Common use of Borrowing Requests Clause in Contracts

Borrowing Requests. Each request by the Borrower to the Lender for an Advance based on the Eurodollar Rate (as defined in Section 4) (a “Eurodollar Rate Advance”) will be given not later than 1:00 P.M. ( New York time) three (3) Business Days (as defined below) prior to the date of such proposed Advance, and each request by the Borrower to the Lender for an Advance based on a Quoted Rate (as defined in Section 4) (a “Quoted Rate Advance”) will be given not later than 10:00 A.M. (New York time) on the date of such proposed Advance. Each request will specify (i) the date on which the Borrower wishes the Advance to be made (which will be a day of the year on which banks are not required or authorized by law to close in New York City and, if the applicable Business Day relates to a Eurodollar Rate Advance, on which dealings are carried on in the London interbank market and banks are open for business in London (“Business Day”)), (ii) the amount it wishes to borrow (which will be in the amount of $1,000,000 or an integral multiple thereof), (iii) the duration of the interest period (“Interest Period”) it wishes to apply to such Advance, (iv) whether such Advance will be a Eurodollar Rate Advance or a Quoted Rate Advance and (v) subject to the Borrower’s right to prepay in accordance with Section 3, the date on which the principal of the Advance will be repaid (the “Repayment Date”), which shall be the last day of the Interest Period for such Advance. The duration of each Interest Period will be, with respect to Eurodollar Rate Advances, one, two, or three months, as selected by the Borrower, and with respect to Quoted Rate Advances, a term requested by the Borrower and agreed to by the Lender not to exceed three months, provided that (i) each Interest Period selected by the Borrower must commence on or prior to the Termination Date; (ii) whenever the last day of an Interest Period would otherwise occur on a day other than a Business Day, the last day of such Interest Period will be extended to occur on the next succeeding Business Day, provided that, in the case of a Eurodollar Rate Advance, if such extension would cause the last day of such Interest Period to occur in the next following calendar month, the last day of such Interest Period will occur on the next preceding Business Day; and (iii) with respect to a Eurodollar Rate Advance, whenever the first day of any Interest Period occurs on a day of an initial calendar month for which there is no numerically corresponding day in the calendar month that succeeds such initial calendar month by the number of months equal to the number of months in such Interest Period, such Interest Period will end on the last Business Day of such succeeding calendar month. If the Lender agrees to make such Advance, it will make such funds available by 2:00 P.M. (New York time) on the date of such proposed Advance, to the Borrower in same day funds by crediting the account specified by the Borrower prior to the making of such Advance.

Borrowing Requests. Each request Except as provided in Sections 2.06(c), each Borrowing shall be made upon notice by the Borrower to the Lender for an Advance based on Administrative Agent in the Eurodollar Rate (as defined in Section 4) (a “Eurodollar Rate Advance”) will manner provided herein. Any such notice must be given not in writing so that it is received no later than 1:00 P.M. ( New York time(1) three (3) Business Days (as defined below) prior to in the date case of such proposed Advanceany Borrowing of Swing Line Advances, and each request by the Borrower to the Lender for an Advance based on a Quoted Rate (as defined in Section 4) (a “Quoted Rate Advance”) will be given not later than 10:00 A.M. 12:00 noon (New York time) on the date of such proposed Advance. Each request will specify (i) the date on which the Borrower wishes the Advance to be made (which will be a day Business Day of the year on which banks are not required or authorized by law to close in New York City and, if the applicable Business Day relates to a Eurodollar Rate Advance, on which dealings are carried on in the London interbank market and banks are open for business in London (“Business Day”)), (ii) the amount it wishes to borrow (which will be in the amount of $1,000,000 or an integral multiple thereof), (iii) the duration of the interest period (“Interest Period”) it wishes to apply to such Advance, (iv) whether such proposed Advance will be a Eurodollar Rate Advance or a Quoted Rate Advance Date set forth therein and (v2) subject to the Borrower’s right to prepay in accordance with Section 3, the date on which the principal of the Advance will be repaid (the “Repayment Date”), which shall be the last day of the Interest Period for such Advance. The duration of each Interest Period will be, with respect to Eurodollar Rate Advances, one, two, or three months, as selected by the Borrower, and with respect to Quoted Rate Advances, a term requested by the Borrower and agreed to by the Lender not to exceed three months, provided that (i) each Interest Period selected by the Borrower must commence on or prior to the Termination Date; (ii) whenever the last day of an Interest Period would otherwise occur on a day other than a Business Day, the last day of such Interest Period will be extended to occur on the next succeeding Business Day, provided that, in the case of a Eurodollar Rate Advanceany Borrowing of Revolving Credit Advances, if such extension would cause the last day of such Interest Period to occur in the next following calendar month, the