Common use of Procedure for Borrowings Clause in Contracts

Procedure for Borrowings. Each Borrowing shall be made by a written request by an Authorized Person delivered to Agent and received by Agent no later than (i) 12:00 noon on the Business Day that is the requested Funding Date in the case of a request for a Swing Loan or a Revolving Loan that is a Base Rate Loan and (ii) 12:00 noon on the Business Day that is three (3) Business Days (or solely with respect to a Borrowing on the Closing Date, one (1) Business Day) prior to the requested Funding Date in the case of a Revolving Loan that is a LIBOR Rate Loan, in each case, specifying (A) the amount of such Borrowing, (B) the requested Funding Date (which shall be a Business Day), (C) whether such Borrowing is to be a Borrowing of Base Rate Loans or a Borrowing of LIBOR Rate Loans, (D) in the case of a Borrowing of LIBOR Rate Loans, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period” and (E) whether the Borrowing is of Tranche A Revolving Loans or Tranche B Revolving Loans; provided that if any Tranche B Facility exists at such time, such Borrowing shall be Tranche A Revolving Loans unless the outstanding principal amount of Tranche B Revolving Loans is less than the Tranche B Line Cap, in which case up to an amount equal to the Tranche B Line Cap minus the outstanding principal amount of Tranche B Revolving Loans of such Revolving Loans shall be Tranche B Revolving Loans, and the remaining amount of such Revolving Loans shall be Tranche A Revolving Loans; provided that Agent may, in its sole discretion, elect to accept as timely requests that are received later than the times specified above on the applicable Business Day. In lieu of delivering the above-described written request, any Authorized Person may give Agent electronic notice of such request by the required time. In such circumstances, Borrowers agree that any such electronic notice will be confirmed in writing within 24 hours of the giving of such electronic notice, but the failure to provide such written confirmation shall not affect the validity of the request.

Procedure for Borrowings. Each The Borrower may borrow under the Revolving Commitments during the Revolving Commitment Period on any Business Day. The Term Borrowing and each borrowing of Revolving Loans shall be made by a written request by an Authorized Person delivered upon the Borrower’s irrevocable notice to the Administrative Agent and (which notice must be received by the Administrative Agent no later than prior to 11:00 A.M., New York City time, (ia) 12:00 noon on the three Business Day that is Days prior to the requested Funding Date Borrowing Date, in the case of a request for a Swing Loan Eurodollar Loans, or a Revolving Loan that is a Base Rate Loan and (iib) 12:00 noon on the Business Day that is three (3) Business Days (or solely with respect to a requested Borrowing on the Closing Date, one (1) Business Day) prior to the requested Funding Date in the case of a Revolving Loan that is a LIBOR Rate Loan, in each caseABR Loans), specifying (Ai) whether the Borrower is requesting the Term Borrowing or a borrowing of Revolving Loans, (ii) the amount and Type of such BorrowingLoans to be borrowed, (Biii) the requested Funding Borrowing Date and (which shall be a Business Day), (C) whether such Borrowing is to be a Borrowing of Base Rate Loans or a Borrowing of LIBOR Rate Loans, (Div) in the case of a Borrowing of LIBOR Rate Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Each telephonic notice by the Borrower pursuant to this Section 2.2 must be applicable theretoconfirmed promptly by delivery to the Administrative Agent of a written Committed Loan Notice, which appropriately completed and signed by a Responsible Officer of the Borrower. Each borrowing under the Commitments shall be a period contemplated by the definition of the term “Interest Period” and (E) whether the Borrowing is of Tranche A Revolving Loans or Tranche B Revolving Loans; provided that if any Tranche B Facility exists at such time, such Borrowing shall be Tranche A Revolving Loans unless the outstanding principal amount of Tranche B Revolving Loans is less than the Tranche B Line Cap, in which case up to an amount equal to (x) in the Tranche B Line Cap minus case of ABR Loans, $1,000,000 or a whole multiple thereof (or, if the outstanding principal amount then aggregate Available Revolving Commitments are less than $1,000,000, such lesser amount) and (y) in the case of Tranche B Revolving Loans Eurodollar Loans, $1,000,000 or a whole multiple thereof. If the Borrower fails to specify a Type of such Revolving Loan in a Committed Loan Notice, then the applicable Loans shall be Tranche B made as ABR Loans. If the Borrower requests a borrowing of Eurodollar Loans in any such Committed Loan Notice but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Lender of the amount of its Percentage under the applicable Facility of the applicable Term Loans or Revolving Loans, and . Each relevant Lender will make the remaining amount of such Revolving its pro rata share of each borrowing of Loans shall be Tranche A Revolving Loans; provided that available to the Administrative Agent mayfor the account of the Borrower at the Funding Office prior to 12:00 Noon, in its sole discretionNew York City time, elect to accept as timely requests that are received later than the times specified above on the applicable Business DayBorrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. In lieu Such borrowing will then be made available to the Borrower by the Administrative Agent crediting the account of delivering the above-described written request, any Authorized Person may give Agent electronic notice Borrower on the books of such request office with the aggregate of the amounts made available to the Administrative Agent by the required time. In such circumstances, Borrowers agree that any such electronic notice will be confirmed relevant Lenders and in writing within 24 hours of like funds as received by the giving of such electronic notice, but the failure to provide such written confirmation shall not affect the validity of the requestAdministrative Agent.

Procedure for Borrowings. Each Borrowing shall be made by a written request by an Authorized Person delivered to Agent and received by Agent no later than (i) 12:00 noon on the Business Day that is the requested Funding Date in the case of a request for a Swing Loan or a Revolving Loan that is a Base Rate Loan and (ii) 12:00 noon on the Business Day that is three two (32) Business Days (or solely with respect to a Borrowing on the Closing Fourth Amendment Effective Date, one (1) Business Day) prior to the requested Funding Date in the case of a Revolving Loan that is a LIBOR Rate Term SOFR Loan, in each case, specifying (A) the amount of such Borrowing, (B) the requested Funding Date (which shall be a Business Day), (C) whether such Borrowing is to be a Borrowing of Base Rate Loans or a Borrowing of LIBOR Rate Term SOFR Loans, (D) in the case of a Borrowing of LIBOR Rate Term SOFR Loans, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period” and (E) whether the Borrowing is of Tranche A Revolving Loans or Tranche B Revolving Loans; provided that if any Tranche B Facility exists at such time, such Borrowing shall be Tranche A Revolving Loans unless the outstanding principal amount of Tranche B Revolving Loans is less than the Tranche B Line Cap, in which case up to an amount equal to the Tranche B Line Cap minus the outstanding principal amount of Tranche B Revolving Loans of such Revolving Loans shall be Tranche B Revolving Loans, and the remaining amount of such Revolving Loans shall be Tranche A Revolving Loans; provided that Agent may, in its sole discretion, elect to accept as timely requests that are received later than the times specified above on the applicable Business Day. In lieu of delivering the above-described written request, any Authorized Person may give Agent electronic notice of such request by the required time. In such circumstances, Borrowers agree that any such electronic notice will be confirmed in writing within 24 hours of the giving of such electronic notice, but the failure to provide such written confirmation shall not affect the validity of the request.

Procedure for Borrowings. To request a Borrowing of Revolver Loans, Borrower shall deliver to Agent (to all notice recipients for Agent as listed in Annex I) a written notice, substantially in the form of Exhibit D (a "Notice of Borrowing"), together with a Compliance Certificate. Each Notice of Borrowing shall be made by a written request by an Authorized Person delivered to Agent and received by Agent no later than (i) 12:00 noon on the Business Day that is the requested Funding Date in the case of a request for a Swing Loan or a Revolving Loan that is a Base Rate Loan and (ii) 12:00 noon on the Business Day that is three (3) Business Days (or solely with respect to a Borrowing on the Closing Date, one specify (1) Business Day) prior to whether the requested Funding Date in the case of a Revolving Loan that is a LIBOR Rate Loan, in each case, specifying (A) the amount of such Borrowing, (B) the requested Funding Date (which shall be a Business Day), (C) whether such Borrowing is to be a Borrowing of Base Rate Loans or (subject to all applicable restrictions contained in this Agreement) Eurodollar Loans, and (2) the Business Day on which Borrower requests that such Loans be made. Notices of Borrowing for Base Rate Loans shall be received by Agent before 11:00 A.M. New York time on the Business Day prior to the date of the proposed Borrowing, and Notices of Borrowing for Eurodollar Loans shall be received by Agent not later than 11:00 A.M. New York time on the third Business Day prior to the date of the proposed Borrowing. Each Notice of Borrowing shall, unless otherwise specifically provided herein, consist entirely of Loans of the same Type and, if the requested Borrowing is to consist of Eurodollar Loans, shall be in an aggregate amount for all Lenders equal to a Permitted Transaction Amount. Borrower shall specify in each Notice of Borrowing whether the conditions for the requested Borrowing are satisfied. Each Notice of Borrowing shall be deemed to automatically constitute Borrower's representation and warranty, to Agent and to each and every Lender considered separately, that all representations and warranties contained in this Agreement are and remain true and correct as of the date of such Notice of Borrowing; as of the date of the making of the requested Loan; and immediately thereafter taking into account the effect of the requested Loan. Borrower may request a Borrowing of LIBOR Rate Loans, Loans no more than three (D3) in the case times per month (unless an Event of a Borrowing of LIBOR Rate Loans, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period” and (E) whether the Borrowing is of Tranche A Revolving Loans or Tranche B Revolving Loans; provided that if any Tranche B Facility exists at such time, such Borrowing shall be Tranche A Revolving Loans unless the outstanding principal amount of Tranche B Revolving Loans is less than the Tranche B Line CapDefault has occurred, in which case up to an amount equal to the Tranche B Line Cap minus the outstanding principal amount no further Borrowings of Tranche B Revolving Loans of such Revolving Loans shall be Tranche B Revolving permitted). Once given, a Notice of Borrowing is irrevocable by and binding on Borrower. Borrower shall provide to Agent a list, with specimen signatures, of officers authorized to request Loans, and the remaining amount . Agent is entitled to rely upon such list until it is replaced by Borrower. Agent shall give each Lender prompt notice by telephone or facsimile transmission of such Revolving Loans shall be Tranche A Revolving Loans; provided that Agent may, in its sole discretion, elect to accept as timely requests that are received later than the times specified above on the applicable Business Day. In lieu a Notice of delivering the above-described written request, any Authorized Person may give Agent electronic notice of such request by the required time. In such circumstances, Borrowers agree that any such electronic notice will be confirmed in writing within 24 hours of the giving of such electronic notice, but the failure to provide such written confirmation shall not affect the validity of the requestBorrowing.

