Common use of Loan Requests Clause in Contracts

Loan Requests. (a) Requests for loans and advances under this Agreement or for the continuance or conversion of an interest rate applicable to a Loan may be requested by the Borrowers’ Representative in such manner as may from time to time be reasonably acceptable to the Administrative Agent. (b) Subject to the provisions of this Agreement, the Borrowers’ Representative may request a Loan and elect an interest rate and Interest Period to be applicable to that Loan by giving notice to the Administrative Agent by no later than the following: (i) If such Loan is to be or is to be converted to a Base Margin Loan: By 1:00 PM on the Business Day prior to the Business Day on which the subject Revolving Credit Loan is to be made or is to be so converted. Base Margin Loans requested by the Borrowers’ Representative, other than those resulting from the conversion of a Libor Loan, shall not be less than $100,000.00. (ii) If such Loan is to be, or is to be continued as, or converted to, a Libor Loan: By 1:00 PM three (3) Libor Business Days before the commencement of any new Interest Period or the end of the then applicable Interest Period. Libor Loans and conversions to Libor Loans shall each be not less than $1,000,000.00 and in increments of $100,000.00 in excess of such minimum. (iii) Any Libor Loan which matures while a Default has occurred and is continuing shall be converted, at the option of the Administrative Agent, to a Base Margin Loan notwithstanding any notice from the Borrowers’ Representative that such Loan is to be continued as a Libor Loan. (c) Any request for a Loan or for the continuance or conversion of an interest rate applicable to a Loan which is made after the applicable deadline therefore, as set forth above, shall be deemed to have been made at the opening of business on the then next Business Day or Libor Business Day, as applicable. Each request for a Loan or for the conversion of a Loan shall be made in such manner as may from time to time be acceptable to the Administrative Agent. (d) The Borrowers’ Representative may request that the Administrative Agent cause the issuance by the Issuer of L/C’s for the account of a Borrower as provided in Section 2.20. (e) The Administrative Agent may rely on any request for a loan or advance, or other financial accommodation under the Agreement which the Administrative Agent, in good faith, believes to have been made by a Person duly authorized to act on behalf of the Borrowers’ Representative and may decline to make any such requested loan or advance, or issuance, or to provide any such financial accommodation pending the Administrative Agent’s being furnished with such documentation concerning that Person’s authority to act as reasonably may be satisfactory to the Administrative Agent. (f) A request by the Borrowers’ Representative for a loan or advance, or other financial accommodation under this Agreement shall be irrevocable and shall constitute certification by each Borrower that as of the date of such request, each of the following is true and correct: (i) There has been no material adverse change in the Loan Parties’ financial condition (taken as a whole) from the most recent financial information furnished Administrative Agent or any Lender pursuant to this Agreement. (ii) Each representation, not relating to a specific date, which is made herein or in any of the Loan Documents is then true and correct in all material respects as of and as if made on the date of such request (except (A) to the extent of changes resulting from transactions contemplated or permitted by this Agreement or the other Loan Documents and changes occurring in the ordinary course of business which singly or in the aggregate are not materially adverse and (B) to the extent that such representations and warranties expressly relate to a then earlier date). (iii) Unless accompanied by the Certificate of the Borrowers’ Representative’s Chief Executive Officer, President, or Chief Financial Officer describing (in reasonable detail) the facts and circumstances thereof and the steps (if any) being taken to remedy such condition, no Default has occurred and is continuing. (g) If, at any time or from time to time, a Default shall occur: (i) The Administrative Agent may suspend the Borrowers right to request Loans, SwingLine Loans, or L/Cs immediately, in which event, neither the Administrative Agent nor any Lender shall be obligated during such suspension, to make any loan or advance, or to provide any financial accommodation hereunder or to seek the issuance of any L/C. (ii) The Administrative Agent may suspend the right of the Borrowers’ Representative to request any Libor Loan or to convert any Base Margin Loan to a Libor Loan.

Loan Requests. (a) Requests for loans and advances under this Agreement Revolving Credit Loans or for the continuance or conversion of an interest rate applicable to a Loan may be requested by the Borrowers’ Representative Lead Borrower in such manner as may from time to time be reasonably acceptable to the Administrative Agent. (b) Subject to the provisions of this Agreement, the Borrowers’ Representative Lead Borrower may request a Revolving Credit Loan and elect an interest rate and Interest Period to be applicable to that a Loan or continue or convert an interest rate applicable to existing Loans by giving notice to the Administrative Agent by no later than the following: (i) If such Loan is to be be, or is to be converted to to, a Base Margin Loan: By 1:00 PM on the Boston time one (1) Business Day prior to before the Business Day date on which the subject Revolving Credit Loan is to be made or is to be so converted. Base Margin Loans requested by the Borrowers’ RepresentativeLead Borrower, other than those resulting from the conversion of a Libor Eurodollar Loan, shall not be less than $100,000.00500,000.00. (ii) If such Loan is to be, or is to be continued as, or converted to, a Libor Eurodollar Loan: By 1:00 PM Boston time three (3) Libor Eurodollar Business Days before the commencement of any new Interest Period or the end of the then applicable Interest Period. Libor Eurodollar Loans and conversions to Libor Eurodollar Loans shall each be not less than $1,000,000.00 and in increments of $100,000.00 1,000,000.00 in excess of such minimum. (iii) Any Libor Eurodollar Loan which matures while a an Event of Default has occurred and is continuing exists shall be converted, at the option of the Administrative Agent, to a Base Margin Loan notwithstanding any notice from the Borrowers’ Representative Lead Borrower that such Loan is to be continued as a Libor Eurodollar Loan. (c) Any request for a Revolving Credit Loan or for the continuance or conversion of an interest rate applicable to a Loan which is made after the applicable deadline thereforetherefor, as set forth above, shall be deemed to have been made at the opening of business on the then next Business Day or Libor Eurodollar Business Day, as applicable. Each request for a Loan or for the conversion of a Loan shall be made in such manner as may from time to time be acceptable to the Administrative Agent. (d) The Borrowers’ Representative Lead Borrower may request that the Administrative Agent cause the issuance by the Issuer of L/C’s Cs for the account of a Borrower the Borrowers as provided in Section 2.202.18. (e) The Administrative Agent may rely on any request for a loan or advance, Loan or other financial accommodation under the Agreement Revolving Credit which the Administrative Agent, in good faith, believes to have been made by a Person duly authorized to act on behalf of the Borrowers’ Representative Lead Borrower and may decline to make any such requested loan or advance, or issuance, or to provide any such financial accommodation pending the Administrative Agent’s 's being furnished with such documentation concerning that Person’s 's authority to act as reasonably may be satisfactory to the Administrative Agent. (f) A request by the Borrowers’ Representative Lead Borrower for a loan or advance, or other financial accommodation under this Agreement shall be irrevocable and shall constitute certification by each Borrower Credit Party that as of the date of such request, each of the following is true and correct: (i) There has been no material adverse change in the Loan Parties’ financial condition (taken as a whole) from the most recent financial information furnished Administrative Agent or any Lender pursuant to this Agreement. (ii) Each representation, not relating to a specific date, representation which is made herein or in any of the Loan Documents is then true and correct complete in all material respects as of and as if made on the date of such request (except (A) to the extent of changes resulting from transactions contemplated or permitted by this Agreement or the other Loan Documents and changes occurring in the ordinary course of business which singly or in the aggregate are not materially adverse and (B) to the extent for representations that such representations and warranties expressly relate to a then an earlier date, in which case that representation shall have been true on such earlier date). (iii) Unless accompanied by the Certificate of the Borrowers’ Representative’s Chief Executive Officer, President, or Chief Financial Officer describing (in reasonable detail) the facts and circumstances thereof and the steps (if any) being taken to remedy such condition, no Default has occurred and is continuing. (g) If, at any time or from time to time, a Default shall occur: (i) The Administrative Agent may suspend the Borrowers right to request Loans, SwingLine Loans, or L/Cs immediately, in which event, neither the Administrative Agent nor any Lender shall be obligated during such suspension, to make any loan or advance, or to provide any financial accommodation hereunder or to seek the issuance of any L/C. (ii) The Administrative Agent may suspend the right of the Borrowers’ Representative to request any Libor Loan or to convert any Base Margin Loan to a Libor Loan.

