Common use of Borrowing Mechanics Clause in Contracts

Borrowing Mechanics. Loans made on any Funding Date (other than Working Capital Loans deemed made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(iv) for the purpose of repaying any Refunded Swing Line Loans or Working Capital Loans made pursuant to subsection 3.3B for the purpose of reimbursing any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it ("LC REFUNDING LOANS")) shall be in an aggregate minimum amount of $1,000,000 and multiples of $100,000 in excess of that amount. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $250,000 and multiples of $10,000 in excess of that amount. Whenever Company desires that Lenders make Loans (other than Swing Line Loans or LC Refunding Loans) it shall deliver to Administrative Agent a Notice of Borrowing no later than 12:00 Noon (Chicago time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan, other than Eurodollar Loans to be made on the Closing Date or the Merger Date, if the Merger Date occurs on or prior to three Business Days after the Closing Date) or 12:00 Noon (Chicago time) on the proposed Funding Date (in the case of a Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a Notice of Borrowing no later than 12:00 Noon (Chicago time) on the proposed Funding Date. The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount and type of Loans requested, (iii) in the case of Swing Line Loans, that such Loans shall be Base Rate Loans, (iv) in the case of any other Loans, whether such Loans shall be Base Rate Loans or Eurodollar Rate Loans, and (v) in the case of any Loans requested to be made as Eurodollar Rate Loans, the initial Interest Period requested therefor. Term Loans and Working Capital Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering the above-described Notice of Borrowing, Company may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; PROVIDED that such notice shall be promptly confirmed in writing by delivery of a Notice of Borrowing to Administrative Agent on or before the applicable Funding Date. Any Loans made on the Closing Date and on the Merger Date (if the Merger Date occurs on or prior to three Business Days after the Closing Date) may be Eurodollar Loans regardless of whether this Agreement has been executed at least three Business Days prior to such date and so long as Company has delivered a Notice of Borrowing with respect thereto on or prior to three Business Days prior to such date and has also delivered an indemnity agreement covering broken funding losses in form and substance reasonably satisfactory to Agents. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative 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 2.1B, and upon funding of Loans by Lenders in accordance with this Agreement pursuant to any such telephonic notice Company shall have borrowed Loans hereunder. Company shall notify Administrative Agent prior to the funding of any Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Borrowing as being true and correct on any applicable Funding Date is not true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Loans shall constitute a certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Borrowing as being true and correct on such Funding Date. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing in accordance therewith or to pay the amounts payable pursuant to Section 2.6D as a result of the failure to make such borrowing.

Borrowing Mechanics. Loans made on (i) Borrower shall give notice to the Administrative Agent, which may be given by (A) telephone or (B) delivering a fully executed Funding Notice; provided that any Funding Date (other than Working Capital Loans deemed made pursuant telephonic notice must be confirmed promptly by delivery to a request by Swing Line Lender pursuant to subsection 2.1A(iv) for the purpose of repaying any Refunded Swing Line Loans or Working Capital Loans made pursuant to subsection 3.3B for the purpose of reimbursing any Issuing Lender for the amount Administrative Agent of a drawing under a Letter of Credit issued Funding Notice. Each such Funding Notice must be received by it ("LC REFUNDING LOANS")) shall be in an aggregate minimum amount of $1,000,000 and multiples of $100,000 in excess of that amount. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $250,000 and multiples of $10,000 in excess of that amount. Whenever Company desires that Lenders make Loans (other than Swing Line Loans or LC Refunding Loans) it shall deliver to the Administrative Agent a Notice of Borrowing no later than 12:00 Noon 10:00 a.m. (Chicago timeor, solely in the case where the Credit Date is the Closing Date, 3:00 p.m.) at least three Business Days in advance of the proposed Funding Credit Date (in the case of a Eurodollar Loan that is a LIBOR Rate Loan, other and no later than Eurodollar Loans to be made on the Closing Date or the Merger Date, if the Merger Date occurs on or prior to three Business Days after the Closing Date) or 12:00 Noon (Chicago time) 9:00 a.m. on the proposed Funding Credit Date (in the case of a Loan that is a Base Rate Loan). Whenever Company desires ; provided, however, that Swing Line Lender make a Swing Line Loanif Borrower wishes to request LIBOR Rate Loans having an Interest Period other than one, it shall deliver to two, three or six months in duration, as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent a Notice of Borrowing no not later than 12:00 Noon (Chicago time) on the proposed Funding Date. The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount and type of Loans requested, (iii) in the case of Swing Line Loans, that such Loans shall be Base Rate Loans, (iv) in the case of any other Loans, whether such Loans shall be Base Rate Loans or Eurodollar Rate Loans, and (v) in the case of any Loans requested to be made as Eurodollar Rate Loans, the initial Interest Period requested therefor. Term Loans and Working Capital Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering the above-described Notice of Borrowing, Company may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; PROVIDED that such notice shall be promptly confirmed in writing by delivery of a Notice of Borrowing to Administrative Agent on or before the applicable Funding Date. Any Loans made on the Closing Date and on the Merger Date (if the Merger Date occurs on or prior to three Business Days after the Closing Date) may be Eurodollar Loans regardless of whether this Agreement has been executed at least three 10:00 a.m. four Business Days prior to the requested date of such date Borrowing, conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the Lenders of the applicable Tranche of such request and so long as Company has delivered a Notice determine whether the requested Interest Period is acceptable to all of Borrowing with respect thereto on or prior to them. Not later than 10:00 a.m., three Business Days prior to before the requested date of such date and has also delivered an indemnity agreement covering broken funding losses in form and substance reasonably satisfactory to Agents. Neither Borrowing, conversion or continuation of the Loans of any Tranche, the Administrative Agent nor any Lender shall incur any liability notify Borrower (which notice may be by telephone to Company be followed by confirmation in acting upon any telephonic notice referred writing) whether or not the requested Interest Period has been consented to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to borrow on behalf all the Lenders of Company or for otherwise acting in good faith under this subsection 2.1B, and upon funding such Tranche. Each Borrowing of Loans by Lenders in accordance with this Agreement pursuant to any such telephonic notice Company shall have borrowed Loans hereunder. Company shall notify Administrative Agent prior to the funding of any Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Borrowing as being true and correct on any applicable Funding Date is not true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Loans shall constitute a certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Borrowing as being true and correct on such Funding Date. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Borrower shall be bound to make a borrowing in accordance therewith with a Funding Notice for a Loan that is a LIBOR Rate Loan, unless such Funding Notice is revoked by Borrower prior to the occurrence of the applicable Credit Extension; provided that any such revocation shall be subject to the terms of Section 2.14(e). Promptly upon receipt by Administrative Agent of any Funding Notice, Administrative Agent shall notify each Lender of the proposed borrowing. Administrative Agent and Lenders may act without liability upon the basis of written, or telecopied notice believed by Administrative Agent in good faith to be from Borrower (or from any Authorized Officer thereof designated in writing purportedly from Borrower to Administrative Agent), it being understood that no Lender nor Administrative Agent shall be obligated in any manner with respect to the funding of any Loan in the absence of the receipt by Administrative Agent of a completed and executed Funding Notice. Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Loan on behalf of Borrower, until Administrative Agent and such Lenders receive written notice to the contrary. Administrative Agent and Lenders shall have no duty to verify the authenticity of the signature appearing on any written Funding Notice. (ii) Each Lender of the applicable Tranche shall make its Loan available to Administrative Agent not later than 12:00 noon on the applicable Credit Date, by wire transfer of Same Day Funds in Dollars, at the Principal Office designated by the Administrative Agent. Upon satisfaction or waiver of the conditions precedent specified herein, Administrative Agent shall make the proceeds of the Loans available to Borrower by no later than 3:00 p.m. on the applicable Credit Date by causing an amount of Same Day Funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent by 12:00 noon on such day from Lenders to be credited to the account of Borrower at the Principal Office designated by the Administrative Agent or to pay the amounts payable pursuant such other account, as may be designated in writing to Section 2.6D as a result of the failure to make such borrowingAdministrative Agent by Borrower.

Borrowing Mechanics. Loans (A) Base Rate Advances shall be made to a Borrower on irrevocable telephonic or written notice given to Agent by such Borrower not later than 12:00 noon, Chicago time, on the Business Day on which the proposed Base Rate Advance is requested to be made. At any Funding Date (other than Working Capital Loans deemed made time prior to the occurrence of a Default or an Event of Default, a Borrower may request the continuation of a LIBOR Rate Advance or the conversion of any Advance from one Type of Advance to another pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(ivthis Agreement; provided that (i) for the purpose conversions of repaying all or any Refunded Swing Line Loans or Working Capital Loans made pursuant to subsection 3.3B for the purpose of reimbursing any Issuing Lender for the amount portion of a drawing under LIBOR Rate Advance may be made only as of the last date of the Interest Period applicable thereto; (ii) such continuation or conversion would not violate any other provisions of this Agreement; and (iii) without limiting Subsections 9.1 or 9.2 or any other rights and remedies of Agent and each Lender, after the occurrence of a Letter Default or Event of Credit issued by it ("LC REFUNDING LOANS")) Default, such a continuation or conversion may only be made with the consent of the Agent. LIBOR Rate Advances, and any continuations of, or conversions to LIBOR Rate Advances, shall be in an aggregate minimum principal amount of $1,000,000 and multiples or an integral multiple thereof. LIBOR Rate Advances, or continuation of $100,000 in excess any LIBOR Rate Advance, or conversion of that amount. Swing Line Loans any Base Rate Advance to a LIBOR Rate Advance, may be made on any Funding Date shall be in an aggregate minimum amount of $250,000 and multiples of $10,000 in excess of that amount. Whenever Company desires that Lenders make Loans (other than Swing Line Loans or LC Refunding Loans) it shall deliver upon irrevocable written notice given to Administrative Agent by a Notice of Borrowing Borrower no later than 12:00 Noon (noon, Chicago time) at least , three Business Days in advance prior to the commencement of the proposed Funding Date (in Interest Period applicable thereto. In each such notice, such Borrower shall specify, as to continuations and conversions, the case amount of a Eurodollar Rate Loan, other than Eurodollar Loans the Advance to be made on so continued or converted, as to new LIBOR Rate Advances, the Closing Date or requested principal amount thereof, and in any case the Merger Dateapplicable Interest Period, if and the Merger Date occurs on or prior to three Business Days after first and last day of the Closing Date) or 12:00 Noon (Chicago time) on the proposed Funding Date (in the case Interest Period, each of a Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a Notice of Borrowing no later than 12:00 Noon (Chicago time) on the proposed Funding Date. The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day). LIBOR Rate Advances shall automatically convert to Base Rate Advances at the end of the applicable Interest Period unless such Borrower gives the requisite notice in accordance with the procedures set forth above to continue the same as LIBOR Rate Advances. No Borrower shall be entitled to elect any Interest Period with respect to a LIBOR Rate Advance if the provisions of this Agreement would require such Borrower to repay or prepay any portion of such LIBOR Rate Advance prior to the end of such Interest Period. (i) Each notice described in this Subsection 2.5(A) shall be given by an Authorized Officer of the Borrower giving such notice either by telephone, telecopy, telex, or cable, and, if such notice (iiother than an irrevocable notice of borrowing of a Base Rate Advance) is by telephone, confirmed in writing, substantially in the amount form of Exhibit B in the case of a request for an Advance (the "Notice of Borrowing") and type in the form of Loans requested, Exhibit C (iiithe "Notice of Conversion") in the case a conversion or continuation of Swing Line Loansan Advance; provided, however, that such Loans subject to Subsection 2.5(D), telephonic notices requesting a Base Rate Advance need not be confirmed in writing unless requested by Agent. Each Notice of Borrowing and Notice of Conversion shall be Base Rate Loans, irrevocable by and binding on the Borrower giving such Notice of Conversion or Notice of Borrowing. (ivii) in the case of any other Loans, whether such Loans Agent shall be Base Rate Loans entitled to rely conclusively on each Authorized Officer's authority to request, convert or Eurodollar Rate Loans, and (v) in continue Advances on behalf of such Borrower. Agent shall have no duty to verify the case authenticity of the signature appearing on any Loans requested to be made as Eurodollar Rate Loans, the initial Interest Period requested therefor. Term Loans and Working Capital Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering the above-described Notice of Borrowing, Company may give Administrative Notice of Conversion or other writing delivered pursuant to this Subsection 2.5(A) and, with respect to an oral request for an Advance or the conversion or continuation thereof, Agent telephonic notice by shall have no duty to verify the required time identity of any proposed borrowing under this subsection 2.1B; PROVIDED that such notice shall be promptly confirmed in writing by delivery of a Notice of Borrowing to Administrative Agent on or before the applicable Funding Date. Any Loans made on the Closing Date and on the Merger Date (if the Merger Date occurs on or prior to three Business Days after the Closing Date) may be Eurodollar Loans regardless of whether this Agreement has been executed at least three Business Days prior to such date and so long individual representing himself as Company has delivered a Notice of Borrowing with respect thereto on or prior to three Business Days prior to such date and has also delivered an indemnity agreement covering broken funding losses in form and substance reasonably satisfactory to AgentsAuthorized Officer. Neither Administrative Agent nor any Lender of the Lenders shall incur any liability to Company in any Borrower as a result of acting upon any telephonic notice referred to above that Administrative in this Subsection 2.5(A) which notice Agent believes in good faith to have been given by a duly authorized officer an Authorized Officer or other person individual authorized to borrow request an Advance or convert or continue an Advance on behalf of Company such Borrower or for otherwise acting in good faith under this subsection 2.1BSubsection 2.5(A) and, and upon funding the funding, conversion or continuation of Loans an Advance by the Lenders in accordance with this Agreement Agreement, pursuant to any such telephonic notice Company notice, such Borrower shall be deemed to have borrowed Loans or converted or continued such Advance hereunder. (iii) Borrowers may collectively request one or more (but not more than six (6)) Advances, conversions of Advances and continuations of Advances on a single day. Company shall notify Administrative Agent prior By giving notice as set forth above with respect to a LIBOR Rate Advance or with respect to a conversion into or continuation of a LIBOR Rate Advance, such Borrower shall, subject to the funding other provisions of this Section 2, specify the applicable Interest Period. The determination of the Interest Period shall be subject to the following provisions: (i) the initial Interest Period for any LIBOR Rate Advance shall commence on the date of such LIBOR Rate Advance which shall be a Business Day and each Interest Period (if any) occurring thereafter for such LIBOR Rate Advance shall commence on the day on which the next preceding Interest Period for such LIBOR Rate Advance expires; (ii) there shall be no more than six (6) Interest Periods in the aggregate for all Borrowers in effect at any one time; and (iii) no Interest Period may be selected which extends beyond the last day of the Term. (B) In the event a Borrower is unable to comply with (i) the Current Asset Base limitations applicable to it set forth in Subsection 2.4 or (ii) the conditions precedent to the making of a Revolving Loan, the Lenders authorize Agent, in its sole discretion, to make Revolving Loans (and Lenders shall fund their Proportionate Share of such Revolving Loans upon the request of Agent) ("Interim Revolving Loans") for a period commencing on the date Agent first receives a Notice of Borrowing requesting an Interim Revolving Loan until the earlier of (i) the 20th Business Day after such date, or (ii) the date such Borrower is again able to comply with the Current Asset Base limitations applicable to it and the conditions precedent to the making of Revolving Loans set forth in Sections 2.4 and 4.2 hereof, or obtains an amendment or waiver with respect thereto (in each case, the "Interim Revolving Loan Period"). Agent shall not, in any event, make any Interim Revolving Loan if at such time the amount of such Interim Revolving Loan when added to the then aggregate outstanding principal amount of other Interim Revolving Loans made to all Borrowers would exceed $5,000,000; provided that, notwithstanding any of the foregoing limitations in this Subsection 2.5(B), Agent may make Revolving Loans (consisting of one or more Base Rate Advances) in an amount not to exceed $2,500,000 outstanding at any one time (and Lenders shall fund their Proportionate Share of such Revolving Loans upon the request of Agent) intended to preserve, protect or enhance the liquidation value of the Collateral. All Interim Revolving Loans shall be Base Rate Advances. An Interim Revolving Loan shall cease to be an Interim Revolving Loan (and shall be deemed to be an Advance consisting of Revolving Loans) if the unsatisfied conditions giving rise to such Interim Revolving Loan shall thereafter be satisfied or the events which cause such Advance to be an Interim Revolving Loan shall thereafter cease to exist. (C) Each Lender shall be entitled to earn interest at the then applicable rate of interest, calculated in accordance with Subsection 2.21 hereof, on outstanding Loans which it has funded to Agent. (D) Notwithstanding the obligation of a Borrower to send written confirmation of a Notice of Borrowing or Notice of Conversion made by telephone, in the event that any of the matters to which Company is required to certify in the applicable Notice of Borrowing as being true and correct on any applicable Funding Date is not true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Loans shall constitute a certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Borrowing as being true and correct on such Funding Date. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, Agent acts upon a Notice of Borrowing for a Eurodollar Rate Loan (or Notice of Conversion made by telephone, such telephonic notice in lieu thereof) of borrowing or notice of conversion shall be irrevocable binding on and after such Borrower whether or not written confirmation is sent by such Borrower or subsequently requested by Agent. Agent may act prior to the related Interest Rate Determination Datereceipt of any written confirmation, and Company without any liability whatsoever, based upon telephonic notice believed by Agent in good faith to be from such Borrower or its Authorized Officers. Agent's records of the terms of any telephonic Notices of Borrowing or Notice of Conversion shall be bound to make a borrowing conclusive on each Borrower and the Lenders in accordance therewith the absence of gross negligence or to pay willful misconduct on the amounts payable pursuant to Section 2.6D as a result part of the failure to make such borrowingAgent in connection therewith.

Borrowing Mechanics. Loans made on any Funding Date (other than Working Capital Loans deemed made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(iv) for the purpose of repaying any Refunded Swing Line Loans or Working Capital Loans made pursuant to subsection 3.3B for the purpose of reimbursing any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it ("LC REFUNDING LOANS")) shall be in an aggregate minimum amount of $1,000,000 and multiples of $100,000 in excess of that amount. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $250,000 1,000,000 and integral multiples of $10,000 500,000 in excess of that amount. . (i) Whenever Company desires the Borrowers desire that Lenders make Loans (other than Swing Line Loans or LC Refunding Loans) it , the Borrowers shall deliver to the Disbursement Agent the Advance Request and related documentation required by the terms of Section 2.4.1(a) of the Disbursement Agreement. In addition, the Borrowers shall deliver to the Administrative Agent a Borrowing Notice of Borrowing no later than 12:00 Noon 1:00 p.m. (Chicago New York City time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan, other than Eurodollar Loans to be made on the Closing Date or the Merger Date, if the Merger Date occurs on or prior to three Business Days after the Closing Date) or 12:00 Noon (Chicago time) on at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a The Borrowing Notice of Borrowing no later than 12:00 Noon (Chicago time) on the proposed Funding Date. The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount and type of Loans requested, (iii) in the case of Swing Line Loans, that such Loans shall be Base Rate Loans, (iv) in the case of any other Loans, whether such Loans shall be Base Rate Loans or Eurodollar Rate Loans, and (viv) in the case of any Loans requested to be made as Eurodollar Rate Loans, the initial Interest Period requested therefor. Term Loans and Working Capital Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering the above-described Notice of Borrowing, Company may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; PROVIDED that such notice shall be promptly confirmed in writing by delivery of a Notice of Borrowing to Administrative Agent on or before the applicable Funding Date. Any Loans made on the Closing Date and on the Merger Date (if the Merger Date occurs on or prior to three Business Days after the Closing Date) may be Eurodollar Loans regardless of whether this Agreement has been executed at least three Business Days prior to such date and so long as Company has delivered a Notice of Borrowing with respect thereto on or prior to three Business Days prior to such date and has also delivered an indemnity agreement covering broken funding losses in form and substance reasonably satisfactory to Agents. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative 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 2.1B, and upon funding of Loans by Lenders in accordance with this Agreement pursuant to any such telephonic notice Company shall have borrowed Loans hereunder. Company The Borrowers shall notify the Administrative Agent prior to the funding of any such Loans in the event that any of the matters to which Company is the Borrowers are required to certify in the applicable Borrowing Notice of Borrowing as being true and correct on any and/or the applicable Funding Date Advance Request is not no longer true and correct as of the applicable Funding Date, and the acceptance by Company the Borrowers of the proceeds of any Loans shall constitute a certification recertification by Companythe Borrowers, as of the applicable Funding Date, as to the matters to which Company the Borrowers is required to certify in the applicable Borrowing Notice of Borrowing as being true and correct on such the applicable Funding Date. . (ii) Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Borrowing Notice of Borrowing for a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company the Borrowers shall be bound to make a borrowing Borrowing in accordance therewith or to pay therewith. (iii) All proceeds of Loans shall be deposited in the amounts payable pursuant to Section 2.6D as a result of Phase II Mall Loan Proceeds Account and/or the failure to make such borrowingDisbursement Account in accordance with the Disbursement Agreement.

Borrowing Mechanics. Revolving Loans made on any Funding Date (other than Working Capital Revolving Loans deemed made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(iv) for the purpose of repaying any Refunded Swing Line Loans or Working Capital Revolving Loans made pursuant to subsection 3.3B for the purpose of reimbursing any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it ("LC REFUNDING LOANS")it) and Term Loans made on any Funding Date shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $100,000 in excess of that amount; PROVIDED that Revolving Loans made on any Funding Date as Eurodollar Rate Loans with a particular Interest Period shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $500,000 in excess of that amount. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $250,000 100,000 and integral multiples of $10,000 25,000 in excess of that amount. Whenever Company desires that Lenders make Revolving Loans (other than Swing Line Loans or LC Refunding Loans) it shall deliver to Administrative Agent a Notice of Borrowing no later than 12:00 Noon 1:30 P.M. (Chicago New York time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan, other than Eurodollar Loans to be made on the Closing Date or the Merger Date, if the Merger Date occurs on or prior to three Business Days after the Closing Date) or 12:00 Noon (Chicago time) on at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a Notice of Borrowing no later than 12:00 Noon 3:00 P.M. (Chicago New York time) on the proposed Funding Date. The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount and type of Loans requested, (iii) in the case of Swing Line Loans, Loans that such Loans shall be Base Rate Loans, (iv) in the case of any other Loans, whether such Loans shall be Base Rate Loans or Eurodollar Rate Loans, and (v) in the case of any Loans requested to be made as Eurodollar Rate Loans, the initial Interest Period requested therefor. Term Loans and Working Capital Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering the above-described Notice of Borrowing, Company may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; PROVIDED that such notice shall be promptly confirmed in writing by delivery of a Notice of Borrowing to Administrative Agent on or before the applicable Funding Date. Any Loans made on the Closing Date and on the Merger Date (if the Merger Date occurs on or prior to three Business Days after the Closing Date) may be Eurodollar Loans regardless of whether this Agreement has been executed at least three Business Days prior to such date and so long as Company has delivered a Notice of Borrowing with respect thereto on or prior to three Business Days prior to such date and has also delivered an indemnity agreement covering broken funding losses in form and substance reasonably satisfactory to Agents. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative 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 2.1B, and upon funding of Loans by Lenders in accordance with this Agreement pursuant to any such telephonic notice Company shall have borrowed effected Loans hereunder. Company shall notify Administrative Agent prior to the funding of any Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Borrowing as being true and correct on any applicable Funding Date is not no longer true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Loans shall constitute a re-certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Borrowing as being true and correct on such Funding DateBorrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing in accordance therewith or to pay the amounts payable pursuant to Section 2.6D as a result of the failure to make such borrowingtherewith.

Borrowing Mechanics. Term Loans and Revolving Loans made on any Funding Date (other than Working Capital Loans deemed made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(iv) for the purpose of repaying any Refunded Swing Line Loans or Working Capital Revolving Loans made pursuant to subsection 3.3B for the purpose of reimbursing any Issuing Lender the L/C Issuer for the amount of a drawing under a Letter of Credit issued by it ("LC REFUNDING LOANS")it) shall be in an aggregate minimum amount of Five Hundred Thousand Dollars ($1,000,000 and multiples of $100,000 in excess of 500,000); provided that amount. Swing Line Term Loans or Revolving Loans made on any Funding Date as LIBOR Rate Loans with a particular Interest Period shall be in an aggregate minimum amount of Five Hundred Thousand Dollars ($250,000 500,000) and integral multiples of One Hundred Thousand Dollars ($10,000 100,000) in excess of that amount. Whenever Company Borrower desires that Lenders make Loans (other than Swing Line Term Loans or LC Refunding Loans) Revolving Loans it shall deliver to Administrative Agent a Notice of Borrowing no later than 12:00 Noon 1:00 P.M. (Chicago New York time) at least three (3) Business Days in advance of the proposed Funding Date (in the case of a Eurodollar LIBOR Rate Loan, other than Eurodollar Loans to be made on the Closing Date or the Merger Date, if the Merger Date occurs on or prior to three Business Days after the Closing Date) or 12:00 Noon at least one (Chicago time1) on Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a Notice of Borrowing no later than 12:00 Noon (Chicago time) on the proposed Funding Date. The Notice of Borrowing shall be in writing and specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount and type of Loans requested, (iii) in the case of Swing Line Loans, that such Loans shall be Base Rate Loans, (iv) in the case of any other Loans, whether such Loans shall be Base Rate Loans or Eurodollar LIBOR Rate Loans, and (viv) in the case of any Loans requested to be made as Eurodollar LIBOR Rate Loans, the initial Interest Period requested therefor. Term Loans and Working Capital Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar LIBOR Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering the above-described Notice of Borrowing, Company Borrower may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; PROVIDED provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Borrowing to Administrative Agent on or within one Business Day and before the applicable Funding Date. Any Loans made on ; provided further that failure to give such written notice shall not affect the Closing Date and on the Merger Date (if the Merger Date occurs on or prior to three Business Days after the Closing Date) may be Eurodollar Loans regardless validity of whether this Agreement has been executed at least three Business Days prior to such date and so long as Company has delivered a Notice of Borrowing with respect thereto on or prior to three Business Days prior to such date and has also delivered an indemnity agreement covering broken funding losses in form and substance reasonably satisfactory to Agentstelephonic notice. Neither Administrative Agent nor any Lender shall incur any liability to Company Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to borrow on behalf of Company Borrower or for otherwise acting in good faith under this subsection 2.1B, and upon funding of Loans by Lenders in accordance with this Agreement pursuant to any such telephonic notice Company Borrower shall have borrowed effected Loans hereunder. Company Borrower shall notify Administrative Agent prior to the funding of any Loans in the event that any of the matters to which Company Borrower is required to certify in the applicable Notice of Borrowing as being true and correct on any applicable Funding Date is not no longer true and correct as of the applicable Funding Date, and the acceptance by Company Borrower of the proceeds of any Loans shall constitute a re-certification by CompanyBorrower, as of the applicable Funding Date, as to the matters to which Company Borrower is required to certify in the applicable Notice of Borrowing as being true and correct on such Funding DateBorrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for a Eurodollar LIBOR Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company Borrower shall be bound to make a borrowing in accordance therewith or to pay the amounts payable pursuant to Section 2.6D as a result of the failure to make such borrowingtherewith.

Borrowing Mechanics. Loans made on any Funding Date (other than Working Capital Loans deemed made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(iv) for the purpose of repaying any Refunded Swing Line Loans or Working Capital Loans made pursuant to subsection 3.3B for the purpose of reimbursing any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it ("LC REFUNDING LOANS")) shall be in an aggregate minimum amount of $1,000,000 and multiples of $100,000 in excess of that amount. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of (a) $250,000 100,000 and integral multiples thereof in the case of Base Rate Loans and (b) $500,000 and integral multiples of $10,000 100,000 in excess of that amountamount in the case of LIBOR Rate Loans. Whenever Company desires Borrowers desire that Lenders make Loans (other than Swing Line Loans or LC Refunding Loans) it they shall deliver to Administrative Agent a Notice of Borrowing no later than 12:00 Noon 11:00 A.M. (Chicago New York time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar LIBOR Rate Loan, other than Eurodollar Loans to be made on the Closing Date or the Merger Date, if the Merger Date occurs on or prior to three Business Days after the Closing Date) or 12:00 Noon (Chicago time) on at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a Notice of Borrowing no later than 12:00 Noon (Chicago time) on the proposed Funding Date. The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount and type of Loans requested, (iii) in the case of Swing Line Loans, that such Loans shall be Base Rate Loans, (iv) in the case of any other Loans, whether such Loans shall be Base Rate Loans or Eurodollar LIBOR Rate Loans (provided, however that all Loans made on the Second Restatement Effective Date shall initially be Base Rate Loans), and (viv) in the case of any Loans requested to be made as Eurodollar LIBOR Rate Loans, the initial Interest Period requested therefor. Term Loans and Working Capital Loans may be continued as or converted into Base Rate Loans and Eurodollar LIBOR Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering the above-described Notice of Borrowing, Company Borrowers may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; PROVIDED provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Borrowing to Administrative Agent on or before the applicable Funding Date. Any Loans made on the Closing Date and on the Merger Date (if the Merger Date occurs on or prior to three Business Days after the Closing Date) may be Eurodollar Loans regardless of whether this Agreement has been executed at least three Business Days prior to such date and so long as Company has delivered a Notice of Borrowing with respect thereto on or prior to three Business Days prior to such date and has also delivered an indemnity agreement covering broken funding losses in form and substance reasonably satisfactory to Agents. Neither Administrative Agent nor any Lender shall incur any liability to Company Borrowers in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to borrow on behalf of Company Borrowers or for otherwise acting in good faith under this subsection 2.1B, and upon funding of Loans by Lenders in accordance with this Agreement pursuant to any such telephonic notice Company shall have borrowed Loans hereunder. Company shall notify Administrative Agent prior to the funding of any Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Borrowing as being true and correct on any applicable Funding Date is not true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Loans shall constitute a certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Borrowing as being true and correct on such Funding Date. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing in accordance therewith or to pay the amounts payable pursuant to Section 2.6D as a result of the failure to make such borrowing.subsection

Borrowing Mechanics. Except for Revolving Loans made on any Funding Date (other than Working Capital Loans deemed made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(iv) for the purpose of repaying any Refunded Swing Line Loans or Working Capital Loans made pursuant to subsection 3.3B for the purpose of reimbursing any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it ("LC REFUNDING LOANS")) shall be in an aggregate minimum amount of $1,000,000 and multiples of $100,000 in excess of that amount. Swing Line Closing Date, Revolving Loans made on any Funding Date shall be in an aggregate minimum amount of $250,000 500,000 and integral multiples of $10,000 100,000 in excess of that amount; PROVIDED that Revolving Loans made on any Funding Date as LIBOR Loans with a particular Interest Period shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $100,000 in excess of that amount. Whenever Company Borrower desires that Lenders make Revolving Loans (other than Swing Line Loans or LC Refunding Loans) it shall deliver to Administrative Agent a Notice of Borrowing no later than 12:00 Noon 10:00 A.M. (Chicago New York City time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate LIBOR Loan, other than Eurodollar Loans to be made on the Closing Date or the Merger Date, if the Merger Date occurs on or prior to three Business Days after the Closing Date) or 12:00 Noon (Chicago time) no later than 10:00 a.m. on the proposed Funding Date (in the case of a Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a Notice of Borrowing no later than 12:00 Noon (Chicago time) on the proposed Funding Date. The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount and type Type of Loans requested, (iii) in the case of Swing Line Loansany Loans made on the Closing Date, that such Loans shall be Base Rate Loans, (iv) in the case of any other LoansRevolving Loans not made on the Closing Date, whether such Loans shall be Base Rate Loans or Eurodollar Rate LIBOR Loans, and (v) in the case of any Loans requested to be made as Eurodollar Rate LIBOR Loans, the initial Interest Period requested therefor, and (vi) information about the account of Borrower to be credited. Term Loans and Working Capital Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate LIBOR Loans in the manner provided in subsection 2.2D. In lieu of delivering the above-described Notice of BorrowingBorrowing for any Loan, Company Borrower may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; PROVIDED that such notice shall be promptly confirmed in writing by delivery of a Notice of Borrowing to Administrative Agent on or before the applicable Funding Date. Any Loans made at Administrative Agent's Office no later than 2:00 p.m. (New York City time) on the Closing Date and on the Merger Date (if the Merger Date occurs on or prior to three Business Days after the Closing Date) may be Eurodollar Loans regardless of whether this Agreement has been executed at least three Business Days prior to date such date and so long as Company has delivered a Notice of Borrowing with respect thereto on or prior to three Business Days prior to such date and has also delivered an indemnity agreement covering broken funding losses in form and substance reasonably satisfactory to Agentsnotice was given. Neither Administrative Agent Agent, nor any Lender shall incur any liability to Company Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer Officer or other person authorized to borrow on behalf of Company Borrower or for otherwise acting in good faith under this subsection 2.1B, and upon funding of Revolving Loans by Lenders in accordance with this Agreement pursuant to any such telephonic notice Company Borrower shall have borrowed effected Revolving Loans hereunder. Company Borrower shall notify Administrative Agent prior to the funding of any Revolving Loans in the event that if any of the matters to which Company Borrower is required to certify in the applicable Notice of Borrowing as being true and correct on any applicable Funding Date is not no longer true and correct as of the applicable Funding Date, and the acceptance by Company Borrower of the proceeds of any Revolving Loans shall constitute a re-certification by CompanyBorrower, as of the applicable Funding Date, as to the matters to which Company Borrower is required to certify in the applicable Notice of Borrowing as being true and correct on such Funding DateBorrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for a Eurodollar Rate LIBOR Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Dateonce Administrative Agent receives such notice, and Company Borrower shall be bound to make a borrowing in accordance therewith or to pay the amounts payable pursuant to Section 2.6D as a result of the failure to make such borrowingtherewith.

Borrowing Mechanics. Term Loans or Revolving Loans (including any such Loans made as Eurodollar Rate Loans with a particular Interest Period) made on any Funding Date (other than Working Capital Revolving Loans deemed made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(iv2.1A(iii) for the purpose of repaying any Refunded Swing Line Loans or Working Capital Revolving Loans made pursuant to subsection 3.3B for the purpose of reimbursing any Issuing Lender for the amount of a drawing or payment under a Letter of Credit issued by it ("LC REFUNDING LOANS")it) shall be in an aggregate minimum amount of $1,000,000 500,000 and integral multiples of $100,000 250,000 in excess of that amount. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $250,000 and integral multiples of $10,000 100,000 in excess of that amount. Whenever Company desires that Lenders make Loans (other than Swing Line Term Loans or LC Refunding Loans) Revolving Loans it shall deliver to Administrative Agent on behalf of Company a Notice of Borrowing no later than 12:00 Noon (Chicago New York time) ), at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan, other than Eurodollar Loans to be made on the Closing Date or the Merger Date, if the Merger Date occurs on or prior to three at least one Business Days after the Closing Date) or 12:00 Noon (Chicago time) on Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a Notice of Borrowing no later than 12:00 Noon (Chicago New York time) on the proposed Funding Date. The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount and type of Loans requested, (iii) in the case of Swing Line Loans, that such Loans shall be Base Rate Loans, (iv) in the case of any Loans other than Swing Line Loans, whether such Loans shall be Base Rate Loans or Eurodollar Rate Loans, and (v) in the case of any Loans requested to be made as Eurodollar Rate Loans, the initial Interest Period requested therefor. Term Loans and Working Capital Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering the above-described Notice of Borrowing, Company may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; PROVIDED provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Borrowing to Administrative Agent on or before the applicable Funding Date. Any Loans made on the Closing Date and on the Merger Date (if the Merger Date occurs on or prior to three Business Days after the Closing Date) may be Eurodollar Loans regardless of whether this Agreement has been executed at least three Business Days prior to such date and so long as Company has delivered a Notice of Borrowing with respect thereto on or prior to three Business Days prior to such date and has also delivered an indemnity agreement covering broken funding losses in form and substance reasonably satisfactory to Agents. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative 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 2.1B, and upon funding of Loans by Lenders in accordance with this Agreement pursuant to any such telephonic notice Company shall have borrowed effected Loans hereunder. Company shall notify Administrative Agent prior to the funding of any Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Borrowing as being true and correct on any applicable Funding Date is not are no longer true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Loans shall constitute a re-certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Borrowing as being true and correct on such Funding DateBorrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing in accordance therewith or to pay the amounts payable pursuant to Section 2.6D as a result of the failure to make such borrowingtherewith.