Procedure for Borrowings. Each Borrowing The Borrower shall be made by a give the Administrative Agent written request by an Authorized Person delivered to Agent and received by Agent no later than notice (ior telephonic notice promptly confirmed in writing) 12:00 noon on the Business Day that is the requested Funding Date of each Borrowing, substantially in the case form of Exhibit 2.3 attached hereto (a request for a Swing Loan or a Revolving Loan that is a Base Rate Loan and “Notice(s) of Borrowing”), (iix) 12:00 noon on the Business Day that is three (3) Business Days (or solely with respect prior to a Borrowing on the Closing Date, 11:00 a.m. one (1) Business Day) Day prior to the requested Funding date of each Base Rate Borrowing and (y) prior to 11:00 a.m. three (3) U.S. Government Securities Business Days prior to the requested date of each SOFR Borrowing (provided that, with respect to any SOFR Borrowing on the Closing Date in the case of a Revolving Loan that is a LIBOR Rate Loan, in each case, specifying (A) the Borrower shall have until 5:00 p.m. one (1) U.S. Government Securities Business Day prior to the Closing Date to deliver the applicable Notice of Borrowing and (B) the Borrower shall deliver to the Administrative Agent a funding indemnity letter in form and substance reasonably satisfactory to the Administrative Agent for such SOFR Borrowing). Each Notice of Borrowing shall be irrevocable and shall specify (i) the aggregate principal amount of such Borrowing, (Bii) the requested Funding Date date of such Borrowing (which shall be a Business Day), (Ciii) whether the Type of such Loan comprising such Borrowing is to be a Borrowing of Base Rate Loans or a Borrowing of LIBOR Rate Loans, and (Div) in the case of a Borrowing SOFR Borrowing, the duration of LIBOR Rate Loans, the initial Interest Period applicable thereto (subject to be applicable thereto, which shall be a period contemplated by the provisions of the definition of the term “Interest Period” and (E) whether the ). Each Borrowing is shall consist entirely of Tranche A Revolving Base Rate Loans or Tranche B Revolving SOFR Loans, as the Borrower may request. The aggregate principal amount of each SOFR Borrowing shall not be less than $5,000,000 or a larger multiple of $1,000,000, and the aggregate principal amount of each Base Rate Borrowing shall not be less than $1,000,000 or a larger multiple of $100,000; provided that if Base Rate Loans made pursuant to Section 2.21(d) may be made in lesser amounts as provided therein. At no time shall the total number of SOFR Borrowings outstanding at any Tranche B Facility exists at such timetime exceed six (6). Promptly following the receipt of a Notice of Borrowing in accordance herewith, such Borrowing the Administrative Agent shall be Tranche A Revolving Loans unless advise each Lender of the outstanding principal amount of Tranche B Revolving Loans is less than the Tranche B Line Cap, in which case up to an amount equal to the Tranche B Line Cap minus the outstanding principal amount of Tranche B Revolving Loans of such Revolving Loans shall be Tranche B Revolving Loans, details thereof and the remaining amount of such Revolving Loans shall Xxxxxx’s Loan to be Tranche A Revolving Loans; provided that Agent may, in its sole discretion, elect to accept made as timely requests that are received later than the times specified above on the applicable Business Day. In lieu of delivering the above-described written request, any Authorized Person may give Agent electronic notice of such request by the required time. In such circumstances, Borrowers agree that any such electronic notice will be confirmed in writing within 24 hours part of the giving of such electronic notice, but the failure to provide such written confirmation shall not affect the validity of the requestrequested Borrowing.

Procedure for Borrowings. Each Borrowing shall be made by a written request by an Authorized Person delivered to Agent and received by Agent no later than (i) 12:00 noon The Borrower may borrow under the Commitment during the Commitment Period on the any Business Day that is by giving the requested Funding Date in the case Bank irrevocable notice of a request for a Swing Loan or a Revolving Loan that is a Base Rate Loan and hereunder (ii) 12:00 noon on the Business Day that is three (3) Business Days (or solely with respect to a Borrowing on the Closing Date, one (1) Business Day) prior to the requested Funding Date in the case of a Revolving Loan that is a LIBOR Rate Loan, in each case, specifying (A) the amount of such Borrowing, (B) the requested Funding Date (which shall be a Business Day), (C) whether such Borrowing is to be a Borrowing of Base Rate Loans or a Borrowing of LIBOR Rate Loans, (Da) in the case of Eurodollar Loans three Business Days before a Borrowing proposed borrowing or continuation or conversation and (b) i n the case of LIBOR Fluctuating Rate LoansLoans not less than one nor more than five Business Days before a proposed borrowing or continuation or conversation, setting forth (i) the amount of the Loan requested, which shall not be less than $100,000, (ii) the requested borrowing date or Interest Period commencement date, as the case may be, (iii) whether the borrowing or interest Period is to be for a Eurodollar Loan, Fluctuating Rate Loan or a combination thereof, and (iv) if entirely or partially a Eurodollar Loan, the initial length of the Interest Period therefore, which shall be one, two, three or six months. As used in this Section 2.4, "conversion" shall mean the conversion from one interest rate to another interest rate as more fully described in this Agreement. Such notice hall be written (including, without limitation, via facsimile transmission) and shall be sufficient if received by 1 p.m. on the date on which such notice is to be given. If any such request is sent by facsimile it shall be confirmed in writing sent by the Borrower to the Bank within two Business Days thereafter. Unless notification is otherwise furnished by the Borrower to the Bank (in a manner consistent with the requirements of this Section), Loans will be made by credits to the Borrower's demand deposit account maintained with the Bank. If the Borrower furnishes such notice but no election is made as to the type of Loan or the Interest Period to be applicable thereto, which shall the Loan will automatically then be made as a period contemplated by the definition of the term “Interest Period” and (E) whether the Borrowing Fluctuating Rate Loan until such required information is of Tranche A Revolving Loans or Tranche B Revolving Loans; provided that if any Tranche B Facility exists at such time, such Borrowing shall be Tranche A Revolving Loans unless the outstanding principal amount of Tranche B Revolving Loans is less than the Tranche B Line Cap, in which case up to an amount equal furnished pursuant to the Tranche B Line Cap minus the outstanding principal amount of Tranche B Revolving Loans of such Revolving Loans shall be Tranche B Revolving Loans, and the remaining amount of such Revolving Loans shall be Tranche A Revolving Loans; provided that Agent may, in its sole discretion, elect to accept as timely requests that are received later than the times specified above on the applicable Business Dayterms hereof. In lieu of delivering the above-described written request, any Authorized Person may give Agent electronic notice of such request by the required time. In such circumstances, Borrowers agree that any such electronic notice will be confirmed in writing within 24 hours of the giving of such electronic notice, but the failure to provide such written confirmation shall not affect the validity of the request.2.5

Procedure for Borrowings. Each Borrowing shall be made by a written request by an Authorized Person delivered to Agent and received by Agent no later than (i) 12:00 noon The Borrower may borrow under the applicable Commitment during the applicable Commitment Period on the any Business Day that is by giving the requested Funding Date in the case Bank irrevocable notice (each a "Notice of Borrowing") of a request for a Swing Facility A Revolving Credit Loan or and/or a Facility B Revolving Credit Loan that is a Base Rate Loan and hereunder (ii) 12:00 noon on the Business Day that is three (3) Business Days (or solely with respect to a Borrowing on the Closing Date, one (1) Business Day) prior to the requested Funding Date in the case of a Revolving Loan that is a LIBOR Rate Loan, in each case, specifying (A) the amount of such Borrowing, (B) the requested Funding Date (which shall be a Business Day), (C) whether such Borrowing is to be a Borrowing of Base Rate Loans or a Borrowing of LIBOR Rate Loans, (Da) in the case of LIBOR Loans three Business Days before a Borrowing proposed borrowing or continuation or conversion and (b) in the case of all other Loans not less than one nor more than five Business Days before a proposed borrowing or continuation or conversion, setting forth (i) the amount of the Loan requested, which shall not be less than $100,000, (ii) the requested borrowing date or Interest Period commencement date, as the case may be, (iii) whether the Loan shall be a LIBOR Loan, Fluctuating Rate LoansLoan or a combination thereof, and (iv) if entirely or partially a LIBOR Loan, the initial length of the Interest Period therefor, which shall be one, two, three or six months, as the Borrower shall elect. As used in this Section 2.3, "conversion" shall mean the conversion of a Loan from one Type to another Type as more fully described in this Agreement. Such notice shall be written (including, without limitation, via facsimile transmission) and shall be sufficient if received by l p.m. on the date on which such notice is to be given. If any such request is sent by facsimile it shall be confirmed in writing sent by the Borrower to the Bank within two Business Days thereafter. Unless notification is otherwise furnished by the Borrower to the Bank (in a manner consistent with the requirements of this Section), Loans will be made by credits to the Borrower's demand deposit account maintained with the Bank. If the Borrower furnishes such notice but no election is made as to the Type of Loan or the Interest Period to be applicable thereto, which shall the Loan will automatically then be made as a period contemplated by the definition of the term “Interest Period” and (E) whether the Borrowing Fluctuating Rate Loan until such required information is of Tranche A Revolving Loans or Tranche B Revolving Loans; provided that if any Tranche B Facility exists at such time, such Borrowing shall be Tranche A Revolving Loans unless the outstanding principal amount of Tranche B Revolving Loans is less than the Tranche B Line Cap, in which case up to an amount equal furnished pursuant to the Tranche B Line Cap minus the outstanding principal amount of Tranche B Revolving Loans of such Revolving Loans shall be Tranche B Revolving Loans, and the remaining amount of such Revolving Loans shall be Tranche A Revolving Loans; provided that Agent may, in its sole discretion, elect to accept as timely requests that are received later than the times specified above on the applicable Business Day. In lieu of delivering the above-described written request, any Authorized Person may give Agent electronic notice of such request by the required time. In such circumstances, Borrowers agree that any such electronic notice will be confirmed in writing within 24 hours of the giving of such electronic notice, but the failure to provide such written confirmation shall not affect the validity of the requestterms hereof.