Loan Requests. Except as otherwise provided herein, subject to the notice requirements set forth in this Section 2.5.1 and the other terms and conditions hereof, (a) Requests for loans and advances under this Agreement or for the continuance or conversion of an interest rate applicable to a Loan may be requested by the Borrowers’ Representative in such manner as Borrower may from time to time be reasonably acceptable on or after the Amendment No. 1 Effective Date and prior to the Administrative Agent. Revolving Maturity Date request the Lenders to make Revolving Credit Loans, (b) Subject the Borrower may request that the Lenders make Initial Term A Loans on the Amendment No. 1 Effective Date pursuant to the provisions second paragraph of this Agreement, the Borrowers’ Representative may request a Loan Section 2.1.3 [Term A Loans] and elect an interest rate and Interest Period to be applicable to that Loan by giving notice to the Administrative Agent by no later than the following: (i) If such Loan is to be or is to be converted to a Base Margin Loan: By 1:00 PM on the Business Day prior to the Business Day on which the subject Revolving Credit Loan is to be made or is to be so converted. Base Margin Loans requested by the Borrowers’ Representative, other than those resulting from the conversion of a Libor Loan, shall not be less than $100,000.00. (ii) If such Loan is to be, or is to be continued as, or converted to, a Libor Loan: By 1:00 PM three (3) Libor Business Days before the commencement of any new Interest Period or the end of the then applicable Interest Period. Libor Loans and conversions to Libor Loans shall each be not less than $1,000,000.00 and in increments of $100,000.00 in excess of such minimum. (iii) Any Libor Loan which matures while a Default has occurred and is continuing shall be converted, at the option of the Administrative Agent, to a Base Margin Loan notwithstanding any notice from the Borrowers’ Representative that such Loan is to be continued as a Libor Loan. (c) Any request for a Loan or for the continuance or conversion of an interest rate applicable to a Loan which is made after the applicable deadline therefore, as set forth above, shall be deemed to have been made at the opening of business on the then next Business Day or Libor Business Day, as applicable. Each request for a Loan or for the conversion of a Loan shall be made in such manner as Borrower may from time to time be acceptable prior to the applicable Maturity Date renew or convert the Interest Rate Option applicable to existing Loans pursuant to Section 4.1 [Interest Rate Options] and Section 4.2 [Interest Periods], by delivering to the applicable Administrative Agent. , not later than 11:00 a.m., (di) The Borrowers’ Representative may except for borrowings of Initial Term A Loans made on the Amendment No. 1 Effective Date, three (3) Business Days prior to the proposed Borrowing Date with respect to the making of Loans (other than Swing Loans) to which the LIBOR Rate Option applies or the conversion to or the renewal of the LIBOR Rate Option for any Loans (other than Swing Loans); and (ii) the same Business Day of the proposed Borrowing Date with respect to the making of a Loan (other than Swing Loans) to which the Base Rate Option applies or the last day of the preceding Interest Period with respect to the conversion to the Base Rate Option for any Loan, of a duly completed request therefor substantially in the form of Exhibit 2.5.1 or a request by telephone immediately confirmed in writing in such form and delivered by facsimile or email (in “pdf,” “tif” or similar format) (each, a “Loan Request”); it being understood that the Administrative Agent cause the issuance by the Issuer of L/C’s for the account of a Borrower as provided in Section 2.20. (e) The applicable Administrative Agent may rely on the authority of any individual making such a telephonic request for a loan or advance, or other financial accommodation under without the Agreement which the Administrative Agent, in good faith, believes to have been made by a Person duly authorized to act on behalf necessity of the Borrowers’ Representative and may decline to make any receipt of such requested loan or advance, or issuance, or to provide any such financial accommodation pending the Administrative Agent’s being furnished with such documentation concerning that Person’s authority to act as reasonably may be satisfactory to the Administrative Agent. (f) A request by the Borrowers’ Representative for a loan or advance, or other financial accommodation under this Agreement written confirmation. Each Loan Request shall be irrevocable and shall constitute certification by each Borrower that specify or certify, as of the date of such request, each of the following is true and correct: applicable (i) There has been no material adverse change in the Loan Parties’ financial condition (taken as a whole) from the most recent financial information furnished Administrative Agent or any Lender pursuant to this Agreement. proposed Borrowing Date; (ii) Each representation, not relating to a specific datethe aggregate amount of the proposed Loans comprising each Borrowing Tranche, which is made herein or amount shall be in any (x) except in the case of the Loan Documents is then true and correct in all material respects as borrowing of and as if made Initial Term A Loans on the date Effective Date, the an integral multiple of such request $1,000,000 and not less than $5,000,000 for each Borrowing Tranche under the LIBOR Rate Option and (except (Ay) to an integral multiple of $50,000 and not less than the extent lesser of changes resulting from transactions contemplated or permitted by this Agreement $500,000 or the other Loan Documents and changes occurring in maximum amount available for Borrowing Tranches to which the ordinary course of business which singly or in the aggregate are not materially adverse and (B) to the extent that such representations and warranties expressly relate to a then earlier date). Base Rate Option applies; (iii) Unless accompanied whether the LIBOR Rate Option or Base Rate Option shall apply to the proposed Loans comprising the applicable Borrowing Tranche; and (iv) in the case of a Borrowing Tranche to which the LIBOR Rate Option applies, an appropriate Interest Period for the Loans comprising such Borrowing Tranche. In addition, each Loan Request shall include a certification by the Certificate Borrower that, after giving effect to the borrowing contemplated by such Loan Request, the aggregate amount of Indebtedness (and, notwithstanding the definition of “Indebtedness,” all letters of credit (including Letters of Credit) being deemed to have an outstanding principal amount of Indebtedness equal to the maximum potential liability of the Borrowers’ RepresentativeBorrower and its Restricted Subsidiaries thereunder) under this Agreement shall not exceed the Applicable Other Indebtedness Cap; provided that (x) at any Administrative Agent’s Chief Executive Officerrequest, President, or Chief Financial Officer describing the Borrower shall provide such Administrative Agent calculations and supporting information reasonably satisfactory to such Administrative Agent showing compliance with the Applicable Other Indebtedness Cap and (in reasonable detaily) notwithstanding the facts and circumstances thereof and the steps foregoing clause (if any) being taken to remedy such conditionx), no Default has occurred and is continuing. (g) If, at any time or from time to time, a Default shall occur: (i) The Administrative Agent may suspend the Borrowers right shall have any obligation to request Loanssuch calculation or information or to determine compliance with the Applicable Other Indebtedness Cap, SwingLine Loans, or L/Cs immediately, in which event, neither the Administrative Agent nor any Lender and shall be obligated during fully entitled to assume (without any further investigation) that each borrowing of Loans complies with the Applicable Other Indebtedness Cap if the Borrower makes a Loan Request for such suspension, to make any loan or advance, or to provide any financial accommodation hereunder or to seek the issuance of any L/C. (ii) The Administrative Agent may suspend the right of the Borrowers’ Representative to request any Libor Loan or to convert any Base Margin Loan to a Libor Loanborrowing.

Loan Requests. (a) Requests for loans and advances under this Agreement or for the continuance or conversion of an interest rate applicable to a Revolving Credit Loan may be requested by the Borrowers’ Representative in such manner as may from time to time be reasonably acceptable to the Administrative Agent. (b) Subject to the provisions of this Agreement, the Borrowers’ Representative may request a Revolving Credit Loan and elect an interest rate and Interest Period to be applicable to that Revolving Credit Loan by giving notice to the Administrative Agent by no later than the following: (i) If such Revolving Credit Loan is to be or is to be converted to a Base Margin Loan: By 1:00 PM on the Business Day prior to the Business Day on which the subject Revolving Credit Loan is to be made or is to be so converted. Base Margin Loans requested by the Borrowers’ Representative, other than those resulting from the conversion of a Libor Loan, shall not be less than $100,000.00. (ii) If such Revolving Credit Loan is to be, or is to be continued as, or converted to, a Libor Loan: By 1:00 PM three (3) Libor Business Days before the commencement of any new Interest Period or the end of the then applicable Interest Period. Libor Loans and conversions to Libor Loans shall each be not less than $1,000,000.00 and in increments of $100,000.00 in excess of such minimum. (iii) Any Libor Loan which matures while a Default has occurred and is continuing shall be converted, at the option of the Administrative Agent, to a Base Margin Loan notwithstanding any notice from the Borrowers’ Representative that such Revolving Credit Loan is to be continued as a Libor Loan. (c) Any request for a Revolving Credit Loan or for the continuance or conversion of an interest rate applicable to a Revolving Credit Loan which is made after the applicable deadline therefore, as set forth above, shall be deemed to have been made at the opening of business on the then next Business Day or Libor Business Day, as applicable. Each request for a Revolving Credit Loan or for the conversion of a Revolving Credit Loan shall be made in such manner as may from time to time be acceptable to the Administrative Agent. (d) The Borrowers’ Representative may request that the Administrative Agent cause the issuance by the Issuer of L/C’s for the account of a Borrower as provided in Section 2.202.18. (e) The Administrative Agent may rely on any request for a loan or advance, or other financial accommodation under the Agreement which the Administrative Agent, in good faith, believes to have been made by a Person duly authorized to act on behalf of the Borrowers’ Representative and may decline to make any such requested loan or advance, or issuance, or to provide any such financial accommodation pending the Administrative Agent’s being furnished with such documentation concerning that Person’s authority to act as reasonably may be satisfactory to the Administrative Agent. (f) A request by the Borrowers’ Representative for a loan or advance, or other financial accommodation under this Agreement shall be irrevocable and shall constitute certification by each Borrower that as of the date of such request, each of the following is true and correct: (i) There has been no material adverse change in the Loan Parties’ financial condition (taken as a whole) from the most recent financial information furnished Administrative Agent or any Revolving Credit Lender pursuant to this Agreement. (ii) Each representation, not relating to a specific date, which is made herein or in any of the Loan Documents is then true and correct in all material respects as of and as if made on the date of such request (request, except (A) to the extent of changes resulting from transactions contemplated or permitted by this Agreement or the other Loan Documents and changes occurring in the ordinary course of business which singly or in the aggregate are not materially adverse and adverse, (B) to the extent that such representations and warranties expressly relate to a then earlier date), in which case such representations and warranties shall be true and correct in all material respects as of such earlier date, and (C) in the case of any such representations and warranties that are qualified by materiality, such representations and warranties shall be true and correct in all respects. (iii) Unless accompanied by the Certificate of the Borrowers’ Representative’s Chief Executive Officer, President, or Chief Financial Officer describing (in reasonable detail) the facts and circumstances thereof and the steps (if any) being taken to remedy such condition, no Default has occurred and is continuing. (g) If, at any time or from time to time, a Default shall occur: (i) The Administrative Agent may suspend the Borrowers right to request Revolving Credit Loans, SwingLine Loans, or L/Cs immediately, in which event, neither the Administrative Agent nor any Revolving Credit Lender shall be obligated during such suspension, to make any loan or advance, or to provide any financial accommodation hereunder or to seek the issuance of any L/C. (ii) The Administrative Agent may suspend the right of the Borrowers’ Representative to request any Libor Loan or to convert any Base Margin Loan to a Libor Loan.

