Loans or Revolving Loans made pursuant to subsection 3.3B for the purpose of reimbursing any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it) shall be in an aggregate minimum amount of $1,000,000 500,000 and integral multiples of $500,000 100,000 in excess of that amount. Swing Line Loans made on any Funding Date as Eurodollar Rate Loans with a particular Interest Period shall be in an aggregate minimum amount of $2,000,000 250,000 and integral multiples of $500,000 50,000 in excess of that amount. Whenever Company desires that Lenders make Term Loans or Revolving Loans it shall deliver to Administrative Agent a duly executed Notice of Borrowing no later than 1:00 P.M. 10:00 A.M. (New York City San Francisco time) at least three Eurodollar Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan) or no later than 1:00 P.M. (New York City time) on at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a Notice of Borrowing no later than 10:00 A.M. (San Francisco time) on the proposed Funding Date. The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount and type of Loans requested, (iii) in the case of Swing Line Loans and any Loans made on the Closing Date, that such Loans shall be Base Rate Loans, (iv) in the case of Revolving Loans not made on the Closing Date, whether such Loans shall be Base Rate Loans or Eurodollar Rate Loans, and (v) in the case of any Loans requested to be made as Eurodollar Rate Loans, the initial Interest Period requested therefor. Term Loans and Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering a the above-described Notice of Borrowing, Company may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall be -------- promptly confirmed in writing by delivery of a duly executed Notice of Borrowing to Administrative Agent on or before the applicable Funding Date. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer a duly authorized officer or other person authorized to borrow on behalf of Company or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2DCompany, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case Lenders in accordance with this Agreement, Agreement pursuant to any such telephonic notice Company shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company shall notify Administrative Agent prior to the funding of any Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Loans shall constitute a re-certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing in accordance therewith.

Borrowing Mechanics. Loans made as Base Rate Loans on any Funding On each occasion occurring prior to the date ten (10) Business Days prior to the Delayed-Draw Term Loan Commitment Termination Date (other than and at least 30 days after the immediately preceding date of a Delayed-Draw Term Loan borrowing, if any) that either (x) the aggregate principal amount of Revolving Loans made pursuant equals or exceeds $20,000,000 (or the remaining amount of the Delayed-Draw Term Loan Committed Amount, if less) or (y) the Borrower delivers to subsection 3.3B) the Administrative Agent a Delayed-Draw Term Loan Borrowing Request for a Delayed-Draw Term Loan of at least $10,000,000 (or an integral multiple of $1,000,000 in excess thereof), the Borrower shall be deemed to have requested a Delayed-Draw Term Loan borrowing (which request shall be irrevocable) to refinance such Revolving Loans (A) in an aggregate minimum principal amount of $1,000,000 equal to the Revolving Loans outstanding on the date such borrowing request is deemed to have been made, (B) to be funded on the date ten (10) Business Days thereafter (or such later date as the Fronting Bank and integral multiples of $500,000 in excess of that amount. Loans made on any Funding Date as Eurodollar Rate Loans with a particular Interest Period shall be in an aggregate minimum amount of $2,000,000 and integral multiples of $500,000 in excess of that amount. Whenever Company desires that Lenders make Loans it shall deliver to the Administrative Agent may agree with the Borrower in order to minimize the incurrence of costs by the Borrower pursuant to Section 3.12(a) in connection with such borrowing) and (C) unless the Borrower shall specify otherwise in a duly executed Notice of Borrowing no written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent not later than 1:00 P.M. 12:00 Noon (New York City time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan) or no later than 1:00 P.M. (New York City Charlotte, North Carolina time) on the proposed Funding Date (in third Business Day prior to the case date of the applicable borrowing, to consist of a Base Rate Loan. The Administrative Agent shall give notice (a "Delayed-Draw Term Loan Funding Notice") to the Fronting Bank and each affected Lender promptly upon the occurrence of any request or deemed request for a Delayed-Draw Term Loan pursuant to this Section 2.3(b)(i). , specifying the aggregate principal amount of such Delayed-Draw Term Loans and Revolving Loans may Loan, whether such Delayed-Draw Term Loan shall be continued as or converted into comprised of Base Rate Loans and Loans, Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering a Notice of Borrowing, Company may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Borrowing to Administrative Agent on or before the applicable Funding Date. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer or other person authorized to borrow on behalf of Company or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case in accordance with this Agreement, pursuant to any such telephonic notice Company shall have effected Loans or a conversion or continuationcombination thereof, as and if Eurodollar Loans are requested, the case may be, hereunder. Company shall notify Administrative Agent prior to Interest Period(s) therefor and the funding portion of any Loans in the event that any of the matters to such Delayed-Draw Term Loan which Company each such Lender is required to certify in the applicable Notice of Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Loans shall constitute a re-certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable and Company shall be bound to make a borrowing in accordance therewithpurchase.

Borrowing Mechanics. Revolving Loans made as Base Rate Loans on any Funding Date (other than Revolving Loans made pursuant to subsection 3.3B) shall be in an aggregate minimum amount of $1,000,000 and integral multiples 3,000,000 in increments of $500,000 in excess of that amount. Loans made on any Funding Date 100,000 (except for such lesser amounts as Eurodollar Rate Loans with a particular Interest Period shall may be in an aggregate minimum amount of $2,000,000 and integral multiples of $500,000 in excess of that amountrequired pursuant to subsection 2.9C). Whenever the Company desires that the Lenders make Revolving Loans it shall deliver (which delivery may be made by telecopier, promptly followed by delivery by overnight courier) to Administrative the Agent a duly executed Notice of Borrowing no later than 1:00 P.M. 9:00 a.m. (New York City Los Angeles time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate LoanLoans) or no later than 1:00 P.M. (New York City time) on the proposed Funding Date (in the case of a Base Rate LoanLoans). Term The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount of Revolving Loans requested, (iii) whether such Revolving Loans shall be Base Rate Loans or Eurodollar Rate Loans and (iv) in the case of any loans requested to be made as Eurodollar Rate Loans, the initial Interest Period requested therefor. Revolving Loans and Term Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering a Notice of Borrowing, Company may give Administrative Agent telephonic notice by Neither the required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Borrowing to Administrative Agent on or before the applicable Funding Date. Neither Administrative Agent nor any Lender shall incur any liability to the Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an a Responsible Officer or other person authorized to borrow on behalf of the Company or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D2.1B, and upon funding of Revolving Loans by Lenders, the Lenders to the Agent and upon conversion or continuation the funding of such Revolving Loans by the applicable basis for determining Agent to the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case Company in accordance with this Agreement, Agreement pursuant to any such telephonic notice the Company shall have effected the borrowing of Revolving Loans or a conversion or continuation, as the case may be, hereunder. The Company shall notify Administrative the Agent prior to the funding of any Loans in the event that any of the matters to which the Company is required to certify in the applicable Notice of Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by the Company of the proceeds of any Revolving Loans shall constitute a re-certification by the Company, as of the applicable Funding Date, as to the matters to which the Company is required to certify in the applicable Notice of Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and the Company shall be bound to make a borrowing in accordance therewith.

Borrowing Mechanics. Term Loans or Revolving Loans made as Base Rate Loans on any Funding Date (other than Revolving Loans made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(iii) or Revolving Loans made pursuant to subsection 3.3B) shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $500,000 in excess of that amount. Term Loans or Revolving Loans made on any Funding Date as Eurodollar Rate Loans with a particular Interest Period shall be in an aggregate minimum amount of $2,000,000 1,000,000 and integral multiples of $500,000 in excess of that amount. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $500,000 and multiples of $100,000 in excess of that amount. Whenever Company desires that Lenders make Term Loans or Revolving Loans, it shall deliver to Administrative Agent a duly executed Notice of Borrowing no later than 1:00 P.M. 11:00 A.M. (New York City time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan) or no later than 1:00 P.M. (New York City time) on at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Swing Line Lender at the Swing Line Funding and Payment Office a duly executed Notice of Borrowing no later than 12:00 Noon (New York City time) on the proposed Funding Date. Term Loans and or Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering a Notice of Borrowing, Company may give Administrative Agent (or in the case of Swing Line Loans, Swing Line Lender and Administrative Agent) telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Borrowing to Administrative Agent (or Swing Line Lender and Administrative Agent in the case of Swing Line Loans) on or before the applicable Funding Date. Neither Administrative Agent nor any Lender (including Swing Line Lender) shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent (or Swing Line Lender and Administrative Agent, as applicable) believes in good faith to have been given by an Officer or other person authorized to borrow on behalf of Company or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D, and upon 2.2D. Upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case in accordance with this Agreement, pursuant to any such telephonic notice notice, Company shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company shall notify Administrative Agent (or, in the case of Swing Line Loans, Swing Line Lender and Administrative Agent) prior to the funding of any Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Loans shall constitute a re-certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable and Company shall be bound to make a borrowing in accordance therewith. Notwithstanding the foregoing provisions of this subsection 2.1B, no Eurodollar Rate Loans with an Interest Period longer than one month may be made and no Base Rate Loan may be converted into a Eurodollar Rate Loan with an Interest Period longer than one month until the earlier of the 90th day after the Closing Date and the date specified by Administrative Agent to Company on which the primary syndication of the Loans has been completed, with the first such Interest Period to begin not sooner than three Business Days (nor later than five Business Days) after the Closing Date and with any subsequent Interest Periods to begin on the last day of the prior one-month Interest Period theretofore in effect.

Borrowing Mechanics. Tranche A Term Loans or Tranche B Term Loans made on any Funding Date as Base Rate Loans on any Funding Date or as LIBOR Loans with a particular Interest Period shall be in an aggregate minimum amount of $2,500,000 and integral multiples of $250,000 in excess of that amount. Revolving Loans (other than Revolving Loans made pursuant to a request by Swing Line Lender pursuant to subsection 3.3B2.1A(iv) for the purpose of repaying any Refunded Swing Line Loans or Revolving Loans made pursuant to subsection 3.3B for the purpose of reimbursing any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it) made on any Funding Date shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $500,000 100,000 in excess of that amount. Swing Line Loans made on any Funding Date as Eurodollar Rate Loans with a particular Interest Period shall be in an aggregate minimum amount of $2,000,000 250,000 and integral multiples of $500,000 100,000 in excess of that amount. Whenever Company Borrower desires that Lenders make Term Loans or Revolving Loans to Borrower it shall deliver to Administrative Agent a duly executed Notice of Borrowing no later than 1:00 P.M. 11:00 A.M. (New York City Boston, Massachusetts time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate LIBOR Loan) or no later than 1:00 P.M. (New York City time) on at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). Whenever Borrower desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a Notice of Borrowing no later than 1:00 P.M. (Boston, Massachusetts time) on the proposed Funding Date. The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount and Type of Loans requested, (iii) in the case of Swing Line Loans and any Loans made on the Closing Date, that such Loans shall be Base Rate Loans, (iv) in the case of Revolving Loans not made on the Closing Date, whether such Loans shall be Base Rate Loans or LIBOR Loans, and (v) in the case of any Loans requested to be made as LIBOR Loans, the initial Interest Period requested therefor. Term Loans and Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate LIBOR Loans in the manner provided in subsection 2.2D. In lieu of delivering a the above-described Notice of Borrowing, Company Borrower may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided PROVIDED that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Borrowing to Administrative Agent on or before the applicable Funding Date. Neither Administrative Agent nor any Lender shall incur any liability to Company Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer a duly authorized officer or other person authorized to borrow on behalf of Company Borrower or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D2.1B, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case Lenders in accordance with this Agreement, Agreement pursuant to any such telephonic notice Company Borrower shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company Borrower shall notify Administrative Agent prior to the funding of any Loans in the event that any of the matters to which Company Borrower is required to certify in the applicable Notice of Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company Borrower of the proceeds of any Loans shall constitute a re-certification by CompanyBorrower, as of the applicable Funding Date, as to the matters to which Company Borrower is required to certify in the applicable Notice of Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable and Company shall be bound to make a borrowing in accordance therewith.

Borrowing Mechanics. Term Loans or Revolving Loans (including any such Loans made as Base Eurodollar Rate Loans with a particular Interest Period) made on any Funding Date (other than Revolving Loans made pursuant to a request by Swing Line Lender pursuant to subsection 3.3B2.1A(iii) for the purpose of repaying any Refunded Swing Line Loans or Revolving Loans made pursuant to subsection 3.3B for the purpose of reimbursing any Issuing Lender for the amount of a drawing or payment under a Letter of Credit issued by it) shall be in an aggregate minimum amount of $1,000,000 500,000 and integral multiples of $500,000 250,000 in excess of that amount. Swing Line Loans made on any Funding Date as Eurodollar Rate Loans with a particular Interest Period shall be in an aggregate minimum amount of $2,000,000 250,000 and integral multiples of $500,000 100,000 in excess of that amount. Whenever Company desires that Lenders make Term Loans or Revolving Loans it shall deliver to Administrative Agent on behalf of Company a duly executed Notice of Borrowing no later than 1:00 P.M. 12:00 Noon (New York City time) ), at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan) , or no later than 1:00 P.M. (New York City time) on at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan. Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a Notice of Borrowing no later than 12:00 Noon (New York time) on the proposed Funding Date. The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount and type of Loans requested, (iii) in the case of Swing Line Loans, that such Loans shall be Base Rate Loans, (iv) in the case of any Loans other than Swing Line Loans, whether such Loans shall be Base Rate Loans or Eurodollar Rate Loans, and (v) in the case of any Loans requested to be made as Eurodollar Rate Loans, the initial Interest Period requested therefor. Term Loans and Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering a the above-described Notice of Borrowing, Company may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Borrowing to Administrative Agent on or before the applicable Funding Date. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer a duly authorized officer or other person authorized to borrow on behalf of Company or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D2.1B, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case Lenders in accordance with this Agreement, Agreement pursuant to any such telephonic notice Company shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company shall notify Administrative Agent prior to the funding of any Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Borrowing is are no longer true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Loans shall constitute a re-certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing in accordance therewith.

Borrowing Mechanics. Loans made as Base Rate Loans on any Funding Date (other than Swing Line Loans, Revolving Loans made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(iv) or Revolving Loans made pursuant to subsection 3.3B) shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $500,000 100,000 in excess of that amount. ; provided that Loans made on any Funding Date as Eurodollar Rate Loans with a particular Interest Period shall be in an aggregate minimum amount of $2,000,000 and integral multiples of $100,000 in excess of that amount. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $500,000 and multiples of $100,000 in excess of that amount. Whenever Company desires that Lenders make Term Loans or Revolving Loans it shall deliver to Administrative Agent a duly executed Notice of Borrowing no later than 1:00 P.M. 11:00 a.m. (New York City San Francisco time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan) or no later than 1:00 P.M. (New York City time) on at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a duly executed Notice of Borrowing no later than 12:00 noon (San Francisco time) on the proposed Funding Date. Term Loans and Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering a Notice of Borrowing, Company may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Borrowing to Administrative Agent on or before the applicable Funding Date. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Responsible Officer or other person authorized to borrow on behalf of Company or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case in accordance with this Agreement, pursuant to any such telephonic notice Company shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company shall notify Administrative Agent prior to the funding of any Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Loans shall constitute a re-certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for, or a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewith. Notwithstanding the foregoing provisions of this subsection 2.1B, if Administrative Agent receives a duly executed Notice of Borrowing at least three Business Days in advance of the Closing Date, all Loans made on the Closing Date shall be Eurodollar Rate Loans. If Administrative Agent does not receive a duly executed Notice of Borrowing at least three Business Days in advance of the Closing Date, all Loans made on the Closing Date shall be Base Rate Loans that may not be converted into a Eurodollar Rate Loan until the earlier of the fifteenth day after the Closing Date and the date specified by Administrative Agent to Company on which the primary syndication of the Loans has been completed.

Borrowing Mechanics. Loans made as Base Rate Loans on any Funding the Closing Date (other than Revolving Loans made pursuant to subsection 3.3B) shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $500,000 in excess of that amount. Loans made on any Funding Date as Eurodollar Rate Loans with a particular Interest Period shall be in an aggregate minimum amount of $2,000,000 1,000,000 and integral multiples of $500,000 in excess of that amount. Whenever Company desires that Lenders make Loans it shall deliver to Administrative Agent a duly executed Notice of Borrowing no later than 1:00 P.M. 10:00 a.m. (New York City time) at least three one Business Days Day in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan) or no later than 1:00 P.M. (New York City time) on the proposed Funding Date (in the case of a Base Rate Loan)Closing Date. Term Loans and Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering a Notice of Borrowing, Company may give Administrative Agent Agent, as applicable, telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Borrowing to Administrative Agent on or before the applicable Funding Closing Date. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer or other person authorized to borrow on behalf of Company or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case in accordance with this Agreement, pursuant to any such telephonic notice Company shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company shall notify Administrative Agent prior to the funding of any Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Borrowing is no longer true and correct as of the applicable Funding Closing Date, and the acceptance by Company of the proceeds of any Loans shall constitute a re-certification by Company, as of the applicable Funding Closing Date, as to the matters to which Company is required to certify in the applicable Notice of Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable and Company shall be bound to make a borrowing in accordance therewith.

Borrowing Mechanics. Tranche A Term Loans (other than Sterling Loans), Tranche B Term Loans or Tranche C Term Loans made on any Funding Date as Base Rate Loans or as LIBOR Loans with a particular Interest Period shall be in an aggregate minimum amount of $5,000,000 and integral multiples of $500,000 in excess of that amount, and Sterling Loans made on the Closing Date with a particular Interest Period shall be in an aggregate minimum amount of (pounds)5,000,000 and integral multiples of (pounds)500,000 in excess of that amount; provided, that no more than one Sterling Loan of each U.K. Borrower may be in an aggregate minimum amount of (pounds)5,000,000 and any Funding Date amount in excess thereof. Revolving Loans (other than Revolving Loans made pursuant to a request by Swing Line Lender pursuant to subsection 3.3B2.1A(v) for the purpose of repaying any Refunded Swing Line Loans or Revolving Loans made pursuant to subsection 3.3B for the purpose of reimbursing any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it) made on any Funding Date shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $500,000 100,000 in excess of that amount. Swing Line Loans made on any Funding Date as Eurodollar Rate Loans with a particular Interest Period shall be in an aggregate minimum amount of $2,000,000 500,000 and integral multiples of $500,000 100,000 in excess of that amount. Whenever Company a Borrower desires that Lenders make Term Loans or Revolving Loans to such Borrower it shall deliver to Administrative Agent a duly executed Notice of Borrowing no later than 1:00 P.M. 11:00 A.M. (New York City time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate LIBOR Loan) or at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a Notice of Borrowing no later than 1:00 P.M. (New York City time) on the proposed Funding Date. The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount and type of Loans requested, (iii) in the case of a Swing Line Loans and any Loans (other than Sterling Loans) made on the Closing Date, that such Loans shall be Base Rate Loan)Loans, (iv) in the case of Delayed-Draw Term Loans and Revolving Loans not made on the Closing Date, whether such Loans shall be Base Rate Loans or LIBOR Loans, and (v) in the case of any Loans requested to be made as LIBOR Loans, the initial Interest Period requested therefor. Term Loans and Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate LIBOR Loans in the manner provided in subsection 2.2D. 2.2D; provided, that Sterling Loans may not be converted into Base Rate Loans. In lieu of delivering a the above-described Notice of Borrowing, Company a Borrower may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Borrowing to Administrative Agent on or before the applicable Funding Date. Neither Administrative Agent nor any Lender shall incur any liability to Company any Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer a duly authorized officer or other person authorized to borrow on behalf of Company such Borrower or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D2.1B, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case Lenders in accordance with this Agreement, Agreement pursuant to any such telephonic notice Company the applicable Borrower shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company Each Borrower shall notify Administrative Agent prior to the funding of any Loans in the event that any of the matters to which Company such Borrower is required to certify in the applicable Notice of Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company such Borrower of the proceeds of any Loans shall constitute a re-certification by CompanyBorrowers, as of the applicable Funding Date, as to the matters to which Company is Borrowers are required to certify in the applicable Notice of Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable and Company shall be bound to make a borrowing in accordance therewith.

Borrowing Mechanics. Loans made as Base Rate Loans on any Funding Date (other than Revolving Loans made pursuant to subsection 3.3B) shall be in an aggregate minimum amount of $1,000,000 200,000 and integral multiples of $500,000 100,000 in excess of that amount (or, if the amount of the Commitments unfunded and available for borrowing is less than such aggregate minimum amount. , an amount equal to the amount of the Commitments unfunded and available for borrowing); provided that Loans made on any Funding Date as Eurodollar Rate Loans with a particular Interest Period shall be in an aggregate minimum amount of $2,000,000 500,000 and integral multiples of $500,000 200,000 in excess of that amount. Whenever Company desires Borrowers desire that Lenders make Loans it they shall deliver to Administrative Agent a duly executed Notice of Borrowing no later than 1:00 P.M. 10:00 A.M. (New York City time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan) or no later than 1:00 P.M. (New York City time) on at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). Term Loans and Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering a Notice of Borrowing, Company Borrowers may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Borrowing to Administrative Agent on or before the applicable Funding Date. Neither Administrative Agent nor any Lender shall incur any liability to Company any Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer or other person authorized to borrow on behalf of Company a Borrower or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case in accordance with this Agreement, pursuant to any such telephonic notice Company Borrowers shall have effected Loans or a conversion or continuation, as the case may be, of Loans hereunder. Company Borrowers shall notify Administrative Agent prior to the funding of any Loans in the event that any of the matters to which Company is Borrowers are required to certify in the applicable Notice of Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company Borrowers of the proceeds of any Loans shall constitute a re-certification by CompanyBorrowers, as of the applicable Funding Date, as to the matters to which Company is Borrowers are required to certify in the applicable Notice of Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for, or a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and Company after the related Interest Rate Determination Date, and Borrowers shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewith. Notwithstanding the foregoing provisions of this subsection 2.1B, no Eurodollar Rate Loans may be made and no Base Rate Loan may be converted into a Eurodollar Rate Loan until the third Business Day after the Closing Date.

Borrowing Mechanics. Loans made as Base Rate Loans on any Funding Date (other than Revolving Loans made pursuant to subsection 3.3B) shall be in an aggregate minimum amount of (a) $1,000,000 100,000 and integral multiples thereof in the case of Base Rate Loans and (b) $500,000 and integral multiples of $500,000 100,000 in excess of that amount. Loans made on any Funding Date as Eurodollar amount in the case of LIBOR Rate Loans with a particular Interest Period shall be in an aggregate minimum amount of $2,000,000 and integral multiples of $500,000 in excess of that amountLoans. Whenever Company desires Borrowers desire that Lenders make Loans it they shall deliver to Administrative Agent a duly executed Notice of Borrowing no later than 1:00 P.M. 11:00 A.M. (New York City time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar LIBOR Rate Loan) or no later than 1:00 P.M. (New York City time) on at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). Term The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount and type of Loans requested, (iii) whether such Loans shall be Base Rate Loans or LIBOR Rate Loans (provided, however that all Loans made on the Second Restatement Effective Date shall initially be Base Rate Loans), and Revolving (iv) in the case of any Loans requested to be made as LIBOR Rate Loans, the initial Interest Period requested therefor. Loans may be continued as or converted into Base Rate Loans and Eurodollar LIBOR Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering a the above-described Notice of Borrowing, Company Borrowers may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Borrowing to Administrative Agent on or before the applicable Funding Date. Neither Administrative Agent nor any Lender shall incur any liability to Company Borrowers in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer a duly authorized officer or other person authorized to borrow on behalf of Company Borrowers or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case in accordance with this Agreement, pursuant to any such telephonic notice Company shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company shall notify Administrative Agent prior to the funding of any Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Loans shall constitute a re-certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable and Company shall be bound to make a borrowing in accordance therewith.subsection

Borrowing Mechanics. Loans made as Base Rate Loans on any Funding Date (other than Revolving Loans made pursuant to subsection 3.3B3.3B for the purpose of reimbursing any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it) shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $500,000 1,000,000 in excess of that amount. ; provided that Loans made on any Funding -------- Date as Eurodollar LIBOR Rate Loans with a particular Interest Period shall be in an aggregate minimum amount of $2,000,000 5,000,000 and integral multiples of $500,000 1,000,000 in excess of that amount. Whenever Company desires that Lenders make Loans it shall deliver to Administrative Agent a duly executed Notice of Borrowing no later than 1:00 P.M. 9:00 A.M. (New York City Los Angeles time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar LIBOR Rate Loan) or no later than 1:00 P.M. (New York City time) on the proposed Funding Date (in the case of a Base Rate Loan). Term The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount of Loans requested, (iii) whether such Loans shall be Base Rate Loans or LIBOR Rate Loans, and Revolving (iv) in the case of any Loans requested to be made as LIBOR Rate Loans, the initial Interest Period requested therefor. Loans may be continued as or converted into Base Rate Loans and Eurodollar LIBOR Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering a the above-described Notice of Borrowing, Company may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall -------- be promptly confirmed in writing by delivery of a duly executed Notice of Borrowing to Administrative Agent on or before the applicable Funding Date. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer a duly authorized officer or other person authorized to borrow on behalf of Company or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D2.1B, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case Lenders in accordance with this Agreement, Agreement pursuant to any such telephonic notice Company shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company shall notify Administrative Agent prior to the funding of any Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Loans shall constitute a re-certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for a Eurodollar LIBOR Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing in accordance therewith.

