Common use of Notice and Manner of Borrowing or Conversion of Loans Clause in Contracts

Notice and Manner of Borrowing or Conversion of Loans. (a) The Borrowers may obtain or continue a Loan hereunder or convert an outstanding Loan into a Loan of another Type by giving the Agent a telephonic notice promptly confirmed by a written Notice of Borrowing or Conversion, which telephonic notice shall be irrevocable and which must be received no later than 2:00 p.m. Boston time (i) on the day on which the requested Loan is to be made as or converted to a Base Rate Loan, and (ii) three (3) Business Days before the day on which the requested Loan is to be made or continued as or converted to a LIBOR Loan. Such Notice of Borrowing or Conversion shall specify (i) the effective date and amount of each Loan or portion thereof requested to be made, continued or converted, subject to the limitations set forth in Section 2.1, (ii) the interest rate option requested to be applicable thereto and (iii) the duration of the applicable Interest Period, if any (subject to the provisions of the definition of the term “Interest Period”). If such Notice fails to specify the interest rate option to be applicable to the requested Loan, then the Borrowers shall be deemed to have requested a Base Rate Loan. If the written confirmation of any telephonic notification differs in any material respect from the action taken by the Agent, the records of the Agent shall control absent manifest error. (b) The presentment for payment of a check, draft or other item on, or a request made by the Borrowers for a wire transfer for funds from, any deposit account maintained by a Borrower with the Agent shall be deemed to be a request pursuant to a Notice of Borrowing or Conversion by the Borrowers for a Base Rate Loan hereunder to the extent that such account has insufficient funds to pay all such checks, drafts or items presented, or wire transfers requested, on any day in full. (c) Subject to the provisions of the definition of the term “Interest Period” herein, the duration of each Interest Period for a LIBOR Loan shall be as specified in the applicable Notice of Borrowing or Conversion. If no Interest Period is specified in a Notice of Borrowing or Conversion with respect to a requested LIBOR Loan, then the Borrowers shall be deemed to have selected an Interest Period of one (1) month’s duration. If the Agent receives a Notice of Borrowing or Conversion after the time specified in subsection (a) above, such Notice shall not be effective. If the Agent does not receive an effective Notice of Borrowing or Conversion with respect to an outstanding LIBOR Loan, or if, when such Notice must be given prior to the end of the Interest Period applicable to such outstanding Loan, the Borrowers shall have failed to satisfy any of the conditions hereof, the Borrowers shall be deemed to have elected to convert such outstanding Loan in whole into a Base Rate Loan on the last day of the then current Interest Period with respect thereto. (d) Notwithstanding anything to the contrary contained in this Section II, if a Default shall have occurred and be continuing, the Lenders shall have no obligation to make or continue any LIBOR Loans to the Borrowers.

Notice and Manner of Borrowing or Conversion of Loans. (a) The Borrowers Borrower may obtain or continue a Loan hereunder or convert an outstanding Loan into a Loan of another Type by giving the Agent a telephonic notice promptly confirmed by a written Notice of Borrowing or Conversion, which telephonic notice shall be irrevocable and which must be received no later than 2:00 p.m. Boston time (i) on the day on which the requested Loan is to be made as or converted to a Base Rate Loan, and (ii) three (3) Business Days before the day on which the requested Loan is to be made or continued as or converted to a LIBOR Loan. Such Notice of Borrowing or Conversion shall specify (i) the effective date and amount of each Loan or portion thereof requested to be made, continued or converted, subject to the limitations set forth in Section 2.1, (ii) the interest rate option requested to be applicable thereto thereto, and (iii) the duration of the applicable Interest Period, if any (subject to the provisions of the definition of the term “Interest Period”). If such Notice fails to specify the interest rate option to be applicable to the requested Loan, then the Borrowers Borrower shall be deemed to have requested a Base Rate Loan. If the written confirmation of any telephonic notification differs in any material respect from the action taken by the Agent, the records of the Agent shall control absent manifest error. (b) The presentment for payment of a check, draft or other item on, or a request made by the Borrowers Borrower for a wire transfer for funds from, any deposit account maintained by a the Borrower with the Agent shall be deemed to be a request pursuant to a Notice of Borrowing or Conversion by the Borrowers Borrower for a Base Rate Loan hereunder to the extent that such account has insufficient funds to pay all such checks, drafts or items presented, or wire transfers requested, on any day in full. (c) Subject to the provisions of the definition of the term “Interest Period” herein, the duration of each Interest Period for a LIBOR Loan shall be as specified in the applicable Notice of Borrowing or Conversion. If no Interest Period is specified in a Notice of Borrowing or Conversion with respect to a requested LIBOR Loan, then the Borrowers Borrower shall be deemed to have selected an Interest Period of one (1) month’s duration. If the Agent receives a Notice of Borrowing or Conversion after the time specified in subsection (a) above, such Notice shall not be effective. If the Agent does not receive an effective Notice of Borrowing or Conversion with respect to an outstanding LIBOR Loan, or if, when such Notice must be given prior to the end of the Interest Period applicable to such outstanding Loan, the Borrowers Borrower shall have failed to satisfy any of the conditions hereof, the Borrowers Borrower shall be deemed to have elected to convert such outstanding Loan in whole into a Base Rate Loan on the last day of the then current Interest Period with respect thereto. (d) Notwithstanding anything to the contrary contained in this Section II, if a Default shall have occurred and be continuing, the Lenders shall have no obligation to make or continue any LIBOR Loans to the BorrowersBorrower.