last day of such Interest Period will occur on the next preceding Business Day; and (iii) with respect to a Eurodollar Rate Advance, whenever the first day of any Interest Period occurs on a day of an initial calendar month for which there is no numerically corresponding day in the calendar month that succeeds such initial calendar month by the number of months equal to the number of months in such Interest Period, such Interest Period will end on the last Business Day of such succeeding calendar month. If the Lender agrees to make such Advance, it will make such funds available by 2:00 P.M. 12:00 noon (New York time) on the date of such proposed Advance, to the Borrower in same day funds by crediting the account specified by the Borrower Business Day prior to the making Business Day of the proposed Advance Date set forth therein. Each such notice (a “Borrowing Request”) shall (i) be substantially in the form of Exhibit 2.03(a), (ii) be irrevocable and (iii) specify the amount of the requested Borrowing (which shall be in a minimum amount of $1,000,000) and the proposed Advance Date (which shall be a Business Day), and shall include such other information as may be reasonably required by the Lenders and the Administrative Agent; provided; that no such notice shall be required for the Borrowing on the Initial Funding Date of (x) the Term Loan or (y) the initial Swing Line Advance or initial Revolving Credit Advance hereunder. Unless a LIBOR Rate Disruption Event shall have occurred, each Advance shall be a LIBOR Rate Advance and, for the avoidance of doubt, LIBOR Rate Advances may be requested for any Advance Date. Notwithstanding anything herein to the contrary, if the Borrower requests any Borrowing in a principal amount that is less than or equal to the Swing Line Availability as of the date such Borrowing Request is delivered, such requested Borrowing shall initially be funded as a Swing Line Advance (until such Swing Line Advance is refunded in accordance with Section 2.01(b)); provided, that if the Swing Line Lender has elected (or will elect) not to make any portion of a Swing Line Advance pursuant to the proviso to the first sentence of Section 2.01(b), the Borrower may request that a Borrowing instead be funded as a Revolving Credit Advance.

Borrowing Requests. Each The Borrower may from time to time request an Advance under Section 2.1 by the Borrower providing to the Lender for an Advance based on a borrowing request in substantially the Eurodollar Rate form of Exhibit 2.2 (as defined in Section 4) (each, a “Eurodollar Rate AdvanceBorrowing Request”) will ). Such Borrowing Request must be given received by the Lender not later than 1:00 P.M. ( New York time) three noon (3) Business Days (as defined below) prior to the date of such proposed Advance, and each request by the Borrower to the Lender for an Advance based on a Quoted Rate (as defined in Section 4) (a “Quoted Rate Advance”) will be given not later than 10:00 A.M. (New York Boston time) on the date of fifth Business Day prior to the requested Closing Date for such proposed Advance. Each request will specify Such Borrowing Request must specify: (i) the date on which the Borrower wishes the Advance to be made (which will be a day of the year on which banks are not required or authorized by law to close in New York City and, if the applicable Business Day relates to a Eurodollar Rate Advance, on which dealings are carried on in the London interbank market and banks are open for business in London (“Business Day”)), (iia) the amount it wishes to borrow (which will be in the amount of $1,000,000 or an integral multiple thereof), (iii) the duration of the interest period (“Interest Period”) it wishes to apply to such requested Advance, (iv) whether such Advance will be a Eurodollar Rate Advance or a Quoted Rate Advance and (v) subject to the Borrower’s right to prepay in accordance with Section 3, the date on which the principal of the Advance will be repaid (the “Repayment Date”), which shall be not less than $1,000,000 and an integral multiple of $100,000; (b) the last day of the Interest Period requested interest rate for such Advance. The duration ; (c) the requested Closing Date for such Advance, which shall be a Business Day; (d) the Maturity Date for such advance; (e) the type and quantity of each Interest Period will bethe Permitted Commodity to be purchased with the proceeds of such Advance; and (f) the terms of all financing, with respect to Eurodollar Rate Advancespurchase, one, two, or three months, as selected by the Borrower, hedging and with respect to Quoted Rate Advances, a term requested by the Borrower sale contracts and agreed to by the Lender not to exceed three months, provided that arrangements (i) each Interest Period selected by the Borrower must commence on or prior which relate to the Termination Date; Permitted Commodity to be purchased with the proceeds of such Advance and (ii) whenever to which the last day Borrower is or will be party. Upon receipt of an Interest Period would otherwise occur on a day other than a Business Daysuch Borrowing Request, the last day Lender (A) shall, in its sole and absolute discretion, consider the Borrower’s request for such Advance and (B) shall provide the Borrower a written notice which approves or rejects such Borrowing Request no later than five Business Days after receipt of such Interest Period will be extended Borrowing Request; provided, however, that if the Lender shall have failed to occur on the next succeeding provide such written notice within five Business Day, provided that, in the case of a Eurodollar