Loan Requests. (a) Subject to the provisions of this Agreement, a loan or advance under the Revolving Credit duly and timely requested by the Borrower shall be made pursuant hereto, provided that: (i) Availability will not be exceeded; (ii) If Aggregate Outstandings exceed $75,000,000, no loans, advances or other financial accommodations shall be made if as a result thereof the Aggregate Outstandings would exceed $100,000,000 until such time as the Lender has completed, and received the results of a commercial finance audit and inventory appraisal in accordance with the provisions of Section 5-10 hereof. (iii) The Revolving Credit has not been suspended as provided in Section 2-5(h). (b) Requests for loans and advances under this Agreement or for the continuance or conversion of an interest rate applicable to a Loan Revolving Credit may be requested by the Borrowers’ Representative Borrower in such manner as may from time to time be reasonably acceptable to the Administrative AgentLender. (bc) Subject to the provisions of this Agreement, the Borrowers’ Representative Borrower may request a Revolving Credit Loan and elect an interest rate and Interest Period to be applicable to that Revolving Credit Loan by giving the Lender notice to the Administrative Agent by no later than the following: (i) If such Revolving Credit Loan is to be or is to be converted to a Base Margin Rate Loan: By 1:00 PM on the Business Day prior to the Business Day on which the subject Revolving Credit Loan is to be made or is to be so converted. Base Margin Rate Loans requested by the Borrowers’ RepresentativeBorrower, other than those resulting from the conversion of a Libor Eurodollar Loan, shall not be less than $100,000.0010,000.00 (or the then Availability if less than $10,000.00). (ii) If such Revolving Credit Loan is to beis, or is to be continued as, or converted to, a Libor Eurodollar Loan: By 1:00 PM three two (32) Libor Eurodollar Business Days before the commencement of any new Interest Period or the end of the then applicable Interest Period. Libor Eurodollar Loans and conversions to Libor Eurodollar Loans shall each be not less than $1,000,000.00 and in increments of $100,000.00 1,000,000.00 in excess of such minimum. (iii) Any Libor Eurodollar Loan which matures while a Default has occurred and Suspension Event is continuing extant shall be converted, at the option of the Administrative Agent, Lender to a Base Margin Rate Loan notwithstanding any notice from the Borrowers’ Representative Borrower that such Loan is to be continued as a Libor Eurodollar Loan. (cd) Any request for a Revolving Credit Loan or for the continuance or conversion of an interest rate applicable to a Revolving Credit Loan which is made after the applicable deadline thereforetherefor, as set forth above, shall be deemed to have been made at the opening of business on the then next Business Day or Libor Eurodollar Business Day, as applicable. Each request for a Revolving Credit Loan or for the conversion of a Revolving Credit Loan shall be made in such manner as may from time to time be reasonably acceptable to the Administrative Agent.Lender (de) The Borrowers’ Representative Borrower may request that the Administrative Agent Lender cause the issuance by the Issuer of L/C’s for the account of a the Borrower as provided in Section 2.202-17. (ef) The Administrative Agent Lender may rely on any request for a loan or advance, or other financial accommodation under the Agreement Revolving Credit which the Administrative AgentLender, in good faith, reasonably believes to have been made by a Person duly authorized to act on behalf of the Borrowers’ Representative Borrower and may decline to make any such requested loan or advance, or issuance, or to provide any such financial accommodation pending the Administrative AgentLender’s being furnished with such documentation concerning that Person’s authority to act as reasonably may be reasonably satisfactory to the Administrative AgentLender. (fg) A request by the Borrowers’ Representative Borrower for a loan or advance, or other financial accommodation under this Agreement the Revolving Credit shall be irrevocable and shall constitute certification by each the Borrower that as of the date of such request, each of the following is true and correct: (i) There has been no material adverse change in the Loan Parties’ Borrower’s financial condition (taken as a whole) from the most recent financial information furnished Administrative Agent or any to the Lender pursuant to this Agreement. (ii) All or a portion of any loan or advance so requested will be set aside by the Borrower to cover all of the Borrower’s obligations for sales tax on account of sales since the then most recent borrowing pursuant to the Revolving Credit. (iii) Each representation, not relating to a specific date, representation which is made herein or in any of the Loan Documents (defined below) is then true and correct complete in all material respects as of and as if made on the date of such request (except (A) to the extent other than those which are as of changes resulting from transactions contemplated or permitted by this Agreement or the other Loan Documents a specific date, in which case such representation was true and changes occurring complete in the ordinary course all material respects as of business which singly or in the aggregate are not materially adverse and (B) to the extent that such representations and warranties expressly relate to a then earlier date). (iiiiv) Unless accompanied by the Certificate of the Borrowers’ Representative’s Chief Executive Officer, President, or Chief Financial Officer describing (in reasonable detail) the facts and circumstances thereof and the steps (if any) being taken to remedy such condition, no Default has occurred and No Suspension Event is continuingthen extant. (gh) IfUpon the occurrence, at any time or and during the continuance, from time to time, a Default shall occurtime of any Suspension Event: (i) The Administrative Agent Lender may suspend the Borrowers right to request Loans, SwingLine Loans, or L/Cs Revolving Credit immediately, in which event, neither the Administrative Agent nor any . (ii) The Lender shall not be obligated obligated, during such suspension, to make any loan loans or advance, or to provide any financial accommodation hereunder or to seek the issuance of any L/C. (iiiii) The Administrative Agent Lender may suspend the right of the Borrowers’ Representative Borrower to request any Libor Eurodollar Loan or to convert any Base Margin Rate Loan to a Libor Eurodollar Loan.

Loan Requests. Except as otherwise provided herein, the Borrower Agent, on behalf of itself or a Borrower identified in the Loan Request (a) Requests for loans and advances under this Agreement or for the continuance or conversion of an interest rate applicable to a Loan may be requested by the Borrowers’ Representative in such manner as hereinafter defined), may from time to time be reasonably acceptable prior to the Expiration Date request the Lenders to make Revolving Credit Loans, or renew or convert the Interest Rate Option applicable to existing Revolving Credit Loans or Term Loans pursuant to Section 4.2 [Interest Periods], by delivering to the Administrative Agent. (b) Subject to the provisions of this Agreement, the Borrowers’ Representative may request a Loan and elect an interest rate and Interest Period to be applicable to that Loan by giving notice to the Administrative Agent by no later than the following: (i) If such Loan is to be or is to be converted to a Base Margin Loan: By not later than 1:00 PM on the Business Day prior to the Business Day on which the subject Revolving Credit Loan is to be made or is to be so converted. Base Margin Loans requested by the Borrowers’ Representativep.m., other than those resulting from the conversion of a Libor Loan, shall not be less than $100,000.00. (ii) If such Loan is to be, or is to be continued as, or converted to, a Libor Loan: By 1:00 PM three (3) Libor Business Days before prior to the commencement proposed Borrowing Date with respect to the making of any new Interest Period Revolving Credit Loans in Dollars to which the Euro-Rate Option applies or the end conversion to or the renewal of the then applicable Interest Period. Libor Euro-Rate Option for any Loans in Dollars; (ii) not later than 1:00 p.m., four (4) Business Days prior to the proposed Borrowing Date with respect to the making of Optional Currency Loans or the date of conversion to or renewal of the Euro-Rate Option for Optional Currency Loans; and conversions to Libor Loans shall each be not less than $1,000,000.00 and in increments of $100,000.00 in excess of such minimum. (iii) Any Libor Loan which matures while a Default has occurred and is continuing shall be convertednot later than 11:00 a.m., at the option same Business Day of the Administrative Agent, proposed Borrowing Date with respect to the making of a Revolving Credit Loan to which the Base Margin Loan notwithstanding any notice from Rate Option applies or the Borrowers’ Representative that such Loan is last day of the preceding Interest Period with respect to be continued as a Libor Loan. (c) Any request for a Loan or for the continuance or conversion of an interest rate applicable to a Loan which is made after the applicable deadline therefore, as set forth above, shall be deemed to have been made at the opening of business on the then next Business Day or Libor Business Day, as applicable. Each request for a Loan or for the conversion to the Base Rate Option for any Loan, of a Loan shall be made duly completed request therefor substantially in the form of Exhibit 2.4.1 or a request by telephone immediately confirmed in writing by letter, facsimile or telex in such manner as may from time to time be acceptable to the Administrative Agent. form (d) The Borrowers’ Representative may request each, a “Loan Request”), it being understood that the Administrative Agent cause the issuance by the Issuer of L/C’s for the account of a Borrower as provided in Section 2.20. (e) The Administrative Agent may rely on the authority of any individual making such a telephonic request for a loan or advance, or other financial accommodation under without the Agreement which the Administrative Agent, in good faith, believes to have been made by a Person duly authorized to act on behalf necessity of the Borrowers’ Representative and may decline to make any receipt of such requested loan or advance, or issuance, or to provide any such financial accommodation pending the Administrative Agent’s being furnished with such documentation concerning that Person’s authority to act as reasonably may be satisfactory to the Administrative Agent. (f) A request by the Borrowers’ Representative for a loan or advance, or other financial accommodation under this Agreement written confirmation. Each Loan Request shall be irrevocable and shall constitute certification by each Borrower that as of the date of such request, each of the following is true and correct: specify (i) There has been no material adverse change the aggregate amount of the proposed Loans (expressed in the Loan Parties’ financial condition currency in which such Loans shall be funded) comprising each Borrowing Tranche, and, if applicable, the Interest Period, which amount shall be in (taken as a wholex) from integral multiples of $250,000 (or the most recent financial information furnished Administrative Agent Dollar Equivalent thereof) and not less than $1,000,000 (or any Lender pursuant to this Agreement. the Dollar Equivalent thereof) for each Borrowing Tranche under the Euro-Rate Option, and (y) integral multiples of $100,000 and not less than $500,000 for each Borrowing Tranche under the Base Rate Option; (ii) Each representationwhether the Euro-Rate Option or Base Rate Option shall apply to the proposed Revolving Credit Loans comprising the applicable Borrowing Tranche; (iii) the currency in which such Loans shall be funded if the Borrowers are electing the Euro-Rate Option; (iv) in the case of a Borrowing Tranche to which the Euro-Rate Option applies, not relating an appropriate Interest Period for the Loans comprising such Borrowing Tranche; and (v) which Borrower is requesting the Revolving Credit Loan. No Loan made in an Optional Currency may be converted into a Base Rate Loan or a Loan denominated in a different Optional Currency. Notwithstanding the requirement under this Section 2.4.1 [Loan Requests] that the Borrower Agent deliver a Loan Request three (3) Business Days prior to a specific dateproposed Borrowing Date with respect to the making of Revolving Credit Loans or Term Loans to which the Euro-Rate Option applies, which is made herein or in any of the Lenders agree that the Borrower Agent may deliver a Loan Documents is then true and correct in all material respects Request on the same Business Day as of and as if the proposed Borrowing Date with respect to Term Loans made on the date of such request (except (A) to the extent of changes resulting from transactions contemplated or permitted by this Agreement or the other Loan Documents and changes occurring in the ordinary course of business which singly or in the aggregate are not materially adverse and (B) to the extent that such representations and warranties expressly relate to a then earlier date)Second Amendment Closing Date. (iii) Unless accompanied by the Certificate of the Borrowers’ Representative’s Chief Executive Officer, President, or Chief Financial Officer describing (in reasonable detail) the facts and circumstances thereof and the steps (if any) being taken to remedy such condition, no Default has occurred and is continuing. (g) If, at any time or from time to time, a Default shall occur: (i) The Administrative Agent may suspend the Borrowers right to request Loans, SwingLine Loans, or L/Cs immediately, in which event, neither the Administrative Agent nor any Lender shall be obligated during such suspension, to make any loan or advance, or to provide any financial accommodation hereunder or to seek the issuance of any L/C. (ii) The Administrative Agent may suspend the right of the Borrowers’ Representative to request any Libor Loan or to convert any Base Margin Loan to a Libor Loan.