Notice and Manner of Borrowing or Conversion of Loans. (a) The Borrowers may Whenever the Borrower desires to obtain or continue a Loan hereunder or convert an outstanding Loan into a Loan of another Type by giving the other type provided for in this Agreement, the Borrower shall notify the Administrative Agent a telephonic notice promptly confirmed by a written Notice of Borrowing or Conversion, (which telephonic notice shall be irrevocable and which must be irrevocable) by telecopy or telephone (i) with respect to Base Rate Loans, received no later than 2:00 p.m. Boston time (i) 11:00 a.m. on the day date on which the requested Loan is to be made or continued as or converted to a Base Rate Loan, and (ii) with respect to LIBOR Loans, received no later than 11:00 a.m. on the date that is three (3) Business Days before the day on which the requested Loan is to be made or continued as or converted to a LIBOR Loan, provided that no more than 10 LIBOR Loans may be outstanding at any one time. Such Notice of Borrowing or Conversion notice by the Borrower shall specify (i) the effective date and amount of each Loan to be obtained, continued or converted (or portion thereof requested to be made, continued or converted, as the case may be), subject to the limitations set forth in Section 2.1, (ii) the interest rate option requested to be applicable thereto thereto, and (iii) the duration of the applicable Interest Period, if any (subject to the provisions of the definition of the term “Interest Period”Period and Section 2.9). If Each LIBOR Loan must be for an amount equal to at least $1,000,000 and in additional increments of $100,000. Each such notification by telephone pursuant to Section 2.3 or this Section 2.4(a) (a "Notice fails to specify the interest rate option to be applicable to the requested Loan, then the Borrowers of Borrowing or Conversion") shall be deemed to have requested immediately followed by a Base Rate Loan. If the written confirmation thereof by the Borrower in substantially the form of any telephonic notification Exhibit B hereto, provided that if such written confirmation differs in any material respect from the action taken by the Administrative Agent, the records of the Administrative Agent shall control be conclusive absent manifest error. (b) The presentment for payment of a checkSubject to the terms and conditions hereof, draft or other item oneach Bank shall make available to the Administrative Agent, or a request made by in immediately available funds, no later than 2:00 p.m. on the Borrowers for a wire transfer for funds from, date upon which any deposit account maintained by a Borrower with the Agent shall be deemed to be a request pursuant to a Notice of Borrowing or Conversion by the Borrowers for a Base Rate Loan hereunder or LIBOR Loan is to be made, such Bank's Commitment Percentage of the requested Loan. The Administrative Agent shall, in turn, make each Loan on the effective date specified therefor by crediting the amount of such Loan to the extent that such Borrower's demand deposit account has insufficient funds with the Administrative Agent. In no event shall the Administrative Agent (in its capacity as Administrative Agent) have any obligation to pay all such checks, drafts make any funding or items presented, or wire transfers requested, on shall any day in full. (c) Subject Bank be obligated to the provisions fund more than its Commitment Percentage of the definition of the term “Interest Period” herein, the duration of each Interest Period for a LIBOR Loan shall be as specified in the applicable Notice of Borrowing or Conversion. If no Interest Period is specified in a Notice of Borrowing or Conversion with respect to a requested LIBOR Loan, then the Borrowers shall be deemed to have selected an Interest Period of one (1) month’s duration. If the Agent receives a Notice of Borrowing or Conversion after the time specified in subsection (a) above, such Notice shall not be effective. If the Agent does not receive an effective Notice of Borrowing or Conversion with respect to an outstanding LIBOR Loan, or if, when such Notice must be given prior to the end of the Interest Period applicable to such outstanding Loan, the Borrowers shall have failed to satisfy any of the conditions hereof, the Borrowers shall be deemed to have elected to convert such outstanding Loan in whole into a Base Rate Loan on the last day of the then current Interest Period with respect theretoor LIBOR Loan. (d) Notwithstanding anything to the contrary contained in this Section II, if a Default shall have occurred and be continuing, the Lenders shall have no obligation to make or continue any LIBOR Loans to the Borrowers.