Borrowing Mechanics. Loans made as Base Rate Loans on any Funding Date (other than Revolving Loans made Borrower shall be permitted to request a Loan pursuant to subsection 3.3B) shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $500,000 in excess of that amount. Loans made on this Section 2.1.2 only four times during any Funding Date as Eurodollar Rate Loans with a particular Interest Period shall be in an aggregate minimum amount of $2,000,000 and integral multiples of $500,000 in excess of that amount30 day period. Whenever Company Borrower desires that the Lenders make Loans Loans, it shall deliver to Administrative the Agent a duly executed Notice of Borrowing no later than 1:00 P.M. 10:00 A.M. (New York City time) at least three Business Days in advance of the proposed Funding Date (with respect to a LIBOR Rate Loan or, in the case of a Eurodollar Rate LoanLoan bearing interest with reference to the Base Rate, one Business Day in advance of the proposed Funding Date. Each Notice of Borrowing shall specify (i) or no later than 1:00 P.M. (New York City time) on the proposed Funding Date (which shall be a Business Day), (ii) the amount of Loans requested (which in the case of a Base Libor Rate LoanLoans shall be in an aggregate minimum amount of $1,000,000). Term , (iii) whether such Loans and Revolving Loans may shall be continued as or converted into Base Rate Loans or LIBOR Rate Loans, (iv) if such Loans are LIBOR Rate Loans, the initial Interest Period applicable thereto, (v) that not more than three other Funding Dates shall have occurred within the 30 days next preceding the proposed Funding Date, and Eurodollar Rate (vi) that the amount of the proposed Loans will not cause the sum of: (a) aggregate principal amount of the outstanding Loans (after giving effect to such proposed Loans) plus (b) the Letter of Credit Usage to exceed the Available Amount then in the manner provided in subsection 2.2D. In lieu of delivering a Notice of Borrowing, Company effect. Borrower may give Administrative the Agent telephonic notice by the required time of any proposed borrowing Loan under this subsection 2.1BSection 2.1.2; provided provided, however, that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Borrowing to Administrative the Agent on or before the applicable Funding Date. Neither Administrative the Agent nor any Lender shall incur any liability to Company Borrower in acting upon any telephonic notice referred to above that Administrative the Agent believes in good faith to have been given by an a duly Authorized Officer or other person Person authorized to borrow on behalf of Company Borrower or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2DSection 2.1.2, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case Lenders in accordance with this Agreement, Agreement pursuant to any such telephonic notice Company Borrower shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company Borrower shall notify Administrative the Agent (who shall notify the Lenders) prior to the funding of any Loans in the event that any of the matters to which Company Borrower is required to certify in the applicable Notice of Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company Borrower of the proceeds of any Loans shall constitute a re-certification by CompanyBorrower, as of the applicable Funding Date, as to the matters to which Company Borrower is required to certify in the applicable Notice of Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C Sections 2.11.2 and 2.6G2.11.3, a Notice of Borrowing for a Eurodollar LIBOR Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and Company after the related Interest Rate Determination Date, and Borrower shall be bound to make a borrowing in accordance therewith.

Borrowing Mechanics. Loans Advances made as Base Rate Loans on any Funding Date (other than Revolving Loans made pursuant to subsection 3.3B) shall be in an aggregate minimum amount of Five Million Dollars ($1,000,000 and integral multiples of $500,000 in excess of that amount. Loans made on any Funding Date as Eurodollar Rate Loans with a particular Interest Period shall be in an aggregate minimum amount of $2,000,000 and integral multiples of $500,000 in excess of that amount5,000,000.00). Whenever Company Borrower desires that Lenders make Loans Advances, it shall deliver to Administrative Agent a duly executed Notice of Borrowing no later than 1:00 P.M. 10:00 A.M. (New York City time) at least three Business Days in advance of the proposed Funding Date Date. Each Notice of Borrowing shall specify (in the case of a Eurodollar Rate Loani) or no later than 1:00 P.M. (New York City time) on the proposed Funding Date (in which shall be a Business Day), (ii) the case amount of a Base Rate Loan)the Advances requested, (iii) the account to which the Advances shall be wired, and (iv) that no other Funding Date shall have occurred within the 30 days immediately preceding the proposed Funding Date. Term Loans and Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering a Notice of Borrowing, Company Borrower may give Administrative Agent telephonic notice by the required time of any proposed borrowing Advances under this subsection 2.1BSection 2.1.2; provided provided, however, that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Borrowing to Administrative Agent on or before the applicable Funding Date. Neither Administrative Agent nor any Lender shall incur any liability to Company Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer a duly authorized officer or other person Person authorized to borrow on behalf of Company Borrower or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2DSection 2.1.2, and upon funding of Loans Advances by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case Lenders in accordance with this Agreement, Agreement pursuant to any such telephonic notice Company Borrower shall have effected Loans or a conversion or continuation, as the case may be, Advances hereunder. Company Borrower shall notify Administrative Agent (who shall notify Lenders) prior to the funding of any Loans Advances in the event that any of the matters to which Company Borrower is required to certify in the applicable Notice of Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company Borrower of the proceeds of any Loans Advances shall constitute a re-certification by CompanyBorrower, as of the applicable Funding Date, as to the matters to which Company Borrower is required to certify in the applicable Notice of Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable and Company shall be bound to make a borrowing in accordance therewith.

Borrowing Mechanics. Revolving Loans made as Base Rate Loans on any Funding Date (other than Revolving Loans made pursuant to a request by Swing Line Lender pursuant to subsection 3.3B2.1A(iv) for the purpose of repaying any Refunded Swing Line Loans or Revolving Loans made pursuant to subsection 3.3B for the purpose of reimbursing any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it) and Term Loans made on any Funding Date shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $500,000 100,000 in excess of that amount. ; PROVIDED that Revolving Loans made on any Funding Date as Eurodollar Rate Loans with a particular Interest Period shall be in an aggregate minimum amount of $2,000,000 1,000,000 and integral multiples of $500,000 in excess of that amount. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $100,000 and integral multiples of $25,000 in excess of that amount. Whenever Company desires that Lenders make Revolving Loans it shall deliver to Administrative Agent a duly executed Notice of Borrowing no later than 1:00 1:30 P.M. (New York City time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan) or no later than 1:00 P.M. (New York City time) on at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a Notice of Borrowing no later than 3:00 P.M. (New York time) on the proposed Funding Date. The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount and type of Loans requested, (iii) in the case of Swing Line Loans that such Loans shall be Base Rate Loans, (iv) whether such Loans shall be Base Rate Loans or Eurodollar Rate Loans, and (v) in the case of any Loans requested to be made as Eurodollar Rate Loans, the initial Interest Period requested therefor. Term Loans and Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering a the above-described Notice of Borrowing, Company may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided PROVIDED that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Borrowing to Administrative Agent on or before the applicable Funding Date. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer a duly authorized officer or other person authorized to borrow on behalf of Company or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D2.1B, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case Lenders in accordance with this Agreement, Agreement pursuant to any such telephonic notice Company shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company shall notify Administrative Agent prior to the funding of any Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Loans shall constitute a re-certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing in accordance therewith.

Borrowing Mechanics. Revolving Loans made as Base Rate Loans on any Funding Date (other than Revolving Loans made pursuant to subsection 3.3B) shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $500,000 in excess of that amount. Loans made on any Funding Date as Eurodollar Rate Loans with a particular Interest Period shall be in an aggregate minimum amount of $2,000,000 and integral multiples of $500,000 in excess of that amount1,500,000. Whenever Company desires that Lenders make Revolving Loans it shall deliver to Administrative Agent a duly executed Notice of Borrowing no later than 1:00 P.M. 12:00 Noon (New York City time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan) or no later than 1:00 P.M. (New York City time) on at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). Term The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount of Loans requested, (iii) whether such Loans shall be Base Rate Loans or Eurodollar Rate Loans, (iv) in the case of any Loans requested to be made as Eurodollar Rate Loans, the initial Interest Period requested therefor, (v) whether such Loans are for the purpose of the purchase or the modification of an Eligible Aircraft and (vi) the identification of the Related Aircraft. Revolving Loans and Revolving Term Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering a the above-described Notice of Borrowing, Company may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Borrowing to Administrative Agent on or before the applicable Funding Date. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer a duly authorized officer or other person authorized to borrow on behalf of Company or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D2.1B, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case Lenders in accordance with this Agreement, Agreement pursuant to any such telephonic notice Company shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company shall notify Administrative Agent prior to the funding of any Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Loans shall constitute a re-certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing in accordance therewith.

Borrowing Mechanics. Revolving Loans (including any such Loans made as Base Eurodollar Rate Loans or CDOR Rate Loans with a particular Interest Period) made on any Funding Date (other than Revolving Loans made pursuant to subsection 3.3Ba request by the Swing Line Lender pursuant to Section 2.1A(ii) for the purpose of repaying any Refunded Swing Line Loans and Revolving Loans made pursuant to Section 3.3B for the purpose of reimbursing the applicable Issuing Bank for the amount of a drawing or payment under a Letter of Credit issued by it) shall be in an aggregate minimum amount of $1,000,000 the Borrowing Minimum and integral multiples of $500,000 the Borrowing Multiple in excess of that amount. Swing Line Loans made on any Funding Date as Eurodollar Rate Loans with a particular Interest Period shall be in an aggregate minimum amount of $2,000,000 and integral multiples of $500,000 in excess of that amount100,000 or C$100,000, as the case may be. Whenever Company desires that Lenders make Loans it The Borrowers shall deliver to the Administrative Agent a duly executed Notice of Borrowing no later than 1:00 P.M. 12:00 p.m. (New York City time) ), at least one Business Day in advance of the proposed Funding Date; provided that, in the case of any such Loan requested as a Fixed Rate Loan, the Borrowers shall deliver such Notice of Borrowing no later than 12:00 p.m. (New York time), at least three Business Days in advance of the proposed Funding Date (in Date. Whenever the case Borrowers desire that the Swing Line Lender make a Swing Line Loan, they shall deliver to the Administrative Agent a Notice of a Eurodollar Rate Loan) or Borrowing no later than 1:00 P.M. 12:00 p.m. (New York City time) on the proposed Funding Date. The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) whether such Loans are to be U.S. Loans or Canadian Loans, (iii) the amount and Type of Loans requested, (iv) in the case of a Swing Line Loans, that such Loans shall be Base Rate Loan)Loans or Canadian Prime Rate Loans, as the case may be, (v) in the case of any Revolving Loans, other than Swing Line Loans, whether such Revolving Loans shall be Base Rate Loans, Eurodollar Rate Loans, CDOR Rate Loans or Canadian Prime Rate Loans, (vi) in the case of any Loans requested to be made as Eurodollar Rate Loans or CDOR Rate Loans, the initial Interest Period requested, and (vii) remittance instructions applicable for the Loans requested. Term Loans and Revolving Loans may be continued as or converted into Base Rate Loans, Eurodollar Rate Loans, CDOR Rate Loans and Eurodollar or Canadian Prime Rate Loans in the manner provided in subsection Section 2.2D. In lieu of delivering a Notice the above-described Notices of Borrowing, Company the Borrowers may give the Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection Section 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Borrowing to the Administrative Agent on or before the applicable Funding Date. Neither the Administrative Agent nor any Lender shall incur any liability to Company any Borrower in acting upon any telephonic notice referred to above that the Administrative Agent believes in good faith to have been given by an Officer a duly authorized officer or other person authorized to borrow on behalf of Company the Borrowers or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2DSection 2.1B, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case Lenders in accordance with this Agreement, Agreement pursuant to any such telephonic notice Company notice, the Borrowers shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company The Administrative Agent shall be entitled to rely upon, and shall be fully protected in relying upon, any Notice of Borrowing, Notice of Conversion/Continuation or similar notice believed by the Administrative Agent to be genuine. The Administrative Agent may assume that each Person executing and delivering such a notice was duly authorized, unless the responsible individual acting thereon for the Administrative Agent has actual knowledge to the contrary. The Borrowers shall notify the Administrative Agent prior to the funding of any Revolving Loans in the event that any of the matters to which Company is the Borrowers are required to certify in the applicable Notice of Borrowing is are no longer true and correct as of the applicable Funding Date, and the acceptance by Company the Borrowers of the proceeds of any Revolving Loans shall constitute a re-certification by Companythe Borrowers, as of the applicable Funding Date, as to the matters to which Company is the Borrowers are required to certify in the applicable Notice of Borrowing. Except as otherwise provided in subsections Sections 2.6B, 2.6C 2.6C, 2.6D and 2.6G, a Notice of Borrowing for a Eurodollar Rate any Loan (or telephonic notice in lieu thereof) shall be irrevocable and Company the Borrowers shall be bound to make a borrowing in accordance therewith.

Borrowing Mechanics. Acquisition Term Loans made as Base Rate Loans on any Funding Date (other than and Revolving Loans made pursuant to subsection 3.3B) shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $500,000 in excess of that amount. Loans made on any Funding Date as Eurodollar Rate Loans with a particular Interest Period shall be in an aggregate minimum amount of $2,000,000 and integral multiples of $500,000 in excess of that amount. Swing Line Loans made on any date shall not be subject to an aggregate minimum amount. Whenever Company a Borrower desires that Lenders make Loans an Acquisition Term Loan or a Revolving Loan under subsection 2.1A(ii) or 2.1A(iii), as the case may be, it shall deliver to Administrative Agent a duly executed Notice of Borrowing no later than 1:00 P.M. 12:00 Noon (New York City time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan and at least one Business Day in advance of the proposed Funding Date in the case of a Prime Rate Loan) or . Whenever Company desires that Bankers make a Swing Line Loan under subsection 2.1A(iv), it shall deliver to Administrative Agent a Notice of Borrowing no later than 1:00 P.M. 12:00 Noon (New York City time) on the proposed Funding Date. The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount and type of Loans requested, (iii) in the case of a Base Loans made on the Closing Date, that such Loans shall be Prime Rate Loan)Loans, (iv) in the case of Revolving Loans not made on the Closing Date, whether such Loans shall be Prime Rate Loans or Eurodollar Rate Loans, (v) in the case of Loans requested to be made during the first 90 days following the Closing Date as Eurodollar Rate Loans, that the initial Interest Period applicable to such Loans shall be one month unless Administrative Agent permits otherwise, in its sole discretion; (vi) in the case of any Loans requested to be made as Eurodollar Rate Loans, the initial Interest Period applicable thereto; (vii) in the case of Revolving Loans and Swing Line Loans, that the amount of the proposed borrowing will not cause the Total Utilization of Revolving Loan Commitments to exceed the aggregate Revolving Loan Commitments; (viii) in the case of Swing Line Loans, that the amount of the proposed borrowing will not cause the aggregate principal amount of Swing Line Loans outstanding to exceed the Swing Line Loan Commitment then in effect; (ix) in the case of Tranche B Acquisition Term Loans, that the amount of the proposed borrowing will not cause the aggregate principal amount of Tranche B Acquisition Term Loans outstanding to exceed the Tranche B Commitments then in effect, (x) in the case of Tranche D Acquisition Term Loans, that the amount of the proposed borrowing will not cause the aggregate principal amount of Tranche D Acquisition Term Loans outstanding to exceed the Tranche D Commitments then in effect and (xi) in the case of any Acquisition Term Loans, that (a) as of the last day of the Fiscal Quarter immediately preceding the applicable scheduled Funding Date in respect of such Acquisition the Leverage Ratio for the most recently completed four Fiscal Quarters is equal to or less than 4.50:1.00 and (b) no Event of Default or Potential Event of Default has occurred or is continuing or would be caused by the consummation of the Acquisition. Term Loans and Revolving Loans may be continued as or converted into Base Prime Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering a the above described Notice of Borrowing, Company Borrowers may give Administrative Agent telephonic notice by the required time of any the proposed borrowing under this subsection 2.1B; provided PROVIDED that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Borrowing to Administrative Agent on or before the applicable Funding Date. Neither Administrative Agent nor any Lender shall incur any liability to Company any Loan Party in acting upon any telephonic notice referred to above that which Administrative Agent believes in good faith to have been given by an Officer a duly authorized officer or other person authorized to borrow on behalf of Company Borrowers or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2Dand, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case Lenders in accordance with this Agreement, Agreement pursuant to any such telephonic notice Company notice, Borrowers shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company shall notify Administrative Agent prior to the funding of any Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Loans shall constitute a re-certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Borrowing. Except as otherwise provided in subsections subsection 2.6B, 2.6C and 2.6G, a Notice of Borrowing for a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and Company after the related Interest Rate Determination Date, and Borrowers shall be bound to make a borrowing in accordance therewith.

Borrowing Mechanics. Revolving Loans made as Base Rate Loans on any Funding Date (other than Revolving Loans made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(ii) or Revolving Loans made pursuant to subsection 3.3B) (A) that are Base Rate Loans shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $500,000 in excess of that amount. Loans made on any Funding Date as Eurodollar amount and (B) that are Eurocurrency Rate Loans with a particular Interest Period shall be in an aggregate minimum amount of $2,000,000 and integral multiples of $500,000 in excess of that amount. Swingline Loans made on any Funding Date shall be in an aggregate minimum amount of $500,000 and multiples of $100,000 in excess of that amount. Whenever Company desires that Lenders make Revolving Loans it shall deliver to Administrative Agent a duly executed Notice of Borrowing no later than 1:00 P.M. p.m. (New York City time) (i) at least four Business Days in advance of the proposed Funding Date (in the case of a Eurocurrency Rate Loan denominated in a Foreign Currency), (ii) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Eurocurrency Rate LoanLoan demonstrated in Dollars) or no later than 1:00 P.M. and (New York City timeiii) on at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). Term Loans and Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a duly executed Notice of Borrowing no later than 1:00 p.m. (New York time) on the proposed Funding Date. Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Eurocurrency Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering a Notice of Borrowing, Company may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Borrowing to Administrative Agent on or before the applicable Funding Date. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer or other person authorized to borrow on behalf of Company or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case in accordance with this Agreement, pursuant to any such telephonic notice Company shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company shall notify Administrative Agent prior to the funding of any Loans in the event that any an event has occurred and is continuing or would result from the consummation of the matters to which Company is required to certify in the applicable Notice borrowing that would constitute an Event of Borrowing is no longer true and correct as Default or a Potential Event of the applicable Funding DateDefault, and the acceptance by Company of the proceeds of any Loans shall constitute a re-certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for, or a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Eurocurrency Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewith.

Borrowing Mechanics. Term Loans or Revolving Loans made as Base Rate Loans on any Funding Date (other than Revolving Loans made pursuant to a request by Swing Line Lender pursuant to subsection 3.3B2.1A(iii) for the purpose of repaying any Refunded Swing Line Loans or Revolving Loans made pursuant to subsection 3.3B for the purpose of reimbursing any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it) shall be in an aggregate minimum amount of $1,000,000 500,000 and integral multiples of $500,000 250,000 in excess of that amount. ; provided that Term Loans or Revolving Loans made on any Funding Date as Eurodollar Rate Loans with a particular Interest Period shall be in an aggregate minimum amount of $2,000,000 1,000,000 and integral multiples of $500,000 in excess of that amount. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $250,000 and integral multiples of $100,000 in excess of that amount. Whenever Company desires that Lenders make Term Loans or Revolving Loans it shall deliver to Administrative Agent a duly executed Notice of Borrowing no later than 1:00 P.M. 10:00 A.M. (New York City time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan) or no later than 1:00 P.M. (New York City time) on at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a Notice of Borrowing no later than 12:00 Noon (New York City time) on the proposed Funding Date. The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount and type of Loans requested, (iii) in the case of Swing Line Loans and any Loans made on the Closing Date or within a period of 90 days after the Closing Date, that such Loans shall be Base Rate Loans or Eurodollar Rate Loans with an Interest Period of one-month unless approved by Administrative Agent, (iv) in the case of Revolving Loans not made on the Closing Date or within a period of 30 days after the Closing Date, whether such Loans shall be Base Rate Loans or Eurodollar Rate Loans, and (v) in the case of any Loans requested to be made as Eurodollar Rate Loans, the initial Interest Period requested therefor. Term Loans and Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering a the above-described Notice of Borrowing, Company may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Borrowing to Administrative Agent on or before the applicable Funding Date. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer a duly authorized officer or other person authorized to borrow on behalf of Company or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D2.1B, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case Lenders in accordance with this Agreement, Agreement pursuant to any such telephonic notice Company shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company shall notify Administrative Agent prior to the funding of any Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Loans shall constitute a re-certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing in accordance therewith.

Borrowing Mechanics. Term Loans or Revolving Loans made as Base Rate Loans on any Funding Date (other than Revolving Loans made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(iii) or Revolving Loans made pursuant to subsection 3.3B) shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $500,000 100,000 in excess of that amount. Term Loans or Revolving Loans made on any Funding Date as Eurodollar Rate Loans with a particular Interest Period shall be in an aggregate minimum amount of $2,000,000 and integral multiples of $100,000 in excess of that amount. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $500,000 and multiples of $100,000 in excess of that amount. Whenever Company desires that Lenders make Term Loans or Revolving Loans it shall deliver to Administrative Agent a duly executed Notice of Borrowing no later than 1:00 P.M. 11:00 A.M. (New York City time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan) or no later than 1:00 P.M. (New York City time) on at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Swing Line Lender at the Swing Line Funding and Payment Office a duly executed Notice of Borrowing no later than 12:00 Noon (New York City time) on the proposed Funding Date. Term Loans and Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering a Notice of Borrowing, Company may give Administrative Agent (or in the case of Swing Line Loans, Swing Line Lender and Administrative Agent), as applicable, telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided PROVIDED that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Borrowing to Administrative Agent (or Swing Line Lender in the case of Swing Line Loans) on or before the applicable Funding Date. Neither Administrative Agent nor any Lender (including Swing Line Lender) shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent (or Swing Line Lender, as applicable) believes in good faith to have been given by an Officer or other person authorized to borrow on behalf of Company or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case in accordance with this Agreement, pursuant to any such telephonic notice Company shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company shall notify Administrative Agent (or in the case of Swing Line Loans, Swing Line Lender and Administrative Agent) prior to the funding of any Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Loans shall constitute a re-certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable and Company shall be bound to make a borrowing in accordance therewith.. 38

Borrowing Mechanics. Term Loans or Revolving Loans made as Base Rate Loans on any Funding Date (other than Revolving Loans made pursuant to subsection 3.3B) 3.3B for the purpose of reimbursing any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it), shall be in an aggregate minimum amount of (y) $3,000,000 and integral multiples of $1,000,000 in excess of that amount in the case of Term Loans and (z) $1,000,000 and integral multiples of $500,000 in excess the case of Revolving Loans; provided that amount. the Tranche B Term Loans made on any Funding Date as Eurodollar Rate Loans with a particular Interest Period shall be made at one time and in an aggregate minimum amount of $2,000,000 and integral multiples of $500,000 in excess of that amountfull on the Restatement Closing Date. Whenever Company desires Borrowers desire that Lenders make Revolving Loans it or Tranche B Term Loans they shall deliver to Administrative Agent a duly executed Notice of Borrowing no later than 1:00 P.M. 10:00 A.M. (New York City time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan) or no later than 1:00 P.M. (New York City time) on at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount of Revolving Loans or Tranche B Term Loans and requested, (iii) whether such Revolving Loans may or Tranche B Term Loans shall be continued as or converted into Base Rate Loans and or Eurodollar Rate Loans Loans, and (iv) in the manner provided in subsection 2.2D. In lieu of delivering a Notice of Borrowing, Company may give Administrative Agent telephonic notice by the required time case of any proposed borrowing under this subsection 2.1B; provided that such notice shall Loans requested to be promptly confirmed in writing by delivery of a duly executed Notice of Borrowing to Administrative Agent on or before made as Eurodollar Rate Loans, the applicable Funding Dateinitial Interest Period requested therefor. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer or other person authorized to borrow on behalf of Company or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case in accordance with this Agreement, pursuant to any such telephonic notice Company shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company Borrowers shall notify Administrative Agent and Disbursement Agent prior to the funding of any Revolving Loans in the event that any of the matters to which Company is Borrowers are required to certify in the applicable Notice of Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company Borrowers of the proceeds of any Revolving Loans shall constitute a re-certification by CompanyBorrowers, as of the applicable Funding Date, as to the matters to which Company is Borrowers are required to certify in the applicable Notice of Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and Company after the related Interest Rate Determination Date, and Borrowers shall be bound to make a borrowing in accordance therewith.