Rate Advance, if such extension would cause the last day Days after receipt of such Interest Period Borrowing Request, then the Lender shall be deemed to occur in the next following calendar month, the last day of have rejected such Interest Period will occur on the next preceding Business Day; and (iii) with respect to a Eurodollar Rate Advance, whenever the first day of any Interest Period occurs on a day of an initial calendar month for which there is no numerically corresponding day in the calendar month that succeeds such initial calendar month by the number of months equal to the number of months in such Interest Period, such Interest Period will end on the last Business Day of such succeeding calendar monthBorrowing Request. If the Lender, in its sole and absolute discretion, approves such Borrowing Request, then, subject to all the other terms and conditions of this Agreement and so long as no Default exists, the Lender agrees shall, on the Closing Date for such Advance specified in such Borrowing Request, make such Advance by wire transfer of immediately available funds to make the account of the Borrower designated on Exhibit 2.2. In connection with each such Advance, it will make such funds available by 2:00 P.M. (New York time) on the date of such proposed Advance, Borrower shall furnish to the Borrower Lender a certificate in same day funds by crediting substantially the account specified by the Borrower prior to the making of such Advanceform or Exhibit 5.2.1.

Borrowing Requests. Each request Except as provided in Sections 2.06(c), each Borrowing shall be made upon notice by the Borrower to the Lender for an Advance based on Administrative Agent in the Eurodollar Rate (as defined in Section 4) (a “Eurodollar Rate Advance”) will manner provided herein. Any such notice must be given not in writing so that it is received no later than 1:00 P.M. ( New York time(1) three (3) Business Days (as defined below) prior to in the date case of such proposed Advanceany Borrowing of Swing Line Advances, and each request by the Borrower to the Lender for an Advance based on a Quoted Rate (as defined in Section 4) (a “Quoted Rate Advance”) will be given not later than 10:00 A.M. 12:00 noon (New York time) on the date of such proposed Advance. Each request will specify (i) the date on which the Borrower wishes the Advance to be made (which will be a day Business Day of the year on which banks are not required or authorized by law to close in New York City and, if the applicable Business Day relates to a Eurodollar Rate Advance, on which dealings are carried on in the London interbank market and banks are open for business in London (“Business Day”)), (ii) the amount it wishes to borrow (which will be in the amount of $1,000,000 or an integral multiple thereof), (iii) the duration of the interest period (“Interest Period”) it wishes to apply to such Advance, (iv) whether such proposed Advance will be a Eurodollar Rate Advance or a Quoted Rate Advance Date set forth therein and (v2) subject to the Borrower’s right to prepay in accordance with Section 3, the date on which the principal of the Advance will be repaid (the “Repayment Date”), which shall be the last day of the Interest Period for such Advance. The duration of each Interest Period will be, with respect to Eurodollar Rate Advances, one, two, or three months, as selected by the Borrower, and with respect to Quoted Rate Advances, a term requested by the Borrower and agreed to by the Lender not to exceed three months, provided that (i) each Interest Period selected by the Borrower must commence on or prior to the Termination Date; (ii) whenever the last day of an Interest Period would otherwise occur on a day other than a Business Day, the last day of such Interest Period will be extended to occur on the next succeeding Business Day, provided that, in the case of a Eurodollar Rate Advanceany Borrowing of Revolving Credit Advances, if such extension would cause the last day of such Interest Period to occur in the next following calendar month, the last day of such Interest Period will occur on the next preceding Business Day; and (iii) with respect to a Eurodollar Rate Advance, whenever the first day of any Interest Period occurs on a day of an initial calendar month for which there is no numerically corresponding day in the calendar month that succeeds such initial calendar month by the number of months equal to the number of months in such Interest Period, such Interest Period will end on the last Business Day of such succeeding calendar month. If the Lender agrees to make such Advance, it will make such funds available by 2:00 P.M. 12:00 noon (New York time) on the date of such proposed Advance, to the Borrower in same day funds by crediting the account specified by the Borrower Business Day prior to the making Business Day of the proposed Advance Date set forth therein. Each such notice (a “Borrowing Request”) shall (i) be substantially in the form of Exhibit 2.03(a), (ii) be irrevocable and (iii) specify the amount of the requested Borrowing (which shall be in a minimum amount of $1,000,000) and the proposed Advance Date (which shall be a Business Day), and shall include such other information as may be reasonably required by the Lenders and the Administrative Agent; provided, that no such notice shall be required for the Borrowing on the Restatement Effective Date of (x) the Term Loan or (y) the initial Swing Line Advance or initial Revolving Credit Advance hereunder. Unless a LIBOR Rate Disruption Event shall have occurred, each Advance shall be a LIBOR Rate Advance and, for the avoidance of doubt, LIBOR Rate Advances may be requested for any Advance Date. Notwithstanding anything herein to the contrary, if the Borrower requests any Borrowing in a principal amount that is less than or equal to the Swing Line Availability as of the date such Borrowing Request is delivered, such requested Borrowing shall initially be funded as a Swing Line Advance (until such Swing Line Advance is refunded in accordance with Section 2.01(b)); provided, that if the Swing Line Lender has elected (or will elect) not to make any portion of a Swing Line Advance pursuant to the proviso to the first sentence of Section 2.01(b), the Borrower may request that a Borrowing instead be funded as a Revolving Credit Advance.. Third Amended and Restated Credit and Security Agreement

