Common use of Notice of Borrowings Clause in Contracts

Notice of Borrowings. (a) The Borrower shall give the Agent a notice substantially in the form of Exhibit B attached hereto (a “Notice of Borrowing”) not later than 12:00 noon (Boston time) (or telephonic notice not later than 12:00 noon (Boston time) confirmed in writing substantially in the form of Exhibit B attached hereto not later than 1:00 p.m. (Boston time)) (i) on the Domestic Business Day of each proposed borrowing of a Base Rate Loan and (ii) on the third LIBOR Business Day before each proposed borrowing of a LIBOR Loan, in each case specifying (1) the date of such borrowing, which shall be a Domestic Business Day in the case of a Base Rate Loan or a LIBOR Business Day in the case of a LIBOR Loan, (2) whether such borrowing shall be of a Base Rate Loan or a LIBOR Loan, (3) the aggregate principal amount of such borrowing, (4) for a LIBOR Loan only, the applicable Interest Period and (5) if applicable pursuant to Section 2.03(b)(ii) hereof, wire instructions. Each Notice of Borrowing or oral request shall constitute a representation and warranty by the Borrower that the conditions set forth in Section 3.02(a) through@ (and, in the case of the initial Loan to be made hereunder, Section 3.01(b) through (h), (j) and (k)) have been satisfied on the date of such notice and will be satisfied on the date of such borrowing. (b) The Borrower may elect from time to time to convert any outstanding Base Rate Loan or LIBOR Loan to a Loan of the other type, or to roll over any outstanding LIBOR Loan upon the expiration of an Interest Period with respect thereto, by giving a notice to the Agent substantially in the form of Exhibit C attached hereto (a “Notice of Conversion”) (or telephonic notice confirmed in a writing substantially in the form of Exhibit C attached hereto), provided that (i) with respect to any conversion into or rollover of a LIBOR Loan, the Notice of Conversion shall be given within the time period for the giving of a Notice of Borrowing for a LIBOR Loan as set forth in Section 2.02(a), (ii) no Loan may be converted into or rolled over as a LIBOR Loan (1) if the Interest Period therefor would extend beyond the Termination Date or (2) if an Event of Default has occurred and is continuing (in which case, if the Agent has or the Required Banks have determined in its or their sole discretion not to permit such continuations, such Loan shall automatically become a Base Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of such Event of Default), (iii) a LIBOR Loan may be converted into a Base Rate Loan or rolled over as a LIBOR Loan only on the last day of the Interest Period applicable thereto, and (iv) if the Borrower fails to give a Notice of Conversion for a LIBOR Loan the Borrower shall be deemed to have elected to convert such Loan to a Base Rate Loan on the last day of the Interest Period applicable thereto. Conversions to and from LIBOR Loans shall be in such amounts and pursuant to such elections so that, after giving effect thereto, the aggregate principal amount of all LIBOR Loans having the same Interest Period shall equal to $1,000,000 or a larger integral multiple of $100,000.

Notice of Borrowings. (a) The Borrower shall give the Agent a notice substantially in the form of Exhibit B attached hereto (a “Notice of Borrowing”) not later than 12:00 noon (Boston time) (or telephonic notice not later than 12:00 noon (Boston time) confirmed in writing substantially in the form of Exhibit B attached hereto not later than 1:00 p.m. (Boston time)) (i) on the Domestic Business Day of each proposed borrowing of a Base Rate Loan and (ii) on the third LIBOR Business Day before each proposed borrowing of a LIBOR Loan, in each case specifying (1) the date of such borrowing, which shall be a Domestic Business Day in the case of a Base Rate Loan or a LIBOR Business Day in the case of a LIBOR Loan, (2) whether such borrowing shall be of a Base Rate Loan or a LIBOR Loan, (3) the aggregate principal amount of such borrowing, (4) for a LIBOR Loan only, the applicable Interest Period and (5) if applicable pursuant to Section 2.03(b)(ii2.03(b)(y) hereof, wire instructions. Each Notice of Borrowing or oral request shall constitute a representation and warranty by the Borrower that the conditions set forth in Section 3.02(a) through@ through (d) hereof (and, in the case of the initial Loan to be made hereunder, Section 3.01(b) through (hg), (j) and (k)i) through (l) hereof) have been satisfied on the date of such notice and will be satisfied on the date of such borrowing. (b) The Borrower may elect from time to time to convert any outstanding Base Rate Loan or LIBOR Loan to a Loan of the other type, or to roll over any outstanding LIBOR Loan upon the expiration of an Interest Period with respect thereto, by giving a notice to the Agent substantially in the form of Exhibit C attached hereto (a “Notice of Conversion”) (or telephonic notice confirmed in a writing substantially in the form of Exhibit C attached hereto), provided that (i) with respect to any conversion into or rollover of a LIBOR Loan, the Notice of Conversion shall be given within the time period for the giving of a Notice of Borrowing for a LIBOR Loan as set forth in Section 2.02(a)) hereof, (ii) no Loan may be converted into or rolled over as a LIBOR Loan (1) if the Interest Period therefor would extend beyond the Termination Date or (2) if an Event of Default has occurred and is continuing (in which case, if the Agent has or the Required Banks have determined in its or their sole discretion not to permit such continuations, such Loan shall automatically become a Base Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of such Event of Default), (iii) a LIBOR Loan may be converted into a Base Rate Loan or rolled over as a LIBOR Loan only on the last day of the Interest Period applicable thereto, and (iv) if the Borrower fails to give a Notice of Conversion for a LIBOR Loan the Borrower shall be deemed to have elected to convert such Loan to a Base Rate Loan on the last day of the Interest Period applicable thereto. Conversions to and from LIBOR Loans shall be in such amounts and pursuant to such elections so that, after giving effect thereto, the aggregate principal amount of all LIBOR Loans having the same Interest Period shall equal to $1,000,000 or a larger integral multiple of $100,000.

Notice of Borrowings. (a) The Borrower shall give the Agent a notice substantially in the form of Exhibit B attached hereto (a “"Notice of Borrowing”") of each Loan requested hereunder not later than 12:00 noon 10:00 a.m. (Boston time) (or telephonic notice not later than 12:00 noon 10:00 a.m. (Boston time) confirmed in a writing substantially in the form of Exhibit B attached hereto not later than 1:00 p.m. (Boston time)) on (i) on the Domestic Business Day of each proposed borrowing Borrowing of a Base Rate Loan Loan, and (ii) on the third LIBOR Business Day before each proposed borrowing Borrowing of a LIBOR Loan, in each case specifying (1) appropriately completed concerning the date of such borrowing, which shall be a Domestic Business Day in the case of a Base Rate Loan or a LIBOR Business Day in the case of a LIBOR Loan, (2) whether such borrowing shall be of a Base Rate Loan or a LIBOR Loan, (3) the aggregate principal amount of such borrowing, (4) for a LIBOR Loan only, the applicable Interest Period and (5) if applicable pursuant to Section 2.03(b)(ii) hereof, wire instructionsBorrowing. Each Notice of Borrowing or oral request shall constitute a representation and warranty by the Borrower that the conditions set forth in Section 3.02(a) through@ 3.02 (and, in the case of the initial Loan to be made hereunder, Section 3.01(b) through (h), (j) and (k)3.01) have been satisfied on the date of such notice and will be satisfied on the date of such borrowingBorrowing Date. (b) The Borrower may elect from time to time to convert any outstanding Base Rate Loan or LIBOR Loan to a Loan of the other type, or to roll over any outstanding LIBOR Loan upon the expiration of an Interest Period with respect thereto, by giving a notice to the Agent substantially in the form of Exhibit C attached hereto (a “"Notice of Conversion”") (or telephonic notice confirmed in a writing substantially in the form of Exhibit C attached hereto), provided that (i) with respect to any conversion into or rollover of a LIBOR Loan, the Notice of Conversion shall be given within the time period for the giving of a Notice of Borrowing for a LIBOR Loan as set forth in Section 2.02(a), (ii) no Loan may be converted into or rolled over as a LIBOR Loan (1x) if the Interest Period therefor would extend beyond the Commitment Termination Date or (2y) if an a Default or Event of Default has occurred and is continuing (in which case, if the Agent has or the Required Banks have determined in its or their sole discretion not to permit such continuations, case such Loan shall automatically become a Base Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of such any Default or Event of DefaultDefault of which the Agent has actual knowledge), (iii) a LIBOR Loan may be converted into a Base Rate Loan or rolled over as a LIBOR another type of Loan only on the last day of the Interest Period applicable thereto, and (iv) if the Borrower fails to give a Notice of Conversion for a LIBOR Loan the Borrower shall be deemed to have elected to convert such Loan to a Base Rate Loan on the last day of the Interest Period applicable thereto. Conversions to and from LIBOR Loans shall be in such amounts and pursuant to such elections so that, after giving effect thereto, the aggregate principal amount of all LIBOR Loans having the same Interest Period shall equal to not be less than $1,000,000 500,000 or a larger integral multiple of $100,000.

Notice of Borrowings. (a) The Borrower requesting a Loan (other than a Swing Line Advance) shall give the Operations Agent a notice substantially in the form of Exhibit B attached hereto (a “"Notice of Borrowing”") not later than 12:00 noon 11:00 a.m. (Boston time) (or telephonic notice not later than 11:00 a.m. (Boston time) confirmed in a writing substantially in the form of Exhibit B attached hereto not later than 12:00 noon (Boston time)) on the Business Day of each proposed Borrowing appropriately completed concerning the Borrowing. The Borrower requesting a Swing Line Advance shall give the Operations Agent a Notice of Borrowing not later than 4:00 p.m. (Boston time) (or telephonic notice not later than 4:00 p.m. (Boston time) confirmed in writing substantially in the form of Exhibit B attached hereto not later than 1:00 4:30 p.m. (Boston time)) (i) on the Domestic Business Day of each proposed borrowing of a Base Rate Loan and (ii) on Borrowing appropriately completed concerning the third LIBOR Business Day before each proposed borrowing of a LIBOR Loan, in each case specifying (1) the date of such borrowing, which shall be a Domestic Business Day in the case of a Base Rate Loan or a LIBOR Business Day in the case of a LIBOR Loan, (2) whether such borrowing shall be of a Base Rate Loan or a LIBOR Loan, (3) the aggregate principal amount of such borrowing, (4) for a LIBOR Loan only, the applicable Interest Period and (5) if applicable pursuant to Section 2.03(b)(ii) hereof, wire instructionsBorrowing. Each Notice of Borrowing or oral request shall constitute a representation and warranty by the Borrower named therein that the conditions set forth in Section 3.02(a) through@ 3.02 (and, in the case of the initial Loan to be made hereunder, Section 3.01(b) through (h), (j) and (k)3.01) have been satisfied on the date of such notice and will be satisfied on the date of such borrowing. (b) The Borrower may elect from time to time to convert any outstanding Base Rate Loan or LIBOR Loan to a Loan of the other type, or to roll over any outstanding LIBOR Loan upon the expiration of an Interest Period with respect thereto, by giving a notice to the Agent substantially in the form of Exhibit C attached hereto (a “Notice of Conversion”) (or telephonic notice confirmed in a writing substantially in the form of Exhibit C attached hereto), provided that (i) with respect to any conversion into or rollover of a LIBOR Loan, the Notice of Conversion shall be given within the time period for the giving of a Borrowing Date. Such Notice of Borrowing for a LIBOR or oral request shall not thereafter be revocable and shall obligate the Borrower named therein to accept the Loan as set forth in Section 2.02(a), (ii) no Loan may be converted into or rolled over as a LIBOR Loan (1) if requested from the Interest Period therefor would extend beyond the Termination Date or (2) if an Event of Default has occurred and is continuing (in which case, if the Agent has or the Required Banks have determined in its or their sole discretion not to permit such continuations, such Loan shall automatically become a Base Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of such Event of Default), (iii) a LIBOR Loan may be converted into a Base Rate Loan or rolled over as a LIBOR Loan only on the last day of the Interest Period applicable thereto, and (iv) if the Borrower fails to give a Notice of Conversion for a LIBOR Loan the Borrower shall be deemed to have elected to convert such Loan to a Base Rate Loan on the last day of the Interest Period applicable thereto. Conversions to and from LIBOR Loans shall be in such amounts and pursuant to such elections so that, after giving effect thereto, the aggregate principal amount of all LIBOR Loans having the same Interest Period shall equal to $1,000,000 or a larger integral multiple of $100,000Borrowing Date.

Notice of Borrowings. (a) The Borrower shall give the Agent a notice substantially in the form of Exhibit B attached hereto (a “Notice of Borrowing”) not later than 12:00 noon (Boston time) (or telephonic notice not later than 12:00 noon (Boston time) confirmed in writing substantially in the form of Exhibit B attached hereto not later than 1:00 p.m. (Boston time)) (i) on the Domestic Business Day of each proposed borrowing of a Base Rate Loan and (ii) on the third LIBOR Business Day before each proposed borrowing of a LIBOR Loan, in each case specifying (1) the date of such borrowing, which shall be a Domestic Business Day in the case of a Base Rate Loan or a LIBOR Business Day in the case of a LIBOR Loan, (2) whether such borrowing shall be of a Base Rate Loan or a LIBOR Loan, (3) the aggregate principal amount of such borrowing, (4) for a LIBOR Loan only, the applicable Interest Period and (5) if applicable pursuant to Section 2.03(b)(ii) hereof, wire instructions. Each Notice of Borrowing or oral request shall constitute a representation and warranty by the Borrower that the conditions set forth in Section 3.02(a) through@ through (d) (and, in the case of the initial Loan to be made hereunder, Section 3.01(b) through (h), (j) and (k)) have been satisfied on the date of such notice and will be satisfied on the date of such borrowing. (b) The Borrower may elect from time to time to convert any outstanding Base Rate Loan or LIBOR Loan to a Loan of the other type, or to roll over any outstanding LIBOR Loan upon the expiration of an Interest Period with respect thereto, by giving a notice to the Agent substantially in the form of Exhibit C attached hereto (a “Notice of Conversion”) (or telephonic notice confirmed in a writing substantially in the form of Exhibit C attached hereto), provided that (i) with respect to any conversion into or rollover of a LIBOR Loan, the Notice of Conversion shall be given within the time period for the giving of a Notice of Borrowing for a LIBOR Loan as set forth in Section 2.02(a), (ii) no Loan may be converted into or rolled over as a LIBOR Loan (1) if the Interest Period therefor would extend beyond the Termination Date or (2) if an Event of Default has occurred and is continuing (in which case, if the Agent has or the Required Banks have determined in its or their sole discretion not to permit such continuations, such Loan shall automatically become a Base Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of such Event of Default), (iii) a LIBOR Loan may be converted into a Base Rate Loan or rolled over as a LIBOR Loan only on the last day of the Interest Period applicable thereto, and (iv) if the Borrower fails to give a Notice of Conversion for a LIBOR Loan the Borrower shall be deemed to have elected to convert such Loan to a Base Rate Loan on the last day of the Interest Period applicable thereto. Conversions to and from LIBOR Loans shall be in such amounts and pursuant to such elections so that, after giving effect thereto, the aggregate principal amount of all LIBOR Loans having the same Interest Period shall equal to $1,000,000 or a larger integral multiple of $100,000.