Borrowing Mechanics. Loans made as Base Rate Loans on any Funding Date (other than Revolving Loans made pursuant to a request by Swing Line Lender pursuant to subsection 3.3B2.1A(iv) for the purpose of repaying any Refunded Swing Line Loans or Revolving Loans made pursuant to subsection 3.3B for the purpose of reimbursing Issuing Lender for the amount of a drawing under a Letter of Credit issued by it) shall be in an aggregate minimum amount of $1,000,000 5,000,000 and integral multiples of $500,000 1,000,000 in excess of that amount. Swing Line Loans made on any Funding Date as Eurodollar Rate Loans with a particular Interest Period shall be in an aggregate minimum amount of $2,000,000 500,000 and integral multiples of $500,000 100,000 in excess of that amount. Whenever Company desires that Lenders make Loans it shall deliver to Administrative Agent a duly executed Notice of Borrowing no later than 1:00 P.M. 12:00 Noon (New York City time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan) or no later than 1:00 P.M. (New York City time) on at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a Notice of Borrowing no later than 12:00 Noon (New York City time) on the proposed Funding Date. The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount and type of Loans requested, (iii) in the case of Swing Line Loans, that such Loans shall be Base Rate Loans, (iv) in the case of Acquisition Loans, Term Loans and Revolving Loans, whether such Loans shall be Base Rate Loans or Eurodollar Rate Loans, and (v) in the case of any Loans requested to be made as Eurodollar Rate Loans, the initial Interest Period requested therefor; provided that in respect of any Loans made during the Initial Period, such Loans -------- shall be Base Rate Loans. Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering a the above-described Notice of Borrowing, Company may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall be -------- promptly confirmed in writing by delivery of a duly executed Notice of Borrowing to Administrative Agent on or before the applicable Funding Date. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer a duly authorized officer or other person authorized to borrow on behalf of Company or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D2.1B, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case Lenders in accordance with this Agreement, Agreement pursuant to any such telephonic notice Company shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company shall notify Administrative Agent prior to the funding of any Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Loans shall constitute a re-certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing in accordance therewith.

Borrowing Mechanics. Term Loans or Revolving Loans made as Base Rate Loans on any Funding Date (other than Revolving Loans made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(iii) or Revolving Loans made pursuant to subsection 3.3B) shall be in an aggregate minimum amount of $1,000,000 3,000,000 and integral multiples of $500,000 1,000,000 in excess of that amount. Term Loans or Revolving Loans made on any Funding Date as Eurodollar Rate Loans with a particular Interest Period shall be in an aggregate minimum amount of $2,000,000 5,000,000 and integral multiples of $1,000,000 in excess of that amount. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $500,000 and multiples of $100,000 in excess of that amount. Whenever Company Borrower desires that Lenders make Term Loans or Revolving Loans it shall deliver to Administrative Agent a duly executed Notice of Borrowing no later than 1:00 P.M. 12:00 Noon (New York City time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan) or no later than 1:00 P.M. (New York City time) on at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). Whenever Borrower desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Swing Line Lender, with a copy to Administrative Agent a duly executed Notice of Borrowing no later than 12:00 Noon (New York City time) on the proposed Funding Date. Term Loans and Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering a Notice of Borrowing, Company Borrower may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Borrowing to Administrative Agent on or before the applicable Funding Date. Neither Administrative Agent nor any Lender shall incur any liability to Company Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer or other person authorized to borrow on behalf of Company Borrower or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case in accordance with this Agreement, pursuant to any such telephonic notice Company Borrower shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company Borrower shall notify Administrative Agent prior to the funding of any Loans in the event that any of the matters to which Company Borrower is required to certify in the applicable Notice of Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company Borrower of the proceeds of any Loans shall constitute a re-certification by CompanyBorrower, as of the applicable Funding Date, as to the matters to which Company Borrower is required to certify in the applicable Notice of Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for, or a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable irrevocable, and Company Borrower shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewith.

Borrowing Mechanics. Loans made as Base Rate Loans on any Funding Date (other than Swing Line Loans, Revolving Loans made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(iii) or Revolving Loans made pursuant to subsection 3.3B) shall be in an aggregate minimum amount of $1,000,000 100,000 and integral multiples of $500,000 100,000 in excess of that amount. Loans ; provided that Loans, made on any Funding Date as Eurodollar Rate LIBOR Loans with a particular Interest Period shall be in an aggregate minimum amount of $2,000,000 1,000,000 and integral multiples of $500,000 100,000 in excess of that amount. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $100,000 and multiples of $100,000 in excess of that amount. Whenever Company desires that Lenders make Term Loans or Revolving Loans it shall deliver to Administrative Agent a duly executed Notice of Borrowing no not later than 1:00 P.M. 12:00 Noon (New York City time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate LIBOR Loan) or no later than 1:00 P.M. (New York City time) on at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a duly executed Notice of Borrowing not later than 12:00 Noon (New York City time) on the proposed Funding Date. Term Loans and Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate LIBOR Loans in the manner provided in subsection 2.2D. In lieu of delivering a Notice of Borrowing, Company may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Borrowing to Administrative Agent on or before the applicable Funding Date. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer or other person authorized to borrow on behalf of Company or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case in accordance with this Agreement, pursuant to any such telephonic notice Company shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company shall notify Administrative Agent prior to the funding of any Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Loans shall constitute a re-certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for or a Eurodollar Rate Notice of Conversion/Continuation for conversion to, or continuation of, a LIBOR Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewith. Notwithstanding the foregoing provisions of this subsection 2.1B, no LIBOR Loans may be made and no Base Rate Loan may be converted into a LIBOR Loan until the earlier of the seventh day after the Closing Date and the date specified by Administrative Agent to Company on which the primary syndication of the Commitments and the Loans has been completed.

Borrowing Mechanics. Revolving Loans made as Base Rate Loans on any Funding Date (other than Revolving Loans made pursuant to subsection 3.3B3.3B for the purpose of reimbursing Issuing Lender for the amount of a drawing under a Letter of Credit issued by it) shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $500,000 in excess of 100,000; provided that amount. Revolving Loans made on any Funding Date as Eurodollar LIBOR Rate Loans with a particular Interest Period shall be in an aggregate minimum amount of $2,000,000 250,000 and integral multiples of $500,000 100,000 in excess of that amount. Whenever Company desires Borrowers desire that Lenders make Revolving Loans it they shall deliver to Administrative Agent a duly executed Notice of Borrowing no later than 1:00 P.M. 12:00 Noon (New York City time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar LIBOR Rate Loan) or no later than 1:00 P.M. (New York City time) on at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). Term The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount and type of Loans requested, (iii) whether such Loans shall be Base Rate Loans or LIBOR Rate Loans, and (iv) in the case of any Loans requested to be made as LIBOR Rate Loans, the initial Interest Period requested therefor. Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar LIBOR Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering a Notice of Borrowing, Company may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Borrowing to Administrative Agent on or before the applicable Funding Date. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer or other person authorized to borrow on behalf of Company or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case in accordance with this Agreement, pursuant to any such telephonic notice Company shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company shall notify Administrative Agent prior to the funding of any Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Loans shall constitute a re-certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable and Company shall be bound to make a borrowing in accordance therewith.delivering

Borrowing Mechanics. Tranche B Term Loans or Revolving Loans made as Base Rate Loans on any Funding Date (other than Revolving Loans made pursuant to a request by Swing Line Lender pursuant to subsection 3.3B2.1A(iii) for the purpose of repaying any Refunded Swing Line Loans or Revolving Loans made pursuant to subsection 3.3B for the purpose of reimbursing any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it) shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $500,000 1,000,000 in excess of that amount. ; provided that Tranche B Term Loans or Revolving Loans made on any Funding Date as Adjusted Eurodollar Rate Loans with a particular Interest Period shall be in an aggregate minimum amount of $2,000,000 1,000,000 and integral multiples of $500,000 1,000,000 in excess of that amount. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $100,000 and multiples of $100,000 in excess of that amount. Whenever Company desires that Lenders make Tranche B Term Loans or Revolving Loans it shall deliver to Administrative Agent a duly executed Notice of Borrowing no later than 1:00 P.M. 10:00 A.M. (New York City time) at least three Business Days in advance of the proposed Funding Date (in the case of a an Adjusted Eurodollar Rate Loan) or no later than 1:00 P.M. (New York City time) on at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a Notice of Borrowing no later than 12:00 Noon (New York City time) on the proposed Funding Date. The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount and type of Loans requested, (iii) in the case of Swing Line Loans and any Loans made on the Initial Funding Date, that such Loans shall be Base Rate Loans, (iv) in the case of Revolving Loans not made on the Initial Funding Date, whether such Loans shall be Base Rate Loans or Adjusted Eurodollar Rate Loans, and (v) in the case of any Loans requested to be made as Adjusted Eurodollar Rate Loans, the initial Interest Period requested therefor. Tranche B Term Loans and Revolving Loans may be continued as or converted into Base Rate Loans and Adjusted Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering a the above-described Notice of Borrowing, Company may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Borrowing to Administrative Agent on or before the applicable Funding Date. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer a duly authorized officer or other person authorized to borrow on behalf of Company or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D2.1B, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case Lenders in accordance with this Agreement, Agreement pursuant to any such telephonic notice Company shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company shall notify Administrative Agent prior to the funding of any Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Loans shall constitute a re-certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable and Company shall be bound to make a borrowing in accordance therewith.

Borrowing Mechanics. Term Loans and Revolving Loans made as Base Rate Loans on any Funding Date (other than Revolving Loans made pursuant to subsection 3.3B3.3B for the purpose of reimbursing an Issuing Lender for the amount of a drawing under a Letter of Credit issued by it) shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $500,000 in excess of 500,000; PROVIDED that amount. Term Loans or Revolving Loans made on any Funding Date as Eurodollar LIBOR Rate Loans with a particular Interest Period shall be in an aggregate minimum amount of $2,000,000 500,000 and integral multiples of $500,000 100,000 in excess of that amount. Whenever Company Borrower desires that Lenders make Term Loans or Revolving Loans it shall deliver to Administrative Agent a duly executed Notice of Borrowing no later than 1:00 P.M. (New York City time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar LIBOR Rate Loan) or no later than 1:00 P.M. (New York City time) on at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount and type of Loans requested, (iii) whether such Loans shall be Base Rate Loans or LIBOR Rate Loans, and (iv) in the case of any Loans requested to be made as LIBOR Rate Loans, the initial Interest Period requested therefor. Term Loans and Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar LIBOR Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering a the above-described Notice of Borrowing, Company Borrower may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided PROVIDED that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Borrowing to Administrative Agent on or before the applicable Funding Date; PROVIDED FURTHER that failure to give such written notice shall not affect the validity of such telephonic notice. Neither Administrative Agent nor any Lender shall incur any liability to Company Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer a duly authorized officer or other person authorized to borrow on behalf of Company Borrower or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D2.1B, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case Lenders in accordance with this Agreement, Agreement pursuant to any such telephonic notice Company Borrower shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company Borrower shall notify Administrative Agent prior to the funding of any Loans in the event that any of the matters to which Company Borrower is required to certify in the applicable Notice of Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company Borrower of the proceeds of any Loans shall constitute a re-certification by CompanyBorrower, as of the applicable Funding Date, as to the matters to which Company Borrower is required to certify in the applicable Notice of Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for a Eurodollar LIBOR Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and Company after the related Interest Rate Determination Date, and Borrower shall be bound to make a borrowing in accordance therewith.

Borrowing Mechanics. Term Loans or Revolving Loans made as Base Rate Loans on any Funding Date (other than Revolving Loans made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(iv) or Revolving Loans made pursuant to subsection 3.3B) shall be in an aggregate minimum amount of $1,000,000 5,000,000 and integral multiples of $500,000 1,000,000 in excess of that amount. ; provided that Term Loans made on any Funding Date as Eurodollar Rate Loans with a particular Interest Period shall be in an aggregate minimum amount of $2,000,000 and integral multiples of $500,000 equal to or in excess of that $5,000,000. Swing Line Loans made on any Funding Date may be in any aggregate amount. Whenever Company desires that Lenders make Term Loans or Revolving Loans it shall deliver to Administrative Agent a duly executed Notice of Borrowing no later than 1:00 2:00 P.M. (New York City time) at least (i) three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan); or (ii) or no later than 1:00 P.M. (New York City time) on one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line Loan (other than pursuant to subsection 2.1A(iv)(e)), it shall deliver to Swing Line Lender at the Swing Line Funding and Payment Office a duly executed Notice of Borrowing no later than 2:00 P.M. (New York City time) on the proposed Funding Date. Term Loans and Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering a Notice of Borrowing, Company may give Administrative Agent (or in the case of Swing Line Loans, Swing Line Lender) telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Borrowing to Administrative Agent (and Swing Line Lender, in the case of Swing Line Loans) on or before the applicable Funding Date. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent (or Swing Line Lender, as applicable) believes in good faith to have been given by an Officer or other person authorized to borrow on behalf of Company or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case in accordance with this Agreement, pursuant to any such telephonic notice Company shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company shall notify Administrative Agent (or, in the case of Swing Line Loans, Swing Line Lender) prior to the funding of any Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Borrowing is no longer true and correct in all material respects as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Loans shall constitute a re-certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for, or a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable and Company shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewith.

Borrowing Mechanics. Revolving Loans made as Base Rate Loans on any Funding Date (other than Revolving Loans made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(ii) or Revolving Loans made pursuant to subsection 3.3B) (A) that are Base Rate Loans shall be in an aggregate minimum amount of $1,000,000 5,000,000 and integral multiples of $500,000 1,000,000 in excess of that amount. Loans made on any Funding Date as amount and (B) that are Eurodollar Rate Loans with a particular Interest Period shall be in an aggregate minimum amount of $2,000,000 5,000,000 and integral multiples of $1,000,000 in excess of that amount. Swingline Loans made on any Funding Date shall be in an aggregate minimum amount of $500,000 and multiples of $100,000 in excess of that amount. Whenever Company the Borrower desires that Lenders make Revolving Loans it shall deliver to the Administrative Agent a duly executed Notice of Borrowing no later than 1:00 P.M. (New York City i) 10:00 A.M. (California time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan) or no later than 1:00 P.M. and (New York City ii) 10:00 A.M. (California time) on at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). Term Loans and Whenever the Borrower desires that the Swing Line Lender make a Swing Line Loan, it shall deliver to the Administrative Agent a duly executed Notice of Borrowing no later than 10:00 A.M. (California time) on the proposed Funding Date. Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering a Notice of Borrowing, Company the Borrower may give the Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Borrowing to the Administrative Agent on or before the applicable Funding Date. Neither the Administrative Agent nor any Lender shall incur any liability to Company the Borrower in acting upon any telephonic notice referred to above that the Administrative Agent believes in good faith to have been given by an Officer or other person authorized to borrow on behalf of Company the Borrower or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case in accordance with this Agreement, pursuant to any such telephonic notice Company the Borrower shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company The Borrower shall notify the Administrative Agent prior to the funding of any Loans in the event that any an event has occurred and is continuing or would result from the consummation of the matters to which Company is required to certify in the applicable Notice borrowing that would constitute an Event of Borrowing is no longer true and correct as Default or a Potential Event of the applicable Funding DateDefault, and the acceptance by Company the Borrower of the proceeds of any Loans shall constitute a re-certification by Companythe Borrower, as of the applicable Funding Date, as to the matters to which Company the Borrower is required to certify in the applicable Notice of Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for, or a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and Company after the related Interest Rate Determination Date, and the Borrower shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewith.

Borrowing Mechanics. LIBOR Loans made as Base Rate Loans on any Funding Date (other than Revolving Loans made pursuant to subsection 3.3B) shall be in an aggregate minimum amount of $1,000,000 500,000 and integral multiples of $500,000 100,000 in excess of that such amount. Loans made on (2) On any Funding Date as Eurodollar Rate Loans with a particular Interest Period day when any Borrower desires an advance under this subsection 2.1, Borrower Representative shall be in an aggregate minimum amount of $2,000,000 and integral multiples of $500,000 in excess of that amount. Whenever Company desires that Lenders make Loans it shall deliver to give Administrative Agent a duly executed Notice telephonic notice of Borrowing no later than the proposed borrowing by 1:00 P.M. p.m. (New York City time) at least on the Funding Date of a Base Rate Loan and three (3) Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate LIBOR Loan) or no later than 1:00 P.M. (New York City time) on , which notice shall also specify the proposed Funding Date (in the case which shall be a Business Day), whether such Loans shall consist of a Base Rate Loan). Term Loans and Revolving Loans may be continued as or converted into Base Rate Loans or LIBOR Loans, and Eurodollar Rate for LIBOR Loans the Interest Period applicable thereto, and the name(s) of Borrower(s) on whose behalf such Loans are being requested. Any such telephonic notice shall be confirmed in writing on the same day by delivery by one or both of the Borrower Representatives of a notice of Borrowing in the manner provided in subsection 2.2D. In lieu form of delivering Exhibit E annexed hereto (a "Notice of Borrowing, Company may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Borrowing to Administrative Agent on or before the applicable Funding Date"). Neither Administrative Agent nor any Lender shall incur any liability to Company in any Borrower for acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer a duly authorized officer or other person Person authorized to borrow convey such notice on behalf of Company a Borrower or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to 2.1(C). Neither Administrative Agent nor Lender will make any Loans pursuant to subsection 2.2D, in each case in accordance with this Agreement, advance pursuant to any such telephonic notice Company unless Collateral Agent has received the Borrowing Base Certificate and the Administrative Agent shall have effected Loans or a conversion or continuation, received all other documents most recently required under subsection 5.1 by 1:00 p.m. (New York time). Each Revolving Advance shall be deposited by wire transfer in immediately available funds in such account (of the Borrower on whose behalf such Revolving Advance was made) as the case Borrower Representative may be, hereunder. Company shall notify from time to time designate to Administrative Agent prior to the funding in writing. The becoming due of any Loans in the event that amount required to be paid under this Agreement or any of the matters other Loan Documents as principal, accrued interest and fees shall be deemed irrevocably to which Company is be a request by Borrowers or Borrower Representative for a Base Rate Revolving Advance on the due date of, and in the amount required to certify in the applicable Notice of Borrowing is no longer true pay, such principal, accrued interest and correct as of the applicable Funding Datefees, and the acceptance proceeds of each such Revolving Advance if made by Company Administrative Agent or any Lender shall be disbursed by Administrative Agent or such Lender by way of direct payment of the proceeds of any Loans shall constitute a re-certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable and Company shall be bound to make a borrowing in accordance therewithrelevant obligation.

Borrowing Mechanics. The Term Loans made as shall initially be Base Rate Loans. Revolving Loans on any Funding Date (other than Revolving Loans made pursuant to subsection 3.3B3.1 for the purpose of reimbursing any L/C Issuer for the amount of a drawing under a Letter of Credit issued by it) made on any Funding Date shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $500,000 in excess of that amount. Loans made on any Funding Date as Eurodollar Rate Loans with a particular Interest Period shall be in an aggregate minimum amount of $2,000,000 and integral multiples of $500,000 100,000 in excess of that amount. Whenever Company Borrower desires that Lenders make Revolving Loans to Borrower it shall deliver to Administrative Agent a duly executed Notice of Borrowing no later than 1:00 P.M. 11:00 A.M. (New York, New York City time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate LIBOR Loan) or no later than 1:00 P.M. (New York City time) on at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount of Revolving Loans requested, (iii) in the case of Revolving Loans not made on the Closing Date, whether such Loans shall be Base Rate Loans or LIBOR Loans, and (iv) in the case of any Loans requested to be made as LIBOR Loans, the initial Interest Period requested therefor. Term Loans and Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate LIBOR Loans in the manner provided in subsection 2.2D. In lieu of delivering a the above-described Notice of Borrowing, Company Borrower may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Borrowing to Administrative Agent on or before the applicable Funding Date. Neither Administrative Agent nor any Lender shall incur any liability to Company Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer a duly authorized officer or other person authorized to borrow on behalf of Company Borrower or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D2.1B, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case Lenders in accordance with this Agreement, Agreement pursuant to any such telephonic notice Company Borrower shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company Borrower shall notify Administrative Agent prior to the funding of any Loans in the event that any of the matters to which Company Borrower is required to certify in the applicable Notice of Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company Borrower of the proceeds of any Loans shall constitute a re-certification by CompanyBorrower, as of the applicable Funding Date, as to the matters to which Company Borrower is required to certify in the applicable Notice of Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable and Company shall be bound to make a borrowing in accordance therewith.

Borrowing Mechanics. Loans made as Base Rate Loans on any Funding Date (other than Revolving Loans made pursuant to subsection subsections 2.1B and 3.3B) shall be in an aggregate minimum amount of $1,000,000 200,000 and integral multiples of $500,000 100,000 in excess of that amount (or, if the amount of the Commitments unfunded and available for borrowing is less than such aggregate minimum amount. , an amount equal to the amount of the Commitments unfunded and available for borrowing); provided that Loans made on any Funding Date as Eurodollar Rate Loans with a particular Interest Period shall be in an aggregate minimum amount of $2,000,000 500,000 and integral multiples of $500,000 200,000 in excess of that amount. Whenever Company desires Borrowers desire that Lenders make Loans it (other than pursuant to subsections 2.1B and 3.3B) they shall deliver to Administrative Agent a duly executed Notice of Borrowing no later than 1:00 P.M. 10:00 A.M. (New York City time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan) or no later than 1:00 P.M. (New York City time) on at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). Term Loans and Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering a Notice of Borrowing, Company Borrowers may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B2.1C; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Borrowing to Administrative Agent on or before the applicable Funding Date. Neither Administrative Agent nor any Lender shall incur any liability to Company any Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer or other person authorized to borrow on behalf of Company a Borrower or for otherwise acting in good faith under this subsection 2.1B 2.1C or under subsection 2.2D, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case in accordance with this Agreement, pursuant to any such telephonic notice Company Borrowers shall have effected Loans or a conversion or continuation, as the case may be, of Loans hereunder. Company Borrowers shall notify Administrative Agent prior to the funding of any Loans in the event that any of the matters to which Company is Borrowers are required to certify in the applicable Notice of Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company Borrowers of the proceeds of any Loans shall constitute a re-certification by CompanyBorrowers, as of the applicable Funding Date, as to the matters to which Company is Borrowers are required to certify in the applicable Notice of Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for, or a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and Company after the related Interest Rate Determination Date, and Borrowers shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewith. Notwithstanding the foregoing provisions of this subsection 2.1C, no Eurodollar Rate Loans may be made and no Base Rate Loan may be converted into a Eurodollar Rate Loan until the third Business Day after the Closing Date.

Borrowing Mechanics. Term Loans or Revolving Loans made as Base Rate Loans on any Funding Date (other than Revolving Loans made pursuant to a request by Swing Line Lender pursuant to subsection 3.3B2.1A(v) for the purpose of repaying any Refunded Swing Line Loans or Revolving Loans made pursuant to subsection 3.3B for the purpose of reimbursing any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it) shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $500,000 1,000,000 in excess of that amount. ; provided that -------- Term Loans or Revolving Loans made on any Funding Date as Eurodollar Rate Loans with a particular Interest Period shall be in an aggregate minimum amount of $2,000,000 2,500,000 and integral multiples of $500,000 1,000,000 in excess of that amount. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $250,000 and integral multiples of $250,000 in excess of that amount. Whenever Company desires that Lenders make Term Loans or Revolving Loans it shall deliver to Administrative Agent a duly executed Notice of Borrowing no later than 1:00 P.M. 11:00 A.M. (New York City time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan) or no later than 1:00 P.M. (New York City time) on at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a Notice of Borrowing no later than 11:00 A.M. (New York City time) on the proposed Funding Date. The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount and type of Loans requested, (iii) in the case of Swing Line Loans and any Loans made on the Effective Date, that such Loans shall be Base Rate Loans, (iv) in the case of Term Loans and Revolving Loans not made on the Effective Date, whether such Loans shall be Base Rate Loans or Eurodollar Rate Loans, and (v) in the case of any Loans requested to be made as Eurodollar Rate Loans, the initial Interest Period requested therefor. Term Loans and Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering a the above-described Notice of Borrowing, Company may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided -------- that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Borrowing to Administrative Agent on or before the applicable Funding Date. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer a duly authorized officer or other person Person authorized to borrow on behalf of Company or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D2.1B, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case Lenders in accordance with this Agreement, Agreement pursuant to any such telephonic notice Company shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company shall notify Administrative Agent prior to the funding of any Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Loans shall constitute a re-certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing in accordance therewith.. C.

Borrowing Mechanics. Revolving Loans made as Base Rate Loans on any Funding Date (other than Revolving Loans made pursuant to subsection 3.3B) shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $500,000 100,000 in excess of that amount. Revolving Loans made on any Funding Date as Eurodollar Rate Loans with a particular Interest Period shall be in an aggregate minimum amount of $2,000,000 1,000,000 and integral multiples of $500,000 100,000 in excess of that amount. Whenever Company desires that Lenders make Revolving Loans it shall deliver to Administrative Agent a duly executed Notice of Borrowing no later than 1:00 P.M. (New York City time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan) or no later than 1:00 P.M. (New York City time) on at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). Term Loans and Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering a Notice of Borrowing, Company may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B2.1D; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Borrowing to Administrative Agent on or before the applicable Funding Date. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer or other person authorized to borrow on behalf of Company or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case in accordance with this Agreement, pursuant to any such telephonic notice Company shall have effected Loans or a conversion or continuation, as the case may be, hereunderCompany. Company shall notify Administrative Agent prior to the funding of any Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Loans shall constitute a re-certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable and Company shall be bound to make a borrowing in accordance therewith.