Borrowing Requests. Each request Except as provided in Sections 2.06(c), each Borrowing shall be made upon notice by the Borrower to the Lender for an Advance based on Administrative Agent in the Eurodollar Rate (as defined in Section 4) (a “Eurodollar Rate Advance”) will manner provided herein. Any such notice must be given not in writing so that it is received no later than 1:00 P.M. ( New York time(1) three (3) Business Days (as defined below) prior to in the date case of such proposed Advanceany Borrowing of Swing Line Advances, and each request by the Borrower to the Lender for an Advance based on a Quoted Rate (as defined in Section 4) (a “Quoted Rate Advance”) will be given not later than 10:00 A.M. 12:00 noon (New York time) on the date of such proposed Advance. Each request will specify (i) the date on which the Borrower wishes the Advance to be made (which will be a day Business Day of the year on which banks are not required or authorized by law to close in New York City and, if the applicable Business Day relates to a Eurodollar Rate Advance, on which dealings are carried on in the London interbank market and banks are open for business in London (“Business Day”)), (ii) the amount it wishes to borrow (which will be in the amount of $1,000,000 or an integral multiple thereof), (iii) the duration of the interest period (“Interest Period”) it wishes to apply to such Advance, (iv) whether such proposed Advance will be a Eurodollar Rate Advance or a Quoted Rate Advance Date set forth therein and (v2) subject to the Borrower’s right to prepay in accordance with Section 3, the date on which the principal of the Advance will be repaid (the “Repayment Date”), which shall be the last day of the Interest Period for such Advance. The duration of each Interest Period will be, with respect to Eurodollar Rate Advances, one, two, or three months, as selected by the Borrower, and with respect to Quoted Rate Advances, a term requested by the Borrower and agreed to by the Lender not to exceed three months, provided that (i) each Interest Period selected by the Borrower must commence on or prior to the Termination Date; (ii) whenever the last day of an Interest Period would otherwise occur on a day other than a Business Day, the last day of such Interest Period will be extended to occur on the next succeeding Business Day, provided that, in the case of a Eurodollar Rate Advanceany Borrowing of Revolving Credit Advances, if such extension would cause the last day of such Interest Period to occur in the next following calendar month, the last day of such Interest Period will occur on the next preceding Business Day; and (iii) with respect to a Eurodollar Rate Advance, whenever the first day of any Interest Period occurs on a day of an initial calendar month for which there is no numerically corresponding day in the calendar month that succeeds such initial calendar month by the number of months equal to the number of months in such Interest Period, such Interest Period will end on the last Business Day of such succeeding calendar month. If the Lender agrees to make such Advance, it will make such funds available by 2:00 P.M. 12:00 noon (New York time) on the date of such proposed Advance, to the Borrower in same day funds by crediting the account specified by the Borrower Business Day prior to the making Business Day of the proposed Advance Date set forth therein. Each such notice (a “Borrowing Request”) shall (i) be substantially in the form of Exhibit 2.03(a), (ii) be irrevocable and (iii) specify the amount of the requested Borrowing (which shall be in a minimum amount of $1,000,000) and the proposed Advance Date (which shall be a Business Day), and shall include such other information as may be reasonably required by the Lenders and the Administrative Agent; provided, that no such notice shall be required for the Borrowing on the Restatement Effective Date of (x) the Term Loan or (y) the initial Swing Line Advance or initial Revolving Credit Advance hereunder. Unless a LIBOR Rate Disruption Event shall have occurred, each Advance shall be a LIBOR Rate Advance and, for the avoidance of doubt, LIBOR Rate Advances may be requested for any Advance Date. Notwithstanding anything herein to the contrary, if the Borrower requests any Borrowing in a principal amount that is less than or equal to the Swing Line Availability as of the date such Borrowing Request is delivered, such requested Borrowing shall initially be funded as a Swing Line Advance (until such Swing Line Advance is refunded in accordance with Section 2.01(b)); provided, that if the Swing Line Lender has elected (or will elect) not to make any portion of a Swing Line Advance pursuant to the proviso to the first sentence of Section 2.01(b), the Borrower may request that a Borrowing instead be funded as a Revolving Credit Advance.

