. To borrow Initial Term Loans on the Closing Date, the Borrower shall give the Administrative Agent irrevocable notice by submitting a Borrowing Request (which Borrowing Request must be received by the Administrative Agent prior to 12:00 Noon, New York City time, # three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or # one Business Day prior to the requested Borrowing Date, in the case of ABR Loans), specifying # the amount and Type of Initial Term Loans to be borrowed, and # in the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Each borrowing under the Commitments shall be in an amount equal to # in the case of ABR Loans, $1,000,000 or a whole multiple thereof and # in the case of Eurodollar Loans, $5,000,000, or a whole multiple of $1,000,000 in excess thereof. Upon receipt of any Borrowing Request from the Borrower, the Administrative Agent shall promptly notify each applicable Term Lender thereof. Each Lender will make the amount of its applicable Commitment available to the Administrative Agent for the account of the Borrower at the applicable Funding Office prior to 12:00 Noon, New York City time, on the Borrowing Date in respect of such Commitments requested by such Borrower in funds immediately available to the Administrative Agent.

. The Borrower shall give the Administrative Agent irrevocable notice in the form of [Exhibit E] (which notice must be received by the Administrative Agent prior to 11:00 A.M., New York City time, # three (3) Business Days prior to the requested Borrowing Date, in the case of Eurocurrency Loans, or # one (1) Business Day prior to the requested Borrowing Date, in the case of ABR Loans) requesting that the Dollar Term Lenders make the Dollar Term Loans on the Funding Date, specifying the amount to be borrowed, the requested Borrowing Date and whether such Dollar Term Loan shall be Eurocurrency Loans or ABR Loans and, in the case of Eurocurrency Loans, the initial Interest Period applicable thereto, which shall be a period contemplated by the definition of “Interest Period”. Upon receipt of such notice the Administrative Agent shall promptly notify each Dollar Term Lender thereof. Not later than 11:00 A.M., New York City time, on the Funding Date each Dollar Term Lender shall make available to the Administrative Agent at the Funding Office an amount in Dollars in immediately available funds equal to the Dollar Term Loan to be made by such Lender. The Administrative Agent shall credit the account of the Borrower on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the Dollar Term Lenders in immediately available funds.

. The Borrower may borrow under the Revolving Commitments during the Revolving Commitment Period on any Business Day, provided that the Borrower shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to # 2:00 P.M., New York City time, three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or # 2:00 P.M., New York City time, on the requested Borrowing Date, in the case of ABR Loans), specifying # the amount and Type of Revolving Loans to be borrowed, # the requested Borrowing Date and # in the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Each borrowing under the Revolving Commitments shall be in an amount equal to # in the case of ABR Loans, $1,000,000 or a whole multiple thereof (or, if the then aggregate Available Revolving Commitments are less than $1,000,000, such lesser amount) and # in the case of Eurodollar Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof; provided, that the Swingline Lender may request, on behalf of the Borrower, borrowings under the Revolving Commitments that are ABR Loans in other amounts pursuant to Section 2.7. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Revolving Lender thereof. Each Revolving 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 Funding Office prior to # in the case of Eurodollar borrowings, 12:00 Noon, New York City time, and # in case of ABR borrowings, prior to 2:00 P.M., New York City time, in each case, 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 crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Revolving Lenders and in like funds as received by the Administrative Agent.

SECTION # Requests for Borrowing. In order to request a Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone # in the case of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three Business Days before a proposed Borrowing, and # in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before a proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly by hand delivery, e-mail or fax to the Administrative Agent of a written Borrowing Request and shall specify the following information: # whether the Borrowing then being requested is to be a Borrowing of Initial Term Loans or a Borrowing of Incremental Loans and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing; # the number and location of the account to which funds are to be disbursed; # the amount of such Borrowing; and # if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in [Section 2.02]. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender’s portion of the requested Borrowing. For the avoidance of doubt, the notice of the initial Borrowings on the Closing Date may be conditional on the effectiveness of this Agreement.

Procedure for Dollar Term Loan Borrowing. The Borrower shall give the Administrative Agent irrevocable notice in the form of [Exhibit E] (which notice must be received by the Administrative Agent prior to 11:00 A.M., New York City time, # three (3) Business Days prior to the requested Borrowing Date, in the case of Eurocurrency Loans, or # one (1) Business Day prior to the requested Borrowing Date, in the case of ABR Loans) requesting that the Dollar Term Lenders make the Dollar Term Loans on the Funding Date, specifying the amount to be borrowed, the requested Borrowing Date and whether such Dollar Term Loan shall be Eurocurrency Loans or ABR Loans and, in the case of Eurocurrency Loans, the initial Interest Period applicable thereto, which shall be a period contemplated by the definition of “Interest Period”. Upon receipt of such notice the Administrative Agent shall promptly notify each Dollar Term Lender thereof. Not later than 11:00 A.M., New York City time, on the Funding Date each Dollar Term Lender shall make available to the Administrative Agent at the Funding Office an amount in Dollars in immediately available funds equal to the Dollar Term Loan to be made by such Lender. The Administrative Agent shall credit the account of the Borrower on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the Dollar Term Lenders in immediately available funds.