Procedure for Borrowings. Each The Company may effect a Borrowing shall of a Loan on any Business Day occurring on or after the Effective Date by giving the Agent an irrevocable written notice of borrowing (each, a “Borrowing Request” in the form of Exhibit C) (which Borrowing Request must be made by a written request by an Authorized Person delivered to Agent and received by the Agent no later than (ia) 12:00 noon on the Business Day that is the requested Funding Date in the case of a request for a Swing Loan or a Revolving Loan that is a Base Rate Loan and (ii) 12:00 noon on the Business Day that is prior to 10:00 a.m., Boston time, three (3) Business Days (or solely with respect to a Borrowing on the Closing Datefewer days, one (1) Business Dayif each Bank in its sole discretion agrees) prior to the requested Funding Date in Borrowing Date, if the case of a Revolving Loan Company is requesting that is a LIBOR Rate Loan, in each case, specifying (A) the amount Loans be made as part of such Borrowing, and (Bb) prior to 10:00 a.m., Boston time, one Business Day prior to the requested Borrowing Date, if the Company is requesting that Alternate Base Rate Loans be made as part of such Borrowing), specifying (i) the amount to be borrowed, (ii) the requested Funding Date (which shall be a Business Day)Borrowing Date, (Ciii) whether such Borrowing is to be a Borrowing consist of LIBOR Loans, Alternate Base Rate Loans or a combination thereof, and (iv) if the Loans are to be LIBOR Loans, the length of the initial Interest Period for each thereof. Subject to the provisions of Sections 2.8 and 2.9, Loans may be Alternate Base Rate Loans or LIBOR Loans, or any combination thereof. If the Borrower fails to specify a Type of Loan in a Borrowing Request or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be made as, or converted to, Alternative Base Rate Loans. If the Borrower requests a Borrowing of, conversion to or continuation of LIBOR Rate LoansLoans in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Each Borrowing shall be in an aggregate principal amount equal to or greater than $100,000 or, if less, the undrawn balance of the Revolving Credit Commitments. The principal amount of each Bank’s Revolving Credit Loan made on a Borrowing Date shall be in an amount equal to such Bank’s Revolving Credit Commitment Percentage of the Revolving Credit Loans made on such Borrowing Date. Upon receipt of each Borrowing Request from the Company, the Agent shall promptly notify each Bank thereof (D) such notice to be promptly confirmed in writing). Each Bank will make the amount of its Commitment Percentage of each Borrowing available to the Agent for the account of the Company at the office of the Agent set forth in Section 11.1, not later than 12:00 noon (or 2:00 pm in the case of an Alternate Base Rate Loan), Boston time on the Borrowing Date requested by the Company, in funds immediately available to the Agent at such office. Amounts so made available to the Agent on a Borrowing Date will, subject to the satisfaction of LIBOR Rate Loansthe terms and conditions of this Agreement as determined by the Agent, be made immediately available on such date to the Company by the Agent at the office of the Agent specified in Section 11.1 by crediting the account of the Company on the books of such office with the aggregate of said amounts, in like funds as received by the Agent. Unless the Agent shall have received prior notice from a Bank (by telephone or otherwise, such notice to be promptly confirmed by telex, telecopy or other writing) that such Bank will not make available to the Agent such Bank’s pro rata share of the Loans requested by the Company, the initial Interest Period Agent may assume that such Bank has made such share available to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period” and (E) whether the Agent on such Borrowing is of Tranche A Revolving Loans or Tranche B Revolving LoansDate in accordance with this paragraph; provided that if any Tranche B Facility exists at such timeBank received notice of the proposed borrowing from the Agent, and the Agent may, in reliance upon such assumption, make available to the Company on such Borrowing Date a corresponding amount. If and to the extent such Bank shall not have so made such pro rata share available to the Agent on such Borrowing Date, such Bank shall pay to the Agent on demand (in addition to such Bank’s pro rata share of the Loans to be funded on such Borrowing shall be Tranche A Revolving Loans unless the outstanding principal amount of Tranche B Revolving Loans is less than the Tranche B Line Cap, in which case up to Date) an amount equal to the Tranche B Line Cap minus product of (i) the outstanding principal average computed for the period referred to in clause (iii) below, of the weighted average interest rate paid by the Agent for federal funds acquired by the Agent during each day included in such period, times (ii) the amount of Tranche B Revolving Loans such Bank’s Commitment Percentage of such Revolving Loans, times (iii) a fraction, the numerator of which is the number of days that elapse from and including such Borrowing Date to the date on which the amount of such Bank’s Commitment Percentage of such Loans shall be Tranche B Revolving Loansbecome immediately available to the Agent, and the remaining denominator of which is 365. Such Bank shall not be entitled to receive interest on its pro rata share of the Loans for any period prior to the date it actually funds its pro rata share. If and to the extent such Bank shall not have so made such pro rata share available to the Agent within three (3) days following such Borrowing Date (and if and to the extent Agent has funded Bank’s pro rata share of the Loans), the Company shall pay to the Agent forthwith on demand (but without duplication) an amount equal to such Bank’s Commitment Percentage of such Revolving Loans, together with interest thereon for each day from the date such amount is made available to the Company until the date such amount is paid to the Agent, at the applicable interest rate for such Loans as set forth in Section 2.8. Such payment by the Company, however, shall be Tranche A Revolving Loans; provided that Agent may, in without prejudice to its sole discretion, elect to accept as timely requests that are received later than the times specified above on the applicable Business Day. In lieu of delivering the above-described written request, any Authorized Person may give Agent electronic notice of rights against such request by the required time. In such circumstances, Borrowers agree that any such electronic notice will be confirmed in writing within 24 hours of the giving of such electronic notice, but the failure to provide such written confirmation shall not affect the validity of the requestBank.

Procedure for Borrowings. The Borrower may borrow under the Revolving Commitments during the Revolving Commitment Period on any Business Day. Each Borrowing borrowing of Revolving Loans shall be made by a written request by an Authorized Person delivered upon the Borrower’s irrevocable notice to the Administrative Agent and (which notice must be received by the Administrative Agent no later than prior to 11:00 A.M., New York City time, (ia) 12:00 noon on the three Business Day that is Days prior to the requested Funding Date Borrowing Date, in the case of a request for a Swing Loan Eurodollar Loans, or a Revolving Loan that is a Base Rate Loan and (iib) 12:00 noon on the Business Day that is three (3) Business Days (or solely with respect to a requested Borrowing on the Closing Date, one (1) Business Day) prior to the requested Funding Date in the case of a Revolving Loan that is a LIBOR Rate Loan, in each caseABR Loans), specifying (Ai) the amount and Type of such BorrowingLoans to be borrowed, (Bii) the requested Funding Borrowing Date and (which shall be a Business Day), (C) whether such Borrowing is to be a Borrowing of Base Rate Loans or a Borrowing of LIBOR Rate Loans, (Diii) in the case of a Borrowing of LIBOR Rate Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Each telephonic notice by the Borrower pursuant to this Section 2.2 must be applicable theretoconfirmed promptly by delivery to the Administrative Agent of a written Committed Loan Notice, which appropriately completed and signed by a Responsible Officer of the Borrower. Each borrowing under the Commitments shall be a period contemplated by the definition of the term “Interest Period” and (E) whether the Borrowing is of Tranche A Revolving Loans or Tranche B Revolving Loans; provided that if any Tranche B Facility exists at such time, such Borrowing shall be Tranche A Revolving Loans unless the outstanding principal amount of Tranche B Revolving Loans is less than the Tranche B Line Cap, in which case up to an amount equal to (x) in the Tranche B Line Cap minus case of ABR Loans, $1,000,000 or a whole multiple thereof (or, if the outstanding principal amount then aggregate Available Revolving Commitments are less than $1,000,000, such lesser amount) and (y) in the case of Tranche B Revolving Loans Eurodollar Loans, $1,000,000 or a whole multiple thereof. If the Borrower fails to specify a Type of such Revolving Loan in a Committed Loan Notice, then the applicable Loans shall be Tranche B made as ABR Loans. If the Borrower requests a borrowing of Eurodollar Loans in any such Committed Loan Notice but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Lender of the amount of its Percentage of the applicable Revolving Loans, and . Each relevant Lender will make the remaining amount of such Revolving its pro rata share of each borrowing of Loans shall be Tranche A Revolving Loans; provided that available to the Administrative Agent mayfor the account of the Borrower at the Funding Office prior to 12:00 Noon, in its sole discretionNew York City time, elect to accept as timely requests that are received later than the times specified above on the applicable Business DayBorrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. In lieu Such borrowing will then be made available to the Borrower by the Administrative Agent crediting the account of delivering the above-described written request, any Authorized Person may give Agent electronic notice Borrower on the books of such request office with the aggregate of the amounts made available to the Administrative Agent by the required time. In such circumstances, Borrowers agree that any such electronic notice will be confirmed relevant Lenders and in writing within 24 hours of like funds as received by the giving of such electronic notice, but the failure to provide such written confirmation shall not affect the validity of the requestAdministrative Agent.

Procedure for Borrowings. Each Borrowing shall be made by a written request by an Authorized Person delivered to Agent and received by Agent no later than (i) 12:00 noon on the Business Day that is the requested Funding Date in the case of a request for a Swing Loan or a Revolving Loan that is a Base Rate Loan and (ii) 12:00 noon on the Business Day that is three (3) Business Days (or solely with respect to a Borrowing The Borrower may borrow Term Loans on the Closing Date; provided that the Borrower shall give the Administrative Agent an irrevocable notice substantially in the form of Exhibit B-1 (which notice must be received by the Administrative Agent prior to 12:00 p.m., one New York City time, (1a) three Business Day) Days prior to the requested Funding Date in Borrowing Date, if all or any part of the case requested Term Loans are to be Eurodollar Loans, or (b) one Business Day prior to the requested Borrowing Date, if none of a Revolving Loan that is a LIBOR Rate Loan, in each casethe requested Loans are to be Eurodollar Loans), specifying (Ai) that a Term Loan is requested, (ii) the aggregate amount of such Borrowingto be borrowed, (Biii) the requested Funding Borrowing Date (which shall be a Business Daythe Closing Date), (Civ) whether such Borrowing the borrowing is to be a Borrowing of Eurodollar Loans, Alternate Base Rate Loans or a Borrowing of LIBOR Rate Loanscombination thereof, (Div) in if the case borrowing is to be entirely or partly of a Borrowing of LIBOR Rate Eurodollar Loans, the amounts of such Eurodollar Loans and the lengths of the initial Interest Period Periods therefor and (v) the number and the location of the account to which the proceeds are to be applicable theretodisbursed. Upon receipt of any such notice from the Borrower, which the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 11.2 prior to 11:00 a.m., New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent in the manner specified by the Borrower in such Notice of Borrowing in the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent. If the Borrower fails to indicate the initial Interest Periods in such notice, the Interest Period shall be a period contemplated by the definition of the term “Interest Period” and (E) whether the Borrowing is of Tranche A Revolving Loans or Tranche B Revolving Loans; provided that if any Tranche B Facility exists at such time, such Borrowing shall be Tranche A Revolving Loans unless the outstanding principal amount of Tranche B Revolving Loans is less than the Tranche B Line Cap, in which case up to an amount equal to the Tranche B Line Cap minus the outstanding principal amount of Tranche B Revolving Loans of such Revolving Loans shall be Tranche B Revolving Loans, and the remaining amount of such Revolving Loans shall be Tranche A Revolving Loans; provided that Agent may, in its sole discretion, elect to accept as timely requests that are received later than the times specified above on the applicable Business Day. In lieu of delivering the above-described written request, any Authorized Person may give Agent electronic notice of such request by the required time. In such circumstances, Borrowers agree that any such electronic notice will be confirmed in writing within 24 hours of the giving of such electronic notice, but the failure to provide such written confirmation shall not affect the validity of the requestone month.