Borrowing Requests. Each request by the Borrower to the Lender for an Advance a Loan shall be by the submission of a Request for Loan in the form annexed hereto as Exhibit B (the “Request for Loan”). Each request for a Loan will bear interest based on the Eurodollar Rate (as defined in Section 4) (a “Eurodollar Rate AdvanceLoan ”) and will be given not later than 1:00 P.M. ( New York time) three (3) Business Days (as defined below) prior to the date of such proposed Advance, and each request by the Borrower to the Lender for an Advance based on a Quoted Rate (as defined in Section 4) (a “Quoted Rate Advance”) will be given not later than 10:00 A.M. (New York time) on the date of such proposed AdvanceLoan. Each request will specify (i) the date on which the Borrower wishes the Advance Loan to be made (which will be a day of the year on which banks are not required or authorized by law to close in New York City and, if the applicable Business Day relates to a Eurodollar Rate AdvanceLoan, on which dealings are carried on in the London interbank market and banks are open for business in London (“Business Day”)), (ii) the amount it wishes to borrow (which will be in the minimum amount of $1,000,000 or an integral multiple thereof), (iii) the duration of the interest period (“Interest Period”) it wishes to apply to such AdvanceLoan, and (iv) whether such Advance will be a Eurodollar Rate Advance or a Quoted Rate Advance and (v) subject to the Borrower’s right to prepay in accordance with Section 3this Agreement, the maturity date on which the principal of the Advance will be repaid such Loan (the “Repayment Maturity Date”), which shall be not more than three (3) months from the last day date of the Interest Period for such AdvanceLoan and on or prior to the Termination Date. The duration of each Interest Period will bebe one day, with respect to Eurodollar Rate Advancesone week, one, two, or three months, as selected by the Borrower, and with respect to Quoted Rate Advances, a term requested by the Borrower and agreed to by the Lender not to exceed three months, provided that (i) each Interest Period selected by the Borrower must commence end on or prior to the earlier of the Maturity Date or the Termination Date; (ii) whenever the last day of an Interest Period would otherwise occur on a day other than a Business Day, the last day of such Interest Period will be extended to occur on the next succeeding Business Day, provided that, in the case of a as to each Eurodollar Rate AdvanceLoan, if such extension would cause the last day of such Interest Period to occur in the next following calendar month, the last day of such Interest Period will occur on the next preceding Business Day; and (iii) with respect to a each Eurodollar Rate AdvanceLoan, whenever the first day of any Interest Period occurs on a day of an initial calendar month for which there is no numerically corresponding day in the calendar month that succeeds such initial calendar month by the number of months equal to the number of months in such Interest Period, such Interest Period will end on the last Business Day of such succeeding calendar month. If the Lender agrees to make such AdvanceLoan, it will make such funds available by 2:00 P.M. (New York time) on the date of such proposed AdvanceLoan, to the Borrower in same day funds by crediting the deposit account of Borrower with Lender specified by in the Borrower prior to the making of such AdvanceRequest for Loan.