Borrowing Mechanics. Loans made on (i) Borrower shall give notice to the Administrative Agent, which may be given by (A) telephone or (B) delivering a fully executed Funding Notice; provided that any Funding Date (other than Working Capital Loans deemed made pursuant telephonic notice must be confirmed promptly by delivery to a request by Swing Line Lender pursuant to subsection 2.1A(iv) for the purpose of repaying any Refunded Swing Line Loans or Working Capital Loans made pursuant to subsection 3.3B for the purpose of reimbursing any Issuing Lender for the amount Administrative Agent of a drawing under a Letter of Credit issued Funding Notice. Each such Funding Notice must be received by it ("LC REFUNDING LOANS")) shall be in an aggregate minimum amount of $1,000,000 and multiples of $100,000 in excess of that amount. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $250,000 and multiples of $10,000 in excess of that amount. Whenever Company desires that Lenders make Loans (other than Swing Line Loans or LC Refunding Loans) it shall deliver to the Administrative Agent a Notice of Borrowing no later than 12:00 Noon 10:00 a.m. (Chicago timeor, solely in the case where the Credit Date is the Closing Date, 3:00 p.m.) at least three Business Days in advance of the proposed Funding Credit Date (in the case of a Eurodollar Loan that is a LIBOR Rate Loan, other and no later than Eurodollar Loans to be made on the Closing Date or the Merger Date, if the Merger Date occurs on or prior to three Business Days after the Closing Date) or 12:00 Noon (Chicago time) 9:00 a.m. on the proposed Funding Credit Date (in the case of a Loan that is a Base Rate Loan). Whenever Company desires ; provided, however, that Swing Line Lender make a Swing Line Loanif Borrower wishes to request LIBOR Rate Loans having an Interest Period other than one, it shall deliver to two, three or six months in duration, as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent a Notice of Borrowing no not later than 12:00 Noon (Chicago time) on the proposed Funding Date. The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount and type of Loans requested, (iii) in the case of Swing Line Loans, that such Loans shall be Base Rate Loans, (iv) in the case of any other Loans, whether such Loans shall be Base Rate Loans or Eurodollar Rate Loans, and (v) in the case of any Loans requested to be made as Eurodollar Rate Loans, the initial Interest Period requested therefor. Term Loans and Working Capital Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering the above-described Notice of Borrowing, Company may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; PROVIDED that such notice shall be promptly confirmed in writing by delivery of a Notice of Borrowing to Administrative Agent on or before the applicable Funding Date. Any Loans made on the Closing Date and on the Merger Date (if the Merger Date occurs on or prior to three Business Days after the Closing Date) may be Eurodollar Loans regardless of whether this Agreement has been executed at least three 10:00 a.m. four Business Days prior to the requested date of such date Borrowing, conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the Lenders of the applicable Tranche of such request and so long as Company has delivered a Notice determine whether the requested Interest Period is acceptable to all of Borrowing with respect thereto on or prior to them. Not later than 10:00 a.m., three Business Days prior to before the requested date of such date and has also delivered an indemnity agreement covering broken funding losses in form and substance reasonably satisfactory to Agents. Neither Borrowing, conversion or continuation of the Loans of any Tranche, the Administrative Agent nor any Lender shall incur any liability notify Borrower (which notice may be by telephone to Company be followed by confirmation in acting upon any telephonic notice referred writing) whether or not the requested Interest Period has been consented to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to borrow on behalf all the Lenders of Company or for otherwise acting in good faith under this subsection 2.1B, and upon funding such Tranche. Each Borrowing of Loans by Lenders in accordance with this Agreement pursuant to any such telephonic notice Company shall have borrowed Loans hereunder. Company shall notify Administrative Agent prior to the funding of any Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Borrowing as being true and correct on any applicable Funding Date is not true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Loans shall constitute a certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Borrowing as being true and correct on such Funding Date. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Borrower shall be bound to make a borrowing in accordance therewith with a Funding Notice for a Loan that is a LIBOR Rate Loan, unless such Funding Notice is revoked by Borrower prior to the occurrence of the applicable Credit Extension; provided that any such revocation shall be subject to the terms of Section 2.14(c). Promptly upon receipt by Administrative Agent of any Funding Notice, Administrative Agent shall notify each Lender of the proposed borrowing. Administrative Agent and Lenders may act without liability upon the basis of written, or telecopied notice believed by Administrative Agent in good faith to be from Borrower (or from any Authorized Officer thereof designated in writing purportedly from Borrower to Administrative Agent), it being understood that no Lender nor Administrative Agent shall be obligated in any manner with respect to the funding of any Loan in the absence of the receipt by Administrative Agent of a completed and executed Funding Notice. Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Loan on behalf of Borrower, until Administrative Agent and such Lenders receive written notice to the contrary. Administrative Agent and Lenders shall have no duty to verify the authenticity of the signature appearing on any written Funding Notice. (ii) Each Lender of the applicable Tranche shall make its Loan available to Administrative Agent not later than 12:00 noon on the applicable Credit Date, by wire transfer of Same Day Funds in Dollars, at the Principal Office designated by the Administrative Agent. Upon satisfaction or waiver of the conditions precedent specified herein, Administrative Agent shall make the proceeds of the Loans available to Borrower by no later than 3:00 p.m. on the applicable Credit Date by causing an amount of Same Day Funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent by 12:00 noon on such day from Lenders to be credited to the account of Borrower at the Principal Office designated by the Administrative Agent or to pay the amounts payable pursuant such other account, as may be designated in writing to Section 2.6D as a result of the failure to make such borrowingAdministrative Agent by Borrower.

Borrowing Mechanics. Loans made on any Funding Date (other than Working Capital Loans deemed made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(iv) for the purpose of repaying any Refunded Swing Line Loans or Working Capital Loans made pursuant to subsection 3.3B for the purpose of reimbursing any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it ("LC REFUNDING LOANS")) shall be in an aggregate minimum amount of $1,000,000 and multiples of $100,000 in excess of that amount. Swing Line Revolving Loans made on any Funding Date shall be in an aggregate minimum amount of $250,000 and multiples 3,000,000 in increments of $10,000 in excess of that amount100,000 (except for such lesser amounts as may be required pursuant to subsection 2.9C). Whenever the Company desires that the Lenders make Revolving Loans (other than Swing Line Loans or LC Refunding Loans) it shall deliver (which delivery may be made by telecopier, promptly followed by delivery by overnight courier) to Administrative the Agent a Notice of Borrowing no later than 12:00 Noon 9:00 a.m. (Chicago Los Angeles time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan, other than Eurodollar Loans to be made on the Closing Date or the Merger Date, if the Merger Date occurs on or prior to three Business Days after the Closing DateLoans) or 12:00 Noon (Chicago time) on the proposed Funding Date (in the case of a Base Rate LoanLoans). Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a Notice of Borrowing no later than 12:00 Noon (Chicago time) on the proposed Funding Date. The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount and type of Revolving Loans requested, (iii) in the case of Swing Line Loans, that such Loans shall be Base Rate Loans, (iv) in the case of any other Loans, whether such Revolving Loans shall be Base Rate Loans or Eurodollar Rate Loans, Loans and (viv) in the case of any Loans loans requested to be made as Eurodollar Rate Loans, the initial Interest Period requested therefor. Term Revolving Loans and Working Capital Term Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering Neither the above-described Notice of Borrowing, Company may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; PROVIDED that such notice shall be promptly confirmed in writing by delivery of a Notice of Borrowing to Administrative Agent on or before the applicable Funding Date. Any Loans made on the Closing Date and on the Merger Date (if the Merger Date occurs on or prior to three Business Days after the Closing Date) may be Eurodollar Loans regardless of whether this Agreement has been executed at least three Business Days prior to such date and so long as Company has delivered a Notice of Borrowing with respect thereto on or prior to three Business Days prior to such date and has also delivered an indemnity agreement covering broken funding losses in form and substance reasonably satisfactory to Agents. Neither Administrative Agent nor any Lender shall incur any liability to the Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer Responsible Officer or other person authorized to borrow on behalf of the Company or for otherwise acting in good faith under this subsection 2.1B, and upon funding of Revolving Loans by the Lenders to the Agent and the funding of such Revolving Loans by the Agent to the Company in accordance with this Agreement pursuant to any such telephonic notice the Company shall have borrowed effected the borrowing of Revolving Loans hereunder. The Company shall notify Administrative the Agent prior to the funding of any Loans in the event that any of the matters to which the Company is required to certify in the applicable Notice of Borrowing as being true and correct on any applicable Funding Date is not no longer true and correct as of the applicable Funding Date, and the acceptance by the Company of the proceeds of any Revolving Loans shall constitute a re-certification by the Company, as of the applicable Funding Date, as to the matters to which the Company is required to certify in the applicable Notice of Borrowing as being true and correct on such Funding DateBorrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and the Company shall be bound to make a borrowing in accordance therewith or to pay the amounts payable pursuant to Section 2.6D as a result of the failure to make such borrowingtherewith.

Borrowing Mechanics. Tranche A Term Loans, Tranche B Term Loans or Tranche C Term Loans made on any Funding Date as Base Rate Loans or as LIBOR Loans with a particular Interest Period shall be in an aggregate minimum amount of $5,000,000 and integral multiples of $500,000 in excess of that amount. Revolving Loans (other than Working Capital Revolving Loans deemed made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(iv2.1A(v) for the purpose of repaying any Refunded Swing Line Loans or Working Capital Revolving Loans made pursuant to subsection 3.3B for the purpose of reimbursing any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it ("LC REFUNDING LOANS")it) made on any Funding Date shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $100,000 in excess of that amount. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $250,000 500,000 and integral multiples of $10,000 100,000 in excess of that amount. Whenever Company desires that Lenders make Loans (other than Swing Line Term Loans or LC Refunding Loans) Revolving Loans to Company it shall deliver to Administrative Agent a Notice of Borrowing no later than 12:00 Noon 11:00 A.M. (Chicago New York City time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate LIBOR Loan, other than Eurodollar Loans to be made on the Closing Date or the Merger Date, if the Merger Date occurs on or prior to three Business Days after the Closing Date) or 12:00 Noon (Chicago time) on at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a Notice of Borrowing no later than 12:00 Noon 1:00 P.M. (Chicago New York City time) on the proposed Funding Date. The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount and type of Loans requested, (iii) in the case of Swing Line LoansLoans and any Loans made on the Closing Date, that such Loans shall be Base Rate Loans, (iv) in the case of any other LoansDelayed-Draw Term Loans and Revolving Loans not made on the Closing Date, whether such Loans shall be Base Rate Loans or Eurodollar Rate LIBOR Loans, and (v) in the case of any Loans requested to be made as Eurodollar Rate LIBOR Loans, the initial Interest Period requested therefor. Term Loans and Working Capital Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate LIBOR Loans in the manner provided in subsection 2.2D. In lieu of delivering the above-described Notice of Borrowing, Company may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; PROVIDED that such notice shall be promptly confirmed in writing by delivery of a Notice of Borrowing to Administrative Agent on or before the applicable Funding Date. Any Loans made on the Closing Date and on the Merger Date (if the Merger Date occurs on or prior to three Business Days after the Closing Date) may be Eurodollar Loans regardless of whether this Agreement has been executed at least three Business Days prior to such date and so long as Company has delivered a Notice of Borrowing with respect thereto on or prior to three Business Days prior to such date and has also delivered an indemnity agreement covering broken funding losses in form and substance reasonably satisfactory to Agents. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative 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 2.1B, and upon funding of Loans by Lenders in accordance with this Agreement pursuant to any such telephonic notice Company shall have borrowed effected Loans hereunder. Company shall notify Administrative Agent prior to the funding of any Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Borrowing as being true and correct on any applicable Funding Date is not no longer true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Loans shall constitute a re-certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Borrowing as being true and correct on such Funding Date. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing in accordance therewith or to pay the amounts payable pursuant to Section 2.6D as a result of the failure to make such borrowingBorrowing.

Borrowing Mechanics. Tranche A Term Loans or Tranche B Term Loans made on any Funding Date as Base Rate Loans or as LIBOR Loans with a particular Interest Period shall be in an aggregate minimum amount of $2,500,000 and integral multiples of $250,000 in excess of that amount. Revolving Loans (other than Working Capital Revolving Loans deemed made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(iv) for the purpose of repaying any Refunded Swing Line Loans or Working Capital Revolving Loans made pursuant to subsection 3.3B for the purpose of reimbursing any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it ("LC REFUNDING LOANS")it) made on any Funding Date shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $100,000 in excess of that amount. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $250,000 and integral multiples of $10,000 100,000 in excess of that amount. Whenever Company Borrower desires that Lenders make Loans (other than Swing Line Term Loans or LC Refunding Loans) Revolving Loans to Borrower it shall deliver to Administrative Agent a Notice of Borrowing no later than 12:00 Noon 11:00 A.M. (Chicago Boston, Massachusetts time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate LIBOR Loan, other than Eurodollar Loans to be made on the Closing Date or the Merger Date, if the Merger Date occurs on or prior to three Business Days after the Closing Date) or 12:00 Noon (Chicago time) on at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). Whenever Company Borrower desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a Notice of Borrowing no later than 12:00 Noon 1:00 P.M. (Chicago Boston, Massachusetts time) on the proposed Funding Date. The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount and type Type of Loans requested, (iii) in the case of Swing Line LoansLoans and any Loans made on the Closing Date, that such Loans shall be Base Rate Loans, (iv) in the case of any other LoansRevolving Loans not made on the Closing Date, whether such Loans shall be Base Rate Loans or Eurodollar Rate LIBOR Loans, and (v) in the case of any Loans requested to be made as Eurodollar Rate LIBOR Loans, the initial Interest Period requested therefor. Term Loans and Working Capital Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate LIBOR Loans in the manner provided in subsection 2.2D. In lieu of delivering the above-described Notice of Borrowing, Company Borrower may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; PROVIDED that such notice shall be promptly confirmed in writing by delivery of a Notice of Borrowing to Administrative Agent on or before the applicable Funding Date. Any Loans made on the Closing Date and on the Merger Date (if the Merger Date occurs on or prior to three Business Days after the Closing Date) may be Eurodollar Loans regardless of whether this Agreement has been executed at least three Business Days prior to such date and so long as Company has delivered a Notice of Borrowing with respect thereto on or prior to three Business Days prior to such date and has also delivered an indemnity agreement covering broken funding losses in form and substance reasonably satisfactory to Agents. Neither Administrative Agent nor any Lender shall incur any liability to Company Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to borrow on behalf of Company Borrower or for otherwise acting in good faith under this subsection 2.1B, and upon funding of Loans by Lenders in accordance with this Agreement pursuant to any such telephonic notice Company Borrower shall have borrowed effected Loans hereunder. Company Borrower shall notify Administrative Agent prior to the funding of any Loans in the event that any of the matters to which Company Borrower is required to certify in the applicable Notice of Borrowing as being true and correct on any applicable Funding Date is not no longer true and correct as of the applicable Funding Date, and the acceptance by Company Borrower of the proceeds of any Loans shall constitute a re-certification by CompanyBorrower, as of the applicable Funding Date, as to the matters to which Company Borrower is required to certify in the applicable Notice of Borrowing as being true and correct on such Funding Date. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing in accordance therewith or to pay the amounts payable pursuant to Section 2.6D as a result of the failure to make such borrowingBorrowing.

Borrowing Mechanics. Loans made on any Funding Date (other than Working Capital Loans deemed made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(iv) for the purpose of repaying any Refunded Swing Line Loans or Working Capital Loans made pursuant to subsection 3.3B for the purpose of reimbursing any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it ("LC REFUNDING LOANS")it) shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $100,000 1,000,000 in excess of that amount. Swing Line ; provided that Loans made on any Funding -------- Date as LIBOR Rate Loans with a particular Interest Period shall be in an aggregate minimum amount of $250,000 5,000,000 and integral multiples of $10,000 1,000,000 in excess of that amount. Whenever Company desires that Lenders make Loans (other than Swing Line Loans or LC Refunding Loans) it shall deliver to Administrative Agent a Notice of Borrowing no later than 12:00 Noon 9:00 A.M. (Chicago Los Angeles time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar LIBOR Rate Loan, other than Eurodollar Loans to be made on the Closing Date or the Merger Date, if the Merger Date occurs on or prior to three Business Days after the Closing Date) or 12:00 Noon (Chicago time) on the proposed Funding Date (in the case of a Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a Notice of Borrowing no later than 12:00 Noon (Chicago time) on the proposed Funding Date. The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount and type of Loans requested, (iii) in the case of Swing Line Loans, that such Loans shall be Base Rate Loans, (iv) in the case of any other Loans, whether such Loans shall be Base Rate Loans or Eurodollar LIBOR Rate Loans, and (viv) in the case of any Loans requested to be made as Eurodollar LIBOR Rate Loans, the initial Interest Period requested therefor. Term Loans and Working Capital Loans may be continued as or converted into Base Rate Loans and Eurodollar LIBOR Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering the above-described Notice of Borrowing, Company may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; PROVIDED provided that such notice shall -------- be promptly confirmed in writing by delivery of a Notice of Borrowing to Administrative Agent on or before the applicable Funding Date. Any Loans made on the Closing Date and on the Merger Date (if the Merger Date occurs on or prior to three Business Days after the Closing Date) may be Eurodollar Loans regardless of whether this Agreement has been executed at least three Business Days prior to such date and so long as Company has delivered a Notice of Borrowing with respect thereto on or prior to three Business Days prior to such date and has also delivered an indemnity agreement covering broken funding losses in form and substance reasonably satisfactory to Agents. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative 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 2.1B, and upon funding of Loans by Lenders in accordance with this Agreement pursuant to any such telephonic notice Company shall have borrowed effected Loans hereunder. Company shall notify Administrative Agent prior to the funding of any Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Borrowing as being true and correct on any applicable Funding Date is not no longer true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Loans shall constitute a re-certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Borrowing as being true and correct on such Funding DateBorrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for a Eurodollar LIBOR Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing in accordance therewith or to pay the amounts payable pursuant to Section 2.6D as a result of the failure to make such borrowingtherewith.

Borrowing Mechanics. Loans made on any Funding Date (other than Working Capital Loans deemed made Borrower shall be permitted to request a Loan pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(iv) for the purpose of repaying this Section 2.1.2 only four times during any Refunded Swing Line Loans or Working Capital Loans made pursuant to subsection 3.3B for the purpose of reimbursing any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it ("LC REFUNDING LOANS")) shall be in an aggregate minimum amount of $1,000,000 and multiples of $100,000 in excess of that amount. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $250,000 and multiples of $10,000 in excess of that amount30 day period. Whenever Company Borrower desires that the Lenders make Loans (other than Swing Line Loans or LC Refunding Loans) , it shall deliver to Administrative the Agent a Notice of Borrowing no later than 12:00 Noon 10:00 A.M. (Chicago New York time) at least three Business Days in advance of the proposed Funding Date (with respect to a LIBOR Rate Loan or, in the case of a Eurodollar Rate LoanLoan bearing interest with reference to the Base Rate, other than Eurodollar Loans to be made on the Closing Date or the Merger Date, if the Merger Date occurs on or prior to three one Business Days after the Closing Date) or 12:00 Noon (Chicago time) on the proposed Funding Date (Day in the case advance of a Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a Notice of Borrowing no later than 12:00 Noon (Chicago time) on the proposed Funding Date. The Each Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount and type of Loans requestedrequested (which in the case of Libor Rate Loans shall be in an aggregate minimum amount of $1,000,000), (iii) in the case of Swing Line Loans, that such Loans shall be Base Rate Loans, (iv) in the case of any other Loans, whether such Loans shall be Base Rate Loans or Eurodollar LIBOR Rate Loans, and (viv) in the case of any if such Loans requested to be made as Eurodollar are LIBOR Rate Loans, the initial Interest Period requested thereforapplicable thereto, (v) that not more than three other Funding Dates shall have occurred within the 30 days next preceding the proposed Funding Date, and (vi) that the amount of the proposed Loans will not cause the sum of: (a) aggregate principal amount of the outstanding Loans (after giving effect to such proposed Loans) plus (b) the Letter of Credit Usage to exceed the Available Amount then in effect. Term Loans and Working Capital Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering the above-described Notice of Borrowing, Company Borrower may give Administrative the Agent telephonic notice by the required time of any proposed borrowing Loan under this subsection 2.1BSection 2.1.2; PROVIDED provided, however, that such notice shall be promptly confirmed in writing by delivery of a Notice of Borrowing to Administrative the Agent on or before the applicable Funding Date. Any Loans made on Neither the Closing Date and on the Merger Date (if the Merger Date occurs on or prior to three Business Days after the Closing Date) may be Eurodollar Loans regardless of whether this Agreement has been executed at least three Business Days prior to such date and so long as Company has delivered a Notice of Borrowing with respect thereto on or prior to three Business Days prior to such date and has also delivered an indemnity agreement covering broken funding losses in form and substance reasonably satisfactory to Agents. Neither Administrative Agent nor any Lender shall incur any liability to Company Borrower in acting upon any telephonic notice referred to above that Administrative the Agent believes in good faith to have been given by a duly authorized officer Authorized Officer or other person Person authorized to borrow on behalf of Company Borrower or for otherwise acting in good faith under this subsection 2.1BSection 2.1.2, and upon funding of Loans by the Lenders in accordance with this Agreement pursuant to any such telephonic notice Company Borrower shall have borrowed effected Loans hereunder. Company Borrower shall notify Administrative the Agent (who shall notify the Lenders) prior to the funding of any Loans in the event that any of the matters to which Company Borrower is required to certify in the applicable Notice of Borrowing as being true and correct on any applicable Funding Date is not no longer true and correct as of the applicable Funding Date, and the acceptance by Company Borrower of the proceeds of any Loans shall constitute a re-certification by CompanyBorrower, as of the applicable Funding Date, as to the matters to which Company Borrower is required to certify in the applicable Notice of Borrowing as being true and correct on such Funding DateBorrowing. Except as otherwise provided in subsections 2.6B, 2.6C Sections 2.11.2 and 2.6G2.11.3, a Notice of Borrowing for a Eurodollar LIBOR Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company Borrower shall be bound to make a borrowing in accordance therewith or to pay the amounts payable pursuant to Section 2.6D as a result of the failure to make such borrowingtherewith.

Borrowing Mechanics. Revolving Loans (including any such Loans made as Eurodollar Rate Loans or CDOR Rate Loans with a particular Interest Period) made on any Funding Date (other than Working Capital Revolving Loans deemed made pursuant to a request by the Swing Line Lender pursuant to subsection 2.1A(ivSection 2.1A(ii) for the purpose of repaying any Refunded Swing Line Loans or Working Capital and Revolving Loans made pursuant to subsection Section 3.3B for the purpose of reimbursing any the applicable Issuing Lender Bank for the amount of a drawing or payment under a Letter of Credit issued by it ("LC REFUNDING LOANS")it) shall be in an aggregate minimum amount of $1,000,000 the Borrowing Minimum and integral multiples of $100,000 the Borrowing Multiple in excess of that amount. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $250,000 and multiples of $10,000 in excess of that amount100,000 or C$100,000, as the case may be. Whenever Company desires that Lenders make Loans (other than Swing Line Loans or LC Refunding Loans) it The Borrowers shall deliver to the Administrative Agent a Notice of Borrowing no later than 12:00 Noon p.m. (Chicago New York time) ), at least one Business Day in advance of the proposed Funding Date; provided that, in the case of any such Loan requested as a Fixed Rate Loan, the Borrowers shall deliver such Notice of Borrowing no later than 12:00 p.m. (New York time), at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan, other than Eurodollar Loans to be made on the Closing Date or the Merger Date, if the Merger Date occurs on or prior to three Business Days after the Closing Date) or 12:00 Noon (Chicago time) on the proposed Funding Date (in the case of a Base Rate Loan). Whenever Company desires the Borrowers desire that the Swing Line Lender make a Swing Line Loan, it they shall deliver to the Administrative Agent a Notice of Borrowing no later than 12:00 Noon p.m. (Chicago New York time) on the proposed Funding Date. The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) whether such Loans are to be U.S. Loans or Canadian Loans, (iii) the amount and type Type of Loans requested, (iiiiv) in the case of Swing Line Loans, that such Loans shall be Base Rate Loans or Canadian Prime Rate Loans, as the case may be, (ivv) in the case of any Revolving Loans, other than Swing Line Loans, whether such Revolving Loans shall be Base Rate Loans or Loans, Eurodollar Rate Loans, and CDOR Rate Loans or Canadian Prime Rate Loans, (vvi) in the case of any Loans requested to be made as Eurodollar Rate Loans or CDOR Rate Loans, the initial Interest Period requested thereforrequested, and (vii) remittance instructions applicable for the Loans requested. Term Loans and Working Capital Revolving Loans may be continued as or converted into Base Rate Loans, Eurodollar Rate Loans, CDOR Rate Loans and Eurodollar or Canadian Prime Rate Loans in the manner provided in subsection Section 2.2D. In lieu of delivering the above-described Notice Notices of Borrowing, Company the Borrowers may give the Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection Section 2.1B; PROVIDED provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Borrowing to the Administrative Agent on or before the applicable Funding Date. Any Loans made on Neither the Closing Date and on the Merger Date (if the Merger Date occurs on or prior to three Business Days after the Closing Date) may be Eurodollar Loans regardless of whether this Agreement has been executed at least three Business Days prior to such date and so long as Company has delivered a Notice of Borrowing with respect thereto on or prior to three Business Days prior to such date and has also delivered an indemnity agreement covering broken funding losses in form and substance reasonably satisfactory to Agents. Neither Administrative Agent nor any Lender shall incur any liability to Company any Borrower in acting upon any telephonic notice referred to above that the Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to borrow on behalf of Company the Borrowers or for otherwise acting in good faith under this subsection Section 2.1B, and upon funding of Loans by the Lenders in accordance with this Agreement pursuant to any such telephonic notice Company notice, the Borrowers shall have borrowed effected Loans hereunder. Company The Administrative Agent shall be entitled to rely upon, and shall be fully protected in relying upon, any Notice of Borrowing, Notice of Conversion/Continuation or similar notice believed by the Administrative Agent to be genuine. The Administrative Agent may assume that each Person executing and delivering such a notice was duly authorized, unless the responsible individual acting thereon for the Administrative Agent has actual knowledge to the contrary. The Borrowers shall notify the Administrative Agent prior to the funding of any Revolving Loans in the event that any of the matters to which Company is the Borrowers are required to certify in the applicable Notice of Borrowing as being true and correct on any applicable Funding Date is not are no longer true and correct as of the applicable Funding Date, and the acceptance by Company the Borrowers of the proceeds of any Revolving Loans shall constitute a re-certification by Companythe Borrowers, as of the applicable Funding Date, as to the matters to which Company is the Borrowers are required to certify in the applicable Notice of Borrowing as being true and correct on such Funding DateBorrowing. Except as otherwise provided in subsections Sections 2.6B, 2.6C 2.6C, 2.6D and 2.6G, a Notice of Borrowing for a Eurodollar Rate any Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company Borrowers shall be bound to make a borrowing in accordance therewith or to pay the amounts payable pursuant to Section 2.6D as a result of the failure to make such borrowingtherewith.

Borrowing Mechanics. Tranche A Term Loans, Tranche B Term Loans or Revolving Loans made on any Funding Date (other than Working Capital Revolving Loans deemed made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(iv) for the purpose of repaying any Refunded Swing Line Loans or Working Capital Revolving Loans made pursuant to subsection 3.3B for the purpose of reimbursing any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it ("LC REFUNDING LOANS")it) shall be in an aggregate minimum amount of $1,000,000 500,000 and multiples of $100,000 in excess of that amount. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $250,000 and multiples of $10,000 50,000 in excess of that amount. Whenever Company desires that Lenders make Loans (other than Swing Line Term Loans or LC Refunding Loans) Revolving Loans it shall deliver to Administrative Agent a Notice of Borrowing no later than 12:00 Noon 10:00 A.M. (Chicago San Francisco time) at least three Eurodollar Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan, other than Eurodollar Loans to be made on the Closing Date or the Merger Date, if the Merger Date occurs on or prior to three Business Days after the Closing Date) or 12:00 Noon (Chicago time) on at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a Notice of Borrowing no later than 12:00 Noon 10:00 A.M. (Chicago San Francisco time) on the proposed Funding Date. The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount and type of Loans requested, (iii) in the case of Swing Line LoansLoans and any Loans made on the Closing Date, that such Loans shall be Base Rate Loans, (iv) in the case of any other LoansRevolving Loans not made on the Closing Date, whether such Loans shall be Base Rate Loans or Eurodollar Rate Loans, and (v) in the case of any Loans requested to be made as Eurodollar Rate Loans, the initial Interest Period requested therefor. Term Loans and Working Capital Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering the above-described Notice of Borrowing, Company may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; PROVIDED provided that such notice shall be -------- promptly confirmed in writing by delivery of a Notice of Borrowing to Administrative Agent on or before the applicable Funding Date. Any Loans made on the Closing Date and on the Merger Date (if the Merger Date occurs on or prior to three Business Days after the Closing Date) may be Eurodollar Loans regardless of whether this Agreement has been executed at least three Business Days prior to such date and so long as Company has delivered a Notice of Borrowing with respect thereto on or prior to three Business Days prior to such date and has also delivered an indemnity agreement covering broken funding losses in form and substance reasonably satisfactory to Agents. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative 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 2.1BCompany, and upon funding of Loans by Lenders in accordance with this Agreement pursuant to any such telephonic notice Company shall have borrowed effected Loans hereunder. Company shall notify Administrative Agent prior to the funding of any Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Borrowing as being true and correct on any applicable Funding Date is not no longer true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Loans shall constitute a re-certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Borrowing as being true and correct on such Funding DateBorrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing in accordance therewith or to pay the amounts payable pursuant to Section 2.6D as a result of the failure to make such borrowingtherewith.

Borrowing Mechanics. Loans made on any Funding Date (other than Working Capital Swing Line Loans, Revolving Loans deemed made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(iv2.1A(iii) for the purpose of repaying any Refunded Swing Line Loans or Working Capital Revolving Loans made pursuant to subsection 3.3B for the purpose of reimbursing any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it ("LC REFUNDING LOANS")3.3B) shall be in an aggregate minimum amount of $1,000,000 500,000 and multiples of $100,000 in excess of that amount; provided that Loans made as Eurocurrency Rate Loans with a particular Interest Period shall be in an aggregate minimum amount of $5,000,000 and multiples of $1,000,000 in excess of that amount. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $250,000 500,000 and multiples of $10,000 100,000 in excess of that amount. Whenever Company a Borrower desires that Lenders make Loans (other than Swing Line Loans or LC Refunding Revolving Loans) it , the applicable Borrower shall deliver to Administrative Agent a duly executed Notice of Borrowing no later than 12:00 Noon (Chicago New York City time) at least (i) three (3) Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Eurocurrency Rate LoanLoan denominated in Dollars), other than Eurodollar Loans to be made on the Closing Date or the Merger Date, if the Merger Date occurs on or prior to three (ii) four (4) Business Days after (or five (5) Business Days in the Closing Datecase of a Special Notice Currency) or 12:00 Noon in advance of the proposed Funding Date in the case of a Eurocurrency Rate Loan denominated in an Alternative Currency, and (Chicago timeiii) on the proposed Funding Date (in the case of a Base Rate Loan) or, in the case of clauses (i), (ii) and (iii), such shorter period as approved by the Administrative Agent. Whenever Company desires that Swing Line Lender make a Swing Line Loan, it Company shall deliver to Administrative Agent a duly executed Notice of Borrowing no later than 12:00 Noon 1:00 P.M. (Chicago New York City time) on the proposed Funding Date. The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount and type of Loans requested, (iii) in the case of Swing Line Loans, that such Loans shall be Base Rate Loans, (iv) in the case of any other Loans, whether such Loans shall be Base Rate Loans or Eurodollar Rate Loans, and (v) in the case of any Loans requested to be made as Eurodollar Rate Loans, the initial Interest Period requested therefor. Term Loans and Working Capital Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Eurocurrency Rate Loans in the manner provided in subsection 2.2D. If a Borrower fails to specify in the Notice of Borrowing whether the requested Loan shall be a Base Rate Loan or Eurocurrency Rate Loan, then the applicable Loans shall be made as Base Rate Loans. In lieu of delivering the above-described a Notice of Borrowing, Company the applicable Borrower may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; PROVIDED provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Borrowing to Administrative Agent on or before the applicable Funding Date. Any Loans made on the Closing Date and on the Merger Date (if the Merger Date occurs on or prior to three Business Days after the Closing Date) may be Eurodollar Loans regardless of whether this Agreement has been executed at least three Business Days prior to such date and so long as Company has delivered a Notice of Borrowing with respect thereto on or prior to three Business Days prior to such date and has also delivered an indemnity agreement covering broken funding losses in form and substance reasonably satisfactory to Agents. Neither Administrative Agent nor any Lender shall incur any liability to Company the Borrowers in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer an Officer or other person authorized to borrow on behalf of Company or for otherwise acting in good faith under this subsection 2.1B2.1B or under subsection 2.2D, and upon funding of Loans by Lenders Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case in accordance with this Agreement Agreement, pursuant to any such telephonic notice Company shall have borrowed effected Loans hereunder. Company shall notify Administrative Agent prior to the funding of any Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Borrowing as being true and correct on any applicable Funding Date is not true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Loans shall constitute or a certification by Companyconversion or continuation, as of the applicable Funding Datecase may be, as to the matters to which Company is required to certify in the applicable Notice of Borrowing as being true and correct on such Funding Datehereunder. Except as otherwise provided in subsections 2.6B, 2.6C 2.6C, 2.6D and 2.6G, a Notice of Borrowing for, or a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Eurocurrency Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewith or to pay therewith. During the amounts payable pursuant to Section 2.6D existence of an Event of Default, no Loan may be requested as a result Eurocurrency Rate Loan (whether in Dollars or any Alternative Currency) without the consent of the failure to make such borrowingRequired Lenders. For the avoidance of doubt, Co-Borrower shall not have any liability for any obligations of Company under the Loan Documents.

Borrowing Mechanics. With respect to the Loans to be made on any Funding Date (other than Working Capital Loans deemed made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(iv) for the purpose of repaying any Refunded Swing Line Loans or Working Capital Loans made pursuant to subsection 3.3B for the purpose of reimbursing any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it ("LC REFUNDING LOANS")) shall be in an aggregate minimum amount of $1,000,000 and multiples of $100,000 in excess of that amount. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $250,000 and multiples of $10,000 in excess of that amount. Whenever Date, Company desires that Lenders make Loans (other than Swing Line Loans or LC Refunding Loans) it shall deliver to Administrative Agent a Notice of Borrowing no later than 12:00 Noon 1:00 P.M. (Chicago New York time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan, other than Eurodollar Loans to be made on the Closing Date or the Merger Date, if the Merger Date occurs on or prior to three Business Days after the Closing Date) or 12:00 Noon (Chicago time) on at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a Notice of Borrowing no later than 12:00 Noon (Chicago time) on the proposed Funding Date. The Notice of Borrowing and shall specify (i) the proposed Funding Date (which shall be a Business Day)Date, (ii) the amount and type of Loans requested, (iii) in the case of Swing Line Loans, that whether such Loans shall be Eurodollar Rate Loans or Base Rate Loans, and (iv) in the case of any other Loans, whether such the Loans shall be Base Rate Loans or Eurodollar Rate Loans, and (v) in the case of any Loans are requested to be made as Eurodollar Rate Loans, the initial Interest Period requested therefor. Term Loans and Working Capital The Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering the above-described Notice of Borrowing, Company may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; PROVIDED that such notice shall be promptly confirmed in writing by delivery of a Notice of Borrowing to Administrative Agent on or before the applicable Funding Closing Date. Any Loans made on the Closing Date and on the Merger Date (if the Merger Date occurs on or prior to three Business Days after the Closing Date) may be Eurodollar Loans regardless of whether this Agreement has been executed at least three Business Days prior to such date and so long as Company has delivered a Notice of Borrowing with respect thereto on or prior to three Business Days prior to such date and has also delivered an indemnity agreement covering broken funding losses in form and substance reasonably satisfactory to Agents. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative 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 2.1B, and upon funding of Loans by Lenders in accordance with this Agreement pursuant to any such telephonic notice Company shall have borrowed effected Loans hereunder. Company shall notify Administrative Agent prior to the funding of any Loans the Loan in the event that any of the matters to which Company is required to certify in the applicable Notice of Borrowing as being true and correct on any applicable Funding Date is not no longer true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Loans the Loan shall constitute a re-certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Borrowing as being true and correct on such Funding DateBorrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing in accordance therewith or to pay the amounts payable pursuant to Section 2.6D as a result of the failure to make such borrowingtherewith.