Procedure for Borrowings. Each Borrowing shall be made The Borrower may borrow under the Commitment during the Commitment Period on any Business Day, by a written request by an Authorized Person delivered to Agent and received by Agent no later than (i) 12:00 noon on giving the Business Day that is the requested Funding Date in the case Bank irrevocable notice of a request for a Swing Loan or a Revolving Loan that is a Base Rate Loan and loan hereunder (ii) 12:00 noon on the Business Day that is three (3) Business Days (or solely with respect to a Borrowing on the Closing Date, one (1) Business Day) prior to the requested Funding Date in the case of a Revolving Loan that is a LIBOR Rate Loan, in each case, specifying (A) the amount of such Borrowing, (B) the requested Funding Date (which shall be a Business Day), (C) whether such Borrowing is to be a Borrowing of Base Rate Loans or a Borrowing of LIBOR Rate Loans, (Da) in the case of Eurodollar Loans three Business Days before a Borrowing proposed borrowing or continuation or conversion and (b) in the case of LIBOR Fluctuating Rate Loans, not less than one nor more than five Business Days before a proposed borrowing or continuation or conversion, setting forth (i) the initial amount of the Loan requested, which shall not be less than $100,000, (ii) the requested borrowing date or Interest Period commencement date, as the case may be, (iii) whether the borrowing or Interest Period is to be for a Eurodollar Loan, Fluctuating Rate Loan or a combination thereof, and (iv) if entirely or partially a Eurodollar Loan, the length of the Interest Period therefor, which shall be one, two, three or six months. As used in this Section 2.4, "conversion" shall mean the conversion from one interest rate to another interest rate as more fully described in this Agreement. Such notice shall be written and shall be sufficient if received (including, without limitation, via facsimile transmission) by 1 p.m. on the date on which such notice is to be given. If any such request is sent by facsimile it shall be confirmed in writing sent by the Borrower to the Bank within two Business Days thereafter. Unless notification is otherwise furnished by the Borrower to the Bank (in a manner consistent with the requirements of this Section), Loans will be made by credits to the Borrower's demand deposit account maintained with an institution agreed to by Borrower and Bank after closing, which institution agrees to execute the "blocking agreement" required by the Bank. If the Borrower furnishes such notice but no election is made as to the type of Loan or the Interest Period to be applicable thereto, which shall the Loan will automatically then be made as a period contemplated by the definition of the term “Interest Period” and (E) whether the Borrowing Fluctuating Rate Loan until such required information is of Tranche A Revolving Loans or Tranche B Revolving Loans; provided that if any Tranche B Facility exists at such time, such Borrowing shall be Tranche A Revolving Loans unless the outstanding principal amount of Tranche B Revolving Loans is less than the Tranche B Line Cap, in which case up to an amount equal furnished pursuant to the Tranche B Line Cap minus the outstanding principal amount of Tranche B Revolving Loans of such Revolving Loans shall be Tranche B Revolving Loans, and the remaining amount of such Revolving Loans shall be Tranche A Revolving Loans; provided that Agent may, in its sole discretion, elect to accept as timely requests that are received later than the times specified above on the applicable Business Dayterms hereof. In lieu of delivering the above-described written request, any Authorized Person may give Agent electronic notice of such request by the required time. In such circumstances, Borrowers agree that any such electronic notice will be confirmed in writing within 24 hours of the giving of such electronic notice, but the failure to provide such written confirmation shall not affect the validity of the request.2.5

Procedure for Borrowings. Each The Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing which, for the avoidance of doubt, may be delivered by e-mail in accordance with Section 11.1) of each Borrowing shall be made by substantially in the form of Exhibit 2.3 attached hereto (a written request by an Authorized Person delivered “Notice of Borrowing”) (x) prior to Agent 11:00 a.m. on the requested date of each Base Rate Borrowing and received by Agent no later than (iy) prior to 12:00 noon on the Business Day that is the requested Funding Date in the case of a request for a Swing Loan or a Revolving Loan that is a Base Rate Loan and (ii) 12:00 noon on the Business Day that is three (3) Business Days (or solely prior to the requested date of each Eurodollar Borrowing; provided, that such Notice of Borrowing may be submitted on the Closing Date with respect to a Borrowing any Eurodollar Borrowings made on the Closing Date, one (1) Business Day) prior solely to the requested Funding Date extent such Notice of Borrowing is accompanied by a funding indemnity letter in form and substance reasonably satisfactory to the case Administrative Agent. Each Notice of a Revolving Loan that is a LIBOR Rate Loan, in each case, specifying Borrowing shall be irrevocable and shall specify (Ai) the Borrower, (ii) the aggregate principal amount of such Borrowing, (Biii) the requested Funding Date date of such Borrowing (which shall be a Business Day), (Civ) whether the Type of the Loan comprising such Borrowing is to be a Borrowing of Base Rate Loans or a Borrowing of LIBOR Rate Loans, and (Dv) in the case of a Borrowing Eurodollar Borrowing, the duration of LIBOR Rate Loans, the initial Interest Period applicable thereto (subject to be applicable thereto, which shall be a period contemplated by the provisions of the definition of the term “Interest Period” and (E) whether the ). Each Borrowing is shall consist entirely of Tranche A Revolving Base Rate Loans or Tranche B Revolving Eurodollar Loans; provided that if any Tranche B Facility exists at such time, such Borrowing shall be Tranche A Revolving Loans unless as the outstanding Borrower may request. The aggregate principal amount of Tranche B Revolving Loans is each Eurodollar Borrowing shall not be less than $3,000,000 or a larger multiple of $1,000,000, and the Tranche B Line Cap, in which case up to an amount equal to the Tranche B Line Cap minus the outstanding aggregate principal amount of Tranche B Revolving Loans each Base Rate Borrowing shall not be less than $1,000,000 or a larger multiple of such Revolving Loans $100,000. At no time shall be Tranche B Revolving Loansthe total number of Eurodollar Borrowings outstanding at any time exceed three. Promptly following the receipt of a Notice of Borrowing in accordance herewith, the Administrative Agent shall advise each Lender of the details thereof and the remaining amount of such Revolving Loans shall Lender’s Loan to be Tranche A Revolving Loans; provided that Agent may, in its sole discretion, elect to accept made as timely requests that are received later than the times specified above on the applicable Business Day. In lieu of delivering the above-described written request, any Authorized Person may give Agent electronic notice of such request by the required time. In such circumstances, Borrowers agree that any such electronic notice will be confirmed in writing within 24 hours part of the giving of such electronic notice, but the failure to provide such written confirmation shall not affect the validity of the requestrequested Borrowing.

Procedure for Borrowings. Each Borrowing borrowing by the Borrower hereunder shall be made by on a written request by an Authorized Person delivered Working Day, if all or any part of such Loans initially are to be Eurodollar Loans, or a Business Day, if all or any part of such Loans initially are to be ABR Loans, provided that the Borrower shall deliver to the Administrative Agent and a Borrowing Certificate (which certificate, to be effective on the requested Borrowing Date, must be received by the Administrative Agent no later than (i) prior to 12:00 noon on the Business Day that is the requested Funding Date in the case of a request for a Swing Loan or a Revolving Loan that is a Base Rate Loan and (ii) 12:00 noon on the Business Day that is Noon, New York City time, three (3) Business Working Days (or solely with respect to a Borrowing on the Closing Date, one (1) Business Day) prior to the requested Funding Borrowing Date, if all or any part of such Loans initially are to be Eurodollar Loans or (ii) prior to I0:00 A.M., New York City time, on the requested Borrowing Date, if all or any part of such Loans initially are to be ABR Loans, provided that if such certificate is received after the specified time on the relevant Working Day or Business Day, such certificate shall be effective, and the requested Borrowing Date shall be deemed to be, the Working Day or Business Day (as applicable) next succeeding the requested Borrowing Date specified in the case of a Revolving Loan that is a LIBOR Rate Loan, in each casesuch certificate), specifying (A) the amount of such Borrowingto be borrowed, (B) the requested Funding Date (which shall be a Business Day)Borrowing Date, (C) whether such Borrowing is Loans are to be a Borrowing of Base Rate Eurodollar Loans, ABR Loans or a Borrowing of LIBOR Rate Loans, combination thereof and (D) in the case of a Borrowing of LIBOR Rate if such Loans are to be entirely or partly Eurodollar Loans, the respective amounts of such Type of Loan and the respective durations of the initial Interest Period to be applicable thereto, which Periods therefor. Each borrowing of Revolving Credit Loans shall be a period contemplated by the definition of the term “Interest Period” and (E) whether the Borrowing is of Tranche A Revolving Loans or Tranche B Revolving Loans; provided that if any Tranche B Facility exists at such time, such Borrowing shall be Tranche A Revolving Loans unless the outstanding principal amount of Tranche B Revolving Loans is less than the Tranche B Line Cap, in which case up to an amount equal to $1,000,000 or a whole multiple thereof (or such lesser amount as shall equal the Tranche B Line Cap minus the outstanding principal then unborrowed amount of Tranche B the Total Revolving Loans Credit Commitment). Upon receipt of such Revolving Loans each Borrowing Certificate, the Administrative Agent shall be Tranche B Revolving Loanspromptly notify each Lender thereof. Each Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in subsection I0.2 prior to 12:00 Noon, and New York City time, on the remaining Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. The Administrative Agent then will make the amount of such Revolving Loans shall be Tranche A Revolving Loans; provided that Agent mayborrowing available to the Borrower prior to 2:00P.M., in its sole discretionNew York City time, elect to accept as timely requests that are received later than on such date (i) by crediting the times specified above account of the Borrower on the applicable Business Day. In lieu of delivering the above-described written request, any Authorized Person may give Agent electronic notice books of such request office with the aggregate of the amounts made available to the Administrative Agent by the required time. In such circumstancesLenders and in like funds as received by the Administrative Agent, Borrowers agree that any such electronic notice will be confirmed or (ii) if so requested by the Borrower in writing within 24 hours of the giving related Borrowing Certificate, by initiating the transfer of such electronic notice, but amounts made available to the failure Administrative Agent in like funds to provide the Federal Reserve Bank of New York for the account of a member bank designated by the Borrower in such written confirmation shall not affect the validity of the requestBorrowing Certificate.