Borrowing Mechanics. Loans made as Base Rate Loans on any Funding Date (other than Revolving Loans made pursuant to subsection 3.3Bi) shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $500,000 in excess of that amount. Loans made on any Funding Date as Eurodollar Rate Loans with a particular Interest Period shall be in an aggregate minimum amount of $2,000,000 and integral multiples of $500,000 in excess of that amount. Whenever Company desires that Lenders make Loans it Parent shall deliver to the Administrative Agent a duly fully executed Borrowing Notice of Borrowing with respect to the Effective Date Term Loans no later than 1:00 P.M. 11:00 a.m. (New York City time), one (1) at least three Business Days in advance Day prior to the Effective Date or on such shorter notice as to which the Administrative Agent reasonably agrees. Promptly upon receipt by the Administrative Agent of such Borrowing Notice, the Administrative Agent shall notify each Lender of the proposed Funding Borrowing. (ii) No Borrowing Notice shall be required with respect to the Second Draw Term Loans. Each Lender with a Second Draw Term Loan Commitment hereby agrees to make the Second Draw Term Loans on the Second Draw Date without any requirement for further notice or satisfaction of any conditions precedent. (iii) Each Lender shall make its Effective Date Term Loan available to the Administrative Agent in an amount based on its Pro Rata Share of Borrowings under the case of a Eurodollar Rate Loan) or no Borrowing Notice in accordance with Section 2.2 not later than 1:00 P.M. 12:00 p.m. (New York City time) on the proposed Funding Date (Effective Date, by wire transfer of same day funds in Dollars, to the case Principal Office designated by the Administrative Agent. Upon receipt of a Base Rate Loan). Term Loans all requested funds and Revolving Loans may be continued as satisfaction or converted into Base Rate Loans and Eurodollar Rate Loans in waiver of the manner provided in subsection 2.2D. In lieu of delivering a Notice of Borrowingconditions precedent specified herein, Company may give the Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Borrowing to Administrative Agent on or before the applicable Funding Date. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer or other person authorized to borrow on behalf of Company or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case in accordance with this Agreement, pursuant to any such telephonic notice Company shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company shall notify Administrative Agent prior to the funding of any Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company of make the proceeds of any the Effective Date Term Loans available to Parent on the Effective Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by the Administrative Agent from Lenders to be credited by wire transfer to the account of Parent as may be designated in writing to the Administrative Agent by Parent. (iv) Each Lender shall constitute a re-certification make its Second Draw Term Loan available to the Administrative Agent in an amount based on its Second Draw Term Loan Commitment in not later than 12:00 p.m. (New York City time) on the Second Draw Date, by Companywire transfer of same day funds in Dollars, as to the Principal Office designated by the Administrative Agent. Upon receipt of all requested funds, the Administrative Agent shall make the proceeds of the applicable Funding Date, as Second Draw Term Loans available to Parent on the Second Draw Date by causing an amount of same day funds in Dollars equal to the matters to which Company is required to certify in the applicable Notice of Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable and Company shall be bound to make a borrowing in accordance therewith.39

Borrowing Mechanics. Loans made as Base Rate Loans on any Funding Date (other than Tranche A Revolving Loans made pursuant to a request by Swing Line Lender pursuant to subsection 3.3B2.1A(iii) for the purpose of repaying any Refunded Swing Line Loans or Loans made pursuant to subsection 3.3B for the purpose of reimbursing Issuing Lender for the amount of a drawing under a Letter of Credit issued by it and other than for Revolving Loans which constitute Rollover Borrowings in accordance with subsection 4.4) shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $500,000 1,000,000 in excess of that amount. ; provided that (a) Loans made on any Funding Date as Eurodollar LIBOR Rate Loans with a particular Interest Period shall be in an aggregate minimum amount of $2,000,000 5,000,000 and integral multiples of $500,000 1,000,000 in excess of that amount and (b) Swing Line Loans made on any Funding Date (other than Swing Line Loans made in accordance with the final sentence of the first paragraph of subsection 2.1A(iii)) shall be in an aggregate minimum amount of $100,000 and integral multiples of $1,000 in excess of that amount. Rollover Borrowings may be in any amount up to the maximum amount permitted pursuant to subsection 4.4 as of the applicable Funding Date. Whenever Company Borrower desires that Lenders Swing Line Lender make Loans a Swing Line Loan, it shall deliver to Administrative Managing Agent a duly executed Notice of Borrowing no later than 1:00 P.M. 12:00 Noon (New York City time) on the proposed Funding Date which may be delivered by courier or telecopy. Whenever Borrower desires that Lenders make Revolving Loans it shall deliver a Notice of Borrowing to Managing Agent which may be delivered by courier or telecopy no later than 12:00 Noon (New York time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar LIBOR Rate Loan), or at least one Business Day in advance of the proposed Funding Date (in the case of an Index Rate Loan in excess of $10,000,000 in the aggregate) or no later than 1:00 P.M. 11:00 A.M. (New York City time) on the proposed Funding Date (in the case of an Index Rate Loan of $10,000,000 or less in the aggregate and, in such case, Borrower shall concurrently deliver a Base Rate Loancopy of such Notice of Borrowing to each Lender which copy may be delivered by courier or telecopy). Term Whenever Borrower desires that Lenders make Revolving Loans constituting Rollover Borrowings, it shall deliver to Managing Agent (and shall deliver to Lenders concurrently, a copy, which may be delivered by courier or telecopy), of a Notice of Borrowing (with appropriate insertions) no later than 11:00 A.M. (New York time) on the proposed Funding Date. The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount of Loans requested, (iii) in the case of Swing Line Loans, Revolving Loans made on the Restatement Effective Date and Revolving Loans which are Rollover Borrowings, that such Loans shall be Index Rate Loans, (iv) in the case of Revolving Loans not made on the Restatement Effective Date or which are not Rollover Borrowings, whether such Loans shall be Index Rate Loans or LIBOR Rate Loans, and (v) in the case of any Loans requested to be made as LIBOR Rate Loans, the initial Interest Period requested therefor. Revolving Loans (which are not Rollover Borrowings) may be continued as or converted into Base Index Rate Loans and Eurodollar LIBOR Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering a the above-described Notice of Borrowing, Company Borrower may give Administrative Managing Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Borrowing to Administrative Managing Agent on which may be delivered by courier or before the applicable Funding Datetelecopy. Neither Administrative Managing Agent nor any Lender shall incur any liability to Company Borrower in acting upon any telephonic notice referred to above that Administrative Managing Agent believes in good faith to have been given by an Officer a duly authorized officer or other person authorized to borrow on behalf of Company Borrower or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D2.1B, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case Lenders in accordance with this Agreement, Agreement pursuant to any such telephonic notice Company Borrower shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company Borrower shall notify Administrative Managing Agent prior to the funding of any Loans in the event that any of the matters to which Company Borrower is required to certify in the applicable Notice of Borrowing is no longer true and correct in any material respect as of the applicable Funding Date, and the acceptance by Company Borrower of the proceeds of any Loans shall constitute a re-certification by CompanyBorrower, as of the applicable Funding Date, as to the matters to which Company Borrower is required to certify in the applicable Notice of Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for a Eurodollar LIBOR Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and Company after the related Interest Rate Determination Date, and Borrower shall be bound to make a borrowing in accordance therewith.

Borrowing Mechanics. Term Loans or Revolving Loans made as Base Rate Loans on any Funding Date (other than Revolving Loans made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(iii) or Revolving Loans made pursuant to subsection 3.3B) shall be in an aggregate minimum amount of $1,000,000 500,000 and integral multiples of $500,000 100,000 in excess of that amount. ; provided that Term Loans or Revolving Loans made on any Funding Date as Eurodollar Rate Loans with a particular Interest Period shall be in an aggregate minimum amount of $2,000,000 1,000,000 and integral multiples of $100,000 in excess of that amount. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $500,000 and multiples of $100,000 in excess of that amount. Whenever Company desires that Lenders make Term Loans or Revolving Loans it shall deliver to Administrative Agent a duly executed Notice of Borrowing no later than 1:00 P.M. 10:00 A.M. (New York City California time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan) or no later than 1:00 P.M. (New York City time) on at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a duly executed Notice of Borrowing no later than 12:00 Noon (California time) on the proposed Funding Date. Term Loans and Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering a Notice of Borrowing, Company may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Borrowing to Administrative Agent on or before the applicable Funding Date. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer or other person authorized to borrow on behalf of Company or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case in accordance with this Agreement, pursuant to any such telephonic notice Company shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company shall notify Administrative Agent prior to the funding of any Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Loans shall constitute a re-certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for, or a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewith. Notwithstanding the foregoing provisions of this subsection 2.1B, no Eurodollar Rate Loans may be made and no Base Rate Loan may be converted into a Eurodollar Rate Loan until the earlier of the sixtieth day after the Closing Date and the date specified by Administrative Agent to Company on which the primary syndication of the Loans has been completed.

Borrowing Mechanics. Term Loans or Revolving Loans made as Base Rate Loans on any Funding Date (other than Revolving Loans made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(ii) or Revolving Loans made pursuant to subsection 3.3B) shall be in an aggregate minimum amount of (a) for Term Loans, $1,000,000 2,500,000 and integral multiples of $500,000 in excess of that amount and (b) for Revolving Loans, $2,000,000 and multiples of $500,000 in excess of that amount. Swing Line Loans made on any Funding Date as Eurodollar Rate Loans with a particular Interest Period shall be in an aggregate minimum amount of $2,000,000 500,000 and integral multiples of $500,000 100,000 in excess of that amount. Whenever Company Borrower desires that Lenders make Term Loans or Revolving Loans it shall deliver to Administrative Agent a duly executed Notice of Borrowing no later than 1:00 P.M. 12:00 Noon (New York City time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar LIBOR Rate Loan) or no later than 1:00 P.M. (New York City time) on at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). Whenever Borrower desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Swing Line Lender, with a copy to Administrative Agent, a duly executed Notice of Borrowing no later than 12:00 Noon (New York City time) on the proposed Funding Date. Term Loans and Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar LIBOR Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering a Notice of Borrowing, Company Borrower may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Borrowing to Administrative Agent on or before the applicable Funding Date. Neither Administrative Agent nor any Lender shall incur any liability to Company Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer or other person authorized to borrow on behalf of Company Borrower or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case in accordance with this Agreement, pursuant to any such telephonic notice Company Borrower shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company Borrower shall notify Administrative Agent prior to the funding of any Loans in the event that any of the matters to which Company Borrower is required to certify in the applicable Notice of Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company Borrower of the proceeds of any Loans shall constitute a re-certification by CompanyBorrower, as of the applicable Funding Date, as to the matters to which Company Borrower is required to certify in the applicable Notice of Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for, or a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar LIBOR Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable irrevocable, and Company Borrower shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewith.

Borrowing Mechanics. Revolving Loans made as Base Rate Loans on any Funding Date (other than Revolving Loans made pursuant to subsection 3.3BSubsection III.C.1 for the purpose of reimbursing any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it) shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $500,000 in excess of that amount. Loans made on any Funding Date as Eurodollar Base Rate Loans with a particular Interest Period shall be or LIBOR Loans in an aggregate minimum amount of $2,000,000 and integral multiples of $500,000 in excess of that amountthe applicable Minimum Amount therefor. Whenever Company Borrower desires that Lenders make Revolving Loans it shall deliver to Administrative Agent a duly executed Notice of Borrowing no later than 1:00 P.M. 12:00 Noon (New York City time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate LIBOR Loan) or no later than 1:00 P.M. 12:00 Noon (New York City time) on the proposed Funding Date (in the case of a Base Rate Loan). Term The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount and Type of Loans requested, (iii) in the case of any Loans made on the Closing Date, that such Loans shall be Base Rate Loans, (iv) in the case of Loans not made on the Closing Date, whether such Loans shall be Base Rate Loans or LIBOR Loans, (v) in the case of any Loans requested to be made as LIBOR Loans, the initial Interest Period requested therefor and Revolving (vi) information about the account of Borrower to be credited. Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate LIBOR Loans in the manner provided in subsection 2.2D. Subsection II.B.3. In lieu of delivering a the above-described Notice of BorrowingBorrowing for any Loan, Company Borrower may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1BSubsection II.A.2; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Borrowing to Administrative Agent at Administrative Agent's Office no later than 2:00 P.M. (New York City time) on or before the applicable Funding Datedate such notice was given. Neither None of Administrative Agent nor or any Lender shall incur any liability to Company Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an a duly authorized Officer or other person Person authorized to borrow on behalf of Company Borrower or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2DSubsection II.A.2, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case Lenders in accordance with this Agreement, Agreement pursuant to any such telephonic notice Company Borrower shall have effected a borrowing of Loans or a conversion or continuation, as the case may be, hereunder. Company Borrower shall notify Administrative Agent prior to the funding of any Loans in the event that if any of the matters to which Company Borrower is required to certify in the applicable Notice of Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company Borrower of the proceeds of any Loans shall constitute a re-certification by CompanyBorrower, as of the applicable Funding Date, as to the matters to which Company Borrower is required to certify in the applicable Notice of Borrowing. Except as otherwise provided in subsections 2.6BSubsections II.F.1, 2.6C II.F.2 and 2.6GII.F.6, a Notice of Borrowing for a Eurodollar Rate LIBOR Loan (or telephonic notice in lieu thereof) shall be irrevocable once Administrative Agent receives such notice, and Company Borrower shall be bound to make a borrowing in accordance therewith.

Borrowing Mechanics. Revolving Loans made as Base Rate Loans on any Funding Date (other than Swing Line Loans, Revolving Loans made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(ii) or Revolving Loans made pursuant to subsection 3.3B) shall be in an aggregate minimum amount of $1,000,000 5,000,000 and integral multiples of $500,000 1,000,000 in excess of that amount. Swing Line Loans made on any Funding Date as Eurodollar Rate Loans with a particular Interest Period shall be in an aggregate minimum amount of $2,000,000 1,000,000 and integral multiples of $500,000 in excess of that amount. Whenever Company desires that Lenders make Revolving Loans it shall deliver to Administrative Agent a duly executed Notice of Revolving Borrowing no later than 1:00 P.M. (New York City Minneapolis time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan) or no later than 1:00 P.M. (New York City time) on at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). Term Loans and Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a duly executed Notice of Revolving Borrowing no later than 3:30 P.M. (Minneapolis time) on the proposed Funding Date. Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering a Notice of Revolving Borrowing, Company may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Revolving Borrowing to Administrative Agent on or before the applicable Funding Date. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer or other person authorized to borrow on behalf of Company or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case in accordance with this Agreement, pursuant to any such telephonic notice Company shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company shall notify Administrative Agent prior to the funding of any Revolving Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Revolving Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Revolving Loans shall constitute a re-certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Revolving Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Revolving Borrowing for, or a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewith.

Borrowing Mechanics. Term Loans or Revolving Loans (including any such Loans made as Base Eurodollar Rate Loans with a particular Interest Period) made on any Funding Date (other than Revolving Loans made pursuant to a request by Swing Line Lender pursuant to subsection 3.3B2.1A(iv) for the purpose of repaying any Refunded Swing Line Loans or Revolving Loans made pursuant to subsection 3.3B for the purpose of reimbursing any Issuing Lender for the amount of a drawing or payment under a Letter of Credit issued by it) shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $500,000 100,000 in excess of that amount. Swing Line Loans made on any Funding Date as Eurodollar Rate Loans with a particular Interest Period shall be in an aggregate minimum amount of $2,000,000 250,000 and integral multiples of $500,000 100,000 in excess of that amount. Whenever Company desires that Lenders make Term Loans or Revolving Loans it shall deliver to Chase Co-Administrative Agent on behalf of Company a duly executed Notice of Borrowing no later than 1:00 P.M. 12:00 Noon (New York City time) ), at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan) , or no later than 1:00 P.M. (New York City time) on at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan; provided, however, that Company may deliver to Chase Co-Administrative Agent a Notice of Borrowing no later than 11:00 AM (New York time) on the proposed Funding Date of any Tranche C Term Loans (other than Delayed-Draw Term Loans) to be borrowed at the Base Rate. Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Chase Co-Administrative Agent a Notice of Borrowing no later than 12:00 Noon (New York time) on the proposed Funding Date. The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount and type of Loans requested, (iii) in the case of Swing Line Loans, that such Loans shall be Base Rate Loans, (iv) in the case of any Loans other than Swing Line Loans, whether such Loans shall be Base Rate Loans or Eurodollar Rate Loans, and (v) in the case of any Loans requested to be made as Eurodollar Rate Loans, the initial Interest Period requested therefor. Term Loans and Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering a the above-described Notice of Borrowing, Company may give Chase Co-Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Borrowing to Chase Co-Administrative Agent on or before the applicable Funding Date. Neither Chase Co-Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Chase Co-Administrative Agent believes in good faith to have been given by an Officer a duly authorized officer or other person authorized to borrow on behalf of Company or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D2.1B, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case Lenders in accordance with this Agreement, Agreement pursuant to any such telephonic notice Company shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company shall notify Chase Co-Administrative Agent prior to the funding of any Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Borrowing is are no longer true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Loans shall constitute a re-certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing in accordance therewith.

Borrowing Mechanics. Term Loans under a respective Tranche made on any Funding Date as Base Rate Loans on any Funding Date (other than Revolving or as LIBOR Loans made pursuant to subsection 3.3B) with a particular Interest Period shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $500,000 100,000 in excess of that amount. Revolving Loans made on any Funding Date as Eurodollar Rate Loans with a particular Interest Period shall be in an aggregate minimum amount of $2,000,000 1,000,000 and integral multiples of $500,000 100,000 in excess of that amount. Whenever Company desires that Lenders make Term Loans (whether Initial Term Loans, Delayed Draw Term Loans or Incremental Term Loans) or Revolving Loans to Company it shall deliver to Administrative Agent at the Notice Office a duly executed Notice of Borrowing no later than 1:00 P.M. 11:00 A.M. (New York City time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate LIBOR Loan) or no later than 1:00 P.M. 11:00 A.M. (New York City time) on the any proposed Funding Date (in the case of a Base Rate Loan). The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount of such borrowing requested and whether the respective borrowing shall consist of Initial Term Loans, Delayed Draw Term Loans, Revolving Loans or Incremental Term Loans, and if Incremental Term Loans, the specific Tranche thereof, (iii) in the case of Revolving Loans not made on the Closing Date, whether such Loans shall be Base Rate Loans or LIBOR Loans, and (iv) in the case of any Loans requested to be made as LIBOR Loans, the initial Interest Period requested therefor. Term Loans and Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate LIBOR Loans in the manner provided in subsection Section 2.2D. In lieu of delivering a the above-described Notice of Borrowing, Company may give Administrative Agent telephonic notice by of the required time of any proposed borrowing under this subsection Section 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Borrowing to Administrative Agent on or before the applicable Funding Date. Administrative Agent shall promptly give each Lender which is required to make Loans of the Tranche specified in the respective Notice of Borrowing, written notice (or telephonic notice promptly confirmed in writing) of each proposed borrowing, of such Lender’s proportionate share thereof and of the other matters required by this Section 2.1B to be specified in the Notice of Borrowing. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer a duly authorized officer or other person authorized to borrow on behalf of Company or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2DSection 2.1B, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case Lenders in accordance with this Agreement, Agreement pursuant to any such telephonic notice Company shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company shall notify Administrative Agent prior to the funding of any Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Loans shall constitute a re-certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable and Company shall be bound to make a borrowing in accordance therewith.

Borrowing Mechanics. Revolving Loans made as Base Rate Loans on any Funding Date (other than Revolving Loans made pursuant to a request by Swing Line Lender pursuant to subsection 3.3B2.1A(iii) for the purpose of repaying any Refunded Swing Line Loans or Revolving Loans made pursuant to subsection 3.3B for the purpose of reimbursing any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it) shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $500,000 100,000 in excess of that amount. ; provided that Revolving Loans made on any Funding Date as Eurodollar Rate LIBOR Loans with a particular Interest Period shall be in an aggregate minimum amount of $2,000,000 and integral multiples of $500,000 100,000 in excess of that amount. Any Swing Line Loan made on any Funding Date shall be in a minimum amount of $250,000 and integral multiples of $100,000 in excess of that amount. Whenever Company Borrower desires that Lenders make Revolving Loans it shall deliver to Administrative Agent a duly executed Notice of Borrowing no later than 1:00 P.M. 10:00 A.M. (New York City time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate LIBOR Loan) or no later than 1:00 P.M. (New York City time) on at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). Term Whenever Borrower desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Swing Line Lender at Swing Line Lender’s Office (with a copy to Administrative Agent at Administrative Agent’s Office) a Notice of Borrowing no later than 12:00 Noon (New York City time) on the proposed Funding Date. The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount and Type of Loans requested, (iii) in the case of Swing Line Loans and any Loans made on the Closing Date, that such Loans shall be Base Rate Loans, (iv) in the case of Revolving Loans not made on the Closing Date, whether such Loans shall be Base Rate Loans or LIBOR Loans, (v) in the case of any Loans requested to be made as LIBOR Loans, the initial Interest Period requested therefor and (vi) information about the account of Borrower to be credited. Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate LIBOR Loans in the manner provided in subsection 2.2D. In lieu of delivering a the above-described Notice of BorrowingBorrowing for any Loan other than a Swing Line Loan, Company Borrower may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Borrowing to Administrative Agent at Administrative Agent’s Office no later than 2:00 P.M. (New York City time) on or before the applicable Funding Datedate such notice was given. Neither In lieu of delivering the above-described Notice of Borrowing for any Swing Line Loan, Borrower may give Swing Line Lender telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Borrowing to Swing Line Lender at Swing Line Lender’s Office (with a copy to Administrative Agent nor at Administrative Agent’s Office) no later than 2:00 P.M. (New York City time) on the date such notice was given. None of Administrative Agent, Swing Line Lender or any Lender shall incur any liability to Company Borrower in acting upon any telephonic notice referred to above that Administrative Agent or Swing Line Lender believes in good faith to have been given by an a duly authorized Officer or other person authorized to borrow on behalf of Company Borrower or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D2.1B, and upon funding of Revolving Loans by LendersLenders or Swing Line Loans by Swing Line Lender, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case in accordance with this Agreement, Agreement pursuant to any such telephonic notice Company Borrower shall have effected Revolving Loans or a conversion or continuation, as the case may be, Swing Line Loans hereunder. Company Borrower shall notify Administrative Agent prior to the funding of any Loans in the event that if any of the matters to which Company Borrower is required to certify in the applicable Notice of Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company Borrower of the proceeds of any Loans shall constitute a re-certification by CompanyBorrower, as of the applicable Funding Date, as to the matters to which Company Borrower is required to certify in the applicable Notice of Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for a Eurodollar Rate LIBOR Loan (or telephonic notice in lieu thereof) shall be irrevocable once Administrative Agent receives such notice, and Company Borrower shall be bound to make a borrowing in accordance therewith. Notwithstanding anything to the contrary contained herein, there shall be no Borrowings comprised of LIBOR Loans and no conversions of Base Rate Loans into LIBOR Loans until the date that is 7 days after the Closing Date.

Borrowing Mechanics. (1) LIBOR Loans made as Base Rate Loans on any Funding Date (other than Revolving Loans made pursuant to subsection 3.3B) ------------------- shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $500,000 100,000 in excess of that such amount. Loans made (2) On any day Borrower desires to borrow under this subsection 2.1, Borrower shall give Agent telephonic notice of the -------------- proposed borrowing by 11:00 a.m. Central time on any the Funding Date as Eurodollar of a Base Rate Loans with a particular Interest Period shall be in an aggregate minimum amount of $2,000,000 Loan and integral multiples of $500,000 in excess of that amount. Whenever Company desires that Lenders make Loans it shall deliver to Administrative Agent a duly executed Notice of Borrowing no later than 1:00 P.M. two (New York City time2) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate LIBOR Loan, which notice (a "Notice of Borrowing") or no later than 1:00 P.M. (New York City time) on shall also specify the proposed Funding Date (in the case of which shall be a Business Day), whether such Loan shall be a Base Rate Loan or a LIBOR Loan), and, for a LIBOR Loan, the Interest Period applicable thereto. Term Loans and Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering a Notice of Borrowing, Company may give Administrative Agent Any such telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Borrowing to Administrative Agent on or before the applicable Funding Datesame day. Neither Administrative Agent nor any Lender shall incur any liability to Company in Borrower for acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer a duly authorized officer or other person authorized to borrow on behalf of Company Borrower or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to 2.1(C). -------------- Neither Agent nor Lender will make any Loans pursuant to subsection 2.2D, in each case in accordance with this Agreement, advance pursuant to any such telephonic notice Company unless Agent has also received the Borrowing Base Certificate for such day and all other documents required under subsection 5.1(F) by 12:00 noon (New York -------------- time). The making of an advance pursuant to telephonic notice shall have effected Loans or constitute a conversion or continuationLoan under this Agreement. Each such advance to a Borrower under the Revolving Loan Commitment shall be deposited by wire transfer in immediately available funds in such account as Borrower may from time to time designate to Agent in writing. If the Borrower fails to repay a LIBOR Loan on the due date thereof, as the case may besuch LIBOR Loan shall, hereundersubject to Section 2.2 hereof, be deemed converted into a Base Rate Loan on such due date. Company shall notify Administrative Agent prior to the funding The becoming due of any Loans in the event that amount required to be paid under this Agreement or any of the matters other Loan Documents as principal, accrued interest and fees shall be deemed irrevocably to which Company is be a request by Borrower for a Base Rate Loan in the amount required to certify in the applicable Notice of Borrowing is no longer true pay, such principal, accrued interest and correct as of the applicable Funding Datefees, and the acceptance proceeds of each such Base Rate Loan if made by Company Agent or any Lender shall be disbursed by Agent or such Lender by way of direct payment of the proceeds of any Loans shall constitute a re-certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable and Company shall be bound to make a borrowing in accordance therewithrelevant obligation.