Notice of Borrowings. (a) The Borrower shall give the Agent a notice substantially in the form of Exhibit B attached hereto (a “Notice of Borrowing”) not later than (i) in the case of an Overnight Rate Loan, 12:00 noon (Boston time) (or telephonic or electronic notice not later than 12:00 noon (Boston timewith such electronic notice being made in compliance with the provisions of Section 9.01(b) hereof) confirmed in writing substantially in the form of Exhibit B attached hereto not later than 1:00 12:30 p.m. (Boston time)) (i) on the Domestic Business Day of each proposed borrowing of a Base Rate Loan and (ii) on in the third case of a LIBOR Loan, 12:00 noon (Boston time) (or telephonic or electronic notice (with such electronic notice being made in compliance with the provisions of Section 9.01(b) hereof) confirmed in writing substantially in the form of Exhibit B attached hereto not later than 12:30 p.m. (Boston time)) three LIBOR Business Day before Days prior to each proposed borrowing of a LIBOR Loan, in each case specifying (1i) the date of Borrowing Date for such borrowingrequested Loan, which shall be a Domestic Business Day in the case of a Base Rate Loan or a LIBOR Business Day in the case of a LIBOR LoanDay, (2) whether such borrowing shall be of a Base Rate Loan or a LIBOR Loan, (3ii) the aggregate principal amount of such borrowing, and (4iii) for a LIBOR Loan only, the applicable Interest Period and with respect to such Loan. The aggregate amount of each borrowing by the Borrower hereunder on any Borrowing Date shall be in an amount equal to $1,000,000 or a whole multiple of $100,000 in excess thereof (5) or, if applicable pursuant to Section 2.03(b)(ii) hereofthe then Aggregate Commitment Amount is less than $1,000,000, wire instructionssuch lesser amount). Each Notice of Borrowing or oral or electronic request shall constitute a representation and warranty by the Borrower named therein that the conditions set forth in Section 3.02(a) through@ through (d) (and, in the case of the initial Loan to be made hereunder, Section 3.01(b) through (h), (j) and (k)3.01) have been satisfied on the date of such notice and will be satisfied on the date Borrowing Date of such borrowingLoan. (b) The Borrower may elect from time to time to convert any outstanding Base Rate Loan or LIBOR Loan to a Loan Agent will notify each Bank of the other type, or to roll over any outstanding LIBOR Loan contents of each Borrowing Notice promptly upon the expiration of an Interest Period with respect thereto, by giving a notice to the Agent substantially in the form of Exhibit C attached hereto (a “Notice of Conversion”) (or telephonic notice confirmed in a writing substantially in the form of Exhibit C attached hereto), provided that (i) with respect to any conversion into or rollover of a LIBOR Loan, the Notice of Conversion shall be given within the time period for the giving of a Notice of Borrowing for a LIBOR Loan as set forth in Section 2.02(a), (ii) no Loan may be converted into or rolled over as a LIBOR Loan (1) if the Interest Period therefor would extend beyond the Termination Date or (2) if an Event of Default has occurred and is continuing (in which case, if the Agent has or the Required Banks have determined in its or their sole discretion not to permit such continuations, such Loan shall automatically become a Base Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of such Event of Default), (iii) a LIBOR Loan may be converted into a Base Rate Loan or rolled over as a LIBOR Loan only on the last day of the Interest Period applicable thereto, and (iv) if the Borrower fails to give a Notice of Conversion for a LIBOR Loan the Borrower shall be deemed to have elected to convert such Loan to a Base Rate Loan on the last day of the Interest Period applicable thereto. Conversions to and from LIBOR Loans shall be in such amounts and pursuant to such elections so that, after giving effect thereto, the aggregate principal amount of all LIBOR Loans having the same Interest Period shall equal to $1,000,000 or a larger integral multiple of $100,000Agent’s receipt thereof.

Notice of Borrowings. (a) The Borrower Each Borrowing shall give be made upon the Agent a borrowing Borrower's irrevocable written notice substantially in the form of Exhibit B attached hereto (a “"Notice of Borrowing”") not later than 12:00 noon (Boston time) (or telephonic notice not later than 12:00 noon (Boston time) confirmed in a writing substantially in the form of Exhibit B attached hereto not later than 1:00 12:30 p.m. (Boston time)) (i) on the Domestic Business Day of each the proposed borrowing of a Base Rate Loan and (ii) on Borrowing, appropriately completed concerning the third LIBOR Business Day before each proposed borrowing of a LIBOR Loan, in each case specifying (1) the date of such borrowing, which shall be a Domestic Business Day in the case of a Base Rate Loan or a LIBOR Business Day in the case of a LIBOR Loan, (2) whether such borrowing shall be of a Base Rate Loan or a LIBOR Loan, (3) the aggregate principal amount of such borrowing, (4) for a LIBOR Loan only, the applicable Interest Period and (5) if applicable pursuant to Section 2.03(b)(ii) hereof, wire instructionsBorrowing. Each Notice of Borrowing or oral request shall constitute a representation and warranty by the borrowing Borrower that the conditions set forth in Section 3.02(a) through@ (and, in the case of the initial Loan to be made hereunder, Section 3.01(b) through (h), (j) and (k)) 3.2 have been satisfied on the date of such notice and will be satisfied on the date of such borrowingBorrowing Date. (b) The Each Borrower may elect from time to time to convert any outstanding Base Rate Loan or LIBOR Federal Funds Rate Loan to a Loan of the other type, or to roll over any outstanding LIBOR Loan upon the expiration of an Interest Period with respect thereto, by giving a notice on the date of the conversion to the Operations Agent substantially in the form of Exhibit C attached hereto (a “"Notice of Conversion”") not later than 12:00 noon (Boston time) (or telephonic notice by 12:00 noon (Boston time) confirmed in a writing substantially in the form of Exhibit C attached heretohereto not later than 12:30 p.m. (Boston time)). (c) Notwithstanding the foregoing, provided that any Borrower may request a Swing Line Advance under this Section 2.1 (ic) with respect by delivering to any conversion into or rollover the Operations Agent, no later than 3:00 P.M. (Boston time) on the date of a LIBOR Loanthe proposed Swing Line Advance, the Notice of Conversion shall be given within the time period for the giving of a Notice of Borrowing for a LIBOR Loan as set forth Borrowing, which shall be made by facsimile transmission, confirmed immediately in Section 2.02(a), writing. (iix) no Loan may be converted into or rolled over as a LIBOR Loan (1) if Xxxxx Xxxxxx xxxl make the Interest Period therefor would extend beyond the Termination Date or (2) if an Event of Default has occurred and is continuing (in which case, if the Agent has or the Required Banks have determined in its or their sole discretion not to permit such continuations, such Loan shall automatically become a Base Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance amount of such Event of Default), (iii) a LIBOR Loan may be converted into a Base Rate Loan or rolled over as a LIBOR Loan only on the last day of the Interest Period applicable thereto, and (iv) if Swing Line Advance available to the Borrower fails requesting such Swing Line Advance at the account noticed by such Borrower to give a Notice of Conversion for a LIBOR Loan the Borrower shall be deemed to have elected to convert such Loan to a Base Rate Loan on the last day of the Interest Period applicable thereto. Conversions to and from LIBOR Loans shall be in such amounts and pursuant to such elections so that, after giving effect thereto, the aggregate principal amount of all LIBOR Loans having the same Interest Period shall equal to $1,000,000 or a larger integral multiple of $100,000State Street.

Notice of Borrowings. (a) The Borrower shall give the Agent (X) a notice substantially in the form of Exhibit B attached hereto (a “Notice of Borrowing”) not later than 12:00 noon 1:00 p.m. (Boston time) (or telephonic notice not later than 12:00 noon 1:00 p.m. (Boston time) confirmed in writing substantially in the form of Exhibit B attached hereto not later than 1:00 2:00 p.m. (Boston time)) (i) on the Domestic Business Day of each proposed borrowing of a Base Rate Loan and (ii) on the third LIBOR Business Day before each proposed borrowing of a LIBOR Loan, in each case specifying (1) the date of such borrowing, which shall be a Domestic Business Day in the case of a Base Rate Loan or a LIBOR Business Day in the case of a LIBOR Loan, (2) whether such borrowing shall be of a Base Rate Loan or a LIBOR Loan, (3) the aggregate principal amount of such borrowing, and (4) for in the case of a LIBOR Loan onlyLoan, the applicable Interest Period therefor (which shall comply with Section 2.02(c) hereof), and (5Y) if applicable pursuant to Section 2.03(b)(iia duly completed Borrowing Base Report and a duly completed Statutory Coverage Ratio Certificate, in each case not later than 2:00 p.m. (Boston time) hereofon the date of the proposed borrowing of the requested Loan, wire instructionsprepared as of the close of business on the Domestic Business Day immediately preceding such date. Each Notice of Borrowing or oral request shall constitute a representation and warranty by the Borrower that the conditions set forth in Section 3.02(a) through@ (and, in the case of the initial Loan to be made hereunder, Section 3.01(b) through (h3.02(c), (jd) and (k)e) have been satisfied on the date of such notice and will be satisfied on the date of such borrowing. (b) The Borrower may elect from time to time to convert any outstanding Base Rate Loan or LIBOR Loan to a Loan of the other type, or to roll over any outstanding LIBOR Loan upon the expiration of an Interest Period with respect thereto, by giving (X) a notice to the Agent substantially in the form of Exhibit C attached hereto (a “Notice of Conversion”) (or telephonic notice confirmed in a writing substantially in the form of Exhibit C attached hereto), provided that (i) with respect to any conversion into or rollover of a LIBOR Loan, the Notice of Conversion shall be given within the time period for the giving of a Notice of Borrowing for a LIBOR Loan as set forth in Section 2.02(a), (ii) no Loan may be converted into or rolled over as a LIBOR Loan (1) if the Interest Period therefor would extend beyond the Termination Date except in compliance with Section 2.02(c) hereof, or (2) if an Event of Default has occurred and is continuing (in which case, if the Agent has or the Required Banks have determined in its or their sole discretion not to permit such continuations, case such Loan shall automatically become a Base Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of such any Event of Default), (iii) a LIBOR Loan may be converted into a Base Rate Loan or rolled over as a LIBOR Loan only on the last day of the Interest Period applicable thereto, and (iv) if the Borrower fails to give a timely Notice of Conversion for a LIBOR Loan Loan, the Borrower shall be deemed to have elected to convert continue such Loan to as a Base Rate LIBOR Loan on having a one month Interest Period from the last day of the Interest Period applicable thereto, and (Y) the Agent a duly completed Statutory Coverage Ratio Certificate not later than 2:00 p.m. (Boston time) on the date of the proposed conversion or roll over, prepared as of the close of business on the Domestic Business Day immediately preceding such date. Conversions to and from LIBOR Loans Loans, and all roll overs, shall be in such amounts and pursuant to such elections so that, after giving effect thereto, the aggregate principal amount of all LIBOR Loans having the same Interest Period shall equal to $1,000,000 not be less than the Approved Borrowing Amount. (c) The Borrower may not elect an Interest Period for a new LIBOR Loan, or continue or convert a larger integral multiple of $100,000Loan as a LIBOR Loan, if immediately after giving effect thereto there would be more than five different Interest Periods.

Notice of Borrowings. (a) The To request a Borrowing of a Revolving Loan, the Borrower shall give notify the Administrative Agent a notice substantially of such request by telephone (i) in the form case of Exhibit B attached hereto (a “Notice of LIBOR Borrowing”) , not later than 12:00 noon (noon, Boston time) (, three Business Days before the date of the proposed Borrowing or telephonic notice not later than 12:00 noon (Boston time) confirmed in writing substantially in the form of Exhibit B attached hereto not later than 1:00 p.m. (Boston time)) (i) on the Domestic Business Day of each proposed borrowing of a Base Rate Loan and (ii) on the third LIBOR Business Day before each proposed borrowing of a LIBOR Loan, in each case specifying (1) the date of such borrowing, which shall be a Domestic Business Day in the case of a Base Rate Loan Borrowing, not later than 1:00 p.m., Boston time, one Business Day before the date of the proposed Borrowing. Each such telephonic Notice of Borrowing shall be irrevocable and shall be confirmed promptly by hand delivery or facsimile to the Administrative Agent of a written Notice of Borrowing in substantially the form of Exhibit B and signed by the Borrower (each such telephonic and written notice, a “Notice of Borrowing”). (b) Such written Notice of Borrowing shall specify the following information in compliance with Section 2.02: (i) the aggregate amount of the requested Borrowing; (ii) the date of such Borrowing, which shall be a Business Day; (iii) whether such Borrowing is to be a LIBOR Borrowing or a LIBOR Business Day Base Rate Borrowing; (iv) in the case of a LIBOR Loan, (2) whether such borrowing shall be of a Base Rate Loan or a LIBOR Loan, (3) the aggregate principal amount of such borrowing, (4) for a LIBOR Loan onlyBorrowing, the applicable Interest Period and (5) if applicable pursuant to Section 2.03(b)(ii) hereof, wire instructions. Each Notice of Borrowing or oral request shall constitute a representation and warranty by the Borrower that the conditions set forth in Section 3.02(a) through@ (and, in the case duration of the initial Loan Interest Period therefor; and (v) the location and number of the Borrower’s account to which funds are to be made hereunder, Section 3.01(b) through (h), (j) and (k)) have been satisfied on the date of such notice and will be satisfied on the date of such borrowingdisbursed. (bc) The If the Borrower may elect from time fails to time to convert specify the duration of any outstanding Base Rate Loan or LIBOR Loan to a Loan of the other type, or to roll over any outstanding LIBOR Loan upon the expiration of an Interest Period with respect thereto, by giving a notice to the Agent substantially in the form of Exhibit C attached hereto (a “Notice of Conversion”) (or telephonic notice confirmed in a writing substantially in the form of Exhibit C attached hereto), provided that (i) with respect to any conversion into or rollover of a requested LIBOR LoanBorrowing, the Notice of Conversion requested Borrowing shall be given within the time period for the giving of a Notice of Borrowing for a LIBOR Loan as set forth in Section 2.02(a), (ii) no Loan may be converted into or rolled over as a LIBOR Loan (1) if the instead have an Interest Period therefor would extend beyond the Termination Date or (2) if an Event of Default has occurred and is continuing (in which case, if the Agent has or the Required Banks have determined in its or their sole discretion not to permit such continuations, such Loan shall automatically become a Base Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of such Event of Default), (iii) a LIBOR Loan may be converted into a Base Rate Loan or rolled over as a LIBOR Loan only on the last day of the Interest Period applicable thereto, and (iv) if the Borrower fails to give a Notice of Conversion for a LIBOR Loan the Borrower shall be deemed to have elected to convert such Loan to a Base Rate Loan on the last day of the Interest Period applicable thereto. Conversions to and from LIBOR Loans shall be in such amounts and pursuant to such elections so that, after giving effect thereto, the aggregate principal amount of all LIBOR Loans having the same Interest Period shall equal to $1,000,000 or a larger integral multiple of $100,000one month.