Borrowing Mechanics. (i) With respect to the Loans to be made on any Funding Date (other than Working Capital Loans deemed made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(iv) for the purpose of repaying any Refunded Swing Line Loans or Working Capital Loans made pursuant to subsection 3.3B for the purpose of reimbursing any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it ("LC REFUNDING LOANS")) shall be in an aggregate minimum amount of $1,000,000 and multiples of $100,000 in excess of that amount. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $250,000 and multiples of $10,000 in excess of that amount. Whenever Company desires that Lenders make Loans (other than Swing Line Loans or LC Refunding Loans) it Date, Borrower shall deliver to Administrative Agent a Notice of Borrowing no later than 12:00 Noon 11:00 a.m. (Chicago Dallas, Texas time) at least three (3) Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan, other than Eurodollar Loans to be made on the Closing Date or the Merger Date, if the Merger Date occurs on or prior to three Business Days after the Closing Date) or 12:00 Noon at least one (Chicago time1) on Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line Loan, it ) and shall deliver to Administrative Agent a Notice of Borrowing no later than 12:00 Noon specify (Chicago timeA) on the proposed Funding Date. The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (iiB) the amount and type of the Loans requested, (iiiC) whether such Loans shall be Eurodollar Rate Loans or Base Rate Loans, and (D) in the case of Swing Line Loans, that such Loans shall be Base Rate Loans, (iv) in the case of any other Loans, whether such Loans shall be Base Rate Loans or Eurodollar Rate Loans, and (v) in the case of any Loans requested to be made as Eurodollar Rate Loans, the initial Interest Period requested therefortherefore. Term Loans and Working Capital Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering the above-above described Notice of Borrowing, Company Borrower may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1BSECTION 2.1(b); PROVIDED that THAT such notice shall be promptly confirmed in writing by delivery of a Notice of Borrowing to Administrative Agent on or before the applicable Funding Date. Any Loans made on the Closing Date and on the Merger Date . (if the Merger Date occurs on or prior to three Business Days after the Closing Dateii) may be Eurodollar Loans regardless of whether this Agreement has been executed at least three Business Days prior to such date and so long as Company has delivered a Notice of Borrowing with respect thereto on or prior to three Business Days prior to such date and has also delivered an indemnity agreement covering broken funding losses in form and substance reasonably satisfactory to Agents. Neither Administrative Agent nor any Lender shall incur any liability to Company Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person Person authorized to borrow on behalf of Company Borrower or for otherwise acting in good faith under this subsection 2.1BSECTION 2.1(b), and upon the funding of the Loans by Lenders in accordance with this Agreement pursuant to any such telephonic notice Company notice, Borrower shall have borrowed effected Loans hereunder. Company . (iii) Borrower shall notify Administrative Agent prior to the funding of any Loans Loan in the event that any of the matters to which Company Borrower is required to certify in the applicable Notice of Borrowing as being is no longer true and correct on any applicable Funding Date is not true and correct in all material respects as of the applicable Funding Date, and the acceptance by Company Borrower of the proceeds of any Loans each Loan shall constitute a re-certification by CompanyBorrower, as of the applicable Funding Date, as to the matters to which Company Borrower is required to certify in the applicable Notice of Borrowing as being true and correct on such Funding Date. Borrowing. (iv) Except as otherwise provided in subsections 2.6BSECTIONS 2.6(b), 2.6C 2.6(c), and 2.6G2.6(g), a Notice of Borrowing for a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company Borrower shall be bound to make a borrowing in accordance therewith or to pay the amounts payable pursuant to Section 2.6D as a result of the failure to make such borrowingtherewith.

Borrowing Mechanics. Loans (a) Except as provided in Section 2.4(b), Borrowings shall be made on notice from the Borrower to the Administrative Agent, given not later than 10:00 A.M. (New York City time) on the date on which the proposed Borrowing consisting of Base Rate Loans is requested to be made and on the third Business Day prior to the date on which any Funding Date proposed Borrowing consisting of Eurodollar Rate Loans is requested to be made. (other than Working Capital i) Each Notice of Borrowing shall be given by either telephone, telecopy, telex, or cable, and, if by telephone, confirmed in writing, substantially in the form of Exhibit B-1 (each a "Notice of Borrowing"). Each Notice of Borrowing shall be irrevocable by and binding on the Borrower. (ii) In a Notice of Borrowing, the Borrower may request one or more Borrowings on a single day. Each such Borrowing shall, unless otherwise specifically provided herein, consist entirely of Loans deemed made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(iv) for of the purpose of repaying any Refunded Swing Line Loans or Working Capital Loans made pursuant to subsection 3.3B for the purpose of reimbursing any Issuing Lender for the same Type. The aggregate principal amount of a drawing under a Letter each Borrowing of Credit issued by it A Term Loans and B Term Loans shall not be less than ("LC REFUNDING LOANS")x) if maintained as Eurodollar Rate Loans, $5,000,000 and (y) if maintained as Base Rate Loans, $1,000,000. The aggregate principal amount of each Borrowing of Revolving Loans shall not be less than $1,000,000 if maintained as Eurodollar Rate Loans. Mandatory Borrowings shall be in the amounts required by Section 2.3(c). Unless otherwise requested in the applicable Notice of Borrowing, all Loans shall be Base Rate Loans. The right of the Borrower to choose Eurodollar Rate Loans is subject to the provisions of Section 4.3(c). (iii) Unless the Administrative Agent has determined that the Syndication Date has occurred, (x) no more than three Borrowings of A Term Loans to be maintained as Eurodollar Rate Loans may be incurred prior to the 90th day after the Restatement Effective Date or, if later, the last day of the Interest Period applicable to the third Borrowing of Eurodollar Rate Loans referred to in the succeeding parenthetical (each of which Borrowings of Eurodollar Rate Loans may only have an aggregate minimum amount Interest Period of $1,000,000 one month, and multiples the first of $100,000 in excess of that amount. Swing Line Loans which Borrowings may only be made on any Funding Date shall be in an aggregate minimum amount of $250,000 and multiples of $10,000 in excess of that amount. Whenever Company desires that Lenders make Loans (other than Swing Line Loans a single date, on or LC Refunding Loans) it shall deliver to Administrative Agent a Notice of Borrowing no later than 12:00 Noon (Chicago time) at least three within 5 Business Days in advance after the Restatement Effective Date, the second of the proposed Funding Date (in the case of a Eurodollar Rate Loan, other than Eurodollar Loans to which Borrowings may only be made on the Closing Date or last day of the Merger Interest Period of the first such Borrowing and the third of which Borrowings may only be made on the last day of the Interest Period of the second such Borrowing), (y) B Term Loans may be incurred and maintained as Eurodollar Rate Loans prior to the 90th day after the Restatement Effective Date, if but only with one month Interest Periods that begin and end on the Merger Date occurs on or same days as the beginning and end of Interest Periods applicable to A Term Loans maintained as Eurodollar Rate Loans in accordance with the requirements of preceding clause (x) and (z) Revolving Loans may be incurred and maintained as Eurodollar Rate Loans prior to three Business Days the 90th day after the Closing Restatement Effective Date, but only with one month Interest Periods that begin and end on the same days as the beginning and end of Interest Periods applicable to A Term Loans maintained as Eurodollar Rate Loans in accordance with the requirements of preceding clause (x). (i) or 12:00 Noon Whenever the Borrower desires to make a Borrowing of Swingline Loans hereunder, it shall give the Swingline Bank not later than 1:00 p.m. (Chicago New York time) on the proposed Funding Date date that a Swingline Loan is to be made, written notice (or telephonic notice confirmed in writing) of each Swingline Loan to be made hereunder. Each such notice shall be irrevocable and specify in each case (A) the case of a Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a Notice date of Borrowing no later than 12:00 Noon (Chicago time) on the proposed Funding Date. The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), ) and (B) the aggregate principal amount of Swingline Loans to be made pursuant to such Borrowing. (ii) the amount and type of Loans requested, (iii) in the case of Swing Line Loans, that such Loans Mandatory Borrowings shall be Base Rate Loansmade upon the notice specified in Section 2.3(c), (iv) in with the case Borrower irrevocably agreeing, by its incurrence of any other LoansSwingline Loan, whether such Loans shall be Base Rate Loans or Eurodollar Rate Loans, and to the making of the Mandatory Borrowings as set forth in Section 2.3(c). (vc) Without in any way limiting the case obligation of the Borrower to confirm in writing any telephonic notice of any Loans requested to be made as Eurodollar Rate Borrowing of Loans, the initial Interest Period requested therefor. Term Loans and Working Capital Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering the above-described Notice of Borrowing, Company may give Administrative Agent or the Swingline Bank, as the case may be, may act without liability upon the basis of telephonic notice of such Borrowing believed by the required time of any proposed borrowing under this subsection 2.1B; PROVIDED that such notice shall be promptly confirmed in writing by delivery of a Notice of Borrowing to Administrative Agent on or before the applicable Funding Date. Any Loans made on Swingline Bank, as the Closing Date and on the Merger Date (if the Merger Date occurs on or prior to three Business Days after the Closing Date) case may be Eurodollar Loans regardless of whether this Agreement has been executed at least three Business Days prior to such date and so long as Company has delivered a Notice of Borrowing with respect thereto on or prior to three Business Days prior to such date and has also delivered an indemnity agreement covering broken funding losses in form and substance reasonably satisfactory to Agents. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes be, in good faith to have been given by a duly authorized officer or other person authorized be from an Authorized Officer of the Borrower prior to borrow on behalf receipt of Company or for otherwise acting in good faith under this subsection 2.1Bwritten confirmation. In each such case, the Borrower hereby waives the right to dispute the Administrative Agent's and upon funding the Swingline Bank's record of Loans by Lenders in accordance with this Agreement pursuant to any the terms of such telephonic notice Company shall have borrowed Loans hereunder. Company shall notify Administrative Agent prior to the funding of any Loans in the event that any such Borrowing of the matters to which Company is required to certify in the applicable Notice of Borrowing as being true and correct on any applicable Funding Date is not true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Loans shall constitute a certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Borrowing as being true and correct on such Funding Date. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing in accordance therewith or to pay the amounts payable pursuant to Section 2.6D as a result of the failure to make such borrowingLoans.

Borrowing Mechanics. Revolving Loans made on any Funding Date (other than Working Capital Loans deemed made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(iv) for the purpose of repaying any Refunded Swing Line Loans or Working Capital Revolving Loans made pursuant to subsection 3.3B for the purpose of reimbursing any Issuing Lender for the 2.1A(ii) or 3.3B) shall be in an aggregate minimum amount of $250,000 and multiples of $250,000 in excess of that amount; provided that Revolving Loans made on any Funding Date as Eurodollar Rate Loans with a drawing under a Letter of Credit issued by it ("LC REFUNDING LOANS")) particular Interest Period shall be in an aggregate minimum amount of $1,000,000 and multiples of $100,000 500,000 in excess of that amount. There shall be no aggregate minimum or multiple amount for Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $250,000 and multiples of $10,000 in excess of that amountDate. Whenever Company any Borrower desires that Revolving Lenders make Revolving Loans (other than Swing Line Loans or LC Refunding Loans) it shall deliver to Administrative Agent a Notice of Borrowing no later than 12:00 Noon (Chicago New York City time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan, other than Eurodollar Loans to be made on the Closing Date or the Merger Date, if the Merger Date occurs on or prior to three Business Days after the Closing Date) or 12:00 Noon (Chicago time) on the proposed Funding Date (in the case of a Base Rate Loan). Whenever Company any Borrower desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a Notice of Borrowing signed by an officer of such Borrower and the chief financial officer of Company no later than 12:00 Noon (Chicago New York City time) on the proposed Funding Date. The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount and type of Loans requested, (iii) in the case of Swing Line Loans, that such Loans shall be Base Rate Loans, (iv) in the case of any other Loans, whether such Loans shall be Base Rate Loans or Eurodollar Rate Loans, and (v) in the case of any Loans requested to be made as Eurodollar Rate Loans, the initial Interest Period requested therefor. Term Loans and Working Capital Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering the above-described a Notice of Borrowing, Company any Borrower may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; PROVIDED provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Borrowing to Administrative Agent on or before the applicable Funding Date. Any Loans made on the Closing Date and on the Merger Date (if the Merger Date occurs on or prior to three Business Days after the Closing Date) may be Eurodollar Loans regardless of whether this Agreement has been executed at least three Business Days prior to such date and so long as Company has delivered a Notice of Borrowing with respect thereto on or prior to three Business Days prior to such date and has also delivered an indemnity agreement covering broken funding losses in form and substance reasonably satisfactory to Agents. Neither Administrative Agent nor any Lender shall incur any liability to Company any Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer an Officer or other person authorized to borrow on behalf of Company any Borrower or for otherwise acting in good faith under this subsection 2.1B2.1B or under subsection 2.2D, and upon funding of Loans by Lenders Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case in accordance with this Agreement Agreement, pursuant to any such telephonic notice Company of any Borrower shall have borrowed effected Loans hereunder. Company shall notify Administrative Agent prior to the funding of any Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Borrowing as being true and correct on any applicable Funding Date is not true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Loans shall constitute or a certification by Companyconversion or continuation, as of the applicable Funding Datecase may be, as to the matters to which Company is required to certify in the applicable Notice of Borrowing as being true and correct on such Funding Date. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing in accordance therewith or to pay the amounts payable pursuant to Section 2.6D as a result of the failure to make such borrowinghereunder.

Borrowing Mechanics. Loans made on any Funding Date (other than Working Capital Swing Line Loans, Revolving Loans deemed made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(iv2.1A(iii) for the purpose of repaying any Refunded Swing Line Loans or Working Capital Revolving Loans made pursuant to subsection 3.3B for the purpose of reimbursing any Issuing Lender for the 3.3B) shall be in an aggregate minimum amount of $100,000 and multiples of $100,000 in excess of that amount; PROVIDED that Loans, made as LIBOR Loans with a drawing under a Letter of Credit issued by it ("LC REFUNDING LOANS")) particular Interest Period shall be in an aggregate minimum amount of $1,000,000 and multiples of $100,000 in excess of that amount. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $250,000 100,000 and multiples of $10,000 100,000 in excess of that amount. Whenever Company desires that Lenders make Loans (other than Swing Line Term Loans or LC Refunding Loans) Revolving Loans it shall deliver to Administrative Agent a duly executed Notice of Borrowing no later than 12:00 Noon (Chicago New York City time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate LIBOR Loan, other than Eurodollar Loans to be made on the Closing Date or the Merger Date, if the Merger Date occurs on or prior to three Business Days after the Closing Date) or 12:00 Noon (Chicago time) on at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a duly executed Notice of Borrowing no later than 12:00 Noon (Chicago New York City time) on the proposed Funding Date. The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount and type of Loans requested, (iii) in the case of Swing Line Loans, that such Loans shall be Base Rate Loans, (iv) in the case of any other Loans, whether such Loans shall be Base Rate Loans or Eurodollar Rate Loans, and (v) in the case of any Loans requested to be made as Eurodollar Rate Loans, the initial Interest Period requested therefor. Term Loans and Working Capital Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate LIBOR Loans in the manner provided in subsection 2.2D. In lieu of delivering the above-described a Notice of Borrowing, Company may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; PROVIDED that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Borrowing to Administrative Agent on or before the applicable Funding Date. Any Loans made on the Closing Date and on the Merger Date (if the Merger Date occurs on or prior to three Business Days after the Closing Date) may be Eurodollar Loans regardless of whether this Agreement has been executed at least three Business Days prior to such date and so long as Company has delivered a Notice of Borrowing with respect thereto on or prior to three Business Days prior to such date and has also delivered an indemnity agreement covering broken funding losses in form and substance reasonably satisfactory to Agents. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in 37 good faith to have been given by a duly authorized officer an Officer or other person authorized to borrow on behalf of Company or for otherwise acting in good faith under this subsection 2.1B2.1B or under subsection 2.2D, and upon funding of Loans by Lenders Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case in accordance with this Agreement Agreement, pursuant to any such telephonic notice Company shall have borrowed effected Loans or a conversion or continuation, as the case may be, hereunder. Company shall notify Administrative Agent prior to the funding of any Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Borrowing as being true and correct on any applicable Funding Date is not no longer true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Loans shall constitute a re-certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Borrowing as being true and correct on such Funding DateBorrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for or a Eurodollar Rate Notice of Conversion/Continuation for conversion to, or continuation of, a LIBOR Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewith or to pay therewith. Notwithstanding the amounts payable pursuant to Section 2.6D as foregoing provisions of this subsection 2.1B, no LIBOR Loans may be made and no Base Rate Loan may be converted into a result LIBOR Loan until the earlier of the failure seventh day after the Closing Date and the date specified by Administrative Agent to make such borrowingCompany on which the primary syndication of the Commitments and the Loans has been completed.

Borrowing Mechanics. Loans made on any Funding Date (other than Working Capital Swing Line Loans, Revolving Loans deemed made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(iv2.1A(iii) for the purpose of repaying any Refunded Swing Line Loans or Working Capital Revolving Loans made pursuant to subsection 3.3B for the purpose of reimbursing any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it ("LC REFUNDING LOANS")3.3B) shall be in an aggregate minimum amount of $1,000,000 500,000 and multiples of $100,000 in excess of that amount. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $250,000 500,000 and multiples of $10,000 100,000 in excess of that amount. Whenever Company desires that Lenders make Loans (other than Swing Line Term Loans or LC Refunding Loans) Revolving Loans it shall deliver to Administrative Agent a duly executed Notice of Borrowing no later than 12:00 Noon 10:00 A.M. (Chicago San Francisco time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan, other than Eurodollar Loans to be made on the Closing Date or the Merger Date, if the Merger Date occurs on or prior to three Business Days after the Closing Date) or 12:00 Noon (Chicago time) on at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a duly executed Notice of Borrowing no later than 12:00 Noon 10:00 A.M. (Chicago San Francisco time) on the proposed Funding Date. The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount and type of Loans requested, (iii) in the case of Swing Line Loans, that such Loans shall be Base Rate Loans, (iv) in the case of any other Loans, whether such Loans shall be Base Rate Loans or Eurodollar Rate Loans, and (v) in the case of any Loans requested to be made as Eurodollar Rate Loans, the initial Interest Period requested therefor. Term Loans and Working Capital Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering the above-described a Notice of Borrowing, Company may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; PROVIDED provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Borrowing to Administrative Agent on or before the applicable Funding Date. Any Loans made on the Closing Date and on the Merger Date (if the Merger Date occurs on or prior to three Business Days after the Closing Date) may be Eurodollar Loans regardless of whether this Agreement has been executed at least three Business Days prior to such date and so long as Company has delivered a Notice of Borrowing with respect thereto on or prior to three Business Days prior to such date and has also delivered an indemnity agreement covering broken funding losses in form and substance reasonably satisfactory to Agents. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer an Officer or other person authorized to borrow on behalf of Company or for otherwise acting in good faith under this subsection 2.1B2.1B or under subsection 2.2D, and upon funding of Loans by Lenders Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case in accordance with this Agreement Agreement, pursuant to any such telephonic notice Company shall have borrowed effected Loans or a conversion or continuation, as the case may be, hereunder. Company shall notify Administrative Agent prior to the funding of any Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Borrowing as being true and correct on any applicable Funding Date is not no longer true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Loans shall constitute a re-certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Borrowing as being true and correct on such Funding DateBorrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for, or a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewith or to pay therewith. Notwithstanding the amounts payable pursuant to Section 2.6D as foregoing provisions of this subsection 2.1B, no Eurodollar Rate Loans may be made and no Base Rate Loan may be converted into a result Eurodollar Rate Loan until the earlier of the failure tenth Business Day after the Closing Date and the date specified by Administrative Agent to make such borrowingCompany on which the primary syndication of the Loans has been completed.

Borrowing Mechanics. Term Loans and Revolving Loans made on any Funding Date (other than Working Capital Loans deemed made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(iv) for the purpose of repaying any Refunded Swing Line Loans or Working Capital Revolving Loans made pursuant to subsection 3.3B for the purpose of reimbursing any an Issuing Lender for the amount of a drawing under a Letter of Credit issued by it ("LC REFUNDING LOANS")it) shall be in an aggregate minimum amount of $1,000,000 500,000; PROVIDED that Term Loans or Revolving Loans made on any Funding Date as LIBOR Rate Loans with a particular Interest Period shall be in an aggregate minimum amount of $500,000 and integral multiples of $100,000 in excess of that amount. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $250,000 and multiples of $10,000 in excess of that amount. Whenever Company Borrower desires that Lenders make Loans (other than Swing Line Term Loans or LC Refunding Loans) Revolving Loans it shall deliver to Administrative Agent a Notice of Borrowing no later than 12:00 Noon 1:00 P.M. (Chicago New York time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar LIBOR Rate Loan, other than Eurodollar Loans to be made on the Closing Date or the Merger Date, if the Merger Date occurs on or prior to three Business Days after the Closing Date) or 12:00 Noon (Chicago time) on at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a Notice of Borrowing no later than 12:00 Noon (Chicago time) on the proposed Funding Date. The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount and type of Loans requested, (iii) in the case of Swing Line Loans, that such Loans shall be Base Rate Loans, (iv) in the case of any other Loans, whether such Loans shall be Base Rate Loans or Eurodollar LIBOR Rate Loans, and (viv) in the case of any Loans requested to be made as Eurodollar LIBOR Rate Loans, the initial Interest Period requested therefor. Term Loans and Working Capital Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar LIBOR Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering the above-described Notice of Borrowing, Company Borrower may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; PROVIDED that such notice shall be promptly confirmed in writing by delivery of a Notice of Borrowing to Administrative Agent on or before the applicable Funding Date. Any Loans made on ; PROVIDED FURTHER that failure to give such written notice shall not affect the Closing Date and on the Merger Date (if the Merger Date occurs on or prior to three Business Days after the Closing Date) may be Eurodollar Loans regardless validity of whether this Agreement has been executed at least three Business Days prior to such date and so long as Company has delivered a Notice of Borrowing with respect thereto on or prior to three Business Days prior to such date and has also delivered an indemnity agreement covering broken funding losses in form and substance reasonably satisfactory to Agentstelephonic notice. Neither Administrative Agent nor any Lender shall incur any liability to Company Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to borrow on behalf of Company Borrower or for otherwise acting in good faith under this subsection 2.1B, and upon funding of Loans by Lenders in accordance with this Agreement pursuant to any such telephonic notice Company Borrower shall have borrowed effected Loans hereunder. Company Borrower shall notify Administrative Agent prior to the funding of any Loans in the event that any of the matters to which Company Borrower is required to certify in the applicable Notice of Borrowing as being true and correct on any applicable Funding Date is not no longer true and correct as of the applicable Funding Date, and the acceptance by Company Borrower of the proceeds of any Loans shall constitute a re-certification by CompanyBorrower, as of the applicable Funding Date, as to the matters to which Company Borrower is required to certify in the applicable Notice of Borrowing as being true and correct on such Funding DateBorrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for a Eurodollar LIBOR Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company Borrower shall be bound to make a borrowing in accordance therewith or to pay the amounts payable pursuant to Section 2.6D as a result of the failure to make such borrowingtherewith.

Borrowing Mechanics. (1) Prime Rate Loans made on any Funding Date (other than Working Capital Loans deemed made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(iv) for the purpose of repaying any Refunded Swing Line Loans or Working Capital Loans made pursuant to subsection 3.3B for the purpose of reimbursing any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it ("LC REFUNDING LOANS")) ------------------- shall be in an aggregate minimum amount of Twenty-five Thousand Dollars ($1,000,000 25,000) and integral multiples of Twenty- five Thousand Dollars ($100,000 25,000) in excess of that such amount. Swing Line LIBOR Rate Loans made on any Funding Date shall be in an aggregate minimum amount of Five Hundred Thousand Dollars ($250,000 500,000) and integral multiples of One Hundred Thousand Dollars ($10,000 100,000) in excess of that such amount. Whenever Company . (2) When Borrower desires that Lenders make Loans to borrow under subsection 2.1 (other than Swing Line Loans A) or LC Refunding Loans(B) it Borrower shall deliver to Administrative Agent a Notice notice of Borrowing borrowing no later than 12:00 Noon noon (Chicago time) (i) on the proposed Funding Date in the case of a requested Prime Rate Loan and (ii) at least three two (2) Business Days in advance of the proposed Funding Date (in the case of a Eurodollar requested LIBOR Rate Loan, other than Eurodollar Loans to be made on the Closing Date or the Merger Date, if the Merger Date occurs on or prior to three Business Days after the Closing Date) or 12:00 Noon Loan (Chicago time) on the proposed Funding Date (in the case of a Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a "Notice of Borrowing no later than 12:00 Noon (Chicago time) on the proposed Funding DateBorrowing"). The Notice of Borrowing shall specify specify: (i1) the proposed Funding Date (which shall be a Business Day), ; (ii2) the amount and type of Loans requested, ; (iii3) in the case of Swing Line Loansa Revolving Loan, that such Loans shall be Base Rate Loans, the aggregate amount of the Revolving Loan will not exceed the Maximum Revolving Loan Amount; (iv4) in the case of any other Loans, whether such Loans shall be Base consist of Prime Rate Loans or Eurodollar LIBOR Rate Loans; (5) if such Loans, and (v) in the case of or any Loans requested portion thereof are to be made as Eurodollar LIBOR Rate Loans, the amounts thereof and the initial Interest Period requested Periods therefor; and (6) that no Default or Event of Default has occurred and is continuing or would result from the proposed advance. Term Loans Borrower may not borrow any LIBOR Rate Loan if any Default or Event of Default has occurred and Working Capital Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. is continuing. In lieu of delivering the above-described a Notice of Borrowing, Company Borrower may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1Bthe notice hereunder; PROVIDED provided that -------- such notice shall be promptly confirmed in writing by delivery of a written Notice of Borrowing to Administrative Agent on or before the applicable Funding Date. Any Loans made on the Closing Date and on the Merger Date (if the Merger Date occurs on or prior to three Business Days after the Closing Date) may be Eurodollar Loans regardless of whether this Agreement has been executed at least three Business Days prior to such date and so long as Company has delivered a Notice of Borrowing with respect thereto on or prior to three Business Days prior to such date and has also delivered an indemnity agreement covering broken funding losses in form and substance reasonably satisfactory to Agentsthat same day. Neither Administrative Agent nor any Lender shall incur any liability to Company in Borrower for acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to borrow on behalf of Company Borrower or for otherwise acting in good faith under this subsection 2.1B2.1(C). Neither Agent nor any Lender will make any advance pursuant to any telephonic notice unless Agent has also received the most recent financial statements required under subsection 5.1 by noon (Chicago time). The making of an advance pursuant to telephonic notice shall constitute a Loan under this Agreement. Each such advance made to Borrower under the Revolving Loan shall be deposited by wire transfer in immediately available funds in such account as Borrower may from time to time designate to Agent in writing. (3) Borrower shall give Agent at least three (3) Business Days prior written notice of its desire to borrow any CAPEX Advance, which notice shall be accompanied by a certificate of Borrower describing, in reasonable detail, the Permitted CAPEX Equipment to be purchased with the proceeds thereof. Each notice of borrowing hereunder shall specify the Funding Date (which shall be a Business Day), whether such CAPEX shall consist of a Prime Rate Loan or a LIBOR Rate Loan and upon funding the Interest Period, if any, applicable thereto. Each such CAPEX Advance to Borrower shall be deposited in immediately available funds in such account as Borrower may from time to time designate to Agent in writing. (4) Agent shall notify Lenders of Loans by Lenders requested hereunder in accordance with this Agreement pursuant to any such telephonic notice Company shall have borrowed Loans hereunder. Company shall notify Administrative Agent prior to the funding of any Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Borrowing as being true and correct on any applicable Funding Date is not true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Loans shall constitute a certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Borrowing as being true and correct on such Funding Date. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing in accordance therewith or to pay the amounts payable pursuant to Section 2.6D as a result of the failure to make such borrowingsubsection 9.6.

Borrowing Mechanics. (1) LIBOR Loans made on any Funding Date (other than Working Capital Loans deemed made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(iv) for the purpose of repaying any Refunded Swing Line Loans or Working Capital Loans made pursuant to subsection 3.3B for the purpose of reimbursing any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it ("LC REFUNDING LOANS")) ------------------- shall be in an aggregate minimum amount of $1,000,000 500,000 and integral multiples of $100,000 in excess of that such amount. Swing Line Loans made . (2) On any day Borrower desires an advance under this subsection 2.1, Borrower shall give Lender telephonic notice of the -------------- proposed borrowing by 11:00 a.m. (Central time) on any the Funding Date shall be in an aggregate minimum amount of $250,000 a Base Rate Loan and multiples of $10,000 in excess of that amount. Whenever Company desires that Lenders make Loans three (other than Swing Line Loans or LC Refunding Loans3) it shall deliver to Administrative Agent a Notice of Borrowing no later than 12:00 Noon (Chicago time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate LIBOR Loan, other than Eurodollar Loans to be made on the Closing Date or the Merger Date, if the Merger Date occurs on or prior to three Business Days after the Closing Date) or 12:00 Noon which notice (Chicago time) on the proposed Funding Date (in the case of a Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a "Notice of Borrowing no later than 12:00 Noon (Chicago timeBorrowing") on the proposed Funding Date. The Notice of Borrowing shall also specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount and type of Loans requested, (iii) in the case of Swing Line Loans, that such Loans shall be Base Rate Loans, (iv) in the case of any other Loans, whether such Loans shall be consist of Base Rate Loans or Eurodollar Rate LIBOR Loans, and (v) in for LIBOR Loans the case of any Loans requested to be made as Eurodollar Rate Loans, the initial Interest Period requested thereforapplicable thereto. Term Loans and Working Capital Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering the above-described Notice of Borrowing, Company may give Administrative Agent Any such telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; PROVIDED that such notice shall be promptly confirmed in writing by delivery of a Notice of Borrowing to Administrative Agent on or before the applicable Funding Date. Any Loans made on the Closing Date and on the Merger Date (if the Merger Date occurs on or prior to three Business Days after the Closing Date) may be Eurodollar Loans regardless of whether this Agreement has been executed at least three Business Days prior to such date and so long as Company has delivered a Notice of Borrowing with respect thereto on or prior to three Business Days prior to such date and has also delivered an indemnity agreement covering broken funding losses in form and substance reasonably satisfactory to Agentssame day. Neither Administrative Agent nor any Lender shall not incur any liability to Company in Borrower for acting upon any telephonic notice referred to above that Administrative Agent Lender believes in good faith to have been given by a duly authorized officer or other person authorized to borrow on behalf of Company Borrower or for otherwise acting in good faith under this subsection 2.1B, and upon funding of Loans by Lenders in accordance with this Agreement 2.1(D). Lender will not ----------------- make any advance pursuant to any such telephonic notice Company unless Lender has also received the most recent Borrowing Base Certificate and all other documents required under subsection 5.1 by 11:00 a.m. (Chicago time). Each Revolving -------------- Advance shall have borrowed Loans hereunderbe deposited by wire transfer in immediately available funds in such account as Borrower may from time to time designate to Lender in writing. Company The becoming due of any amount required to be paid under this Agreement or any of the other Loan Documents as principal, accrued interest and fees shall notify Administrative Agent be deemed irrevocably to be a request by Borrower for a Revolving Advance on the due date of, and in the amount required to pay, such principal, accrued interest and fees, and the proceeds of each such Revolving Loan if made by Lender shall be disbursed by Lender by way of direct payment of the relevant obligation. (3) When Borrower desires a CAPEX Advance pursuant to subsection 2.1(B), Borrower ----------------- shall give Lender written notice of the proposed borrowing no less than three (3) days prior to the funding of any Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Borrowing as being true and correct on any applicable requested Funding Date is not true and correct as of the applicable Funding Datethereof. Prior to making any CAPEX Advance, and the acceptance by Company of the proceeds of any Loans Lender shall constitute have received a certification by Companyan officer of Borrower that (a) Permitted CAPEX Expenditures have been incurred in conjunction with the opening of a new retail store or stores of Borrower (as identified in such certification) and (b) they have not been incurred for any improper purpose or in violation of this Agreement or any Loan Documents, and such other documentation as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Borrowing as being true and correct on such Funding DateLender shall reasonably request. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for a Eurodollar Rate Loan (or telephonic notice in lieu thereof) Each CAPEX Advance shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound deposited in immediately available funds in such account as Borrower may from time to make a borrowing time designate to Lender in accordance therewith or to pay the amounts payable pursuant to Section 2.6D as a result of the failure to make such borrowingwriting.

Borrowing Mechanics. Loans made on any Funding Date (other than Working Capital Swing Line Loans, Revolving Loans deemed made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(iv2.1A(iii) for the purpose of repaying any Refunded Swing Line Loans or Working Capital Revolving Loans made pursuant to subsection 3.3B for the purpose of reimbursing any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it ("LC REFUNDING LOANS")3.3B) shall be in an aggregate minimum amount of $1,000,000 500,000 and multiples of $100,000 in excess of that amount; provided that Loans made as Eurocurrency Rate Loans with a particular Interest Period shall be in an aggregate minimum amount of $5,000,000 and multiples of $1,000,000 in excess of that amount. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $250,000 500,000 and multiples of $10,000 100,000 in excess of that amount. Whenever Company a Borrower desires that Lenders make Loans (other than Swing Line Loans or LC Refunding Revolving Loans) it , the applicable Borrower shall deliver to Administrative Agent a duly executed Notice of Borrowing no later than 12:00 Noon (Chicago New York City time) at least (i) three (3) Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Eurocurrency Rate LoanLoan denominated in Dollars), other than Eurodollar Loans to be made on the Closing Date or the Merger Date, if the Merger Date occurs on or prior to three (ii) four (4) Business Days after (or five (5) Business Days in the Closing Datecase of a Special Notice Currency) or 12:00 Noon in advance of the proposed Funding Date in the case of a Eurocurrency Rate Loan denominated in an Alternative Currency, and (Chicago timeiii) on the proposed Funding Date (in the case of a Base Rate Loan) or, in the case of clauses (i), (ii) and (iii), such shorter period as approved by the Administrative Agent. Whenever Company desires that Swing Line Lender make a Swing Line Loan, it Company shall deliver to Administrative Agent a duly executed Notice of Borrowing no later than 12:00 Noon 1:00 P.M. (Chicago New York City time) on the proposed Funding Date. The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount and type of Loans requested, (iii) in the case of Swing Line Loans, that such Loans shall be Base Rate Loans, (iv) in the case of any other Loans, whether such Loans shall be Base Rate Loans or Eurodollar Rate Loans, and (v) in the case of any Loans requested to be made as Eurodollar Rate Loans, the initial Interest Period requested therefor. Term Loans and Working Capital Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Eurocurrency Rate Loans in the manner provided in subsection 2.2D. If a Borrower fails to specify in the Notice of Borrowing whether the requested Loan shall be a Base Rate Loan or Eurocurrency Rate Loan, then the applicable Loans shall be made as Base Rate Loans. In lieu of delivering the above-described a Notice of Borrowing, Company the applicable Borrower may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; PROVIDED provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Borrowing to Administrative Agent on or before the applicable Funding Date. Any Loans made on the Closing Date and on the Merger Date (if the Merger Date occurs on or prior to three Business Days after the Closing Date) may be Eurodollar Loans regardless of whether this Agreement has been executed at least three Business Days prior to such date and so long as Company has delivered a Notice of Borrowing with respect thereto on or prior to three Business Days prior to such date and has also delivered an indemnity agreement covering broken funding losses in form and substance reasonably satisfactory to Agents. Neither Administrative Agent nor any Lender shall incur any liability to Company the Borrowers in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer an Officer or other person authorized to borrow on behalf of Company or for otherwise acting in good faith under this subsection 2.1B2.1B or under subsection 2.2D, and upon funding of Loans by Lenders Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case in accordance with this Agreement Agreement, pursuant to any such telephonic notice Company shall have borrowed effected Loans hereunder. Company shall notify Administrative Agent prior to the funding of any Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Borrowing as being true and correct on any applicable Funding Date is not true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Loans shall constitute or a certification by Companyconversion or continuation, as of the applicable Funding Datecase may be, as to the matters to which Company is required to certify in the applicable Notice of Borrowing as being true and correct on such Funding Datehereunder. Except as otherwise provided in subsections 2.6B, 2.6C 2.6C, 2.6D and 2.6G, a Notice of Borrowing for, or a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Eurocurrency Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewith or to pay therewith. During the amounts payable pursuant to Section 2.6D existence of an Event of Default, no Loan may be requested as a result Eurocurrency Rate Loan (whether in Dollars or any Alternative Currency) without the consent of the failure to make such borrowingRequisite Lenders. For the avoidance of doubt, no Foreign Co-Borrower or Foreign Subsidiary Guarantor shall have any liability for any obligations of Company or any Domestic Subsidiary under the Loan Documents. For the avoidance of doubt, all Loans shall be deposited into a domestic bank account.