Notice and Manner of Borrowing or Conversion of Loans. (a) The Borrowers may Whenever the Borrower desires to obtain or continue a Loan hereunder or convert an outstanding Loan into a Loan of another Type by giving the other type provided for in this Agreement, the Borrower shall notify the Administrative Agent a telephonic notice promptly confirmed by a written Notice of Borrowing or Conversion, (which telephonic notice shall be irrevocable and which must be irrevocable) by telecopy or telephone received no later than 2:00 p.m. Boston 10:00 a.m. Boston, Massachusetts time on the date that is one (i1) on Business Day before the day on which the requested Loan is to be made or continued as or converted to a Base Prime Rate Loan, and (ii) received no later than 10:00 a.m. Boston, Massachusetts time on the date that is three (3) Business Days before the day on which the requested Loan is to be made or continued as or converted to a LIBOR Loan, PROVIDED that no more than eight (8) LIBOR Loans may be outstanding at any one time. Such Notice of Borrowing or Conversion notice by the Borrower shall specify (i) the effective date and amount of each Loan to be obtained, continued or converted (or portion thereof requested to be made, continued or converted, as the case may be), subject to the limitations set forth in Section 2.1, (ii) the interest rate option requested to be applicable thereto thereto, and (iii) the duration of the applicable Interest Period, if any (subject to the provisions of the definition of the term “Interest Period”Period and Section 2.8). If Each LIBOR Loan must be for an amount equal to at least $500,000 and in additional increments of $500,000. Each such notification by telephone pursuant to Section 2.3 or this Section 2.4(a) (a "Notice fails to specify the interest rate option to be applicable to the requested Loan, then the Borrowers of Borrowing or Conversion") shall be deemed to have requested immediately followed by a Base Rate Loan. If the written confirmation thereof by the Borrower in substantially the form of any telephonic notification EXHIBIT B hereto, PROVIDED that if such written confirmation differs in any material respect from the action taken by the Administrative Agent, the records of the Administrative Agent shall control be conclusive absent manifest error. (b) The presentment for payment of a check, draft or other item on, or a request made by the Borrowers for a wire transfer for funds from, any deposit account maintained by a Borrower with the Agent shall be deemed to be a request pursuant to a Notice of Borrowing or Conversion by the Borrowers for a Base Rate Loan hereunder to the extent that such account has insufficient funds to pay all such checks, drafts or items presented, or wire transfers requested, on any day in full. (c) Subject to the provisions of the definition of the term “Interest Period” herein, the duration of each Interest Period for a LIBOR Loan shall be as specified in the applicable Notice of Borrowing or Conversion. If no Interest Period is specified in a Notice of Borrowing or Conversion with respect to a requested LIBOR Loan, then the Borrowers shall be deemed to have selected an Interest Period of one (1) month’s duration. If the Agent receives a Notice of Borrowing or Conversion after the time specified in subsection (a) above, such Notice shall not be effective. If the Agent does not receive an effective Notice of Borrowing or Conversion with respect to an outstanding LIBOR Loan, or if, when such Notice must be given prior to the end of the Interest Period applicable to such outstanding Loan, the Borrowers shall have failed to satisfy any of the terms and conditions hereof, each Bank shall make available to the Borrowers shall Administrative Agent, in immediately available funds, no later than 1:00 p.m., Boston, Massachusetts time, on the date upon which any Prime Rate Loan or LIBOR Loan is to be deemed to have elected to convert made, such outstanding Loan Bank's Commitment Percentage of the requested Loan. The Administrative Agent shall, in whole into a Base Rate turn, make each Loan on the last day effective date specified therefor by crediting the amount of the then current Interest Period with respect thereto. (d) Notwithstanding anything such Loan to the contrary contained Borrower's demand deposit account with the Administrative Agent. In no event shall the Administrative Agent (in this Section II, if a Default shall its capacity as Administrative Agent) have occurred and be continuing, the Lenders shall have no any obligation to make any funding or continue shall any Bank be obligated to fund more than its Commitment Percentage of the requested Prime Rate Loan or LIBOR Loans to the BorrowersLoan.