Borrowing Mechanics. Loans made as Base Rate Loans on any Funding Date (other than Swing Line Loans, Revolving Loans made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(iii) or Revolving Loans made pursuant to subsection 3.3B) shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $500,000 250,000 in excess of that amount. ; provided that Loans made on any Funding Date as Eurodollar Rate LIBOR Loans with a particular Interest Period shall be in an aggregate minimum amount of $2,000,000 2,500,000 and integral multiples of $500,000 250,000 in excess of that amount. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $100,000 and multiples of $100,000 in excess of that amount. Whenever Company desires that Lenders make Term Loans or Revolving Loans it shall deliver to Administrative Agent a duly executed Notice of Borrowing no later than 1:00 P.M. 11:00 A.M. (New York City time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate LIBOR Loan) or no later than 1:00 P.M. (New York City time) on at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a duly executed Notice of Borrowing no later than 11:00 A.M. (New York City time) on the proposed Funding Date. Term Loans and Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate LIBOR Loans in the manner provided in subsection 2.2D. In lieu of delivering a Notice of Borrowing, Company may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Borrowing to Administrative Agent on or before the applicable Funding Date. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer or other person authorized to borrow on behalf of Company or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case in accordance with this Agreement, pursuant to any such telephonic notice Company shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company shall notify Administrative Agent prior to the funding of any Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Loans shall constitute a re-certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for, or a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate LIBOR Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewith.

Borrowing Mechanics. (1) LIBOR Loans made as Base Rate Loans on any Funding Date (other than Revolving Loans made pursuant to subsection 3.3B) shall be in an aggregate minimum amount of $1,000,000 5,000,000 and integral multiples of $500,000 100,000 in excess of that such amount. Loans made (2) On any day when Borrower desires a Revolving Advance under this subsection 2.1, Borrower shall give Agent written or telephonic notice of the proposed borrowing by 1:00 p.m. Chicago time on any the Funding Date as Eurodollar of an Index Rate Loans with a particular Interest Period shall be in Loan less than $10,000,000, written or telephonic notice by 1:00 p.m. Chicago time one (1) Business Day prior to the Funding Date of an aggregate minimum amount of Index Rate Loan equal to or greater than $2,000,000 10,000,000, and integral multiples of $500,000 in excess of that amount. Whenever Company desires that Lenders make Loans it shall deliver to Administrative Agent a duly executed Notice of Borrowing no later than 1:00 P.M. three (New York City time3) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate LIBOR Loan) or no later than 1:00 P.M. (New York City time) on , which notice shall specify the proposed Funding Date (in the case which shall be a Business Day), whether such Loans shall consist of a Base Rate Loan). Term Loans and Revolving Loans may be continued as or converted into Base Index Rate Loans and Eurodollar Rate Loans in or LIBOR Loans, and, for LIBOR Loans, the manner provided in subsection 2.2D. In lieu of delivering Interest Period applicable thereto. Any such telephonic notice shall be confirmed with a Notice of Borrowing, Company may give Administrative Agent telephonic notice by Borrowing on the required time of any proposed borrowing under this subsection 2.1B; provided that same day as such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Borrowing to Administrative Agent on or before the applicable Funding Daterequest. Neither Administrative Agent nor any Lender shall incur any liability to Company in Borrower for acting upon any telephonic notice referred to above that Administrative or a Notice of Borrowing Agent believes in good faith to have been given by an Officer a duly authorized officer or other person authorized to borrow on behalf of Company Borrower or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect 2.1(F). Neither Agent nor Lender will be required to make any Loans pursuant to subsection 2.2D, in each case in accordance with this Agreement, advance pursuant to any such telephonic or written notice Company shall have effected Loans or a conversion or continuationNotice of Borrowing, unless all of the terms and conditions set forth in Section 3 and the Conditions Rider have been satisfied and Agent has also received the most recent Consolidating Borrowing Base Certificates and Consolidated Borrowing Base Certificate and all other documents required under Section 5 and the Reporting Rider by 1:00 p.m. Chicago time on the date of such funding request. Each Advance shall be deposited by wire transfer in immediately available funds in such account as the case Borrower may be, hereunderfrom time to time designate to Agent in writing. Company shall notify Administrative Agent prior to the funding The becoming due of any Loans in the event that amount required to be paid under this Agreement or any of the matters other Loan Documents as principal, Lender Letter of Credit reimbursement obligation, accrued interest, fees, compensation or any other amounts shall be deemed irrevocably to be an automatic request by Borrower for a Revolving Advance, which Company is shall be an Index Rate Loan on the due date of, and in the amount required to certify in the applicable Notice pay (as set forth on Agent’s books and records), such principal, Lender Letter of Borrowing is no longer true and correct as of the applicable Funding DateCredit reimbursement obligation, and the acceptance by Company of the proceeds of accrued interest fees, compensation or any Loans shall constitute a re-certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable and Company shall be bound to make a borrowing in accordance therewithother amounts.

Borrowing Mechanics. Term Loans or Revolving Loans (including any such Loans made as Base Eurodollar Rate Loans with a particular Interest Period) made on any Funding Date (other than Revolving Loans made pursuant to a request by Swing Line Lender pursuant to subsection 3.3B2.1A(iv) for the purpose of repaying any Refunded Swing Line Loans or Revolving Loans made pursuant to subsection 3.3B for the purpose of reimbursing any Issuing Lender for the amount of a drawing or payment under a Letter of Credit issued by it) shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $500,000 100,000 in excess of that amount. Swing Line Loans made on any Funding Date as Eurodollar Rate Loans with a particular Interest Period shall be in an aggregate minimum amount of $2,000,000 250,000 and integral multiples of $500,000 100,000 in excess of that amount. Whenever Company desires that Lenders make Term Loans or Revolving Loans it shall deliver to Chase Co- Administrative Agent on behalf of Company a duly executed Notice of Borrowing no later than 1:00 P.M. 12:00 Noon (New York City time) ), at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan) , or no later than 1:00 P.M. (New York City time) on at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan. Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Chase Co-Administrative Agent a Notice of Borrowing no later than 12:00 Noon (New York time) on the proposed Funding Date. The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount and type of Loans requested, (iii) in the case of Swing Line Loans, that such Loans shall be Base Rate Loans, (iv) in the case of any Loans other than Swing Line Loans, whether such Loans shall be Base Rate Loans or Eurodollar Rate Loans, and (v) in the case of any Loans requested to be made as Eurodollar Rate Loans, the initial Interest Period requested therefor. Term Loans and Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering a the above-described Notice of Borrowing, Company may give Chase Co-Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Borrowing to Chase Co-Administrative Agent on or before the applicable Funding Date. Neither Chase Co-Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Chase Co-Administrative Agent believes in good faith to have been given by an Officer a duly authorized officer or other person authorized to borrow on behalf of Company or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D2.1B, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case Lenders in accordance with this Agreement, Agreement pursuant to any such telephonic notice Company shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company shall notify Chase Co-Administrative Agent prior to the funding of any Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Borrowing is are no longer true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Loans shall constitute a re-certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing in accordance therewith.

Borrowing Mechanics. Loans made as Base Additional AXELs that are Eurodollar Rate Loans on any Funding Date (other than Revolving Loans made pursuant to subsection 3.3B) AXELs with a particular Interest Period shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $500,000 100,000 in excess of that amount. Loans made on any Funding Date as Eurodollar Rate Loans with a particular Interest Period shall be in an aggregate minimum amount of $2,000,000 and integral multiples of $500,000 in excess of that amount. Whenever When Company desires that Lenders make Loans Additional AXELs it shall deliver to Administrative Agent a duly executed Notice of Borrowing no later than 1:00 P.M. 10:00 A.M. (New York City time) at least three Business Days in advance of the proposed Funding Restatement Effective Date (in the case of a Additional AXELs that are Eurodollar Rate LoanAXELs) or no later than 1:00 P.M. (New York City time) on at least one Business Day in advance of the proposed Funding Closing Date (in the case of a Additional AXELs that are Base Rate LoanAXELs). Term Loans The Notice of Borrowing shall specify (i) the proposed Restatement Effective Date (which shall be a Business Day), (ii) the amount requested, (iii) whether such Additional AXELS shall be Base Rate AXELs or Eurodollar Rate AXELs and Revolving Loans (iv) in the case of any Additional AXELS requested to be made as Eurodollar Rate AXELs, the initial Interest Period requested therefor. Additional AXELs may be continued as or converted into Base Rate Loans AXELs and Eurodollar Rate Loans AXELs in the manner provided in subsection 2.2D. In lieu of delivering a the above-described Notice of Borrowing, Company may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Borrowing to Administrative Agent on or before the applicable Funding Restatement Effective Date. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer a duly authorized officer or other person authorized to borrow on behalf of Company or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D2.1B, and upon funding of Loans Additional AXELs by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case Lenders in accordance with this Agreement, Agreement pursuant to any such telephonic notice Company shall have effected Loans or a conversion or continuation, as the case may be, Additional AXELs hereunder. Company shall notify Administrative Agent prior to the funding of any Loans Restatement Effective Date in the event that any of the matters to which Company is required to certify in the applicable Notice of Borrowing is no longer true and correct as of the applicable Funding Restatement Effective Date, and the acceptance by Company of the proceeds of any Loans Additional AXELs shall constitute a re-certification by Company, as of the applicable Funding Restatement Effective Date, as to the matters to which Company is required to certify in the applicable Notice of Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for a Additional AXELs that are Eurodollar Rate Loan AXELs (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing in accordance therewith.

Borrowing Mechanics. Loans made as All Base Rate Loans on any Funding Date (other than Revolving Loans made pursuant to subsection 3.3B) shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $500,000 in excess of that amount. Loans made on any Funding Date as Eurodollar Rate Loans with a particular Interest Period shall be in an aggregate a minimum principal amount of $2,000,000 and integral multiples 10,000.00. All LIBOR Rate Loans made on any Funding Date shall be in a minimum principal amount of $500,000 in excess of that amount1,000,000.00. Whenever Company When Borrower desires that Lenders make Loans to borrow under this subsection 2.1, it shall deliver to Administrative Agent a duly executed Notice of Borrowing no later than 1:00 P.M. 11:00 A.M. (New York City Chicago, Illinois time) (i) on the proposed Funding Date in the case of a requested Base Rate Loan in an aggregate principal amount not to exceed $5,000,000.00 and (ii) at least three one (1) Business Days in advance of the proposed Funding Date (in the case of a Eurodollar requested Base Rate LoanLoan in an aggregate principal amount in excess of $5,000,000.00 and (iii) or no later than 1:00 P.M. at least three (New York City time3) on Business Days in advance of the proposed Funding Date (in the case of a requested LIBOR Loan. Loans made on the Closing Date shall be made and continued as Base Rate Loan)Loans for at least ten (10) days after the Closing Date. Term Loans and Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans LIBOR Loans, as the case may be, in the manner provided in subsection 2.2D. 2.2(C) on and after the date ten (10) days after the Closing Date. A notice of Borrowing for a LIBOR Loan (or telephone notice in lieu thereof) shall be irrevocable once given and Borrower shall be bound to make a borrowing in accordance therewith. In lieu of delivering a the above described Notice of Borrowing, Company Borrower may give Administrative Agent telephonic notice by the required time of any the proposed borrowing under this subsection 2.1Bborrowing; provided PROVIDED that such notice shall be promptly promptly, and in any event within one Business Day, confirmed in writing by delivery of a duly executed Notice of Borrowing to Administrative Agent on or before the applicable Funding DateAgent. Neither Administrative Agent nor any Lender shall incur any liability to Company in Borrower for acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer a duly authorized officer or other person authorized to borrow on behalf of Company Borrower or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D, and upon funding 2.1(E). The making of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans an advance pursuant to subsection 2.2D, in each case in accordance with this Agreement, pursuant to any such telephonic notice Company shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company shall notify Administrative Agent prior to the funding of any Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Loans shall constitute a re-certification by Company, Loan under this Agreement. Agent may disburse funds and settle the accounts with Lenders as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Borrowing. Except as otherwise provided in subsections 2.6Bsubsection 2.11, 2.6C and 2.6Gor at Agent's option, Agent may promptly after receipt of a Notice of Borrowing for a Eurodollar Rate Loan (or telephonic notice in lieu thereof), notify each Lender of the proposed borrowing; provided that Agent shall promptly after receipt of a Notice of Borrowing relating to a LIBOR Loan notify each Lender of such proposed borrowing. If Agent so requests, each Lender shall then make the amount of its Loan available to Agent, in same day funds, not later than 11:00 A.M. (Chicago, Illinois time) on the applicable Funding Date by wire transfer to the following account: First National Bank of Chicago Xxx Xxxxx Xxxxxxxx Xxxxx Xxxxxxx, Xxxxxxxx 00000 ABA No. 0000-0000-0 Account No. 0000000 Reference: Xxxxxx Corporate Finance Group for the benefit of Central Products Company or at such other place as Agent may direct from time to time by notice to Lenders. If Agent, on behalf of Lenders, disburses funds to Borrower for Loans requested and any Lender fails to pay the amount of its Pro Rata Share (calculated with respect to the applicable Commitment for the Loan in question) forthwith upon Agent's demand, Agent shall promptly notify Borrower, and Borrower shall immediately repay such amount to Agent with interest thereon at the rate payable under subsection 2.2. Nothing in this subsection 2.1(E) shall be irrevocable and Company deemed to require Agent to advance funds on behalf of any Lender or to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Borrower may have against any Lender as a result of any default by such Lender hereunder. Upon satisfaction or waiver of the applicable conditions precedent specified in Section 3, Agent shall make the proceeds of such Loans available to Borrower on such Funding Date by causing an amount of same day funds equal to the proceeds of all such Loans received by Agent to be bound deposited in such account of Borrower as Borrower may from time to make a borrowing time designate to Agent in accordance therewithwriting.

Borrowing Mechanics. Loans made as Base Rate Loans on any Funding Date (other than Revolving Working Capital Loans deemed made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(iv) for the purpose of repaying any Refunded Swing Line Loans or Working Capital Loans made pursuant to subsection 3.3B3.3B for the purpose of reimbursing any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it ("LC REFUNDING LOANS")) shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $500,000 100,000 in excess of that amount. Swing Line Loans made on any Funding Date as Eurodollar Rate Loans with a particular Interest Period shall be in an aggregate minimum amount of $2,000,000 250,000 and integral multiples of $500,000 10,000 in excess of that amount. Whenever Company desires that Lenders make Loans (other than Swing Line Loans or LC Refunding Loans) it shall deliver to Administrative Agent a duly executed Notice of Borrowing no later than 1:00 P.M. 12:00 Noon (New York City Chicago time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan, other than Eurodollar Loans to be made on the Closing Date or the Merger Date, if the Merger Date occurs on or prior to three Business Days after the Closing Date) or no later than 1:00 P.M. 12:00 Noon (New York City Chicago time) on the proposed Funding Date (in the case of a Base Rate Loan). Term Loans and Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering Whenever Company desires that Swing Line Lender make a Notice of BorrowingSwing Line Loan, Company may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided that such notice it shall be promptly confirmed in writing by delivery of a duly executed Notice of Borrowing deliver to Administrative Agent on or before the applicable Funding Date. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer or other person authorized to borrow on behalf of Company or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case in accordance with this Agreement, pursuant to any such telephonic notice Company shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company shall notify Administrative Agent prior to the funding of any Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Loans shall constitute a re-certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for no later than 12:00 Noon (Chicago time) on the proposed Funding Date. The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount and type of Loans requested, (iii) in the case of Swing Line Loans, that such Loans shall be Base Rate Loans, (iv) in the case of any other Loans, whether such Loans shall be Base Rate Loans or Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable and Company shall be bound to make a borrowing in accordance therewith.Loans, and

Borrowing Mechanics. Term Loans or Revolving Loans (including any such Loans made as Base Eurodollar Rate Loans with a particular Interest Period) made on any Funding Date (other than Revolving Loans made pursuant to a request by the Swing Line Lender pursuant to subsection 3.3B2.1A(iv) shall be in an aggregate minimum for the purpose of repaying any Refunded Swing Line Loans and Revolving Loans made pursuant to subsection 3.3B for the purpose of reimbursing the Issuing Bank for the amount of $1,000,000 and integral multiples a drawing or payment under a Letter of $500,000 in excess of that amount. Loans made on any Funding Date as Eurodollar Rate Loans with a particular Interest Period Credit issued by it) shall be in an aggregate minimum amount of $2,000,000 and integral multiples of $500,000 in excess of that amount; provided that any Eurodollar Rate Loan shall be in a minimum amount of $2,500,000 and integral multiples of $500,000 in excess of that amount. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $500,000 and integral multiples of $100,000 in excess of that amount. Whenever the Company desires that the Lenders make Term Loans or Revolving Loans it shall deliver to the Administrative Agent a duly executed Notice of Borrowing no later than 1:00 P.M. 11:00 a.m. (New York City time) ), at least three (3) Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan, or at least one (1) or no later than 1:00 P.M. (New York City time) on Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan. Whenever the Company desires that the Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a Notice of Borrowing no later than 11:00 a.m. (New York time) on the proposed Funding Date. The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount and type of Loans requested, (iii) in the case of Swing Line Loans and Loans made on the Closing Date, that such Loans shall be Base Rate Loans, (iv) in the case of any Loans other than Swing Line Loans, whether such Loans shall be Base Rate Loans or Eurodollar Rate Loans, and (v) in the case of any Loans requested to be made as Eurodollar Rate Loans, the initial Interest Period requested therefor. Term Loans and Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering a the above-described Notice of Borrowing, the Company may give the Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Borrowing to the Administrative Agent on or before the applicable Funding Date. Neither the Administrative Agent nor any Lender shall incur any liability to the Company in acting upon any telephonic notice referred to above that the Administrative Agent believes in good faith to have been given by an Officer a duly authorized officer or other person authorized to borrow on behalf of the Company or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D2.1B, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case Lenders in accordance with this Agreement, Agreement pursuant to any such telephonic notice the Company shall have effected Loans or a conversion or continuation, as the case may be, hereunder. The Company shall notify the Administrative Agent prior to the funding of any Loans in the event that any of the matters to which the Company is required to certify in the applicable Notice of Borrowing is are no longer true and correct as of the applicable Funding Date, and the acceptance by the Company of the proceeds of any Loans shall constitute a re-certification by the Company, as of the applicable Funding Date, as to the matters to which the Company is required to certify in the applicable Notice of Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the Related Interest Rate Determination Date, and the Company shall be bound to make a borrowing in accordance therewith.

Borrowing Mechanics. Revolving Loans made as Base Rate Loans on any Funding Date by way of Prime Rate Loans (other than Swing Line Loans) or Bankers’ Acceptances (other than Revolving Loans made pursuant to a request by Swing Line Lender pursuant to subsection 3.3B2.1A(ii)(d), or Revolving Loans made pursuant to subsection 4.3C) shall be in an aggregate minimum amount of $1,000,000 Cdn.$1,000,000 and integral multiples of $500,000 Cdn.$100,000 in excess of that amount. Swing Line Loans made on any Funding Date as Eurodollar Rate Loans with pursuant to a particular Interest Period Notice of Borrowing shall be in an aggregate minimum amount of $2,000,000 Cdn.$1,000,000 and integral multiples of $500,000 Cdn.$100,000 in excess of that amount. Swing Line Loans made pursuant to subclause 2.1A(ii)(b) do not require a notice of Borrowing, and are not subject to minimum amounts except as set out in that subclause. Prime Rate Loans made by Revolving Lenders weekly (or at the request of Swing Line Lender) pursuant to subclause 2.1A(ii)(d) shall be in minimum amounts of Cdn.$500,000 and multiples of Cdn.$100,000 in excess thereof. Whenever Company desires that Lenders make Revolving Loans by way of Prime Rate Loans (other than Swing Line Loans), it shall deliver to Administrative Agent a duly executed Notice of Borrowing no later than 1:00 P.M. 11:00 a.m. (New York City Toronto time) at least one Business Day in advance of the proposed Funding Date. Whenever Company desires that Lenders make Revolving Loans by way of Bankers’ Acceptances, it shall deliver to Administrative Agent a duly executed Notice of Borrowing no later than 11:00 a.m. (Toronto time) at least three Business Days in advance of the proposed Funding Date (in the case Date. Whenever Company desires that Swing Line Lender make a Swing Line Loan pursuant to clause 2.1A(ii)(c), it shall deliver to Swing Line Lender, with a copy to Administrative Agent, a duly executed Notice of a Eurodollar Rate Loan) or Borrowing no later than 1:00 P.M. 11:00 a.m. (New York City Toronto time) on the proposed Funding Date (in the case of a Base Rate Loan). Term Loans and Revolving Loans which for greater certainty may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering a Notice of Borrowing, Company may give Administrative Agent telephonic notice delivered by the required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Borrowing to Administrative Agent on or before the applicable Funding Date. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer or other person authorized to borrow on behalf of Company or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case in accordance with this Agreement, pursuant to any such telephonic notice Company shall have effected Loans or a conversion or continuation, as the case may be, hereunderfacsimile transmission). Company shall notify Administrative Agent prior to the funding of any Loans requested by Company in the event that any of the matters to which Company is required to certify in the applicable Notice of Borrowing is no longer true and correct as of the applicable Funding Date, and the . The acceptance by Company of the proceeds of any Loans (including Swing Line Loans) shall constitute a re-certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable any Notice of Borrowing. Except as otherwise provided set out in subsections 2.6B, 2.6C and 2.6Gsubsection 2.6C, a Notice of Borrowing for, or a Notice of Conversion/Rollover for a Eurodollar Rate Loan (Conversion to, or telephonic notice in lieu thereof) Rollover of, Bankers’ Acceptances shall be irrevocable irrevocable, and Company shall be bound to make a borrowing or to effect a Conversion or Rollover in accordance therewith. Notwithstanding the foregoing provisions of this subsection 2.1B, no Bankers’ Acceptances may be made and no Prime Rate Loan may be converted into Bankers’ Acceptances until the earlier of the 30th day after the Closing Date and the date specified by Administrative Agent to Company on which the primary syndication of the Loans has been completed.

Borrowing Mechanics. Series A Revolving Loans (other than Loans made as Base Rate pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(v) for the purpose of repaying any Refunded Swing Line Loans) or Series B Term Loans or Series C Term Loans or Incremental Loans, if any, made on any Funding Date (other than Revolving Loans made pursuant to subsection 3.3B) shall be in an aggregate minimum amount of $1,000,000 5,000,000 and integral multiples of $500,000 in excess of that amount. Loans made on any Funding Date as Eurodollar Rate Loans with a particular Interest Period shall be in an aggregate minimum amount of $2,000,000 and integral multiples of $500,000 1,000,000 in excess of that amount. Whenever Company Finance Sub desires that Lenders to make Loans Series A Revolving Loans, it shall deliver to Administrative Agent a duly executed Notice of Borrowing in the form of Exhibit I annexed hereto, and whenever Company desires Lenders to make Series B Term Loans, Series C Term Loans, or Incremental Loans, if any, it shall deliver to Administrative Agent a Notice of Borrowing in the form of Exhibit II annexed hereto, in each case no later than 1:00 P.M. 10:00 a.m. (New York City time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan) or no later than 1:00 P.M. (New York City time) on one day in advance of the proposed Funding Date (in the case of a Base Rate Loan). Term Swing Line Loans made on any Funding Date shall be in an aggregate minimum of $1,000,000 and integral multiples of $500,000 in excess of that amount. Whenever Finance Sub desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a Notice of Borrowing no later than 12:00 Noon (New York City time) on the proposed Funding Date. The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount and type of Loans requested, (iii) in the case of Swing Line Loans and Revolving Loans made on the Closing Date, that such Loans shall be Base Rate Loans, (iv) in the case of Loans not made on the Closing Date, whether such Loans shall be Base Rate Loans or Eurodollar Rate Loans, and (v) in the case of any Loans requested to be made as Eurodollar Rate Loans, the initial Interest Period requested therefor. Loans (other than Swing Line Loans) may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering a the above-described Notice of Borrowing, Company the applicable Borrower may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Borrowing to Administrative Agent on or before the applicable Funding Date. Neither Administrative Agent nor any Lender shall incur any liability to Company either Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer a duly authorized officer or other person authorized to borrow on behalf of Company such Borrower or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D2.1B, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case Lenders in accordance with this Agreement, Agreement pursuant to any such telephonic notice Company the applicable Borrower shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company Each Borrower shall notify Administrative Agent prior to the funding of any Loans in the event that any of the matters to which Company such Borrower is required to certify in the applicable Notice of Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company such Borrower of the proceeds of any Loans shall constitute a re-certification by Companysuch Borrower, as of the applicable Funding Date, as to the matters to which Company such Borrower is required to certify in the applicable Notice of Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and Company after the related Interest Rate Determination Date, and the applicable Borrower shall be bound to make a borrowing in accordance therewith.