Notice of Borrowings. (a) The Borrower shall give the Agent (X) a notice substantially in the form of Exhibit B attached hereto (a “Notice of Borrowing”) not later than 12:00 noon 1:00 p.m. (Boston Eastern time) (or telephonic notice not later than 12:00 noon 1:00 p.m. (Boston Eastern time) confirmed in writing substantially in the form of Exhibit B attached hereto not later than 1:00 2:00 p.m. (Boston Eastern time)) ), in each case (i) on the Domestic Business Day of each proposed borrowing of a Base Rate Loan and (ii) on the third LIBOR LIBORDomestic Business Day before each proposed borrowing of a LIBOR LIBORSOFR Loan, in each case specifying (1) the date of such borrowing, which shall be a Domestic Business Day in the case of a Base Rate Loan or a LIBOR Business Day in the case of a LIBOR Loan, (2) whether such borrowing shall be of a Base Rate Loan or a LIBOR Loan, (3) the aggregate principal amount of such borrowing, (4) for a LIBOR Loan only, the applicable Interest Period and (5) if applicable pursuant to Section 2.03(b)(ii) hereof, wire instructions. Each Notice of Borrowing or oral request shall constitute a representation and warranty by the Borrower that the conditions set forth in Section 3.02(a) through@ (and, in the case of the initial Loan to be made hereunder, Section 3.01(b) through (h), (j) and (k)) have been satisfied on the date of such notice and will be satisfied on the date of such borrowing.USA.605252047.1/MPD 27 (b) The Borrower may elect from time to time to convert any outstanding Base Rate Loan or LIBOR LIBORFixed Rate Loan to a Loan of the another Type (other typetypethan a LIBOR Loan), or to roll over any outstanding LIBOR LIBORSOFR Loan upon the expiration of an Interest Period with respect thereto, by giving a notice to the Agent substantially in the form of Exhibit C attached hereto (a “Notice of Conversion”) (or telephonic notice confirmed in a writing substantially in the form of Exhibit C attached hereto), provided that (i) with respect to any conversion into or rollover of a LIBOR LIBORSOFR Loan, the Notice of Conversion shall be given within the time period for the giving of a Notice of Borrowing for a LIBOR LIBORSOFR Loan as set forth in Section 2.02(a)) hereof, (ii) no Loan may be converted into or rolled over as a LIBOR Loan, (iii) no Loan may be converted into or rolled over as a LIBORSOFR Loan (1) if the Interest Period therefor would extend beyond the Termination Date except in compliance with Section 2.02(c) hereof, or (2) if an Event of Default has occurred and is continuing (in which case, if the Agent has or the Required Banks have determined in its or their sole discretion not to permit such continuations, case such Loan shall automatically become a Base Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of such any Event of Default), (iiiiiiiv) a LIBOR Loan may be converted into a Base Rate Loan or rolled over as a LIBOR LoanLoan of another Type only on the last day of the Interest Period applicable thereto, (v) a SOFR Loan may be converted into a Base Rate Loan or rolled over as a SOFR Loan only on the last day of the Interest Period applicable thereto, and (ivivvi) if the Borrower fails to give a timely Notice of Conversion for a LIBORFixed Rate Loan, (A) with respect to an Existing LIBOR Loan Loan, the Borrower shall be deemed to have elected to convert such Existing LIBOR Loan into a SOFR Loan having an Interest Period commencing on the last day of the Interest Period applicable thereto, and (B) with respect to a Base Rate SOFR Loan, the Borrower shall be deemed to have elected to continue such SOFR Loan as a LIBORSOFR Loan having a one monthan Interest Period fromcommencing on the last day of the Interest Period applicable thereto. Conversions to and from LIBOR Loans LIBORFixed Rate Loans, and all roll overs, shall be in such amounts and pursuant to such elections so that, after giving effect thereto, the aggregate principal amount of all LIBOR LIBORSOFR Loans having the same Interest Period shall equal to $1,000,000 not be less than the Approved Borrowing Amount. (c) The Borrower may not elect an Interest Period forborrow a new LIBORSOFR Loan, or continue or convert a larger integral multiple of $100,000Loan as a LIBORSOFR Loan, if immediately after giving effect thereto there would be more than five different Interest Periods.

Notice of Borrowings. Subject to Sections 1.01(a), (ab), (d) The and (e), after the Closing Date, whenever the Borrower desires that the Banks make Reserve Adjusted Eurodollar Loans under any of the Revolving Portion, the Acquisition Portion or the Supplemental Portion of the Loan Facility it shall give the Administrative Agent at the Agent's Office at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of each such Borrowing of Reserve Adjusted Eurodollar Loans; PROVIDED that notice given later than 1:00 P.M. (New York time) shall be deemed to have been given on the following Business Day. Whenever the Borrower desires that the Banks make Base Rate Loans under any of the Revolving Portion, the Acquisition Portion or the Supplemental Portion of the Loan Facility it shall give the Administrative Agent at the Agent's office not later than 1:00 P.M. (New York time) on the date of such Borrowing written notice (or telephonic notice promptly confirmed in writing) of each such Borrowing of Base Rate Loans. Each such notice, which, in the case of either a notice Loan under the Revolving Portion or a Supplemental Revolving Loan under the Supplemental Portion of the Loan Facility, shall be substantially in the form of Exhibit B attached hereto 1.03-1 (each a “Notice "NOTICE OF REVOLVING LOAN BORROWING"), in the case of Borrowing”) not later than 12:00 noon (Boston time) (or telephonic notice not later than 12:00 noon (Boston time) confirmed in writing a Loan under the Acquisition Portion of the Loan Facility shall be substantially in the form of Exhibit B attached hereto not later than 1:00 p.m. 1.03-2 (Boston time)) (i) on the Domestic Business Day of each proposed borrowing of a Base Rate Loan and (ii) on the third LIBOR Business Day before each proposed borrowing of a LIBOR Loan"NOTICE OF ACQUISITION LOAN BORROWING", in each case specifying (1) the date of such borrowing, which shall be a Domestic Business Day in the case of a Base Rate Supplemental Revolving Loan or a LIBOR Business Day under the Supplemental Portion of the Loan Facility shall be substantially in the case form of Exhibit 1.03-03 (each a LIBOR Loan, (2"NOTICE OF SUPPLEMENTAL REVOLVING LOAN BORROWING") whether such borrowing shall be of a Base Rate Loan or a LIBOR Loan, (3) the aggregate principal amount of such borrowing, (4) for a LIBOR Loan only, the applicable Interest Period and (5) if applicable pursuant to Section 2.03(b)(ii) hereof, wire instructions. Each Notice of Borrowing or oral request shall constitute a representation and warranty by the Borrower that the conditions set forth in Section 3.02(a) through@ (and, in the case of a Supplemental Term Loan under the initial Loan to be made hereunder, Section 3.01(b) through (h), (j) and (k)) have been satisfied on the date of such notice and will be satisfied on the date of such borrowing. (b) The Borrower may elect from time to time to convert any outstanding Base Rate Loan or LIBOR Loan to a Loan Supplemental Portion of the other type, or to roll over any outstanding LIBOR Loan upon the expiration of an Interest Period with respect thereto, by giving a notice to the Agent Facility shall be substantially in the form of Exhibit C attached hereto 1.03-4 (each a “Notice of Conversion”"NOTICE OF SUPPLEMENTAL TERM LOAN BORROWING") (or telephonic notice confirmed in a writing substantially in the form of Exhibit C attached hereto)and, provided that (i) together with respect to any conversion into or rollover of a LIBOR Loan, the Notice of Conversion shall be given within the time period for the giving of a Notice of Revolving Loan Borrowing, a Notice of Acquisition Loan Borrowing for and a LIBOR Notice of Supplemental Revolving Loan as Borrowing, each a "NOTICE OF BORROWING"), shall be irrevocable, shall be deemed a representation by the Borrower that all conditions precedent to such Borrowing set forth in Section 2.02(a)4.02 and, in the case of a Loan under the Acquisition Portion or a Supplemental Term Loan under the Supplemental Portion that all conditions set forth in Section 4.03, have been satisfied and shall specify (i) the aggregate principal amount in Dollars of the Loans to be made pursuant to such Borrowing, (ii) no Loan may the date of Borrowing (which shall be converted into or rolled over as a LIBOR Loan (1) if the Interest Period therefor would extend beyond the Termination Date or (2) if an Event of Default has occurred and is continuing (in which case, if the Agent has or the Required Banks have determined in its or their sole discretion not to permit such continuations, such Loan shall automatically become a Base Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of such Event of DefaultBusiness Day), (iii) a LIBOR Loan may be converted into a whether the respective Borrowing shall consist of Base Rate Loan Loans or rolled over as a LIBOR Loan only on the last day of Reserve Adjusted Eurodollar Loans and, if Reserve Adjusted Eurodollar Loans, the Interest Period to be initially applicable thereto, thereto and (iv) if the Borrower fails account to which funds advanced under such Borrowing shall be deposited. The Administrative Agent shall as promptly as practicable give a each Bank written notice (or telephonic notice promptly confirmed in writing) of each proposed Borrowing, of such Bank's proportionate share thereof and of the other matters covered by the Notice of Conversion for a LIBOR Loan the Borrower shall be deemed to have elected to convert such Loan to a Base Rate Loan on the last day of the Interest Period applicable thereto. Conversions to and from LIBOR Loans shall be in such amounts and pursuant to such elections so that, after giving effect thereto, the aggregate principal amount of all LIBOR Loans having the same Interest Period shall equal to $1,000,000 or a larger integral multiple of $100,000Borrowing.

Notice of Borrowings. (a) The Borrower shall give the Agent a notice substantially in the form of Exhibit B attached hereto (a “Notice of Borrowing”) not later than 12:00 noon 1:00 p.m. (Boston Boston, Massachusetts time) (or telephonic notice not later than 12:00 noon 1:00 p.m. (Boston Boston, Massachusetts time) confirmed in writing substantially in the form of Exhibit B attached hereto not later than 1:00 2:00 p.m. (Boston Boston, Massachusetts time)) (i) on the Domestic Business Day of each proposed borrowing of a Base an Overnight Rate Loan and (ii) on the third second LIBOR Business Day before each proposed borrowing of a LIBOR Loan, in each case specifying (1) the date of such borrowingborrowing (each such date, a “Borrowing Date”), which shall be a Domestic Business Day in the case of a Base an Overnight Rate Loan or a LIBOR Business Day in the case of a LIBOR Loan, (2) whether such borrowing shall be of a Base an Overnight Rate Loan or a LIBOR Loan, and (3) the aggregate principal amount of such borrowing, (4) for a LIBOR Loan only, the applicable Interest Period and (5) if applicable pursuant to Section 2.03(b)(ii) hereof, wire instructions. Each Notice of Borrowing or oral request shall constitute a representation and warranty by the Borrower that the conditions set forth in Section 3.02(a) through@ through (d) (and, in the case of the initial Loan to be made hereunder, Section 3.01(b) through (h), (j) and (k)3.01) have been satisfied on the date of such notice and will be satisfied on the date of such borrowing. (b) The Borrower may elect from time to time to convert any outstanding Base Overnight Rate Loan or LIBOR Loan to a Loan of the other type, or to roll over any outstanding LIBOR Loan upon the expiration of an Interest Period with respect thereto, by giving a notice to the Agent substantially in the form of Exhibit C attached hereto (a “Notice of Conversion”) (or telephonic notice confirmed in a writing substantially in the form of Exhibit C attached hereto), provided that (i) with respect to any conversion into or rollover of a LIBOR Loan, the Notice of Conversion shall be given within the time period for the giving of a Notice of Borrowing for a LIBOR Loan as set forth in Section 2.02(a), (ii) no Loan may be converted into or rolled over as a LIBOR Loan (1) if the Interest Period therefor would extend beyond the Termination Date or (2) if an a Default or Event of Default has occurred and is continuing (in which case, if the Agent has or the Required Banks have determined in its or their sole discretion not to permit such continuations, case such Loan shall automatically become a Base an Overnight Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of such any Default or Event of DefaultDefault of which the Agent has actual knowledge), (iii) a LIBOR Loan may be converted into a Base an Overnight Rate Loan or rolled over as a LIBOR Loan only on the last day of the Interest Period applicable thereto, and (iv) if the Borrower fails to give a Notice of Conversion for a LIBOR Loan the Borrower shall be deemed to have elected to convert such Loan to a Base an Overnight Rate Loan on the last day of the Interest Period applicable thereto. Conversions to and from LIBOR Loans shall be in such amounts and pursuant to such elections so that, after giving effect thereto, the aggregate principal amount of all LIBOR Loans having the same Interest Period shall equal to not be less than $1,000,000 or a larger integral multiple of $100,0001,000,000.