Notice and Manner of Borrowing or Conversion of Loans. (a) The Whenever the Borrowers may desire to obtain or continue a Loan hereunder or convert an outstanding Loan into a Loan of another Type by giving the other type provided for in this Agreement, the Borrowers shall notify the Administrative Agent a telephonic notice promptly confirmed by a written Notice of Borrowing or Conversion, (which telephonic notice shall be irrevocable irrevocable) by telecopy and which must be telephone received no later than 2:00 12:00 p.m. (Boston time (itime) on the day on which the requested Loan is to be made or continued as or converted to a Base Rate Loan, and received no later than 12:00 p.m. (iiBoston time) on the date three (3) Business Days before the day on which the requested Loan is to be made or continued as or converted to a LIBOR Eurodollar Loan, PROVIDED that no more than five Eurodollar Loans may be outstanding at any one time. Such Notice of Borrowing or Conversion notice by the Borrowers shall specify (i) the effective date and amount of each Loan to be obtained, continued or converted (or portion thereof requested to be made, continued or converted, as the case may be), subject to the limitations set forth in Section 2.1, (ii) the interest rate option requested to be applicable thereto thereto, and (iii) the duration of the applicable Interest Period, if any (subject to the provisions of the definition of the term “Interest Period”Period and Section 2.9). If Each Eurodollar Loan must be for an amount equal to at least $500,000 or an integral multiple thereof. Each such Notice fails to specify the interest rate option to telephonic notification shall be applicable to the requested Loan, then immediately followed by a written confirmation thereof by the Borrowers shall be deemed to have requested in substantially the form of EXHIBIT B hereto (a Base Rate Loan. If the "Notice of Borrowing or Conversion"), PROVIDED that if such written confirmation of any telephonic notification differs in any material respect from the action taken by the Administrative Agent, the records of the Administrative Agent shall control be conclusive absent manifest error. The Administrative Agent agrees that upon receipt of any such telephonic or written notice of borrowing, it shall notify the other Banks thereof with reasonable promptness. (b) The presentment for payment of a checkSubject to the terms and conditions hereof, draft or other item oneach Bank shall make available to the Administrative Agent, or a request made by in immediately available funds, no later than 2:00 p.m. (Boston time) on the Borrowers for a wire transfer for funds from, date upon which any deposit account maintained by a Borrower with the Agent shall be deemed to be a request pursuant to a Notice of Borrowing or Conversion by the Borrowers for a Base Rate Loan hereunder or Eurodollar Loan is to be made, such Bank's Commitment Percentage of the requested Loan. The Administrative Agent shall, in turn, make each Loan on the effective date specified therefor by crediting the amount of such Loan to the extent that such Borrowers' demand deposit account has insufficient funds with the Administrative Agent. In no event shall the BankBoston (in its capacity as Administrative Agent) have any obligation to pay all such checks, drafts make any funding or items presented, or wire transfers requested, on shall any day in full. (c) Subject Bank be obligated to the provisions fund more than its applicable Commitment Percentage of the definition of the term “Interest Period” herein, the duration of each Interest Period for a LIBOR Loan shall be as specified in the applicable Notice of Borrowing or Conversion. If no Interest Period is specified in a Notice of Borrowing or Conversion with respect to a requested LIBOR Loan, then the Borrowers shall be deemed to have selected an Interest Period of one (1) month’s duration. If the Agent receives a Notice of Borrowing or Conversion after the time specified in subsection (a) above, such Notice shall not be effective. If the Agent does not receive an effective Notice of Borrowing or Conversion with respect to an outstanding LIBOR Loan, or if, when such Notice must be given prior to the end of the Interest Period applicable to such outstanding Loan, the Borrowers shall have failed to satisfy any of the conditions hereof, the Borrowers shall be deemed to have elected to convert such outstanding Loan in whole into a Base Rate Loan on the last day of the then current Interest Period with respect theretoor Eurodollar Loan. (d) Notwithstanding anything to the contrary contained in this Section II, if a Default shall have occurred and be continuing, the Lenders shall have no obligation to make or continue any LIBOR Loans to the Borrowers.

Notice and Manner of Borrowing or Conversion of Loans. (a) The Borrowers may Whenever the Borrower desires to obtain or continue a Loan hereunder or to convert an outstanding Loan into a Loan of another Type by giving type provided for in this Agreement, the Borrower shall notify the Administrative Agent a telephonic notice promptly confirmed by a written Notice of Borrowing or Conversion, in writing (which telephonic notice shall be irrevocable and which must be irrevocable), by hand delivery or facsimile transmission, received no later than 2:00 p.m. Boston time (i) 11:00 a.m., Boston time, on the day date on which the requested Loan is to be made or continued as or converted to a Base Rate Loan, and (ii) 11:00 a.m., Boston time, on the date three (3) Business Days before the day on which the requested Loan is to be made or continued as or converted to a LIBOR Eurodollar Loan. Such Notice of Borrowing or Conversion Each such notice (a "NOTICE OF BORROWING OR CONVERSION") shall specify (i) the