Borrowing Mechanics. Delayed Draw Term Loans or Revolving Loans made as Base Rate Loans on any Funding Date (other than Revolving Loans made pursuant to subsection 3.3B) shall be in an aggregate minimum amount of One Hundred Thousand Dollars ($1,000,000 100,000) and integral multiples of One Hundred Thousand Dollars ($500,000 in excess of that amount. Loans made on any Funding Date as Eurodollar Rate Loans with a particular Interest Period shall be in an aggregate minimum amount of $2,000,000 and integral multiples of $500,000 100,000) in excess of that amount. Whenever Company Borrower desires that Lenders make Delayed Draw Term Loans or Revolving Loans, it shall deliver to Administrative Agent a duly executed Notice of Borrowing no later than 1:00 P.M. 12:00 Noon (New York, New York City time) at least three (3) Business Days in advance of the proposed Funding Date (in the case of a Eurodollar LIBOR Rate Loan) or no later than 1:00 P.M. 12:00 Noon (New York, New York City time) on the proposed Funding Date (in the case of a Base Rate Loan). Delayed Draw Term Loans and Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar LIBOR Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering a Notice of Borrowing, Company Borrower may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Borrowing to Administrative Agent on or before the applicable Funding Date. Neither Administrative Agent nor any Lender shall incur any liability to Company Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer or other person authorized to borrow on behalf of Company Borrower or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case in accordance with this Agreement, pursuant to any such telephonic notice Company Borrower shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company Borrower shall notify Administrative Agent prior to the funding of any Loans in the event that any of the matters to which Company Borrower is required to certify in the applicable Notice of Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company Borrower of the proceeds of any Loans shall constitute a re-certification by CompanyBorrower, as of the applicable Funding Date, as to the matters to which Company Borrower is required to certify in the applicable Notice of Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for, or a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar LIBOR Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and Company shall be bound to make a borrowing in accordance therewith.after the related Interest Rate Determination Date; provided that Borrower may revoke such Notice of Borrowing or Notice of Conversion/Continuation if Borrower pays all fees required by subsection 2.6D.

Borrowing Mechanics. Loans made as Base Rate Loans on any Funding Date (other than Swing Line Loans, Revolving Loans made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(iii) or Revolving Loans made pursuant to subsection 3.3B) shall be in an aggregate minimum amount of $1,000,000 500,000 and integral multiples of $500,000 100,000 in excess of that amount. ; provided that Loans made on any Funding Date as Eurodollar Eurocurrency Rate Loans with a particular Interest Period shall be in an aggregate minimum amount of $2,000,000 5,000,000 and integral multiples of $1,000,000 in excess of that amount. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $500,000 and multiples of $100,000 in excess of that amount. Whenever Company a Borrower desires that Lenders make Term Loans it or Revolving Loans, the applicable Borrower shall deliver to Administrative Agent a duly executed Notice of Borrowing no later than 12:00 Noon (New York City time) at least (i) three (3) Business Days in advance of the proposed Funding Date (in the case of a Eurocurrency Rate Loan denominated in Dollars), (ii) four (4) Business Days (or five (5) Business Days in the case of a Special Notice Currency) in advance of the proposed Funding Date in the case of a Eurocurrency Rate Loan denominated in an Alternative Currency, and (iii) on the proposed Funding Date (in the case of a Base Rate Loan) or, in the case of clauses (i), (ii) and (iii), such shorter period as approved by the Administrative Agent. Whenever Company desires that Swing Line Lender make a Swing Line Loan, Company shall deliver to Administrative Agent a duly executed Notice of Borrowing no later than 1:00 P.M. (New York City time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan) or no later than 1:00 P.M. (New York City time) on the proposed Funding Date (in the case of a Base Rate Loan)Date. Term Loans and Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Eurocurrency Rate Loans in the manner provided in subsection 2.2D. If a Borrower fails to specify in the Notice of Borrowing whether the requested Loan shall be a Base Rate Loan or Eurocurrency Rate Loan, then the applicable Loans shall be made as Base Rate Loans. In lieu of delivering a Notice of Borrowing, Company the applicable Borrower may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Borrowing to Administrative Agent on or before the applicable Funding Date. Neither Administrative Agent nor any Lender shall incur any liability to Company the Borrowers in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer or other person authorized to borrow on behalf of Company or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case in accordance with this Agreement, pursuant to any such telephonic notice Company shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company shall notify Administrative Agent prior to the funding of any Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Loans shall constitute a re-certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for, or a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Eurocurrency Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewith. During the existence of an Event of Default, no Loan may be requested as a Eurocurrency Rate Loan (whether in Dollars or any Alternative Currency) without the consent of the Required Lenders. For the avoidance of doubt, Co-Borrower shall not have any liability for any obligations of Company under the Loan Documents.

Borrowing Mechanics. Loans made on any Funding Date as Base Rate Loans on any Funding Date (other than Revolving Loans made pursuant to a request by Swing Line Lender pursuant to subsection 3.3B2.1A(iii) for the purpose of repaying any Refunded Swing Line Loans or Revolving Loans made pursuant to subsection 3.3B for the purpose of reimbursing any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it) shall be in an aggregate minimum amount of $1,000,000 1 million and integral multiples of $500,000 50,000 in excess of that amount. amount and Loans made on any Funding Date as Eurodollar LIBO Rate Loans with a particular Interest Period shall be in an aggregate minimum amount of $2,000,000 3 million and integral multiples of $500,000 in excess of that amount. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $200,000 and multiples of $50,000 in excess of that amount. Whenever Company desires that Lenders make Loans it shall deliver to Administrative Agent a duly executed Notice of Borrowing no later than 1:00 P.M. 12:00 Noon (New York City time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar LIBO Rate Loan) or at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a Notice of Borrowing no later than 1:00 P.M. (New York City time) on the proposed Funding Date. The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount and type of Loans requested, (iii) in the case of a Swing Line Loans, that such Loans shall be Base Rate Loan)Loans, (iv) whether such Loans shall be Base Rate Loans or LIBO Rate Loans, and (v) in the case of any Loans requested to be made as LIBO Rate Loans, the initial Interest Period requested therefor. Term Loans and Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar LIBO Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering a the above-described Notice of Borrowing, Company may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Borrowing to Administrative Agent on or before the applicable Funding Datedate of such telephonic notice. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer a duly authorized officer or other person authorized to borrow on behalf of Company or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D2.1B, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case Lenders in accordance with this Agreement, Agreement pursuant to any such telephonic notice Company shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company shall notify Administrative Agent prior to the funding of any Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Loans shall constitute a re-certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for a Eurodollar LIBO Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing in accordance therewith.

Borrowing Mechanics. Term Loans or Revolving Loans made as Base Rate Loans on any Funding Date (other than Revolving Loans made pursuant to subsection 3.3B3.3B for the purpose of reimbursing the Issuing Lender for the amount of a drawing under a Letter of Credit) shall be in an aggregate minimum amount of $1,000,000 500,000 and integral multiples of $500,000 10,000 in excess of that amount. ; provided that Term Loans or Revolving Loans made on any Funding Date as Eurodollar Rate Loans with a particular Interest Period shall be in an aggregate minimum amount of $2,000,000 5,000,000 and integral multiples of $500,000 1,000,000 in excess of that amount. Whenever Company desires that Lenders make Term Loans or Revolving Loans it shall deliver to Administrative Agent a duly executed Notice of Borrowing substantially in the form of Exhibit I annexed hereto no later than 1:00 P.M. 9:00 A.M. (New York City San Francisco time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan) or no later than 1:00 P.M. (New York City time) on at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount and type of Loans requested, (iii) in the case of any Loans made on the Closing Date, that such Loans shall be Base Rate Loans, (iv) in the case of Revolving Loans not made on the Closing Date, whether such Loans shall be Base Rate Loans or Eurodollar Rate Loans, and (v) in the case of any Loans requested to be made as Eurodollar Rate Loans, the initial Interest Period requested therefor. Term Loans and Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering a the above-described Notice of Borrowing, Company may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Borrowing to Administrative Agent on or before the applicable Funding Date. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer a duly authorized officer or other person authorized to borrow on behalf of Company or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D2.1B, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case Lenders in accordance with this Agreement, Agreement pursuant to any such telephonic notice Company shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company shall notify Administrative Agent prior to the funding of any Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Borrowing is no longer true and correct in all material respects as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Loans shall constitute a re-certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable irrevocable, and Company shall be bound to make a borrowing in accordance therewith.

Borrowing Mechanics. Revolving Loans made as Base Rate Loans on any Funding Date (other than Swing Line Loans or Revolving Loans made pursuant to subsection 2.1A(ii) or 3.3B) shall be in an aggregate minimum amount of $1,000,000 250,000 and integral multiples of $500,000 250,000 in excess of that amount. ; provided that Revolving Loans made on any Funding Date as Eurodollar Rate Loans with a particular Interest Period shall be in an aggregate minimum amount of $2,000,000 1,000,000 and integral multiples of $500,000 in excess of that amount. There shall be no aggregate minimum or multiple amount for Swing Line Loans made on any Funding Date. Whenever Company any Borrower desires that Revolving Lenders make Revolving Loans it shall deliver to Administrative Agent a duly executed Notice of Borrowing no later than 1:00 P.M. 12:00 Noon (New York City time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan) or no later than 1:00 P.M. (New York City time) on the proposed Funding Date (in the case of a Base Rate Loan). Term Loans Whenever any Borrower desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a Notice of Borrowing signed by an officer of such Borrower and the chief financial officer of Company no later than 12:00 Noon (New York City time) on the proposed Funding Date. Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering a Notice of Borrowing, Company any Borrower may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Borrowing to Administrative Agent on or before the applicable Funding Date. Neither Administrative Agent nor any Lender shall incur any liability to Company any Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer or other person authorized to borrow on behalf of Company any Borrower or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case in accordance with this Agreement, pursuant to any such telephonic notice Company of any Borrower shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company shall notify Administrative Agent prior to the funding of any Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Loans shall constitute a re-certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable and Company shall be bound to make a borrowing in accordance therewith.

Borrowing Mechanics. Term Loans or Revolving Loans (including any such Loans made as Base Eurodollar Rate Loans with a particular Interest Period) made on any Funding Date (other than Revolving Loans made pursuant to a request by Swing Line Lender pursuant to subsection 3.3B2.1A(iv) for the purpose of repaying any Refunded Swing Line Loans Revolving Loans made pursuant to subsection 3.3B for the purpose of reimbursing any Issuing Lender for the amount of a drawing or payment under a Letter of Credit issued by it) shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $500,000 100,000 in excess of that amount. Swing Line Loans made on any Funding Date as Eurodollar Rate Loans with a particular Interest Period shall be in an aggregate minimum amount of $2,000,000 250,000 and integral multiples of $500,000 100,000 in excess of that amount. Whenever Company desires that Lenders make Term Loans or Revolving Loans it shall deliver to Chase Co-Administrative Agent on behalf of Company a duly executed Notice of Borrowing no later than 1:00 P.M. 12:00 Noon (New York City time) ), at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan) , or no later than 1:00 P.M. (New York City time) on at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan. Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Chase Co-Administrative Agent a Notice of Borrowing no later than 12:00 Noon (New York time) on the proposed Funding Date. The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount and type of Loans requested, (iii) in the case of Swing Line Loans, that such Loans shall be Base Rate Loans, (iv) in the case of any Loans other than Swing Line Loans, whether such Loans shall be Base Rate Loans or Eurodollar Rate Loans, and (v) in the case of any Loans requested to be made as Eurodollar Rate Loans, the initial Interest Period requested therefor. Term Loans and Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering a the above-described Notice of Borrowing, Company may give Chase Co-Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Borrowing to Chase Co-Administrative Agent on or before the applicable Funding Date. Neither Chase Co-Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Chase Co-Administrative Agent believes in good faith to have been given by an Officer a duly authorized officer or other person authorized to borrow on behalf of Company or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D2.1B, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case Lenders in accordance with this Agreement, Agreement pursuant to any such telephonic notice Company shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company shall notify Chase Co-Administrative Agent prior to the funding of any Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Borrowing is are no longer true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Loans shall constitute a re-certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing in accordance therewith.

Borrowing Mechanics. Loans made as Base Rate Loans on any Funding Date (other than Revolving Loans made pursuant to subsection 3.3B) shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $500,000 thereof in excess of that amount. ; provided that Loans made on any Funding Date as Eurodollar Rate Loans with a particular Interest Period shall be in an aggregate minimum amount of $2,000,000 5,000,000 and integral multiples of $500,000 1,000,000 in excess of that amount. Whenever Company desires that Lenders make Loans it shall deliver to Administrative Agent a duly executed Notice of Borrowing no later than 1:00 P.M. 12:00 Noon (New York City time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan) or no later than 1:00 P.M. (New York City time) on at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). Term The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount of Loan requested, (iii) in the case of the Loans made on the Closing Date, that such Loans shall be Base Rate Loans, (iv) in the case of the Loans made on the Senior Note Refinancing Funding Date, whether such Loans shall be Base Rate Loans or Eurodollar Rate Loans, and Revolving (v) in the case of any Loans requested to be made as Eurodollar Rate Loans, the initial Interest Period requested therefor. Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering a the above-described Notice of Borrowing, Company may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Borrowing to Administrative Agent on or before the applicable Funding Date. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer a duly authorized officer or other person authorized to borrow on behalf of Company or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D2.1B, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case Lenders in accordance with this Agreement, Agreement pursuant to any such telephonic notice Company shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company shall notify Administrative Agent prior to the funding of any Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Loans shall constitute a re-certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing in accordance therewith.. 30

Borrowing Mechanics. Term Loans or Revolving Loans made as Base Rate Loans on any Funding Date (other than Revolving Dollar Loans made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(vi) for the purpose of repaying any Refunded Swing Line Loans or Revolving Dollar Loans made pursuant to subsection 3.3B3.3B for the purpose of reimbursing the Issuing Lender for the amount of a drawing under a Letter of Credit) shall be in an aggregate minimum amount of $1,000,000 500,000 and integral multiples of $500,000 10,000 in excess of that amount. ; provided that Term Loans -------- made on any Funding Date as Eurodollar Rate Loans with a particular Interest Period shall be in an aggregate minimum amount equal to or in excess of $5,000,000 and that Revolving Dollar Loans made on any Funding Date as Eurodollar Rate Loans with a particular Interest Period shall be in an aggregate minimum amount of $2,000,000 5,000,000 and integral multiples of $500,000 1,000,000 in excess of that amount. Revolving Sterling Loans made on any Funding Date shall be in an aggregate minimum amount of (Pounds)2,500,000 and integral multiples of (Pounds)1,000,000 in excess of that amount. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $100,000 and integral multiples of $100,000 in excess of that amount. Whenever Company desires that Lenders make Term Loans or Revolving Loans it shall deliver to Administrative Agent a duly executed Notice of Borrowing substantially in the form of Exhibit I annexed hereto no later than 1:00 P.M. --------- 9:00 A.M. (New York City San Francisco time) at least (i) three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan); (ii) or no later than 1:00 P.M. (New York City time) on one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan); or (iii) four Business Days in advance of the proposed Funding Date (in the case of a Domestic Sterling Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a Notice of Borrowing no later than 1:00 P.M. (San Francisco time) on the proposed Funding Date. The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount and type of Loans requested, (iii) in the case of Swing Line Loans and any Revolving Dollar Loans made on the Closing Date, that such Loans shall be Base Rate Loans, (iv) in the case of Revolving Loans not made on the Closing Date, whether such Loans shall be Revolving Dollar Loans or Revolving Sterling Loans and, in the case of Revolving Dollar Loans, whether such Loans shall be Base Rate Loans or Eurodollar Rate Loans, and (v) in the case of any Loans requested to be made as Eurodollar Rate Loans or Domestic Sterling Rate Loans, the initial Interest Period requested therefor. Term Loans and Revolving Dollar Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. Revolving Sterling Loans may be continued as Domestic Sterling Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering a the above-described Notice of Borrowing, Company may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided -------- that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Borrowing to Administrative Agent on or before the applicable Funding Date. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer a duly authorized officer or other person authorized to borrow on behalf of Company or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D2.1B, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case Lenders in accordance with this Agreement, Agreement pursuant to any such telephonic notice Company shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company shall notify Administrative Agent prior to the funding of any Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Borrowing is no longer true and correct in all material respects as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Loans shall constitute a re-certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for a Eurodollar Rate Loan or a Domestic Sterling Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable irrevocable, and Company shall be bound to make a borrowing in accordance therewith.

Borrowing Mechanics. Revolving Loans made as Base Rate Loans on any Funding Date (other than Revolving Loans made pursuant to a request by Swing Line Lender pursuant to subsection 3.3B2.1A(iv) for the purpose of repaying any Swing Line Loans or Revolving Loans made pursuant to subsection 3.3B for the purpose of reimbursing any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it) that are made as (i) Eurodollar Rate Loans shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $500,000 in excess of that amount. Loans made on any Funding Date as Eurodollar 5,000,000 or (ii) Base Rate Loans with a particular Interest Period shall be in an aggregate minimum amount of $2,000,000 and integral multiples 2,000,000. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $500,000 in excess of that amount500,000. Whenever Company desires that Lenders make Revolving Loans it shall deliver to Administrative Agent a duly executed Notice of Borrowing no later than 1:00 P.M. (New York City time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan) or at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a Notice of Borrowing no later than 1:00 P.M. (New York City time) on the proposed Funding Date. The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount and Type of Loans requested, (iii) in the case of a Swing Line Loans and any Loans made on the Closing Date, that such Loans shall be Base Rate Loan)Loans, (iv) in the case of Revolving Loans, whether such Loans shall be Base Rate Loans or Eurodollar Rate Loans, and (v) in the case of any Loans requested to be made as Eurodollar Rate Loans, the initial Interest Period requested therefor. Term Loans and Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering a the above-described Notice of Borrowing, Company may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Borrowing to Administrative Agent on or before the applicable Funding Date. Notwithstanding anything contained herein to the contrary, during the period commencing on (and including) the Closing Date and ending on the earlier of (i) the one-month anniversary of the date on which the first Eurodollar Rate Loan is made under this Agreement and (ii) the date Administrative Agent sends notice to Company indicating that Lenders' primary syndication has been concluded, (a) Company may only request Base Rate Loans and Eurodollar Rate Loans with an Interest Period of one month and (b) the last day of the Interest Period applicable to any Eurodollar Rate Loan shall be the one- month anniversary of the date on which the first Eurodollar Rate Loan is made under this Agreement. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer a duly authorized officer or other person authorized to borrow on behalf of Company or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D2.1B, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case Lenders in accordance with this Agreement, Agreement pursuant to any such telephonic notice Company shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company shall notify Administrative Agent prior to the funding of any Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Loans shall constitute a re-certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of BorrowingBorrowing as modified pursuant to the notice provided for in the first clause of this sentence (it being understood that the making of such Loans by Lenders shall not in any way be construed as a waiver by Lenders of any matter set forth in such notice). Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing in accordance therewith.

Borrowing Mechanics. Loans made as Base Rate Loans on any Funding Date (other than Revolving Loans made pursuant to subsection 3.3B) shall be in an aggregate minimum amount of $1,000,000 500,000 and integral multiples of $500,000 in excess of that amount. Loans made on any Funding Date as Eurodollar Rate Loans with a particular Interest Period shall be in an aggregate minimum amount of $2,000,000 and integral multiples of $500,000 100,000 in excess of that amount. Whenever Company desires that Lenders make Loans a Loan it shall deliver to Administrative Agent Lenders a duly executed Notice of Borrowing no later than 1:00 P.M. 12:00 noon (New York City time) at least three one Business Days Day in advance of the proposed Funding Date Date. The Notice of Borrowing shall specify (in the case of a Eurodollar Rate Loani) or no later than 1:00 P.M. (New York City time) on the proposed Funding Date (in which shall be a Business Day) and (ii) the case amount of a Base Rate Loan)the Loan requested. Term Loans and Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering a the above described Notice of Borrowing, Company may give Administrative Agent Lenders telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Borrowing to Administrative Agent Lenders on or before the applicable Funding Date. Neither Administrative Agent nor any No Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent such Lender believes in good faith to have been given by an Officer a duly authorized officer or other person authorized to borrow on behalf of Company or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D2.1B, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case such Lender in accordance with this Agreement, Agreement pursuant to any such telephonic notice Company shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company shall notify Administrative Agent Lenders prior to the funding of any Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Loans shall constitute a re-certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable and Company shall be bound to make a borrowing in accordance therewith.

Borrowing Mechanics. Tranche A Term Loans, Tranche B Term Loans made as Base Rate or Revolving Loans on any Funding Date (other than Revolving Loans made pursuant to a request by Swing Line Lender pursuant to subsection 3.3B2.1A(iv) for the purpose of repaying any Refunded Swing Line Loans or Revolving Loans made pursuant to subsection 3.3B for the purpose of reimbursing any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it) made on any Funding Date shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $500,000 100,000 in excess of that amount. Swing Line Loans made on any Funding Date as Eurodollar Rate Loans with a particular Interest Period shall be in an aggregate minimum amount of $2,000,000 500,000 and integral multiples of $500,000 100,000 in excess of that amount. Whenever Company desires that Lenders make Term Loans or Revolving Loans to Company it shall deliver to Administrative Agent a duly executed Notice of Borrowing no later than 1:00 P.M. 11:00 A.M. (New York City time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate LIBOR Loan) or at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a Notice of Borrowing no later than 1:00 P.M. (New York City time) on the proposed Funding Date. The Notice of Borrowing shall specify (i) the 37 proposed Funding Date (which shall be a Business Day), (ii) the amount and type of Loans requested, (iii) in the case of a Swing Line Loans, that such Loans shall be Base Rate LoanLoans, (iv) in the case of Revolving Loans, whether such Loans shall be Base Rate Loans or LIBOR Loans, and (v) in the case of any Loans requested to be made as LIBOR Loans, the initial Interest Period requested therefor; PROVIDED HOWEVER that Loans requested to be made on the Closing Date shall be Base Rate Loans; and PROVIDED FURTHER that during the period commencing on and including the Closing Date and ending on the earlier of (a) the Delayed Draw Term B Loan Commitment Termination Date and (b) the date on which the Delayed Draw Term B Loans are funded (the "DELAYED DRAW TERM B LOAN PERIOD"), Company may only request Tranche B Term Loans that are Base Rate Loans or LIBOR Loans with an Interest Period of one month (unless Administrative Agent shall, in its sole discretion, otherwise consent). Term Loans and Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate LIBOR Loans in the manner provided in subsection 2.2D. In lieu of delivering a the above-described Notice of Borrowing, Company may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided PROVIDED that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Borrowing to Administrative Agent on or before the applicable Funding Date. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer a duly authorized officer or other person authorized to borrow on behalf of Company or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D2.1B, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case Lenders in accordance with this Agreement, Agreement pursuant to any such telephonic notice notice, Company shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company shall notify Administrative Agent prior to the funding of any Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Loans shall constitute a re-certification by Company, as of the applicable Funding Date, as to the matters to which Company is are required to certify in the applicable Notice of Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable and Company shall be bound to make a borrowing in accordance therewith.

Borrowing Mechanics. Loans made as Base Rate Loans on any Funding Date (other than Swing Line Loans, Revolving Loans made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(ii) or Revolving Loans made pursuant to subsection 3.3B) shall be in an aggregate minimum amount of $1,000,000 500,000 and integral multiples of $500,000 100,000 in excess of that amount. Swing Line Loans made on any Funding Date as Eurodollar Rate Loans with a particular Interest Period shall be in an aggregate minimum amount of $2,000,000 500,000 and integral multiples of $500,000 100,000 in excess of that amount. Whenever Company desires that Lenders make Revolving Loans it shall deliver to Administrative Agent a duly executed Notice of Borrowing no later than 1:00 P.M. 10:00 A.M. (New York City San Francisco time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan) or no later than 1:00 P.M. (New York City time) on at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). Term Loans and Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a duly executed Notice of Borrowing no later than 10:00 A.M. (San Francisco time) on the proposed Funding Date. Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering a Notice of Borrowing, Company may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Borrowing to Administrative Agent on or before the applicable Funding Date. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer or other person Person authorized to borrow on behalf of Company or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case in accordance with this Agreement, pursuant to any such telephonic notice Company shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company shall notify Administrative Agent prior to the funding of any Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Loans shall constitute a re-certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for, or a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewith.