Loan Requests. (a) Requests for loans Subject to the provisions of this Agreement, a loan or advance under the Revolving Credit duly and advances under this Agreement or for the continuance or conversion of an interest rate applicable to a Loan may be timely requested by the Borrowers’ Representative Lead Borrower shall be made pursuant hereto, provided that: (i) The Borrowing Base shall not be exceeded; and (ii) The Revolving Credit has not been suspended as provided in such manner as may from time to time be reasonably acceptable to the Administrative AgentSection 2.4 (h). (b) Subject to the provisions of this Agreement, the Borrowers’ Representative Lead Borrower may request a Loan and elect an interest rate and Interest Period to be applicable to that Revolving Credit Loan by giving the Agent written or telephone notice to (confirmed writing in the Administrative Agent by no later than the followingform of EXHIBIT 2.4(B) as follows: (i) If such Loan is to be or is to be converted to a Base Margin Loan: By 1:00 PM on the Business Day prior to the Business Day on which the subject Revolving Credit Loan is to be made or a Base Margin Loan (which shall include the conversion of a Eurodollar Loan): By 11:30 A.M. on the Business Day on which such Revolving Credit Loan is to be so convertedmade. Base Margin Loans requested by the Borrowers’ RepresentativeBorrower, other than those resulting from the conversion of a Libor Eurodollar Loan, shall not be less than $100,000.0010,000.00. (ii) If such Revolving Credit Loan is to bebe Eurodollar Loan (which shall include the continuation of, or is to be continued as, or converted the conversion of a Base Margin Loan to, a Libor Eurodollar Loan: ): By 1:00 PM three (3) Libor P.M. on the third Eurodollar Business Days before Day prior to the commencement first day of any new the Interest Period or the end of the then applicable Interest Periodbeing requested. Libor Loans and conversions to Libor Eurodollar Loans shall each be not less than $1,000,000.00 1,000,000 and in increments of $100,000.00 500,000 in excess of such minimum. (iii) Any Libor Eurodollar Loan which matures while a an Event of Default has occurred and is continuing shall extant may be converted, at the option of the Administrative Agent, to a Base Margin Loan notwithstanding any notice from the Borrowers’ Representative Borrower that such Loan loan is to be continued as a Libor Eurodollar Loan. (c) Any request for a Revolving Credit Loan or for the continuance or conversion of an interest rate applicable to a Revolving Credit Loan which is made after the applicable deadline thereforetherefor, as set forth above, shall be deemed to have been made at the opening of business on the then next Business Day or Libor Eurodollar Business Day, as applicable. Each request for a Revolving Credit Loan or for the conversion of a Revolving Credit Loan shall be made in such manner as may from time to time be acceptable to the Administrative Agent. (d) The Borrowers’ Representative Lead Borrower may request that the Administrative Agent cause the issuance by the Issuer of L/C’s 's for the account of a Borrower as provided in Section 2.20. 2.17. (e) The Administrative Agent may rely on any request for a loan or advance, advance or other financial accommodation under the Agreement Revolving Credit which the Administrative Agent, in good faith, believes to have been made by a Person duly authorized to act on behalf of the Borrowers’ Representative Lead Borrower and may decline to make any such requested loan or advance, or issuance, or to provide any such financial accommodation pending the Administrative Agent’s 's being furnished with such documentation concerning that Person’s 's authority to act as reasonably may be reasonably satisfactory to the Administrative Agent. (f) A request by the Borrowers’ Representative for a loan or advance, or other financial accommodation under this Agreement shall be irrevocable and shall constitute certification by each Borrower that as of the date of such request, each of the following is true and correct: (i) There has been no material adverse change in the Loan Parties’ financial condition (taken as a whole) from the most recent financial information furnished Administrative Agent or any Lender pursuant to this Agreement. (ii) Each representation, not relating to a specific date, which is made herein or in any of the Loan Documents is then true and correct in all material respects as of and as if made on the date of such request (except (A) to the extent of changes resulting from transactions contemplated or permitted by this Agreement or the other Loan Documents and changes occurring in the ordinary course of business which singly or in the aggregate are not materially adverse and (B) to the extent that such representations and warranties expressly relate to a then earlier date). (iii) Unless accompanied by the Certificate of the Borrowers’ Representative’s Chief Executive Officer, President, or Chief Financial Officer describing (in reasonable detail) the facts and circumstances thereof and the steps (if any) being taken to remedy such condition, no Default has occurred and is continuing. (g) If, at any time or from time to time, a Default shall occur: (i) The Administrative Agent may suspend the Borrowers right to request Loans, SwingLine Loans, or L/Cs immediately, in which event, neither the Administrative Agent nor any Lender shall be obligated during such suspension, to make any loan or advance, or to provide any financial accommodation hereunder or to seek the issuance of any L/C. (ii) The Administrative Agent may suspend the right of the Borrowers’ Representative to request any Libor Loan or to convert any Base Margin Loan to a Libor Loan.

Loan Requests. (a) Requests for loans and advances under this Agreement Except as otherwise provided herein, the Borrowing Agent may, on behalf of the US Revolving Borrowers, the Canadian Revolving Borrowers or for the continuance or conversion of an interest rate applicable to a Loan may be requested by the Acquisition Borrowers’ Representative in such manner as may , from time to time be reasonably acceptable prior to the Maturity Date (or the Term Loan Maturity Date with respect to any portion of the Term Loans) request the Lenders to make Revolving Credit Loans, or renew or convert the Interest Rate Option applicable to existing Revolving Credit Loans or Term Loans pursuant to Section 5.2 [Interest Periods], by delivering to the Administrative Agent. (b) Subject to the provisions of this Agreement, the Borrowers’ Representative may request a Loan and elect an interest rate and Interest Period to be applicable to that Loan by giving notice to the Administrative Agent by no not later than the following:2:00 p.m., (i) If such Loan is to be or is to be converted to a Base Margin Loan: By 1:00 PM on the three (3) Business Day Days prior to the Business Day on proposed Borrowing Date with respect to the making of Revolving Credit Loans or Term Loans denominated in Dollars to which the subject Term SOFR Rate Option applies or the conversion to or the renewal of such Interest Rate Option for any Revolving Credit Loan is to be made Loans or is to be so converted. Base Margin Term Loans requested by the Borrowers’ Representative, other than those resulting from the conversion of a Libor Loan, shall not be less than $100,000.00.denominated in Dollars; (ii) If such Loan is to be, or is to be continued as, or converted to, a Libor Loan: By 1:00 PM three (3) Libor Business Days before the commencement of any new Interest Period or the end of the then applicable Interest Period. Libor Loans and conversions to Libor Loans shall each be not less than $1,000,000.00 and in increments of $100,000.00 in excess of such minimum.[reserved]; (iii) Any Libor Loan four (4) Business Days prior to the proposed Borrowing Date with respect to the making of Revolving Credit Loans denominated in Alternative Currencies to which matures while the Daily Simple RFR Option or Term RFR Option applies, or the conversion to or renewal of a Default has occurred and is continuing shall be converted, at Daily Simple RFR Option or Term RFR Option for any Revolving Credit Loans denominated in Alternative Currencies; and/or (iv) the option same Business Day of the Administrative Agent, proposed Borrowing Date with respect to the making of a Base Margin Loan notwithstanding any notice from the Borrowers’ Representative that such Loan is to be continued as a Libor Loan. (c) Any request for a Revolving Credit Loan or Term Loan to which the Base Rate Option applies or the last day of the preceding Interest Period with respect to the conversion to the Base Rate Option for the continuance or conversion of an interest rate applicable to a Loan which is made after the applicable deadline therefore, as set forth above, shall be deemed to have been made at the opening of business on the then next Business Day or Libor Business Day, as applicable. Each request for a any Revolving Credit Loan or for the conversion Term Loan, in each case, of a Loan shall be made duly completed request therefor substantially in the form of Exhibit 2.4.1 or a request by telephone immediately confirmed in writing by letter, facsimile, or e-mail (in “pdf”, “tif” or similar format) in such manner as may from time to time be acceptable to the Administrative Agent. form (d) The Borrowers’ Representative may request each, a “Loan Request”), it being understood that the Administrative Agent cause the issuance by the Issuer of L/C’s for the account of a Borrower as provided in Section 2.20. (e) The Administrative Agent may rely on the authority of any individual making such a telephonic request for a loan or advance, or other financial accommodation under without the Agreement which the Administrative Agent, in good faith, believes to have been made by a Person duly authorized to act on behalf necessity of the Borrowers’ Representative and may decline to make any receipt of such requested loan or advance, or issuance, or to provide any such financial accommodation pending the Administrative Agent’s being furnished with such documentation concerning that Person’s authority to act as reasonably may be satisfactory to the Administrative Agent. (f) A request by the Borrowers’ Representative for a loan or advance, or other financial accommodation under this Agreement written confirmation. Each Loan Request shall be irrevocable and shall constitute certification by each Borrower that as specify whether the proposed Loans are for the account of the date US Revolving Borrowers, the Canadian Revolving Borrowers or the Acquisition Borrowers, the Currency (which for any Borrowing Tranche consisting of such requesta Term Loan shall be in Dollars), each the Interest Rate Option, and the aggregate amount of the following is true and correct: (i) There has been no material adverse change in proposed Loans comprising each Borrowing Tranche, and, if applicable, the Loan Parties’ financial condition (taken as a whole) from the most recent financial information furnished Administrative Agent or any Lender pursuant to this Agreement. (ii) Each representation, not relating to a specific dateInterest Period, which is made herein or amounts shall be in (x) integral multiples of the Dollar Equivalent of $500,000 and not less than the Dollar Equivalent of $1,000,000 for each Borrowing Tranche under a Term Rate Loan Option, and (y) integral multiples of $500,000 and not less than $1,000,000 for each Borrowing Tranche under a Daily Rate Loan Option. In the case of the renewal of a Term SOFR Rate Option at the end of an Interest Period, the first day of the new Interest Period shall be the last day of the preceding Interest Period, without duplication in payment of interest for such day. No Loan denominated in any of the Currency may be converted into a Loan Documents is then true and correct in all material respects as of and as if made on the date of such request (except (A) to the extent of changes resulting from transactions contemplated or permitted by this Agreement or the other Loan Documents and changes occurring in the ordinary course of business which singly or in the aggregate are not materially adverse and (B) to the extent that such representations and warranties expressly relate to with a then earlier date). (iii) Unless accompanied by the Certificate of the Borrowers’ Representative’s Chief Executive Officer, Presidentdifferent Interest Rate Option, or Chief Financial Officer describing (a Loan denominated in reasonable detail) the facts and circumstances thereof and the steps (if any) being taken to remedy such condition, no Default has occurred and is continuinga different Currency. (g) If, at any time or from time to time, a Default shall occur: (i) The Administrative Agent may suspend the Borrowers right to request Loans, SwingLine Loans, or L/Cs immediately, in which event, neither the Administrative Agent nor any Lender shall be obligated during such suspension, to make any loan or advance, or to provide any financial accommodation hereunder or to seek the issuance of any L/C. (ii) The Administrative Agent may suspend the right of the Borrowers’ Representative to request any Libor Loan or to convert any Base Margin Loan to a Libor Loan.