effective date and amount of each Loan or portion thereof requested to be made, continued or converted, subject to the limitations set forth in Section SECTION 2.1, (ii) the interest rate option requested to be applicable thereto thereto, and (iii) the duration of the applicable Interest Period, if any (subject to the provisions of the definition of the term “Interest Period”). If such Notice fails to specify "INTEREST PERIOD" and the interest rate option to be applicable to the requested Loan, then the Borrowers provisions of SECTION 2.6) and shall be deemed substantially in the form of EXHIBIT B. The Administrative Agent shall give the Lenders notice of each Notice of Borrowing or Conversion in accordance with the Administrative Agent's customary practices. The Borrower agrees to have requested a Base Rate Loan. If indemnify and hold the written confirmation Administrative Agent and the Lenders harmless for any action, including the making of any telephonic notification differs in any material respect from the action Loan hereunder, or loss or expense, taken or incurred by the Agent, Administrative Agent or the records of the Agent shall control absent manifest errorLenders in good faith reliance upon any such request. (b) The presentment for payment Subject to the terms and conditions of a checkthis Agreement, draft or other item oneach Lender shall make available, or a request made by not later than 12:00 noon, Boston time, on the Borrowers for a wire transfer for date on which any requested Loan is to be made, at the offices of the Administrative Agent at 100 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 xx immediately available funds, such Lender's Commitment Percentage of each Loan. After the Administrative Agent's receipt of such funds fromand upon fulfillment of the applicable conditions set forth in ARTICLE III, any the Administrative Agent will credit such funds to the Borrower's demand deposit account maintained by a Borrower with the Agent shall be deemed to be a request pursuant to a Notice of Borrowing or Conversion by the Borrowers for a Base Rate Loan hereunder to the extent that such account has insufficient funds to pay all such checks, drafts or items presented, or wire transfers requested, on any day in fullAdministrative Agent. (c) Subject Unless the Administrative Agent shall have received notice from a Lender prior to the provisions date of any Loan that such Lender will not make available to the definition Administrative Agent such Lender's Commitment Percentage of the term “Interest Period” hereinsuch Loan, the duration Administrative Agent may assume that such Lender has made such funds available to the Administrative Agent on the date of each Interest Period for such Loan in accordance with and as provided in this SECTION 2.2, and the Administrative Agent may, in reliance upon such assumption, (but shall have no obligation to) make available on such date a LIBOR corresponding amount to the Borrower. If and to the extent that any Lender shall not have made its Commitment Percentage of any Loan available to the Administrative Agent and the Administrative Agent shall have made available a corresponding amount to the Borrower, such Lender agrees to pay to the Administrative Agent forthwith on demand (a copy of which demand shall be as specified in simultaneously given to the applicable Notice of Borrowing Borrower), and the Borrower agrees to repay to the Administrative Agent within four (4) Business Days after demand has been made to such Lender and such Lender has failed to make such payment, an amount equal to such corresponding amount together with interest thereon for each day from the date the Administrative Agent shall have made such amount available to the Borrower until the date such amount is paid or Conversionrepaid to the Administrative Agent, at an interest rate equal to the Federal Funds Effective Rate. If no Interest Period is specified in a Notice such Lender shall pay to the Administrative Agent such corresponding amount, such amount so paid shall constitute such Lender's Commitment Percentage of Borrowing or Conversion with respect to a requested LIBOR Loan, then the Borrowers shall be deemed to have selected an Interest Period such Loan for purposes of one (1) month’s durationthis Agreement. If the Agent receives Borrower makes a Notice repayment required by the foregoing provisions of Borrowing this SECTION 2.2(c) and, thereafter, the applicable Lender or Conversion after Lenders make the time specified in subsection (a) above, such Notice shall not be effective. If the Agent does not receive an effective Notice of Borrowing or Conversion with respect to an outstanding LIBOR Loan, or if, when such Notice must be given prior payments to the end Administrative Agent required by this SECTION 2.2(c), the Administrative Agent shall promptly refund the amount of the Interest Period applicable to such outstanding Loan, the Borrowers shall have failed to satisfy any of the conditions hereof, the Borrowers shall be deemed to have elected to convert such outstanding Loan in whole into a Base Rate Loan on the last day of the then current Interest Period with respect theretoBorrower's payment. (d) Notwithstanding anything The failure of any Lender to the contrary contained in this Section IImake available its Commitment Percentage of any Loan shall not relieve any other Lender of its obligation, if a Default shall have occurred and be continuingany, the Lenders shall have no obligation hereunder to make or continue its Commitment Percentage of such Loan on the date of such Loan, but no Lender shall be responsible for the failure of any LIBOR Loans other Lender to the Borrowersmake available its Commitment Percentage of any Loan to be made available by such other Lender.