Borrowing Mechanics. Term Loans or Revolving Loans made as Base Rate Loans on any Funding Date (other than Working Capital Revolving Loans made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(v) for the purpose of repaying any Refunded Swing Line Loans or Working Capital Revolving Loans made pursuant to subsection 3.3B3.3B for the purpose of reimbursing any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it) shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $500,000 in excess of that amount. ; provided Revolving Loans made on any Funding Date as Eurodollar -------- Rate Loans or Term Loans made on any Funding Date as Eurodollar Rate Loans or Canadian Eurodollar Rate Loans, as the case may be, with a particular Interest Period shall be in an aggregate minimum amount of $2,000,000 5,000,000 and integral multiples of $500,000 in excess of that amount. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $500,000 and integral multiples of $100,000 in excess of that amount. Whenever Company any Borrower desires that Lenders make Term Loans or Revolving Loans it shall deliver to Administrative Agent a duly executed Notice of Borrowing no later than 1:00 P.M. 12:00 Noon (New York City time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan or Canadian Eurodollar Rate Loan, as the case may be) or no later than 1:00 P.M. 12:00 Noon (New York City time) on at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan) or no later than 12:00 Noon (Toronto time) at least one Business Day in advance of the proposed Funding Date (in the case of a Canadian Base Rate Loan). Term Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Agent a Notice of Borrowing no later than 12:00 Noon (New York City time) on the proposed Funding Date. The Notice of Borrowing shall specify (i) the proposed Borrower, (ii) the proposed Funding Date (which shall be a Business Day), (iii) the amount and type of Loans requested, (iv) in the case of Loans made on the Closing Date, that such Loans shall be Base Rate Loans or Canadian Base Rate Loans, as applicable, (v) in the case of Revolving Loans not made on the Closing Date, whether such Loans shall be Base Rate Loans or Eurodollar Rate Loans, (vi) in the case of any Loans requested to be made as Eurodollar Rate Loans, the initial Interest Period requested therefor, (vii) in the case of Acquisition Loans prior to the Acquisition Loan Conversion Date, that, after giving effect to the requested Loans, the Acquisition Loans will not exceed the Acquisition Revolving Loan Commitments, (viii) in the case of Working Capital Revolving Loans, that, after giving effect to the requested Loans, the Total Utilization of Working Capital Revolving Loan Commitments will not exceed the Working Capital Revolving Loan Commitments and (ix) that after giving effect to the requested Loans, that Company's Consolidated Fixed Charge Coverage Ratio (as that term is defined in the Subordinated Note Indenture) will be greater than 2.25 to 1.00. Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. Canadian Term Loans may be continued as or converted into Canadian Base Rate Loans and Canadian Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering a the above-described Notice of Borrowing, Company a Borrower may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall be promptly -------- confirmed in writing by delivery of a duly executed Notice of Borrowing to Administrative Agent on or before the applicable Funding Date. Neither Administrative Agent nor any Lender shall incur any liability to Company any Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer a duly authorized officer or other person authorized to borrow on behalf of Company such Borrower or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D2.1B, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case Lenders in accordance with this Agreement, Agreement pursuant to any such telephonic notice Company such Borrower shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company The applicable Borrower shall notify Administrative Agent prior to the funding of any Loans in the event that any of the matters to which Company such Borrower is required to certify in the applicable Notice of Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company such Borrower of the proceeds of any Loans shall constitute a re-certification by Companysuch Borrower, as of the applicable Funding Date, as to the matters to which Company such Borrower is required to certify in the applicable Notice of Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for a Eurodollar Rate Loan or Canadian Eurodollar Rate Loan, as the case may be, (or telephonic notice in lieu thereof) shall be irrevocable on and Company after the related Interest Rate Determination Date, and the applicable Borrower shall be bound to make a borrowing in accordance therewith.

Borrowing Mechanics. Term Loans or Revolving Loans made as Base Rate Loans on any Funding Date (other than Revolving Loans made pursuant to a request by Swing Line Lender pursuant to subsection 3.3B2.1A(iii) for the purpose of repaying any Refunded Swing Line Loans or Revolving Loans made pursuant to subsection 3.3B for the purpose of reimbursing any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it) shall be in an aggregate minimum amount of $1,000,000 500,000 and integral multiples of $500,000 100,000 in excess of that amount. ; provided that Term Loans or Revolving Loans made on any Funding Date as Eurodollar Rate Loans with a particular Interest Period shall be in an aggregate minimum amount of $2,000,000 1,000,000, and integral multiples of $500,000 100,000 in excess of that amount. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $100,000 and integral multiples of $100,000 in excess of that amount. Whenever Company Borrower desires that Lenders make Term Loans it or Revolving Loans they shall deliver to Administrative Agent a duly executed Notice of Borrowing no later than 1:00 P.M. 12:00 Noon (New York City time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan) or no later than 1:00 P.M. (New York City time) on at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). Whenever Borrower desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a Notice of Borrowing no later than 12:00 Noon (New York City time) on the proposed Funding Date. The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount and type of Loans requested, (iii) in the case of Swing Line Loans, that such Loans shall be Base Rate Loans, (iv) in the case of Term Loans and Revolving Loans, whether such Loans shall be Base Rate Loans or Eurodollar Rate Loans, and (v) in the case of any Loans requested to be made as Eurodollar Rate Loans, the initial Interest Period requested therefor. Term Loans and Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering a the above-described Notice of Borrowing, Company Borrower may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Borrowing to Administrative Agent on or before the applicable Funding Date. Neither Administrative Agent nor any Lender shall incur any liability to Company Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer a duly authorized officer or other person Person authorized to borrow on behalf of Company Borrower or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D2.1B, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case Lenders in accordance with this Agreement, Agreement pursuant to any such telephonic notice Company Borrower shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company Borrower shall notify Administrative Agent prior to the funding of any Loans in the event that any of the matters to which Company Borrower is required to certify in the applicable Notice of Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company Borrower of the proceeds of any Loans shall constitute a re-certification by CompanyBorrower, as of the applicable Funding Date, as to the matters to which Company Borrower is required to certify in the applicable Notice of Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and Company after the related Interest Rate Determination Date, and Borrower shall be bound to make a borrowing in accordance therewith.

Borrowing Mechanics. Revolving Loans made as Base Rate Loans on any Funding Date (other than Revolving Loans made pursuant to a request by Swing Line Lender pursuant to subsection 3.3B2.1A(ii) for the purpose of repaying any Refunded Swing Line Loans or Revolving Loans made pursuant to subsection 3.3B for the purpose of reimbursing any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it) shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $500,000 100,000 in excess of that amount. ; provided that Revolving Loans made on any Funding Date as Eurodollar Rate Loans with a particular Interest Period shall be in an aggregate minimum amount of $2,000,000 1,000,000 and integral multiples of $500,000 in excess of that amount. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $100,000 and integral multiples of $25,000 in excess of that amount. Whenever Company desires that Lenders make Revolving Loans it shall deliver to Administrative Agent a duly executed Notice of Borrowing no later than 1:00 1:30 P.M. (New York City time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan) or no later than 1:00 P.M. (New York City time) on at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). Term Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a Notice of Borrowing no later than 3:00 P.M. (New York time) on the proposed Funding Date. The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount and type of Loans requested, (iii) in the case of Swing Line Loans that such Loans shall be Base Rate Loans, (iv) whether such Loans shall be Base Rate Loans or Eurodollar Rate Loans, and (v) in the case of any Loans requested to be made as Eurodollar Rate Loans, the initial Interest Period requested therefor. Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering a the above-described Notice of Borrowing, Company may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Borrowing to Administrative Agent on or before the applicable Funding Date. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer a duly authorized officer or other person authorized to borrow on behalf of Company or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D2.1B, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case Lenders in accordance with this Agreement, Agreement pursuant to any such telephonic notice Company shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company shall notify Administrative Agent prior to the funding of any Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Loans shall constitute a re-certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing in accordance therewith.

Borrowing Mechanics. Revolving Loans, Offshore Revolving Loans, Additional Offshore Revolving Loans and New Term Loans (if any) made as Base Rate Loans made on any Funding Date (other than Revolving Loans made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(iii) or Revolving Loans made pursuant to subsection 3.3B) shall be in an aggregate minimum amount of $1,000,000 2,000,000 and integral multiples of $500,000 in excess of that amount. Revolving Loans, Offshore Revolving Loans, Additional Offshore Revolving Loans and New Term Loans (if any) made on any Funding Date as Eurodollar Rate Loans and Offshore Revolving Loans made on any Funding Date as LIBO Rate Loans, in each case, with a particular Interest Period shall be in an aggregate minimum amount of $2,000,000 (or the Offshore Currency Equivalent in the case of LIBO Rate Loans) and integral multiples of $500,000 (or the Offshore Currency Equivalent in the case of LIBO Rate Loans) in excess of that amount. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $500,000 and multiples of $100,000 in excess of that amount. Whenever Company any Domestic Borrower desires that Lenders make Loans to such Domestic Borrower it shall deliver to Administrative Agent at its Domestic Funding and Payment Office a duly executed Notice of Borrowing no later than 1:00 2:00 P.M. (New York City time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan) or no later than 1:00 P.M. (New York City time) on at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). Term Whenever Offshore Borrower desires that Lenders make Loans to the Offshore Borrower that are (i) LIBO Rate Loans or Eurodollar Loans, it shall deliver a duly executed Notice of Borrowing to Administrative Agent at its Offshore Funding and Revolving Payment Office no later than 2:00 P.M. (London time) at least three Business Days in advance of the proposed Funding Date or (ii) Base Rate Loans, it shall deliver a duly executed Notice of Borrowing to Administrative Agent at its Domestic Funding and Payment Office no later than 2:00 P.M. (New York City time) at least one Business Day in advance of the proposed Funding Date. Whenever any Domestic Borrower desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Swing Line Lender at the Swing Line Funding and Payment Office (with a simultaneous copy to Administrative Agent at its Domestic Funding and Payment Office) a duly executed Notice of Borrowing no later than 3:00 P.M. (New York City time) on the proposed Funding Date. Loans (other than Swing Line Loans) denominated in Dollars may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. Offshore Revolving Loans denominated in Offshore Currencies may be continued as or converted into LIBO Rate Loans with different Interest Periods in the manner provided in subsection 2.2D. In lieu of delivering a Notice of Borrowing, Company any Borrower may give Administrative Agent (or in the case of any Swing Line Loans, Swing Line Lender and Administrative Agent), as applicable, telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Borrowing to Administrative Agent (and Swing Line Lender in the case of any Swing Line Loans) on or before the applicable Funding Date. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer or other person authorized to borrow on behalf of Company or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case in accordance with this Agreement, pursuant to any such telephonic notice Company shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company shall notify Administrative Agent prior to the funding of any Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Loans shall constitute a re-certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable and Company shall be bound to make a borrowing in accordance therewith.

Borrowing Mechanics. Term Loans, Revolving Loans and Offshore Loans made as Base Rate Loans made on any Funding Date (other than Revolving Loans made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(iv) or Revolving Loans made pursuant to subsection 3.3B) shall be in an aggregate minimum amount of $1,000,000 5,000,000 and integral multiples of $500,000 in excess of that amount. Term Loans, Revolving Loans and Offshore Loans made on any Funding Date as Eurodollar Rate Loans and Offshore Loans made on any Funding Date as EURO-LIBOR Rate Loans, in each case, with a particular Interest Period shall be in an aggregate minimum amount of $2,000,000 5,000,000 (or the Euro Equivalent in the case of EURO-LIBOR Rate Loans) and integral multiples of $500,000 (or the Euro Equivalent in the case of EURO-LIBOR Rate Loans) in excess of that amount. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $500,000 and multiples of $100,000 in excess of that amount. Whenever Company any Domestic Borrower desires that Lenders make Term Loans or Revolving Loans it shall deliver to Administrative Agent at its Domestic Funding and Payment Office a duly executed Notice of Borrowing no later than 1:00 2:00 P.M. (New York City time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan) or no later than 1:00 P.M. (New York City time) on at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). Whenever Offshore Borrower desires that Lenders make Offshore Loans that are (i) EURO-LIBOR Rate Loans or Eurodollar Loans, it shall deliver a duly executed Notice of Borrowing to Administrative Agent at its Offshore Funding and Payment Office no later than 2:00 P.M. (London time) at least three Business Days in advance of the proposed Funding Date or (ii) Base Rate Loans, it shall deliver a duly executed Notice of Borrowing to Administrative Agent at its Domestic Funding and Payment Office no later than 2:00 P.M. (New York City time) at least one Business Day in advance of the proposed Funding Date. Whenever any Domestic Borrower desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Swing Line Lender at the Swing Line Funding and Payment Office (with a simultaneous copy to Administrative Agent at its Domestic Funding and Payment Office) a duly executed Notice of Borrowing no later than 3:00 P.M. (New York City time) on the proposed Funding Date. Term Loans and Revolving Loans and Offshore Loans denominated in Dollars may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. Offshore Loans denominated in Euros may be continued as or converted into EURO-LIBOR Rate Loans with different Interest Periods in the manner provided in subsection 2.2D. In lieu of delivering a Notice of Borrowing, Company any Borrower may give Administrative Agent (or in the case of any Swing Line Loans, Swing Line Lender and Administrative Agent), as applicable, telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Borrowing to Administrative Agent (and Swing Line Lender in the case of any Swing Line Loans) on or before the applicable Funding Date. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer or other person authorized to borrow on behalf of Company or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case in accordance with this Agreement, pursuant to any such telephonic notice Company shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company shall notify Administrative Agent prior to the funding of any Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Loans shall constitute a re-certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable and Company shall be bound to make a borrowing in accordance therewith.

Borrowing Mechanics. Revolving Loans made as Base Rate Loans on any Funding Date (other than Revolving Loans made pursuant to subsection 3.3B) shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $500,000 in excess of that amount. Loans made on any Funding Date as Eurodollar Rate Loans with a particular Interest Period shall be in an aggregate minimum amount of $2,000,000 and integral multiples of $500,000 in excess of that amount1,500,000. Whenever Company desires that Lenders make Revolving Loans it shall deliver to Administrative Agent a duly executed Notice of Borrowing no later than 1:00 P.M. 12:00 Noon (New York City time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan) or no later than 1:00 P.M. (New York City time) on at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). Term The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount of Loans requested, (iii) whether such Loans shall be Base Rate Loans or Eurodollar Rate Loans, (iv) in the case of any Loans requested to be made as Eurodollar Rate Loans, the initial Interest Period requested therefor and (v) whether such Loans are for the purpose of the purchase or the modification of an Eligible Aircraft. Revolving Loans and Revolving Term Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering a the above-described Notice of Borrowing, Company may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Borrowing to Administrative Agent on or before the applicable Funding Date. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer a duly authorized officer or other person authorized to borrow on behalf of Company or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D2.1B, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case Lenders in accordance with this Agreement, Agreement pursuant to any such telephonic notice Company shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company shall notify Administrative Agent prior to the funding of any Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Loans shall constitute a re-certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing in accordance therewith.

Borrowing Mechanics. Term Loans under a respective Tranche made on any Funding Date as Base Rate Loans on any Funding Date or as LIBOR Loans with a particular Interest Period shall be in an aggregate minimum amount of $5,000,000 and integral multiples of $500,000 in excess of that amount. Revolving Loans (other than Revolving Loans made pursuant to subsection 3.3Ba request by Swing Line Lender pursuant to Section 2.1A(iii) for the purpose of repaying any Refunded Swing Line Loans) made on any Funding Date shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $500,000 100,000 in excess of that amount. Swing Line Loans made on any Funding Date as Eurodollar Rate Loans with a particular Interest Period shall be in an aggregate minimum amount of $2,000,000 500,000 and integral multiples of $500,000 100,000 in excess of that amount. Whenever Company desires that Lenders make Term Loans (whether Initial Term Loans or Incremental Term Loans) or Revolving Loans (excluding Refunded Swing Line Loans) to Company it shall deliver to Administrative Agent at the Notice Office a duly executed Notice of Borrowing no later than 1:00 P.M. 11:00 A.M. (New York City time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate LIBOR Loan) or at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent at the Notice Office a Notice of Borrowing no later than 1:00 P.M. (New York City time) on the proposed Funding Date. The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount of such borrowing requested and whether the respective borrowing shall consist of Initial Term Loans, Revolving Loans, Swing Line Loans or Incremental Term Loans, and if Incremental Term Loans, the specific Tranche thereof, (iii) in the case of a Swing Line Loans and any Loans made on the Closing Date, that such Loans shall be Base Rate Loan)Loans, (iv) in the case of Revolving Loans not made on the Closing Date, whether such Loans shall be Base Rate Loans or LIBOR Loans, and (v) in the case of any Loans requested to be made as LIBOR Loans, the initial Interest Period requested therefor. Term Loans and Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate LIBOR Loans in the manner provided in subsection 2.2D. Section 2.2D; provided that unless Administrative Agent has otherwise agreed or has determined that the Syndication Date has occurred (at which time this proviso shall no longer be applicable), LIBOR Loans may only have an Interest Period of one month, and the first Funding Date with respect to Loans maintained as LIBOR Loans may occur no earlier than three Business Days following the Closing Date, with all subsequent Funding Dates with respect to Loans maintained as LIBOR Loans to occur on the last day of the preceding one month Interest Period theretofore in effect. In lieu of delivering a the above-described Notice of Borrowing, Company may give Administrative Agent telephonic notice by of the required time of any proposed borrowing under this subsection Section 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Borrowing to Administrative Agent on or before the applicable Funding Date. Administrative Agent shall promptly give each Lender which is required to make Loans of the Tranche specified in the respective Notice of Borrowing, written notice (or telephonic notice promptly confirmed in writing) of each proposed borrowing, of such Lender’s proportionate share thereof and of the other matters required by this Section 2.1B to be specified in the Notice of Borrowing. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer a duly authorized officer or other person authorized to borrow on behalf of Company or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2DSection 2.1B, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case Lenders in accordance with this Agreement, Agreement pursuant to any such telephonic notice Company shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company shall notify Administrative Agent prior to the funding of any Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Loans shall constitute a re-certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable and Company shall be bound to make a borrowing in accordance therewith.

Borrowing Mechanics. (1) LIBOR Loans made as Base Rate Loans on any Funding Date (other than Revolving Loans made pursuant to subsection 3.3B) ------------------- shall be in an aggregate minimum amount of $1,000,000 500,000 and integral multiples of $500,000 100,000 in excess of that such amount. Loans made (2) On any day Borrower desires an advance under this subsection 2.1, Borrower shall give Lender telephonic notice of the -------------- proposed borrowing by 11:00 a.m. (Central time) on any the Funding Date as Eurodollar of a Base Rate Loans with a particular Interest Period shall be in an aggregate minimum amount of $2,000,000 Loan and integral multiples of $500,000 in excess of that amount. Whenever Company desires that Lenders make Loans it shall deliver to Administrative Agent a duly executed Notice of Borrowing no later than 1:00 P.M. three (New York City time3) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate LIBOR Loan, which notice (a "Notice of Borrowing") or no later than 1:00 P.M. (New York City time) on shall also specify the proposed Funding Date (in the case which shall be a Business Day), whether such Loans shall consist of a Base Rate Loan). Term Loans and Revolving Loans may be continued as or converted into Base Rate Loans or LIBOR Loans, and Eurodollar Rate for LIBOR Loans in the manner provided in subsection 2.2D. In lieu of delivering a Notice of Borrowing, Company may give Administrative Agent Interest Period applicable thereto. Any such telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Borrowing to Administrative Agent on or before the applicable Funding Datesame day. Neither Administrative Agent nor any Lender shall not incur any liability to Company in Borrower for acting upon any telephonic notice referred to above that Administrative Agent Lender believes in good faith to have been given by an Officer a duly authorized officer or other person authorized to borrow on behalf of Company Borrower or for otherwise acting in good faith under this subsection 2.1B or 2.1(D). Lender will not ----------------- make any advance pursuant to any telephonic notice unless Lender has also received the most recent Borrowing Base Certificate and all other documents required under subsection 2.2D5.1 by 11:00 a.m. (Chicago time). Each Revolving -------------- Advance shall be deposited by wire transfer in immediately available funds in such account as Borrower may from time to time designate to Lender in writing. The becoming due of any amount required to be paid under this Agreement or any of the other Loan Documents as principal, accrued interest and fees shall be deemed irrevocably to be a request by Borrower for a Revolving Advance on the due date of, and upon funding of Loans by Lendersin the amount required to pay, such principal, accrued interest and fees, and upon conversion or continuation the proceeds of each such Revolving Loan if made by Lender shall be disbursed by Lender by way of direct payment of the applicable basis for determining the interest rate with respect to any Loans relevant obligation. (3) When Borrower desires a CAPEX Advance pursuant to subsection 2.2D2.1(B), in each case in accordance with this Agreement, pursuant to any such telephonic Borrower ----------------- shall give Lender written notice Company shall have effected Loans or a conversion or continuation, as of the case may be, hereunder. Company shall notify Administrative Agent proposed borrowing no less than three (3) days prior to the funding requested Funding Date thereof. Prior to making any CAPEX Advance, Lender shall have received a certification by an officer of Borrower that (a) Permitted CAPEX Expenditures have been incurred in conjunction with the opening of a new retail store or stores of Borrower (as identified in such certification) and (b) they have not been incurred for any Loans improper purpose or in the event that violation of this Agreement or any of the matters to which Company is required to certify in the applicable Notice of Borrowing is no longer true and correct as of the applicable Funding DateLoan Documents, and the acceptance by Company of the proceeds of any Loans such other documentation as Lender shall constitute a re-certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Borrowingreasonably request. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for a Eurodollar Rate Loan (or telephonic notice in lieu thereof) Each CAPEX Advance shall be irrevocable and Company shall be bound deposited in immediately available funds in such account as Borrower may from time to make a borrowing time designate to Lender in accordance therewithwriting.

Borrowing Mechanics. (1) LIBOR Loans made as Base Rate Loans on any Funding Date (other than Revolving Loans made pursuant to subsection 3.3B) shall be in an aggregate minimum amount of $1,000,000 250,000 and integral multiples of $500,000 50,000 in excess of that such amount. Loans made on (2) On any Funding Date as Eurodollar Rate Loans with day when any Borrower desires a particular Interest Period Revolving Advance under this subsection 2.1, Borrowing Agent shall be in an aggregate minimum amount give Agent written or telephonic notice of $2,000,000 and integral multiples of $500,000 in excess of that amount. Whenever Company desires that Lenders make Loans it shall deliver to Administrative Agent a duly executed Notice of Borrowing no later than the proposed borrowing by 1:00 P.M. (p.m. New York City timetime on the Funding Date of a Base Rate Loan and three (3) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate LIBOR Loan) or no later than 1:00 P.M. (New York City time) on , which notice shall specify the proposed Funding Date (in the case which shall be a Business Day), whether such Loans shall consist of a Base Rate Loan). Term Loans and Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in or LIBOR Loans, and, for LIBOR Loans, the manner provided in subsection 2.2D. In lieu of delivering Interest Period applicable thereto. Any such telephonic notice shall be confirmed with a Notice of Borrowing, Company may give Administrative Agent telephonic notice by Borrowing on the required time of any proposed borrowing under this subsection 2.1B; provided that same day as such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Borrowing to Administrative Agent on or before the applicable Funding Daterequest. Neither Administrative Agent nor any Lender shall incur any liability to Company in any Loan Party for acting upon any telephonic notice referred to above that Administrative or a Notice of Borrowing which Agent believes in good faith to have been given by an Officer a duly authorized officer or other person authorized to borrow on behalf of Company any Borrower or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect 2.1(D). Neither Agent nor any Lender will be required to make any Loans pursuant to subsection 2.2D, in each case in accordance with this Agreement, advance pursuant to any such telephonic or written notice Company shall have effected Loans or a conversion or continuationNotice of Borrowing, unless all of the terms and conditions set forth in Section 3 have been satisfied and Agent has also received the most recent Borrowing Base Certificate and all other documents required under Section 5 and the Reporting Rider by 1:00 p.m. New York City time on the date of such funding request. Each Advance shall be deposited by wire transfer in immediately available funds in such account as the case Borrowing Agent may be, hereunderfrom time to time designate to Agent in writing. Company shall notify Administrative Agent prior to the funding The becoming due of any Loans in the event that amount required to be paid under this Agreement or any of the matters other Loan Documents as principal, Lender Letter of Credit reimbursement obligation, accrued interest, fees, compensation or any other amounts shall be deemed irrevocably to be an automatic request by Borrowing Agent on behalf of Borrowers for a Revolving Advance, which Company is shall be a Base Rate Loan on the due date of, and in the amount required to certify in the applicable Notice pay (as set forth on Agent's books and records), such principal, Lender Letter of Borrowing is no longer true and correct as of the applicable Funding DateCredit reimbursement obligation, and the acceptance by Company of the proceeds of accrued interest, fees, compensation or any Loans shall constitute a re-certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable and Company shall be bound to make a borrowing in accordance therewithother amounts.