Loan Requests. (a) Subject to the provisions of this Agreement, a loan or advance under the Revolving Credit duly and timely requested by the Borrower shall be made pursuant hereto, provided that: (i) Borrowing Base will not be exceeded; and (ii) The Revolving Credit has not been suspended as provided in Section 2-4(i). (b) Requests for loans and advances under this Agreement or for the continuance or conversion of an interest rate applicable to a Loan Revolving Credit may be requested by the Borrowers’ Representative Borrower in such manner as may from time to time be reasonably acceptable to the Administrative Agent. (bc) Subject to the provisions of this Agreement, the Borrowers’ Representative Borrower may request a Revolving Credit Loan and elect an interest rate and Interest Period to be applicable to that Revolving Credit Loan by giving the Agent notice to the Administrative Agent by no later than the following: (i) If such Revolving Credit Loan is to be or is to be converted to a Base Margin Loan: By 1:00 PM 11:30 A.M. on the Business Day prior to the Business Day on which the subject Revolving Credit Loan is to be made or is to be so converted. Base Margin Loans requested by the Borrowers’ RepresentativeBorrower, other than those resulting from the conversion of a Libor Loan, shall not be less than $100,000.0010,000.00. (ii) If such Revolving Credit Loan is to beis, or is to be continued as, or converted to, a Libor Loan: By 1:00 PM three P.M. Three (3) Libor Business Days before the commencement of any new Interest Period or the end of the then applicable Interest Period. Libor Loans and conversions to Libor Loans shall each be not less than $1,000,000.00 1,000,000 and in increments of $100,000.00 100,000 in excess of such minimum. (iii) Any Libor Loan which matures while a Default has occurred and Suspension Event is continuing extant shall be converted, at the option of the Administrative Agent, Agent to a Base Margin Loan notwithstanding any notice from the Borrowers’ Representative Borrower that such Loan is to be continued as a Libor Loan. (cd) Any request for a Revolving Credit Loan or for the continuance or conversion of an interest rate applicable to a Revolving Credit Loan which is made after the applicable deadline thereforetherefor, as set forth above, shall be deemed to have been made at the opening of business on the then next Business Day or Libor Business Day, as applicable. Each request for a Revolving Credit Loan or for the conversion of a Revolving Credit Loan shall be made in such manner as may from time to time be acceptable to the Administrative Agent (e) If, during the thirty (30) days immediately preceding the day on which a loan request is made there has been no unpaid principal balance in the Loan Account on account of loans and advances under the Revolving Credit, the loan so requested shall be made (subject to all other provisions of this Agreement) no later than the Third Business Day after (and not counting) the day on which the loan otherwise would have been made as provided above. (df) The Borrowers’ Representative Borrower may request that the Administrative Agent cause the issuance by the Issuer of L/C’s 's for the account of a the Borrower as provided in Section 2.202-16. (eg) The Administrative Agent may rely on any request for a loan or advance, or other financial accommodation under the Agreement Revolving Credit which the Administrative Agent, in good faith, believes to have been made by a Person duly authorized to act on behalf of the Borrowers’ Representative Borrower and may decline to make any such requested loan or advance, or issuance, or to provide any such financial accommodation pending the Administrative Agent’s 's being furnished with such documentation concerning that Person’s 's authority to act as reasonably may be satisfactory to the Administrative Agent. (fh) A request by the Borrowers’ Representative Borrower for a loan or advance, or other financial accommodation under this Agreement the Revolving Credit shall be irrevocable and shall constitute certification by each the Borrower that as of the date of such request, each of the following is true and correct: (i) There has been no material adverse change in the Loan Parties’ Borrower's financial condition (taken as a whole) from the most recent financial information furnished Administrative Agent or any Lender pursuant to this Agreement. (ii) Each representation, not relating to a specific date, which is made herein or in any of the Loan Documents is then true and correct in all material respects as of and as if made on the date of such request (except (A) to the extent of changes resulting from transactions contemplated or permitted by this Agreement or the other Loan Documents and changes occurring in the ordinary course of business which singly or in the aggregate are not materially adverse and (B) to the extent that such representations and warranties expressly relate to a then earlier date). (iii) Unless accompanied by the Certificate of the Borrowers’ Representative’s Chief Executive Officer, President, or Chief Financial Officer describing (in reasonable detail) the facts and circumstances thereof and the steps (if any) being taken to remedy such condition, no Default has occurred and is continuing. (g) If, at any time or from time to time, a Default shall occur: (i) The Administrative Agent may suspend the Borrowers right to request Loans, SwingLine Loans, or L/Cs immediately, in which event, neither the Administrative Agent nor any Lender shall be obligated during such suspension, to make any loan or advance, or to provide any financial accommodation hereunder or to seek the issuance of any L/C. (ii) The Administrative Agent may suspend the right of the Borrowers’ Representative to request any Libor Loan or to convert any Base Margin Loan to a Libor Loan.

Loan Requests. (a) Subject to the provisions of this Agreement, a loan or advance under the Credits duly and timely requested by the Borrower shall be made pursuant hereto, PROVIDED THAT the Credits have not been suspended as provided in Section 2-4(h). (b) Requests for loans and advances under this Agreement or for the continuance or conversion of an interest rate applicable to a Loan Credits may be requested by the Borrowers’ Representative Borrower in such manner as may from time to time be reasonably acceptable to the Administrative AgentLender. (bc) Subject to the provisions of this Agreement, the Borrowers’ Representative Borrower may request a Loan and elect an interest rate and Interest Period to be applicable to that Loan by giving the Lender notice to the Administrative Agent by no later than the following: (i) If such Loan is to be or is to be converted to a Base Margin Prime Rate Loan: By 1:00 PM 11:30AM on the Business Day prior to the Business Day on which the subject Revolving Credit Loan is to be made or is to be so converted. Base Margin Prime Rate Loans requested by the Borrowers’ RepresentativeBorrower, other than those resulting from the conversion of a Libor Loan, shall not be less than $100,000.0010,000.00. (ii) If such Loan is to beis, or is to be continued as, or converted to, a Libor Loan: By 1:00 PM three 1:00PM Three (3) Libor Business Days before the commencement of any new Interest Period or the end of the then applicable Interest Period. Libor Loans and conversions to Libor Loans shall each be not less than $1,000,000.00 250,000.00 and in increments of $100,000.00 50,000.00 in excess of such minimum. (iii) Any Libor Loan which matures while a Default has occurred and Suspension Event is continuing extant shall be converted, at the option of the Administrative Agent, Lender to a Base Margin Prime Rate Loan notwithstanding any notice from the Borrowers’ Representative Borrower that such Loan is to be continued as a Libor Loan. (cd) Any request for a Loan or for the continuance or conversion of an interest rate applicable to a Loan which is made after the applicable deadline thereforetherefor, as set forth above, shall be deemed to have been made at the opening of business on the then next Business Day or Libor Business Day, as applicable. Each request for a Loan or for the conversion of a Loan shall be made in such manner as may from time to time be acceptable to the Administrative Agent.Lender (de) The Borrowers’ Representative Borrower may request that the Administrative Agent Lender cause the issuance by the Issuer of L/C’s 's for the account of a the Borrower as provided in Section 2.202-11. (ef) The Administrative Agent Lender may rely on any request for a loan or advance, or other financial accommodation under the Agreement Credits which the Administrative AgentLender, in good faith, believes to have been made by a Person duly authorized to act on behalf of the Borrowers’ Representative Borrower and may decline to make any such requested loan or advance, or issuance, or to provide any such financial accommodation pending the Administrative Agent’s Lender's being furnished with such documentation concerning that Person’s 's authority to act as reasonably may be satisfactory to the Administrative AgentLender. (fg) A request by the Borrowers’ Representative Borrower for a loan or advance, or other financial accommodation under this Agreement the Credits shall be irrevocable and shall constitute certification by each the Borrower that as of the date of such request, each of the following is true and correct: (i) There has been no material adverse change in the Loan Parties’ financial condition (taken as a whole) from Material Adverse Change since the most recent financial information furnished Administrative Agent or any Lender pursuant to this Agreement. (ii) The Borrower is in compliance with, and has not breached any of, its covenants contained in this Agreement. (iii) Each representation, not relating to a specific date, representation which is made herein or in any of the Loan Documents (defined below) is then true and correct in all material respects complete as of and as if made on the date of such request (except (A) to the extent of changes resulting from transactions contemplated or permitted by this Agreement or the other Loan Documents and changes occurring in the ordinary course of business which singly or in the aggregate are not materially adverse and (B) to the extent that such representations and warranties expressly relate to a then earlier date)request. (iiiiv) Unless accompanied by the Certificate of the Borrowers’ Representative’s Chief Executive Officer, President, or Chief Financial Officer describing (in reasonable detail) the facts and circumstances thereof and the steps (if any) being taken to remedy such condition, no Default has occurred and No Suspension Event is continuingthen extant. (gh) If, at any time or Upon the occurrence from time to time, a Default shall occur: time of any Suspension Event: (i) The Administrative Agent Lender may suspend the Borrowers right to request Loans, SwingLine Loans, or L/Cs Credits immediately, in which event, neither the Administrative Agent nor any Lender shall be obligated during such suspension, to make any loan or advance, or to provide any financial accommodation hereunder or to seek the issuance of any L/C. (ii) The Administrative Agent may suspend the right of the Borrowers’ Representative to request any Libor Loan or to convert any Base Margin Loan to a Libor Loan.