Notice and Manner of Borrowing or Conversion of Loans. (a) The Borrowers may Whenever the Borrower desires to obtain or continue a Loan hereunder or to convert an outstanding Loan into a Loan of another Type by giving type provided for in this Agreement, the Borrower shall notify the Agent a telephonic notice promptly confirmed by a written Notice of Borrowing or Conversion, (which telephonic notice shall be irrevocable and which must be irrevocable) by telephone, telecopy, telex or cable received no later than 2:00 (i) 12:30 p.m. Boston time (i) on the day date on which the requested Loan is to be made or continued as or converted to a Base Prime Rate Loan, and (ii) three 12:30 p.m. Boston time on the date two (32) Business Days before the day on which the requested Loan is to be made or continued as or converted to a LIBOR Rate Loan. Such Notice Each such notice shall be made to the Agent by an individual purporting to be the Chairman, President, Senior Vice President-Finance or Controller of Borrowing the Borrower (or Conversion such other duly authorized representative of the Borrower identified to the Agent in writing), and shall specify (iA) the effective date and amount of each Loan or portion thereof requested to be made, continued or converted, subject to the limitations set forth in Section 2.1converted (which must be a Business Day), (iiB) the amount of such Loan (which must be a minimum of $100,000 for a Prime Rate Loan and $500,000 and in increments of $100,000 for a LIBOR Rate Loan), (C) the interest rate option requested to be applicable thereto thereto, and (iiiD) the duration of the applicable Interest Period, if any (subject to the provisions of 'the definition of the term “Interest Period”Period and Section 2.6). If Each such notification (a "Notice fails to specify the interest rate option to be applicable to the requested Loan, then the Borrowers of Borrowing or Conversion") shall be deemed to have requested immediately followed by a Base Rate Loan. If the written confirmation thereof by the Borrower in substantially the form of any telephonic notification Exhibit D attached hereto, provided that if such written confirmation differs in any material respect from the action taken by the Agent, the records of the Agent shall control absent manifest error. The Agent shall give the Banks notice of each Notice of Borrowing or Conversion in accordance with the Agent's customary practice. The Borrower agrees to indemnify and hold the Agent and the Banks harmless for any action, including the making of any Loan hereunder, or loss or expense, taken or incurred by the Agent or the Banks in good faith reliance upon any such request. (b) The presentment for payment Subject to the terms and conditions of a checkthis Agreement, draft or other item on, or a request made by the Borrowers for a wire transfer for funds from, any deposit account maintained by a Borrower with so long as the Agent shall be deemed to be a request pursuant to a have provided the Banks with notice of each Notice of Borrowing or Conversion prior to 2:00 p.m. on the date of the Agent's receipt of such notice, each Bank shall make available by 3:00 p.m. on the Borrowers for a Base Rate Loan hereunder effective date of the requested Loan, at the office of the Agent specified in Section 15.3, in immediately available funds, such Bank's Commitment Percentage of each Loan. After the Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III hereof, the Agent will credit such funds to the extent that such Borrower's demand deposit account has insufficient funds to pay all such checks, drafts or items presented, or wire transfers requested, on any day in fullwith the Agent. (c) Subject Unless the Agent shall have received notice from a Bank prior to the provisions date of any Loan that such Bank will not make available to the definition Agent such Bank's Commitment Percentage of the term “Interest Period” hereinsuch Loan, the duration Agent may assume that such Bank has made such funds available to the Agent on the date of each Interest Period for such Loan in accordance with and as provided in this Section 2.2, and the Agent may, in reliance upon such assumption (but shall have no obligation to) make available on such date a LIBOR Loan shall be as specified in corresponding amount to the applicable Notice of Borrowing or ConversionBorrower. If no Interest Period and to the extent any Bank shall not have made its Commitment Percentage of any Loan available to the Agent and the Agent shall have made available a corresponding amount to the Borrower, such Bank agrees to pay to the Agent forthwith on demand, and the Borrower agrees to repay to the Agent within two (2) Business Days after demand (but only after demand for payment has first been made to such Bank and such Bank has failed to make such payment), an amount equal to such corresponding amount together with interest thereon for each day from the date the Agent shall have made such amount available to the Borrower until the date such amount is specified in a Notice paid or repaid to the Agent, at an interest rate equal to the interest rate applicable to such Loans. If such Bank shall pay to the Agent such corresponding amount, such amount so paid shall constitute such Bank's Loan for purposes of Borrowing or Conversion with respect to a requested LIBOR Loan, then the Borrowers shall be deemed to have selected an Interest Period of one (1) month’s durationthis Agreement. If the Agent receives Borrower makes a Notice repayment required by the foregoing provisions of Borrowing this Section 2.2(c) and thereafter the applicable Bank or Conversion after Banks make the time specified in subsection (a) above, such Notice shall not be effective. If payments to the Agent does not receive an effective Notice of Borrowing or Conversion with respect to an outstanding LIBOR Loanrequired by this Section 2.2(c), or if, when such Notice must be given prior to the end Agent shall promptly refund the amount of the Interest Period applicable to such outstanding Loan, the Borrowers shall have failed to satisfy any of the conditions hereof, the Borrowers shall be deemed to have elected to convert such outstanding Loan in whole into a Base Rate Loan on the last day of the then current Interest Period with respect theretoBorrower's payment. (d) The failure of any Bank to make any Loan shall not relieve any other Bank of its obligation, if any, hereunder to make its Commitment Percentage of such Loan on the date of such Loan, but no Bank shall be responsible for the failure of any other Bank to make the Loan to be made by such other Bank. (e) Notwithstanding anything to the contrary contained in foregoing provisions of this Section II2.2, if no notice of borrowing or minimum borrowing amounts shall be required for any Advance which is made in accordance with "target balance" services provided by the Agent, and each such Advance shall, unless otherwise agreed by the Agent and the Borrower, be a Default shall have occurred and be continuing, the Lenders shall have no obligation to make or continue any LIBOR Loans to the BorrowersPrime Rate Loan.