Notice of Borrowings. (a) The Borrower Each Borrowing shall give be made upon the Agent a borrowing Borrower's irrevocable written notice substantially in the form of Exhibit B attached hereto (a “"Notice of Borrowing”") not later than 12:00 noon (Boston time) (or telephonic notice not later than 12:00 noon (Boston time) confirmed in a writing substantially in the form of Exhibit B attached hereto not later than 1:00 12:30 p.m. (Boston time)) (i) on the Domestic Business Day of each the proposed borrowing of a Base Rate Loan and (ii) on Borrowing, appropriately completed concerning the third LIBOR Business Day before each proposed borrowing of a LIBOR Loan, in each case specifying (1) the date of such borrowing, which shall be a Domestic Business Day in the case of a Base Rate Loan or a LIBOR Business Day in the case of a LIBOR Loan, (2) whether such borrowing shall be of a Base Rate Loan or a LIBOR Loan, (3) the aggregate principal amount of such borrowing, (4) for a LIBOR Loan only, the applicable Interest Period and (5) if applicable pursuant to Section 2.03(b)(ii) hereof, wire instructionsBorrowing. Each Notice of Borrowing or oral request shall constitute a representation and warranty by the borrowing Borrower that the conditions set forth in Section 3.02(a) through@ (and, in the case of the initial Loan to be made hereunder, Section 3.01(b) through (h), (j) and (k)) 3.2 have been satisfied on the date of such notice and will be satisfied on the date of such borrowingBorrowing Date. (b) The Each Borrower may elect from time to time to convert any outstanding Base Rate Loan or LIBOR Federal Funds Rate Loan to a Loan of the other type, or to roll over any outstanding LIBOR Loan upon the expiration of an Interest Period with respect thereto, by giving a notice on the date of the conversion to the Operations Agent substantially in the form of Exhibit C attached hereto (a “"Notice of Conversion”") not later than 12:00 noon (Boston time) (or telephonic notice by 12:00 noon (Boston time) confirmed in a writing substantially in the form of Exhibit C attached heretohereto not later than 12:30 p.m. (Boston time)). (c) Notwithstanding the foregoing, provided that any Borrower may request a Swing Line Advance under this Section 2.1(c) by delivering to the Operations Agent, no later than 3:00 P.M. (iBoston time) with respect to any conversion into or rollover on the date of a LIBOR Loanthe proposed Swing Line Advance, the Notice of Conversion shall be given within the time period for the giving of a Notice of Borrowing for a LIBOR Loan as set forth Borrowing, which shall be made by facsimile transmission, confirmed immediately in Section 2.02(a), writing. (iix) no Loan may be converted into or rolled over as a LIBOR Loan (1) if Xxxxx Xxxxxx xxxl make the Interest Period therefor would extend beyond the Termination Date or (2) if an Event of Default has occurred and is continuing (in which case, if the Agent has or the Required Banks have determined in its or their sole discretion not to permit such continuations, such Loan shall automatically become a Base Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance amount of such Event of Default), (iii) a LIBOR Loan may be converted into a Base Rate Loan or rolled over as a LIBOR Loan only on the last day of the Interest Period applicable thereto, and (iv) if Swing Line Advance available to the Borrower fails requesting such Swing Line Advance at the account noticed by such Borrower to give a Notice of Conversion for a LIBOR Loan the Borrower shall be deemed to have elected to convert such Loan to a Base Rate Loan on the last day of the Interest Period applicable thereto. Conversions to and from LIBOR Loans shall be in such amounts and pursuant to such elections so that, after giving effect thereto, the aggregate principal amount of all LIBOR Loans having the same Interest Period shall equal to $1,000,000 or a larger integral multiple of $100,000State Street.

Notice of Borrowings. (a) The Borrower shall give the Agent (X) a notice substantially in the form of Exhibit B attached hereto (a “Notice of Borrowing”) not later than 12:00 noon 1:00 p.m. (Boston Eastern time) (or telephonic notice not later than 12:00 noon 1:00 p.m. (Boston Eastern time) confirmed in writing substantially in the form of Exhibit B attached hereto not later than 1:00 2:00 p.m. (Boston Eastern time)) ), in each case (i) on the Domestic Business Day of each proposed borrowing of a Base Rate Loan and (ii) on the third LIBOR Domestic Business Day before each proposed borrowing of a LIBOR SOFR Loan, in each case specifying (1) the date of such borrowing, which shall be a Domestic Business Day in the case of a Base Rate Loan or a LIBOR Business Day in the case of a LIBOR LoanDay, (2) whether such borrowing shall be of a Base Rate Loan or a LIBOR SOFR Loan, and (3) the aggregate principal amount of such borrowing, (4) for a LIBOR Loan only, the applicable Interest Period and (5Y) if applicable pursuant to Section 2.03(b)(iia duly completed Borrowing Base Report not later than 2:00 p.m. (Eastern time) hereofon the date of the proposed borrowing of the requested Loan, wire instructionsprepared as of the close of business on the Domestic Business Day immediately preceding such date. Each Notice of Borrowing or oral request shall constitute a representation and warranty by the Borrower that the conditions set forth in Section 3.02(a) through@ (and, in the case of the initial Loan to be made hereunder, Section 3.01(b) through (h3.02(c), (jd) and (k)e) hereof have been satisfied on the date of such notice and will be satisfied on the date of such borrowing. (b) The Borrower may elect from time to time to convert any outstanding Base Rate Loan or LIBOR Fixed RateSOFR Loan to a Loan of the another Type (other typethan a LIBOR Loan), or to roll over any outstanding LIBOR SOFR Loan upon the expiration of an Interest Period with respect thereto, by giving a notice to the Agent substantially in the form of Exhibit C attached hereto (a “Notice of Conversion”) (or telephonic notice confirmed in a writing substantially in the form of Exhibit C attached hereto), provided that (i) with respect to any conversion into or rollover of a LIBOR SOFR Loan, the Notice of Conversion shall be given within the time period for the giving of a Notice of Borrowing for a LIBOR SOFR Loan as set forth in Section 2.02(a)) hereof, (ii) no Loan may be converted into or rolled over as a LIBOR Loan (1) if the Interest Period therefor would extend beyond the Termination Date or (2) if an Event of Default has occurred and is continuing (in which case, if the Agent has or the Required Banks have determined in its or their sole discretion not to permit such continuations, such Loan shall automatically become a Base Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of such Event of Default)Loan, (iii) a LIBOR no Loan may be converted into or rolled (c) The Borrower may not borrow a Base Rate new SOFR Loan, or continue or convert a Loan or rolled over as a LIBOR Loan only on the last day of the Interest Period applicable theretoSOFR Loan, and (iv) if the Borrower fails to give a Notice of Conversion for a LIBOR Loan the Borrower shall be deemed to have elected to convert such Loan to a Base Rate Loan on the last day of the Interest Period applicable thereto. Conversions to and from LIBOR Loans shall be in such amounts and pursuant to such elections so that, immediately after giving effect thereto, the aggregate principal amount of all LIBOR Loans having the same thereto there would be more than five different Interest Period shall equal to $1,000,000 or a larger integral multiple of $100,000Periods.

Notice of Borrowings. (a) The Borrower Company shall give the Administrative Agent a notice substantially in the form of Exhibit B attached hereto (a “Notice of Borrowing”) not later than 12:00 noon (Boston time) (or telephonic notice not later than 12:00 noon (Boston time) confirmed in writing ), substantially in the form of Exhibit B attached hereto J hereto, not later than 1:00 p.m. 8:30 A.M. (Boston California local time)) (i) on (x) the Domestic Business Day date of each proposed borrowing of a Base Rate Loan and Borrowing, (iiy) on the third LIBOR Business Day before each proposed borrowing of a LIBOR Loan, Eurocurrency Borrowing denominated in each case specifying Dollars and (1z) the date of such borrowing, which shall be a Domestic fourth Business Day (or the fifth Business Day in the case of a Special Notice Currency) before each Eurocurrency Borrowing denominated in Alternative Currencies, specifying: (a) the date of such Borrowing, which shall be a Business Day; (b) the aggregate amount of such Borrowing; (c) whether the Loans comprising such Borrowing are to be Base Rate Loan Loans or a LIBOR Business Day Eurocurrency Loans; (d) in the case of a LIBOR Loan, (2) whether such borrowing shall be of a Base Rate Loan or a LIBOR Loan, (3) the aggregate principal amount of such borrowing, (4) for a LIBOR Loan onlyEurocurrency Borrowing, the applicable Interest Period and (5) if applicable pursuant to Section 2.03(b)(ii) hereof, wire instructions. Each Notice of Borrowing or oral request shall constitute a representation and warranty by the Borrower that the conditions set forth in Section 3.02(a) through@ (and, in the case of the initial Loan to be made hereunder, Section 3.01(b) through (h), (j) and (k)) have been satisfied on the date of such notice and will be satisfied on the date of such borrowing. (b) The Borrower may elect from time to time to convert any outstanding Base Rate Loan or LIBOR Loan to a Loan of the other type, or to roll over any outstanding LIBOR Loan upon the expiration of an Interest Period with respect thereto, by giving a notice to the Agent substantially in the form of Exhibit C attached hereto (a “Notice of Conversion”) (or telephonic notice confirmed in a writing substantially in the form of Exhibit C attached hereto), provided that (i) with respect to any conversion into or rollover of a LIBOR Loan, the Notice of Conversion shall be given within the time period for the giving of a Notice of Borrowing for a LIBOR Loan as set forth in Section 2.02(a), (ii) no Loan may be converted into or rolled over as a LIBOR Loan (1) if the Interest Period therefor would extend beyond the Termination Date or (2) if an Event of Default has occurred and is continuing (in which case, if the Agent has or the Required Banks have determined in its or their sole discretion not to permit such continuations, such Loan shall automatically become a Base Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of such Event of Default), (iii) a LIBOR Loan may be converted into a Base Rate Loan or rolled over as a LIBOR Loan only on the last day duration of the Interest Period applicable thereto, and subject to the provisions of the definition of Interest Period; and (ive) if the Borrower Currency in which the related Loans will be borrowed. If the Company fails to give specify a currency in a Notice of Conversion for a LIBOR Loan the Borrower Borrowing, then any Revolving Loans requested therein shall be deemed made in Dollars. Not more than (i) twelve Interest Periods with respect to have elected Eurocurrency Loans under the Revolving Commitments, (ii) twelve Interest Periods with respect to convert such Loan Eurocurrency Loans under the Term A Loans, and (iii) four Interest Periods with respect to a Base Rate Loan on the last day of the Interest Period applicable thereto. Conversions to and from LIBOR Loans Term B Loans, shall be in such amounts and pursuant to such elections so that, after giving effect thereto, the aggregate principal amount of all LIBOR Loans having the same Interest Period shall equal to $1,000,000 or a larger integral multiple of $100,000at any time.

Notice of Borrowings. (a) The Borrower shall give the Agent (X) a notice substantially in the form of Exhibit B attached hereto (a “Notice of Borrowing”) not later than 12:00 noon p.m. (Boston time) (or telephonic notice not later than 12:00 noon p.m. (Boston time) confirmed in writing substantially in the form of Exhibit B attached hereto not later than 1:00 p.m. (Boston time)) ), in each case (i) on the Domestic Business Day of each proposed borrowing of a Base an Overnight Rate Loan and (ii) on the third LIBOR Business Day before each proposed borrowing of a LIBOR Loan, in each case specifying (1) the date of such borrowing, which shall be a Domestic Business Day in the case of a Base an Overnight Rate Loan or a LIBOR Business Day in the case of a LIBOR Loan, (2) whether such borrowing shall be of a Base an Overnight Rate Loan or a LIBOR Loan, (3) the aggregate principal amount of such borrowing, and (4) for in the case of a LIBOR Loan onlyLoan, the applicable Interest Period therefor (which shall comply with Section 2.02(c) hereof), and (5Y) if applicable pursuant to Section 2.03(b)(iia duly completed Borrowing Base Report not later than 2:00 p.m. (Boston time) hereofon the date of the proposed borrowing of the requested Loan, wire instructionsprepared as of the close of business on the Domestic Business Day immediately preceding such date. Each Notice of Borrowing or oral request shall constitute a representation and warranty by the Borrower that the conditions set forth in Section 3.02(a) through@ (and, in the case of the initial Loan to be made hereunder, Section 3.01(b) through (h3.02(c), (jd) and (k)e) hereof have been satisfied on the date of such notice and will be satisfied on the date of such borrowing. (b) The Borrower may elect from time to time to convert any outstanding Base Overnight Rate Loan or LIBOR Loan to a Loan of the other type, or to roll over any outstanding LIBOR Loan upon the expiration of an Interest Period with respect thereto, by giving a notice to the Agent substantially in the form of Exhibit C attached hereto (a “Notice of Conversion”) (or telephonic notice confirmed in a writing substantially in the form of Exhibit C attached hereto), provided that (i) with respect to any conversion into or rollover of a LIBOR Loan, the Notice of Conversion shall be given within the time period for the giving of a Notice of Borrowing for a LIBOR Loan as set forth in Section 2.02(a)) hereof, (ii) no Loan may be converted into or rolled over as a LIBOR Loan (1) if the Interest Period therefor would extend beyond the Termination Date except in compliance with Section 2.02(c) hereof, or (2) if an Event of Default under Sections 6.01(a), 6.01(g) or 6.01(h) hereof has occurred and is continuing (in which case, if the Agent has or the Required Banks have determined in its or their sole discretion not to permit such continuations, case such Loan shall automatically become a Base an Overnight Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of such any Event of Default), (iii) a LIBOR Loan may be converted into a Base an Overnight Rate Loan or rolled over as a LIBOR Loan only on the last day of the Interest Period applicable thereto, and (iv) if the Borrower fails to give a timely Notice of Conversion for a LIBOR Loan Loan, the Borrower shall be deemed to have elected to convert continue such Loan to as a Base Rate LIBOR Loan on having a one month Interest Period from the last day of the Interest Period applicable thereto. Conversions to and from LIBOR Loans shall be in such amounts and pursuant to such elections so that, after giving effect thereto, the aggregate principal amount of all LIBOR Loans having the same Interest Period shall equal to $1,000,000 not be less than the Approved Borrowing Amount. (c) The Borrower may not elect an Interest Period for a new LIBOR Loan, or continue or convert a larger integral multiple of $100,000Loan as a LIBOR Loan, if immediately after giving effect thereto there would be more than five different Interest Periods.