Borrowing Mechanics. Tranche A Term Loans or Tranche B Term Loans or Revolving Loans made on any Funding Date (other than Working Capital Revolving Loans deemed made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(iv) for the purpose of repaying any Refunded Swing Line Loans or Working Capital Revolving Loans made pursuant to subsection 3.3B for the purpose of reimbursing any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it ("LC REFUNDING LOANS")it) shall be in an aggregate minimum amount of $1,000,000 in the case of Base Rate Loans or $5,000,000 in the case of Eurodollar Rate Loans and integral multiples of $100,000 1,000,000 in excess of that amount. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $250,000 1,000,000 and integral multiples of $10,000 1,000,000 in excess of that amount. Whenever Company desires that Lenders make Loans (other than Swing Line Term Loans or LC Refunding Loans) Revolving Loans it shall deliver to Administrative Agent a Notice of Borrowing no later than 12:00 Noon 10:00 A.M. (Chicago time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan, other than Eurodollar Loans to be made on the Closing Date or the Merger Date, if the Merger Date occurs on or prior to three Business Days after the Closing Date) or 12:00 Noon (Chicago time) on at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a Notice of Borrowing no later than 12:00 Noon (Chicago time) on the proposed Funding Date. The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount and type of Loans requested, (iii) in the case of Swing Line Loans, that such Loans shall be Base Rate Loans, (iv) in the case of any other LoansRevolving Loans not made on the Closing Date, whether such Loans shall be Base Rate Loans or Eurodollar Rate Loans, and (v) in the case of any Loans requested to be made as Eurodollar Rate Loans, the initial Interest Period requested therefor. Term Loans and Working Capital Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering the above-described Notice of Borrowing, Company may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; PROVIDED provided -------- that such notice shall be promptly confirmed in writing by delivery of a Notice of Borrowing to Administrative Agent on or before the applicable Funding Date. Any Loans made on the Closing Date and on the Merger Date (if the Merger Date occurs on or prior to three Business Days after the Closing Date) may be Eurodollar Loans regardless of whether this Agreement has been executed at least three Business Days prior to such date and so long as Company has delivered a Notice of Borrowing with respect thereto on or prior to three Business Days prior to such date and has also delivered an indemnity agreement covering broken funding losses in form and substance reasonably satisfactory to Agents. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative 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 2.1B, and upon funding of Loans by Lenders in accordance with this Agreement pursuant to any such telephonic notice Company shall have borrowed effected Loans hereunder. Company shall notify Administrative Agent prior to the funding of any Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Borrowing as being true and correct on any applicable Funding Date is not no longer true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Loans shall constitute a re-certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Borrowing as being true and correct on such Funding DateBorrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing in accordance therewith or to unless Company shall pay compensation, if any, for the amounts payable pursuant to Section 2.6D non- commencement of an Interest Period on the proposed Funding Date as a result of the failure to make such borrowing.provided in subsection 2.6D.

Borrowing Mechanics. Loans made on any Funding Date as Base Rate Loans (other than Working Capital Revolving Loans deemed made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(iv2.1A(iii) for the purpose of repaying any Refunded Swing Line Loans or Working Capital Revolving Loans made pursuant to subsection 3.3B for the purpose of reimbursing any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it ("LC REFUNDING LOANS")it) shall be in an aggregate minimum amount of $1,000,000 1 million and multiples of $100,000 50,000 in excess of that amount; provided that Loans made on any Funding Date as LIBO Rate Loans with a particular Interest Period shall be in an aggregate minimum amount of $3 million and multiples of $500,000 in excess of that amount. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $250,000 200,000 and multiples of $10,000 50,000 in excess of that amount. Whenever Company desires that Lenders make Loans (other than Swing Line Loans or LC Refunding Loans) it shall deliver to Administrative Agent a Notice of Borrowing no later than 12:00 Noon (Chicago New York City time) at least three Business Days in advance of the proposed Funding Date (in 40 EXECUTION the case of a Eurodollar LIBO Rate Loan, other than Eurodollar Loans to be made on the Closing Date or the Merger Date, if the Merger Date occurs on or prior to three Business Days after the Closing Date) or 12:00 Noon (Chicago time) on at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a Notice of Borrowing no later than 12:00 Noon 1:00 P.M. (Chicago New York City time) on the proposed Funding Date. The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount and type of Loans requested, (iii) in the case of Swing Line Loans, that such Loans shall be Base Rate Loans, (iv) in the case of any other Loans, whether such Loans shall be Base Rate Loans or Eurodollar LIBO Rate Loans, and (v) in the case of any Loans requested to be made as Eurodollar LIBO Rate Loans, the initial Interest Period requested therefor. Term Loans and Working Capital Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar LIBO Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering the above-described Notice of Borrowing, Company may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; PROVIDED provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Borrowing to Administrative Agent on or before the applicable Funding Date. Any Loans made on the Closing Date and on the Merger Date (if the Merger Date occurs on or prior to three Business Days after the Closing Date) may be Eurodollar Loans regardless date of whether this Agreement has been executed at least three Business Days prior to such date and so long as Company has delivered a Notice of Borrowing with respect thereto on or prior to three Business Days prior to such date and has also delivered an indemnity agreement covering broken funding losses in form and substance reasonably satisfactory to Agentstelephonic notice. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative 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 2.1B, and upon funding of Loans by Lenders in accordance with this Agreement pursuant to any such telephonic notice Company shall have borrowed effected Loans hereunder. Company shall notify Administrative Agent prior to the funding of any Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Borrowing as being true and correct on any applicable Funding Date is not no longer true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Loans shall constitute a re-certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Borrowing as being true and correct on such Funding DateBorrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for a Eurodollar LIBO Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing in accordance therewith or to pay the amounts payable pursuant to Section 2.6D as a result of the failure to make such borrowingtherewith.

Borrowing Mechanics. Term Loans or Revolving Loans made on any Funding Date (other than Working Capital Revolving Dollar Loans deemed made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(iv2.1A(vi) for the purpose of repaying any Refunded Swing Line Loans or Working Capital Revolving Dollar Loans made pursuant to subsection 3.3B for the purpose of reimbursing any the Issuing Lender for the amount of a drawing under a Letter of Credit issued by it ("LC REFUNDING LOANS")Credit) shall be in an aggregate minimum amount of $1,000,000 500,000 and integral multiples of $100,000 10,000 in excess of that amount; provided that Term Loans -------- made on any Funding Date as Eurodollar Rate Loans with a particular Interest Period shall be in an aggregate minimum amount equal to or in excess of $5,000,000 and that Revolving Dollar Loans made on any Funding Date as Eurodollar Rate Loans with a particular Interest Period shall be in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount. Revolving Sterling Loans made on any Funding Date shall be in an aggregate minimum amount of (Pounds)2,500,000 and integral multiples of (Pounds)1,000,000 in excess of that amount. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $250,000 100,000 and integral multiples of $10,000 100,000 in excess of that amount. Whenever Company desires that Lenders make Loans (other than Swing Line Term Loans or LC Refunding Loans) Revolving Loans it shall deliver to Administrative Agent a Notice of Borrowing substantially in the form of Exhibit I annexed hereto no later than 12:00 Noon --------- 9:00 A.M. (Chicago San Francisco time) at least (i) three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan, other than Eurodollar Loans to be made on the Closing Date or the Merger Date, if the Merger Date occurs on or prior to three ); (ii) one Business Days after the Closing Date) or 12:00 Noon (Chicago time) on Day in advance of the proposed Funding Date (in the case of a Base Rate Loan); or (iii) four Business Days in advance of the proposed Funding Date (in the case of a Domestic Sterling Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a Notice of Borrowing no later than 12:00 Noon 1:00 P.M. (Chicago San Francisco time) on the proposed Funding Date. The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount and type of Loans requested, (iii) in the case of Swing Line LoansLoans and any Revolving Dollar Loans made on the Closing Date, that such Loans shall be Base Rate Loans, (iv) in the case of any other Revolving Loans not made on the Closing Date, whether such Loans shall be Revolving Dollar Loans or Revolving Sterling Loans and, in the case of Revolving Dollar Loans, whether such Loans shall be Base Rate Loans or Eurodollar Rate Loans, and (v) in the case of any Loans requested to be made as Eurodollar Rate Loans or Domestic Sterling Rate Loans, the initial Interest Period requested therefor. Term Loans and Working Capital Revolving Dollar Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. Revolving Sterling Loans may be continued as Domestic Sterling Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering the above-described Notice of Borrowing, Company may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; PROVIDED provided -------- that such notice shall be promptly confirmed in writing by delivery of a Notice of Borrowing to Administrative Agent on or before the applicable Funding Date. Any Loans made on the Closing Date and on the Merger Date (if the Merger Date occurs on or prior to three Business Days after the Closing Date) may be Eurodollar Loans regardless of whether this Agreement has been executed at least three Business Days prior to such date and so long as Company has delivered a Notice of Borrowing with respect thereto on or prior to three Business Days prior to such date and has also delivered an indemnity agreement covering broken funding losses in form and substance reasonably satisfactory to Agents. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative 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 2.1B, and upon funding of Loans by Lenders in accordance with this Agreement pursuant to any such telephonic notice Company shall have borrowed effected Loans hereunder. Company shall notify Administrative Agent prior to the funding of any Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Borrowing as being is no longer true and correct on any applicable Funding Date is not true and correct in all material respects as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Loans shall constitute a re-certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Borrowing as being true and correct on such Funding DateBorrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for a Eurodollar Rate Loan or a Domestic Sterling Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Dateirrevocable, and Company shall be bound to make a borrowing in accordance therewith or to pay the amounts payable pursuant to Section 2.6D as a result of the failure to make such borrowingtherewith.

Borrowing Mechanics. Loans (A) Base Rate Advances shall be made on irrevocable telephonic or written notice given to Agent not later than 12:00 noon, Chicago time, on the Business Day on which the proposed Base Rate Advance is requested to be made. At any Funding Date (other than Working Capital Loans deemed made time prior to the occurrence of a Default or an Event of Default, Borrower may request the continuation of a LIBOR Rate Advance or the conversion of any Advance from one Type of Advance to another pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(ivthis Agreement; provided that (i) for the purpose conversions of repaying all or any Refunded Swing Line Loans or Working Capital Loans made pursuant to subsection 3.3B for the purpose of reimbursing any Issuing Lender for the amount portion of a drawing under LIBOR Rate Advance may be made only as of the last date of the Interest Period applicable thereto; (ii) such continuation or conversion would not violate any other provisions of this Agreement; and (iii) without limiting Subsections 9.1 or 9.2 or any other rights and remedies of Agent and each Lender, after the occurrence of a Letter Default or Event of Credit issued by it ("LC REFUNDING LOANS")) Default, such a continuation or conversion may only be made with the consent of Agent. LIBOR Rate Advances, and any continuations of, or conversions to LIBOR Rate Advances, shall be in an aggregate minimum principal amount of $1,000,000 and multiples or an integral multiple thereof. LIBOR Rate Advances, or continuation of $100,000 in excess any LIBOR Rate Advance, or conversion of that amount. Swing Line Loans any Base Rate Advance to a LIBOR Rate Advance, may be made on any Funding Date shall be in an aggregate minimum amount of $250,000 and multiples of $10,000 in excess of that amount. Whenever Company desires that Lenders make Loans (other than Swing Line Loans or LC Refunding Loans) it shall deliver upon irrevocable written notice given to Administrative Agent a Notice of Borrowing by Borrower no later than 12:00 Noon (noon, Chicago time) at least , three Business Days in advance prior to the commencement of the proposed Funding Date (in Interest Period applicable thereto. In each such notice, Borrower shall specify, as to continuations and conversions, the case amount of a Eurodollar Rate Loan, other than Eurodollar Loans the Advance to be made on so continued or converted, as to new LIBOR Rate Advances, the Closing Date or requested principal amount thereof, and in any case the Merger Dateapplicable Interest Period, if and the Merger Date occurs on or prior to three Business Days after first and last day of the Closing Date) or 12:00 Noon (Chicago time) on the proposed Funding Date (in the case Interest Period, each of a Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a Notice of Borrowing no later than 12:00 Noon (Chicago time) on the proposed Funding Date. The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day). LIBOR Rate Advances shall automatically convert to Base Rate Advances at the end of the applicable Interest Period unless Borrower gives the requisite notice in accordance with the procedures set forth above to continue the same as LIBOR Rate Advances. Borrower shall not be entitled to elect any Interest Period with respect to a LIBOR Rate Advance if the provisions of this Agreement would require Borrower to repay or prepay any portion of such LIBOR Rate Advance prior to the end of such Interest Period. (i) Each notice described in this Subsection 2.4(A) shall be given by an Authorized Officer of Borrower either by telephone, telecopy, telex, or cable, and, if such notice (iiother than an irrevocable notice of borrowing of a Base Rate Advance) is by telephone, confirmed in writing, substantially in the amount form of Exhibit 2.4 in the case of a request for an Advance (the "Notice of Borrowing") and type in the form of Loans requested, Exhibit 2.5 (iiithe "Notice of Conversion") in the case of Swing Line Loansa conversion or continuation of an Advance; provided, however, that such Loans subject to Subsection 2.4(D), telephonic notices requesting a Base Rate Advance need not be confirmed in writing unless requested by Agent. Each Notice of Borrowing and Notice of Conversion shall be Base Rate Loans, irrevocable by and binding on Borrower. (ivii) in the case of any other Loans, whether such Loans Agent shall be Base Rate Loans entitled to rely conclusively on each Authorized Officer's authority to request, convert or Eurodollar Rate Loans, and (v) in continue Advances on behalf of Borrower. Agent shall have no duty to verify the case authenticity of the signature appearing on any Loans requested to be made as Eurodollar Rate Loans, the initial Interest Period requested therefor. Term Loans and Working Capital Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering the above-described Notice of Borrowing, Company may give Administrative Notice of Conversion or other writing delivered pursuant to this Subsection 2.4(A) and, with respect to an oral request for an Advance or the conversion or continuation thereof, Agent telephonic notice by shall have no duty to verify the required time identity of any proposed borrowing under this subsection 2.1B; PROVIDED that such notice shall be promptly confirmed in writing by delivery of a Notice of Borrowing to Administrative Agent on or before the applicable Funding Date. Any Loans made on the Closing Date and on the Merger Date (if the Merger Date occurs on or prior to three Business Days after the Closing Date) may be Eurodollar Loans regardless of whether this Agreement has been executed at least three Business Days prior to such date and so long individual representing himself as Company has delivered a Notice of Borrowing with respect thereto on or prior to three Business Days prior to such date and has also delivered an indemnity agreement covering broken funding losses in form and substance reasonably satisfactory to AgentsAuthorized Officer. Neither Administrative Agent nor any Lender shall incur any liability to Company in Borrower as a result of acting upon any telephonic notice referred to above that Administrative in this Subsection 2.4(A) which notice Agent believes in good faith Good Faith to have been given by a duly authorized officer an Authorized Officer or other person individual authorized to borrow request an Advance or convert or continue an Advance on behalf of Company Borrower or for otherwise acting in good faith Good Faith under this subsection 2.1BSubsection 2.4(A) and, and upon funding the funding, conversion or continuation of Loans an Advance by Lenders in accordance with this Agreement Agreement, pursuant to any such telephonic notice Company notice, Borrower shall be deemed to have borrowed Loans or converted or continued such Advance hereunder. (iii) Borrower may request one or two (but not more than two (2)) Advances, conversions of Advances and continuations of Advances on a single day. Company shall notify Administrative Agent prior By giving notice as set forth above with respect to a LIBOR Rate Advance or with respect to a conversion into or continuation of a LIBOR Rate Advance, Borrower shall, subject to the funding other provisions of this Section 2, specify the applicable Interest Period. The determination of the Interest Period shall be subject to the following provisions: (i) the initial Interest Period for any LIBOR Rate Advance shall commence on the date of such LIBOR Rate Advance which shall be a Business Day and each Interest Period (if any) occurring thereafter for such LIBOR Rate Advance shall commence on the day on which the next preceding Interest Period for such LIBOR Rate Advance expires; (ii) there shall be no more than two (2) Interest Periods in the aggregate in effect at any one time; and (iii) no Interest Period may be selected which extends beyond the last day of the Term. (B) In the event Borrower is unable to comply with (i) the Current Asset Base limitations set forth in Subsection 2.3 or (ii) the conditions precedent to the making of a Revolving Loan, Lenders authorize Agent, in its sole discretion, to make Revolving Loans (and Lenders shall fund their Revolving Proportionate Share of such Revolving Loans upon the request of Agent) ("Interim Revolving Loans"), but not in excess of the Total Revolving Commitments, for a period commencing on the date Agent first receives a Notice of Borrowing requesting an Interim Revolving Loan until the earlier of (x) the 30th Business Day after such date, (y) the Business Day after the date the Required Lenders give notice to Agent to terminate Agent's authority to made additional Interim Revolving Loans, or (z) the date Borrower is again able to comply with the Current Asset Base limitations and the conditions precedent to the making of Revolving Loans set forth in Subsections 2.3 and 4.2 hereof, or obtains an amendment or waiver with respect thereto (in each case, the "Interim Revolving Loan Period"). Agent shall not, in any event, make any Interim Revolving Loan if at such time the amount of such Interim Revolving Loan when added to the then aggregate outstanding principal amount of other Interim Revolving Loans would exceed $3,200,000; provided that, notwithstanding any of the foregoing limitations in this Subsection 2.4(B) other than the Required Lenders right to give notice to Agent to terminate Agent's authority to make additional Interim Revolving Loans as set forth in clause (y) of this Subsection 2.4(B), Agent may make Revolving Loans (and Lenders shall fund their Revolving Proportionate Share of such Revolving Loans upon the request of Agent) intended to preserve, protect or enhance the liquidation value of the Collateral. All Interim Revolving Loans shall be Base Rate Advances. An Interim Revolving Loan shall cease to be an Interim Revolving Loan (and shall be deemed to be an Advance consisting of Revolving Loans) if the unsatisfied conditions giving rise to such Interim Revolving Loan shall thereafter be satisfied or the events which cause such Advance to be an Interim Revolving Loan shall thereafter cease to exist. (C) Each Lender shall be entitled to earn interest at the then applicable rate of interest, calculated in accordance with Subsection 2.20 hereof, on outstanding Loans which it has funded to Agent. (D) Notwithstanding the obligation of Borrower to send written confirmation of a Notice of Borrowing or Notice of Conversion made by telephone, in the event that any of the matters to which Company is required to certify in the applicable Notice of Borrowing as being true and correct on any applicable Funding Date is not true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Loans shall constitute a certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Borrowing as being true and correct on such Funding Date. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, Agent acts upon a Notice of Borrowing for a Eurodollar Rate Loan (or Notice of Conversion made by telephone, such telephonic notice in lieu thereof) of borrowing or notice of conversion shall be irrevocable binding on and after Borrower whether or not written confirmation is sent by Borrower or subsequently requested by Agent. Agent may act prior to the related Interest Rate Determination Datereceipt of any written confirmation, and Company without any liability whatsoever, based upon telephonic notice believed by Agent in Good Faith to be from Borrower or its Authorized Officer. Agent's records of the terms of any telephonic Notices of Borrowing or Notice of Conversion shall be bound to make a borrowing conclusive on Borrower and Lenders in accordance therewith the absence of gross negligence or to pay willful misconduct on the amounts payable pursuant to Section 2.6D as a result part of the failure to make such borrowingAgent in connection therewith.

Borrowing Mechanics. Term Loans or Revolving Loans made on any Funding Date (other than Working Capital Loans deemed made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(iv) for the purpose of repaying any Refunded Swing Line Loans or Working Capital Revolving Loans made pursuant to subsection 3.3B for the purpose of reimbursing any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it ("LC REFUNDING LOANS")3.3B) shall be in an aggregate minimum amount of $1,000,000 5,000,000 and multiples of $100,000 1,000,000 in excess of that amount. Swing Line ; provided that Term Loans or Revolving Loans made on any Funding Date as Eurodollar Rate Loans with a particular Interest Period shall be in an aggregate minimum amount of $250,000 10,000,000 and multiples of $10,000 1,000,000 in excess of that amount. Whenever Company desires Borrowers desire that Lenders make Loans (other than Swing Line Term Loans or LC Refunding Loans) it Revolving Loans they shall deliver to Administrative Agent a Notice of Borrowing no later than 12:00 Noon 11:00 A.M. (Chicago New York City time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan, other than Eurodollar Loans to be made ) or on the Closing Date or the Merger Date, if the Merger Date occurs on or prior to three Business Days after the Closing Date) or 12:00 Noon (Chicago time) on day of the proposed Funding Date (in the case of a Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a Notice of Borrowing no later than 12:00 Noon (Chicago time) on the proposed Funding Date. The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount and type of Loans requested, (iii) in the case of Swing Line Loans, that such Loans shall be Base Rate Loans, (iv) in the case of any other Loans, whether such Loans shall be Base Rate Loans or Eurodollar Rate Loans, and (v) in the case of any Loans requested to be made as Eurodollar Rate Loans, the initial Interest Period requested therefor. Term Loans and Working Capital Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. Notwithstanding anything to the contrary herein contained, during the period commencing on and including the Closing Date and ending on the earlier of (i) the date which is 90 days after the Closing Date and (ii) the date on which Agent sends notice to Borrowers indicating that Lenders' primary syndication has been concluded, Borrowers may only request that Revolving Loans be made as Base Rate Loans or Eurodollar Rate Loans with the same 30-day Interest Period. In lieu of delivering the above-described a Notice of Borrowing, Company Borrowers may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; PROVIDED provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Borrowing to Administrative Agent on or before the applicable Funding Date. Any Loans made on the Closing Date and on the Merger Date (if the Merger Date occurs on or prior to three Business Days after the Closing Date) may be Eurodollar Loans regardless of whether this Agreement has been executed at least three Business Days prior to such date and so long as Company has delivered a Notice of Borrowing with respect thereto on or prior to three Business Days prior to such date and has also delivered an indemnity agreement covering broken funding losses in form and substance reasonably satisfactory to Agents. Neither Administrative Agent nor any Lender shall incur any liability to Company Borrowers in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer an Officer or other person authorized to borrow on behalf of Company Borrowers or for otherwise acting in good faith under this subsection 2.1B2.1B or under subsection 2.2D, and upon funding of Loans by Lenders Daily Funding Lender and/or Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case in accordance with this Agreement Agreement, pursuant to any such telephonic notice Company Borrowers shall have borrowed effected Loans or a conversion or continuation, as the case may be, hereunder. Company Borrowers shall notify Administrative Agent prior to the funding of any Loans in the event that if any of the matters to which Company is Borrowers are required to certify in the applicable Notice of Borrowing as being true and correct on any applicable Funding Date is not no longer true and correct as of the applicable Funding Date, and the acceptance by Company Borrowers of the proceeds of any Loans shall constitute a re-certification by CompanyBorrowers, as of the applicable Funding Date, as to the matters to which Company is Borrowers are required to certify in the applicable Notice of Borrowing as being true and correct on such Funding DateBorrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for, or a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company Borrowers shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewith or to pay the amounts payable pursuant to Section 2.6D as a result of the failure to make such borrowingtherewith.

Borrowing Mechanics. Term Loans or Revolving Loans made on any Funding Date (other than Working Capital Loans deemed made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(iv) for the purpose of repaying any Refunded Swing Line Loans or Working Capital Revolving Loans made pursuant to subsection 3.3B for the purpose of reimbursing any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it ("LC REFUNDING LOANS")3.3B) shall be in an aggregate minimum amount of $1,000,000 and multiples of $100,000 500,000 in excess of that amount. Swing Line ; provided that Term Loans or Revolving Loans made on any -------- Funding Date as Eurodollar Rate Loans with a particular Interest Period shall be in an aggregate minimum amount of $250,000 2,000,000 and multiples of $10,000 250,000 in excess of that amount. Whenever Company Borrower desires that Lenders make Loans (other than Swing Line Term Loans or LC Refunding Revolving Loans) it , Borrower shall deliver to Administrative Agent a Notice of Borrowing no later than 12:00 Noon noon (Chicago New York City time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan, other than Eurodollar Loans to be made on the Closing Date or the Merger Date, if the Merger Date occurs on or prior to three Business Days after the Closing Date) or 12:00 Noon (Chicago time) on the proposed Funding Date (in the case of a Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a Notice of Borrowing no later than 12:00 Noon (Chicago time) on the proposed Funding Date. The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount and type of Loans requested, (iii) in the case of Swing Line Loans, that such Loans shall be Base Rate Loans, (iv) in the case of any other Loans, whether such Loans shall be Base Rate Loans or Eurodollar Rate Loans, and (v) in the case of any Loans requested to be made as Eurodollar Rate Loans, the initial Interest Period requested therefor. Term Loans and Working Capital Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering the above-described a Notice of Borrowing, Company Borrower may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; PROVIDED provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Borrowing to Administrative Agent on or before the applicable Funding Date. Any Loans made on the Closing Date and on the Merger Date (if the Merger Date occurs on or prior to three Business Days after the Closing Date) may be Eurodollar Loans regardless of whether this Agreement has been executed at least three Business Days prior to such date and so long as Company has delivered a Notice of Borrowing with respect thereto on or prior to three Business Days prior to such date and has also delivered an indemnity agreement covering broken funding losses in form and substance reasonably satisfactory to Agents. Neither Administrative Agent nor any Lender shall incur any liability to Company Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to borrow on behalf of Company Borrower or for otherwise acting in good faith under this subsection 2.1B2.1B or under subsection 2.2D, and upon funding of Loans by Lenders Daily Funding Lender and/or Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case in accordance with this Agreement Agreement, pursuant to any such telephonic notice Company Borrower shall have borrowed effected Loans or a conversion or continuation, as the case may be, hereunder. Company Borrower shall notify Administrative Agent prior to the funding of any Loans in the event that any of the matters to which Company Borrower is required to certify in the applicable Notice of Borrowing as being true and correct on any applicable Funding Date is not no longer true and correct as of the applicable Funding Date, and the acceptance by Company Borrower of the proceeds of any Loans shall constitute a re-certification by CompanyBorrower, as of the applicable Funding Date, as to the matters to which Company Borrower is required to certify in the applicable Notice of Borrowing as being true and correct on such Funding DateBorrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for, or a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company Borrower shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewith or to pay therewith. Notwithstanding the amounts payable pursuant to Section 2.6D as foregoing provisions of this subsection 2.1B, no Eurodollar Rate Loan with an Interest Period of other than one month may be made and no Base Rate Loan may be converted into a result Eurodollar Rate Loan with an Interest Period of other than one month until the earlier of the failure ninetieth day after the Closing Date and the date specified by Agent to make such borrowingBorrower on which the primary syndication of the Commitments and the Loans has been completed.

Borrowing Mechanics. Loans made on any Funding On each occasion occurring after the Delayed-Draw Term Loan Committed Amount shall have been reduced to zero ($0) or been terminated and prior to the date ten (10) Business Days prior to the New Delayed-Draw Term Loan Commitment Termination Date (other than Working Capital and at least 30 days after the immediately preceding date of a New Delayed-Draw Term Loan borrowing, if any) that either (x) the aggregate principal amount of Revolving Loans equals or exceeds $30,000,000 or (y) the Borrower delivers to the Administrative Agent a New Delayed-Draw Term Loan Borrowing Request for a New Delayed-Draw Term Loan of at least $10,000,000 (or an integral multiple of $1,000,000 in excess thereof, or the remaining amount of the Delayed-Draw Term Loan Committed Amount, if less), the Borrower shall be deemed to have requested a New Delayed-Draw Term Loan borrowing (which request shall be irrevocable) (A) in an aggregate principal amount equal to (1) in the case of a borrowing request deemed to have been made pursuant to clause (x) of this subsection (i), the lesser of (I) the amount by which the aggregate principal amount of Revolving Loans outstanding on the date such borrowing request is deemed to have been made exceeds $20,000,000 and (II) the remaining amount of the New Delayed-Draw Term Loan Committed Amount, or (2) in the case of a borrowing request by Swing Line Lender pursuant to subsection 2.1A(iv) for the purpose of repaying any Refunded Swing Line Loans or Working Capital Loans made pursuant to clause (y) of this subsection 3.3B for the purpose of reimbursing any Issuing Lender for (i), the amount of a drawing under a Letter of Credit issued by it the requested borrowing as set forth in the related New Delayed-Draw Term Loan Borrowing Request, ("LC REFUNDING LOANS")B) shall to be in an aggregate minimum amount of $1,000,000 funded on the date ten (10) Business Days thereafter (or such later date as the Fronting Bank and multiples of $100,000 in excess of that amount. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $250,000 and multiples of $10,000 in excess of that amount. Whenever Company desires that Lenders make Loans (other than Swing Line Loans or LC Refunding Loans) it shall deliver to the Administrative Agent may agree with the Borrower in order to minimize the incurrence of costs by the Borrower pursuant to Section 3.12(a) in connection with such borrowing) and (C) unless the Borrower shall specify otherwise in a Notice of Borrowing no written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent not later than 12:00 Noon (Chicago time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate LoanCharlotte, other than Eurodollar Loans to be made on the Closing Date or the Merger Date, if the Merger Date occurs on or prior to three Business Days after the Closing Date) or 12:00 Noon (Chicago North Carolina time) on the proposed Funding Date (in third Business Day prior to the case date of the applicable borrowing, to consist of a Base Rate Loan. The Administrative Agent shall give notice (a “New Delayed-Draw Term Loan Funding Notice”) to the Fronting Bank and each affected Lender promptly upon the occurrence of any request or deemed request for a New Delayed-Draw Term Loan pursuant to this Section 2.5(b)(i). Whenever Company desires that Swing Line Lender make a Swing Line , specifying the aggregate principal amount of such New Delayed-Draw Term Loan, it shall deliver to Administrative Agent a Notice of Borrowing no later than 12:00 Noon (Chicago time) on the proposed Funding Date. The Notice of Borrowing shall specify (i) the proposed Funding Date (which whether such New Delayed-Draw Term Loan shall be a Business Day), (ii) the amount and type comprised of Loans requested, (iii) in the case of Swing Line Loans, that such Loans shall be Base Rate Loans, (iv) in the case of any other Loans, whether such Loans shall be Base Rate Eurodollar Loans or Eurodollar Rate Loansa combination thereof, and (v) in the case of any if Eurodollar Loans requested to be made as Eurodollar Rate Loansare requested, the initial Interest Period requested therefor. Period(s) therefor and the portion of such New Delayed-Draw Term Loans and Working Capital Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering the above-described Notice of Borrowing, Company may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; PROVIDED that Loan which each such notice shall be promptly confirmed in writing by delivery of a Notice of Borrowing to Administrative Agent on or before the applicable Funding Date. Any Loans made on the Closing Date and on the Merger Date (if the Merger Date occurs on or prior to three Business Days after the Closing Date) may be Eurodollar Loans regardless of whether this Agreement has been executed at least three Business Days prior to such date and so long as Company has delivered a Notice of Borrowing with respect thereto on or prior to three Business Days prior to such date and has also delivered an indemnity agreement covering broken funding losses in form and substance reasonably satisfactory to Agents. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative 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 2.1B, and upon funding of Loans by Lenders in accordance with this Agreement pursuant to any such telephonic notice Company shall have borrowed Loans hereunder. Company shall notify Administrative Agent prior to the funding of any Loans in the event that any of the matters to which Company is required to certify in purchase. Notwithstanding any other provision of this Credit Agreement to the applicable Notice of Borrowing as being true and correct on any applicable Funding Date is not true and correct as of the applicable Funding Datecontrary, and the acceptance by Company of the proceeds of any borrowing of New Delayed-Draw Term Loans shall constitute a certification by Company, as deemed to have been requested pursuant to clause (x) of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Borrowing as being true and correct on such Funding Date. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for a Eurodollar Rate Loan this subsection (or telephonic notice in lieu thereofi) shall be irrevocable on and after applied to the related Interest Rate Determination Date, and Company shall be bound to make a borrowing in accordance therewith or to pay the amounts payable pursuant to Section 2.6D as a result repayment of the failure to make such borrowingRevolving Loans.

Borrowing Mechanics. Loans made on any Funding Date (other than Working Capital Loans deemed made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(iv) for the purpose of repaying any Refunded Swing Line Loans or Working Capital Loans made pursuant to subsection 3.3B for the purpose of reimbursing any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it ("LC REFUNDING LOANS")) shall be in an aggregate minimum amount of $1,000,000 and multiples of $100,000 in excess of that amount. Swing Line Revolving Loans made on any Funding Date shall be in an aggregate minimum amount of One Million Dollars ($250,000 1,000,000.00) and integral multiples of One Hundred Thousand Dollars ($10,000 100,000.00) in excess of that amount. Whenever Company the Borrower desires that Lenders the Banks make Loans (other than Swing Line Loans or LC Refunding Loans) it a Revolving Loan to the Borrower, the Borrower shall deliver to Administrative the Agent a Notice of Borrowing Certificate no later than 12:00 Noon (Chicago time) 10:00 A.M. Louisville, Kentucky time at least three (3) Business Days in advance of the proposed Funding Date (in the case of a Eurodollar LIBOR Rate Loan, other than Eurodollar Loans to be made on the Closing Date or the Merger Date, if the Merger Date occurs on or prior to three Loan and at least one (1) Business Days after the Closing Date) or 12:00 Noon (Chicago time) on Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a Notice of Borrowing no later than 12:00 Noon (Chicago time) on the proposed Funding Date. The Notice Borrowing Certificate shall be in the form of Borrowing Exhibit D attached hereto and made a part hereof and shall specify (i) the proposed Funding Date (Date, which shall must be a Business Day), (ii) whether the amount and type of Loans requestedRevolving Loan shall be a Base Rate Loan or a LIBOR Rate Loan, (iii) in the case of Swing Line Loansany Revolving Loan requested to be made as a LIBOR Rate Loan, that such Loans shall be Base Rate Loansthe initial Interest Period applicable thereto, (iv) in that the case amount of any other Loans, whether such Loans shall be Base Rate Loans or Eurodollar Rate Loansthe proposed Revolving Loan will not cause the Total Utilization of Revolving Loan Commitments to exceed the amount of the aggregate Revolving Loan Commitments, and (v) that the amount of the proposed Revolving Loan will not cause the ratio of the Borrower's Consolidated Total Indebtedness, including the Total Utilization of Revolving Loan Commitments after taking into account the proposed Revolving Loan in the case calculation thereof, as of any Loans requested the most recent Fiscal Quarter end, to be made the Borrower's Consolidated Theater Level Cash Flow for the four-Fiscal Quarter period ended as Eurodollar Rate Loansof such Fiscal Quarter end, to exceed the initial Interest Period requested thereforratio set forth in Section 6.10 hereof. Term Loans and Working Capital Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar LIBOR Rate Loans in the manner provided in subsection 2.2D. Section 2.2D hereof. In lieu of delivering the above-described Notice of BorrowingBorrowing Certificate, Company the Borrower may give Administrative the Agent telephonic notice by the required time of any proposed borrowing the requested Revolving Loan under this subsection Section 2.1B; PROVIDED provided that such notice shall be promptly confirmed in writing by the delivery of a Notice of Borrowing Certificate to Administrative the Agent on or before the applicable Funding Date. Any Loans made on Neither the Closing Date and on the Merger Date (if the Merger Date occurs on or prior to three Business Days after the Closing Date) may be Eurodollar Loans regardless of whether this Agreement has been executed at least three Business Days prior to such date and so long as Company has delivered a Notice of Borrowing with respect thereto on or prior to three Business Days prior to such date and has also delivered an indemnity agreement covering broken funding losses in form and substance reasonably satisfactory to Agents. Neither Administrative Agent nor any Lender Bank shall incur any liability to Company the Borrower in acting upon any telephonic notice referred to above that Administrative which the Agent believes in good faith to have been given by a duly authorized Authorized officer or other person Person authorized to borrow on behalf of Company the Borrower or for otherwise acting in good faith under this subsection 2.1BSection 2.1B and, and upon the funding of Loans any Revolving Loan by Lenders the Banks in accordance with this Loan Agreement pursuant to any such telephonic notice Company notice, the Borrower shall have borrowed Loans hereunder. Company shall notify Administrative Agent prior to the funding of any Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Borrowing as being true and correct on any applicable Funding Date is not true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Loans shall constitute a certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Borrowing as being true and correct on effected such Funding DateRevolving Loan under this Loan Agreement. Except as otherwise provided in subsections Sections 2.6B, 2.6C and 2.6GG hereof, a Notice of Borrowing Certificate for a Eurodollar LIBOR Rate Loan (or a telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company the Borrower shall be bound to make a borrowing obtain such LIBOR Rate Loan in accordance therewith or to pay the amounts payable pursuant to Section 2.6D as a result of the failure to make such borrowingtherewith.