Borrowing Requests. The Borrower may from time to time prior to the Maturity Date (but not more often than once per calendar month, unless agreed by the Lender in its sole discretion) request a loan under Section 2.1 by providing to the Lender a completed written notice in the form of Exhibit B (a “Borrowing Request”) by e-mail not later than noon (Boston time) on the 10th Business Day prior to the requested Disbursement Date. Each request Borrowing Request must (a) specify the amount of the requested term loan (which shall be not less than $100,000 and an integral multiple of $10,000) and identify (x) the Equipment to be purchased with the proceeds of such Loan along with the contracted price thereof and (y) the Project for which such Equipment will be purchased (for the avoidance of doubt, more than one Project may be specified in a Borrowing Request, but in such event the Borrowing Request shall specify the amount allocated to each Project), (b) (i) if such term loan is the first advance with respect to a particular Project, attach the applicable Project Budget and Development Plan for such Project in accordance with Section 5.2 and (ii) for each subsequent draw, attach the applicable Project Budget and Development Plan for such Project if such Project Budget and/or Development Plan has materially changed in accordance with Section 5.2, (c) specify the planned use of proceeds (which shall be satisfactory to the Lender, in compliance with the applicable Project Budget and consistent with the applicable Development Plan) and (d) certify that the development of the Project as of the Disbursement Date is in compliance with the Development Plan, including achievement of the milestones on the timeline set forth therein. Lender shall respond to each Borrowing Request within 10 Business Days, with either acceptance or rejection with explanation. In the case of a rejected Borrowing Request, the Borrower shall have the opportunity to revise the Borrowing Request and resubmit even within the same calendar month. The Lender may rely on the wiring instructions provided by the Borrower to and the Borrower will indemnify the Lender for an Advance based on any loss the Eurodollar Rate Lender suffers due to such reliance. Unless the Borrower directs the Lender otherwise (as defined in including pursuant to this Section 42.2) (a “Eurodollar Rate Advance”) each loan will be given not later than 1:00 P.M. ( New York timemade by wiring the amount thereof to the general account of Soluna DV Services, LLC (currently the operating entity of the Borrower) three at KeyBank, according to the following account information: Beneficiary Name: KeyBank Beneficiary ABA: 000000000 Bank Location: 60 X Xxxxx Xxxxxx Xxxxxx, XX 00000 Xxxxxx Xxxxxx Beneficiary Customer: Soluna DV Services, LLC Beneficiary Address: 300 Xxxxxxxxxx Xxx Xxxxxxxxx, Xxxxxx, XX 00000 Beneficiary Customer Account Number: 329681395136 provided, that the Lender may request, at its option and in its sole discretion, and upon such request the Borrower shall include in such Borrowing Request a direction that the Lender advance the funds requested thereunder directly to a supplier of the applicable Equipment specified in the use of proceeds of such Borrower Request. The Borrower shall request loans hereunder only at times and in amounts consistent with the applicable Project Budget (subject to permissible overages in accordance with Section 7.1(c)) and Development Plan unless otherwise agreed in writing by the Lender. Notwithstanding anything to the contrary herein, the proceeds of the initial Borrowing hereunder may be applied as a reimbursement of Equipment previously purchased by Borrower if (1) the applicable Borrowing Request specifies the amount of such reimbursement, (2) itemized invoices evidencing applicable purchases are attached to the applicable Borrowing Request, (3) Business Days (as defined below) prior proof of applicable payments are attached to the date applicable Borrowing Request, and (4) Lender approves such reimbursements (such approval not to be unreasonably withheld), and proceeds of such proposed Advance, and each request initial Borrowing approved for reimbursement may be distributed by the Borrower to the Lender for an Advance based on a Quoted Rate (as defined in Section 4) (a “Quoted Rate Advance”) will be given not later than 10:00 A.M. (New York time) affiliate of Borrower on the date of such proposed Advance. Each request will specify (i) the date on which the Borrower wishes the Advance to be made (which will be a day of the year on which banks are not required or authorized by law to close in New York City and, if the applicable Business Day relates to a Eurodollar Rate Advance, on which dealings are carried on in the London interbank market and banks are open for business in London (“Business Day”)), (ii) the amount it wishes to borrow (which will be in the amount of $1,000,000 or an integral multiple thereof), (iii) the duration of the interest period (“Interest Period”) it wishes to apply to such Advance, (iv) whether such Advance will be a Eurodollar Rate Advance or a Quoted Rate Advance and (v) subject to the Borrower’s right to prepay in accordance with Section 3, the date on which the principal of the Advance will be repaid (the “Repayment Date”), which shall be the last day of the Interest Period for such Advance. The duration of each Interest Period will be, with respect to Eurodollar Rate Advances, one, two, or three months, as selected by the Borrower, and with respect to Quoted Rate Advances, a term requested by the Borrower and agreed to by the Lender not to exceed three months, provided that (i) each Interest Period selected by the Borrower must commence on or prior to the Termination Date; (ii) whenever the last day of an Interest Period would otherwise occur on a day other than a Business Day, the last day of such Interest Period will be extended to occur on the next succeeding Business Day, provided that, in the case of a Eurodollar Rate Advance, if such extension would cause the last day of such Interest Period to occur in the next following calendar month, the last day of such Interest Period will occur on the next preceding Business Day; and (iii) with respect to a Eurodollar Rate Advance, whenever the first day of any Interest Period occurs on a day of an initial calendar month for which there is no numerically corresponding day in the calendar month that succeeds such initial calendar month by the number of months equal to the number of months in such Interest Period, such Interest Period will end on the last Business Day of such succeeding calendar month. If the Lender agrees to make such Advance, it will make such funds available by 2:00 P.M. (New York time) on the date of such proposed Advance, to the Borrower in same day funds by crediting the account specified by the Borrower prior to the making of such AdvanceBorrowing.