Loan Requests. (a) Requests for loans Subject to the provisions of the within Agreement, a loan or advance under the Revolving Credit duly and advances under this Agreement or for the continuance or conversion of an interest rate applicable to a Loan may be timely requested by the Borrowers’ Representative Lead Borrower shall be made pursuant hereto, PROVIDED THAT: (i) The Borrowing Base or the CAN Borrowing Base, as applicable, will not be exceeded; and (ii) The Revolving Credit has not been suspended as provided in such manner as may from time to time be reasonably acceptable to the Administrative AgentSection 2-5(h). (b) Subject to the provisions of this the within Agreement, the Borrowers’ Representative Lead Borrower may request a Revolving Credit Loan and elect an interest rate and Interest Period to be applicable to that Revolving Credit Loan by giving the Agent written notice to or telephonic notice confirmed in writing (in the Administrative Agent by form of EXHIBIT 2-5 hereof) no later than the following: (i) If such Loan is to be or is to be converted to a Base Margin Loan: By 1:00 1:30 PM on the Business Day prior to the Business Day on which the subject Revolving Credit Loan is to be made or is to be so converted. Base Margin Loans requested by the Borrowers’ Representative, other than those resulting from the conversion of a Libor Loan, shall not be less than $100,000.00. (ii) If such Loan is to be, or is to be continued as, or converted to, as a Libor LIBOR Loan: By 1:00 PM three Three (3) Libor Business Days before the commencement of any new Interest Period or the end of the then applicable Interest Period. Libor Period or before the day on which such Loan is to be made. (iii) If such Loan is to be converted to a LIBOR Loan: By 1:00PM Three (3) Business Days before the day on which such conversion is to take place. (i) Base Margin Loans and conversions to Libor Base Margin Loans shall be in a minimum amount of $10,000.00 each. (ii) LIBOR Loans and conversions to LIBOR Loans shall each be not less than $1,000,000.00 and in $500,000.00 increments of $100,000.00 in excess of such minimum. (iii) Any Libor Loan which matures while a Default has occurred and is continuing shall be converted, at the option of the Administrative Agent, to a Base Margin Loan notwithstanding any notice from the Borrowers’ Representative that such Loan is to be continued as a Libor Loan. (cd) Any request for a Revolving Credit Loan or for the continuance or conversion of an interest rate applicable to a Revolving Credit Loan which is made after the applicable deadline thereforetherefor, as set forth above, shall be deemed to have been made at the opening of business on the then next Business Day or Libor LIBOR Business Day, as applicable. Each request for a Loan or for the conversion of a Loan shall be made in such manner as may from time to time be acceptable to the Administrative Agent. (d) The Borrowers’ Representative may request that the Administrative Agent cause the issuance by the Issuer of L/C’s for the account of a Borrower as provided in Section 2.20. (e) The Administrative Lead Borrower may request that the Agent cause the issuance of L/C's for the account of the Borrowers as provided in Section 2-17. (f) The Agent may rely on any request for a loan or advance, or other financial accommodation under the Agreement Revolving Credit which the Administrative Agent, in good faith, believes to have been made by a Person person duly authorized to act on behalf of the Borrowers’ Representative Lead Borrower and may decline to make any such requested loan or advance, or issuance, or to provide any such financial accommodation pending the Administrative Agent’s 's being furnished with such documentation concerning that Person’s person's authority to act as reasonably may be satisfactory to the Administrative Agent. (fg) A request by the Borrowers’ Representative Lead Borrower for a loan or advance, or other financial accommodation under this Agreement the Revolving Credit shall be irrevocable and shall constitute certification by each the Lead Borrower that as of the date of such request, each of the following is true and correct: (i) There has been no material adverse change in the Loan Parties’ consolidated financial condition (taken as a whole) of the Obligors from the most recent financial information furnished Administrative Agent or any Lender pursuant to this Agreement, except as reflected in the Parent's press releases since January 31, 1998 (copies of which have been furnished the Agent). (ii) Each representationObligor is in compliance with, and has not relating breached any of, its material covenants contained in this Agreement. (iii) If and to the extent necessary, all or a specific date, portion of any loan or advance so requested will be used by the Borrowers to cover all of the Borrowers' obligations for sales tax on account of sales since the then most recent borrowing pursuant to the Revolving Credit. (iv) Each representation which is made herein or in any of the Loan Documents (defined below) is then true and correct complete in all material respects as of and as if made on the date of such request (except (A) to the extent of changes resulting from transactions contemplated or permitted by this Agreement or the other Loan Documents and changes occurring in the ordinary course of business which singly or in the aggregate are not materially adverse and (B) to the extent that such representations and warranties expressly relate to a then earlier date)request. (iiiv) Unless accompanied by the Certificate of the Borrowers’ Representative’s Chief Executive Officer, President, or Chief Financial Officer describing (in reasonable detail) the facts and circumstances thereof and the steps (if any) being taken to remedy such condition, no Default has occurred and No Suspension Event is continuingthen extant. (gh) If, at any time or Upon the occurrence from time to time, a Default shall occurtime of any Suspension Event: (i) The Administrative Agent may suspend the Borrowers right to request Loans, SwingLine Loans, or L/Cs Revolving Credit immediately, in which event, neither . (ii) Neither the Administrative Agent nor any Lender shall be obligated obligated, during such suspension, to make any loan loans or advance, or to provide any financial accommodation hereunder or to seek the issuance of any L/C. (iiiii) The Administrative Agent may suspend the right of the Borrowers’ Representative Lead Borrower to request any Libor Loan or continue LIBOR Loans or to convert any Base Margin Loan Loans to a Libor LoanLIBOR Loans.

Loan Requests. (a) Subject to the provisions of this Agreement, a loan or advance under the Revolving Credit duly and timely requested by the Borrower shall be made pursuant hereto, provided that: (i) Availability will not be exceeded; and (ii) The Revolving Credit has not been suspended as provided in Section 2-(h). (b) Requests for loans and advances under this Agreement or for the continuance or conversion of an interest rate applicable to a Loan Revolving Credit may be requested by the Borrowers’ Representative Borrower in such manner as may from time to time be reasonably acceptable to the Administrative AgentLender. (bc) Subject to the provisions of this Agreement, the Borrowers’ Representative Borrower may request a Revolving Credit Loan and elect an interest rate and Interest Period to be applicable to that Revolving Credit Loan by giving the Lender notice to the Administrative Agent by no later than the following: (i) If such Revolving Credit Loan is to be or is to be converted to a Base Margin Loan: By 1:00 PM on the Business Day prior to the Business Day on which the subject Revolving Credit Loan is to be made or is to be so converted. Base Margin Loans requested by the Borrowers’ RepresentativeBorrower, other than those resulting from the conversion of a Libor Eurodollar Loan, shall not be less than $100,000.0010,000.00 (or the then Availability if less than $10,000.00). (ii) If such Revolving Credit Loan is to beis, or is to be continued as, or converted to, a Libor Eurodollar Loan: By 1:00 PM three Two (32) Libor Eurodollar Business Days before the commencement of any new Interest Period or the end of the then applicable Interest Period. Libor Eurodollar Loans and conversions to Libor Eurodollar Loans shall each be not less than $1,000,000.00 and in increments of $100,000.00 1,000,000.00 in excess of such minimum. (iii) Any Libor Eurodollar Loan which matures while a Default has occurred and Suspension Event is continuing extant shall be converted, at the option of the Administrative Agent, Lender to a Base Margin Loan notwithstanding any notice from the Borrowers’ Representative Borrower that such Loan is to be continued as a Libor Eurodollar Loan. (cd) Any request for a Revolving Credit Loan or for the continuance or conversion of an interest rate applicable to a Revolving Credit Loan which is made after the applicable deadline thereforethere- for, as set forth above, shall be deemed to have been made at the opening of business on the then next Business Day or Libor Eurodollar Business Day, as applicable. Each request for a Revolving Credit Loan or for the conversion of a Revolving Credit Loan shall be made in such manner as may from time to time be reasonably acceptable to the Administrative Agent.Lender (de) The Borrowers’ Representative Borrower may request that the Administrative Agent Lender cause the issuance by the Issuer of L/C’s 's for the account of a the Borrower as provided in Section 2.202-17. (ef) The Administrative Agent Lender may rely on any request for a loan or advance, or other financial accommodation under the Agreement Revolving Credit which the Administrative AgentLender, in good faith, reasonably believes to have been made by a Person duly authorized to act on behalf of the Borrowers’ Representative Borrower and may decline to make any such requested loan or advance, or issuance, or to provide any such financial accommodation pending the Administrative Agent’s Lender's being furnished with such documentation concerning that Person’s 's authority to act as reasonably may be reasonably satisfactory to the Administrative AgentLender. (fg) A request by the Borrowers’ Representative Borrower for a loan or advance, or other financial accommodation under this Agreement the Revolving Credit shall be irrevocable and shall constitute certification by each the Borrower that as of the date of such request, each of the following is true and correct: (i) There has been no material adverse change in the Loan Parties’ Borrower's financial condition (taken as a whole) from the most recent financial information furnished Administrative Agent or any to the Lender pursuant to this Agreement. (ii) All or a portion of any loan or advance so requested will be set aside by the Borrower to cover all of the Borrower's obligations for sales tax on account of sales since the then most recent borrowing pursuant to the Revolving Credit. (iii) Each representation, not relating to a specific date, representation which is made herein or in any of the Loan Documents (defined below) is then true and correct complete in all material respects as of and as if made on the date of such request (except (A) to the extent other than those which are as of changes resulting from transactions contemplated or permitted by this Agreement or the other Loan Documents a specific date, in which case such representation was true and changes occurring complete in the ordinary course all material respects as of business which singly or in the aggregate are not materially adverse and (B) to the extent that such representations and warranties expressly relate to a then earlier date). (iiiiv) Unless accompanied by the Certificate of the Borrowers’ Representative’s Chief Executive Officer, President, or Chief Financial Officer describing (in reasonable detail) the facts and circumstances thereof and the steps (if any) being taken to remedy such condition, no Default has occurred and No Suspension Event is continuingthen extant. (gh) IfUpon the occurrence, at any time or and during the continuance, from time to time, a Default shall occurtime of any Suspension Event: (i) The Administrative Agent Lender may suspend the Borrowers right to request Loans, SwingLine Loans, or L/Cs Revolving Credit immediately, in which event, neither the Administrative Agent nor any . (ii) The Lender shall not be obligated obligated, during such suspension, to make any loan loans or advance, or to provide any financial accommodation hereunder or to seek the issuance of any L/C. (iiiii) The Administrative Agent Lender may suspend the right of the Borrowers’ Representative Borrower to request any Libor Eurodollar Loan or to convert any Base Margin Loan to a Libor Eurodollar Loan.

Loan Requests. (a) Requests for loans Subject to the provisions of this Agreement, a loan or advance under the Revolving Credit duly and advances under this Agreement or for the continuance or conversion of an interest rate applicable to a Loan may be timely requested by the Borrowers’ Representative Borrower shall be made by the Lenders pursuant hereto, provided that: (i) Borrowing Base will not be exceeded; and (ii) The Revolving Credit has not been suspended as provided in such manner as may from time to time be reasonably acceptable to the Administrative AgentSection 2-4(i). (b) Subject to the provisions of this Agreement, the Borrowers’ Representative Borrower may request a Revolving Credit Loan and elect an interest rate and Interest Period to be applicable to that Revolving Credit Loan by giving the Agent written notice to or telephonic notice confirmed in writing (in the Administrative Agent by form of EXHIBIT 2-4 hereof) no later than the following: (i) If such Loan is to be or is to be converted to a Base Margin Loan: By 1:00 PM 11:30 AM on the Business Day prior to the Business Day on which the subject Revolving Credit Loan is to be made or is to be so converted. Base Margin Loans requested by the Borrowers’ Representative, other than those resulting from the conversion of a Libor Loan, shall not be less than $100,000.00. (ii) If such Loan is to be, or is to be continued as, or converted to, as a Libor LIBOR Loan: By 1:00 PM three Three (3) Libor Business Days before the commencement of any new Interest Period or the end of the then applicable Interest Period. Libor Period or before the day on which such Loan is to be made. (iii) If such Loan is to be converted to a LIBOR Loan: By 1:00 PM Three (3) Business Days before the day on which such conversion is to take place. (i) Base Margin Loans and conversions to Libor Base Margin Loans shall be in a minimum amount of $10,000.00 each. (ii) LIBOR Loans and conversions to LIBOR Loans shall each be not less than $1,000,000.00 500,000.00 and in $500,000.00 increments of $100,000.00 in excess of such minimum. (iii) Any Libor Loan which matures while a Default has occurred and is continuing shall be converted, at the option of the Administrative Agent, to a Base Margin Loan notwithstanding any notice from the Borrowers’ Representative that such Loan is to be continued as a Libor Loan. (cd) Any request for a Revolving Credit Loan or for the continuance or conversion of an interest rate applicable to a Revolving Credit Loan which is made after the applicable deadline thereforetherefor, as set forth above, shall be deemed to have been made at the opening of business on the then next Business Day or Libor LIBOR Business Day, as applicable. Each request for a Revolving Credit Loan or for the conversion of a Revolving Credit Loan shall be made in such manner as may from time to time be acceptable to the Administrative Agent (e) If, during the Sixty (60) days immediately preceding the day on which a loan request is made there has been no unpaid principal balance in the Loan Account on account of loans and advances under the Revolving Credit, the loan so requested shall be made (subject to all other provisions of this Agreement) no later than the Second Business Day after (and not counting) the day on which the loan otherwise would have been made as provided above. (df) The Borrowers’ Representative Borrower may request that the Administrative Agent cause the issuance by the Issuer of L/C’s 's for the account of a the Borrower as provided in Section 2.202-15. (eg) The Administrative Agent may rely on any request for a loan or advance, or other financial accommodation under the Agreement Revolving Credit which the Administrative Agent, in good faith, believes to have been made by a Person person duly authorized to act on behalf of the Borrowers’ Representative Borrower and may decline to make any such requested loan or advance, or issuance, or to provide any such financial accommodation pending the Administrative Agent’s 's being furnished with such documentation concerning that Person’s person's authority to act as reasonably may be reasonably satisfactory to the Administrative Agent. (fh) A request by the Borrowers’ Representative Borrower for a loan or advance, or other financial accommodation under this Agreement the Revolving Credit shall be irrevocable and shall constitute certification by each the Borrower that as of the date of such request, each of the following is true and correct: (i) There has been no material adverse change in the Loan Parties’ Borrower's financial condition (taken as a whole) from the most recent financial information furnished Administrative Agent or any Lender pursuant to this Agreement. (ii) The Borrower is in compliance with, and has not breached any of, its covenants contained in this Agreement. (iii) Each representation, not relating to a specific date, representation which is made herein or in any of the Loan Documents (defined below) is then true and correct in all material respects complete as of and as if made on the date of such request (except (A) to the extent of changes resulting from transactions contemplated or permitted by this Agreement or the other Loan Documents and changes occurring in the ordinary course of business which singly or in the aggregate are not materially adverse and (B) to the extent that such representations and warranties expressly relate to a then earlier date)request. (iiiiv) Unless accompanied by the Certificate of the Borrowers’ Representative’s Chief Executive Officer, President, or Chief Financial Officer describing (in reasonable detail) the facts and circumstances thereof and the steps (if any) being taken to remedy such condition, no Default has occurred and Suspension Event is continuingthen extant. (gi) If, at any time or Upon the occurrence from time to time, a Default shall occurtime of any Suspension Event: (i) The Administrative Agent may suspend the Borrowers right to request Loans, SwingLine Loans, or L/Cs Revolving Credit immediately, in which event, neither . (ii) Neither the Administrative Agent nor any Lender shall be obligated obligated, during such suspension, to make any loan loans or advance, or to provide any financial accommodation hereunder or to seek the issuance of any L/C. (ii) The Administrative Agent may suspend the right of the Borrowers’ Representative to request any Libor Loan or to convert any Base Margin Loan to a Libor Loan.