Notice of Borrowings. (a) The Borrower shall give the Agent (X) a notice substantially in the form of Exhibit B attached hereto (a “Notice of Borrowing”) not later than 12:00 noon 2:00 p.m. (Boston time) (or telephonic notice not later than 12:00 noon 2:00 p.m. (Boston time) confirmed in writing substantially in the form of Exhibit B attached hereto not later than 1:00 3:00 p.m. (Boston time)) ), in each case (i) on the Domestic Business Day of each proposed borrowing of a Base an Overnight Rate Loan and (ii) on the third second LIBOR Business Day before each proposed borrowing of a LIBOR Loan, in each case specifying (1) the date of such borrowing, which shall be a Domestic Business Day in the case of a Base an Overnight Rate Loan or a LIBOR Business Day in the case of a LIBOR Loan, (2) whether such borrowing shall be of a Base an Overnight Rate Loan or a LIBOR Loan, (3) the aggregate principal amount of such borrowing, and (4) for in the case of a LIBOR Loan onlyLoan, the applicable Interest Period therefor (which shall comply with Section 2.02(c) hereof), and (5Y) if applicable pursuant to Section 2.03(b)(iia duly completed Compliance Certificate not later than 2:00 p.m. (Boston time) hereofon the date of the proposed borrowing of the requested Loan, wire instructionsprepared as of the close of business on the Domestic Business Day immediately preceding such date. Each Notice of Borrowing or oral request shall constitute a representation and warranty by the Borrower that the conditions set forth in Section 3.02(a) through@ (and, in the case of the initial Loan to be made hereunder, Section 3.01(b) through (h3.02(c), (jd) and (k)e) have been satisfied on the date of such notice and will be satisfied on the date of such borrowing. (b) The Borrower may elect from time to time to convert any outstanding Base Overnight Rate Loan or LIBOR Loan to a Loan of the other type, or to roll over any outstanding LIBOR Loan upon the expiration of an Interest Period with respect thereto, by giving a notice to the Agent substantially in the form of Exhibit C attached hereto (a “Notice of Conversion”) (or telephonic notice confirmed in a writing substantially in the form of Exhibit C attached hereto), provided that (i) with respect to any conversion into or rollover of a LIBOR Loan, the Notice of Conversion shall be given within the time period for the giving of a Notice of Borrowing for a LIBOR Loan as set forth in Section 2.02(a), (ii) no Loan may be converted into or rolled over as a LIBOR Loan (1) if the Interest Period therefor would extend beyond the Termination Date except in compliance with Section 2.02(c) hereof, or (2) if an Event of Default has occurred and is continuing (in which case, if the Agent has or the Required Banks have determined in its or their sole discretion not to permit such continuations, case such Loan shall automatically become a Base an Overnight Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of such any Event of Default), and (iii) a LIBOR Loan may be converted into a Base Rate Loan or rolled over as a LIBOR Loan only on the last day of the Interest Period applicable thereto, and (iv) if the Borrower fails to give a timely Notice of Conversion for a LIBOR Loan Loan, the Borrower shall be deemed to have elected to convert continue such Loan to as a Base Rate LIBOR Loan on having a one month Interest Period from the last day of the Interest Period applicable thereto. Conversions to and from LIBOR Loans shall be in such amounts and pursuant to such elections so that, after giving effect thereto, the aggregate principal amount of all LIBOR Loans having the same Interest Period shall equal to $1,000,000 not be less than the Approved Borrowing Amount. (c) The Borrower may not elect an Interest Period for a new LIBOR Loan, or continue or convert a larger integral multiple of $100,000Loan as a LIBOR Loan, if immediately after giving effect thereto there would be more than ten different Interest Periods.

Notice of Borrowings. (a) The Borrower Each Borrowing shall give be made upon the Agent a borrowing Borrower’s irrevocable written notice substantially in the form of Exhibit B attached hereto (a “Notice of Borrowing”) not later than 12:00 noon 11:00 a.m. (Boston Chicago time) (or telephonic notice not later than 12:00 noon 11:00 a.m. (Boston Chicago time) confirmed in a writing substantially in the form of Exhibit B attached hereto not later than 1:00 p.m. 11:30 a.m. (Boston Chicago time)) (i) on the Domestic Business Day of each the proposed borrowing of a Base Rate Loan and (ii) on Borrowing, appropriately completed concerning the third LIBOR Business Day before each proposed borrowing of a LIBOR Loan, in each case specifying (1) the date of such borrowing, which shall be a Domestic Business Day in the case of a Base Rate Loan or a LIBOR Business Day in the case of a LIBOR Loan, (2) whether such borrowing shall be of a Base Rate Loan or a LIBOR Loan, (3) the aggregate principal amount of such borrowing, (4) for a LIBOR Loan only, the applicable Interest Period and (5) if applicable pursuant to Section 2.03(b)(ii) hereof, wire instructionsBorrowing. Each Notice of Borrowing or oral request shall constitute a representation and warranty by the borrowing Borrower that the conditions set forth in Section 3.02(a) through@ (and, in the case of the initial Loan to be made hereunder, Section 3.01(b) through (h), (j) and (k)) 3.2 have been satisfied on the date of such notice and will be satisfied on the date of such borrowingBorrowing Date. (b) The Each Borrower may elect from time to time to convert any outstanding Base Rate Loan or LIBOR Federal Funds Rate Loan to a Loan of the other type, or to roll over any outstanding LIBOR Loan upon the expiration of an Interest Period with respect thereto, by giving a notice on the date of the conversion to the Administrative Agent substantially in the form of Exhibit C attached hereto (a “Notice of Conversion”) not later than 10:00 a.m. (Chicago time) (or telephonic notice by 10:00 a.m. (Chicago time) confirmed in a writing substantially in the form of Exhibit C attached heretohereto not later than 10:30 a.m. (Chicago time)). (c) Notwithstanding the foregoing, provided that any Borrower may request a Swing Line Advance under this Section 2.2(c) by delivering to the Administrative Agent, no later than 3:00 p.m. (iChicago time) with respect to any conversion into or rollover on the date of a LIBOR Loanthe proposed Swing Line Advance, the Notice of Conversion shall be given within the time period for the giving of a Notice of Borrowing for Borrowing, which shall be made by facsimile transmission. The Administrative Agent will promptly advise the Swing Line Lenders of any such notice received from any such Borrower. (d) Each Swing Line Lender will make a LIBOR Loan as set forth in Section 2.02(a)pro rata amount (equal to the total Swing Line Advance amount requested, (iidivided by three) no Loan may be converted into or rolled over as a LIBOR Loan (1) if the Interest Period therefor would extend beyond the Termination Date or (2) if an Event of Default has occurred and is continuing (in which case, if the Agent has or the Required Banks have determined in its or their sole discretion not to permit such continuations, such Loan shall automatically become a Base Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of such Event of Default), (iii) a LIBOR Loan may be converted into a Base Rate Loan or rolled over as a LIBOR Loan only on the last day of the Interest Period applicable thereto, and (iv) if Swing Line Advance available to the Borrower fails requesting such Swing Line Advance at the account noticed by such Borrower to give a Notice of Conversion for a LIBOR Loan the Borrower shall be deemed to have elected to convert such Loan to a Base Rate Loan on the last day of the Interest Period applicable thereto. Conversions to and from LIBOR Loans shall be in such amounts and pursuant to such elections so that, after giving effect thereto, the aggregate principal amount of all LIBOR Loans having the same Interest Period shall equal to $1,000,000 or a larger integral multiple of $100,000Administrative Agent.

Notice of Borrowings. (a) The Borrower shall give the Administrative Agent a notice substantially in the form of Exhibit B attached hereto B-1 (a “"Notice of Borrowing”") by telecopier, confirmed immediately in writing, not later than (x) 11:00 A.M. (New York City time) on the date of each Base Rate Borrowing, and (y) 12:00 noon (Boston New York City time) (or telephonic notice not later than 12:00 noon (Boston time) confirmed in writing substantially in the form of Exhibit B attached hereto not later than 1:00 p.m. (Boston time)) (i) on the Domestic Business Day of each proposed borrowing of a Base Rate Loan and (ii) on the third LIBOR Euro-Dollar Business Day before each proposed borrowing of a LIBOR LoanEuro-Dollar Borrowing, in each case specifying specifying: (1i) the date of such borrowingBorrowing, which shall be a Domestic Business Day in the case of a Base Rate Loan Borrowing or a LIBOR Euro-Dollar Business Day in the case of a LIBOR Loan, Euro-Dollar Borrowing; (2) whether such borrowing shall be of a Base Rate Loan or a LIBOR Loan, (3ii) the aggregate principal amount of such borrowing, Borrowing; (4iii) for a LIBOR Loan only, whether the applicable Interest Period and Loans comprising such Borrowing are to be Base Rate Loans or Euro-Dollar Loans; (5iv) if applicable pursuant to Section 2.03(b)(ii) hereof, wire instructions. Each Notice of Borrowing or oral request shall constitute a representation and warranty by the Borrower that the conditions set forth in Section 3.02(a) through@ (and, in the case of the initial Loan to be made hereunder, Section 3.01(b) through (h), (j) and (k)) have been satisfied on the date of such notice and will be satisfied on the date of such borrowing. (b) The Borrower may elect from time to time to convert any outstanding Base Rate Loan or LIBOR Loan to a Loan of the other type, or to roll over any outstanding LIBOR Loan upon the expiration of an Interest Period with respect thereto, by giving a notice to the Agent substantially in the form of Exhibit C attached hereto (a “Notice of Conversion”) (or telephonic notice confirmed in a writing substantially in the form of Exhibit C attached hereto), provided that (i) with respect to any conversion into or rollover of a LIBOR LoanEuro-Dollar Borrowing, the Notice of Conversion shall be given within the time period for the giving of a Notice of Borrowing for a LIBOR Loan as set forth in Section 2.02(a), (ii) no Loan may be converted into or rolled over as a LIBOR Loan (1) if the Interest Period therefor would extend beyond the Termination Date or (2) if an Event of Default has occurred and is continuing (in which case, if the Agent has or the Required Banks have determined in its or their sole discretion not to permit such continuations, such Loan shall automatically become a Base Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of such Event of Default), (iii) a LIBOR Loan may be converted into a Base Rate Loan or rolled over as a LIBOR Loan only on the last day duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period; and (v) the Borrower's long-term senior unsecured debt ratings from S&P and Xxxxx'x in effect on the date of such Borrowing. (ivb) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select a Euro-Dollar Loan for any Borrowing or with respect to the Conversion or continuance of any Borrowing if the Borrower fails to give a Notice aggregate amount of such Borrowing or such Conversion for a LIBOR Loan the Borrower or continuance is less than $5,000,000; and (ii) there shall be deemed no more than five Interest Periods relating to have elected to convert such Loan to a Base Rate Loan on the last day Borrowings consisting of the Interest Period applicable thereto. Conversions to and from LIBOR Euro-Dollar Loans shall be in such amounts and pursuant to such elections so that, after giving effect thereto, the aggregate principal amount of all LIBOR Loans having the same Interest Period shall equal to $1,000,000 or a larger integral multiple of $100,000outstanding at any time.

Notice of Borrowings. (a) The Borrower shall give the Agent a notice substantially in the form of Exhibit B attached hereto (a “Notice of Borrowing”) not later than 12:00 noon (Boston time) (or telephonic notice not later than 12:00 noon (Boston time) confirmed in writing substantially in the form of Exhibit B attached hereto not later than 1:00 p.m. (Boston time)) (i) on the Domestic Business Day of each proposed borrowing of a Base an Overnight Rate Loan and (ii) on the third LIBOR Business Day before each proposed borrowing of a LIBOR Loan, in each case specifying (1) the date of such borrowing, which shall be a Domestic Business Day in the case of a Base an Overnight Rate Loan or a LIBOR Business Day in the case of a LIBOR Loan, (2) whether such borrowing shall be of a Base an Overnight Rate Loan or a LIBOR Loan, (3) the aggregate principal amount of such borrowing, (4) for a LIBOR Loan only, the applicable Interest Period and (5) if applicable pursuant to Section 2.03(b)(ii) hereof, wire instructions. Each Notice of Borrowing or oral request shall constitute a representation and warranty by the Borrower that the conditions set forth in Section 3.02(a) through@ (and, in the case of the initial Loan to be made hereunder, Section 3.01(b3.02(b) through (h), (j) and (k)d) have been satisfied on the date of such notice and will be satisfied on the date of such borrowing. (b) The Borrower may elect from time to time to convert any outstanding Base Overnight Rate Loan or LIBOR Loan to a Loan of the other type, or to roll over any outstanding LIBOR Loan upon the expiration of an Interest Period with respect thereto, by giving a notice to the Agent substantially in the form of Exhibit C H attached hereto (a “Notice of Conversion”) (or telephonic notice confirmed in a writing substantially in the form of Exhibit C H attached hereto), provided that (i) with respect to any conversion into or rollover of a LIBOR Loan, the Notice of Conversion shall be given within the time period for the giving of a Notice of Borrowing for a LIBOR Loan as set forth in Section 2.02(a), (ii) no Loan may be converted into or rolled over as a LIBOR Loan (1) if the Interest Period therefor would extend beyond the Termination Date or (2) if an Event of Default has occurred and is continuing (in which case, if the Agent has or the Required Banks have determined in its or their sole discretion not to permit such continuations, such Loan shall automatically become a Base an Overnight Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of such Event of Default), (iii) a LIBOR Loan may be converted into a Base an Overnight Rate Loan or rolled over as a LIBOR Loan only on the last day of the Interest Period applicable thereto, and (iv) if the Borrower fails to give a Notice of Conversion for a LIBOR Loan the Borrower shall be deemed to have elected to convert such Loan to a Base an Overnight Rate Loan on the last day of the Interest Period applicable thereto. Conversions to and from LIBOR Loans shall be in such amounts and pursuant to such elections so that, after giving effect thereto, the aggregate principal amount of all LIBOR Loans having the same Interest Period shall equal to $1,000,000 or a larger integral multiple of $100,000.

Notice of Borrowings. (a) The Borrower shall give the Agent a notice substantially in the form of Exhibit B attached hereto (a “Notice of Borrowing”) not later than 12:00 noon (Boston time) (or telephonic notice not later than 12:00 noon (Boston time) confirmed in writing substantially in the form of Exhibit B attached hereto not later than 1:00 p.m. (Boston time)) (i) on the Domestic Business Day of each proposed borrowing of a Base Rate Loan and (ii) on the third LIBOR Business Day before each proposed borrowing of a LIBOR Loan, in each case specifying (1) the date of such borrowing, which shall be a Domestic Business Day in the case of a Base Rate Loan or a LIBOR Business Day in the case of a LIBOR Loan, (2) whether such borrowing shall be of a Base Rate Loan or a LIBOR Loan, (3) the aggregate principal amount of such borrowing, (4) for a LIBOR Loan only, the applicable Interest Period and (5) if applicable pursuant to Section 2.03(b)(ii2.03(b)(y) hereof, wire instructions. Each Notice of Borrowing or oral request shall constitute a representation and warranty by the Borrower that the conditions set forth in Section 3.02(a) through@ through (d) (and, in the case of the initial Loan to be made hereunder, Section 3.01(b) through (h), and (j) and (k)) have been satisfied on the date of such notice and will be satisfied on the date of such borrowing. (b) The Borrower may elect from time to time to convert any outstanding Base Rate Loan or LIBOR Loan to a Loan of the other type, or to roll over any outstanding LIBOR Loan upon the expiration of an Interest Period with respect thereto, by giving a notice to the Agent substantially in the form of Exhibit C attached hereto (a “Notice of Conversion”) (or telephonic notice confirmed in a writing substantially in the form of Exhibit C attached hereto), provided that (i) with respect to any conversion into or rollover of a LIBOR Loan, the Notice of Conversion shall be given within the time period for the giving of a Notice of Borrowing for a LIBOR Loan as set forth in Section 2.02(a), (ii) no Loan may be converted into or rolled over as a LIBOR Loan (1) if the Interest Period therefor would extend beyond the Termination Date or (2) if an Event of Default has occurred and is continuing (in which case, if the Agent has or the Required Banks have determined in its or their sole discretion not to permit such continuations, such Loan shall automatically become a Base Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of such Event of Default), (iii) a LIBOR Loan may be converted into a Base Rate Loan or rolled over as a LIBOR Loan only on the last day of the Interest Period applicable thereto, and (iv) if the Borrower fails to give a Notice of Conversion for a LIBOR Loan the Borrower shall be deemed to have elected to convert such Loan to a Base Rate Loan on the last day of the Interest Period applicable thereto. Conversions to and from LIBOR Loans shall be in such amounts and pursuant to such elections so that, after giving effect thereto, the aggregate principal amount of all LIBOR Loans having the same Interest Period shall equal to $1,000,000 or a larger integral multiple of $100,000.