Borrowing Mechanics. Revolving Loans made on any Funding Date (other than Working Capital Revolving Loans deemed made pursuant to a request by a Swing Line Lender pursuant to subsection 2.1A(iv) for the purpose of repaying any Refunded Swing Line Loans or Working Capital Loans made pursuant to subsection 3.3B for the purpose of reimbursing any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it ("LC REFUNDING LOANS"2.1A(ii)) shall be in an aggregate minimum amount of $1,000,000 5,000,000 and multiples of $100,000 1,000,000 in excess of that amount. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $250,000 500,000 and multiples of $10,000 100,000 in excess of that amount. Whenever Company the Borrower desires that the Lenders make Revolving Loans (other than Swing Line Loans or LC Refunding Loans) it shall deliver to the Administrative Agent a Notice of Borrowing duly executed by an Officer of the Borrower no later than 12:00 Noon (Chicago i) 1:00 P.M. (Central time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan, other than Eurodollar Loans to be made on the Closing Date or the Merger Date, if the Merger Date occurs on or prior to three Business Days after the Closing Date) or 12:00 Noon and (Chicago ii) 1:00 P.M. (Central time) on the proposed Funding Date (in the case of a Base Rate Loan). Whenever Company the Borrower desires that a Swing Line Lender make a Swing Line Loan, it shall deliver to the Administrative Agent and each Swing Line Lender a Notice of Borrowing duly executed by an Officer of the Borrower no later than 12:00 Noon 2:00 P.M. (Chicago Central time) on the proposed Funding Date. The ; provided, that if the Borrower delivers a duly executed Notice of Borrowing shall specify to the Administrative Agent and each Swing Line Lender no later than 8:45 A.M. (iCentral time), such Swing Line Loan (an “Early Requested Swing Line Loan”) the proposed Funding Date (which shall be a Business Day), (ii) made available by the amount and type of Loans requested, (iii) in the case of applicable Swing Line Loans, that such Loans shall be Base Rate Loans, Lender no later than 9:45 A.M. (iv) in the case of any other Loans, whether such Loans shall be Base Rate Loans or Eurodollar Rate Loans, and (v) in the case of any Loans requested to be made as Eurodollar Rate Loans, the initial Interest Period requested thereforCentral time). Term Loans and Working Capital Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering the above-described a Notice of Borrowing, Company the Borrower may give the Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; PROVIDED provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Borrowing to the Administrative Agent duly executed by an Officer of the Borrower on or before the applicable Funding Date. Any Loans made on Neither the Closing Date and on the Merger Date (if the Merger Date occurs on or prior to three Business Days after the Closing Date) may be Eurodollar Loans regardless of whether this Agreement has been executed at least three Business Days prior to such date and so long as Company has delivered a Notice of Borrowing with respect thereto on or prior to three Business Days prior to such date and has also delivered an indemnity agreement covering broken funding losses in form and substance reasonably satisfactory to Agents. Neither Administrative Agent nor any Lender shall incur any liability to Company the Borrower in acting upon any telephonic notice referred to above that the Administrative Agent believes in good faith to have been given by a duly authorized officer an Officer or other person authorized to borrow on behalf of Company the Borrower or for otherwise acting in good faith under this subsection 2.1B2.1B or under subsection 2.2D, and upon funding of Loans by Lenders the Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case in accordance with this Agreement Agreement, pursuant to any such telephonic notice Company the Borrower shall have borrowed effected Loans or a conversion or continuation, as the case may be, hereunder. Company The Borrower shall notify the Administrative Agent prior to the funding of any Loans in the event that any that, to the Borrower’s knowledge, an event has occurred and is continuing or would result from the consummation of the matters to which Company is required to certify in the applicable Notice borrowing that would constitute an Event of Borrowing as being true and correct on any applicable Funding Date is not true and correct as Default or a Potential Event of the applicable Funding DateDefault, and the acceptance by Company the Borrower of the proceeds of any Loans shall constitute a re-certification by Companythe Borrower, as of the applicable Funding Date, as to the matters to which Company the Borrower is required to certify in the applicable Notice of Borrowing as being true and correct on such Funding DateBorrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for, or a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company the Borrower shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewith or to pay the amounts payable pursuant to Section 2.6D as a result of the failure to make such borrowingtherewith.

Borrowing Mechanics. Loans made on any Funding Date (other than Working Capital Swing Line Loans, Revolving Loans deemed made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(iv2.1A(ii) for the purpose of repaying any Refunded Swing Line Loans or Working Capital Revolving Loans made pursuant to subsection 3.3B for the purpose of reimbursing any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it ("LC REFUNDING LOANS")3.3B) shall be in an aggregate minimum amount of $1,000,000 2,000,000 and multiples of $100,000 500,000 in excess of that amount. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $250,000 and multiples of $10,000 50,000 in excess of that amount. Whenever Company desires that Lenders make Revolving Loans (other than Swing Line Loans or LC Refunding Loans) it shall deliver to Administrative Agent a duly executed Notice of Borrowing no later than 12:00 Noon 11:00 A.M. (Chicago New York City time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate LIBOR Loan, other than Eurodollar Loans to be made on the Closing Date or the Merger Date, if the Merger Date occurs on or prior to three Business Days after the Closing Date) or 12:00 Noon (Chicago time) on at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan), provided that any Notice of Borrowing with respect to any borrowings on the Closing Date may be delivered no later than 9:00 A.M. on the Closing Date. Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a duly executed Notice of Borrowing no later than 12:00 Noon 11:00 A.M. (Chicago New York City time) on the proposed Funding Date. The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount and type of Loans requested, (iii) in the case of Swing Line Loans, that such Loans shall be Base Rate Loans, (iv) in the case of any other Loans, whether such Loans shall be Base Rate Loans or Eurodollar Rate Loans, and (v) in the case of any Loans requested to be made as Eurodollar Rate Loans, the initial Interest Period requested therefor. Term Loans and Working Capital Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate LIBOR Loans in the manner provided in subsection 2.2D. In lieu of delivering the above-described a Notice of Borrowing, Company may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; PROVIDED provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Borrowing to Administrative Agent on or before the applicable Funding Date. Any Loans made on the Closing Date and on the Merger Date (if the Merger Date occurs on or prior to three Business Days after the Closing Date) may be Eurodollar Loans regardless of whether this Agreement has been executed at least three Business Days prior to such date and so long as Company has delivered a Notice of Borrowing with respect thereto on or prior to three Business Days prior to such date and has also delivered an indemnity agreement covering broken funding losses in form and substance reasonably satisfactory to Agents. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer an Officer or other person authorized to borrow on behalf of Company or for otherwise acting in good faith under this subsection 2.1B2.1B or under subsection 2.2D, and upon funding of Loans by Lenders Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case in accordance with this Agreement Agreement, pursuant to any such telephonic notice Company shall have borrowed effected Loans or a conversion or continuation, as the case may be, hereunder. Company shall notify Administrative Agent prior to the funding of any Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Borrowing as being true and correct on any applicable Funding Date is not no longer true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Loans shall constitute a re-certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Borrowing as being true and correct on such Funding DateBorrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for, or a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate LIBOR Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewith or to pay therewith. Notwithstanding the amounts payable pursuant to Section 2.6D as foregoing provisions of this subsection 2.1B, no LIBOR Loans may be made and no Base Rate Loan may be converted into a result LIBOR Loan until the earlier of the failure tenth Business Day after the Closing Date and the date specified by Administrative Agent to make such borrowingCompany on which the primary syndication of the Loans has been completed.

Borrowing Mechanics. Loans made on any Funding Date (other than Working Capital Swing Line Loans, Revolving Loans deemed made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(iv2.1A(ii) for the purpose of repaying any Refunded Swing Line Loans or Working Capital Revolving Loans made pursuant to subsection 3.3B for the purpose of reimbursing any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it ("LC REFUNDING LOANS")3.3B) shall be in an aggregate minimum amount of (i) with respect to Loans made as Base Rate Loans, $250,000 and multiples of $100,000 in excess of that amount and (ii) with respect to Loans made as Eurodollar Rate Loans, $1,000,000 and multiples of $100,000 in excess of that amount. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $250,000 and multiples of $10,000 100,000 in excess of that amount. Whenever Company Borrower desires that Lenders make Revolving Loans (other than Swing Line Loans or LC Refunding Loans) it shall deliver to Administrative Agent a duly executed Notice of Borrowing (i) in the case of a Eurodollar Rate Loan, no later than 12:00 Noon 11:00 A.M. (Chicago Los Angeles time) at least three Business Days in advance of the proposed Funding Date and (in the case of a Eurodollar Rate Loan, other than Eurodollar Loans to be made on the Closing Date or the Merger Date, if the Merger Date occurs on or prior to three Business Days after the Closing Dateii) or 12:00 Noon (Chicago time) on the proposed Funding Date (in the case of a Base Rate Loan), no later than 10:00 A.M. (Los Angeles time) on the proposed Funding Date. Whenever Company Borrower desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a duly executed Notice of Borrowing no later than 12:00 Noon 11:00 A.M. (Chicago Los Angeles time) on the proposed Funding Date. The Prior to the Closing Date, Borrower shall deliver a duly executed Notice of Borrowing shall specify (i) respecting the proposed Funding Date (which shall Term Loan, indicating the amount, if any, of the Term Loan that will initially be comprised of a Business Day)Base Rate Loan, (ii) and the amount and type or amounts, if any, of Loans requested, (iii) in the case Term Loan that will initially be comprised of Swing Line Loans, that such Loans shall be Base Rate Loans, (iv) in the case of any other Loans, whether such Loans shall be Base Rate Loans or Eurodollar Rate Loans, together with the amount and (v) in the case Interest Period of each such Eurodollar Rate Loan; provided that with respect to any Loans requested to be made as such Eurodollar Rate Loans, Borrower shall have delivered to Administrative Agent such Notice of Borrowing and an executed funding indemnity letter in form and substance reasonably satisfactory to Administrative Agent at least three Business Days prior to the initial Interest Period requested thereforClosing Date. Term Revolving Loans and Working Capital Loans comprising the Term Loan may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering the above-described a Notice of Borrowing, Company Borrower may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; PROVIDED provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Borrowing to Administrative Agent on or before the applicable Funding Date. Any Loans made on the Closing Date and on the Merger Date (if the Merger Date occurs on or prior to three Business Days after the Closing Date) may be Eurodollar Loans regardless of whether this Agreement has been executed at least three Business Days prior to such date and so long as Company has delivered a Notice of Borrowing with respect thereto on or prior to three Business Days prior to such date and has also delivered an indemnity agreement covering broken funding losses in form and substance reasonably satisfactory to Agents. Neither Administrative Agent nor any Lender shall incur any liability to Company Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer an Officer or other person authorized to borrow on behalf of Company Borrower or for otherwise acting in good faith under this subsection 2.1B2.1B or under subsection 2.2D, and upon funding of Loans by Lenders Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case in accordance with this Agreement Agreement, pursuant to any such telephonic notice Company Borrower shall have borrowed effected Loans or a conversion or continuation, as the case may be, hereunder. Company Borrower shall notify Administrative Agent prior to the funding of any Loans in the event that any of the matters to which Company Borrower is required to certify in the applicable Notice of Borrowing as being true and correct on any applicable Funding Date is not no longer true and correct as of the applicable Funding Date, and the acceptance by Company Borrower of the proceeds of any Loans shall constitute a re-certification by CompanyBorrower, as of the applicable Funding Date, as to the matters to which Company Borrower is required to certify in the applicable Notice of Borrowing as being true and correct on such Funding DateBorrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for, or a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company Borrower shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewith or to pay the amounts payable pursuant to Section 2.6D as a result of the failure to make such borrowingtherewith.

Borrowing Mechanics. Loans made on any Funding Date (other than Working Capital Loans deemed made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(iv1) for the purpose of repaying any Refunded Swing Line Loans or Working Capital Loans made pursuant to subsection 3.3B for the purpose of reimbursing any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it ("LC REFUNDING LOANS")) shall be in an aggregate minimum amount of $1,000,000 and multiples of $100,000 in excess of that amount. Swing Line LIBOR Loans made on any Funding Date shall be in an aggregate minimum amount of $250,000 1,000,000 and integral multiples of $10,000 500,000 in excess of that such amount. Whenever Company . (2) On any day when any Borrower desires that Lenders make Loans (other than Swing Line Loans or LC Refunding Loans) it a Revolving Advance under this subsection 2.1, Administrative Borrower shall deliver to give Administrative Agent telephonic notice of the proposed borrowing by 12:00 p.m. Chicago time on the Funding Date of a Notice of Borrowing no later than 12:00 Noon (Chicago time) at least Base Rate Loan and three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate LIBOR Loan, other than Eurodollar Loans to be made on the Closing Date or the Merger Date, if the Merger Date occurs on or prior to three Business Days after the Closing Date) or 12:00 Noon (Chicago time) on the proposed Funding Date (in the case of a Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a Notice of Borrowing no later than 12:00 Noon (Chicago time) on the proposed Funding Date. The Notice of Borrowing which notice shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount and type of Loans requested, (iii) in the case of Swing Line Loans, that such Loans shall be Base Rate Loans, (iv) in the case of any other Loans, whether such Loans shall be consist of Base Rate Loans or Eurodollar Rate LIBOR Loans, and (v) in the case of any Loans requested to be made as Eurodollar Rate and, for LIBOR Loans, the initial Interest Period requested thereforapplicable thereto. Term Loans and Working Capital Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering the above-described Notice of Borrowing, Company may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; PROVIDED that such notice shall be promptly confirmed in writing by delivery of a Notice of Borrowing to Administrative Agent on or before the applicable Funding Date. Any Loans made on the Closing Date and on the Merger Date (if the Merger Date occurs on or prior to three Business Days after the Closing Date) may initially shall be Eurodollar Loans regardless of whether this Agreement has been executed at least three Business Days prior to made as Base Rate Loans. Any such date and so long as Company has delivered telephonic notice shall be confirmed with a Notice of Borrowing with respect thereto on or prior to three Business Days prior to such date and has also delivered an indemnity agreement covering broken funding losses in form and substance reasonably satisfactory to Agentsthe same day. Neither Administrative Agent nor any Lender Lenders shall incur any liability to Company in any Borrower for acting upon any telephonic notice referred to above that or Notice of Borrowing Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to borrow on behalf of Company a Borrower or for otherwise acting in good faith under this subsection 2.1B, and upon funding of Loans by 2.1(D). Neither Administrative Agent nor Revolving Loan Lenders in accordance with this Agreement will be required to make any Revolving Advance pursuant to any such telephonic notice Company shall have borrowed Loans hereunder. Company shall notify unless Administrative Agent prior has also received the most recent Monthly Borrowing Base Certificate and Semi-Monthly Borrowing Base Certificate and all other documents required under Section 3 and the Reporting Rider hereof by 12:00 p.m. Chicago time. Each Revolving Advance shall be deposited by wire transfer in immediately available funds in such account as Borrowers may from time to the funding time designate to Administrative Agent in writing. The becoming due of any Loans in the event that amount required to be paid under this Agreement or any of the matters other Loan Documents as principal, Lender Letter of Credit reimbursement obligation, accrued interest and fees shall be deemed irrevocably to be an automatic request by Borrowers for a Revolving Advance, which Company is shall be a Base Rate Loan on the due date of, and in the amount required to certify in the applicable Notice pay (as set forth on Administrative Agent's books and records), such principal, Lender Letter of Borrowing as being true Credit reimbursement obligation, accrued interest and correct on any applicable Funding Date is not true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Loans shall constitute a certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Borrowing as being true and correct on such Funding Date. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing in accordance therewith or to pay the amounts payable pursuant to Section 2.6D as a result of the failure to make such borrowingfees.

Borrowing Mechanics. Except for Revolving Loans made on any Funding Date (other than Working Capital Loans deemed made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(iv) for the purpose of repaying any Refunded Swing Line Loans or Working Capital Loans made pursuant to subsection 3.3B for the purpose of reimbursing any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it ("LC REFUNDING LOANS")) shall be in an aggregate minimum amount of $1,000,000 and multiples of $100,000 in excess of that amount. Swing Line Closing Date, Revolving Loans made on any Funding Date shall be in an aggregate minimum amount of $250,000 1,000,000 and integral multiples of $10,000 100,000 in excess of that amount. Whenever Company desires Borrowers desire that Lenders make Loans (other than Swing Line Loans or LC Refunding Revolving Loans) it , they shall deliver to Administrative Agent a Notice of Borrowing to Administrative Agent no later than 12:00 Noon 1:00 P.M. (Chicago New York City time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate LIBOR Loan, other than Eurodollar Loans to be made on the Closing Date or the Merger Date, if the Merger Date occurs on or prior to three Business Days after the Closing Date) or 12:00 Noon (Chicago time) on at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a Notice of Borrowing no later than 12:00 Noon (Chicago time) on the proposed Funding Date. The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount and type Type of Loans requested, (iii) in the case of Swing Line Loans, that such Revolving Loans shall be Base Rate Loans, (iv) in not made on the case of any other LoansClosing Date, whether such Loans shall be Base Rate Loans or Eurodollar Rate LIBOR Loans, and (viv) in the case of any Loans requested to be made as Eurodollar Rate LIBOR Loans, the initial Interest Period requested therefortherefore, and (v) information about the account of Borrowers to be credited. Term Loans and Working Capital Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate LIBOR Loans in the manner provided in subsection 2.2D. In lieu of delivering the above-described Notice of Borrowing, Company Borrowers may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; PROVIDED that such notice shall be promptly confirmed in writing by delivery of a Notice of Borrowing to Administrative Agent on or before the applicable Funding Date. Any Loans made on the Closing Date and on the Merger Date (if the Merger Date occurs on or prior to three Business Days after the Closing Date) may be Eurodollar Loans regardless of whether this Agreement has been executed at least three Business Days prior to date such date and so long as Company has delivered a Notice of Borrowing with respect thereto on or prior to three Business Days prior to such date and has also delivered an indemnity agreement covering broken funding losses in form and substance reasonably satisfactory to Agentsnotice was given. Neither Administrative Agent nor any Lender shall incur any liability to Company Borrowers in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to borrow on behalf of Company Borrowers or for otherwise acting in good faith under this subsection 2.1B, and upon funding of Revolving Loans by Lenders in accordance with this Agreement pursuant to any such telephonic notice Company Borrowers shall have borrowed effected Revolving Loans hereunder. Company Borrowers shall notify Administrative Agent prior to the funding of any Revolving Loans in the event that any of the matters to which Company is Borrowers are required to certify in the applicable Notice of Borrowing as being true and correct on any applicable Funding Date is not no longer true and correct as of the applicable Funding 33 CREDIT AGREEMENT Date, and the acceptance by Company Borrowers of the proceeds of any Revolving Loans shall constitute a re-certification by CompanyBorrowers, as of the applicable Funding Date, as to the matters to which Company is Borrowers are required to certify in the applicable Notice of Borrowing as being true and correct on such Funding DateBorrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for a Eurodollar Rate LIBOR Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Dateonce Administrative Agent receives such notice, and Company Borrowers shall be bound to make a borrowing in accordance therewith or to pay the amounts payable pursuant to Section 2.6D as a result of the failure to make such borrowingtherewith.

Borrowing Mechanics. Term Loans, Revolving Term Loans or Revolving Loans made on any Funding Date (other than Working Capital Revolving Loans deemed made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(iv) for the purpose of repaying any Refunded Swing Line Loans or Working Capital Revolving Loans made pursuant to subsection 3.3B for the purpose of reimbursing any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it it) that are made as ("LC REFUNDING LOANS")i) Eurodollar Rate Loans shall be in an aggregate minimum amount of $1,000,000 5,000,000 and integral multiples of $100,000 1,000,000 in excess of that amount or (ii) Base Rate Loans shall be in an aggregate minimum amount of $2,000,000 and integral multiples of $500,000 in excess of that amount. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $250,000 500,000 and integral multiples of $10,000 100,000 in excess of that amount. Whenever Company desires that Lenders make Loans (other than Swing Line Term Loans, Revolving Term Loans or LC Refunding Loans) Revolving Loans under subsection 2.1A, it shall deliver to Administrative Agent a Notice of Borrowing no later than 12:00 Noon (Chicago New York time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan, other than Eurodollar Loans to be made on the Closing Date or the Merger Date, if the Merger Date occurs on or prior to three Business Days after the Closing Date) or 12:00 Noon (Chicago time) on at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line LoanLoan under subsection 2.1A(iv), it shall deliver to Administrative Agent a Notice of Borrowing no later than 12:00 Noon (Chicago New York time) on the proposed Funding Date. The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount and type Type of Loans requested, (iii) in the case of Swing Line Loans, that such Loans shall be Base Rate Loans, (iv) in the case of any other Loans, whether such Loans shall be Base Rate Loans or Eurodollar Rate Loans, and (v) in the case of any Loans requested to be made as Eurodollar Rate Loans, the initial Interest Period requested therefor. Term Loans, Revolving Term Loans and Working Capital Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering the above-described Notice of Borrowing, Company may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; PROVIDED provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Borrowing to Administrative Agent on or before the applicable Funding Date. Any Loans made on the Closing Date and on the Merger Date (if the Merger Date occurs on or prior to three Business Days after the Closing Date) may be Eurodollar Loans regardless of whether this Agreement has been executed at least three Business Days prior to such date and so long as Company has delivered a Notice of Borrowing with respect thereto on or prior to three Business Days prior to such date and has also delivered an indemnity agreement covering broken funding losses in form and substance reasonably satisfactory to Agents. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative 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 2.1B, and upon funding of Loans by Lenders in accordance with this Agreement pursuant to any such telephonic notice Company shall have borrowed Loans hereunder. Company shall notify Administrative Agent prior to the funding of any Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Borrowing as being true and correct on any applicable Funding Date is not true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Loans shall constitute a certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Borrowing as being true and correct on such Funding Date. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing in accordance therewith or to pay the amounts payable pursuant to Section 2.6D as a result of the failure to make such borrowing.borrow

Borrowing Mechanics. Term Loans or Revolving Loans (including any such Loans made as Eurodollar Rate Loans with a particular Interest Period) made on any Funding Date (other than Working Capital Revolving Loans deemed made pursuant to a request by the Swing Line Lender pursuant to subsection 2.1A(iv) for the purpose of repaying any Refunded Swing Line Loans or Working Capital and Revolving Loans made pursuant to subsection 3.3B for the purpose of reimbursing any the Issuing Lender Bank for the amount of a drawing or payment under a Letter of Credit issued by it ("LC REFUNDING LOANS")it) shall be in an aggregate minimum amount of $500,000 and integral multiples of $100,000 in excess of that amount; provided that any Eurodollar Rate Loan shall be in a -------- minimum amount of $1,000,000 and integral multiples of $100,000 in excess of that amount. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $250,000 100,000 and integral multiples of $10,000 50,000 in excess of that amount. Whenever Company desires that the Lenders make Loans (other than Swing Line Term Loans or LC Refunding Loans) Revolving Loans it shall deliver to the Administrative Agent a Notice of Borrowing no later than 12:00 Noon p.m. (Chicago New York time) ), at least three (3) Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan, other than Eurodollar Loans to be made on the Closing Date or the Merger Date, if the Merger Date occurs on or prior to three at least one (1) Business Days after the Closing Date) or 12:00 Noon (Chicago time) on Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). Whenever Company desires that the Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a Notice of Borrowing no later than 12:00 Noon p.m. (Chicago New York time) on the proposed Funding Date. The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount and type of Loans requested, (iii) in the case of Swing Line Loans, that such Loans shall be Base Rate Loans, (iv) in the case of any Loans other than Swing Line Loans, whether such Loans shall be Base Rate Loans or Eurodollar Rate Loans, and (v) in the case of any Loans requested to be made as Eurodollar Rate Loans, the initial Interest Period requested therefor. Term Loans and Working Capital Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering the above-described Notice of Borrowing, Company may give the Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; PROVIDED provided that such notice shall -------- be promptly confirmed in writing by delivery of a Notice of Borrowing to the Administrative Agent on or before the applicable Funding Date. Any Loans made on Neither the Closing Date and on the Merger Date (if the Merger Date occurs on or prior to three Business Days after the Closing Date) may be Eurodollar Loans regardless of whether this Agreement has been executed at least three Business Days prior to such date and so long as Company has delivered a Notice of Borrowing with respect thereto on or prior to three Business Days prior to such date and has also delivered an indemnity agreement covering broken funding losses in form and substance reasonably satisfactory to Agents. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that the Administrative 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 2.1B, and upon funding of Loans by the Lenders in accordance with this Agreement pursuant to any such telephonic notice notice, Company shall have borrowed effected Loans hereunder. Company shall notify the Administrative Agent prior to the funding of any Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Borrowing as being are no longer true and correct on any applicable Funding Date (with such materiality qualifications as is not true and correct set forth in a particular matter to which Company is required to certify) as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Loans shall constitute a re- certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Borrowing as being true and correct on such Funding DateBorrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Related Interest Rate Determination Date, and Company shall be bound to make a borrowing in accordance therewith or to pay the amounts payable pursuant to Section 2.6D as a result of the failure to make such borrowingtherewith.

Borrowing Mechanics. Loans made on any Funding Date as Base Rate Loans (other than Working Capital Revolving Loans deemed made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(iv2.1A(iii) for the purpose of repaying any Refunded Swing Line Loans or Working Capital Revolving Loans made pursuant to subsection 3.3B for the purpose of reimbursing any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it ("LC REFUNDING LOANS")it) shall be in an aggregate minimum amount of $1,000,000 1 million and multiples of $100,000 50,000 in excess of that amount and Loans made on any Funding Date as LIBO Rate Loans with a particular Interest Period shall be in an aggregate minimum amount of $3 million and multiples of $500,000 in excess of that amount. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $250,000 200,000 and multiples of $10,000 50,000 in excess of that amount. Whenever Company desires that Lenders make Loans (other than Swing Line Loans or LC Refunding Loans) it shall deliver to Administrative Agent a Notice of Borrowing no later than 12:00 Noon (Chicago New York City time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar LIBO Rate Loan, other than Eurodollar Loans to be made on the Closing Date or the Merger Date, if the Merger Date occurs on or prior to three Business Days after the Closing Date) or 12:00 Noon (Chicago time) on at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a Notice of Borrowing no later than 12:00 Noon 1:00 P.M. (Chicago New York City time) on the proposed Funding Date. The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount and type of Loans requested, (iii) in the case of Swing Line Loans, that such Loans shall be Base Rate Loans, (iv) in the case of any other Loans, whether such Loans shall be Base Rate Loans or Eurodollar LIBO Rate Loans, and (v) in the case of any Loans requested to be made as Eurodollar LIBO Rate Loans, the initial Interest Period requested therefor. Term Loans and Working Capital Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar LIBO Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering the above-described Notice of Borrowing, Company may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; PROVIDED provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Borrowing to Administrative Agent on or before the applicable Funding Date. Any Loans made on the Closing Date and on the Merger Date (if the Merger Date occurs on or prior to three Business Days after the Closing Date) may be Eurodollar Loans regardless date of whether this Agreement has been executed at least three Business Days prior to such date and so long as Company has delivered a Notice of Borrowing with respect thereto on or prior to three Business Days prior to such date and has also delivered an indemnity agreement covering broken funding losses in form and substance reasonably satisfactory to Agentstelephonic notice. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative 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 2.1B, and upon funding of Loans by Lenders in accordance with this Agreement pursuant to any such telephonic notice Company shall have borrowed effected Loans hereunder. Company shall notify Administrative Agent prior to the funding of any Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Borrowing as being true and correct on any applicable Funding Date is not no longer true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Loans shall constitute a re-certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Borrowing as being true and correct on such Funding DateBorrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for a Eurodollar LIBO Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing in accordance therewith or to pay the amounts payable pursuant to Section 2.6D as a result of the failure to make such borrowingtherewith.

Borrowing Mechanics. The Term Loans made on any Funding Date shall initially be Base Rate Loans. Revolving Loans (other than Working Capital Loans deemed made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(iv) for the purpose of repaying any Refunded Swing Line Loans or Working Capital Revolving Loans made pursuant to subsection 3.3B 3.1 for the purpose of reimbursing any Issuing Lender L/C Issuer for the amount of a drawing under a Letter of Credit issued by it ("LC REFUNDING LOANS")it) shall be in an aggregate minimum amount of $1,000,000 and multiples of $100,000 in excess of that amount. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $250,000 1,000,000 and integral multiples of $10,000 100,000 in excess of that amount. Whenever Company Borrower desires that Lenders make Revolving Loans (other than Swing Line Loans or LC Refunding Loans) to Borrower it shall deliver to Administrative Agent a Notice of Borrowing no later than 12:00 Noon 11:00 A.M. (Chicago New York, New York time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate LIBOR Loan, other than Eurodollar Loans to be made on the Closing Date or the Merger Date, if the Merger Date occurs on or prior to three Business Days after the Closing Date) or 12:00 Noon (Chicago time) on at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a Notice of Borrowing no later than 12:00 Noon (Chicago time) on the proposed Funding Date. The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount and type of Revolving Loans requested, (iii) in the case of Swing Line Loans, that such Revolving Loans shall be Base Rate Loans, (iv) in not made on the case of any other LoansClosing Date, whether such Loans shall be Base Rate Loans or Eurodollar Rate LIBOR Loans, and (viv) in the case of any Loans requested to be made as Eurodollar Rate LIBOR Loans, the initial Interest Period requested therefor. Term Loans and Working Capital Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate LIBOR Loans in the manner provided in subsection 2.2D. In lieu of delivering the above-described Notice of Borrowing, Company Borrower may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; PROVIDED provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Borrowing to Administrative Agent on or before the applicable Funding Date. Any Loans made on the Closing Date and on the Merger Date (if the Merger Date occurs on or prior to three Business Days after the Closing Date) may be Eurodollar Loans regardless of whether this Agreement has been executed at least three Business Days prior to such date and so long as Company has delivered a Notice of Borrowing with respect thereto on or prior to three Business Days prior to such date and has also delivered an indemnity agreement covering broken funding losses in form and substance reasonably satisfactory to Agents. Neither Administrative Agent nor any Lender shall incur any liability to Company Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to borrow on behalf of Company Borrower or for otherwise acting in good faith under this subsection 2.1B, and upon funding of Loans by Lenders in accordance with this Agreement pursuant to any such telephonic notice Company Borrower shall have borrowed effected Loans hereunder. Company Borrower shall notify Administrative Agent prior to the funding of any Loans in the event that any of the matters to which Company Borrower is required to certify in the applicable Notice of Borrowing as being true and correct on any applicable Funding Date is not no longer true and correct as of the applicable Funding Date, and the acceptance by Company Borrower of the proceeds of any Loans shall constitute a re-certification by CompanyBorrower, as of the applicable Funding Date, as to the matters to which Company Borrower is required to certify in the applicable Notice of Borrowing as being true and correct on such Funding Date. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing in accordance therewith or to pay the amounts payable pursuant to Section 2.6D as a result of the failure to make such borrowingBorrowing.

Borrowing Mechanics. Tranche A Term Loans, Tranche B Term Loans or Revolving Loans made on any Funding Date (other than Working Capital Revolving Loans deemed made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(iv) for the purpose of repaying any Refunded Swing Line Loans or Working Capital Revolving Loans made pursuant to subsection 3.3B for the purpose of reimbursing any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it ("LC REFUNDING LOANS")it) shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $500,000 in excess of that amount; provided that Tranche A Term Loans, Tranche B Term Loans or Revolving Loans made on any Funding Date as Eurodollar Rate Loans with a particular Interest Period shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $100,000 in excess of that amount. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $250,000 500,000 and integral multiples of $10,000 100,000 in excess of that amount. Whenever Company desires that Lenders make Loans (other than Swing Line Term Loans or LC Refunding Loans) Revolving Loans it shall deliver to Administrative Agent a Notice of Borrowing no later than 12:00 Noon 10:00 A.M. (Chicago New York City time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan, other than Eurodollar Loans to be made on the Closing Date or the Merger Date, if the Merger Date occurs on or prior to three Business Days after the Closing Date) or 12:00 Noon (Chicago time) on at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a Notice of Borrowing no later than 12:00 Noon (Chicago New York City time) on the proposed Funding Date. The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount and type of Loans requested, (iii) in the case of Swing Line LoansLoans and any Loans made on the Closing Date, that such Loans shall be Base Rate Loans, (iv) in the case of any other LoansRevolving Loans not made on the Closing Date, whether such Loans shall be Base Rate Loans or Eurodollar Rate Loans, and (v) in the case of any Loans requested to be made as Eurodollar Rate Loans, the initial Interest Period requested therefor. Term Loans and Working Capital Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering the above-described Notice of Borrowing, Company may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; PROVIDED provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Borrowing to Administrative Agent on or before the applicable Funding Date. Any Loans made on the Closing Date and on the Merger Date (if the Merger Date occurs on or prior to three Business Days after the Closing Date) may be Eurodollar Loans regardless of whether this Agreement has been executed at least three Business Days prior to such date and so long as Company has delivered a Notice of Borrowing with respect thereto on or prior to three Business Days prior to such date and has also delivered an indemnity agreement covering broken funding losses in form and substance reasonably satisfactory to Agents. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative 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 2.1B, and upon funding of Loans by Lenders in accordance with this Agreement pursuant to any such telephonic notice Company shall have borrowed effected Loans hereunder. Company shall notify Administrative Agent prior to the funding of any Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Borrowing as being true and correct on any applicable Funding Date is not no longer true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Loans shall constitute a re-certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Borrowing as being true and correct on such Funding DateBorrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing in accordance therewith or to pay the amounts payable pursuant to Section 2.6D as a result of the failure to make such borrowingtherewith.

Borrowing Mechanics. Term Loans or Revolving Loans (including any such Loans made as Eurodollar Rate Loans with a particular Interest Period) made on any Funding Date (other than Working Capital Revolving Loans deemed made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(iv2.1A(iii) for the purpose of repaying any Refunded Swing Line Loans or Working Capital Revolving Loans made pursuant to subsection 3.3B for the purpose of reimbursing any Issuing Lender for the amount of a drawing or payment under a Letter of Credit issued by it ("LC REFUNDING LOANS")it) shall be in an aggregate minimum amount of $1,000,000 500,000 and integral multiples of $100,000 250,000 in excess of that amount. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $250,000 and integral multiples of $10,000 100,000 in excess of that amount. Whenever Company desires that Lenders make Loans (other than Swing Line Term Loans or LC Refunding Loans) Revolving Loans it shall deliver to Administrative Agent on behalf of Company a Notice of Borrowing no later than 12:00 Noon (Chicago New York time) ), at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan, other than Eurodollar Loans to be made on the Closing Date or the Merger Date, if the Merger Date occurs on or prior to three at least one Business Days after the Closing Date) or 12:00 Noon (Chicago time) on Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a Notice of Borrowing no later than 12:00 Noon (Chicago New York time) on the proposed Funding Date. The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount and type of Loans requested, (iii) in the case of Swing Line Loans, that such Loans shall be Base Rate Loans, (iv) in the case of any Loans other than Swing Line Loans, whether such Loans shall be Base Rate Loans or Eurodollar Rate Loans, and (v) in the case of any Loans requested to be made as Eurodollar Rate Loans, the initial Interest Period requested therefor. Term Loans and Working Capital Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering the above-described Notice of Borrowing, Company may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; PROVIDED provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Borrowing to Administrative Agent on or before the applicable Funding Date. Any Loans made on the Closing Date and on the Merger Date (if the Merger Date occurs on or prior to three Business Days after the Closing Date) may be Eurodollar Loans regardless of whether this Agreement has been executed at least three Business Days prior to such date and so long as Company has delivered a Notice of Borrowing with respect thereto on or prior to three Business Days prior to such date and has also delivered an indemnity agreement covering broken funding losses in form and substance reasonably satisfactory to Agents. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative 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 2.1B, and upon funding of Loans by Lenders in accordance with this Agreement pursuant to any such telephonic notice Company shall have borrowed effected Loans hereunder. Company shall notify Administrative Agent prior to the funding of any Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Borrowing as being true and correct on any applicable Funding Date is not are no longer true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Loans shall constitute a re-certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Borrowing as being true and correct on such Funding DateBorrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a 40 borrowing in accordance therewith or to pay the amounts payable pursuant to Section 2.6D as a result of the failure to make such borrowingtherewith.