Borrowing Requests. Each request Except as provided in Sections 2.06(c), each Borrowing shall be made upon notice by the Borrower to the Lender for an Advance based on Administrative Agent in the Eurodollar Rate (as defined in Section 4) (a “Eurodollar Rate Advance”) will manner provided herein. Any such notice must be given not in writing so that it is received no later than 1:00 P.M. ( New York time(1) three (3) Business Days (as defined below) prior to in the date case of such proposed Advanceany Borrowing of Swing Line Advances, and each request by the Borrower to the Lender for an Advance based on a Quoted Rate (as defined in Section 4) (a “Quoted Rate Advance”) will be given not later than 10:00 A.M. 12:00 noon (New York time) on the date of such proposed Advance. Each request will specify (i) the date on which the Borrower wishes the Advance to be made (which will be a day Business Day of the year on which banks are not required or authorized by law to close in New York City and, if the applicable Business Day relates to a Eurodollar Rate Advance, on which dealings are carried on in the London interbank market and banks are open for business in London (“Business Day”)), (ii) the amount it wishes to borrow (which will be in the amount of $1,000,000 or an integral multiple thereof), (iii) the duration of the interest period (“Interest Period”) it wishes to apply to such Advance, (iv) whether such proposed Advance will be a Eurodollar Rate Advance or a Quoted Rate Advance Date set forth therein and (v2) subject to the Borrower’s right to prepay in accordance with Section 3, the date on which the principal of the Advance will be repaid (the “Repayment Date”), which shall be the last day of the Interest Period for such Advance. The duration of each Interest Period will be, with respect to Eurodollar Rate Advances, one, two, or three months, as selected by the Borrower, and with respect to Quoted Rate Advances, a term requested by the Borrower and agreed to by the Lender not to exceed three months, provided that (i) each Interest Period selected by the Borrower must commence on or prior to the Termination Date; (ii) whenever the last day of an Interest Period would otherwise occur on a day other than a Business Day, the last day of such Interest Period will be extended to occur on the next succeeding Business Day, provided that, in the case of a Eurodollar Rate Advanceany Borrowing of Revolving Credit Advances, if such extension would cause the last day of such Interest Period to occur in the next following calendar month, the last day of such Interest Period will occur on the next preceding Business Day; and (iii) with respect to a Eurodollar Rate Advance, whenever the first day of any Interest Period occurs on a day of an initial calendar month for which there is no numerically corresponding day in the calendar month that succeeds such initial calendar month by the number of months equal to the number of months in such Interest Period, such Interest Period will end on the last Business Day of such succeeding calendar month. If the Lender agrees to make such Advance, it will make such funds available by 2:00 P.M. 12:00 noon (New York time) on the date of such proposed Advance, to the Borrower in same day funds by crediting the account specified by the Borrower Business Day prior to the making Business Day of the proposed Advance Date set forth therein. Each such notice (a “Borrowing Request”) shall (i) be substantially in the form of Exhibit 2.03(a), (ii) be irrevocable and (iii) specify the amount of the requested Borrowing (which shall be in a minimum amount of $1,000,000) and the proposed Advance Date (which shall be a Business Day), and shall include such other information as may be reasonably required by the Lenders and the Administrative Agent; provided, that no such notice shall be required for the Borrowing on the Restatement Effective Date of (x) the Term Loan or (y) the initial Swing Line Advance or initial Revolving Credit Advance hereunder. Unless a LIBOR Rate Disruption Event shall have occurred, each Advance shall be a LIBOR Rate Advance and, for the avoidance of doubt, LIBOR Rate Advances may be requested for any Advance Date. Notwithstanding anything herein to the contrary, if the Borrower requests any Borrowing in a principal amount that is less than or equal to the Swing Line Availability as of the date such Borrowing Request is delivered, such requested Borrowing shall initially be funded as a Swing Line Advance (until such Swing Line Advance is refunded in accordance with Section 2.01(b)); provided, that if the Swing Line Lender has elected (or will elect) not to make any portion of a Swing Line Advance pursuant to the proviso to the first sentence of Section 2.01(b), the Borrower may request that a Borrowing instead be funded as a Revolving Credit Advance.. Amended and Restated Credit and Security Agreement