Borrowing Mechanics. Loans made as All Base Rate Loans on any Funding Date (other than Revolving Loans made pursuant to subsection 3.3B) shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $500,000 in excess of that amount. Loans made on any Funding Date as Eurodollar Rate Loans with a particular Interest Period shall be in an aggregate a minimum principal amount of $2,000,000 and integral multiples 10,000.00. All LIBOR Rate Loans made on any Funding Date shall be in a minimum principal amount of $500,000 in excess of that amount1,000,000.00. Whenever Company When Borrower desires that Lenders make Loans to borrow under this subsection 2.1, it shall deliver to Administrative Agent a duly executed Notice of Borrowing no later than 1:00 P.M. 11:00 A.M. (New York City Chicago, Illinois time) (i) on the proposed Funding Date in the case of a requested Base Rate Loan in an aggregate principal amount not to exceed $5,000,000.00 and (ii) at least three one (1) Business Days in advance of the proposed Funding Date (in the case of a Eurodollar requested Base Rate LoanLoan in an aggregate principal amount in excess of $5,000,000.00 and (iii) or no later than 1:00 P.M. at least three (New York City time3) on Business Days in advance of the proposed Funding Date (in the case of a requested LIBOR Loan. Loans made on the Closing Date shall be made and continued as Base Rate Loan)Loans for at least ten (10) days after the Closing Date. Term Loans and Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans LIBOR Loans, as the case may be, in the manner provided in subsection 2.2D. 2.2(C) on and after the date ten (10) days after the Closing Date. A notice of Borrowing for a LIBOR Loan (or telephone notice in lieu thereof) shall be irrevocable once given and Borrower shall be bound to make a borrowing in accordance therewith. In lieu of delivering a the above described Notice of Borrowing, Company Borrower may give Administrative Agent telephonic notice by the required time of any the proposed borrowing under this subsection 2.1Bborrowing; provided that such notice shall be promptly promptly, and in any event within one Business Day, confirmed in writing by delivery of a duly executed Notice of Borrowing to Administrative Agent on or before the applicable Funding DateAgent. Neither Administrative Agent nor any Lender shall incur any liability to Company in Borrower for acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer a duly authorized officer or other person authorized to borrow on behalf of Company Borrower or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D, and upon funding 2.1(E). The making of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans an advance pursuant to subsection 2.2D, in each case in accordance with this Agreement, pursuant to any such telephonic notice Company shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company shall notify Administrative Agent prior to the funding of any Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Loans shall constitute a re-certification by Company, Loan under this Agreement. Agent may disburse funds and settle the accounts with Lenders as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Borrowing. Except as otherwise provided in subsections 2.6Bsubsection 2.11, 2.6C and 2.6Gor at Agent's option, Agent may promptly after receipt of a Notice of Borrowing for a Eurodollar Rate Loan (or telephonic notice in lieu thereof), notify each Lender of the proposed borrowing; provided that Agent shall promptly after receipt of a Notice of Borrowing relating to a LIBOR Loan notify each Lender of such proposed borrowing. If Agent so requests, each Lender shall then make the amount of its Loan available to Agent, in same day funds, not later than 11:00 A.M. (Chicago, Illinois time) on the applicable Funding Date by wire transfer to the following account: First National Bank of Chicago Xxx Xxxxx Xxxxxxxx Xxxxx Xxxxxxx, Xxxxxxxx 00000 ABA No. 0000-0000-0 Account No. 0000000 Reference: Xxxxxx Corporate Finance Group for the benefit of Central Products Company or at such other place as Agent may direct from time to time by notice to Lenders. If Agent, on behalf of Lenders, disburses funds to Borrower for Loans requested and any Lender fails to pay the amount of its Pro Rata Share (calculated with respect to the applicable Commitment for the Loan in question) forthwith upon Agent's demand, Agent shall promptly notify Borrower, and Borrower shall immediately repay such amount to Agent with interest thereon at the rate payable under subsection 2.2. Nothing in this subsection 2.1(E) shall be irrevocable and Company deemed to require Agent to advance funds on behalf of any Lender or to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Borrower may have against any Lender as a result of any default by such Lender hereunder. Upon satisfaction or waiver of the applicable conditions precedent specified in Section 3, Agent shall make the proceeds of such Loans available to Borrower on such Funding Date by causing an amount of same day funds equal to the proceeds of all such Loans received by Agent to be bound deposited in such account of Borrower as Borrower may from time to make a borrowing time designate to Agent in accordance therewithwriting.

Borrowing Mechanics. Prime Rate Loans made as Base Rate Loans on any Funding Date (other than Revolving shall be in an aggregate minimum amount of $500,000 and integral multiples of $50,000 in excess of that amount. LIBOR Rate Loans made pursuant to subsection 3.3B) on any Funding Date shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $500,000 100,000 in excess of that amount. Loans made on any Funding Date as Eurodollar Rate Loans with a particular Interest Period shall be in an aggregate minimum amount of $2,000,000 and integral multiples of $500,000 in excess of that amount. Whenever Company When Borrower desires that Lenders make Loans to borrow under this subsection 2.1, it shall deliver to Administrative Agent Lender a duly executed fully and properly completed Notice of Borrowing no later than 1:00 P.M. 11:00 A.M. (New York City Los Angeles time) at least (i) one Business Day in advance of the proposed Funding Date in the case of a requested Prime Rate Loan and (ii) three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar requested LIBOR Rate Loan) or no later than 1:00 P.M. (New York City time) on the proposed Funding Date (in the case of a Base Rate Loan). Term Loans and Revolving Loans may be continued as or converted into Base Prime Rate Loans and Eurodollar LIBOR Rate Loans in the manner provided in subsection 2.2D. 2.2(E) on and after the date ten (10) days after the First Amendment Date. In lieu of delivering a the above described Notice of Borrowing, Company Borrower may give Administrative Agent Lender telephonic notice by the required time of any the proposed borrowing under this subsection 2.1Bborrowing; provided that such notice shall be promptly promptly, and in any event within one Business Day, confirmed in writing by delivery of a duly executed Notice of Borrowing to Administrative Agent on or before the applicable Funding DateLender. Neither Administrative Agent nor any Lender shall not incur any liability to Company in Borrower for acting upon any telephonic notice referred to above that Administrative Agent Lender believes in good faith to have been given by an Officer a duly authorized officer or other person authorized to borrow on behalf of Company Borrower or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D, and upon funding 2.1(C). The making of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans an advance pursuant to subsection 2.2D, in each case in accordance with this Agreement, pursuant to any such telephonic notice Company shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company shall notify Administrative Agent prior to the funding of any Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Loans shall constitute a re-certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of BorrowingLoan under this Agreement. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6Gsubsection 2.8(D), a Notice of Borrowing for a Eurodollar LIBOR Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable once given, and Company Borrower shall be bound to make a borrowing in accordance therewith. Each such advance to Borrower under the Revolving Loan shall, on the Funding Date, be deposited, in immediately available funds, in such account as Borrower may from time to time designate to Lender in writing.

Borrowing Mechanics. Loans made as Base Rate Loans on any Funding Date (other than Revolving Loans made pursuant to a request by Swing Line Lender pursuant to subsection 3.3B2.1A(iii) for the purpose of repaying any Refunded Swing Line Loans or Revolving Loans made pursuant to subsection 3.3B for the purpose of reimbursing any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it) shall be in an aggregate minimum amount of $1,000,000 1 million and integral multiples of $500,000 100,000 in excess of that amount. ; provided that Loans made on any Funding Date as Eurodollar LIBO Rate Loans with a particular Interest Period shall be in an aggregate minimum amount of $2,000,000 5 million and integral multiples of $1 million in excess of that amount. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $500,000 and multiples of $100,000 in excess of that amount. Whenever Company desires that Lenders make Loans it shall deliver to Administrative Agent a duly executed Notice of Borrowing no later than 1:00 P.M. 10:00 A.M. (New York City time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar LIBO Rate Loan) or no later than 1:00 P.M. (New York City time) on at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a Notice of Borrowing no later than 12:00 Noon (New York City time) on the proposed Funding Date. The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount and type of Loans requested, (iii) in the case of Swing Line Loans, that such Loans shall be Base Rate Loans, (iv) whether such Loans shall be Base Rate Loans or LIBO Rate Loans, and (v) in the case of any Loans requested to be made as LIBO Rate Loans, the initial Interest Period requested therefor. Term Loans and Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar LIBO Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering a the above-described Notice of Borrowing, Company may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Borrowing to Administrative Agent on or before the applicable Funding Date. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer a duly authorized officer or other person authorized to borrow on behalf of Company or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D2.1B, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case Lenders in accordance with this Agreement, Agreement pursuant to any such telephonic notice Company shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company shall notify Administrative Agent prior to the funding of any Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Loans shall constitute a re-certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for a Eurodollar LIBO Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing in accordance therewith.

Borrowing Mechanics. Revolving Loans made on any Funding Date as Base Rate Loans shall not be subject to any minimum amounts. Revolving Loans made on any Funding Date (other than Revolving as Eurodollar Rate Loans made pursuant to subsection 3.3B) shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $500,000 in excess of that amount. Loans made on any Funding Date as Eurodollar Rate Loans with a particular Interest Period shall be in an aggregate minimum amount of $2,000,000 and integral multiples of $500,000 in excess of that amount. Whenever Company desires that Lenders make Loans Revolving Loans, it shall deliver to Administrative Agent a duly executed Notice of Borrowing no later than 1:00 P.M. 11:00 A.M. (New York City time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan) ), or no later than 1:00 P.M. (New York City time) on at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). Term The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount and type of Loans requested, (iii) in the case of Loans made on the Closing Date, that such Loans shall be Base Rate Loans, (iv) in the case of Loans not made on the Closing Date, whether such Loans shall be Base Rate Loans or Eurodollar Rate Loans, (v) in the case of any Loans requested to be made as Eurodollar Rate Loans, the initial Interest Period requested therefor; provided that the initial Funding Date with respect to any -------- Eurodollar Rate Loans requested to be made hereunder (x) as Tranche A Revolving Loans shall not be earlier than the date (1) occurring 30 days after the Closing Date or (2) on which Administrative Agent notifies Company in writing that the primary syndication of the Tranche A Revolving Loan Commitments and the Tranche A Revolving Loans has been completed and (y) as Tranche B Revolving Loans shall not be earlier than the date (1) occurring 30 days after the Tranche B Expiration Date or (2) on which Administrative Agent notifies Company in writing that the primary syndication of the Tranche B Revolving Loan Commitments and the Tranche B Revolving Loans has been completed; provided, further, that, subject -------- ------- to the preceding proviso, (i) any Tranche A Revolving Loans made as Eurodollar ------- Rate Loans on or before the date occurring 90 days after the Closing Date shall not have an Interest Period in excess of one month and (ii) any Tranche B Revolving Loans made as Eurodollar Rate Loans on or before the date occurring 90 days after the Tranche B Expiration Date shall not have an Interest Period in excess of one month, (vi) in the case of Tranche A Revolving Loans, that, after giving effect to the requested Loans, the Total Utilization of Tranche A Revolving Loans will not exceed the Tranche A Revolving Loan Commitments then in effect and (vii) (a) in the case of Tranche B Revolving Loans made on or before the Tranche B Expiration Date, that, after giving effect to the requested Loans, the Total Utilization of Tranche B Revolving Loan Commitments will not exceed (i) the Tranche B Revolving Loan Commitments then in effect minus (ii) the Offer ----- Reserve then in effect and (b) in the case of Tranche B Revolving Loans made after the Tranche B Expiration Date, that, after giving effect to the requested Loans, the Total Utilization of Tranche B Revolving Loan Commitments will not exceed the Tranche B Revolving Loan Commitments then in effect. Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering a the above- described Notice of Borrowing, Company may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of -------- a duly executed Notice of Borrowing to Administrative Agent on or before the applicable Funding Date. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer a duly authorized officer or other person authorized to borrow on behalf of Company or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D2.1B, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case Lenders in accordance with this Agreement, Agreement pursuant to any such telephonic notice Company shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company shall notify Administrative Agent prior to the funding of any Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Loans shall constitute a re-certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to either (i) make a borrowing in accordance therewith.therewith or (ii) pay all amounts due under subsection 2.6D.

Borrowing Mechanics. Loans made as Base Rate Loans on any Funding Date (other than Revolving Loans made pursuant to subsection 3.3BSection 3.3(b) for the purpose of reimbursing any Lender for the amount of a drawing under a Letter of Credit issued by it) shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $500,000 in excess of that amount. Loans made on Whenever any Funding Date as Eurodollar Rate Loans with a particular Interest Period shall be in an aggregate minimum amount of $2,000,000 and integral multiples of $500,000 in excess of that amount. Whenever Company Borrower desires that Lenders make Loans it shall deliver to Administrative Agent a duly executed Notice of Borrowing no later than 1:00 P.M. 10:00 A.M. (New York City time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan) or no later than 1:00 P.M. (New York City time) on at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). Term The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount of Loans requested, (iii) whether such Loans shall be Base Rate Loans or Eurodollar Rate Loans, and Revolving (iv) in the case of any Loans requested to be made as Eurodollar Rate Loans, the initial Interest Period requested therefor. Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. Section 2.2(d). In lieu of delivering a the above-described Notice of Borrowing, Company Borrowers may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1BSection 2.1(b); provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Borrowing to Administrative Agent on or before the applicable Funding Date. Neither Administrative Agent nor any Lender shall incur any liability to Company any Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to be genuine and to have been given by an Officer a duly authorized officer or other person authorized to borrow on behalf of Company Borrowers or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2DSection 2.1(b), and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case Lenders in accordance with this Agreement, Agreement pursuant to any such telephonic notice Company Borrowers shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company Borrowers shall notify Administrative Agent prior to the funding of any Loans in the event that any of the matters to which Company is Borrowers are required to certify in the applicable Notice of Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company any Borrower of the proceeds of any Loans shall constitute a re-certification by CompanyBorrowers, as of the applicable Funding Date, as to the matters to which Company is Borrowers are required to certify in the applicable Notice of Borrowing. Except as otherwise provided in subsections 2.6BSections 2.6(b), 2.6C 2.6(c) and 2.6G2.6(g), a Notice of Borrowing for a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and Company after the related Interest Rate Determination Date, and Borrowers shall be bound to make a borrowing in accordance therewiththerewith unless Borrowers pay all costs and expenses payable under Section 2.6(d).

Borrowing Mechanics. Revolving Loans made as Base Rate Loans on any Funding Date (other than Revolving Loans made pursuant to a request by a Swing Line Lender pursuant to subsection 3.3B2.1A(ii)) shall be in an aggregate minimum amount of $1,000,000 5,000,000 and integral multiples of $500,000 1,000,000 in excess of that amount. Swing Line Loans made on any Funding Date as Eurodollar Rate Loans with a particular Interest Period shall be in an aggregate minimum amount of $2,000,000 500,000 and integral multiples of $500,000 100,000 in excess of that amount. Whenever Company the Borrower desires that the Lenders make Revolving Loans it shall deliver to the Administrative Agent a duly executed Notice of Borrowing duly executed by an Officer of the Borrower no later than (i) 1:00 P.M. (New York City Central time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan) or no later than and (ii) 1:00 P.M. (New York City Central time) on the proposed Funding Date (in the case of a Base Rate Loan). Term Loans Whenever the Borrower desires that a Swing Line Lender make a Swing Line Loan, it shall deliver to the Administrative Agent and each Swing Line Lender a Notice of Borrowing duly executed by an Officer of the Borrower no later than 2:00 P.M. (Central time) on the proposed Funding Date; provided, that if the Borrower delivers a duly executed Notice of Borrowing to the Administrative Agent and each Swing Line Lender no later than 8:45 A.M. (Central time), such Swing Line Loan (an “Early Requested Swing Line Loan”) shall be made available by the applicable Swing Line Lender no later than 9:45 A.M. (Central time). Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering a Notice of Borrowing, Company the Borrower may give the Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Borrowing to the Administrative Agent duly executed by an Officer of the Borrower on or before the applicable Funding Date. Neither the Administrative Agent nor any Lender shall incur any liability to Company the Borrower in acting upon any telephonic notice referred to above that the Administrative Agent believes in good faith to have been given by an Officer or other person authorized to borrow on behalf of Company the Borrower or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D, and upon funding of Loans by the Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case in accordance with this Agreement, pursuant to any such telephonic notice Company the Borrower shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company The Borrower shall notify the Administrative Agent prior to the funding of any Loans in the event that any that, to the Borrower’s knowledge, an event has occurred and is continuing or would result from the consummation of the matters to which Company is required to certify in the applicable Notice borrowing that would constitute an Event of Borrowing is no longer true and correct as Default or a Potential Event of the applicable Funding DateDefault, and the acceptance by Company the Borrower of the proceeds of any Loans shall constitute a re-certification by Companythe Borrower, as of the applicable Funding Date, as to the matters to which Company the Borrower is required to certify in the applicable Notice of Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for, or a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and Company after the related Interest Rate Determination Date, and the Borrower shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewith.

Borrowing Mechanics. Loans made as Base Rate Loans on any Funding Date (other than Swing Line Loans, Revolving Loans made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(ii) or Revolving Loans made pursuant to subsection 3.3B) shall be in an aggregate minimum amount of $1,000,000 2,000,000 and integral multiples of $500,000 in excess of that amount. Swing Line Loans made on any Funding Date as Eurodollar Rate Loans with a particular Interest Period shall be in an aggregate minimum amount of $2,000,000 250,000 and integral multiples of $500,000 50,000 in excess of that amount. Whenever Company desires that Lenders make Revolving Loans it shall deliver to Administrative Agent a duly executed Notice of Borrowing no later than 1:00 P.M. 11:00 A.M. (New York City time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate LIBOR Loan) or no later than 1:00 P.M. (New York City time) on at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan), provided that any Notice of Borrowing with respect to any borrowings on the Closing Date may be delivered no later than 9:00 A.M. on the Closing Date. Term Loans and Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a duly executed Notice of Borrowing no later than 11:00 A.M. (New York City time) on the proposed Funding Date. Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate LIBOR Loans in the manner provided in subsection 2.2D. In lieu of delivering a Notice of Borrowing, Company may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Borrowing to Administrative Agent on or before the applicable Funding Date. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer or other person authorized to borrow on behalf of Company or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case in accordance with this Agreement, pursuant to any such telephonic notice Company shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company shall notify Administrative Agent prior to the funding of any Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Loans shall constitute a re-certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for, or a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate LIBOR Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewith. Notwithstanding the foregoing provisions of this subsection 2.1B, no LIBOR Loans may be made and no Base Rate Loan may be converted into a LIBOR Loan until the earlier of the tenth Business Day after the Closing Date and the date specified by Administrative Agent to Company on which the primary syndication of the Loans has been completed.

Borrowing Mechanics. Whenever any Borrower desires to borrow Pro Rata Loans made as Base Rate Loans on any Funding Date (other than Revolving Loans made pursuant to under this subsection 3.3B) shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $500,000 in excess of that amount. Loans made on any Funding Date as Eurodollar Rate Loans with a particular Interest Period shall be in an aggregate minimum amount of $2,000,000 and integral multiples of $500,000 in excess of that amount. Whenever Company desires that Lenders make Loans 2.1, it shall deliver to Administrative Agent a duly executed Notice of Pro Rata Borrowing no later than 1:00 P.M. (New York City time) at least three one (1) Business Days Day in advance of the proposed Funding Date (in the case of a Eurodollar Base Rate Loan) or Loan and no later than 1:00 P.M. (New York City time) on at least three (3) Business Days in advance of the proposed Funding Date in the case of a Eurodollar Rate Loan. Each Notice of Pro Rata Borrowing shall specify: (i) the proposed Funding Date (which shall be a Business Day); (ii) the amount and type of Loans requested; (iii) whether such Pro Rata Loans shall be Base Rate Loans or Eurodollar Rate Loans and, in the case of a Base Rate Loan). Term Loans and Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans Loans, the Interest Period applicable thereto; and (iv) that the Total Utilization (after giving effect to the proposed borrowing) does not exceed the Total Pro Rata Commitments then in the manner provided in subsection 2.2D. effect. In lieu of delivering a any Notice of Pro Rata Borrowing, Company the Applicable Borrower may give Administrative Agent telephonic notice of the proposed borrowing (and the other information required by a Notice of Pro Rata Borrowing) by the required time of any proposed borrowing under this subsection 2.1B2.1; provided PROVIDED, HOWEVER, that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Pro Rata Borrowing to Administrative Agent on or before the applicable Funding Date. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer or other person authorized to borrow on behalf of Company or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case in accordance with this Agreement, pursuant to any such telephonic notice Company shall have effected Loans or a conversion or continuation, same date as the case may be, hereunder. Company shall notify Administrative Agent prior to the funding of any Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Loans shall constitute a re-certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Borrowingtelephonic notice. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6Gsubsection 2.10, a Notice of Pro Rata Borrowing for a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable irrevocable, and Company the Applicable Borrower shall be bound to make a borrowing in accordance therewiththerewith unless such Borrower pays any amounts required to be paid pursuant to subsection 2.10C to compensate Lenders.

Borrowing Mechanics. Revolving Loans made as Base Rate Loans on any Funding Date (other than Revolving Loans made pursuant to subsection 3.3B3.3B for the purpose of reimbursing any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it) shall be in an aggregate minimum amount of (x) $1,000,000 and integral multiples of $500,000 100,000 in excess of that amount. Loans made on any Funding Date as amount in the case of Eurodollar Rate Loans with a particular Interest Period shall be in an aggregate minimum amount of and (y) $2,000,000 100,000 and integral multiples of $500,000 100,000 in excess of that amountamount in the case of Base Rate Loans. Whenever Company desires that Lenders make Revolving Loans it shall deliver to Administrative Agent a duly executed Notice of Borrowing no later than 1:00 P.M. 10:00 A.M. (New York City time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan) or no later than 1:00 P.M. (New York City time) on at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). Term The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount requested, (iii) whether such Revolving Loans shall be Base Rate Loans or Eurodollar Rate Loans, (iv) in the case of any Revolving Loans requested to be made as Eurodollar Rate Loans, the initial Interest Period requested therefor and (v) that, after giving effect to the requested Revolving Loans, the Total Utilization of Revolving Loan Commitments will not exceed the Revolving Loan Commitment then in effect or the sum of the Borrowing Base then in effect and amounts spent on Permitted Business Acquisitions (other than amounts funded through equity issuances or indebtedness other than Revolving Loans). Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering a the above-described Notice of Borrowing, Company may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Borrowing to Administrative Agent on or before the applicable Funding Date. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an Officer a duly authorized officer or other person authorized to borrow on behalf of Company or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D2.1B, and upon funding of Revolving Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case Lenders in accordance with this Agreement, Agreement pursuant to any such telephonic notice Company shall have effected Revolving Loans or a conversion or continuation, as the case may be, hereunder. Company shall notify Administrative Agent prior to the funding of any Revolving Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Revolving Loans shall constitute a re-certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Borrowing. REVOLVING LOAN CREDIT AGREEMENT EXECUTION 43 51 Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing in accordance therewith.

Borrowing Mechanics. (i) Revolving DIP Loans made as Base Rate Loans on any Funding Date (other than Revolving DIP Loans made pursuant to subsection 2.1B(ii) or subsection 3.3B) shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $500,000 in excess of that amount. Loans made on any Funding Date as Eurodollar Rate Loans with a particular Interest Period shall be in an aggregate minimum amount of $2,000,000 and integral multiples of $500,000 in excess of that amount. Whenever Company desires Borrowers desire that DIP Lenders make Revolving DIP Loans it they shall deliver to Administrative DIP Agent a duly executed Notice of Borrowing no later than 1:00 P.M. (New York City time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan) or no later than 1:00 P.M. 11:00 A.M. (New York City time) on the day of the proposed Funding Date (in the case of a Base Rate Loan)Date. Term Loans and Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering a Notice of Borrowing, Company Borrowers may give Administrative DIP Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Borrowing to Administrative DIP Agent on or before the applicable Funding Date. Neither Administrative DIP Agent nor any DIP Lender shall incur any liability to Company Borrowers in acting upon any telephonic notice referred to above that Administrative DIP Agent believes in good faith to have been given by an Officer or other person authorized to borrow on behalf of Company Borrowers or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case Daily Funding Lender and/or DIP Lenders in accordance with this Agreement, pursuant to any such telephonic notice Company notice, Borrowers shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company Borrowers shall notify Administrative DIP Agent prior to the funding of any Loans in the event that if any of the matters to which Company is Borrowers are required to certify in the applicable Notice of Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company Borrowers of the proceeds of any Loans shall constitute a re-certification by CompanyBorrowers, as of the applicable Funding Date, as to the matters to which Company is Borrowers are required to certify in the applicable Notice of Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable and Company shall be bound to make a borrowing in accordance therewith.

Borrowing Mechanics. Revolving Loans made as Base Rate Loans on any Funding Date (other than Revolving Loans made pursuant to subsection 3.3B) shall be in an aggregate minimum amount of $1,000,000 250,000 and integral multiples of $500,000 250,000 in excess of that amount. ; provided that Revolving Loans made on any Funding Date as Eurodollar Rate -------- LIBOR Loans with a particular Interest Period shall be in an aggregate minimum amount of $2,000,000 2,500,000 and integral multiples of $500,000 1,000,000 in excess of that amount. Whenever Company Borrower desires that Lenders make Revolving Loans or Term Loans it shall deliver to Administrative Agent a duly executed Notice of Borrowing no later than 1:00 P.M. 11:00 A.M. (New York City time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate LIBOR Loan) or no later than 1:00 P.M. (New York City time) on the same Business Day of the proposed Funding Date (in the case of a Base Rate Loan). Term The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount and Type of Loans requested, (iii) in the case of Revolving Loans not made on the Effective Date, whether such Loans shall be Base Rate Loans or LIBOR Loans, (iv) in the case of any Loans requested to be made as LIBOR Loans, the initial Interest Period requested therefor and (v) information about the account of Borrower to be credited. Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate LIBOR Loans in the manner provided in subsection 2.2D. 2.2C. All Loans made on the Effective Date shall be made as Base Rate Loans. In lieu of delivering a the above-described Notice of BorrowingBorrowing for any Loans not made on the Effective Date, Company Borrower may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided -------- that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Borrowing to Administrative Agent on or before the applicable Funding Datedate such notice was given. Neither Administrative Agent nor any Lender shall incur any liability to Company Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by an a duly authorized Officer or other person Person authorized to borrow on behalf of Company Borrower or for otherwise acting in good faith under this subsection 2.1B or under subsection 2.2D2.1B, and upon funding of Loans by Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case Lenders in accordance with this Agreement, Agreement pursuant to any such telephonic notice Company Borrower shall have effected Loans or a conversion or continuation, as the case may be, hereunder. Company Borrower shall notify Administrative Agent prior to the funding of any Loans in the event that if any of the matters to which Company Borrower is required to certify in the applicable Notice of Borrowing is no longer true and correct as of the applicable Funding Date, and the acceptance by Company Borrower of the proceeds of any Loans shall constitute a re-certification by CompanyBorrower, as of the applicable Funding Date, as to the matters to which Company Borrower is required to certify in the applicable Notice of Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for a Eurodollar Rate LIBOR Loan (or telephonic notice in lieu thereof) shall be irrevocable on and Company after the related Interest Rate Determination Date, and Borrower shall be bound to make a borrowing in accordance therewith.