Loan Requests. (a) Subject to the provisions of this Agreement, a loan or advance under the Revolving Credit duly and timely requested by the Lead Borrower shall be made pursuant hereto, provided that: (i) Borrowing Base will not be exceeded; and (ii) The Revolving Credit has not been suspended as provided in Section 2-5(i). (b) Requests for loans and advances under this Agreement or for the continuance or conversion of an interest rate applicable to a Loan Revolving Credit may be requested by the Borrowers’ Representative Lead Borrower in such manner as may from time to time be reasonably acceptable to the Administrative Agent. (bc) Subject to the provisions of this Agreement, the Borrowers’ Representative Lead Borrower may request a Revolving Credit Loan and elect an interest rate and Interest Period to be applicable to that Revolving Credit Loan by giving notice to the Administrative Agent by notice no later than the following: (i) If such Revolving Credit Loan is to be or is to be converted to a Base Margin Loan: By 1:00 PM 11:30AM on the Business Day prior to the Business Day on which the subject Revolving Credit Loan is to be made or is to be so converted. Base Margin Loans requested by the Borrowers’ RepresentativeLead Borrower, other than those resulting from the conversion of a Libor Loan, shall not be less than $100,000.0010,000.00. (ii) If such Revolving Credit Loan is to beis, or is to be continued as, or converted to, a Libor Loan: By 1:00 PM three 1:00PM Three (3) Libor Business Days before the commencement of any new Interest Period or the end of the then applicable Interest Period. Libor Loans and conversions to Libor Loans shall each be not less than $1,000,000.00 and in increments of $100,000.00 250,000.00 in excess of such minimum. (iii) Any Libor Loan which matures while a Default has occurred and Suspension Event is continuing extant shall be converted, at the option of the Administrative Agent, Agent to a Base Margin Loan notwithstanding any notice from the Borrowers’ Representative that such Loan is to be continued as a Libor Loan. (c) Any request for a Loan or for the continuance or conversion of an interest rate applicable to a Loan which is made after the applicable deadline therefore, as set forth above, shall be deemed to have been made at the opening of business on the then next Business Day or Libor Business Day, as applicable. Each request for a Loan or for the conversion of a Loan shall be made in such manner as may from time to time be acceptable to the Administrative Agent. (d) The Borrowers’ Representative may request that the Administrative Agent cause the issuance by the Issuer of L/C’s for the account of a Borrower as provided in Section 2.20. (e) The Administrative Agent may rely on any request for a loan or advance, or other financial accommodation under the Agreement which the Administrative Agent, in good faith, believes to have been made by a Person duly authorized to act on behalf of the Borrowers’ Representative and may decline to make any such requested loan or advance, or issuance, or to provide any such financial accommodation pending the Administrative Agent’s being furnished with such documentation concerning that Person’s authority to act as reasonably may be satisfactory to the Administrative Agent. (f) A request by the Borrowers’ Representative for a loan or advance, or other financial accommodation under this Agreement shall be irrevocable and shall constitute certification by each Lead Borrower that as of the date of such request, each of the following is true and correct: (i) There has been no material adverse change in the Loan Parties’ financial condition (taken as a whole) from the most recent financial information furnished Administrative Agent or any Lender pursuant to this Agreement. (ii) Each representation, not relating to a specific date, which is made herein or in any of the Loan Documents is then true and correct in all material respects as of and as if made on the date of such request (except (A) to the extent of changes resulting from transactions contemplated or permitted by this Agreement or the other Loan Documents and changes occurring in the ordinary course of business which singly or in the aggregate are not materially adverse and (B) to the extent that such representations and warranties expressly relate to a then earlier date). (iii) Unless accompanied by the Certificate of the Borrowers’ Representative’s Chief Executive Officer, President, or Chief Financial Officer describing (in reasonable detail) the facts and circumstances thereof and the steps (if any) being taken to remedy such condition, no Default has occurred and is continuing. (g) If, at any time or from time to time, a Default shall occur: (i) The Administrative Agent may suspend the Borrowers right to request Loans, SwingLine Loans, or L/Cs immediately, in which event, neither the Administrative Agent nor any Lender shall be obligated during such suspension, to make any loan or advance, or to provide any financial accommodation hereunder or to seek the issuance of any L/C. (ii) The Administrative Agent may suspend the right of the Borrowers’ Representative to request any Libor Loan or to convert any Base Margin Loan to a Libor Loan.such

Loan Requests. (a) Requests for loans and advances under this Agreement or for the continuance or conversion of an interest rate applicable to a Loan may be requested by the Borrowers’ Representative in such manner as may from time to time be reasonably acceptable to the Administrative Agent. (b) Subject to the provisions of this Agreement, Revolving Credit Loans duly and timely requested by the Borrowers’ Representative may request a Loan and elect an interest rate and Interest Period to Borrower shall be applicable to that Loan by giving notice to the Administrative Agent by no later than the followingmade pursuant hereto; provided that: (i) If such Loan is to be or is to be converted to a Base Margin Loan: By 1:00 PM on the Business Day prior to the Business Day on which the subject Revolving Credit Loan is to be made or is to be so converted. Base Margin Loans requested by the Borrowers’ Representative, other than those resulting from the conversion of a Libor Loan, shall Availability will not be less than $100,000.00exceeded. (ii) If such Loan is to be, or is to No more than three requests for Revolving Credit Loans may be continued as, or converted to, a Libor Loan: By 1:00 PM three (3) Libor Business Days before the commencement of any new Interest Period or the end of the then applicable Interest Period. Libor Loans and conversions to Libor Loans shall each be not less than $1,000,000.00 and in increments of $100,000.00 in excess of such minimummade per week. (iii) Any Libor Loan which matures while a Default The Revolving Credit has occurred and is continuing not been suspended as provided in Section 2‑5(j). (iv) Such requested Revolving Credit Loans shall be converted, at the option in a minimum amount of the Administrative Agent, to a Base Margin Loan notwithstanding any notice from the Borrowers’ Representative that such Loan is to be continued as a Libor Loan$2,000,000 and integral multiples of $100,000 in excess thereof. (b) [Intentionally Omitted]. (c) [Intentionally Omitted]. (d) Requests for loans and advances under the Revolving Credit or Term Loan shall be made by an irrevocable written request by a Responsible Officer delivered to the Agent. Such notice must be received by Agent in writing no later than 1:00 p.m. two Business Days prior to the date that is the requested funding date; provided that Borrower may request a Revolving Credit Loan no later than 1:00 p.m. on a Business Day to be made on that same day if the amount of such Revolving Credit Loan is not more than the total cash receipts received by the Agent in the Cash Collateral Account on such requested date (each, a “Same Day Advance”). Same Day Advances shall not be subject to the limitations set forth in clauses (ii) and (iv) above. (e) [Intentionally Omitted]. (f) Any request for a Loan or for the continuance or conversion of an interest rate applicable to a Loan which is made after the applicable deadline thereforetherefor, as set forth above, shall be deemed to have been made at the opening of business on the then next Business Day or Libor Business Day, as applicable. Each request for a Loan or for the conversion of a Loan shall be made in such manner as may from time to time be acceptable to the Administrative Agent. (dg) The Borrowers’ Representative may request that the Administrative Agent cause the issuance by the Issuer of L/C’s for the account of a Borrower as provided in Section 2.20[Intentionally Omitted]. (eh) The Administrative Agent may rely on any request for a loan or advance, or other financial accommodation under the Agreement Revolving Credit or Term Loan which the Administrative Agent, in good faith, believes to have been made by a Person duly authorized to act on behalf of the Borrowers’ Representative Borrower and may decline to make any such requested loan or advance, or issuance, or to provide any such financial accommodation pending the Administrative Agent’s Agent being furnished with such documentation concerning that Person’s authority to act as reasonably may be satisfactory to the Administrative Agent. (f) A request by the Borrowers’ Representative for a loan or advance, or other financial accommodation under this Agreement shall be irrevocable and shall constitute certification by each Borrower that as of the date of such request, each of the following is true and correct: (i) There has been no material adverse change in the Loan Parties’ financial condition (taken as a whole) from the most recent financial information furnished Administrative Agent or any Lender pursuant to this Agreement[Intentionally Omitted]. (iij) Each representationUpon the occurrence, not relating to a specific dateand during the continuance, which is made herein or in any of the Loan Documents is then true and correct in all material respects as of and as if made on the date of such request (except (A) to the extent of changes resulting from transactions contemplated or permitted by this Agreement or the other Loan Documents and changes occurring in the ordinary course of business which singly or in the aggregate are not materially adverse and (B) to the extent that such representations and warranties expressly relate to a then earlier date). (iii) Unless accompanied by the Certificate of the Borrowers’ Representative’s Chief Executive Officer, President, or Chief Financial Officer describing (in reasonable detail) the facts and circumstances thereof and the steps (if any) being taken to remedy such condition, no Default has occurred and is continuing. (g) If, at any time or from time to time, a Default shall occurtime of any Suspension Event: (i) The Administrative Agent may suspend the Borrowers right to request Loans, SwingLine Loans, or L/Cs Revolving Credit and the Term Loan Facility immediately, in which event, neither . (ii) Neither the Administrative Agent nor any Lender shall be obligated obligated, during such suspension, to make any loan loans or advance, or to provide any financial accommodation hereunder or to seek the issuance of any L/C. (ii) The Administrative Agent may suspend the right of the Borrowers’ Representative to request any Libor Loan or to convert any Base Margin Loan to a Libor Loanhereunder.