Notice and Manner of Borrowing or Conversion of Loans. (a) The Borrowers may Whenever the Borrower desires to obtain or continue a Loan hereunder or convert an outstanding Loan into a Loan of another Type by giving the other type provided for in this Agreement, the Borrower shall notify the Administrative Agent a telephonic notice promptly confirmed by a written Notice of Borrowing or Conversion, (which telephonic notice shall be irrevocable and which must be irrevocable) by telecopy or telephone (i) received no later than 2:00 1:00 p.m. Boston time on the date that is one (i1) on Business Day before the day on which the requested Loan is to be made or continued as or converted to a Base Prime Rate Loan, and (ii) received no later than 3:00 p.m. on the day on which a Swingline Loan is to be made, and (iii) received no later than 1:00 p.m. on the date that is three (3) Business Days before the day on which the requested Loan is to be made or continued as or converted to a LIBOR Loan, provided that no more than ten (10) LIBOR Loans may be outstanding at any one time. Such Notice of Borrowing or Conversion notice by the Borrower shall specify (i) the effective date and amount of each Loan to be obtained, continued or converted (or portion thereof requested to be made, continued or converted, as the case may be), subject to the limitations set forth in Section 2.1, (ii) the interest rate option requested to be applicable thereto thereto, and (iii) the duration of the applicable Interest Period, if any (subject to the provisions of the definition of the term “Interest Period”Period and Section 2.8). If Each LIBOR Loan must be for an amount equal to at least $500,000 and in additional increments of $500,000. Each such notification by telephone pursuant to Section 2.3 or this Section 2.4(a) (a “Notice fails to specify the interest rate option to be applicable to the requested Loan, then the Borrowers of Borrowing or Conversion”) shall be deemed to have requested immediately followed by a Base Rate Loan. If the written confirmation thereof by the Borrower in substantially the form of any telephonic notification Exhibit A hereto, provided that if such written confirmation differs in any material respect from the action taken by the Administrative Agent, the records of the Administrative Agent shall control absent manifest errorbe prima facie evidence thereof. (b) The presentment for payment of a check, draft or other item on, or a request made by the Borrowers for a wire transfer for funds from, any deposit account maintained by a Borrower with the Agent shall be deemed to be a request pursuant to a Notice of Borrowing or Conversion by the Borrowers for a Base Rate Loan hereunder to the extent that such account has insufficient funds to pay all such checks, drafts or items presented, or wire transfers requested, on any day in full. (c) Subject to the provisions terms and conditions hereof, (i) each Bank shall make available to the Administrative Agent, in immediately available funds, no later than 1:00 p.m., on the date upon which any Prime Rate Loan or LIBOR Loan is to be made, such Bank’s Revolving Credit Commitment Percentage of the definition of requested Loan, and (ii) the term “Interest Period” hereinSwingline Lender shall make available to the Administrative Agent, in immediately available funds, no later than 4:00 p.m., on the date upon which any Swingline Loan is to be made, the duration amount of such Swingline Loan to be made on such date. The Administrative Agent shall, in turn, make each Interest Period for a LIBOR Loan shall be as on the effective date specified therefor by crediting the amount of such Loan to the Borrower’s demand deposit account with the Administrative Agent or to such other account directed by the Borrower in the applicable Notice of Borrowing or Conversion. If In no Interest Period is specified event shall the Administrative Agent (in a Notice of Borrowing or Conversion with respect to a requested LIBOR Loan, then the Borrowers shall be deemed to its capacity as Administrative Agent) have selected an Interest Period of one (1) month’s duration. If the Agent receives a Notice of Borrowing or Conversion after the time specified in subsection (a) above, such Notice shall not be effective. If the Agent does not receive an effective Notice of Borrowing or Conversion with respect to an outstanding LIBOR Loan, or if, when such Notice must be given prior to the end of the Interest Period applicable to such outstanding Loan, the Borrowers shall have failed to satisfy any of the conditions hereof, the Borrowers shall be deemed to have elected to convert such outstanding Loan in whole into a Base Rate Loan on the last day of the then current Interest Period with respect thereto. (d) Notwithstanding anything to the contrary contained in this Section II, if a Default shall have occurred and be continuing, the Lenders shall have no obligation to make any funding or continue shall any Bank be obligated to fund more than its Revolving Credit Commitment Percentage of the requested Prime Rate Loan or LIBOR Loan. Revolving Credit Loans to be made for the Borrowerspurpose of refunding Swingline Loans shall be made by the Banks as provided in Section 2.1(b) hereof.