Procedure for Borrowings. Each The Company may effect a Borrowing shall of a Revolving Credit Loan on any Business Day occurring on or after the Effective Date by giving the Agent an irrevocable written notice of borrowing (each, a "Borrowing Request" in the form of Exhibit C) (which Borrowing Request must be made by a written request by an Authorized Person delivered to Agent and received by the Agent no later than (ia) 12:00 noon on the Business Day that is the requested Funding Date in the case of a request for a Swing Loan or a Revolving Loan that is a Base Rate Loan and (ii) 12:00 noon on the Business Day that is prior ----------- to 10:00 a.m., Boston time, three (3) Business Days (or solely with respect to a Borrowing on the Closing Datefewer days, one (1) Business Dayif each Bank in its sole discretion agrees) prior to the requested Funding Date in Borrowing Date, if the case of a Revolving Loan Company is requesting that is a LIBOR Rate Loan, in each case, specifying (A) the amount Loans be made as part of such Borrowing, and (Bb) prior to 10:00 a.m., Boston time, one Business Day prior to the requested Borrowing Date, if the Company is requesting that Alternate Base Rate Loans be made as part of such Borrowing), specifying (i) the amount to be borrowed, (ii) the requested Funding Date (which shall be a Business Day)Borrowing Date, (Ciii) whether such Borrowing is to be a Borrowing consist of LIBOR Loans, Alternate Base Rate Loans or a Borrowing of combination thereof, and (iv) if the Loans are to be LIBOR Rate Loans, (D) in the case length of a Borrowing of LIBOR Rate Loans, the initial Interest Period for each thereof. Each Borrowing shall be in an aggregate principal amount equal to or greater than $500,000 or, if less, the undrawn balance of the Revolving Credit Commitments. The principal amount of each Bank's Revolving Credit Loan made on a Borrowing Date shall be in an amount equal to such Bank's Revolving Credit Commitment Percentage of the Revolving Credit Loans made on such Borrowing Date. Subject to the provisions of paragraphs 2.8 and 2.9, Loans may be Alternate Base Rate Loans or LIBOR Loans, or any combination thereof. Upon receipt of each Borrowing Request from the Company, the Agent shall promptly notify each Bank thereof (such notice to be applicable theretopromptly confirmed in writing). Each Bank will make the amount of its Revolving Credit Commitment Percentage of each Borrowing available to the Agent for the account of the Company at the office of the Agent set forth in paragraph 11.1, which shall be a period contemplated not later than 12:00 noon, Boston time on the Borrowing Date requested by the definition Company, in funds immediately available to the Agent at such office. Amounts so made available to the Agent on a Borrowing Date will, subject to the satisfaction of the term “Interest Period” terms and conditions of this Agreement as determined by the Agent, be made immediately available on such date to the Company by the Agent at the office of the Agent specified in paragraph 11.1 by crediting the account of the Company on the books of such office with the aggregate of said amounts, in like funds as received by the Agent. Unless the Agent shall have received prior notice from a Bank (Eby telephone or otherwise, such notice to be promptly confirmed by telex, telecopy or other writing) whether that such Bank will not make available to the Agent such Bank's pro rata share of the Loans requested by the Company, the Agent may assume that such Bank has made such share available to the Agent on such Borrowing is of Tranche A Revolving Loans or Tranche B Revolving LoansDate in accordance with this paragraph; provided that if any Tranche B Facility exists at such timeBank received notice of the proposed borrowing from the Agent, and the Agent may, in reliance upon such assumption, make available to the Company on such Borrowing Date a corresponding amount. If and to the extent such Bank shall not have so made such pro rata share available to the Agent on such Borrowing Date, such Bank shall pay to the Agent on demand (in addition to such Bank's pro rata share of the Loans to be funded on such Borrowing shall be Tranche A Revolving Loans unless the outstanding principal amount of Tranche B Revolving Loans is less than the Tranche B Line Cap, in which case up to Date) an amount equal to the Tranche B Line Cap minus product of (i) the outstanding principal average computed for the period referred to in clause (iii) below, of the weighted average interest rate paid by the Agent for federal funds acquired by the Agent during each day included in such period, times(ii) the amount of Tranche B such Bank's ----- Revolving Loans Credit Commitment Percentage of such Revolving Credit Loans, times(iii) a fraction, the numerator of which is the number of days that elapse from and including such Borrowing Date to the date on which the amount of such Bank's Revolving Credit Commitment Percentage of such Revolving Credit Loans shall be Tranche B Revolving Loansbecome immediately available to the Agent, and the remaining denominator of which is 365. Such Bank shall not be entitled to receive interest on its pro rata share of the Loans for any period prior to the date it actually funds its pro rata share. If and to the extent such Bank shall not have so made such pro rata share available to the Agent within three (3) days following such Borrowing Date (and if and to the extent Agent has funded Bank's pro rata share of the Loans), the Company shall pay to the Agent forthwith on demand (but without duplication) an amount equal to such Bank's Revolving Credit Commitment Percentage of such Revolving Credit Loans, together with interest thereon for each day from the date such amount is made available to the Company until the date such amount is paid to the Agent, at the applicable interest rate for such Revolving Credit Loans as set forth in paragraph 2.8. Such payment by the Company, however, shall be Tranche A Revolving Loans; provided that Agent may, in without prejudice to its sole discretion, elect to accept as timely requests that are received later than the times specified above on the applicable Business Dayrights against such Bank. In lieu of delivering the above-described written request, any Authorized Person may give Agent electronic notice of such request by the required time. In such circumstances, Borrowers agree that any such electronic notice will be confirmed in writing within 24 hours of the giving of such electronic notice, but the failure to provide such written confirmation shall not affect the validity of the request.1.2

Procedure for Borrowings. To request a Borrowing of Loans, Borrower shall deliver to the Disbursing Agent a written notice, substantially in the form of Exhibit E (a "NOTICE OF BORROWING"). In addition to a Notice of Borrowing, Borrower shall deliver to the Disbursing Agent a written certificate, substantially in the form of Exhibit C (a "BORROWING BASE CERTIFICATE"), which shall conform to the requirements of Section 7.2(a) of this Agreement. Each Notice of Borrowing shall be made by a written request by an Authorized Person delivered to Agent and received by Agent no later than (i) 12:00 noon on the Business Day that is the requested Funding Date in the case of a request for a Swing Loan or a Revolving Loan that is a Base Rate Loan and (ii) 12:00 noon on the Business Day that is three (3) Business Days (or solely with respect to a Borrowing on the Closing Date, one specify (1) Business Day) prior to whether the requested Funding Date in the case of a Revolving Loan that is a LIBOR Rate Loan, in each case, specifying (A) the amount of such Borrowing, (B) the requested Funding Date (which shall be a Business Day), (C) whether such Borrowing is to be a Borrowing of Base Rate Loans or (subject to Section 4.9) Eurodollar Loans, and (2) the Business Day on which Borrower requests that such Loans be made. Notices of Borrowing for Base Rate Loans shall be received by the Disbursing Agent before 11:00 A.M. New York time on the Business Day prior to the date of the proposed Borrowing, and Notices of Borrowing for Eurodollar Loans shall be received by the Disbursing Agent not later than 11:00 A.M. New York time on the third Business Day prior to the date of the proposed Borrowing. Each Notice of Borrowing shall, unless otherwise specifically provided herein, consist entirely of Loans of the same Type and, if the requested Borrowing is to consist of Eurodollar Loans, shall be in an aggregate amount for all Lenders of not less than $1,000,000 or an integral multiple of $1,000,000 in excess thereof. Borrower shall specify in each Notice of Borrowing whether the conditions for the requested Borrowing are satisfied. Except as provided in Section 2.5, Borrower may request a Borrowing of LIBOR Rate Loans, Loans no more than eight (D) 8) times in the case of a Borrowing of LIBOR Rate Loans, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition first month of the term “Interest Period” hereof and five (E5) whether times per month thereafter (unless the Administrative Agent has instituted Monitoring Disbursement Procedures). Once given, a Notice of Borrowing is of Tranche A Revolving Loans or Tranche B Revolving Loans; provided that if any Tranche B Facility exists at such time, such Borrowing irrevocable by and binding on Borrower. Borrower shall be Tranche A Revolving Loans unless the outstanding principal amount of Tranche B Revolving Loans is less than the Tranche B Line Cap, in which case up to an amount equal provide to the Tranche B Line Cap minus the outstanding principal amount Disbursing Agent a list, with specimen signatures, of Tranche B Revolving Loans officers authorized to request Loans. Each Agent is entitled to rely upon such list until it is replaced by Borrower. The Disbursing Agent shall give each Lender prompt notice by telephone or facsimile transmission of such Revolving Loans shall be Tranche B Revolving Loans, and the remaining amount its receipt of such Revolving Loans shall be Tranche A Revolving Loans; provided that Agent may, in its sole discretion, elect to accept as timely requests that are received later than the times specified above on the applicable Business Day. In lieu a Notice of delivering the above-described written request, any Authorized Person may give Agent electronic notice of such request by the required time. In such circumstances, Borrowers agree that any such electronic notice will be confirmed in writing within 24 hours of the giving of such electronic notice, but the failure to provide such written confirmation shall not affect the validity of the requestBorrowing.

Procedure for Borrowings. Each Borrowing shall be made by a written request by an Authorized Person delivered to Agent and received by Agent no later than (i) 12:00 noon The Borrower may borrow under the applicable Commitment during the applicable Commitment Period on the any Business Day that is by giving the requested Funding Date in the case Bank irrevocable notice (each a "Notice of Borrowing") of a request for a Swing Revolving Credit Loan or a Revolving Loan that is a Base Rate Loan and hereunder (ii) 12:00 noon on the Business Day that is three (3) Business Days (or solely with respect to a Borrowing on the Closing Date, one (1) Business Day) prior to the requested Funding Date in the case of a Revolving Loan that is a LIBOR Rate Loan, in each case, specifying (A) the amount of such Borrowing, (B) the requested Funding Date (which shall be a Business Day), (C) whether such Borrowing is to be a Borrowing of Base Rate Loans or a Borrowing of LIBOR Rate Loans, (Da) in the case of LIBOR Loans three Business Days before a Borrowing proposed borrowing or continuation or conversion and (b) in the case of all other Loans not less than one nor more than five Business Days before a proposed borrowing or continuation or conversion, setting forth (i) the amount of the Loan requested, which shall not be less than $100,000, (ii) the requested borrowing date or Interest Period commencement date, as the case may be, (iii) whether the Loan shall be a LIBOR Loan, Fluctuating Rate LoansLoan or a combination thereof, and (iv) if entirely or partially a LIBOR Loan, the initial length of the Interest Period therefor, which shall be one, two, three or six months, as the Borrower shall elect. As used in this Section 2.3, "conversion" shall mean the conversion of a Loan from one Type to another Type as more fully described in this Agreement. Such notice shall be written (including, without limitation, via facsimile transmission) and shall be sufficient if received by l p.m. on the date on which such notice is to be given. If any such request is sent by facsimile it shall be confirmed in writing sent by the Borrower to the Bank within two Business Days thereafter. Unless notification is otherwise furnished by the Borrower to the Bank (in a manner consistent with the requirements of this Section), Loans will be made by credits to the Borrower's demand deposit account maintained with the Bank. If the Borrower furnishes such notice but no election is made as to the Type of Loan or the Interest Period to be applicable thereto, which shall the Loan will automatically then be made as a period contemplated by the definition of the term “Interest Period” and (E) whether the Borrowing Fluctuating Rate Loan until such required information is of Tranche A Revolving Loans or Tranche B Revolving Loans; provided that if any Tranche B Facility exists at such time, such Borrowing shall be Tranche A Revolving Loans unless the outstanding principal amount of Tranche B Revolving Loans is less than the Tranche B Line Cap, in which case up to an amount equal furnished pursuant to the Tranche B Line Cap minus the outstanding principal amount of Tranche B Revolving Loans of such Revolving Loans shall be Tranche B Revolving Loans, and the remaining amount of such Revolving Loans shall be Tranche A Revolving Loans; provided that Agent may, in its sole discretion, elect to accept as timely requests that are received later than the times specified above on the applicable Business Day. In lieu of delivering the above-described written request, any Authorized Person may give Agent electronic notice of such request by the required time. In such circumstances, Borrowers agree that any such electronic notice will be confirmed in writing within 24 hours of the giving of such electronic notice, but the failure to provide such written confirmation shall not affect the validity of the requestterms hereof.