Borrowing Mechanics. Loans made on any Funding Date (other than Working Capital Loans deemed made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(iva) for the purpose of repaying any Refunded Swing Line Loans or Working Capital Loans made pursuant to subsection 3.3B for the purpose of reimbursing any Issuing Lender for the Any amount of a drawing under a Letter Series A New Term Loans borrowed and subsequently repaid or prepaid may not be reborrowed. Series A New Term Loans that are Base Rate Loans shall be made in an aggregate minimum amount of Credit issued by it ("LC REFUNDING LOANS")) $1,000,000 and integral multiples of $100,000 in excess of that amount, and Series A New Term Loans that are Eurodollar Rate Loans shall be in an aggregate minimum amount of $1,000,000 2,000,000 and integral multiples of $100,000 in excess of that amount. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount . (b) Subject to Section 3.3(ii) of $250,000 and multiples of $10,000 in excess of that amount. Whenever Company this Agreement, whenever Borrower desires that Lenders make Series A New Term Loans (other than Swing Line Loans or LC Refunding Loans) it the date of such drawing, a “Series A New Term Loan Draw Date”), Borrower shall deliver to Administrative Agent a fully executed Funding Notice of Borrowing (x) no later than 12:00 Noon 11:00 a.m. (Chicago New York City time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan, other than Eurodollar Loans with respect to be made on the Closing Date or the Merger Date, if the Merger Date occurs on or prior to three Business Days after the Closing Date) or 12:00 Noon (Chicago time) on the proposed Funding Date (in the case of a Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a Notice of Borrowing no later than 12:00 Noon (Chicago time) on the proposed Funding Date. The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount and type of Loans requested, (iii) in the case of Swing Line Loans, that such Loans shall be Base Rate Loans, (iv) in the case of any other Loans, whether such Loans shall be Base Rate Loans or Eurodollar Rate Loans, and (v) in the case of any Loans requested to be made as Eurodollar Rate Loans, the initial Interest Period requested therefor. Term Loans and Working Capital Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering the above-described Notice of Borrowing, Company may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; PROVIDED that such notice shall be promptly confirmed in writing by delivery of a Notice of Borrowing to Administrative Agent on or before the applicable Funding Date. Any Loans made on the Closing Date and on the Merger Date (if the Merger Date occurs on or prior to three Business Days after the Closing Datez) may be Eurodollar Loans regardless of whether this Agreement has been executed at least three Business Days prior to such date and so long as Company has delivered a Notice of Borrowing any Series A New Term Loan Draw Date with respect thereto to any Series A New Term Loans which are Eurodollar Rate Loans (or such shorter period as may be acceptable to Administrative Agent); provided that, with respect to Series A New Term Loans that are Base Rate Loans requested to be made on the Joinder Effective Date, Borrower shall deliver such Funding Notice no later than 11:00 a.m. (New York City time) on the Joinder Effective Date. Promptly upon receipt by Administrative Agent of such Funding Notice, Administrative Agent shall notify each Lender of the proposed borrowing. (c) Each Series A New Term Loan Lender shall make its Series A New Term Loan available to Administrative Agent not later than 12:00 p.m. (New York City time) on any such Series A New Term Loan Draw Date, by wire transfer of same day funds in Dollars, at the principal office designated by Administrative Agent. Upon satisfaction or waiver of the conditions precedent specified herein, Administrative Agent shall make the proceeds of the Series A New Term Loan available to Borrower on the Series A New Term Loan Draw Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent from Series A New Term Loan Lenders to be credited to the account of Borrower at the Principal Office designated by Administrative Agent or to such other account as may be designated in writing to Administrative Agent by Borrower. (d) Notwithstanding anything herein to the contrary, Borrower shall not be permitted to deliver a Funding Notice in respect of Series A New Term Loans, and the Series A New Term Loan Lenders shall not be required to fund Series A New Term Loans pursuant to their respective Series A New Term Loan Commitments, other than: (i) Series A New Term Loans in an aggregate principal amount of up to $134,000,000, on or prior after the date of the consummation of the Xxxxxxxxx Project Acquisition; (ii) Series A New Term Loans in an aggregate principal amount of up to three Business Days prior $171,250,000, in the event the Stateline Project Acquisition shall consist of the acquisition of a 50% equity interest in FSAM DS, on or after the date of the consummation of the Stateline Project Acquisition; and (iii) Series A New Term Loans in an aggregate principal amount of up to such $250,000,000, in the event the Stateline Project Acquisition shall consist of the acquisition of a 100% equity interest in FSAM DS, on or after the date of the consummation of the Stateline Project Acquisition; provided that, in each case, whether one or both of the Xxxxxxxxx Project Acquisition and has also delivered an indemnity agreement covering broken funding losses in form and substance reasonably satisfactory to Agents. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to borrow on behalf Stateline Project Acquisition are consummated, the aggregate principal amount of Company or for otherwise acting in good faith under this subsection 2.1B, and upon funding of Series A New Term Loans by Lenders in accordance with this Agreement requested pursuant to any such telephonic notice Company Funding Notice and required to be funded by any Series A New Term Loan Lender, shall have borrowed Loans hereunder. Company shall notify Administrative Agent prior to not exceed the funding of any Loans in the event that any amount of the matters to which Company is required to certify in then outstanding Series A New Term Loan Commitments less the applicable Notice aggregate amount of Borrowing as being true and correct on any applicable Funding Date is not true and correct as of the applicable Funding Dateall outstanding Series A New Term Loans previously funded, and the acceptance by Company of the proceeds of any Loans shall constitute a certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Borrowing as being true and correct on such Funding Date. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing in accordance therewith or to pay the amounts payable pursuant to Section 2.6D as a result of the failure to make such borrowingif any.

Borrowing Mechanics. Loans made on any Funding On each occasion occurring prior to the date ten (10) Business Days prior to the Delayed-Draw Term Loan Commitment Termination Date (other than Working Capital and at least 30 days after the immediately preceding date of a Delayed-Draw Term Loan borrowing, if any) that either (x) the aggregate principal amount of Revolving Loans equals or exceeds $30,000,000 or (y) the Borrower delivers to the Administrative Agent a Delayed-Draw Term Loan Borrowing Request for a Delayed-Draw Term Loan of at least $10,000,000 (or an integral multiple of $1,000,000 in excess thereof, or the remaining amount of the Delayed-Draw Term Loan Committed Amount, if less), the Borrower shall be deemed to have requested a Delayed-Draw Term Loan borrowing (which request shall be irrevocable) (A) in an aggregate principal amount equal to (1) in the case of a borrowing request deemed to have been made pursuant to clause (x) of this subsection (i), the lesser of (I) the amount by which the aggregate principal amount of Revolving Loans outstanding on the date such borrowing request is deemed to have been made exceeds $20,000,000 and (II) the remaining amount of the Delayed-Draw Term Loan Committed Amount, or (2) in the case of a borrowing request by Swing Line Lender pursuant to subsection 2.1A(iv) for the purpose of repaying any Refunded Swing Line Loans or Working Capital Loans made pursuant to clause (y) of this subsection 3.3B for the purpose of reimbursing any Issuing Lender for (i), the amount of a drawing under a Letter of Credit issued by it the requested borrowing as set forth in the related Delayed-Draw Term Loan Borrowing Request, ("LC REFUNDING LOANS")B) shall to be in an aggregate minimum amount of $1,000,000 funded on the date ten (10) Business Days thereafter (or such later date as the Fronting Bank and multiples of $100,000 in excess of that amount. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $250,000 and multiples of $10,000 in excess of that amount. Whenever Company desires that Lenders make Loans (other than Swing Line Loans or LC Refunding Loans) it shall deliver to the Administrative Agent may agree with the Borrower in order to minimize the incurrence of costs by the Borrower pursuant to Section 3.12(a) in connection with such borrowing) and (C) unless the Borrower shall specify otherwise in a Notice of Borrowing no written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent not later than 12:00 Noon (Chicago time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate LoanCharlotte, other than Eurodollar Loans to be made on the Closing Date or the Merger Date, if the Merger Date occurs on or prior to three Business Days after the Closing Date) or 12:00 Noon (Chicago North Carolina time) on the proposed Funding Date (in third Business Day prior to the case date of the applicable borrowing, to consist of a Base Rate Loan. The Administrative Agent shall give notice (a “Delayed-Draw Term Loan Funding Notice”) to the Fronting Bank and each affected Lender promptly upon the occurrence of any request or deemed request for a Delayed-Draw Term Loan pursuant to this Section 2.3(b)(i). Whenever Company desires that Swing Line Lender make a Swing Line , specifying the aggregate principal amount of such Delayed-Draw Term Loan, it shall deliver to Administrative Agent a Notice of Borrowing no later than 12:00 Noon (Chicago time) on the proposed Funding Date. The Notice of Borrowing shall specify (i) the proposed Funding Date (which whether such Delayed-Draw Term Loan shall be a Business Day), (ii) the amount and type comprised of Loans requested, (iii) in the case of Swing Line Loans, that such Loans shall be Base Rate Loans, (iv) in the case of any other Loans, whether such Loans shall be Base Rate Eurodollar Loans or Eurodollar Rate Loansa combination thereof, and (v) in the case of any if Eurodollar Loans requested to be made as Eurodollar Rate Loansare requested, the initial Interest Period requested therefor. Period(s) therefor and the portion of such Delayed-Draw Term Loans and Working Capital Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering the above-described Notice of Borrowing, Company may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; PROVIDED that Loan which each such notice shall be promptly confirmed in writing by delivery of a Notice of Borrowing to Administrative Agent on or before the applicable Funding Date. Any Loans made on the Closing Date and on the Merger Date (if the Merger Date occurs on or prior to three Business Days after the Closing Date) may be Eurodollar Loans regardless of whether this Agreement has been executed at least three Business Days prior to such date and so long as Company has delivered a Notice of Borrowing with respect thereto on or prior to three Business Days prior to such date and has also delivered an indemnity agreement covering broken funding losses in form and substance reasonably satisfactory to Agents. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative 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 2.1B, and upon funding of Loans by Lenders in accordance with this Agreement pursuant to any such telephonic notice Company shall have borrowed Loans hereunder. Company shall notify Administrative Agent prior to the funding of any Loans in the event that any of the matters to which Company is required to certify in purchase. Notwithstanding any other provision of this Credit Agreement to the applicable Notice of Borrowing as being true and correct on any applicable Funding Date is not true and correct as of the applicable Funding Datecontrary, and the acceptance by Company of the proceeds of any borrowing of Delayed-Draw Term Loans shall constitute a certification by Company, as deemed to have been requested pursuant to clause (x) of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Borrowing as being true and correct on such Funding Date. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for a Eurodollar Rate Loan this subsection (or telephonic notice in lieu thereofi) shall be irrevocable on and after applied to the related Interest Rate Determination Date, and Company shall be bound to make a borrowing in accordance therewith or to pay the amounts payable pursuant to Section 2.6D as a result repayment of the failure to make such borrowingRevolving Loans.

Borrowing Mechanics. Loans made on any Funding Date (other than Working Capital Loans deemed made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(iv) for the purpose of repaying any Refunded Swing Line Loans or Working Capital Revolving Loans made pursuant to subsection 3.3B for the purpose of reimbursing any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it ("LC REFUNDING LOANS"it)) , shall be in an aggregate minimum amount of (y) $1,000,000 3,000,000 and integral multiples of $100,000 1,000,000 in excess of that amount. Swing Line amount in the case of Term A Loans made on any Funding Date shall be in an aggregate minimum amount of and Term B Loans and (z) $250,000 1,000,000 and integral multiples of $10,000 500,000 in excess the case of that amountRevolving Loans. Whenever Company the Borrowers desire that Lenders make Term Loans (other than the Initial Credit Extensions on the Closing Date, Term A Loans on the Term A Loan Commitment Termination Date, and Term B Delayed Draw Loans on the Term B Delayed Draw Loan Commitment Termination Date) or Project Cost Revolving Loans, the Borrowers shall deliver to the Disbursement Agent the Advance Request and related documentation required by the terms of Section 2.4.1(a) of the Disbursement Agreement. Whenever Venetian desires that Lenders make Revolving Loans (other than Swing Line Loans or LC Refunding that are not Project Cost Revolving Loans) , it shall deliver to the Administrative Agent a Borrowing Notice of Borrowing no later than 12:00 Noon 1:00 p.m. (Chicago New York City time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan, other than Eurodollar Loans to be made on the Closing Date or the Merger Date, if the Merger Date occurs on or prior to three Business Days after the Closing Date) or 12:00 Noon (Chicago time) on at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a The Borrowing Notice of Borrowing no later than 12:00 Noon (Chicago time) on the proposed Funding Date. The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount and type of Revolving Loans requested, (iii) in the case of Swing Line Loans, that such Loans shall be Base Rate Loans, (iv) in the case of any other Loans, whether such Revolving Loans shall be Base Rate Loans or Eurodollar Rate Loans, and (viv) in the case of any Loans requested to be made as Eurodollar Rate Loans, the initial Interest Period requested therefor. Term Loans and Working Capital Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering the above-described Notice of Borrowing, Company may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; PROVIDED that such notice shall be promptly confirmed in writing by delivery of a Notice of Borrowing to Administrative Agent on or before the applicable Funding Date. Any Loans made on the Closing Date and on the Merger Date (if the Merger Date occurs on or prior to three Business Days after the Closing Date) may be Eurodollar Loans regardless of whether this Agreement has been executed at least three Business Days prior to such date and so long as Company has delivered a Notice of Borrowing with respect thereto on or prior to three Business Days prior to such date and has also delivered an indemnity agreement covering broken funding losses in form and substance reasonably satisfactory to Agents. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative 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 2.1B, and upon funding of Loans by Lenders in accordance with this Agreement pursuant to any such telephonic notice Company shall have borrowed Loans hereunder. Company Venetian shall notify Administrative Agent prior to the funding of any such Revolving Loans in the event that any of the matters to which Company Venetian is required to certify in the applicable Borrowing Notice of Borrowing as being true and correct on any applicable Funding Date is not no longer true and correct as of the applicable Funding Date, and the acceptance by Company Venetian of the proceeds of any such Revolving Loans shall constitute a certification recertification by CompanyVenetian, as of the applicable Funding Date, as to the matters to which Company Venetian is required to certify in the applicable Notice Borrowing Notice. The parties hereto acknowledge and confirm that notwithstanding any other provision of Borrowing as being true this Agreement, only Venetian shall have the right to borrow any Revolving Loans, and correct shall not be permitted to request that any Revolving Loans be made on such Funding the Closing Date, other than up to $60,000,000 of Letter of Credit Usage and/or Revolving Loans to collateralize existing Letters of Credit. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Borrowing Notice of Borrowing for a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company Borrowers shall be bound to make a borrowing in accordance therewith or therewith. All proceeds of Term B Funded Loans not otherwise used to pay the amounts payable pursuant to Section 2.6D as consummate a result portion of the failure Refinancing or pay Transaction Costs on the Closing Date shall be deposited in the Holding Account. All Term A Loans not otherwise borrowed prior to the Term A Loan Commitment Termination Date may be borrowed on the Term A Loan Commitment Termination Date and deposited in the Bank Proceeds Account, following delivery of a Borrowing Notice with respect to such Term A Loans setting forth the information required thereby. All Term B Delayed Draw Loans not otherwise borrowed prior to the Term B Delayed Draw Loan Commitment Termination Date may be borrowed on the Term B Delayed Draw Loan Commitment Termination Date and deposited in the Bank Proceeds Account, following delivery of a Borrowing Notice with respect to such Term B Delayed Draw Loans setting forth the information requested thereby. The Borrowers hereby agree not to request that Lenders make such borrowingTerm A Loans until all Term B Loans have been drawn, and not to request that Lenders make Project Cost Revolving Loans until all Term A Loans have been drawn.

Borrowing Mechanics. Except for Revolving Loans made on the Closing Date, Revolving Loans made on any Funding Date (other than Working Capital Revolving Loans deemed made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(iv) for the purpose of repaying any Refunded Swing Line Loans or Working Capital Revolving Loans made pursuant to subsection 3.3B for the purpose of reimbursing any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it ("LC REFUNDING LOANS")it) shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $100,000 in excess of that amount; PROVIDED that Revolving Loans made on any Funding Date as LIBOR Loans with a particular Interest Period shall be in an aggregate minimum amount of $2,000,000 and integral multiples of $100,000 in excess of that amount. Any Swing Line Loans Loan made on any Funding Date shall be in an aggregate a minimum amount of $250,000 and integral multiples of $10,000 100,000 in excess of that amount. Whenever Company Borrower desires that Lenders make Revolving Loans (other than Swing Line Loans or LC Refunding Loans) it shall deliver to Administrative Agent a Notice of Borrowing no later than 12:00 Noon 10:00 A.M. (Chicago New York City time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate LIBOR Loan, other than Eurodollar Loans to be made on the Closing Date or the Merger Date, if the Merger Date occurs on or prior to three Business Days after the Closing Date) or 12:00 Noon (Chicago time) on at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). Whenever Company Borrower desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Swing Line Lender at Swing Line Lender's Office (with a copy to Administrative Agent at Administrative Agent's Office) a Notice of Borrowing no later than 12:00 Noon (Chicago New York City time) on the proposed Funding Date. The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount and type Type of Loans requested, (iii) in the case of Swing Line LoansLoans and any Loans made on the Closing Date, that such Loans shall be Base Rate Loans, (iv) in the case of any other LoansRevolving Loans not made on the Closing Date, whether such Loans shall be Base Rate Loans or Eurodollar Rate LIBOR Loans, and (v) in the case of any Loans requested to be made as Eurodollar Rate LIBOR Loans, the initial Interest Period requested therefortherefor and (vi) information about the account of Borrower to be credited. Term Loans and Working Capital Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate LIBOR Loans in the manner provided in subsection 2.2D. In lieu of delivering the above-described Notice of BorrowingBorrowing for any Loan other than a Swing Line Loan, Company Borrower may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; PROVIDED that such notice shall be promptly confirmed in writing by delivery of a Notice of Borrowing to Administrative Agent on or before the applicable Funding Date. Any Loans made at Administrative Agent's Office no later than 2:00 p.m. (New York City time) on the Closing Date and on date such notice was given. In lieu of delivering the Merger Date (if above-described Notice of Borrowing for any Swing Line Loan, Borrower may give Swing Line Lender telephonic notice by the Merger Date occurs on or prior to three Business Days after the Closing Date) may required time of any proposed borrowing under this subsection 2.1B; PROVIDED that such notice shall be Eurodollar Loans regardless promptly confirmed in writing by delivery of whether this Agreement has been executed at least three Business Days prior to such date and so long as Company has delivered a Notice of Borrowing to Swing Line Lender at Swing Line Lender's Office (with respect thereto on or prior a copy to three Business Days prior to such date and has also delivered an indemnity agreement covering broken funding losses in form and substance reasonably satisfactory to Agents. Neither Administrative Agent nor at Administrative Agent's Office) no later than 2:00 p.m. (New York City time) on the date such notice was given None of Administrative Agent, Swing Line Lender or any Lender shall incur any liability to Company Borrower in acting upon any telephonic notice referred to above that Administrative Agent or Swing Line Lender believes in good faith to have been given by a duly authorized officer Officer or other person authorized to borrow on behalf of Company Borrower or for otherwise acting in good faith under this subsection 2.1B, and upon funding of Revolving Loans by Lenders or Swing Line Loans by Swing Line Lender in accordance with this Agreement pursuant to any such telephonic notice Company Borrower shall have borrowed effected Revolving Loans or Swing Line Loans hereunder. Company Borrower shall notify Administrative Agent prior to the funding of any Revolving Loans in the event that or Swing Line Loans if any of the matters to which Company Borrower is required (and, if applicable, Swing Line Lender) to certify in the applicable Notice of Borrowing as being true and correct on any applicable Funding Date is not no longer true and correct as of the applicable Funding Date, and the acceptance by Company Borrower of the proceeds of any Revolving Loans or Swing Line Loans shall constitute a re-certification by CompanyBorrower, as of the applicable Funding Date, as to the matters to which Company Borrower is required to certify in the applicable Notice of Borrowing as being true and correct on such Funding DateBorrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for a Eurodollar Rate LIBOR Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Dateonce Administrative Agent receives such notice, and Company Borrower shall be bound to make a borrowing in accordance therewith or to pay the amounts payable pursuant to Section 2.6D as a result of the failure to make such borrowingtherewith.

Borrowing Mechanics. Loans made on (i) Borrower shall give notice to the Administrative Agent, which may be given by (A) telephone or (B) delivering a fully executed Funding Notice; provided that any Funding Date (other than Working Capital Loans deemed made pursuant telephonic notice must be confirmed promptly by delivery to a request by Swing Line Lender pursuant to subsection 2.1A(iv) for the purpose of repaying any Refunded Swing Line Loans or Working Capital Loans made pursuant to subsection 3.3B for the purpose of reimbursing any Issuing Lender for the amount Administrative Agent of a drawing under a Letter of Credit issued Funding Notice. Each such Funding Notice must be received by it ("LC REFUNDING LOANS")) shall be in an aggregate minimum amount of $1,000,000 and multiples of $100,000 in excess of that amount. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $250,000 and multiples of $10,000 in excess of that amount. Whenever Company desires that Lenders make Loans (other than Swing Line Loans or LC Refunding Loans) it shall deliver to the Administrative Agent a Notice of Borrowing no later than 12:00 Noon 10:00 a.m. (Chicago timeor, solely in the case where the Credit Date is the Closing Date, 3:00 p.m.) at least three Business Days in advance of the proposed Funding Credit Date (in the case of a Eurodollar Loan that is a LIBOR Rate Loan, other and no later than Eurodollar Loans to be made on the Closing Date or the Merger Date, if the Merger Date occurs on or prior to three Business Days after the Closing Date) or 12:00 Noon (Chicago time) 9:00 a.m. on the proposed Funding Credit Date (in the case of a Loan that is a Base Rate Loan). Whenever Company desires ; provided, however, that Swing Line Lender make a Swing Line Loanif Borrower wishes to request LIBOR Rate Loans having an Interest Period other than one, it shall deliver to two, three or six months in duration, as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent a Notice of Borrowing no not later than 12:00 Noon (Chicago time) on the proposed Funding Date. The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount and type of Loans requested, (iii) in the case of Swing Line Loans, that such Loans shall be Base Rate Loans, (iv) in the case of any other Loans, whether such Loans shall be Base Rate Loans or Eurodollar Rate Loans, and (v) in the case of any Loans requested to be made as Eurodollar Rate Loans, the initial Interest Period requested therefor. Term Loans and Working Capital Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering the above-described Notice of Borrowing, Company may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; PROVIDED that such notice shall be promptly confirmed in writing by delivery of a Notice of Borrowing to Administrative Agent on or before the applicable Funding Date. Any Loans made on the Closing Date and on the Merger Date (if the Merger Date occurs on or prior to three Business Days after the Closing Date) may be Eurodollar Loans regardless of whether this Agreement has been executed at least three 10:00 a.m. four Business Days prior to the requested date of such date Borrowing, conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the Lenders of the applicable Tranche of such request and so long as Company has delivered a Notice determine whether the requested Interest Period is acceptable to all of Borrowing with respect thereto on or prior to them. Not later than 10:00 a.m., three Business Days prior to before the requested date of such date and has also delivered an indemnity agreement covering broken funding losses in form and substance reasonably satisfactory to Agents. Neither Borrowing, conversion or continuation of the Loans of any Tranche, the Administrative Agent nor any Lender shall incur any liability notify Borrower (which notice may be by telephone to Company be followed by confirmation in acting upon any telephonic notice referred writing) whether or not the requested Interest Period has been consented to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to borrow on behalf all the Lenders of Company or for otherwise acting in good faith under this subsection 2.1B, and upon funding such Tranche. Each Borrowing of Loans by Lenders in accordance with this Agreement pursuant to any such telephonic notice Company shall have borrowed Loans hereunder. Company shall notify Administrative Agent prior to the funding of any Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Borrowing as being true and correct on any applicable Funding Date is not true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Loans shall constitute a certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Borrowing as being true and correct on such Funding Date. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Borrower shall be bound to make a borrowing in accordance therewith with a Funding Notice for a Loan that is a LIBOR Rate Loan, unless such Funding Notice is revoked by Borrower prior to the occurrence of the applicable Credit Extension; provided that any such revocation shall be subject to the terms of Section 2.14(d). Promptly upon receipt by Administrative Agent of any Funding Notice, Administrative Agent shall notify each Lender of the proposed borrowing. Administrative Agent and Lenders may act without liability upon the basis of written, or telecopied notice believed by Administrative Agent in good faith to be from Borrower (or from any Authorized Officer thereof designated in writing purportedly from Borrower to Administrative Agent), it being understood that no Lender nor Administrative Agent shall be obligated in any manner with respect to the funding of any Loan in the absence of the receipt by Administrative Agent of a completed and executed Funding Notice. Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Loan on behalf of Borrower, until Administrative Agent and such Lenders receive written notice to the contrary. Administrative Agent and Lenders shall have no duty to verify the authenticity of the signature appearing on any written Funding Notice. (ii) Each Lender of the applicable Tranche shall make its Loan available to Administrative Agent not later than 12:00 noon on the applicable Credit Date, by wire transfer of Same Day Funds in Dollars, at the Principal Office designated by the Administrative Agent. Upon satisfaction or waiver of the conditions precedent specified herein, Administrative Agent shall make the proceeds of the Loans available to Borrower by no later than 3:00 p.m. on the applicable Credit Date by causing an amount of Same Day Funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent by 12:00 noon on such day from Lenders to be credited to the account of Borrower at the Principal Office designated by the Administrative Agent or to pay the amounts payable pursuant such other account, as may be designated in writing to Section 2.6D as a result of the failure to make such borrowingAdministrative Agent by Borrower.

Borrowing Mechanics. Revolving Loans made on any Funding Date (other than Working Capital Revolving Loans deemed made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(iv2.1A(ii) for the purpose of repaying any Refunded Swing Line Loans or Working Capital Revolving Loans or made pursuant to subsection 3.3B for the purpose of reimbursing any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it ("LC REFUNDING LOANS")Credit) shall be in an aggregate minimum amount of $1,000,000 500,000 and integral multiples of $100,000 10,000 in excess of that amount. ; PROVIDED that Revolving Loans made on any Funding Date as LIBOR Loans with a particular Interest Period shall be in an aggregate minimum amount of $2,000,000 and integral multiples of $10,000 in excess of that amount.. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $250,000 100,000 and integral multiples of $10,000 in excess of that amount. Whenever Company desires that Lenders make Loans (other than Swing Line Loans or LC Refunding Revolving Loans) , it shall deliver to Administrative Agent a Notice of Borrowing no later than 12:00 Noon 1:00 p.m. (Chicago California time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate LIBOR Loan, other ) and no later than Eurodollar Loans to be made on the Closing Date or the Merger Date, if the Merger Date occurs on or prior to three Business Days after the Closing Date) or 12:00 Noon 10:30 a.m. (Chicago California time) on the proposed Funding Date (in the case of a Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a Notice of Borrowing no later than 12:00 Noon 1:00 p.m. (Chicago California time) on the proposed Funding Date. The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount and type of Loans requested, (iii) in the case of any Loans made on the Closing Date and in the case of all Swing Line Loans, that such Loans shall be Base Rate Loans, (iv) in the case of any Loans not made on the Closing Date (other than Swing Line Loans), whether such Loans shall be Base Rate Loans or Eurodollar Rate LIBOR Loans, and (v) in the case of any Loans requested to be made as Eurodollar Rate LIBOR Loans, the initial Interest Period requested therefor. Term Loans , and Working Capital Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans (vi) in the manner provided case of any Loans, that after giving effect to such Loans the Total Utilization of Revolving Loan Commitments will not exceed the Revolving Loan Commitments then in subsection 2.2D. effect. In lieu of delivering the above-described Notice of Borrowing, Company may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; PROVIDED that such notice shall be promptly confirmed in writing by delivery of a Notice of Borrowing to Administrative Agent on or before the applicable Funding Date. Any Loans made on the Closing Date and on the Merger Date (if the Merger Date occurs on or prior to three Business Days after the Closing Date) may be Eurodollar continued as or converted into Base Rate Loans regardless of whether this Agreement has been executed at least three Business Days prior to such date and so long as Company has delivered a Notice of Borrowing with respect thereto on or prior to three Business Days prior to such date and has also delivered an indemnity agreement covering broken funding losses LIBOR Loans in form and substance reasonably satisfactory to Agents. the manner provided in subsection 2.2D. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative 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 2.1BCompany, and upon funding of Loans by Lenders in accordance with this Agreement pursuant to any such telephonic notice Company shall have borrowed effected Loans hereunder. Company shall notify Administrative Agent prior to the funding of any Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Borrowing as being true and correct on any applicable Funding Date is not no longer true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Loans shall constitute a re-certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Borrowing as being true and correct on such Funding DateBorrowing. Except as otherwise provided in subsections 2.6B2.6A, 2.6C 2.6B and 2.6G2.6F, a Notice of Borrowing for a Eurodollar Rate LIBOR Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound obligated to make a borrowing in accordance therewith or or, in the event Company retracts the applicable Notice of Borrowing prior to the funding of such Loan, to pay such amounts as shall be payable under subsection 2.6C if such borrowing does not occur as the amounts payable pursuant to Section 2.6D as a result of the failure to make such borrowingretraction.

Borrowing Mechanics. Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of the Borrower herein set forth, each Lender hereby severally agrees to make the Loans made on any Funding Date described in Section 2.1.A, if, and only if, the borrowing mechanics set forth as follows are satisfied: (other than Working Capital i) Base Rate Loans deemed made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(iv) for the purpose of repaying any Refunded Swing Line Loans or Working Capital Loans made pursuant to subsection 3.3B for the purpose of reimbursing any Issuing Lender for the shall be in an aggregate minimum amount of a drawing under a Letter $500,000 and integral multiples of Credit issued by it ("LC REFUNDING LOANS")) $100,000 in excess of that amount and Eurodollar Rate Loans shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $100,000 in excess of that amount. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $250,000 and multiples of $10,000 in excess of that amount. . (ii) Whenever Company the Borrower desires that the Lenders make Loans (other than Swing Line Loans or LC Refunding Loans) it , the Borrower shall deliver to the Administrative Agent a Notice Loan/Letter of Borrowing Credit Request no later than 12:00 Noon 10:00 A.M. (Chicago New York City time) at least three Business Days in advance of the proposed Funding Loan Date (in the case of a Eurodollar Rate Loan, other than Eurodollar Loans to be made on the Closing Date or the Merger Date, if the Merger Date occurs on or prior to three Business Days after the Closing Date) or 12:00 Noon (Chicago time) on at least one Business Day in advance of the proposed Funding Loan Date (in the case of a Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line . (iii) Each Loan/Letter of Credit Request shall (a) specify (1) the aggregate amount and Class of the requested Loan, it shall deliver to Administrative Agent a Notice of Borrowing no later than 12:00 Noon (Chicago time) on the proposed Funding Date. The Notice of Borrowing shall specify (i2) the proposed Funding Loan Date (which shall be may occur only on a Business Day), (ii3) the amount and type of Loans requestedwhether such Loan shall be a Base Rate Loan or a Eurodollar Rate Loan, (iii) in the case of Swing Line Loans, that such Loans shall be Base Rate Loans, (iv) in the case of any other Loans, whether such Loans shall be Base Rate Loans or Eurodollar Rate Loans, and (v4) in the case of any Loans requested to be made as Eurodollar Rate Loans, the initial Interest Period requested therefor. Term Loans and Working Capital Loans may , which shall be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering the above-described Notice of Borrowing, Company may give Administrative Agent telephonic notice a period contemplated by the required time definition of any proposed borrowing under this subsection 2.1B; PROVIDED that the term “Interest Period,” and (5) the intended use of proceeds of such notice shall be promptly confirmed in writing by delivery of a Notice of Borrowing to Administrative Agent on or before the applicable Funding Date. Any Loans made on the Closing Date and on the Merger Date (if the Merger Date occurs on or prior to three Business Days after the Closing Date) may be Eurodollar Loans regardless of whether this Agreement has been executed at least three Business Days prior to such date and so long as Company has delivered a Notice of Borrowing with respect thereto on or prior to three Business Days prior to such date and has also delivered an indemnity agreement covering broken funding losses in form and substance reasonably satisfactory to Agents. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative 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 2.1BLoan, and upon funding (b) be accompanied by an accurate and complete Loan/Letter of Loans by Lenders in accordance with this Agreement pursuant to any such telephonic notice Company shall have borrowed Loans hereunder. Company Credit Certificate. (iv) The Borrower shall notify the Administrative Agent prior to the funding making of any Loans Loan in the event that any of the matters to which Company the Borrower is required to certify in the applicable Notice Loan/Letter of Borrowing Credit Request or Loan/Letter of Credit Certificate, as being true applicable, is no longer accurate and correct on any applicable Funding Date is not true and correct complete as of the applicable Funding Loan Date, and the acceptance by Company the Borrower of the proceeds of any Loans Loan shall constitute a re-certification by Companythe Borrower, as of the applicable Funding Loan Date, as to the matters to which Company the Borrower is required to certify in the applicable Notice Loan/Letter of Borrowing as Credit Request and Loan/Letter of Credit Certificate (it being true and correct understood that, if a Loan is made during the continuance of an Event of Default, the making of such Loan shall not constitute a waiver of such Event of Default). (v) Notwithstanding the foregoing in this Section 2.1.B, Loans made on such Funding Datethe Effective Date may be either Base Rate Loans or Eurodollar Rate Loans; provided, however, any Loans that are Eurodollar Rate Loans shall have an initial Interest Period of one month. Except as otherwise provided in subsections 2.6B, 2.6C Section 2.6.B and 2.6GSection 2.6.C, a Notice Loan/Letter of Borrowing Credit Request for a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company a Loan/Letter of Credit Request for a Base Rate Loan shall be irrevocable on and after the delivery of such Loan/Letter of Credit Request to the Administrative Agent and, in each case, the Borrower shall be bound to make a borrowing in accordance therewith or to pay the amounts payable pursuant to Section 2.6D as a result of the failure to make such borrowingtherewith.