Notice and Manner of Borrowing or Conversion of Loans. (a) The Borrowers may Whenever the Borrower desires to obtain or continue a Revolving Credit Loan or Swingline Loan hereunder or convert an outstanding Loan into a Loan of another Type by giving the other type provided for in this Agreement, the Borrower shall notify the Administrative Agent a telephonic notice promptly confirmed by a written Notice of Borrowing or Conversion, (which telephonic notice shall be irrevocable and which must be irrevocable) by telecopy or telephone (i) with respect to Base Rate Loans, received no later than 2:00 1:00 p.m. Boston time (i) on the day date on which the requested Loan is to be made or continued as or converted to a Base Rate Loan, and (ii) with respect to Swingline Loans, received no later than 3:00 p.m. on the day on which a Swingline Loan is to be made, and (iii) with respect to LIBOR Loans, received no later than 1:00 p.m. on the date that is three (3) Business Days before the day on which the requested Loan is to be made or continued as or converted to a LIBOR Loan, provided that no more than 10 LIBOR Loans may be outstanding at any one time. Such Notice of Borrowing or Conversion notice by the Borrower shall specify (i) the effective date and amount of each Loan to be obtained, continued or converted (or portion thereof requested to be made, continued or converted, as the case may be), subject to the limitations set forth in Section 2.1, (ii) the interest rate option requested to be applicable thereto thereto, and (iii) the duration of the applicable Interest Period, if any (subject to the provisions of the definition of the term “Interest Period”Period and Section 2.9). If Each LIBOR Loan must be for an amount equal to at least $5,000,000 and in additional increments of $1,000,000. Each such notification by telephone pursuant to Section 2.3 or this Section 2.4(a) (a "Notice fails to specify the interest rate option to be applicable to the requested Loan, then the Borrowers of Borrowing or Conversion") shall be deemed to have requested immediately followed by a Base Rate Loan. If the written confirmation thereof by the Borrower in substantially the form of any telephonic notification Exhibit B hereto, provided that if such written confirmation differs in any material respect from the action taken by the Administrative Agent, the records of the Administrative Agent shall control be conclusive absent manifest error. (b) Subject to the terms and conditions hereof, (i) each Bank shall make available to the Administrative Agent, in immediately available funds, no later than 2:00 p.m. on the date upon which any Base Rate Loan or LIBOR Loan is to be made, such Bank's Commitment Percentage of the requested Loan, and (ii) the Swingline Lender shall make available to the Administrative Agent, in immediately available funds, no later than 4:00 p.m. on the date on which any Swingline Loan is to be made, the amount of such Swingline Loan to be made on such date. The presentment Administrative Agent shall, in turn, make each Loan on the effective date specified therefor by crediting the amount of such Loan to the Borrower's demand deposit account with the Administrative Agent. In no event shall the Administrative Agent (in its capacity as Administrative Agent) have any obligation to make any funding or shall any Bank be obligated to fund more than its Commitment Percentage of the requested Base Rate Loan or LIBOR Loan. Revolving Credit Loans to be made for payment the purpose of a check, draft or other item on, or a request refunding Swingline Loans shall be made by the Borrowers for a wire transfer for funds from, any deposit account maintained by a Borrower with the Agent shall be deemed to be a request pursuant to a Notice of Borrowing or Conversion by the Borrowers for a Base Rate Loan hereunder to the extent that such account has insufficient funds to pay all such checks, drafts or items presented, or wire transfers requested, on any day Banks as provided in fullSection 2.1(b). (c) Subject to the provisions of the definition of the term “Interest Period” herein, the duration of each Interest Period for a LIBOR Loan shall be as specified in the applicable Notice of Borrowing or Conversion. If no Interest Period is specified in a Notice of Borrowing or Conversion with respect to a requested LIBOR Loan, then the Borrowers shall be deemed to have selected an Interest Period of one (1) month’s duration. If the Agent receives a Notice of Borrowing or Conversion after the time specified in subsection (a) above, such Notice shall not be effective. If the Agent does not receive an effective Notice of Borrowing or Conversion with respect to an outstanding LIBOR Loan, or if, when such Notice must be given prior to the end of the Interest Period applicable to such outstanding Loan, the Borrowers shall have failed to satisfy any of the conditions hereof, the Borrowers shall be deemed to have elected to convert such outstanding Loan in whole into a Base Rate Loan on the last day of the then current Interest Period with respect thereto. (d) Notwithstanding anything to the contrary contained in this Section II, if a Default shall have occurred and be continuing, the Lenders shall have no obligation to make or continue any LIBOR Loans to the Borrowers.