Procedure for Borrowings. Each The applicable Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing which, for the avoidance of doubt, may be delivered by e-mail in accordance with Section 10.01) of each Borrowing shall be made by a written request by an Authorized Person delivered substantially in the form of Exhibit 2.03 (or such other form as reasonably satisfactory to the Administrative Agent and received by Agent no later than the Company) (ia “Notice of Borrowing”) (a) prior to 12:00 noon on the requested date of each Base Rate Borrowing and (b) prior to 12:00 noon three Business Days prior to the requested date of each Eurodollar Borrowing; provided that such Notice of Borrowing may be submitted no later than one Business Day that is prior to the requested Funding Closing Date with respect to any Borrowings made on the Closing Date. Each Notice of Borrowing shall be irrevocable and shall specify (i) the applicable Borrower, (ii) the aggregate principal amount of such Borrowing and, in the case of a request for a Swing Loan or a Borrowings of Revolving Loan that is a Base Rate Loan and (ii) 12:00 noon on Loans, the Business Day that is three (3) Business Days (or solely with respect to a Borrowing on the Closing Date, one (1) Business Day) prior to the requested Funding Date in the case of a Revolving Loan that is a LIBOR Rate Loan, in each case, specifying (A) the amount currency of such Borrowing, (Biii) whether the applicable Borrower is requesting a Borrowing of Term Loans or a Borrowing of Revolving Loans, (iv) the requested Funding Date date of such Borrowing (which shall be a Business Day), (Cv) whether the Type of such Loan comprising such Borrowing is and (vi) in the case of a Eurodollar Borrowing, the duration of the initial Interest Period applicable thereto (subject to be a the provisions of the definition of “Interest Period”). Each Borrowing shall consist entirely of Base Rate Loans or Eurodollar Loans, as the applicable Borrower may request. The aggregate principal amount of each Eurodollar Borrowing shall not be less than $3,000,000 or a larger multiple of $1,000,000, and the aggregate principal amount of each Base Rate Borrowing shall not be less than $1,000,000 or a larger multiple of $100,000 (and, in the case of a Borrowing of LIBOR Loans denominated in Euro, Sterling or any other Alternative Currency, each of the foregoing minimum and multiple amounts shall be determined pursuant to Section 1.07); provided that Base Rate LoansLoans made pursuant to Section 2.21(d) may be made in lesser amounts as provided therein. At no time shall the total number of Eurodollar Borrowings of Loans outstanding at any time exceed 12. Promptly following the receipt of a Notice of Borrowing in accordance herewith, the Administrative Agent shall advise each Lender of the details thereof and the amount of such Lender’s Loan to be made as part of the requested Borrowing. The proceeds of the Loans requested under this Section 2.03 will be disbursed by the Administrative Agent in immediately available funds by wire transfer to such bank account or accounts as designated by the applicable Borrower in the Notice of Borrowing. If no currency is specified with respect to any Eurodollar Borrowing, the applicable Borrower shall be deemed to have selected Dollars. If no election as to the Type of Borrowing is specified in the applicable Notice of Borrowing, then the requested Borrowing shall be (DA) in the case of a Borrowing denominated in Dollars, a Base Rate Borrowing, and (B) in the case of LIBOR Rate Loansa Borrowing denominated in Euros, the initial Sterling or any other Alternative Currency, a Eurodollar Borrowing. If no Interest Period with respect to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period” and (E) whether the any Eurodollar Borrowing is of Tranche A Revolving Loans or Tranche B Revolving Loans; provided that if any Tranche B Facility exists at such time, such Borrowing shall be Tranche A Revolving Loans unless the outstanding principal amount of Tranche B Revolving Loans is less than the Tranche B Line Cap, specified in which case up to an amount equal to the Tranche B Line Cap minus the outstanding principal amount of Tranche B Revolving Loans of such Revolving Loans shall be Tranche B Revolving Loans, and the remaining amount of such Revolving Loans shall be Tranche A Revolving Loans; provided that Agent may, in its sole discretion, elect to accept as timely requests that are received later than the times specified above on the applicable Business Day. In lieu Notice of delivering Borrowing, then the above-described written request, any Authorized Person may give Agent electronic notice of such request by the required time. In such circumstances, Borrowers agree that any such electronic notice applicable Borrower will be confirmed in writing within 24 hours deemed to have selected an Interest Period of the giving of such electronic notice, but the failure to provide such written confirmation shall not affect the validity of the requestone-month’s duration.

Procedure for Borrowings. Each Borrowing Whenever Company desires that Lenders make LIBOR Rate Loans, it shall be made by a written request by an Authorized Person delivered deliver to Agent and received by Agent no later than (i) 12:00 noon on the Business Day that is the requested Funding Date in the case a Notice of a request for a Swing Loan or a Revolving Loan that is a Base LIBOR Rate Loan and (ii) 12:00 noon on the Business Day that is Borrowing at least three (3) Business Days (or solely with respect to a Borrowing on in advance of the Closing proposed Funding Date, one (1) Business Day) prior to the requested Funding Date in the case . The Notice of a Revolving Loan that is a LIBOR Rate Loan, in each case, specifying Borrowing shall specify (Ai) the amount of such Borrowing, (B) the requested proposed Funding Date (which shall be a Business Day), (Cii) whether such Borrowing is to be a Borrowing the amount of Base Rate Loans or a Borrowing of LIBOR Rate Loansrequested, and (Diii) in the case of a Borrowing of LIBOR Rate Loans, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period” and (E) whether the Borrowing is of Tranche A Revolving Loans or Tranche B Revolving Loans; provided that if any Tranche B Facility exists at such time, such Borrowing shall be Tranche A Revolving Loans unless the outstanding principal amount of Tranche B Revolving Loans is less than the Tranche B Line Cap, in which case up to an amount equal to the Tranche B Line Cap minus the outstanding principal amount of Tranche B Revolving Loans of such Revolving Loans shall be Tranche B Revolving Loans, and the remaining amount of such Revolving Loans shall be Tranche A Revolving Loans; provided that Agent may, in its sole discretion, elect to accept as timely requests that are received later than the times specified above on the applicable Business Dayrequested therefor. In lieu of delivering the above-described written requestNotice of LIBOR Rate Borrowing, any Authorized Person Company may give Agent electronic facsimile or telephonic notice of such request by the required time of any proposed LIBOR Rate Loan. Whenever Company desires that Lenders make Prime Rate Loans, Company shall give Agent facsimile or telephonic notice prior to 1:00 p.m. (Boston time) on the applicable Funding Date. In such circumstancesNeither Agent nor any Lender shall incur any liability to Company in acting upon any facsimile or telephonic notice referred to above that Agent believes in good faith to have been given by a duly authorized officer or other person authorized to borrow on behalf of Company or for otherwise acting in good faith under this subsection 2.1C, Borrowers agree that and upon funding of Loans by Lenders in accordance with this Agreement pursuant to any such electronic notice will be confirmed in writing within 24 hours of the giving of such electronic facsimile or telephonic notice, but the Company shall have effected Loans hereunder. Except as otherwise provided in subsections 2.7B, 2.7C and 2.7G, a Notice of LIBOR Rate Borrowing (or facsimile or telephonic notice in lieu thereof) shall be irrevocable, and Company shall be bound to make a borrowing in accordance therewith or be subject to liability for losses to Lenders caused by its failure to provide borrow any such written confirmation shall not affect the validity of the requestLoan.

Procedure for Borrowings. Each Borrowing The Lessor may borrow pursuant to this ------------------------ Article II by giving the Agent not less than three Business Days' notice, by 1:00 p.m. New York time, of its request for loans hereunder. Such notice shall be made by a written request by an Authorized Person delivered to Agent and received by Agent no later than specify (i) 12:00 noon on the Business Day that is date of the requested Funding Date in proposed borrowing (the case of a request for a Swing Loan or a Revolving Loan that is a Base Rate Loan and "Borrowing Date"), (ii) the aggregate principal amount of loans, (iii) whether the loans are to bear interest at a Base Rate, Eurodollar Rate or LIBOR Rate, and (iv) if the loans are to bear interest at a Eurodollar Rate, the term of the interest period therefor. Upon receipt of any such notice from the Lessor and on such date of receipt, the Agent shall forthwith give notice to each Lender of the substance thereof. Not later than 12:00 noon noon, New York time, on the Business Day that is three (3) Business Days (or solely with respect Borrowing Date specified in such notice, each Lender shall make available to the Agent in immediately available funds at the office of the Agent at 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, such Lender's pro rata share of the requested loans. Upon receipt by the Agent of all such funds and upon satisfaction of the conditions set forth in this Article II, the Agent shall disburse to the Lessor the loan requested in such notice. The Agent may, but shall not be required to, advance on behalf of any such Lender such Lender's pro rata share of the loans on a Borrowing on Date unless such Lender shall have notified the Closing Date, one (1) Business Day) Agent prior to the requested Funding Borrowing Date in the case of a Revolving Loan that is a LIBOR Rate Loan, in each case, specifying (A) the amount it does not intend to make available its pro rata share of such Borrowingloans on such date. If the Agent makes such advance, (B) the requested Funding Date (which Agent shall be a Business Day), (C) whether entitled to recover such Borrowing amount on demand from the Lender on whose behalf such advance was made. Until such amount is repaid to the Agent by such Lender or the Lessor such advance shall be deemed for all purposes to be a Borrowing of Base Rate Loans or a Borrowing of LIBOR Rate Loans, (D) in loan made by the case of a Borrowing of LIBOR Rate LoansAgent. If the Agent recovers such amount from such Lender, the initial Interest Period to be applicable thereto, which Agent shall be entitled to recover from the Lender interest on the amount advanced by it for each day such amount is made available at a period contemplated by the definition of the term “Interest Period” and (E) whether the Borrowing is of Tranche A Revolving Loans or Tranche B Revolving Loans; provided that if any Tranche B Facility exists at such time, such Borrowing shall be Tranche A Revolving Loans unless the outstanding principal amount of Tranche B Revolving Loans is less than the Tranche B Line Cap, in which case up to an amount rate per annum equal to the Tranche B Line Cap minus customary rate set by the outstanding principal Agent for the correction of errors among banks for the first three Business Days and, thereafter, at the applicable rate on the loans made on the Borrowing Date. If the Agent recovers such amount of Tranche B Revolving Loans of such Revolving Loans from the Lessor, the Agent shall be Tranche B Revolving Loans, and entitled to recover from the remaining amount of such Revolving Loans shall be Tranche A Revolving Loans; provided that Agent may, in its sole discretion, elect to accept as timely requests that are received later than the times specified above Lessor interest on the applicable Business Day. In lieu of delivering amount advanced by it for each day such amount is made available at a rate per annum equal to the above-described written request, any Authorized Person may give Agent electronic notice of such request customary rate set by the required time. In such circumstancesAgent for the correction of errors among banks for the first Business Days and, Borrowers agree that any such electronic notice will be confirmed in writing within 24 hours of thereafter at the giving of such electronic notice, but applicable rate on the failure to provide such written confirmation shall not affect loans made on the validity of the requestBorrowing Date.