Notice of Borrowings. In order to request a Borrowing, a Borrower shall give written notice by fax or email (in .pdf or .tif format) (a) The Borrower shall give the Agent a notice substantially in the form of Exhibit B attached hereto (a “Notice of Borrowing”) not later than 12:00 noon (Boston time) (or telephonic notice not later than 12:00 noon (Boston time) confirmed in writing substantially in the form of Exhibit B attached hereto not later than 1:00 p.m. (Boston time)) (i) on the Domestic Business Day of each proposed borrowing of a Base Rate Loan and (ii) on the third LIBOR Business Day before each proposed borrowing of a LIBOR Loan, in each case specifying (1) the date of such borrowing, which shall be a Domestic Business Day in the case of a Base Rate Loan or a LIBOR Borrowing, to the Administrative Agent not later than 12:00 noon, New York City time, on the Business Day of such proposed Borrowing or (b) in the case of a LIBOR LoanBorrowing, to the Administrative Agent not later than 10:00 a.m., Local Time, three Business Days before such proposed Borrowing. Such notice shall be irrevocable, and shall in each case refer to this Agreement and specify (2i) whether such borrowing shall Borrowing is to be denominated in Dollars or Euros; (ii) in the case of a Borrowing denominated in Dollars, whether such Borrowing is to be a LIBOR Borrowing or a Base Rate Loan or Borrowing; (iii) the date of such Borrowing (which shall be a Business Day) and the amount thereof; (iv) if such Borrowing is to be a LIBOR LoanBorrowing, the Interest Period with respect thereto; (3v) the aggregate principal amount location and number of such borrowing, (4) for a LIBOR Loan only, the applicable Interest Period and (5) if applicable pursuant to Section 2.03(b)(ii) hereof, wire instructions. Each Notice account of Borrowing or oral request shall constitute a representation and warranty by the Borrower that to which funds are to be disbursed, which shall comply with the conditions set forth in requirements of Section 3.02(a) through@ (and2.02(c), or, in the case of any Base Rate Borrowing requested to finance the initial Loan to be made hereunder, reimbursement of a Reimbursement Obligation as provided in Section 3.01(b) through (h2.22(h), the identity of the applicable Issuer; and (jvi) that as of such date Sections 4.03(a) and (k)4.03(b) have been satisfied on are satisfied. In the date case of a Borrowing denominated in Dollars, if no election as to the Type of Borrowing is specified in any such notice and will notice, then such requested Borrowing shall be satisfied on the date of such borrowing. (b) The Borrower may elect from time to time to convert any outstanding a Base Rate Loan or LIBOR Loan to a Loan of the other type, or to roll over any outstanding LIBOR Loan upon the expiration of an Borrowing. If no Interest Period with respect thereto, by giving a notice to the Agent substantially in the form of Exhibit C attached hereto (a “Notice of Conversion”) (or telephonic notice confirmed in a writing substantially in the form of Exhibit C attached hereto), provided that (i) with respect to any conversion into or rollover of a LIBOR LoanBorrowing is specified in any such notice, then the Notice of Conversion shall be given within Borrower giving the time period for the giving of a Notice notice of Borrowing for a LIBOR Loan as set forth in Section 2.02(a), (ii) no Loan may be converted into or rolled over as a LIBOR Loan (1) if the Interest Period therefor would extend beyond the Termination Date or (2) if an Event of Default has occurred and is continuing (in which case, if the Agent has or the Required Banks have determined in its or their sole discretion not to permit such continuations, such Loan shall automatically become a Base Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of such Event of Default), (iii) a LIBOR Loan may be converted into a Base Rate Loan or rolled over as a LIBOR Loan only on the last day of the Interest Period applicable thereto, and (iv) if the Borrower fails to give a Notice of Conversion for a LIBOR Loan the Borrower shall be deemed to have elected selected an Interest Period of one month’s duration. The Administrative Agent shall promptly advise the Lenders of any notice given pursuant to convert such Loan to a Base Rate Loan on the last day this Section 2.03 and of each Lender’s portion of the Interest Period applicable thereto. Conversions to and from LIBOR Loans shall be in such amounts and pursuant to such elections so that, after giving effect thereto, the aggregate principal amount of all LIBOR Loans having the same Interest Period shall equal to $1,000,000 or a larger integral multiple of $100,000requested Borrowing.

Notice of Borrowings. (a) The Borrower shall give the Agent a notice substantially in the form of Exhibit B attached hereto (a “Notice of Borrowing”) not later than 12:00 noon (Boston time) (or telephonic notice not later than 12:00 noon (Boston time) confirmed in writing substantially in the form of Exhibit B attached hereto not later than 1:00 p.m. (Boston time)) (i) on the Domestic Business Day of each proposed borrowing of a Base Rate Loan and (ii) on the third LIBOR Business Day before each proposed borrowing of a LIBOR Loan, in each case specifying (1) the date of such borrowing, which shall be a Domestic Business Day in the case of a Base Rate Loan or a LIBOR Business Day in the case of a LIBOR Loan, (2) whether such borrowing shall be of a Base Rate Loan or a LIBOR Loan, (3) the aggregate principal amount of such borrowing, (4) for a LIBOR Loan only, the applicable Interest Period and (5) if applicable pursuant to Section 2.03(b)(ii2.03(b)(y) hereof, wire instructions. Each Notice of Borrowing or oral request shall constitute a representation and warranty by the Borrower that the conditions set forth in Section 3.02(a) through@ through (d) (and, in the case of the initial Loan to be made hereunder, Section 3.01(b3.0l(b) through (hg), (j) and (ki) through (l)) have been satisfied on the date of such notice and will be satisfied on the date of such borrowing. (b) The Borrower may elect from time to time to convert any outstanding Base Rate Loan or LIBOR Loan to a Loan of the other type, or to roll over any outstanding LIBOR Loan upon the expiration of an Interest Period with respect thereto, by giving a notice to the Agent substantially in the form of Exhibit C attached hereto (a “Notice of Conversion”) (or telephonic notice confirmed in a writing substantially in the form of Exhibit C attached hereto), provided that (i) with respect to any conversion into or rollover of a LIBOR Loan, the Notice of Conversion shall be given within the time period for the giving of a Notice of Borrowing for a LIBOR Loan as set forth in Section 2.02(a), (ii) no Loan may be converted into or rolled over as a LIBOR Loan (1) if the Interest Period therefor would extend beyond the Termination Date or (2) if an Event of Default has occurred and is continuing (in which case, if the Agent has or the Required Banks have determined in its or their sole discretion not to permit such continuations, such Loan shall automatically become a Base Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of such Event of Default), (iii) a LIBOR Loan may be converted into a Base Rate Loan or rolled over as a LIBOR LlBOR Loan only on the last day of the Interest Period applicable thereto, and (iv) if the Borrower fails to give a Notice of Conversion for a LIBOR Loan the Borrower shall be deemed to have elected to convert such Loan to a Base Rate Loan on the last day of the Interest Period applicable thereto. Conversions to and from LIBOR Loans shall be in such amounts and pursuant to such elections so that, after giving effect thereto, the aggregate principal amount of all LIBOR Loans having the same Interest Period shall equal to $1,000,000 or a larger integral multiple of $100,000.

Notice of Borrowings. (a) The Borrower shall give the Administrative Agent a notice substantially in the form of Exhibit B attached hereto (a “"Notice of Borrowing”") not later than 12:00 noon 10:30 A.M. (Boston Boston, Massachusetts time) on (or telephonic notice not later than 12:00 noon (Boston timex) confirmed in writing substantially in the form of Exhibit B attached hereto not later than 1:00 p.m. (Boston time)) (i) on the Domestic Business Day of each proposed borrowing of a Base Rate Loan Borrowing, and (iiy) on the third LIBOR Euro-Dollar Business Day before next preceding each proposed borrowing of a LIBOR Loan, in each case specifying Euro- Dollar Borrowing; specifying: (1i) the date of such borrowingBorrowing, which shall be a Domestic Business Day in the case of a Base Rate Loan Borrowing or a LIBOR Euro-Dollar Business Day in the case of a LIBOR Loan, Euro-Dollar Borrowing. (2) whether such borrowing shall be of a Base Rate Loan or a LIBOR Loan, (3ii) the aggregate principal amount of such borrowingBorrowing, which shall be $3,000,000 or any larger multiple of $1,000,000 (4except that any Borrowing may be in the aggregate amount available hereunder in accordance with Section 3.02(b)), (iii) for whether the Loans comprising such Borrowing are initially to be Base Rate Loans or Euro-Dollar Loans, and (iv) in the case of a LIBOR Loan onlyEuro-Dollar Borrowing, the applicable duration of the initial Interest Period applicable thereto, subject to the provisions of the definition of Interest Period. (b) Upon receipt of a Notice of Borrowing, the Administrative Agent shall promptly notify each Bank of the contents thereof and of such Bank's share (5if any) if applicable of such Borrowing and such Notice of Borrowing shall not thereafter be revocable by the Borrower. (c) Not later than 12:00 Noon (Boston, Massachusetts time) on the date of each Borrowing, each Bank shall make available its share of such Borrowing, in Federal or other funds immediately available in Boston, Massachusetts, to the Administrative Agent at its address specified in or pursuant to Section 2.03(b)(ii) hereof9.01. Unless the Administrative Agent determines that any applicable condition specified in Article 3 has not been satisfied, wire instructions. Each Notice of Borrowing or oral request shall constitute a representation and warranty by the Administrative Agent will make the funds so received from the Banks available to the Borrower at the Administrative Agent's aforesaid address. (d) Unless the Administrative Agent shall have received notice from a Bank prior to the date of any Borrowing that such Bank will not make available to the conditions set forth Administrative Agent such Bank's share of such Borrowing, the Administrative Agent may assume that such Bank has made such share available to the Administrative Agent on the date of such Borrowing in accordance with subsection (c) of this Section 3.02(a2.02 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such share available to the Administrative Agent, such Bank and the Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at (i) through@ (and, in the case of the initial Borrower, a rate per annum equal to the higher of the Federal Funds Rate and the interest rate applicable thereto pursuant to Section 2.05 and (ii) in the case of such Bank, the Federal Funds Rate. If such Bank shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Bank's Loan included in such Borrowing for purposes of this Agreement. The failure of any Bank to make the Loan to be made hereunderby it as part of any Borrowing shall not relieve any other Bank of its obligation, Section 3.01(b) through (h)if any, (j) hereunder to make its Loan, and (k)) have been satisfied on no Bank shall be responsible for the date failure of such notice and will be satisfied on the date of such borrowing. (b) The Borrower may elect from time any other Bank to time to convert make any outstanding Base Rate Loan or LIBOR Loan to a Loan of the be made by such other type, or to roll over any outstanding LIBOR Loan upon the expiration of an Interest Period with respect thereto, by giving a notice to the Agent substantially in the form of Exhibit C attached hereto (a “Notice of Conversion”) (or telephonic notice confirmed in a writing substantially in the form of Exhibit C attached hereto), provided that (i) with respect to any conversion into or rollover of a LIBOR Loan, the Notice of Conversion shall be given within the time period for the giving of a Notice of Borrowing for a LIBOR Loan as set forth in Section 2.02(a), (ii) no Loan may be converted into or rolled over as a LIBOR Loan (1) if the Interest Period therefor would extend beyond the Termination Date or (2) if an Event of Default has occurred and is continuing (in which case, if the Agent has or the Required Banks have determined in its or their sole discretion not to permit such continuations, such Loan shall automatically become a Base Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of such Event of Default), (iii) a LIBOR Loan may be converted into a Base Rate Loan or rolled over as a LIBOR Loan only on the last day of the Interest Period applicable thereto, and (iv) if the Borrower fails to give a Notice of Conversion for a LIBOR Loan the Borrower shall be deemed to have elected to convert such Loan to a Base Rate Loan on the last day of the Interest Period applicable thereto. Conversions to and from LIBOR Loans shall be in such amounts and pursuant to such elections so that, after giving effect thereto, the aggregate principal amount of all LIBOR Loans having the same Interest Period shall equal to $1,000,000 or a larger integral multiple of $100,000Bank hereunder.

Notice of Borrowings. (a) The Borrower shall give the Agent (X) a notice substantially in the form of Exhibit B attached hereto (a “Notice of Borrowing”) not later than 12:00 noon p.m. (Boston time) (or telephonic notice not later than 12:00 noon p.m. (Boston time) confirmed in writing substantially in the form of Exhibit B attached hereto not later than 1:00 2:00 p.m. (Boston time)) (i) on the Domestic Business Day of each proposed borrowing of a Base Rate Loan and or Overnight Rate Loan, (ii) on the third LIBOR second Rate Setting Business Day before each proposed borrowing of a LIBOR SOFR Loan, or a EURIBOR Loan, or Alternate Currency Loan denominated in Canadian Dollars and (iii) on the third Rate Setting Business Day before each proposed borrowing of an Alternate Currency Loan in Australian Dollars, in each case specifying (1) the date of such borrowing, which shall be a Domestic Business Day in the case of a Base Rate Loan or Overnight Loan or a LIBOR Rate Setting Business Day in the case of a LIBOR Fixed Rate Loan, (2) whether such borrowing shall be of a Base Rate Loan, an Overnight Rate Loan, a SOFR Loan, a EURIBOR Loan or an Alternate Currency Loan (other than an Overnight Rate Loan or a LIBOR EURIBOR Loan) and, in the case of an Alternate Currency Loan, setting forth the Alternate Currency of such Loan, (3) the aggregate principal amount of such borrowing, and (4) for in the case of a LIBOR Loan onlyFixed Rate Loan, the applicable Interest Period therefor (which shall comply with Section 2.02(c) hereof), and (5Y) if applicable pursuant to Section 2.03(b)(iia certificate signed by an Authorized Signatory stating that no material change has occurred since the date the last Borrowing Base Report was delivered, not later than 2:00 p.m. (Boston time) hereof, wire instructionson the date of the proposed borrowing of the requested Loan. Each Notice of Borrowing or oral request shall constitute a representation and warranty by the Borrower that the conditions set forth in Section 3.02(a) through@ (and, in the case of the initial Loan to be made hereunder, Section 3.01(b) through (h3.02(c), (jd) and (k)e) have been satisfied on the date of such notice and will be satisfied on the date of such borrowing. (b) The Borrower may elect from time to time to (I) convert any outstanding Base Rate Loan or LIBOR to a SOFR Loan, (II) convert any outstanding SOFR Loan to a Loan of the other typeBase Rate Loan, or (III) to roll over any outstanding LIBOR Fixed Rate Loan upon the expiration of an Interest Period with respect theretothereto into a Fixed Rate Loan of the same currency, by giving a notice to the Agent substantially in the form of Exhibit C attached hereto (a “Notice of Conversion”) (or telephonic notice confirmed in a writing substantially in the form of Exhibit C attached hereto), provided that (i) with respect to any conversion into or rollover of a LIBOR Fixed Rate Loan, the Notice of Conversion shall be given within the time period for the giving of a Notice of Borrowing for a LIBOR such Fixed Rate Loan as set forth in Section 2.02(a), (ii) no Loan may be converted into or rolled over as a LIBOR SOFR Loan (1) if the Interest Period therefor would extend beyond the Termination Date except in compliance with Section 2.02(c) hereof, or (2) if an Event of Default has occurred and is continuing (in which case, if the Agent has or the Required Banks have determined in its or their sole discretion not to permit such continuations, case such Loan shall automatically become a Base Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of such any Event of Default), (iii) a LIBOR Fixed Rate Loan may be rolled over as a Fixed Rate Loan only on the last day of the Interest Period applicable thereto, (iv) a SOFR Loan may be converted into a Base Rate Loan or rolled over as a LIBOR Loan only on the last day of the Interest Period applicable thereto, and (ivv) if the Borrower fails to give a timely Notice of Conversion for a LIBOR Loan Fixed Rate Loan, the Borrower shall be deemed to have elected to convert continue such Loan to a Base Fixed Rate Loan on as a Fixed Rate Loan of the same currency having a one month Interest Period from the last day of the Interest Period applicable thereto. Conversions to and from LIBOR Loans SOFR Loans, and all roll overs, shall be in such amounts and pursuant to such elections so that, after giving effect thereto, the aggregate principal amount of all LIBOR SOFR Loans having the same Interest Period shall equal not be less than the Approved Borrowing Amount. All roll overs of Alternate Currency Loans in a single currency, shall be in such amounts and pursuant to $1,000,000 such elections so that, after giving effect thereto, the aggregate principal amount of all Alternate Currency Loans of the same currency having the same Interest Period shall not be less than the Approved Borrowing Amount. (c) The Borrower may not elect an Interest Period for a new Fixed Rate Loan, or continue or convert a larger integral multiple of $100,000Loan as a Fixed Rate Loan, if immediately after giving effect thereto there would be more than six different Interest Periods.