Loan Requests. (a) Requests for loans Subject to the provisions of this Agreement, a loan or advance under the Revolving Credit duly and advances under this Agreement or for the continuance or conversion of an interest rate applicable to a Loan may be timely requested by the Borrowers’ Representative Lead Borrower shall be made pursuant hereto, PROVIDED THAT: (i) The Borrowing Base shall not be exceeded; and (ii) The Revolving Credit has not been suspended as provided in such manner as may from time to time be reasonably acceptable to the Administrative AgentSection 2.4 (h). (b) Subject to the provisions of this Agreement, the Borrowers’ Representative Lead Borrower may request a Loan and elect an interest rate and Interest Period to be applicable to that Revolving Credit Loan by giving the Agent written or telephone notice to (confirmed in writing) in the Administrative Agent by no later than the followingform of EXHIBIT 2.4(B) as follows: (i) If such Loan is to be or is to be converted to a Base Margin Loan: By 1:00 PM on the Business Day prior to the Business Day on which the subject Revolving Credit Loan is to be made or a Base Margin Loan (which shall include the conversion of a Eurodollar Loan): By 11:30 A.M. on the Business Day on which such Revolving Credit Loan is to be so convertedmade. Base Margin Loans requested by the Borrowers’ RepresentativeLead Borrower, other than those resulting from the conversion of a Libor Eurodollar Loan, shall not be less than $100,000.0010,000.00. (ii) If such Revolving Credit Loan is to bebe Eurodollar Loan (which shall include the continuation of, or is to be continued as, or converted the conversion of a Base Margin Loan to, a Libor Eurodollar Loan: ): By 1:00 PM three (3) Libor P.M. on the third Eurodollar Business Days before Day prior to the commencement first day of any new the Interest Period or the end of the then applicable Interest Periodbeing requested. Libor Loans and conversions to Libor Eurodollar Loans shall each be not less than $1,000,000.00 1,000,000 and in increments of $100,000.00 500,000 in excess of such minimum. (iii) Any Libor Eurodollar Loan which matures while a Default has occurred and an Suspension Event is continuing shall extant may be converted, at the option of the Administrative Agent, to a Base Margin Loan notwithstanding any notice from the Borrowers’ Representative Borrower that such Loan loan is to be continued as a Libor Eurodollar Loan. (c) Any request for a Revolving Credit Loan or for the continuance or conversion of an interest rate applicable to a Revolving Credit Loan which is made after the applicable deadline thereforetherefor, as set forth above, shall be deemed to have been made at the opening of business on the then next Business Day or Libor Eurodollar Business Day, as applicable. Each request for a Revolving Credit Loan or for the conversion of a Revolving Credit Loan shall be made in such manner as may from time to time be acceptable to the Administrative Agent. (d) The Borrowers’ Representative Lead Borrower may request that the Administrative Agent cause the issuance by the Issuer of L/C’s 's for the account of a Borrower as provided in Section 2.202.17. (e) The Administrative Agent may rely on any request for a loan or advance, advance or other financial accommodation under the Agreement Revolving Credit which the Administrative Agent, in good faith, believes to have been made by a Person duly authorized to act on behalf of the Borrowers’ Representative Lead Borrower and may decline to make any such requested loan or advance, or issuance, or to provide any such financial accommodation pending the Administrative Agent’s 's being furnished with such documentation concerning that Person’s 's authority to act as reasonably may be reasonably satisfactory to the Administrative Agent. (f) A request by the Borrowers’ Representative Lead Borrower for a loan or advance, advance or other financial accommodation under this Agreement the Revolving Credit or for the Tranche B Loan shall be irrevocable and shall constitute certification by each Borrower that as of the date of such request, each of the following is true and correct: (i) There has been no material adverse change Material Adverse Change in the Loan Parties’ Borrowers' Consolidated financial condition (taken as a whole) from the most recent financial information furnished Administrative Agent or any Lender pursuant to this Agreement.; (ii) All or a portion of any loan or advance so requested will be set aside or adequate reserves will otherwise be established by the Borrowers to the extent necessary to pay when due all of the Borrowers' obligations for sales tax on account of sales since the then most recent borrowing pursuant to this Agreement; (iii) Each representation, not relating to a specific date, representation which is made herein or in any of the other Loan Documents is then true and correct complete in all material respects as of and as if made on the date of such request (except (A) unless such representation relates to the extent of changes resulting from transactions contemplated or permitted by this Agreement or the other Loan Documents and changes occurring in the ordinary course of business which singly or in the aggregate are not materially adverse and (B) to the extent that such representations and warranties expressly relate to a then an earlier date). (iii) Unless accompanied by the Certificate of the Borrowers’ Representative’s Chief Executive Officer, President, or Chief Financial Officer describing (in reasonable detail) the facts and circumstances thereof and the steps (if any) being taken to remedy such condition, no Default has occurred and is continuing. (g) If, at any time or from time to time, a Default shall occur: (i) The Administrative Agent may suspend the Borrowers right to request Loans, SwingLine Loans, or L/Cs immediately, in which event, neither the Administrative Agent nor any Lender event such representation shall be obligated during true as of such suspension, to make any loan or advanceearlier date, or such representation relates to provide any financial accommodation hereunder or to seek a changed condition which change is permitted under the issuance of any L/C.covenants set forth in this Agreement); and (iiiv) The Administrative Agent may suspend the right of the Borrowers’ Representative to request any Libor Loan or to convert any Base Margin Loan to a Libor LoanNo Suspension Event is then continuing.

Loan Requests. (a) Subject to the provisions of this Agreement, a loan or advance under the Revolving Credit duly and timely requested by the Borrower shall be made pursuant hereto, PROVIDED THAT: (i) Borrowing Base will not be exceeded; and (ii) The Revolving Credit has not been suspended as provided in Section 2-4(i). (b) Requests for loans and advances under this Agreement or for the continuance or conversion of an interest rate applicable to a Loan Revolving Credit may be requested by the Borrowers’ Representative Borrower in such manner as may from time to time be reasonably acceptable to the Administrative AgentLender. (bc) Subject to the provisions of this Agreement, a request for a loan or advance (in each instance in an amount which is not less than $10,000.00) shall be made by 11:30AM on a Business Day will be made by the Borrowers’ Representative may request a Loan and elect an interest rate and Interest Period to be applicable to end of business on that Loan Business Day; otherwise, by giving notice to the Administrative Agent by no later than end of the following:then next Business Day. (i) If such Revolving Credit Loan is to be or is to be converted to a Base Margin Loan: By 1:00 PM 11:30 A.M. on the Business Day prior to the Business Day on which the subject Revolving Credit Loan is to be made or is to be so converted. Base Margin Loans requested by the Borrowers’ RepresentativeBorrower, other than those resulting from the conversion of a Libor Loan, shall not be less than $100,000.0010,000.00. (ii) If such Revolving Credit Loan is to beis, or is to be continued as, or converted to, a Libor Loan: By 1:00 PM three P.M. Two (32) Libor Business Days before the commencement of any new Interest Period or the end of the then applicable Interest Period. Libor Loans and conversions to Libor Loans shall each be not less than $1,000,000.00 1,000,000 and in increments of $100,000.00 50,000 in excess of such minimum. (iii) Any Libor Loan which matures while a Default has occurred and Suspension Event is continuing extant shall be converted, at the option of the Administrative Agent, Lender to a Base Margin Loan notwithstanding any notice from the Borrowers’ Representative Borrower that such Loan is to be continued as a Libor Loan. (cd) Any request for a Revolving Credit Loan or for the continuance or conversion of an interest rate applicable to a Revolving Credit Loan which is made after the applicable deadline thereforetherefor, as set forth above, shall be deemed to have been made at the opening of business on the then next Business Day or Libor Business Day, as applicable. Each request for a Revolving Credit Loan or for the conversion of a Revolving Credit Loan shall be made in such manner as may from time to time be reasonably acceptable to the Administrative AgentLender. (d) The Borrowers’ Representative may request that the Administrative Agent cause the issuance by the Issuer of L/C’s for the account of a Borrower as provided in Section 2.20. (e) The Administrative Agent may rely on any request for a loan or advance, or other financial accommodation under the Agreement which the Administrative Agent, in good faith, believes to have been made by a Person duly authorized to act on behalf of the Borrowers’ Representative and may decline to make any such requested loan or advance, or issuance, or to provide any such financial accommodation pending the Administrative Agent’s being furnished with such documentation concerning that Person’s authority to act as reasonably may be satisfactory to the Administrative Agent. (f) A request by the Borrowers’ Representative for a loan or advance, or other financial accommodation under this Agreement shall be irrevocable and shall constitute certification by each Borrower that as of the date of such request, each of the following is true and correct: (i) There has been no material adverse change in the Loan Parties’ financial condition (taken as a whole) from the most recent financial information furnished Administrative Agent or any Lender pursuant to this Agreement. (ii) Each representation, not relating to a specific date, which is made herein or in any of the Loan Documents is then true and correct in all material respects as of and as if made on the date of such request (except (A) to the extent of changes resulting from transactions contemplated or permitted by this Agreement or the other Loan Documents and changes occurring in the ordinary course of business which singly or in the aggregate are not materially adverse and (B) to the extent that such representations and warranties expressly relate to a then earlier date). (iii) Unless accompanied by the Certificate of the Borrowers’ Representative’s Chief Executive Officer, President, or Chief Financial Officer describing (in reasonable detail) the facts and circumstances thereof and the steps (if any) being taken to remedy such condition, no Default has occurred and is continuing. (g) If, at any time or from time to time, a Default shall occur: (i) The Administrative Agent may suspend the Borrowers right to request Loans, SwingLine Loans, or L/Cs immediately, in which event, neither the Administrative Agent nor any Lender shall be obligated during such suspension, to make any loan or advance, or to provide any financial accommodation hereunder or to seek the issuance of any L/C. (ii) The Administrative Agent may suspend the right of the Borrowers’ Representative to request any Libor Loan or to convert any Base Margin Loan to a Libor Loan.