Procedure for Borrowings. Each Borrowing borrowing by the Borrower hereunder shall be made by on a written request by an Authorized Person delivered Working Day, if all or any part of such Loans initially are to be Eurodollar Loans, or a Business Day, if all or any part of such Loans initially are to be ABR Loans, provided that the Borrower shall deliver to the Administrative Agent and a Borrowing Certificate (which certificate, to be effective on the requested Borrowing Date, must be received by the Administrative Agent no later than (i) prior to 12:00 noon on the Business Day that is the requested Funding Date in the case of a request for a Swing Loan or a Revolving Loan that is a Base Rate Loan and (ii) 12:00 noon on the Business Day that is Noon, New York City time, three (3) Business Working Days (or solely with respect to a Borrowing on the Closing Date, one (1) Business Day) prior to the requested Funding Borrowing Date, if all or any part of such Loans initially are to be Eurodollar Loans or (ii) prior to 10:00 A.M., New York City time, on the requested Borrowing Date, if all or any part of such Loans initially are to be ABR Loans, provided that if such certificate is received after the specified time on the relevant Working Day or Business Day, such certificate shall be effective, and the requested Borrowing Date shall be deemed to be, the Working Day or Business Day (as applicable) next succeeding the requested Borrowing Date specified in the case of a Revolving Loan that is a LIBOR Rate Loan, in each casesuch certificate), specifying (A) the amount of such Borrowingto be borrowed, (B) the requested Funding Date (which shall be a Business Day)Borrowing Date, (C) whether such Borrowing is Loans are to be a Borrowing of Base Rate Eurodollar Loans, ABR Loans or a Borrowing of LIBOR Rate Loans, combination thereof and (D) in the case of a Borrowing of LIBOR Rate if such Loans are to be entirely or partly Eurodollar Loans, the respective amounts of such Type of Loan and the respective durations of the initial Interest Period to be applicable theretoPeriods therefor. Such Borrowing Certificate shall also identify such Loans as Term Loans, which Swingline Loans or Revolving Credit Loans. Each borrowing of Swingline Loans and Revolving Credit Loans shall be a period contemplated by the definition of the term “Interest Period” and (E) whether the Borrowing is of Tranche A Revolving Loans or Tranche B Revolving Loans; provided that if any Tranche B Facility exists at such time, such Borrowing shall be Tranche A Revolving Loans unless the outstanding principal amount of Tranche B Revolving Loans is less than the Tranche B Line Cap, in which case up to an amount equal to $1,000,000 or a whole multiple thereof (or such lesser amount as shall equal the Tranche B Line Cap minus the outstanding principal then unborrowed amount of Tranche B the Total Revolving Loans Credit Commitment). Upon receipt of such Revolving Loans each Borrowing Certificate, the Administrative Agent shall be Tranche B Revolving Loanspromptly notify each Lender thereof. Each Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in subsection 10.2 prior to 12:00 Noon, and New York City time, on the remaining Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. The Administrative Agent then will make the amount of such Revolving Loans shall be Tranche A Revolving Loans; provided that Agent mayborrowing available to the Borrower prior to 2:00 P.M., in its sole discretionNew York City time, elect to accept as timely requests that are received later than on such date (i) by crediting the times specified above account of the Borrower on the applicable Business Day. In lieu of delivering the above-described written request, any Authorized Person may give Agent electronic notice books of such request office with the aggregate of the amounts made available to the Administrative Agent by the required time. In such circumstancesLenders and in like funds as received by the Administrative Agent, Borrowers agree that any such electronic notice will be confirmed or (ii) if so requested by the Borrower in writing within 24 hours of the giving related Borrowing Certificate, by initiating the transfer of such electronic notice, but amounts made available to the failure Administrative Agent in like funds to provide the Federal Reserve Bank of New York for the account of a member bank designated by the Borrower in such written confirmation shall not affect the validity of the requestBorrowing Certificate.

Procedure for Borrowings. Each Borrowing shall be made The Borrower may borrow under the Commitment during the Commitment Period and may, subject to the limitations set forth in this Agreement, convert and continue interest rates, on any Business Day, by a written request by an Authorized Person delivered to Agent and received by Agent no later than (i) 12:00 noon on giving the Business Day that is the requested Funding Date in the case Bank irrevocable notice of a request for a Swing Loan or a Revolving Loan that is a Base Rate Loan and therefor (ii) 12:00 noon on the Business Day that is three (3) Business Days (or solely with respect to a Borrowing on the Closing Date, one (1) Business Day) prior to the requested Funding Date in the case of a Revolving Loan that is a LIBOR Rate Loan, in each case, specifying (A) the amount of such Borrowing, (B) the requested Funding Date (which shall be a Business Day), (C) whether such Borrowing is to be a Borrowing of Base Rate Loans or a Borrowing of LIBOR Rate Loans, (Da) in the case of LIBOR Loans three Business Days before a Borrowing proposed borrowing or continuation or conversion and (b) in the case of Fluctuating Rate Loans not less than one nor more than five Business Days before a proposed borrowing or continuation or conversion, setting forth (i) the amount of the Loan requested, which shall not be less than $100,000, (ii) the requested borrowing date or Interest Period commencement date, as the case may be, (iii) whether the borrowing or Interest Period is to be for a LIBOR Loan, Fluctuating Rate LoansLoan or a combination thereof, and (iv) if entirely or partially a LIBOR Loan, the initial length of the Interest Period therefor, which shall be one, two or three months. As used in this Section 2.3, "conversion" shall mean the conversion from one interest rate to another interest rate as more fully described in this Agreement. Such notice shall be written (including, without limitation, via facsimile transmission) and shall be sufficient if received by l p.m. on the date on which such notice is to be given. If any such request is sent by facsimile it shall be confirmed in writing sent by the Borrower to the Bank within two Business Days thereafter. Unless notification is otherwise furnished by the Borrower to the Bank (in a manner consistent with the requirements of this Section), Loans will be made by credits to the Borrower's demand deposit account maintained with the Bank. If the Borrower furnishes such notice but no election is made as to the type of Loan or the Interest Period to be applicable thereto, which shall the Loan will automatically then be made as a period contemplated by the definition of the term “Interest Period” and (E) whether the Borrowing Fluctuating Rate Loan until such required information is of Tranche A Revolving Loans or Tranche B Revolving Loans; provided that if any Tranche B Facility exists at such time, such Borrowing shall be Tranche A Revolving Loans unless the outstanding principal amount of Tranche B Revolving Loans is less than the Tranche B Line Cap, in which case up to an amount equal furnished pursuant to the Tranche B Line Cap minus the outstanding principal amount of Tranche B Revolving Loans of such Revolving Loans shall be Tranche B Revolving Loans, and the remaining amount of such Revolving Loans shall be Tranche A Revolving Loans; provided that Agent may, in its sole discretion, elect to accept as timely requests that are received later than the times specified above on the applicable Business Day. In lieu of delivering the above-described written request, any Authorized Person may give Agent electronic notice of such request by the required time. In such circumstances, Borrowers agree that any such electronic notice will be confirmed in writing within 24 hours of the giving of such electronic notice, but the failure to provide such written confirmation shall not affect the validity of the requestterms hereof.

Procedure for Borrowings. Each Borrowing shall be made by a written request by an Authorized Person delivered to Agent and received by Agent no later than (i) 12:00 noon on the Business Day that is the requested Funding Date in the case of a request for a Swing Loan or a Revolving Loan that is a Base Rate Loan and (ii) 12:00 noon on the Business Day that is three threetwo (332) Business Days (or solely with respect to a Borrowing on the Closing ClosingFourth Amendment Effective Date, one (1) Business Day) prior to the requested Funding Date in the case of a Revolving Loan that is a LIBOR Rate RateTerm SOFR Loan, in each case, specifying (A) the amount of such Borrowing, (B) the requested Funding Date (which shall be a Business Day), (C) whether such Borrowing is to be a Borrowing of Base Rate Loans or a Borrowing of LIBOR Rate RateTerm SOFR Loans, (D) in the case of a Borrowing of LIBOR Rate RateTerm SOFR Loans, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period” and (E) whether the Borrowing is of Tranche A Revolving Loans or Tranche B Revolving Loans; provided that if any Tranche B Facility exists at such time, such Borrowing shall be Tranche A Revolving Loans unless the outstanding principal amount of Tranche B Revolving Loans is less than the Tranche B Line Cap, in which case up to an amount equal to the Tranche B Line Cap minus the outstanding principal amount of Tranche B Revolving Loans of such Revolving Loans shall be Tranche B Revolving Loans, and the remaining amount of such Revolving Loans shall be Tranche A Revolving Loans; provided that Agent may, in its sole discretion, elect to accept as timely requests that are received later than the times specified above on the applicable Business Day. In lieu of delivering the above-described written request, any Authorized Person may give Agent electronic notice of such request by the required time. In such circumstances, Borrowers agree that any such electronic notice will be confirmed in writing within 24 hours of the giving of such electronic notice, but the failure to provide such written confirmation shall not affect the validity of the request.