Notice of Borrowings. (a) The Borrower shall give the Agent a notice substantially in the form of Exhibit B attached hereto (a “"Notice of Borrowing”") not later than 12:00 noon 10:30 A.M. (Boston New York City time) on (or telephonic notice not later than 12:00 noon (Boston timex) confirmed in writing substantially in the form of Exhibit B attached hereto not later than 1:00 p.m. (Boston time)) (i) on the Domestic Business Day of each proposed borrowing of a Base Rate Loan Borrowing, (y) the second Domestic Business Day next preceding each CD Borrowing and (iiz) on the third LIBOR Euro-Dollar Business Day before next preceding each proposed borrowing of a LIBOR LoanEuro-Dollar Borrowing, in each case specifying specifying: (1i) the date of such borrowingBorrowing, which shall be a Domestic Business Day in the case of a Base Rate Loan Domestic Borrowing or a LIBOR Euro-Dollar Business Day in the case of a LIBOR LoanEuro-Dollar Borrowing, (2) whether such borrowing shall be of a Base Rate Loan or a LIBOR Loan, (3ii) the aggregate principal amount of such borrowingBorrowing, which shall be $3,000,000 or any larger multiple of $1,000,000 (4except that any Borrowing may be in the aggregate amount available hereunder in accordance with Section 3.02(b)) for (iii)whether the Loans comprising such Borrowing are initially to be CD Loans, Base Rate Loans or Euro-Dollar Loans, and (iv) in the case of a LIBOR Loan onlyFixed Rate Borrowing, the applicable duration of the initial Interest Period applicable thereto, subject to the provisions of the definition of Interest Period. (b) Upon receipt of a Notice of Borrowing, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's share (5if any) if applicable of such Borrowing and such Notice of Borrowing shall not thereafter be revocable by the Borrower. (c) Not later than 12:00 Noon (New York City time) on the date of each Borrowing, each Bank shall make available its share of such Borrowing, in Federal or other funds immediately available in New York City, to the Agent at its address specified in or pursuant to Section 2.03(b)(ii) hereof9.01. Unless the Agent determines that any applicable condition specified in Article 3 has not been satisfied, wire instructions. Each Notice of Borrowing or oral request shall constitute a representation and warranty by the Agent will make the funds so received from the Banks available to the Borrower at the Agent's aforesaid address. (d) Unless the Agent shall have received notice from a Bank prior to the date of any Borrowing that such Bank will not make available to the conditions set forth Agent such Bank's share of such Borrowing, the Agent may assume that such Bank has made such share available to the Agent on the date of such Borrowing in accordance with subsection (c) of this Section 3.02(a2.02 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such share available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) through@ (and, in the case of the initial Borrower, a rate per annum equal to the higher of the Federal Funds Rate and the interest rate applicable thereto pursuant to Section 2.05 and (ii) in the case of such Bank, the Federal Funds Rate. If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank's Loan included in such Borrowing for purposes of this Agreement. The failure of any Bank to make the Loan to be made hereunderby it as part of any Borrowing shall not relieve any other Bank of its obligation, Section 3.01(b) through (h)if any, (j) hereunder to make its Loan, and (k)) have been satisfied on no Bank shall be responsible for the date failure of such notice and will be satisfied on the date of such borrowing. (b) The Borrower may elect from time any other Bank to time to convert make any outstanding Base Rate Loan or LIBOR Loan to a Loan of the be made by such other type, or to roll over any outstanding LIBOR Loan upon the expiration of an Interest Period with respect thereto, by giving a notice to the Agent substantially in the form of Exhibit C attached hereto (a “Notice of Conversion”) (or telephonic notice confirmed in a writing substantially in the form of Exhibit C attached hereto), provided that (i) with respect to any conversion into or rollover of a LIBOR Loan, the Notice of Conversion shall be given within the time period for the giving of a Notice of Borrowing for a LIBOR Loan as set forth in Section 2.02(a), (ii) no Loan may be converted into or rolled over as a LIBOR Loan (1) if the Interest Period therefor would extend beyond the Termination Date or (2) if an Event of Default has occurred and is continuing (in which case, if the Agent has or the Required Banks have determined in its or their sole discretion not to permit such continuations, such Loan shall automatically become a Base Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of such Event of Default), (iii) a LIBOR Loan may be converted into a Base Rate Loan or rolled over as a LIBOR Loan only on the last day of the Interest Period applicable thereto, and (iv) if the Borrower fails to give a Notice of Conversion for a LIBOR Loan the Borrower shall be deemed to have elected to convert such Loan to a Base Rate Loan on the last day of the Interest Period applicable thereto. Conversions to and from LIBOR Loans shall be in such amounts and pursuant to such elections so that, after giving effect thereto, the aggregate principal amount of all LIBOR Loans having the same Interest Period shall equal to $1,000,000 or a larger integral multiple of $100,000Bank hereunder.

Notice of Borrowings. To request a Loan (aother than a Swing Line Advance) The the Borrower shall give the Operations Agent a notice substantially in the form of Exhibit B C attached hereto (a “Notice of Borrowing”) not later than (a) 12:00 noon (Boston time) (or telephonic notice not later than 12:00 noon (Boston time) confirmed in a writing substantially in the form of Exhibit B C attached hereto not later than 1:00 p.m. (Boston time)) on the proposed Borrowing Date of any Overnight Rate Loan; and (b) three (3) LIBOR Business Days prior to the proposed Borrowing Date of any LIBOR Rate Loan, each such Notice of Borrowing appropriately completed concerning such Borrowing. Each such notice shall specify (i) the principal amount of the Loan requested; (ii) the proposed Borrowing Date of such Loan; (iii) the Interest Period for such Loan and (iv) the Type of such Loan. To request a Swing Line Advance, the Borrower shall give the Operations Agent a Notice of Borrowing not later than 4:00 p.m. (Boston time) (or telephonic notice not later than 4:00 p.m. (Boston time) confirmed in writing substantially in the form of Exhibit C attached hereto not later than 4:30 p.m. (Boston time)) on the Domestic Business Day of each the proposed borrowing of a Base Rate Loan and (ii) on the third LIBOR Business Day before each proposed borrowing of a LIBOR Loan, in each case specifying (1) the date of Borrowing appropriately completed concerning such borrowing, which shall be a Domestic Business Day in the case of a Base Rate Loan or a LIBOR Business Day in the case of a LIBOR Loan, (2) whether such borrowing shall be of a Base Rate Loan or a LIBOR Loan, (3) the aggregate principal amount of such borrowing, (4) for a LIBOR Loan only, the applicable Interest Period and (5) if applicable pursuant to Section 2.03(b)(ii) hereof, wire instructionsBorrowing. Each Notice of Borrowing or oral request shall constitute a representation and warranty by the Borrower that the conditions set forth in Section 3.02(a) through@ 3.02 (and, in the case of the initial Loan to be made hereunder, Section 3.01(b) through (h), (j) and (k)3.01) have been satisfied on the date of such notice and will be satisfied on the date of such borrowing. (b) The Borrower may elect from time to time to convert any outstanding Base Rate Loan or LIBOR Loan to a Loan of the other type, or to roll over any outstanding LIBOR Loan upon the expiration of an Interest Period with respect thereto, by giving a notice to the Agent substantially in the form of Exhibit C attached hereto (a “Notice of Conversion”) (or telephonic notice confirmed in a writing substantially in the form of Exhibit C attached hereto), provided that (i) with respect to any conversion into or rollover of a LIBOR Loan, the Notice of Conversion shall be given within the time period for the giving of a Borrowing Date. Such Notice of Borrowing for a LIBOR or oral request shall not thereafter be revocable and shall obligate the Borrower to accept the Loan as set forth in Section 2.02(a), (ii) no Loan may be converted into or rolled over as a LIBOR Loan (1) if requested from the Interest Period therefor would extend beyond the Termination Date or (2) if an Event of Default has occurred and is continuing (in which case, if the Agent has or the Required Banks have determined in its or their sole discretion not to permit such continuations, such Loan shall automatically become a Base Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of such Event of Default), (iii) a LIBOR Loan may be converted into a Base Rate Loan or rolled over as a LIBOR Loan only on the last day of the Interest Period applicable thereto, and (iv) if the Borrower fails to give a Notice of Conversion for a LIBOR Loan the Borrower shall be deemed to have elected to convert such Loan to a Base Rate Loan on the last day of the Interest Period applicable thereto. Conversions to and from LIBOR Loans shall be in such amounts and pursuant to such elections so that, after giving effect thereto, the aggregate principal amount of all LIBOR Loans having the same Interest Period shall equal to $1,000,000 or a larger integral multiple of $100,000Borrowing Date.

Notice of Borrowings. (a) The Borrower shall give the Agent a notice substantially in the form of Exhibit B attached hereto (a “"Notice of Borrowing”") not later than 12:00 noon 10:00 A.M. (Boston New York City time) on (or telephonic notice not later than 12:00 noon (Boston timex) confirmed in writing substantially in the form of Exhibit B attached hereto not later than 1:00 p.m. (Boston time)) (i) on the Domestic Business Day of each proposed borrowing of a Base Rate Loan Borrowing, (y) the second Domestic Business Day next preceding each CD Borrowing and (iiz) on the third LIBOR Euro-Dollar Business Day before next preceding each proposed borrowing of a LIBOR LoanEuro-Dollar Borrowing, in each case specifying specifying: (1i) the date of such borrowingBorrowing, which shall be a Domestic Business Day in the case of a Base Rate Loan Domestic Borrowing or a LIBOR Euro-Dollar Business Day in the case of a LIBOR Loan, Euro-Dollar Borrowing, (2) whether such borrowing shall be of a Base Rate Loan or a LIBOR Loan, (3ii) the aggregate principal amount of such borrowingBorrowing, which shall be $3,000,000 or any larger multiple of $1,000,000 (4except that any Borrowing may be in the aggregate amount available hereunder in accordance with Section 3.01(b)), (iii) for whether the Loans comprising such Borrowing are initially to be CD Loans, Base Rate Loans or Euro-Dollar Loans, and (iv) in the case of a LIBOR Loan onlyFixed Rate Borrowing, the applicable duration of the initial Interest Period applicable thereto, subject to the provisions of the definition of Interest Period. (b) Upon receipt of a Notice of Borrowing, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's share (5if any) if applicable of such Borrowing and such Notice of Borrowing shall not thereafter be revocable by the Borrower. (c) Not later than 12:00 Noon (New York City time) on the date of each Borrowing, each Bank shall make available its share of such Borrowing, in Federal or other funds immediately available in New York City, to the Agent at its address specified in or pursuant to Section 2.03(b)(ii) hereof9.01. Unless the Agent determines that any applicable condition specified in Article III has not been satisfied, wire instructions. Each Notice of Borrowing or oral request shall constitute a representation and warranty by the Agent will make the funds so received from the Banks available to the Borrower at the Agent's aforesaid address. (d) Unless the Agent shall have received notice from a Bank prior to the date of any Borrowing that such Bank will not make available to the conditions set forth Agent such Bank's share of such Borrowing, the Agent may assume that such Bank has made such share available to the Agent on the date of such Borrowing in accordance with subsection (c) of this Section 3.02(a2.02 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such share available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) through@ (and, in the case of the initial Borrower, a rate per annum equal to the higher of the Federal Funds Rate and the interest rate applicable thereto pursuant to Section 2.05 and (ii) in the case of such Bank, the Federal Funds Rate. If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank's Loan included in such Borrowing for purposes of this Agreement. The failure of any Bank to make the Loan to be made hereunderby it as part of any Borrowing shall not relieve any other Bank of its obligation, Section 3.01(b) through (h)if any, (j) hereunder to make its Loan, and (k)) have been satisfied on no Bank shall be responsible for the date failure of such notice and will be satisfied on the date of such borrowing. (b) The Borrower may elect from time any other Bank to time to convert make any outstanding Base Rate Loan or LIBOR Loan to a Loan of the be made by such other type, or to roll over any outstanding LIBOR Loan upon the expiration of an Interest Period with respect thereto, by giving a notice to the Agent substantially in the form of Exhibit C attached hereto (a “Notice of Conversion”) (or telephonic notice confirmed in a writing substantially in the form of Exhibit C attached hereto), provided that (i) with respect to any conversion into or rollover of a LIBOR Loan, the Notice of Conversion shall be given within the time period for the giving of a Notice of Borrowing for a LIBOR Loan as set forth in Section 2.02(a), (ii) no Loan may be converted into or rolled over as a LIBOR Loan (1) if the Interest Period therefor would extend beyond the Termination Date or (2) if an Event of Default has occurred and is continuing (in which case, if the Agent has or the Required Banks have determined in its or their sole discretion not to permit such continuations, such Loan shall automatically become a Base Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of such Event of Default), (iii) a LIBOR Loan may be converted into a Base Rate Loan or rolled over as a LIBOR Loan only on the last day of the Interest Period applicable thereto, and (iv) if the Borrower fails to give a Notice of Conversion for a LIBOR Loan the Borrower shall be deemed to have elected to convert such Loan to a Base Rate Loan on the last day of the Interest Period applicable thereto. Conversions to and from LIBOR Loans shall be in such amounts and pursuant to such elections so that, after giving effect thereto, the aggregate principal amount of all LIBOR Loans having the same Interest Period shall equal to $1,000,000 or a larger integral multiple of $100,000Bank hereunder.