Procedure for Advance of the Term Loan . The Borrower shall borrow the Term Loan on the Closing Date, provided that, the Borrower shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to 10:00 A.M., three Business Days prior to the Closing Date, in the case of Eurodollar Loans or one Business Day prior to the Closing Date, in the case of ABR Loans), specifying # the amount and Type of the Loans to be borrowed as part of the Term Loan, # the Closing Date, and # in the case of Eurodollar Loans, the length of the initial Interest Period. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Lender. Each Lender will make the amount of its pro rata share of such Term Loan borrowing available to the Administrative Agent for the account of the Borrower at the Funding Office prior to 12:00 Noon, on the Closing 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 crediting an account as directed by the Borrower with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent.

. Other than with respect to the Term B Loans to be made on the Closing Date, the Borrower shall give the Term Loan Facility Administrative Agent irrevocable notice in the form of a Borrowing Request (which notice must be received by the Term Loan Facility Administrative Agent # not later than 2:00 P.M., New York City time, three Business Days prior to the requested Borrowing Date in the case of any Term Loans that will be Eurodollar Loans or # not later than 12:00 noon, New York City time, one Business Day prior to the requested Borrowing Date in the case of any Term Loans that will be ABR Loans) requesting that the Term Lenders make the Term Loans on such Borrowing Date, and specifying the amount to be borrowed under each Class. Upon receipt of such notice, the Term Loan Facility Administrative Agent shall promptly notify each Term Lender thereof. Not later than 12:00 Noon, New York City time, on the Closing Date or such Borrowing Date (or, in each case, with respect to any Borrowing of Incremental Term Loans or Refinancing Term Loans, not later than such other time as shall be specified therefor in the applicable Increase Joinder, Extension Offer or Refinancing Amendment), as applicable, each Term Lender shall make available to the Term Loan Facility Administrative Agent at its Funding Office an amount in immediately available funds equal to the Term Loan to be made by such Term Lender on such date. The Term Loan Facility Administrative Agent shall credit the account of the Borrower on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Term Loan Facility Administrative Agent by the Term Lenders in immediately available funds.

. The Borrower shall deliver to the Administrative Agent a Borrowing Notice (which Borrowing Notice must be received by the Administrative Agent prior to 11:00 A.M. (local time in New York City) # three Business Days prior to the Initial Term Loan Funding Date, in the case of Eurodollar Loans, or # one Business Day prior to the Initial Term Loan Funding Date, in the case of Base Rate Loans). Upon receipt of such Borrowing Notice the Administrative Agent shall promptly notify each Initial Term Loan Lender thereof. Not later than 1:00 P.M. (local time in New York City) on the Initial Term Loan Funding Date each Initial Term Loan Lender shall make available to the Administrative Agent at the Funding Office an amount in immediately available funds equal to the Initial Term Loan or Initial Term Loans to be made by such Lender. The Administrative Agent shall make available to the Borrower the aggregate of the amounts made available to the Administrative Agent by the Initial Term Loan Lenders, in like funds as received by the Administrative Agent.

. The Borrower may borrow under the Revolving Commitments during the Revolving Commitment Period on any Business Day; provided that the Borrower shall give the Revolving Facility Administrative Agent irrevocable notice in the form of a Borrowing Request (which notice must be received by the Revolving Facility Administrative Agent # not later than 2:00 P.M., New York City time, three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or # not later than 12:00 noon, New York City time, on the requested Borrowing Date, in the case of ABR Loans), specifying # the amount of Revolving Loans to be borrowed, # the requested Borrowing Date, # the Revolving Facility pursuant to which such Loan is to be made, # [reserved], # the Type of Revolving Loans to be borrowed and # in the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Each borrowing under the Revolving Commitments shall be in an amount equal to # in the case of ABR Loans, $500,000 or a whole multiple of $100,000 in excess thereof (or, if the then aggregate Available Revolving Commitments are less than $500,000, such lesser amount) and # in the case of Eurodollar Loans, $500,000 or a whole multiple of $100,000 in excess thereof. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Revolving Lender thereof. Each Revolving Lender will make the amount of its pro rata share of each borrowing available to the Revolving Facility Administrative Agent for the account of the Borrower at its Funding Office for the applicable currency prior to 2:00 p.m., New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Revolving Facility Administrative Agent. Such borrowing will then be made available to the Borrower by the Revolving Facility Administrative Agent Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Revolving Facility Administrative Agent by the Revolving Lenders and in like funds as received by the Revolving Facility Administrative Agent.

Procedure for Borrowing. The Company may borrow Loans under the Commitments during the Commitment Period on any Business Day, provided that the Company shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent, # prior to 1:00 P.M., New York City time three Business Days prior to the requested Borrowing Date, if all or any part of the requested Loans are to be initially Eurodollar Loans or # prior to 11:00 A.M., New York City time on or prior to the requested Borrowing Date, if all of the requested Loans are to be initially Base Rate Loans), specifying # the amount to be borrowed, # the requested Borrowing Date, # whether the borrowing is to be of Eurodollar Loans, Base Rate Loans or a combination thereof and # if the borrowing is to be entirely or partly of Eurodollar Loans, the amount of such Type of Loan and the length of the initial Interest Periods therefor. Each borrowing of Loans pursuant to the Commitments shall be in an aggregate principal amount equal to the lesser of # $5,000,000 or a whole multiple thereof, and # the Available Commitments. Upon receipt of any such notice, the Administrative Agent shall promptly notify each Bank thereof. Each Bank will make available to the Company at the office of the Administrative Agent specified in Section 12.2, prior to 12:00 noon (New York City time) on the requested Borrowing Date, or as soon as practicable thereafter, an amount in immediately available funds equal to the amount of the Loan to be made by such Bank.