Borrowing Requests. Each Any Borrower may from time to time request a loan under Section 2.1.1 by the Borrower providing to the Lender for an Advance based on the Eurodollar Rate Agent a notice (as defined in Section 4) (a “Eurodollar Rate Advance”) will which may be given by a telephone call received by a Lending Officer if promptly confirmed in writing). Such notice must be not later than 1:00 P.M. ( New York time) three noon (3) Business Days (as defined below) prior to the date of such proposed Advance, and each request by the Borrower to the Lender for an Advance based on a Quoted Rate (as defined in Section 4) (a “Quoted Rate Advance”) will be given not later than 10:00 A.M. (New York Boston time) on the date requested Closing Date, (which shall be the third Banking Day prior to the requested Closing Date for such loan if any portion of such proposed Advanceloan will be subject to a Eurodollar Pricing Option on the requested Closing Date). If such notice requested that a loan, or any portion thereof, be made subject to a Eurodollar Pricing Option, and the Agent shall have notified the Borrower pursuant to Section 3.2.2 that such election did not become effective, the notice shall be deemed to have been made for a loan at the Base Rate. The notice must specify (a) the amount of the requested loan (which shall be not less than $100,000 and an integral multiple of $10,000), (b) the requested Closing Date therefor (which shall be a Banking Day) and (c) the portion of the requested loan that is to be used for purposes other than Permitted Acquisitions. Upon receipt of such notice, the Agent will promptly inform each other Lender (by telephone or otherwise). Each request such loan will specify be made at the Boston Office by depositing the amount thereof to the general account of such Borrower with the Agent. In connection with each such loan, such Borrower shall furnish to the Agent a certificate in substantially the form of Exhibit 5.4.1. Notwithstanding anything contained in this Agreement, (i) the date on which Agent may, in its sole discretion, make Revolving Loans to any Borrower under Section 2.1 at any time and in any amount and may apply any such Revolving Loan to cover the Credit Obligations of such Borrower wishes the Advance to be made (which will be a day of the year on which banks are not required or authorized by law to close in New York City and, if the applicable Business Day relates to a Eurodollar Rate Advance, on which dealings are carried on in the London interbank market then due and banks are open for business in London (“Business Day”)), (ii) subject to all the amount it wishes terms and conditions of this Agreement and so long as no Default exists, if any payment of interest due under this Agreement in respect of the Revolving Loan is not paid when due, the Agent will make Revolving Loans to borrow (which will be the Borrower under Section 2.1 on the third Banking Day after such payment of interest became due in the amount of $1,000,000 or an integral multiple thereof), (iii) the duration of the interest period then due and will apply any such Revolving Loan to cover the interest then due (“Interest Period”) it wishes to apply to such Advance, (iv) whether such Advance will be a Eurodollar Rate Advance or a Quoted Rate Advance and (v) subject to the Borrower’s right to prepay in accordance with Section 3, the date on which the principal of the Advance will be repaid (the “Repayment Date”), which shall be the last day of the Interest Period for such Advance. The duration of each Interest Period will be, with respect to Eurodollar Rate Advances, one, two, or three months, as selected by the Borrower, and with respect to Quoted Rate Advances, a term requested by the Borrower and agreed to by the Lender not to exceed three months, provided that Revolving Loan made under clauses (i) each Interest Period selected by the Borrower must commence on or prior to the Termination Date; (ii) whenever the last day of an Interest Period would otherwise occur on this paragraph being a day other than a Business Day, the last day of such Interest Period will be extended to occur on the next succeeding Business Day, provided that, in the case of a Eurodollar Rate Advance, if such extension would cause the last day of such Interest Period to occur in the next following calendar month, the last day of such Interest Period will occur on the next preceding Business Day; and (iii) with respect to a Eurodollar Rate Advance, whenever the first day of any Interest Period occurs on a day of an initial calendar month for which there is no numerically corresponding day in the calendar month that succeeds such initial calendar month by the number of months equal to the number of months in such Interest Period, such Interest Period will end on the last Business Day of such succeeding calendar month. If the Lender agrees to make such Advance, it will make such funds available by 2:00 P.M. (New York time) on the date of such proposed Advance, to the Borrower in same day funds by crediting the account specified by the Borrower prior to the making of such Advance"CREDIT OBLIGATION ADVANCE").