Notice of Borrowings. (a) The Borrower Each Borrowing shall give be made upon the Agent a borrowing Borrower's irrevocable written notice substantially in the form of Exhibit B attached hereto (a “"Notice of Borrowing”") not later than 12:00 noon 11:00 a.m. (Boston Chicago time) (or telephonic notice not later than 12:00 noon 11:00 a.m. (Boston Chicago time) confirmed in a writing substantially in the form of Exhibit B attached hereto not later than 1:00 p.m. 11:30 a.m. (Boston Chicago time)) (i) on the Domestic Business Day of each the proposed borrowing of a Base Rate Loan and (ii) on Borrowing, appropriately completed concerning the third LIBOR Business Day before each proposed borrowing of a LIBOR Loan, in each case specifying (1) the date of such borrowing, which shall be a Domestic Business Day in the case of a Base Rate Loan or a LIBOR Business Day in the case of a LIBOR Loan, (2) whether such borrowing shall be of a Base Rate Loan or a LIBOR Loan, (3) the aggregate principal amount of such borrowing, (4) for a LIBOR Loan only, the applicable Interest Period and (5) if applicable pursuant to Section 2.03(b)(ii) hereof, wire instructionsBorrowing. Each Notice of Borrowing or oral request shall constitute a representation and warranty by the borrowing Borrower that the conditions set forth in Section 3.02(a) through@ (and, in the case of the initial Loan to be made hereunder, Section 3.01(b) through (h), (j) and (k)) 3.2 have been satisfied on the date of such notice and will be satisfied on the date of such borrowingBorrowing Date. (b) The Each Borrower may elect from time to time to convert any outstanding Base Rate Loan or LIBOR Federal Funds Rate Loan to a Loan of the other type, or to roll over any outstanding LIBOR Loan upon the expiration of an Interest Period with respect thereto, by giving a notice on the date of the conversion to the Administrative Agent substantially in the form of Exhibit C attached hereto (a “"Notice of Conversion”") not later than 10:00 a.m. (Chicago time) (or telephonic notice by 10:00 a.m. (Chicago time) confirmed in a writing substantially in the form of Exhibit C attached heretohereto not later than 10:30 a.m. (Chicago time)). (c) Notwithstanding the foregoing, provided that any Borrower may request a Swing Line Advance under this Section 2.1 (ic) with respect by delivering to any conversion into or rollover the Administrative Agent, no later than 2:00 p.m. (Chicago time) on the date of a LIBOR Loanthe proposed Swing Line Advance, the Notice of Conversion shall be given within the time period for the giving of a Notice of Borrowing for Borrowing, which shall be made by facsimile transmission. The Administrative Agent will promptly advise the Swing Line Lenders of any such notice received from any such Borrower. (d) Each Swing Line Lender will make a LIBOR Loan as set forth in Section 2.02(a)pro rata amount (equal to the total Swing Line Advance amount requested, (iidivided by three) no Loan may be converted into or rolled over as a LIBOR Loan (1) if the Interest Period therefor would extend beyond the Termination Date or (2) if an Event of Default has occurred and is continuing (in which case, if the Agent has or the Required Banks have determined in its or their sole discretion not to permit such continuations, such Loan shall automatically become a Base Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of such Event of Default), (iii) a LIBOR Loan may be converted into a Base Rate Loan or rolled over as a LIBOR Loan only on the last day of the Interest Period applicable thereto, and (iv) if Swing Line Advance available to the Borrower fails requesting such Swing Line Advance at the account noticed by such Borrower to give a Notice of Conversion for a LIBOR Loan the Borrower shall be deemed to have elected to convert such Loan to a Base Rate Loan on the last day of the Interest Period applicable thereto. Conversions to and from LIBOR Loans shall be in such amounts and pursuant to such elections so that, after giving effect thereto, the aggregate principal amount of all LIBOR Loans having the same Interest Period shall equal to $1,000,000 or a larger integral multiple of $100,000Administrative Agent.

Notice of Borrowings. (a) The Borrower shall give the Agent (X) a notice substantially in the form of Exhibit B attached hereto (a “Notice of Borrowing”) not later than 12:00 noon 1:00 p.m. (Boston Eastern time) (or telephonic notice not later than 12:00 noon 1:00 p.m. (Boston Eastern time) confirmed in writing substantially in the form of Exhibit B attached hereto not later than 1:00 2:00 p.m. (Boston Eastern time)) ), in each case (i) on the Domestic Business Day of each proposed borrowing of a Base Rate Loan and (ii) on the third LIBOR Business Day before each proposed borrowing of a LIBOR Loan, in each case specifying (1) the date of such borrowing, which shall be a Domestic Business Day in the case of a Base Rate Loan or a LIBOR Business Day in the case of a LIBOR Loan, (2) whether such borrowing shall be of a Base Rate Loan or a LIBOR Loan, (3) the aggregate principal amount of such borrowing, and (4) for in the case of a LIBOR Loan onlyLoan, the applicable Interest Period therefor (which shall comply with Section 2.02(c) hereof), and (5Y) if applicable pursuant to Section 2.03(b)(iia duly completed Borrowing Base Report not later than 2:00 p.m. (Eastern time) hereofon the date of the proposed borrowing of the requested Loan, wire instructionsprepared as of the close of business on the Domestic Business Day immediately preceding such date. Each Notice of Borrowing or oral request shall constitute a representation and warranty by the Borrower that the conditions set forth in Section 3.02(a) through@ (and, in the case of the initial Loan to be made hereunder, Section 3.01(b) through (h3.02(c), (jd) and (k)e) hereof have been satisfied on the date of such notice and will be satisfied on the date of such borrowing. (b) The Borrower may elect from time to time to convert any outstanding Base Rate Loan or LIBOR Loan to a Loan of the other type, or to roll over any outstanding LIBOR Loan upon the expiration of an Interest Period with respect thereto, by giving a notice to the Agent substantially in the form of Exhibit C attached hereto (a “Notice of Conversion”) (or telephonic notice confirmed in a writing substantially in the form of Exhibit C attached hereto), provided that (i) with respect to any conversion into or rollover of a LIBOR Loan, the Notice of Conversion shall be given within the time period for the giving of a Notice of Borrowing for a LIBOR Loan as set forth in Section 2.02(a)) hereof, (ii) no Loan may be converted into or rolled over as a LIBOR Loan (1) if the Interest Period therefor would extend beyond the Termination Date except in compliance with Section 2.02(c) hereof, or (2) if an Event of Default has occurred and is continuing (in which case, if the Agent has or the Required Banks have determined in its or their sole discretion not to permit such continuations, case such Loan shall automatically become a Base Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of such any Event of Default), (iii) a LIBOR Loan may be converted into a Base Rate Loan or rolled over as a LIBOR Loan only on the last day of the Interest Period applicable thereto, and (iv) if the Borrower fails to give a timely Notice of Conversion for a LIBOR Loan Loan, the Borrower shall be deemed to have elected to convert continue such Loan to as a Base Rate LIBOR Loan on having a one month Interest Period from the last day of the Interest Period applicable thereto. Conversions to and from LIBOR Loans Loans, and all roll overs, shall be in such amounts and pursuant to such elections so that, after giving effect thereto, the aggregate principal amount of all LIBOR Loans having the same Interest Period shall equal to $1,000,000 not be less than the Approved Borrowing Amount. (c) The Borrower may not elect an Interest Period for a new LIBOR Loan, or continue or convert a larger integral multiple of $100,000Loan as a LIBOR Loan, if immediately after giving effect thereto there would be more than five different Interest Periods.

Notice of Borrowings. (a) The Borrower may have given the Agent a Notice of Borrowing (as defined in the Existing Credit Agreement) not later than 1:00 p.m. (Boston time) (or telephonic notice not later than 1:00 p.m. (Boston time) confirmed in writing substantially in the form of Exhibit B attached thereto not later than 2:00 p.m. (Boston time)) on the second LIBOR Business Day before the proposed borrowing on the Effective Date of New Revolving Loans consisting of LIBOR Loans, specifying (1) the date of such borrowing, which shall be the Effective Date, (2) the aggregate principal amount of each such LIBOR Loan, and (3) in the case of each such LIBOR Loan, the Interest Period therefor (which shall comply with Section 2.02(e) hereof). Such Notice of Borrowing, if any, shall constitute a representation and warranty by the Borrower that the conditions set forth in Section 3.02(c), (d) and (e) have been satisfied on the date of such notice and will be satisfied on the date of such borrowing. If the Borrower shall have failed to timely give the Agent such Notice of Borrowing conforming to this Section 2.02(a), then notwithstanding anything to the contrary herein contained all such New Revolving Loans shall instead be made as Base Rate Loans. (b) The Borrower may have given the Agent a Notice of Conversion (under and as defined in the Existing Credit Agreement) not later than 1:00 p.m. (Boston time) (or telephonic notice not later than 1:00 p.m. (Boston time) confirmed in writing substantially in the form of Exhibit C attached thereto not later than 2:00 p.m. (Boston time)) on the second LIBOR Business Day before the Effective Date with respect to Existing Loans to be (i) Reclassified as Revolving Loans on the Effective Date, and (ii) continued as, or rolled over into, LIBOR Loans, specifying (1) the operative date of the elections thereunder as the Effective Date, and (2) with respect to each such LIBOR Loan, the Interest Period therefor (which shall comply with Section 2.02(e) hereof), provided that (X) no such Existing Loan may be continued as, or rolled over into, a LIBOR Loan if an Event of Default has occurred and is continuing (in which case such Existing Loan shall, on the Effective Date, automatically become a Base Rate Loan), and (Y) immediately after giving effect thereto, the aggregate principal amount of all LIBOR Loans having the same Interest Period shall not be less than the Approved Borrowing Amount. If the Borrower shall have failed to timely give the Agent such Notice of Conversion conforming to this Section 2.02(b), then notwithstanding anything to the contrary herein contained all such Existing Loans shall instead be and become Base Rate Loans on the Effective Date. (c) The Borrower shall give the Agent (X) a notice substantially in the form of Exhibit B attached hereto (a “Notice of Borrowing”) not later than 12:00 noon 1:00 p.m. (Boston time) (or telephonic notice not later than 12:00 noon 1:00 p.m. (Boston time) confirmed in writing substantially in the form of Exhibit B attached hereto not later than 1:00 2:00 p.m. (Boston time)) (i) on the Effective Date in the case of the Term Loans, the Converted Revolving Loans and the Continued Revolving Loans, (ii) on the Domestic Business Day of each proposed borrowing of a New Revolving Loans consisting of Base Rate Loan Loans and (iiiii) on the third second LIBOR Business Day before each proposed borrowing of a New Revolving Loans consisting of LIBOR LoanLoans (other than Previously Elected Loans), in each case specifying (1) the date of such borrowing, which shall be the Effective Date in the case of the Term Loans, such Converted Revolving Loans and such Continued Revolving Loans, a Domestic Business Day in the case of a Base Rate Loan or a LIBOR Business Day in the case of a LIBOR Loan, (2) whether such borrowing shall be the Term Loans or Revolving Loans consisting of a Base Rate Loan Loans or a (other than with respect to Previously Elected Loans) LIBOR LoanLoans, (3) the aggregate principal amount of such borrowingborrowing of Term Loans or Revolving Loans, and (4) for in the case of a LIBOR Loan only(other than Previously Elected Loans), the applicable Interest Period therefor (which shall comply with Section 2.02(e) hereof), and (5Y) if applicable pursuant to Section 2.03(b)(iia duly completed Borrowing Base Report not later than 2:00 p.m. (Boston time) hereofon the date of the Reclassification and on the borrowing of the requested Loans, wire instructionsprepared as of the close of business on the Domestic Business Day immediately preceding such date. Each Notice of Borrowing or oral request shall constitute a representation and warranty by the Borrower that the conditions set forth in Section 3.02(a) through@ (and, in the case of the initial Loan to be made hereunder, Section 3.01(b) through (h3.02(c), (jd) and (k)e) have been satisfied on the date of such notice and will be satisfied on the date of such borrowing. (bd) The Borrower may elect from time to time to convert any outstanding Base Rate Loan or LIBOR Loan to a Revolving Loan of the other type, or to roll over any outstanding LIBOR Loan upon the expiration of an Interest Period with respect thereto, by giving a notice to the Agent substantially in the form of Exhibit C attached hereto (a “Notice of Conversion”) (or telephonic notice confirmed in a writing substantially in the form of Exhibit C attached hereto), provided that (i) with respect to any conversion into or rollover of a LIBOR Loan, the Notice of Conversion shall be given within the time period for the giving of a Notice of Borrowing for a LIBOR Loan as set forth in Section 2.02(a2.02(c), (ii) no Revolving Loan may be converted into or rolled over as a LIBOR Loan (1) if the Interest Period therefor would extend beyond the Termination Date except in compliance with Section 2.02(e) hereof, or (2) if an Event of Default has occurred and is continuing (in which case, if the Agent has or the Required Banks have determined in its or their sole discretion not to permit case such continuations, such Revolving Loan shall automatically become a Base Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of such any Event of Default), (iii) a LIBOR Loan may be converted into a Base Rate Loan or rolled over as a LIBOR Loan only on the last day of the Interest Period applicable thereto, and (iv) if the Borrower fails to give a timely Notice of Conversion for a LIBOR Loan Loan, the Borrower shall be deemed to have elected to convert continue such Loan to as a Base Rate LIBOR Loan on having a one month Interest Period from the last day of the Interest Period applicable thereto. Conversions to and from LIBOR Loans shall be in such amounts and pursuant to such elections so that, after giving effect thereto, the aggregate principal amount of all LIBOR Loans having the same Interest Period shall equal to $1,000,000 not be less than the Approved Borrowing Amount. (e) The Borrower may not elect an Interest Period for a new LIBOR Loan, or continue or convert a larger integral multiple of $100,000Revolving Loan as a LIBOR Loan, if immediately after giving effect thereto there would be more than eight different Interest Periods.