Borrowing Mechanics. Loans (a) Except as provided in Section 2.3(b), ------------------- Borrowings shall be made on any Funding Date (other than Working Capital Loans deemed made pursuant notice from the Borrower to a request by Swing Line Lender pursuant to subsection 2.1A(iv) for the purpose of repaying any Refunded Swing Line Loans or Working Capital Loans made pursuant to subsection 3.3B for the purpose of reimbursing any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it ("LC REFUNDING LOANS")) shall be in an aggregate minimum amount of $1,000,000 and multiples of $100,000 in excess of that amount. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $250,000 and multiples of $10,000 in excess of that amount. Whenever Company desires that Lenders make Loans (other than Swing Line Loans or LC Refunding Loans) it shall deliver to Administrative Agent a Notice of Borrowing no Payments Administrator, given not later than 12:00 Noon (Chicago time) at least three Business Days in advance of 1:00 P.M. New York City time on the date on which the proposed Funding Date (in the case Borrowing consisting of a Eurodollar Base Rate Loan, other than Eurodollar Loans is requested to be made and on the Closing Date or the Merger Date, if the Merger Date occurs on or third Business Day prior to three Business Days after the Closing Datedate on which any proposed Borrowing consisting of Eurodollar Rate Loans is requested to be made. (i) or 12:00 Noon (Chicago time) on the proposed Funding Date (in the case of a Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a Notice of Borrowing no later than 12:00 Noon (Chicago time) on the proposed Funding Date. The Each Notice of Borrowing shall specify be given by either telephone, telecopy, telex, or cable, and, if by telephone, confirmed in writing, substantially in the form of Exhibit D (i) the proposed Funding Date (which "Notice of Borrowing"). Each Notice of Borrowing shall be a Business Day), irrevocable by and binding on the Borrower. (ii) The Borrower shall notify the amount Payments Administrator in writing of the names of the officers authorized to request Revolving Loans on behalf of the Borrower, and type shall provide the Payments Administrator with a specimen signature of Loans requested, (iii) in the case of Swing Line Loans, that each such Loans officer. The Payments Administrator shall be Base Rate Loansentitled to rely conclusively on such officers' authority to request Revolving Loans on behalf of the Borrower until the Payments Administrator receives written notice to the contrary. The Payments Administrator shall have no duty to verify the authenticity of the signature appearing on any Notice of Borrowing or other writing delivered pursuant to this Section 2.3(a) and, (iv) in the case of any other Loans, whether such Loans shall be Base Rate Loans or Eurodollar Rate Loans, and (v) in the case of any Loans requested with respect to be made as Eurodollar Rate an oral request for Revolving Loans, the initial Interest Period requested therefor. Term Loans and Working Capital Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in Payments Administrator shall have no duty to verify the manner provided in subsection 2.2D. In lieu of delivering the above-described Notice of Borrowing, Company may give Administrative Agent telephonic notice by the required time identity of any proposed borrowing under this subsection 2.1B; PROVIDED that individual representing himself as one of the officers authorized to make such notice shall be promptly confirmed in writing by delivery request on behalf of a Notice of Borrowing to Administrative Agent on or before the applicable Funding Date. Any Loans made on the Closing Date and on the Merger Date (if the Merger Date occurs on or prior to three Business Days after the Closing Date) may be Eurodollar Loans regardless of whether this Agreement has been executed at least three Business Days prior to such date and so long as Company has delivered a Notice of Borrowing with respect thereto on or prior to three Business Days prior to such date and has also delivered an indemnity agreement covering broken funding losses in form and substance reasonably satisfactory to AgentsBorrower. Neither Administrative Agent the Payments Administrator nor any Lender of the Lenders shall incur any liability to Company in the Borrower as a result of acting upon any telephonic notice referred to above that Administrative Agent in this Section 2.3(a) which notice the Payments Administrator believes in good faith to have been given by a duly authorized officer or other person individual authorized to borrow request Revolving Loans on behalf of Company the Borrower or for otherwise acting reasonably and in good faith under this subsection 2.1BSection 2.3(a) and, and upon the funding of Revolving Loans by the Lenders in accordance with this Agreement Credit Agreement, pursuant to any such telephonic notice Company notice, the Borrower shall be deemed to have borrowed made a Borrowing of Revolving Loans hereunder. (iii) In a Notice of Borrowing, the Borrower may request one or more Borrowings on a single day. Company Each such Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Loans of the same Type and shall notify Administrative Agent prior to the funding be in an aggregate amount for all Lenders of any Loans not less than $1,000,000 in the event that any case of Eurodollar Rate Loans or $500,000 in the matters to which Company is required to certify case of Base Rate Loans. Unless otherwise requested in the applicable Notice of Borrowing as being true and correct on any applicable Funding Date is not true and correct as Borrowing, all Revolving Loans shall be Base Rate Loans. The right of the applicable Funding DateBorrower to choose Eurodollar Rate Loans is subject to the provisions of Section 4.3(c). (b) The Borrower has established a checking account (the "Disbursement Account") with Bankers Trust (Delaware) ("BT Delaware") for general corporate purposes, including the purpose of paying trade payables and other operating expenses. The Lenders hereby authorize the Payments Administrator, and so long as the acceptance by Company conditions for Borrowing in Article 5 remain satisfied, the Payments Administrator on behalf of the proceeds Lenders may but shall not be obligated to make Revolving Loans to cover the amount of any checks presented for payment and other disbursements from the Disbursement Account. Advice from BT Delaware of amounts required to cover such amounts will be deemed a sufficient Notice of Borrowing. Such Borrowings shall be of Base Rate Loans shall constitute a certification by Company, as of the applicable Funding Date, as only and will not be subject to the matters minimum amount requirement of Section 2.3(a)(iii). (c) In the event the Borrower is unable to which Company is required comply with (i) the Borrowing Base limitations set forth in Section 2.2(a) or (ii) the conditions precedent to certify the making of a Revolving Loan or the issuance of a Letter of Credit set forth in Section 5.2, the applicable Notice of Borrowing as being true and correct Lenders authorize the Payments Administrator to make Interim Advances to the Borrower for a period commencing on such Funding Date. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, the date the Payments Administrator first receives a Notice of Borrowing for requesting an Interim Advance until the earlier of (i) the fifteenth Business Day after such date (unless the Required Lenders authorize a Eurodollar Rate Loan later date), (ii) the date the Borrower is again able to comply with the Borrowing Base limitations and the conditions precedent to the making of Revolving Loans and issuance of Letters of Credit, or telephonic notice obtains an amendment or waiver with respect thereto, or (iii) the date the Required Lenders instruct the Payments Administrator to cease making Interim Advances (in lieu thereofeach case, the "Interim Advance Period"). The Payments Administrator shall not make any Interim Advance to the extent that at such time the amount of such Interim Advance when added to the aggregate outstanding amount of other Interim Advances would exceed the greater of (1) shall be irrevocable on the lesser of (A) the difference between the Total Commitments and after the related Interest Rate Determination Date, Outstandings and Company shall be bound to make a borrowing in accordance therewith (B) the greater of (x) $10,000,000 or to pay the amounts payable pursuant to Section 2.6D as a result (y) 10% of the failure to make Outstandings and (2) such borrowingamount as the Required Lenders shall authorize.

Borrowing Mechanics. Loans made on any Funding Date (other than Working Capital Loans deemed made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(iv) for the purpose of repaying any Refunded Swing Line Loans or Working Capital Revolving Loans made pursuant to subsection 3.3B for the purpose of reimbursing any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it ("LC REFUNDING LOANS"it)) , shall be in an aggregate minimum amount of (y) $1,000,000 2,000,000 and integral multiples of $100,000 1,000,000 in excess of that amount. Swing Line amount in the case of Term B Loans made on any Funding Date shall be in an aggregate minimum amount of and (z) $250,000 1,000,000 and integral multiples of $10,000 500,000 in excess the case of that amountRevolving Loans. Whenever Company the Borrowers desire that Lenders make Term Loans (other than the initial Credit Extensions on the Closing Date, Term B Delayed Draw Loans on the Term B Delayed Draw Loan Commitment Termination Date) or Project Cost Revolving Loans, the Borrowers shall deliver to the Disbursement Agent the Advance Request and related documentation required by the terms of Section 2.4.1(a) of the Disbursement Agreement. Whenever Venetian desires that Lenders make Revolving Loans (other than Swing Line Loans or LC Refunding that are not Project Cost Revolving Loans) , it shall deliver to the Administrative Agent a Borrowing Notice of Borrowing no later than 12:00 Noon 1:00 p.m. (Chicago New York City time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan, other than Eurodollar Loans to be made on the Closing Date or the Merger Date, if the Merger Date occurs on or prior to three Business Days after the Closing Date) or 12:00 Noon (Chicago time) on at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a The Borrowing Notice of Borrowing no later than 12:00 Noon (Chicago time) on the proposed Funding Date. The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount and type of Revolving Loans requested, (iii) in the case of Swing Line Loans, that such Loans shall be Base Rate Loans, (iv) in the case of any other Loans, whether such Revolving Loans shall be Base Rate Loans or Eurodollar Rate Loans, and (viv) in the case of any Loans requested to be made as Eurodollar Rate Loans, the initial Interest Period requested therefor. Term Loans and Working Capital Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering the above-described Notice of Borrowing, Company may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; PROVIDED that such notice shall be promptly confirmed in writing by delivery of a Notice of Borrowing to Administrative Agent on or before the applicable Funding Date. Any Loans made on the Closing Date and on the Merger Date (if the Merger Date occurs on or prior to three Business Days after the Closing Date) may be Eurodollar Loans regardless of whether this Agreement has been executed at least three Business Days prior to such date and so long as Company has delivered a Notice of Borrowing with respect thereto on or prior to three Business Days prior to such date and has also delivered an indemnity agreement covering broken funding losses in form and substance reasonably satisfactory to Agents. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative 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 2.1B, and upon funding of Loans by Lenders in accordance with this Agreement pursuant to any such telephonic notice Company shall have borrowed Loans hereunder. Company Venetian shall notify Administrative Agent prior to the funding of any such Revolving Loans in the event that any of the matters to which Company Venetian is required to certify in the applicable Borrowing Notice of Borrowing as being true and correct on any applicable Funding Date is not no longer true and correct as of the applicable Funding Date, and the acceptance by Company Venetian of the proceeds of any such Revolving Loans shall constitute a certification recertification by CompanyVenetian, as of the applicable Funding Date, as to the matters to which Company Venetian is required to certify in the applicable Notice Borrowing Notice. The parties hereto acknowledge and confirm that notwithstanding any other provision of Borrowing as being true this Agreement, only Venetian shall have the right to borrow any Revolving Loans, and correct shall not be permitted to request that any Revolving Loans be made on such Funding the Closing Date, other than up to $60,000,000 of Letter of Credit Usage and/or Revolving Loans to collateralize existing Letters of Credit. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Borrowing Notice of Borrowing for a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company Borrowers shall be bound to make a borrowing in accordance therewith or therewith. All proceeds of Term B Funded Loans not otherwise used to pay the amounts payable pursuant to Section 2.6D as consummate a result portion of the failure Refinancing, the Tender and Call, or pay Transaction Costs on the Closing Date shall be deposited in the Bank Proceeds Account. All Term B Delayed Draw Loans not otherwise borrowed prior to make the Term B Delayed Draw Loan Commitment Termination Date may be borrowed on the Term B Delayed Draw Loan Commitment Termination Date and deposited in the Bank Proceeds Account, following delivery of a Borrowing Notice with respect to such borrowingTerm B Delayed Draw Loans setting forth the information requested thereby.

Borrowing Mechanics. Loans (a) Each Term Borrowing and each Revolving Credit Borrowing shall be made upon the applicable Borrower’s irrevocable notice to the Agent. Each such notice must be received by the Agent not later than (I) 11:00 A.M. (New York City time) on the third Business Day prior to the date of any Funding Date proposed Borrowing consisting of Eurocurrency Rate Advances denominated in Dollars, (other than Working Capital Loans deemed made pursuant II) 4:00 P.M. (London time) on the third Business Day prior to a request the date of any Borrowing consisting of Eurocurrency Rate Advances denominated in Euros, (III) 11:00 A.M. (New York City time) on the third Business Day prior to the date of any proposed Borrowing consisting of Eurocurrency Rate Advances denominated in CDN, (IV) 2:00 P.M. (New York City time) on the fourth Business Day prior to the date of any proposed Borrowing consisting of Eurocurrency Rate Advances denominated in JPY, (V) 10:30 A.M. (Sydney time) on the fourth Business Day prior to the date of any proposed Borrowing denominated in AU$, and (VI) 11:00 A.M. (New York City time) on the date of the proposed Borrowing consisting of Base Rate Advances, and the Agent shall then give to each Lender prompt notice thereof by Swing Line Lender pursuant to subsection 2.1A(iv) for the purpose of repaying any Refunded Swing Line Loans or Working Capital Loans made pursuant to subsection 3.3B for the purpose of reimbursing any Issuing Lender for the amount telecopier. Each such notice of a drawing under Term Borrowing or a Letter Revolving Credit Borrowing (a “Notice of Credit issued by it ("LC REFUNDING LOANS")Borrowing”) shall be given by telephone, confirmed promptly in an writing or telecopier in substantially the form of Exhibit C hereto, specifying therein the (i) applicable Borrower, (ii) applicable Facility, (iii) date of such Borrowing, (iv) Type of Advances comprising such Borrowing, (v) aggregate minimum amount of $1,000,000 and multiples of $100,000 in excess of that amount. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $250,000 and multiples of $10,000 in excess of that amount. Whenever Company desires that Lenders make Loans such Borrowing, (other than Swing Line Loans or LC Refunding Loansvi) it shall deliver to Administrative Agent a Notice of Borrowing no later than 12:00 Noon (Chicago time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Borrowing consisting of Eurocurrency Rate LoanAdvances, other than Eurodollar Loans the initial Interest Period for such Advance, and (vii) currency for each such Advance; provided, that the applicable Borrower shall not be entitled to be made on the Closing Date or the Merger Daterequest any Borrowing that, if the Merger Date occurs on or prior to three Business Days after the Closing Datemade, would result in more than fifteen different Interest Periods being in effect hereunder at any one time. Each Lender shall, (I) or 12:00 Noon before 1:00 P.M. (Chicago New York City time) on the proposed Funding Date (date of such Borrowing, in the case of a Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line LoanBorrowing consisting of Advances denominated in Dollars, it shall deliver to Administrative Agent a Notice of Borrowing no later than 12:00 Noon (Chicago II) before 3:00 P.M. (New York City time) on the date of such Borrowing, in the case of a Borrowing consisting of Advances denominated in CDN, (III) before 3:00 P.M. (New York City time) on the date of such Borrowing, in the case of a Borrowing consisting of Advances denominated in JPY, (IV) before 3:00 P.M. (Sydney time) on the date of such Borrowing, in the case of a Borrowing consisting of Advances denominated in AU$, and (V) before 11:00 A.M. (London time) on the date of such Borrowing, in the case of a Borrowing consisting of Eurocurrency Rate Advances denominated in Euros, make available for the account of its Applicable Lending Office to the Agent at the applicable Agent’s Account, in same day funds, such Lender’s ratable portion of such Borrowing. After the Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds available to the Borrower requesting the applicable Borrowing at the address and in the account of such Borrower specified in the applicable Notice of Borrowing. (b) Each Swing Line Borrowing shall be made on notice, given not later than 1:00 P.M. (New York City time) on the date of the proposed Funding Swing Line Borrowing by the applicable Borrower to the Swing Line Bank and the Agent, of which the Agent shall give prompt notice to the Lenders. Each such notice of a Swing Line Borrowing (a “Notice of Swing Line Borrowing”) shall be by telephone, confirmed promptly in writing or telecopier, specifying therein the requested (i) date of such Borrowing, (ii) amount of such Borrowing and (iii) maturity of such Borrowing (which maturity shall be no later than the earlier of (A) the tenth Business Day after the requested date of such Borrowing and (B) the Termination Date applicable to the US Revolving Credit Facility under clause (a) of the definition of “Termination Date” (the “Swing Line Advance Maturity Date”)). The Swing Line Bank shall, before 1:00 P.M. (New York City time) on the date of such Swing Line Borrowing, make such Swing Line Borrowing available to the Agent at the Agent’s Account, in same day funds. After the Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds available to the applicable Borrower at the address and in the account of such Borrower specified in the applicable Notice of Borrowing Swing Line Borrowing. Upon written demand by the Swing Line Bank, with a copy of such demand to the Agent, each other US Revolving Lender will purchase from the Swing Line Bank, and the Swing Line Bank shall specify sell and assign to each such other US Revolving Lender, such other US Revolving Lender’s Ratable Share of such outstanding Swing Line Advance, by making available for the account of its Applicable Lending Office to the Agent for the account of the Swing Line Bank, by deposit to the Agent’s Account, in same day funds, an amount equal to its Ratable Share of such Swing Line Advance. Each Borrower hereby agrees to each such sale and assignment. Each US Revolving Lender agrees to purchase its Ratable Share of an outstanding Swing Line Advance on (i) the proposed Funding Date Business Day on which demand therefor is made by the Swing Line Bank, provided that notice of such demand is given not later than 11:00 A.M. (which New York City time) on such Business Day or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such assignment by the Swing Line Bank to any other US Revolving Lender of a portion of a Swing Line Advance, the Swing Line Bank represents and warrants to such other US Revolving Lender that the Swing Line Bank is the legal and beneficial owner of such interest being assigned by it, but makes no other representation or warranty and assumes no responsibility with respect to such Swing Line Advance, this Agreement, the Notes or the Borrowers. If and to the extent that any US Revolving Lender shall not have so made its Ratable Share of such Swing Line Advance available to the Agent, such US Revolving Lender agrees to pay to the Agent forthwith on demand such amount together with interest thereon, for each day from the date such US Revolving Lender is required to have made such amount available to the Agent until the date such amount is paid to the Agent, at the Federal Funds Rate. If such US Revolving Lender shall pay to the Agent such amount for the account of the Swing Line Bank on any Business Day, such amount so paid in respect of principal shall constitute a Swing Line Advance made by such US Revolving Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Swing Line Advance made by the Swing Line Bank shall be a reduced by such amount on such Business Day). (c) Anything in subsection (a) above to the contrary notwithstanding, (i) after giving effect to all Term A Borrowings, CDN Term A Borrowings, JPY Term A Borrowings and Euro Term A Borrowings, there shall not be more than (W) five Interest Periods in effect in respect of the Term A Facility, (X) five Interest Periods in effect in respect of the CDN Term A Facility, and (Y) five Interest Periods in effect in respect of the JPY Term A Facility and (Z) five Interest Periods in effect in respect of the Euro Term A Facility, (ii) after giving effect to all Term B Borrowings, there shall not be more than five Interest Periods in effect in respect of the amount and type of Loans requestedTerm B Facility, (iii) after giving effect to all Euro Term B Borrowings, there shall not be more than five Interest Periods in effect in respect of the Euro Term B Facility and (iv) after giving effect to all Revolving Credit Borrowings, there shall not be more than (A) ten Interest Periods in effect in respect of the US Revolving Credit Facility and (B) ten Interest Periods in effect in respect of the Multicurrency Revolving Credit Facility. (d) Each Notice of Borrowing and Notice of Swing Line Borrowing of any Borrower shall be irrevocable and binding on such Borrower. In the case of any Borrowing that the related Notice of Borrowing specifies is to be comprised of Eurocurrency Rate Advances, the Borrower requesting such Borrowing shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (e) Unless the Agent shall have received notice from a Lender prior to the time of any Borrowing under the applicable Revolving Credit Facility that such Lender will not make available to the Agent such Lender’s ratable portion of such Borrowing under the applicable Revolving Credit Facility, the Agent may assume that such Lender has made such portion available to the Agent on the date of such Borrowing under the applicable Revolving Credit Facility in accordance with subsection (a) of this Section 2.02 and the Agent may, in reliance upon such assumption, make available to the Borrower requesting such Borrowing under the applicable Revolving Credit Facility on such date a corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to the Agent, such Lender agrees to repay to the Agent forthwith on demand such corresponding amount. If such Lender does not pay such corresponding amount forthwith upon the Agent’s demand therefor, the Agent shall promptly notify the applicable Borrower and such Borrower shall immediately pay such corresponding amount to the Agent. The Agent shall also be entitled to receive from such Lender or such Borrower, as the case may be, interest on such corresponding amount, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Agent, at (i) in the case of Swing Line Loanssuch Borrower, that the interest rate applicable at the time to Advances comprising such Loans shall be Base Rate Loans, Borrowing under the applicable Revolving Credit Facility and (ivii) in the case of any other Loanssuch Lender, whether such Loans shall be Base (A) the Federal Funds Rate Loans or Eurodollar Rate Loans, and (v) in the case of Advances denominated in Dollars or (B) the cost of funds incurred by the Agent in respect of such amount in the case of Advances denominated in JPY or Committed Currencies. If such Lender shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this Agreement. (f) The failure of any Loans requested Lender to make the Advance to be made by it as Eurodollar Rate Loans, the initial Interest Period requested therefor. Term Loans and Working Capital Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering the above-described Notice of Borrowing, Company may give Administrative Agent telephonic notice by the required time part of any proposed borrowing under this subsection 2.1B; PROVIDED that such notice Borrowing or to make the Swing Line Advance to be made by it as part of any Swing Line Borrowing shall be promptly confirmed in writing by delivery not relieve any other Lender of a Notice of Borrowing its obligation, if any, hereunder to Administrative Agent on or before the applicable Funding Date. Any Loans made make its Advance on the Closing Date and on the Merger Date (if the Merger Date occurs on or prior to three Business Days after the Closing Date) may be Eurodollar Loans regardless date of whether this Agreement has been executed at least three Business Days prior to such date and so long as Company has delivered a Notice of Borrowing with respect thereto on or prior to three Business Days prior to such date and has also delivered an indemnity agreement covering broken funding losses in form and substance reasonably satisfactory to Agents. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative 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 2.1B, and upon funding of Loans by Lenders in accordance with this Agreement pursuant to any such telephonic notice Company shall have borrowed Loans hereunder. Company shall notify Administrative Agent prior to the funding of any Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Borrowing as being true and correct on any applicable Funding Date is not true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Loans shall constitute a certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Borrowing as being true and correct on such Funding Date. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing in accordance therewith or to pay the amounts payable pursuant to Section 2.6D prejudice any rights which any Borrower may have against any Lenders as a result of any default by such Lender hereunder. No Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such borrowingother Lender on the date of any Borrowing.

Borrowing Mechanics. Loans made on any Funding Date (other than Working Capital Revolving Loans deemed made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(iv) for the purpose of repaying any Refunded Swing Line Loans or Working Capital Revolving Loans made pursuant to subsection 3.3B for the purpose of reimbursing any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it ("LC REFUNDING LOANS")it) shall be in an aggregate minimum amount of $1,000,000 5,000,000 and integral multiples of $100,000 1,000,000 in excess of that amount. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $250,000 500,000 and integral multiples of $10,000 100,000 in excess of that amount. Whenever Company desires that Lenders make Loans (other than Swing Line Loans or LC Refunding Loans) it shall deliver to Administrative Agent a Notice of Borrowing no later than 12:00 Noon (Chicago New York time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan, other than Eurodollar Loans to be made on the Closing Date or the Merger Date, if the Merger Date occurs on or prior to three Business Days after the Closing Date) or 12:00 Noon (Chicago time) on at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a Notice of Borrowing no later than 12:00 Noon (Chicago New York City time) on the proposed Funding Date. The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount and type of Loans requested, (iii) in the case of Swing Line Loans, that such Loans shall be Base Rate Loans, (iv) in the case of any other Acquisition Loans, Term Loans and Revolving Loans, whether such Loans shall be Base Rate Loans or Eurodollar Rate Loans, and (v) in the case of any Loans requested to be made as Eurodollar Rate Loans, the initial Interest Period requested therefor; provided that in respect of any Loans made during the Initial Period, such Loans -------- shall be Base Rate Loans. Term Loans and Working Capital Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering the above-described Notice of Borrowing, Company may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; PROVIDED provided that such notice shall be -------- promptly confirmed in writing by delivery of a Notice of Borrowing to Administrative Agent on or before the applicable Funding Date. Any Loans made on the Closing Date and on the Merger Date (if the Merger Date occurs on or prior to three Business Days after the Closing Date) may be Eurodollar Loans regardless of whether this Agreement has been executed at least three Business Days prior to such date and so long as Company has delivered a Notice of Borrowing with respect thereto on or prior to three Business Days prior to such date and has also delivered an indemnity agreement covering broken funding losses in form and substance reasonably satisfactory to Agents. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative 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 2.1B, and upon funding of Loans by Lenders in accordance with this Agreement pursuant to any such telephonic notice Company shall have borrowed effected Loans hereunder. Company shall notify Administrative Agent prior to the funding of any Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Borrowing as being true and correct on any applicable Funding Date is not no longer true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Loans shall constitute a re-certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Borrowing as being true and correct on such Funding DateBorrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing in accordance therewith or to pay the amounts payable pursuant to Section 2.6D as a result of the failure to make such borrowingtherewith.

Borrowing Mechanics. Term Loans or Revolving Loans made on any Funding Date (other than Working Capital Revolving Loans deemed made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(iv2.1A(iii) for the purpose of repaying any Refunded Swing Line Loans or Working Capital Revolving Loans made pursuant to subsection 3.3B for the purpose of reimbursing any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it ("LC REFUNDING LOANS")3.3B) shall be in an aggregate minimum amount of $1,000,000 3,000,000 and multiples of $100,000 1,000,000 in excess of that amount. Term Loans or Revolving Loans made on any Funding Date as Eurodollar Rate Loans with a particular Interest Period shall be in an aggregate minimum amount of $5,000,000 and multiples of $1,000,000 in excess of that amount. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $250,000 500,000 and multiples of $10,000 100,000 in excess of that amount. Whenever Company Borrower desires that Lenders make Loans (other than Swing Line Term Loans or LC Refunding Loans) Revolving Loans it shall deliver to Administrative Agent a duly executed Notice of Borrowing no later than 12:00 Noon (Chicago New York City time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan, other than Eurodollar Loans to be made on the Closing Date or the Merger Date, if the Merger Date occurs on or prior to three Business Days after the Closing Date) or 12:00 Noon (Chicago time) on at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). Whenever Company Borrower desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Swing Line Lender, with a copy to Administrative Agent a duly executed Notice of Borrowing no later than 12:00 Noon (Chicago New York City time) on the proposed Funding Date. The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount and type of Loans requested, (iii) in the case of Swing Line Loans, that such Loans shall be Base Rate Loans, (iv) in the case of any other Loans, whether such Loans shall be Base Rate Loans or Eurodollar Rate Loans, and (v) in the case of any Loans requested to be made as Eurodollar Rate Loans, the initial Interest Period requested therefor. Term Loans and Working Capital Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering the above-described a Notice of Borrowing, Company Borrower may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; PROVIDED provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Borrowing to Administrative Agent on or before the applicable Funding Date. Any Loans made on the Closing Date and on the Merger Date (if the Merger Date occurs on or prior to three Business Days after the Closing Date) may be Eurodollar Loans regardless of whether this Agreement has been executed at least three Business Days prior to such date and so long as Company has delivered a Notice of Borrowing with respect thereto on or prior to three Business Days prior to such date and has also delivered an indemnity agreement covering broken funding losses in form and substance reasonably satisfactory to Agents. Neither Administrative Agent nor any Lender shall incur any liability to Company Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer an Officer or other person authorized to borrow on behalf of Company Borrower or for otherwise acting in good faith under this subsection 2.1B2.1B or under subsection 2.2D, and upon funding of Loans by Lenders Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case in accordance with this Agreement Agreement, pursuant to any such telephonic notice Company Borrower shall have borrowed effected Loans or a conversion or continuation, as the case may be, hereunder. Company Borrower shall notify Administrative Agent prior to the funding of any Loans in the event that any of the matters to which Company Borrower is required to certify in the applicable Notice of Borrowing as being true and correct on any applicable Funding Date is not no longer true and correct as of the applicable Funding Date, and the acceptance by Company Borrower of the proceeds of any Loans shall constitute a re-certification by CompanyBorrower, as of the applicable Funding Date, as to the matters to which Company Borrower is required to certify in the applicable Notice of Borrowing as being true and correct on such Funding DateBorrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for, or a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Dateirrevocable, and Company Borrower shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewith or to pay the amounts payable pursuant to Section 2.6D as a result of the failure to make such borrowingtherewith.

Borrowing Mechanics. Loans (a) Each Term Borrowing and each Revolving Credit Borrowing shall be made upon the applicable Borrower’s irrevocable notice to the Agent. Each such notice must be received by the Agent not later than (I) 11:00 A.M. (New York City time) on the third Business Day prior to the date of any Funding Date proposed Borrowing consisting of Eurocurrency Rate Advances denominated in Dollars, (other than Working Capital Loans deemed made pursuant II) 4:00 P.M. (London time) on the third Business Day prior to a request the date of any Borrowing consisting of Eurocurrency Rate Advances denominated in Euros, (III) 11:00 A.M. (New York City time) on the third Business Day prior to the date of any proposed Borrowing consisting of Eurocurrency Rate Advances denominated in CDN, (IV) 2:00 P.M. (New York City time) on the fourth Business Day prior to the date of any proposed Borrowing consisting of Eurocurrency Rate Advances denominated in JPY, (V) 10:30 A.M. (Sydney time) on the fourth Business Day prior to the date of any proposed Borrowing denominated in AU$, and (VI) 11:00 A.M. (New York City time) on the date of the proposed Borrowing consisting of Base Rate Advances, and the Agent shall then give to each Lender prompt notice thereof by Swing Line Lender pursuant to subsection 2.1A(iv) for the purpose of repaying any Refunded Swing Line Loans or Working Capital Loans made pursuant to subsection 3.3B for the purpose of reimbursing any Issuing Lender for the amount telecopier. Each such notice of a drawing under Term Borrowing or a Letter Revolving Credit Borrowing (a “Notice of Credit issued by it ("LC REFUNDING LOANS")Borrowing”) shall be given by telephone, confirmed promptly in an writing or telecopier in substantially the form of Exhibit C hereto, specifying therein the (i) applicable Borrower, (ii) applicable Facility, (iii) date of such Borrowing, (iv) Type of Advances comprising such Borrowing, (v) aggregate minimum amount of $1,000,000 and multiples of $100,000 in excess of that amount. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $250,000 and multiples of $10,000 in excess of that amount. Whenever Company desires that Lenders make Loans such Borrowing, (other than Swing Line Loans or LC Refunding Loansvi) it shall deliver to Administrative Agent a Notice of Borrowing no later than 12:00 Noon (Chicago time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Borrowing consisting of Eurocurrency Rate LoanAdvances, other than Eurodollar Loans the initial Interest Period for such Advance, and (vii) currency for each such Advance; provided, that the applicable Borrower shall not be entitled to be made on the Closing Date or the Merger Daterequest any Borrowing that, if the Merger Date occurs on or prior to three Business Days after the Closing Datemade, would result in more than fifteen different Interest Periods being in effect hereunder at any one time. Each Lender shall, (I) or 12:00 Noon before 1:00 P.M. (Chicago New York City time) on the proposed Funding Date (date of such Borrowing, in the case of a Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line LoanBorrowing consisting of Advances denominated in Dollars, it shall deliver to Administrative Agent a Notice of Borrowing no later than 12:00 Noon (Chicago II) before 3:00 P.M. (New York City time) on the date of such Borrowing, in the case of a Borrowing consisting of Advances denominated in CDN, (III) before 3:00 P.M. (New York City time) on the date of such Borrowing, in the case of a Borrowing consisting of Advances denominated in JPY, (IV) before 3:00 P.M. (Sydney time) on the date of such Borrowing, in the case of a Borrowing consisting of Advances denominated in AU$, and (V) before 11:00 A.M. (London time) on the date of such Borrowing, in the case of a Borrowing consisting of Eurocurrency Rate Advances denominated in Euros, make available for the account of its Applicable Lending Office to the Agent at the applicable Agent’s Account, in same day funds, such Lender’s ratable portion of such Borrowing. After the Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds available to the Borrower requesting the applicable Borrowing at the address and in the account of such Borrower specified in the applicable Notice of Borrowing. (b) Each Swing Line Borrowing shall be made on notice, given not later than 1:00 P.M. (New York City time) on the date of the proposed Funding Swing Line Borrowing by the applicable Borrower to the Swing Line Bank and the Agent, of which the Agent shall give prompt notice to the Lenders. Each such notice of a Swing Line Borrowing (a “Notice of Swing Line Borrowing”) shall be by telephone, confirmed promptly in writing or telecopier, specifying therein the requested (i) date of such Borrowing, (ii) amount of such Borrowing and (iii) maturity of such Borrowing (which maturity shall be no later than the earlier of (A) the tenth Business Day after the requested date of such Borrowing and (B) the Termination Date applicable to the US Revolving Credit Facility under clause (a) of the definition of “Termination Date” (the “Swing Line Advance Maturity Date”)). The Swing Line Bank shall, before 1:00 P.M. (New York City time) on the date of such Swing Line Borrowing, make such Swing Line Borrowing available to the Agent at the Agent’s Account, in same day funds. After the Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds available to the applicable Borrower at the address and in the account of such Borrower specified in the applicable Notice of Borrowing Swing Line Borrowing. Upon written demand by the Swing Line Bank, with a copy of such demand to the Agent, each other US Revolving Lender will purchase from the Swing Line Bank, and the Swing Line Bank shall specify sell and assign to each such other US Revolving Lender, such other US Revolving Lender’s Ratable Share of such outstanding Swing Line Advance, by making available for the account of its Applicable Lending Office to the Agent for the account of the Swing Line Bank, by deposit to the Agent’s Account, in same day funds, an amount equal to its Ratable Share of such Swing Line Advance. Each Borrower hereby agrees to each such sale and assignment. Each US Revolving Lender agrees to purchase its Ratable Share of an outstanding Swing Line Advance on (i) the proposed Funding Date Business Day on which demand therefor is made by the Swing Line Bank, provided that notice of such demand is given not later than 11:00 A.M. (which New York City time) on such Business Day or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such assignment by the Swing Line Bank to any other US Revolving Lender of a portion of a Swing Line Advance, the Swing Line Bank represents and warrants to such other US Revolving Lender that the Swing Line Bank is the legal and beneficial owner of such interest being assigned by it, but makes no other representation or warranty and assumes no responsibility with respect to such Swing Line Advance, this Agreement, the Notes or the Borrowers. If and to the extent that any US Revolving Lender shall not have so made its Ratable Share of such Swing Line Advance available to the Agent, such US Revolving Lender agrees to pay to the Agent forthwith on demand such amount together with interest thereon, for each day from the date such US Revolving Lender is required to have made such amount available to the Agent until the date such amount is paid to the Agent, at the Federal Funds Rate. If such US Revolving Lender shall pay to the Agent such amount for the account of the Swing Line Bank on any Business Day, such amount so paid in respect of principal shall constitute a Swing Line Advance made by such US Revolving Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Swing Line Advance made by the Swing Line Bank shall be a reduced by such amount on such Business Day). (c) Anything in subsection (a) above to the contrary notwithstanding, (i) after giving effect to all Term A Borrowings, CDN Term A Borrowings, JPY Term A-1 Borrowings and Euro Term A Borrowings, there shall not be more than (W) five Interest Periods in effect in respect of the Term A Facility, (X) five Interest Periods in effect in respect of the CDN Term A Facility, and (Y) five Interest Periods in effect in respect of the JPY Term A-1 Facility and (Z) five Interest Periods in effect in respect of the Euro Term A Facility, (ii) after giving effect to all Term B-1 Borrowings, there shall not be more than five Interest Periods in effect in respect of the amount and type of Loans requestedTerm B-1 Facility, (iii) after giving effect to all Euro Term B-1 Borrowings, there shall not be more than five Interest Periods in effect in respect of the Euro Term B-1 Facility and (iv) after giving effect to all Revolving Credit Borrowings, there shall not be more than (A) ten Interest Periods in effect in respect of the US Revolving Credit Facility and (B) ten Interest Periods in effect in respect of the Multicurrency Revolving Credit Facility. (d) Each Notice of Borrowing and Notice of Swing Line Borrowing of any Borrower shall be irrevocable and binding on such Borrower. In the case of any Borrowing that the related Notice of Borrowing specifies is to be comprised of Eurocurrency Rate Advances, the Borrower requesting such Borrowing shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (e) Unless the Agent shall have received notice from a Lender prior to the time of any Borrowing under the applicable Revolving Credit Facility that such Lender will not make available to the Agent such Lender’s ratable portion of such Borrowing under the applicable Revolving Credit Facility, the Agent may assume that such Lender has made such portion available to the Agent on the date of such Borrowing under the applicable Revolving Credit Facility in accordance with subsection (a) of this Section 2.02 and the Agent may, in reliance upon such assumption, make available to the Borrower requesting such Borrowing under the applicable Revolving Credit Facility on such date a corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to the Agent, such Lender agrees to repay to the Agent forthwith on demand such corresponding amount. If such Lender does not pay such corresponding amount forthwith upon the Agent’s demand therefor, the Agent shall promptly notify the applicable Borrower and such Borrower shall immediately pay such corresponding amount to the Agent. The Agent shall also be entitled to receive from such Lender or such Borrower, as the case may be, interest on such corresponding amount, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Agent, at (i) in the case of Swing Line Loanssuch Borrower, that the interest rate applicable at the time to Advances comprising such Loans shall be Base Rate Loans, Borrowing under the applicable Revolving Credit Facility and (ivii) in the case of any other Loanssuch Lender, whether such Loans shall be Base (A) the Federal Funds Rate Loans or Eurodollar Rate Loans, and (v) in the case of Advances denominated in Dollars or (B) the cost of funds incurred by the Agent in respect of such amount in the case of Advances denominated in JPY or Committed Currencies. If such Lender shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this Agreement. (f) The failure of any Loans requested Lender to make the Advance to be made by it as Eurodollar Rate Loans, the initial Interest Period requested therefor. Term Loans and Working Capital Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering the above-described Notice of Borrowing, Company may give Administrative Agent telephonic notice by the required time part of any proposed borrowing under this subsection 2.1B; PROVIDED that such notice Borrowing or to make the Swing Line Advance to be made by it as part of any Swing Line Borrowing shall be promptly confirmed in writing by delivery not relieve any other Lender of a Notice of Borrowing its obligation, if any, hereunder to Administrative Agent on or before the applicable Funding Date. Any Loans made make its Advance on the Closing Date and on the Merger Date (if the Merger Date occurs on or prior to three Business Days after the Closing Date) may be Eurodollar Loans regardless date of whether this Agreement has been executed at least three Business Days prior to such date and so long as Company has delivered a Notice of Borrowing with respect thereto on or prior to three Business Days prior to such date and has also delivered an indemnity agreement covering broken funding losses in form and substance reasonably satisfactory to Agents. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative 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 2.1B, and upon funding of Loans by Lenders in accordance with this Agreement pursuant to any such telephonic notice Company shall have borrowed Loans hereunder. Company shall notify Administrative Agent prior to the funding of any Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Borrowing as being true and correct on any applicable Funding Date is not true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Loans shall constitute a certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Borrowing as being true and correct on such Funding Date. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing in accordance therewith or to pay the amounts payable pursuant to Section 2.6D prejudice any rights which any Borrower may have against any Lenders as a result of any default by such Lender hereunder. No Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing. (g) Notwithstanding anything herein to the contrary, each Lender at its option may make any Advances by causing any domestic or foreign branch or Affiliate of such Lender to make such borrowingAdvances; provided that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Advances in accordance with the terms of this Agreement.