Procedure for Borrowings. Each Borrowing shall be made by a written request by an Authorized Person delivered to Agent and received by Agent no later than (ia) 12:00 noon on the Business Day that is the requested Funding Date in the case of a request for a Swing Loan or a Revolving Loan that is a Base Rate Loan and (ii) 12:00 noon on the Business Day that is three (3) Business Days (or solely with With respect to Pro Rata Loans, the Company may effect a Borrowing on any Business Day occurring on or after the Closing DateEffective Date by giving the Agent an irrevocable telephonic (to be promptly confirmed in writing) or written notice of borrowing (each, one a "Borrowing Request" in the form of Exhibit C) (1which Borrowing Request must be received by the Agent (a) prior to 10:00 a.m., Boston time, two Business Day) Days prior to the requested Funding Date in Borrowing Date, if the case of a Revolving Loan Company is requesting that is a LIBOR Eurodollar Rate Loan, in each case, specifying (A) the amount Loans be made as part of such Borrowing, and (Bb) prior to 10:00 a.m., Boston time, one Business Day prior to the requested Borrowing Date, if the Company is requesting that Alternate Base Rate Loans be made as part of such Borrowing), specifying (i) the amount to be borrowed, (ii) the requested Funding Date (which shall be a Business Day)Borrowing Date, (Ciii) whether such Borrowing is to be a Borrowing consist of Eurodollar Rate Loans, Alternate Base Rate Loans or a Borrowing of LIBOR combination thereof, and (iv) if the Loans are to be Eurodollar Rate Loans, the length of the initial Interest Period for each thereof. Each Borrowing shall be in an aggregate principal amount equal to or greater than $500,000 or, if less, the undrawn balance of the Aggregate Tranche A or Tranche B Commitments, as the case may be. The principal amount of each Bank's Tranche A Loan or Tranche B Loan made on a Borrowing Date shall be in an amount equal to such Bank's Tranche A Commitment Percentage or Tranche B Commitment Percentage, as the case may be, of the Loans made on such Borrowing Date. Subject to the provisions of paragraphs 2.8 and 2.9, Loans may be Alternate Base Rate Loans or Eurodollar Rate Loans, or any combination thereof. Upon receipt of each Borrowing Request from the Company, the Agent shall promptly notify each Bank thereof (D) such notice to be promptly confirmed in writing). Each Bank will make the amount of its Commitment Percentage of each Borrowing available to the Agent for the account of the Company at the office of the Agent set forth in paragraph 11.1, in the case of a Borrowing of LIBOR Eurodollar Rate Loans, not later than 12:00 noon, Boston time, and in the initial Interest Period case of Alternate Base Rate Loans, not later than 11:00 a.m., Boston time, on the Borrowing Date requested by the Company, in funds immediately available to the Agent at such office. Amounts so made available to the Agent on a Borrowing Date will, subject to the satisfaction of the terms and conditions of this Agreement as determined by the Agent, be made immediately available on such date to the Company by the Agent at the office of the Agent specified in paragraph 11.1 by crediting the account of the Company on the books of such office with the aggregate of said amounts, in like funds as received by the Agent. Unless the Agent shall have received prior notice from a Bank (by telephone or otherwise, such notice to be applicable theretopromptly confirmed by telex, which shall be a period contemplated telecopy or other writing) that such Bank will not make available to the Agent such Bank's pro rata share of the Loans requested by the definition Company, the Agent may assume that such Bank has made such share available to the Agent on such Borrowing Date in accordance with this paragraph, provided that such Bank received notice of the term “Interest Period” proposed borrowing from the Agent, and (E) whether the Agent may, in reliance upon such assumption, make available to the Company on such Borrowing is of Tranche A Revolving Loans or Tranche B Revolving Loans; provided that if any Tranche B Facility exists at Date a corresponding amount. If and to the extent such timeBank shall not have so made such pro rata share available to the Agent on such Borrowing Date, such Borrowing Bank shall be Tranche A Revolving Loans unless pay to the outstanding principal amount of Tranche B Revolving Loans is less than the Tranche B Line Cap, in which case up to Agent on demand an amount equal to the Tranche B Line Cap minus product of (i) the outstanding principal average computed for the period referred to in clause (iii) below, of the weighted average interest rate paid by the Agent for federal funds acquired by the Agent during each day included in such period, times (ii) the amount of Tranche B Revolving Loans such Bank's Commitment Percentage of such Revolving Loans, times (iii) a fraction, the numerator of which is the number of days that elapse from and including such Borrowing Date to the date on which the amount of such Bank's Commitment Percentage of such Loans shall be Tranche B Revolving Loansbecome immediately available to the Agent, and the remaining denominator of which is 365. If such Bank shall pay to the Agent such amount, such amount so paid shall constitute such Bank's Loan as part of such Revolving Loans for purposes of this Agreement, which Loan shall be Tranche A Revolving Loans; provided that Agent may, in its sole discretion, elect deemed to accept as timely requests that are received later than the times specified above have been made by such Bank on the applicable Business Daydate such amount is so paid, but without prejudice to the Company's rights against such Bank. In lieu of delivering If and to the above-described written requestextent such Bank shall not have so made such pro rata share available to the Agent within three (3) days following such Borrowing Date, any Authorized Person may give the Company shall pay to the Agent electronic notice forthwith on demand (but without duplication) an amount equal to such Bank's Commitment Percentage of such request Loans, together with interest thereon for each day from the date such amount is made available to the Company until the date such amount is paid to the Agent, at the applicable interest rate for such Loans as set forth in paragraph 2.8. Such payment by the required time. In Company, however, shall be without prejudice to its rights against such circumstances, Borrowers agree that any such electronic notice will be confirmed in writing within 24 hours of the giving of such electronic notice, but the failure to provide such written confirmation shall not affect the validity of the requestBank.

Procedure for Borrowings. Each Borrowing shall be made by a written request by an Authorized Person delivered to Agent and received by Agent no later than (i) 12:00 noon on the Business Day that is the requested Funding Date in the case of a request for a Swing Loan or a Revolving Loan that is a Base Rate Loan and (ii) 12:00 noon on the Business Day that is three (3) Business Days (or solely with With respect to Pro Rata Loans, the Company may effect a Borrowing on any Business Day occurring on or after the Closing DateEffective Date by giving the Agent an irrevocable telephonic (to be promptly confirmed in writing) or written notice of borrowing (each, one a "Borrowing Request" in the form of Exhibit C) (1which Borrowing Request must be received by the Agent (a) prior to 10:00 a.m., Boston time, two Business Day) Days prior to the requested Funding Date in Borrowing Date, if the case of a Revolving Loan Company is requesting that is a LIBOR Eurodollar Rate Loan, in each case, specifying (A) the amount Loans be made as part of such Borrowing, and (Bb) prior to 10:00 a.m., Boston time, one Business Day prior to the requested Borrowing Date, if the Company is requesting that Alternate Base Rate Loans be made as part of such Borrowing), specifying (i) the amount to be borrowed, (ii) the requested Funding Date (which shall be a Business Day)Borrowing Date, (Ciii) whether such Borrowing is to be a Borrowing consist of Eurodollar Rate Loans, Alternate Base Rate Loans or a Borrowing of LIBOR combination thereof, and (iv) if the Loans are to be Eurodollar Rate Loans, the length of the initial Interest Period for each thereof. Each Borrowing shall be in an aggregate principal amount equal to or greater than $500,000 or, if less, the undrawn balance of the Commitments. The principal amount of each Bank's Loan made on a Borrowing Date shall be in an amount equal to such Bank's Commitment Percentage, of the Loans made on such Borrowing Date. Subject to the provisions of paragraphs 2.8 and 2.9, Loans may be Alternate Base Rate Loans or Eurodollar Rate Loans, or any combination thereof. Upon receipt of each Borrowing Request from the Company, the Agent shall promptly notify each Bank thereof (D) such notice to be promptly confirmed in writing). Each Bank will make the amount of its Commitment Percentage of each Borrowing available to the Agent for the account of the Company at the office of the Agent set forth in paragraph 11.1, in the case of a Borrowing of LIBOR Eurodollar Rate Loans, not later than 12:00 noon, Boston time, and in the initial Interest Period case of Alternate Base Rate Loans, not later than 11:00 a.m., Boston time, on the Borrowing Date requested by the Company, in funds immediately available to the Agent at such office. Amounts so made available to the Agent on a Borrowing Date will, subject to the satisfaction of the terms and conditions of this Agreement as determined by the Agent, be made immediately available on such date to the Company by the Agent at the office of the Agent specified in paragraph 11.1 by crediting the account of the Company on the books of such office with the aggregate of said amounts, in like funds as received by the Agent. Unless the Agent shall have received prior notice from a Bank (by telephone or otherwise, such notice to be applicable theretopromptly confirmed by telex, which shall be a period contemplated telecopy or other writing) that such Bank will not make available to the Agent such Bank's pro rata share of the Loans requested by the definition Company, the Agent may assume that such Bank has made such share available to the Agent on such Borrowing Date in accordance with this paragraph, provided that such Bank received notice of the term “Interest Period” proposed borrowing from the Agent, and (E) whether the Agent may, in reliance upon such assumption, make available to the Company on such Borrowing is of Tranche A Revolving Loans or Tranche B Revolving Loans; provided that if any Tranche B Facility exists at Date a corresponding amount. If and to the extent such timeBank shall not have so made such pro rata share available to the Agent on such Borrowing Date, such Borrowing Bank shall be Tranche A Revolving Loans unless pay to the outstanding principal amount of Tranche B Revolving Loans is less than the Tranche B Line Cap, in which case up to Agent on demand an amount equal to the Tranche B Line Cap minus product of (i) the outstanding principal average computed for the period referred to in clause (iii) below, of the weighted average interest rate paid by the Agent for federal funds acquired by the Agent during each day included in such period, times (ii) the amount of Tranche B Revolving Loans such Bank's Commitment Percentage of such Revolving Loans, times (iii) a fraction, the numerator of which is the number of days that elapse from and including such Borrowing Date to the date on which the amount of such Bank's Commitment Percentage of such Loans shall be Tranche B Revolving Loansbecome immediately available to the Agent, and the remaining denominator of which is 365. If such Bank shall pay to the Agent such amount, such amount so paid shall constitute such Bank's Loan as part of such Revolving Loans for purposes of this Agreement, which Loan shall be Tranche A Revolving Loans; provided that Agent may, in its sole discretion, elect deemed to accept as timely requests that are received later than the times specified above have been made by such Bank on the applicable Business Daydate such amount is so paid, but without prejudice to the Company's rights against such Bank. In lieu of delivering If and to the above-described written requestextent such Bank shall not have so made such pro rata share available to the Agent within three (3) days following such Borrowing Date, any Authorized Person may give the Company shall pay to the Agent electronic notice forthwith on demand (but without duplication) an amount equal to such Bank's Commitment Percentage of such request Loans, together with interest thereon for each day from the date such amount is made available to the Company until the date such amount is paid to the Agent, at the applicable interest rate for such Loans as set forth in paragraph 2.8. Such payment by the required time. In Company, however, shall be without prejudice to its rights against such circumstances, Borrowers agree that any such electronic notice will be confirmed in writing within 24 hours of the giving of such electronic notice, but the failure to provide such written confirmation shall not affect the validity of the requestBank.