Borrowing Mechanics. Term Loans or Revolving Loans (including any such Loans made as Eurodollar Rate Loans with a particular Interest Period) made on any Funding Date (other than Working Capital Revolving Loans deemed made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(iv) for the purpose of repaying any Refunded Swing Line Loans or Working Capital and Revolving Loans made pursuant to subsection 3.3B for the purpose of reimbursing any Issuing Lender for the amount of a drawing or payment under a Letter of Credit issued by it ("LC REFUNDING LOANS")it) shall be in an aggregate minimum amount of $1,000,000 500,000 and integral multiples of $100,000 in excess of that amount; provided that any Eurodollar Rate Loan shall be in a minimum amount of $2,000,000 and integral multiples of $500,000 in excess of that amount. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $250,000 100,000 and integral multiples of $10,000 50,000 in excess of that amount. Whenever Company desires that Lenders make Loans (other than Swing Line Term Loans or LC Refunding Loans) Revolving Loans it shall deliver to Administrative Agent a Notice of Borrowing no later than 12:00 Noon (Chicago New York time) ), at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan, other than Eurodollar Loans to be made on the Closing Date or the Merger Date, if the Merger Date occurs on or prior to three at least one Business Days after the Closing Date) or 12:00 Noon (Chicago time) on Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a Notice of Borrowing no later than 12:00 Noon (Chicago New York time) on the proposed Funding Date. The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount and type of Loans requested, (iii) in the case of Swing Line LoansLoans and Loans made on the Closing Date, that such Loans shall be Base Rate Loans, (iv) in the case of any Loans other than Swing Line Loans, whether such Loans shall be Base Rate Loans or Eurodollar Rate Loans, and (v) in the case of any Loans requested to be made as Eurodollar Rate Loans, the initial Interest Period requested therefor. Term Loans and Working Capital Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering the above-described Notice of Borrowing, Company may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; PROVIDED provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Borrowing to Administrative Agent on or before the applicable Funding Date. Any Loans made on the Closing Date and on the Merger Date (if the Merger Date occurs on or prior to three Business Days after the Closing Date) may be Eurodollar Loans regardless of whether this Agreement has been executed at least three Business Days prior to such date and so long as Company has delivered a Notice of Borrowing with respect thereto on or prior to three Business Days prior to such date and has also delivered an indemnity agreement covering broken funding losses in form and substance reasonably satisfactory to Agents. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative 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 2.1B, and upon funding of Loans by Lenders in accordance with this Agreement pursuant to any such telephonic notice Company shall have borrowed Loans hereunder. Company shall notify Administrative Agent prior to the funding of any Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Borrowing as being true and correct on any applicable Funding Date is not true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Loans shall constitute a certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Borrowing as being true and correct on such Funding Date. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing in accordance therewith or to pay the amounts payable pursuant to Section 2.6D as a result of the failure to make such borrowing.applicable

Borrowing Mechanics. Term Loans or Revolving Loans made on any Funding Date (other than Working Capital Revolving Loans deemed made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(iv2.1A(v) for the purpose of repaying any Refunded Swing Line Loans or Working Capital Revolving Loans made pursuant to subsection 3.3B for the purpose of reimbursing any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it ("LC REFUNDING LOANS")it) shall be in an aggregate minimum amount of $1,000,000 and multiples of $100,000 1,000,000 in excess of that amount; provided that -------- Term Loans or Revolving Loans made on any Funding Date as Eurodollar Rate Loans with a particular Interest Period shall be in an aggregate minimum amount of $2,500,000 and integral multiples of $1,000,000 in excess of that amount. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $250,000 and integral multiples of $10,000 250,000 in excess of that amount. Whenever Company desires that Lenders make Loans (other than Swing Line Term Loans or LC Refunding Loans) Revolving Loans it shall deliver to Administrative Agent a Notice of Borrowing no later than 12:00 Noon 11:00 A.M. (Chicago New York City time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan, other than Eurodollar Loans to be made on the Closing Date or the Merger Date, if the Merger Date occurs on or prior to three Business Days after the Closing Date) or 12:00 Noon (Chicago time) on at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a Notice of Borrowing no later than 12:00 Noon 11:00 A.M. (Chicago New York City time) on the proposed Funding Date. The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount and type of Loans requested, (iii) in the case of Swing Line LoansLoans and any Loans made on the Effective Date, that such Loans shall be Base Rate Loans, (iv) in the case of any other LoansTerm Loans and Revolving Loans not made on the Effective Date, whether such Loans shall be Base Rate Loans or Eurodollar Rate Loans, and (v) in the case of any Loans requested to be made as Eurodollar Rate Loans, the initial Interest Period requested therefor. Term Loans and Working Capital Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering the above-described Notice of Borrowing, Company may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; PROVIDED provided -------- that such notice shall be promptly confirmed in writing by delivery of a Notice of Borrowing to Administrative Agent on or before the applicable Funding Date. Any Loans made on the Closing Date and on the Merger Date (if the Merger Date occurs on or prior to three Business Days after the Closing Date) may be Eurodollar Loans regardless of whether this Agreement has been executed at least three Business Days prior to such date and so long as Company has delivered a Notice of Borrowing with respect thereto on or prior to three Business Days prior to such date and has also delivered an indemnity agreement covering broken funding losses in form and substance reasonably satisfactory to Agents. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person Person authorized to borrow on behalf of Company or for otherwise acting in good faith under this subsection 2.1B, and upon funding of Loans by Lenders in accordance with this Agreement pursuant to any such telephonic notice Company shall have borrowed effected Loans hereunder. Company shall notify Administrative Agent prior to the funding of any Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Borrowing as being true and correct on any applicable Funding Date is not no longer true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Loans shall constitute a re-certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Borrowing as being true and correct on such Funding DateBorrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing in accordance therewith or to pay the amounts payable pursuant to Section 2.6D as a result of the failure to make such borrowing.therewith. C.

Borrowing Mechanics. Term Loans or Revolving Loans made on any Funding Date (other than Working Capital Revolving Loans deemed made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(iv2.1A(v) for the purpose of repaying any Refunded Swing Line Loans or Working Capital Revolving Loans made pursuant to subsection 3.3B for the purpose of reimbursing any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it ("LC REFUNDING LOANS")it) shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $100,000 500,000 in excess of that amount; provided Revolving Loans made on any Funding Date as Eurodollar -------- Rate Loans or Term Loans made on any Funding Date as Eurodollar Rate Loans or Canadian Eurodollar Rate Loans, as the case may be, with a particular Interest Period shall be in an aggregate minimum amount of $5,000,000 and integral multiples of $500,000 in excess of that amount. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $250,000 500,000 and integral multiples of $10,000 100,000 in excess of that amount. Whenever Company any Borrower desires that Lenders make Loans (other than Swing Line Term Loans or LC Refunding Loans) Revolving Loans it shall deliver to Administrative Agent a Notice of Borrowing no later than 12:00 Noon (Chicago New York City time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan or Canadian Eurodollar Rate Loan, other than Eurodollar Loans to be made on as the Closing Date or the Merger Date, if the Merger Date occurs on or prior to three Business Days after the Closing Datecase may be) or no later than 12:00 Noon (Chicago New York City time) on at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan) or no later than 12:00 Noon (Toronto time) at least one Business Day in advance of the proposed Funding Date (in the case of a Canadian Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a Notice of Borrowing no later than 12:00 Noon (Chicago New York City time) on the proposed Funding Date. The Notice of Borrowing shall specify (i) the proposed Borrower, (ii) the proposed Funding Date (which shall be a Business Day), (iiiii) the amount and type of Loans requested, (iiiiv) in the case of Swing Line LoansLoans made on the Closing Date, that such Loans shall be Base Rate Loans or Canadian Base Rate Loans, as applicable, (ivv) in the case of any other LoansRevolving Loans not made on the Closing Date, whether such Loans shall be Base Rate Loans or Eurodollar Rate Loans, and (vvi) in the case of any Loans requested to be made as Eurodollar Rate Loans, the initial Interest Period requested therefor. Term , (vii) in the case of Acquisition Loans and prior to the Acquisition Loan Conversion Date, that, after giving effect to the requested Loans, the Acquisition Loans will not exceed the Acquisition Revolving Loan Commitments, (viii) in the case of Working Capital Revolving Loans, that, after giving effect to the requested Loans, the Total Utilization of Working Capital Revolving Loan Commitments will not exceed the Working Capital Revolving Loan Commitments and (ix) that after giving effect to the requested Loans, that Company's Consolidated Fixed Charge Coverage Ratio (as that term is defined in the Subordinated Note Indenture) will be greater than 2.25 to 1.00. Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. Canadian Term Loans may be continued as or converted into Canadian Base Rate Loans and Canadian Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering the above-described Notice of Borrowing, Company a Borrower may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; PROVIDED provided that such notice shall be promptly -------- confirmed in writing by delivery of a Notice of Borrowing to Administrative Agent on or before the applicable Funding Date. Any Loans made on the Closing Date and on the Merger Date (if the Merger Date occurs on or prior to three Business Days after the Closing Date) may be Eurodollar Loans regardless of whether this Agreement has been executed at least three Business Days prior to such date and so long as Company has delivered a Notice of Borrowing with respect thereto on or prior to three Business Days prior to such date and has also delivered an indemnity agreement covering broken funding losses in form and substance reasonably satisfactory to Agents. Neither Administrative Agent nor any Lender shall incur any liability to Company any Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to borrow on behalf of Company such Borrower or for otherwise acting in good faith under this subsection 2.1B, and upon funding of Loans by Lenders in accordance with this Agreement pursuant to any such telephonic notice Company such Borrower shall have borrowed effected Loans hereunder. Company The applicable Borrower shall notify Administrative Agent prior to the funding of any Loans in the event that any of the matters to which Company such Borrower is required to certify in the applicable Notice of Borrowing as being true and correct on any applicable Funding Date is not no longer true and correct as of the applicable Funding Date, and the acceptance by Company such Borrower of the proceeds of any Loans shall constitute a re-certification by Companysuch Borrower, as of the applicable Funding Date, as to the matters to which Company such Borrower is required to certify in the applicable Notice of Borrowing as being true and correct on such Funding DateBorrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for a Eurodollar Rate Loan or Canadian Eurodollar Rate Loan, as the case may be, (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company the applicable Borrower shall be bound to make a borrowing in accordance therewith or to pay the amounts payable pursuant to Section 2.6D as a result of the failure to make such borrowingtherewith.

Borrowing Mechanics. Loans made on any Funding Date (other than Working Capital Swing Line Loans, Revolving Loans deemed made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(iv2.1A(ii) for the purpose of repaying any Refunded Swing Line Loans or Working Capital Revolving Loans made pursuant to subsection 3.3B for the purpose of reimbursing any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it ("LC REFUNDING LOANS")3.3B) shall be in an aggregate minimum amount of (i) with respect to Loans made as Base Rate Loans, $250,000 and multiples of $100,000 in excess of that amount and (ii) with respect to Loans made as Eurodollar Rate Loans, $1,000,000 and multiples of $100,000 in excess of that amount. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $250,000 and multiples of $10,000 100,000 in excess of that amount. Whenever Company Borrower desires that Lenders make Revolving Loans (other than Swing Line Loans or LC Refunding Loans) it shall deliver to Administrative Agent a duly executed Notice of Borrowing (i) in the case of a Eurodollar Rate Loan, no later than 12:00 Noon 11:00 A.M. (Chicago Los Angeles time) at least three Business Days in advance of the proposed Funding Date and (in the case of a Eurodollar Rate Loan, other than Eurodollar Loans to be made on the Closing Date or the Merger Date, if the Merger Date occurs on or prior to three Business Days after the Closing Dateii) or 12:00 Noon (Chicago time) on the proposed Funding Date (in the case of a Base Rate Loan), no later than 10:00 A.M. (Los Angeles time) on the proposed Funding Date. Whenever Company Borrower desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a duly executed Notice of Borrowing no later than 12:00 Noon 11:00 A.M. (Chicago Los Angeles time) on the proposed Funding Date. The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount and type of Loans requested, (iii) in the case of Swing Line Loans, that such Loans shall be Base Rate Loans, (iv) in the case of any other Loans, whether such Loans shall be Base Rate Loans or Eurodollar Rate Loans, and (v) in the case of any Loans requested to be made as Eurodollar Rate Loans, the initial Interest Period requested therefor. Term Loans and Working Capital Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering the above-described a Notice of Borrowing, Company Borrower may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; PROVIDED provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Borrowing to Administrative Agent on or before the applicable Funding Date. Any Loans made on the Closing Date and on the Merger Date (if the Merger Date occurs on or prior to three Business Days after the Closing Date) may be Eurodollar Loans regardless of whether this Agreement has been executed at least three Business Days prior to such date and so long as Company has delivered a Notice of Borrowing with respect thereto on or prior to three Business Days prior to such date and has also delivered an indemnity agreement covering broken funding losses in form and substance reasonably satisfactory to Agents. Neither Administrative Agent nor any Lender shall incur any liability to Company Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer an Officer or other person authorized to borrow on behalf of Company Borrower or for otherwise acting in good faith under this subsection 2.1B2.1B or under subsection 2.2D, and upon funding of Loans by Lenders Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case in accordance with this Agreement Agreement, pursuant to any such telephonic notice Company Borrower shall have borrowed effected Loans or a conversion or continuation, as the case may be, hereunder. Company Borrower shall notify Administrative Agent prior to the funding of any Loans in the event that any of the matters to which Company Borrower is required to certify in the applicable Notice of Borrowing as being true and correct on any applicable Funding Date is not no longer true and correct as of the applicable Funding Date, and the acceptance by Company Borrower of the proceeds of any Loans shall constitute a re-certification by CompanyBorrower, as of the applicable Funding Date, as to the matters to which Company Borrower is required to certify in the applicable Notice of Borrowing as being true and correct on such Funding DateBorrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for, or a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company Borrower shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewith or to pay the amounts payable pursuant to Section 2.6D as a result of the failure to make such borrowingtherewith.

Borrowing Mechanics. Loans (A) Base Rate Advances shall be made to a Borrower on irrevocable telephonic or written notice given to Agent by such Borrower not later than 12:00 noon, Chicago time, on the Business Day on which the proposed Base Rate Advance is requested to be made. At any Funding Date (other than Working Capital Loans deemed made time prior to the occurrence of a Default or an Event of Default, a Borrower may request the continuation of a LIBOR Rate Advance or the conversion of any Advance from one Type of Advance to another pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(ivthis Agreement; provided that (i) for the purpose conversions of repaying all or any Refunded Swing Line Loans or Working Capital Loans made pursuant to subsection 3.3B for the purpose of reimbursing any Issuing Lender for the amount portion of a drawing under LIBOR Rate Advance may be made only as of the last date of the Interest Period applicable thereto; (ii) such continuation or conversion would not violate any other provisions of this Agreement; and (iii) without limiting Subsections 9.1 or 9.2 or any other rights and remedies of Agent and each Lender, after the occurrence of a Letter Default or Event of Credit issued by it ("LC REFUNDING LOANS")) Default, such a continuation or conversion may only be made with the consent of the Agent. LIBOR Rate Advances, and any continuations of, or conversions to LIBOR Rate Advances, shall be in an aggregate minimum principal amount of $1,000,000 and multiples or an integral multiple thereof. LIBOR Rate Advances, or continuation of $100,000 in excess any LIBOR Rate Advance, or conversion of that amount. Swing Line Loans any Base Rate Advance to a LIBOR Rate Advance, may be made on any Funding Date shall be in an aggregate minimum amount of $250,000 and multiples of $10,000 in excess of that amount. Whenever Company desires that Lenders make Loans (other than Swing Line Loans or LC Refunding Loans) it shall deliver upon irrevocable written notice given to Administrative Agent by a Notice of Borrowing Borrower no later than 12:00 Noon (noon, Chicago time) at least , three Business Days in advance prior to the commencement of the proposed Funding Date (in Interest Period applicable thereto. In each such notice, such Borrower shall specify, as to continuations and conversions, the case amount of a Eurodollar Rate Loan, other than Eurodollar Loans the Advance to be made on so continued or converted, as to new LIBOR Rate Advances, the Closing Date or requested principal amount thereof, and in any case the Merger Dateapplicable Interest Period, if and the Merger Date occurs on or prior to three Business Days after first and last day of the Closing Date) or 12:00 Noon (Chicago time) on the proposed Funding Date (in the case Interest Period, each of a Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a Notice of Borrowing no later than 12:00 Noon (Chicago time) on the proposed Funding Date. The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day). LIBOR Rate Advances shall automatically convert to Base Rate Advances at the end of the applicable Interest Period unless such Borrower gives the requisite notice in accordance with the procedures set forth above to continue the same as LIBOR Rate Advances. No Borrower shall be entitled to elect any Interest Period with respect to a LIBOR Rate Advance if the provisions of this Agreement would require such Borrower to repay or prepay any portion of such LIBOR Rate Advance prior to the end of such Interest Period. (i) Each notice described in this Subsection 2.5(A) shall be given by an Authorized Officer of the Borrower giving such notice either by telephone, telecopy, telex, or cable, and, if such notice (iiother than an irrevocable notice of borrowing of a Base Rate Advance) is by telephone, confirmed in writing, substantially in the amount form of Exhibit B in the case of a request for an Advance (the "Notice of Borrowing") and type in the form of Loans requested, Exhibit C (iiithe "Notice of Conversion") in the case a conversion or continuation of Swing Line Loansan Advance; provided, however, that such Loans subject to Subsection 2.5(D), telephonic notices requesting a Base Rate Advance need not be confirmed in writing unless requested by Agent. Each Notice of Borrowing and Notice of Conversion shall be Base Rate Loans, irrevocable by and binding on the Borrower giving such Notice of Conversion or Notice of Borrowing. (ivii) in the case of any other Loans, whether such Loans Agent shall be Base Rate Loans entitled to rely conclusively on each Authorized Officer's authority to request, convert or Eurodollar Rate Loans, and (v) in continue Advances on behalf of such Borrower. Agent shall have no duty to verify the case authenticity of the signature appearing on any Loans requested to be made as Eurodollar Rate Loans, the initial Interest Period requested therefor. Term Loans and Working Capital Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering the above-described Notice of Borrowing, Company may give Administrative Notice of Conversion or other writing delivered pursuant to this Subsection 2.5(A) and, with respect to an oral request for an Advance or the conversion or continuation thereof, Agent telephonic notice by shall have no duty to verify the required time identity of any proposed borrowing under this subsection 2.1B; PROVIDED that such notice shall be promptly confirmed in writing by delivery of a Notice of Borrowing to Administrative Agent on or before the applicable Funding Date. Any Loans made on the Closing Date and on the Merger Date (if the Merger Date occurs on or prior to three Business Days after the Closing Date) may be Eurodollar Loans regardless of whether this Agreement has been executed at least three Business Days prior to such date and so long individual representing himself as Company has delivered a Notice of Borrowing with respect thereto on or prior to three Business Days prior to such date and has also delivered an indemnity agreement covering broken funding losses in form and substance reasonably satisfactory to AgentsAuthorized Officer. Neither Administrative Agent nor any Lender of the Lenders shall incur any liability to Company in any Borrower as a result of acting upon any telephonic notice referred to above that Administrative in this Subsection 2.5(A) which notice Agent believes in good faith to have been given by a duly authorized officer an Authorized Officer or other person individual authorized to borrow request an Advance or convert or continue an Advance on behalf of Company such Borrower or for otherwise acting in good faith under this subsection 2.1BSubsection 2.5(A) and, and upon funding the funding, conversion or continuation of Loans an Advance by the Lenders in accordance with this Agreement Agreement, pursuant to any such telephonic notice Company notice, such Borrower shall be deemed to have borrowed Loans or converted or continued such Advance hereunder. (iii) Borrowers may collectively request one or more (but not more than six (6)) Advances, conversions of Advances and continuations of Advances on a single day. Company shall notify Administrative Agent prior By giving notice as set forth above with respect to a LIBOR Rate Advance or with respect to a conversion into or continuation of a LIBOR Rate Advance, such Borrower shall, subject to the funding other provisions of this Section 2, specify the applicable Interest Period. The determination of the Interest Period shall be subject to the following provisions: (i) the initial Interest Period for any LIBOR Rate Advance shall commence on the date of such LIBOR Rate Advance which shall be a Business Day and each Interest Period (if any) occurring thereafter for such LIBOR Rate Advance shall commence on the day on which the next preceding Interest Period for such LIBOR Rate Advance expires; (ii) there shall be no more than six (6) Interest Periods in the aggregate for all Borrowers in effect at any one time; and (iii) no Interest Period may be selected which extends beyond the last day of the Term. (B) In the event a Borrower is unable to comply with (i) the Current Asset Base limitations applicable to it set forth in Subsection 2.4 or (ii) the conditions precedent to the making of a Revolving Loan, the Lenders authorize Agent, in its sole discretion, to make Revolving Loans (and Lenders shall fund their Revolving Proportionate Share of such Revolving Loans upon the request of Agent) ("Interim Revolving Loans") for a period commencing on the date Agent first receives a Notice of Borrowing requesting an Interim Revolving Loan until the earlier of (i) the 20th Business Day after such date, or (ii) the date such Borrower is again able to comply with the Current Asset Base limitations applicable to it and the conditions precedent to the making of Revolving Loans set forth in Sections 2.4 and 4.2 hereof, or obtains an amendment or waiver with respect thereto (in each case, the "Interim Revolving Loan Period"). Agent shall not, in any event, make any Interim Revolving Loan if at such time the amount of such Interim Revolving Loan when added to the then aggregate outstanding principal amount of other Interim Revolving Loans made to all Borrowers would exceed $5,000,000; provided that, notwithstanding any of the foregoing limitations in this Subsection 2.5(B), Agent may make Revolving Loans (consisting of one or more Base Rate Advances) in an amount not to exceed $2,500,000 outstanding at any one time (and Lenders shall fund their Revolving Proportionate Share of such Revolving Loans upon the request of Agent) intended to preserve, protect or enhance the liquidation value of the Collateral. All Interim Revolving Loans shall be Base Rate Advances. An Interim Revolving Loan shall cease to be an Interim Revolving Loan (and shall be deemed to be an Advance consisting of Revolving Loans) if the unsatisfied conditions giving rise to such Interim Revolving Loan shall thereafter be satisfied or the events which cause such Advance to be an Interim Revolving Loan shall thereafter cease to exist. (C) Each Lender shall be entitled to earn interest at the then applicable rate of interest, calculated in accordance with Subsection 2.21 hereof, on outstanding Loans which it has funded to Agent. (D) Notwithstanding the obligation of a Borrower to send written confirmation of a Notice of Borrowing or Notice of Conversion made by telephone, in the event that any of the matters to which Company is required to certify in the applicable Notice of Borrowing as being true and correct on any applicable Funding Date is not true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Loans shall constitute a certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Borrowing as being true and correct on such Funding Date. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, Agent acts upon a Notice of Borrowing for a Eurodollar Rate Loan (or Notice of Conversion made by telephone, such telephonic notice in lieu thereof) of borrowing or notice of conversion shall be irrevocable binding on and after such Borrower whether or not written confirmation is sent by such Borrower or subsequently requested by Agent. Agent may act prior to the related Interest Rate Determination Datereceipt of any written confirmation, and Company without any liability whatsoever, based upon telephonic notice believed by Agent in good faith to be from such Borrower or its Authorized Officers. Agent's records of the terms of any telephonic Notices of Borrowing or Notice of Conversion shall be bound to make a borrowing conclusive on each Borrower and the Lenders in accordance therewith the absence of gross negligence or to pay willful misconduct on the amounts payable pursuant to Section 2.6D as a result part of the failure to make such borrowingAgent in connection therewith.

Borrowing Mechanics. Term Loans or Revolving Loans made on any Funding Date (other than Working Capital Loans deemed made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(iv) for the purpose of repaying any Refunded Swing Line Loans or Working Capital Revolving Loans made pursuant to subsection 3.3B for the purpose of reimbursing any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it ("LC REFUNDING LOANS")3.3B) shall be in an aggregate minimum amount of $1,000,000 and multiples of $100,000 500,000 in excess of that amount. Swing Line ; provided that Term Loans or Revolving Loans made on any -------- Funding Date as Eurodollar Rate Loans with a particular Interest Period shall be in an aggregate minimum amount of $250,000 1,000,000 and multiples of $10,000 500,000 in excess of that amount. Whenever Company a Borrower desires that Lenders make Loans (other than Swing Line Term Loans or LC Refunding Revolving Loans) it , Borrowers' Agent shall deliver to Administrative Agent a duly executed Notice of Borrowing no later than 12:00 Noon 10:00 A.M. (Chicago New York City time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan, other than Eurodollar Loans to be made on the Closing Date or the Merger Date, if the Merger Date occurs on or prior to three Business Days after the Closing Date) or 12:00 Noon (Chicago time) on the proposed Funding Date (in the case of a Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a Notice of Borrowing no later than 12:00 Noon (Chicago time) on the proposed Funding Date. The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount and type of Loans requested, (iii) in the case of Swing Line Loans, that such Loans shall be Base Rate Loans, (iv) in the case of any other Loans, whether such Loans shall be Base Rate Loans or Eurodollar Rate Loans, and (v) in the case of any Loans requested to be made as Eurodollar Rate Loans, the initial Interest Period requested therefor. Term Loans and Working Capital Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering the above-described a Notice of Borrowing, Company Borrowers' Agent may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; PROVIDED provided that such notice shall -------- be promptly confirmed in writing by delivery of a duly executed Notice of Borrowing to Administrative Agent on or before the applicable Funding Date. Any Loans made on the Closing Date and on the Merger Date (if the Merger Date occurs on or prior to three Business Days after the Closing Date) may be Eurodollar Loans regardless of whether this Agreement has been executed at least three Business Days prior to such date and so long as Company has delivered a Notice of Borrowing with respect thereto on or prior to three Business Days prior to such date and has also delivered an indemnity agreement covering broken funding losses in form and substance reasonably satisfactory to Agents. Neither Administrative Agent nor any Lender shall incur any liability to Company Borrowers in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer an Officer or other person authorized to borrow on behalf of Company Borrowers or for otherwise acting in good faith under this subsection 2.1B2.1B or under subsection 2.2D, and upon funding of Loans by Lenders Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case in accordance with this Agreement Agreement, pursuant to any such telephonic notice Company Borrowers' Agent shall have borrowed effected Loans or a conversion or continuation, as the case may be, hereunder. Company Borrowers' Agent shall notify Administrative Agent prior to the funding of any Loans in the event that any of the matters to which Company is Borrowers are required to certify in the applicable Notice of Borrowing as being true and correct on any applicable Funding Date is not no longer true and correct as of the applicable Funding Date, and the acceptance by Company the Borrower or Borrowers of the proceeds of any Loans shall constitute a re-certification by CompanyBorrowers, as of the applicable Funding Date, as to the matters to which Company is Borrowers are required to certify in the applicable Notice of Borrowing as being true and correct on such Funding DateBorrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for, or a Notice of Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company the Borrower or Borrowers on whose behalf such notice is given shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewith or to pay therewith. Notwithstanding the amounts payable pursuant to Section 2.6D as foregoing provisions of this subsection 2.1B, no Eurodollar Rate Loans may be made and no Base Rate Loan may be converted into a result Eurodollar Rate Loan until the earlier of the failure sixtieth day after the Closing Date and the date specified by Syndication Agent to make such borrowingBorrowers on which the primary syndication of the Loans has been completed.

Borrowing Mechanics. Loans The Loan made on any Funding Date (other than Working Capital Loans deemed made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(iv) for the purpose of repaying any Refunded Swing Line Loans or Working Capital Loans made pursuant to subsection 3.3B for the purpose of reimbursing any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it ("LC REFUNDING LOANS")) shall be in an aggregate minimum amount of $1,000,000 and multiples of $100,000 in excess of that amount. Swing Line Loans made on any Funding Closing Date shall be in an aggregate minimum amount of equal to Thirty Million Dollars ($250,000 and multiples of $10,000 in excess of that amount30,000,000). Whenever Company desires that Lenders make Loans (other than Swing Line Loans or LC Refunding Loans) it Borrower shall deliver to Administrative Agent the Initial Lender a duly executed Notice of Borrowing no later than 12:00 Noon 1:00 P.M. (Chicago New York, New York time) at least three one (1) Business Days Day in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan, other than Eurodollar Loans to be made on the Closing Date or the Merger Date, if the Merger Date occurs on or prior to three Business Days after the Closing Date) or 12:00 Noon (Chicago time) on the proposed Funding Date (in the case of a Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a Notice of Borrowing no later than 12:00 Noon (Chicago time) on the proposed Funding Date. The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount and type of Loans requested, (iii) in the case of Swing Line Loans, that such Loans shall be Base Rate Loans, (iv) in the case of any other Loans, whether such Loans shall be Base Rate Loans or Eurodollar Rate Loans, and (v) in the case of any Loans requested to be made as Eurodollar Rate Loans, the initial Interest Period requested therefor. Term Loans and Working Capital Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering the above-described a Notice of Borrowing, Company Borrower may give Administrative Agent Lender telephonic notice by the required time of any the proposed borrowing under this subsection 2.1Bon the Closing Date; PROVIDED provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Borrowing to Administrative Agent Lender on or before the applicable Funding Closing Date. Any Loans made Initial Lender acknowledges receipt of telephonic notice of the proposed borrowing on the Closing Date and on by the Merger Date (if the Merger Date occurs on or prior to three Business Days after the Closing Date) may be Eurodollar Loans regardless of whether this Agreement has been executed at least three Business Days prior to such date and so long as Company has delivered a Notice of Borrowing with respect thereto on or prior to three Business Days prior to such date and has also delivered an indemnity agreement covering broken funding losses in form and substance reasonably satisfactory to Agentsrequired time. Neither Administrative Agent nor any The Initial Lender shall not incur any liability to Company Borrower in acting upon any telephonic notice referred to above that Administrative Agent the Initial Lender believes in good faith to have been given by a duly authorized officer an Officer or other person authorized to borrow on behalf of Company Borrower or for otherwise acting in good faith under this subsection Section 2.1B, and upon funding of Loans the Loan by Lenders the Initial Lender in accordance with this Agreement pursuant to any such telephonic notice Company notice, Borrower shall have borrowed Loans effected the Loan hereunder. Company Borrower shall notify Administrative Agent the Initial Lender prior to the funding of any Loans the Loan in the event that any of the matters to which Company Borrower is required to certify in the Notice of Borrowing is no longer true and correct as of the Closing Date, and the acceptance by Borrower of the proceeds of any Loans shall constitute a re-certification by Borrower, as of the Closing Date, as to the matters to which Borrower is required to certify in the applicable Notice of Borrowing as being true and correct on any applicable Funding Date is not true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Loans shall constitute a certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Borrowing as being true and correct on such Funding Date. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing in accordance therewith or to pay the amounts payable pursuant to Section 2.6D as a result of the failure to make such borrowingBorrowing.

Borrowing Mechanics. Except for Revolving Loans made on any Funding Date (other than Working Capital Loans deemed made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(iv) for the purpose of repaying any Refunded Swing Line Loans or Working Capital Loans made pursuant to subsection 3.3B for the purpose of reimbursing any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it ("LC REFUNDING LOANS")) shall be in an aggregate minimum amount of $1,000,000 and multiples of $100,000 in excess of that amount. Swing Line Effective Date, Revolving Loans made on any Funding Date shall be in an aggregate minimum amount of $250,000 1,000,000 and integral multiples of $10,000 100,000 in excess of that amount. Whenever Company Borrower desires that Lenders make Loans (other than Swing Line Loans or LC Refunding Revolving Loans) , it shall deliver to Administrative Agent a Notice of Borrowing to Administrative Agent no later than 12:00 Noon 1:00 P.M. (Chicago New York City time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate LIBOR Loan, other than Eurodollar Loans to be made on the Closing Date or the Merger Date, if the Merger Date occurs on or prior to three Business Days after the Closing Date) or 12:00 Noon (Chicago time) on at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a Notice of Borrowing no later than 12:00 Noon (Chicago time) on the proposed Funding Date. The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount and type Type of Loans requested, (iii) in the case of Swing Line Loans, that such Revolving Loans shall be Base Rate Loans, (iv) in not made on the case of any other LoansEffective Date, whether such Loans shall be Base Rate Loans or Eurodollar Rate LIBOR Loans, and (viv) in the case of any Loans requested to be made as Eurodollar Rate LIBOR Loans, the initial Interest Period requested therefortherefore, and (v) information about the account of Borrower to be credited. Term Loans and Working Capital Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate LIBOR Loans in the manner provided in subsection 2.2D. In lieu of delivering the above-described Notice of Borrowing, Company Borrower may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; PROVIDED provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Borrowing to Administrative Agent on or before the applicable Funding Date. Any Loans made on the Closing Date and on the Merger Date (if the Merger Date occurs on or prior to three Business Days after the Closing Date) may be Eurodollar Loans regardless of whether this Agreement has been executed at least three Business Days prior to date such date and so long as Company has delivered a Notice of Borrowing with respect thereto on or prior to three Business Days prior to such date and has also delivered an indemnity agreement covering broken funding losses in form and substance reasonably satisfactory to Agentsnotice was given. Neither Administrative Agent nor any Lender shall incur any liability to Company Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to borrow on behalf of Company Borrower or for otherwise acting in good faith under this subsection 2.1B, and upon funding of Revolving Loans by Lenders in accordance with this Agreement pursuant to any such telephonic notice Company Borrower shall have borrowed effected Revolving Loans hereunder. Company Borrower shall notify Administrative Agent prior to the funding of any Revolving Loans in the event that any of the matters to which Company Borrower is required to certify in the applicable Notice of Borrowing as being true and correct on any applicable Funding Date is not no longer true and correct as of the applicable Funding Date, and the acceptance by Company Borrower of the proceeds of any Revolving Loans shall constitute a re-certification by CompanyBorrower, as of the applicable Funding Date, as to the matters to which Company Borrower is required to certify in the applicable Notice of Borrowing as being true and correct on such Funding DateBorrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for a Eurodollar Rate LIBOR Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Dateonce Administrative Agent receives such notice, and Company Borrower shall be bound to make a borrowing in accordance therewith or to pay the amounts payable pursuant to Section 2.6D as a result of the failure to make such borrowingtherewith.

Borrowing Mechanics. Loans made on any Funding Date (other than Working Capital Loans deemed made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(iv1) for the purpose of repaying any Refunded Swing Line Loans or Working Capital Loans made pursuant to subsection 3.3B for the purpose of reimbursing any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it ("LC REFUNDING LOANS")) shall be in an aggregate minimum amount of $1,000,000 and multiples of $100,000 in excess of that amount. Swing Line Prime Rate Loans made on any Funding Date shall be in an aggregate minimum amount of Twenty-five Thousand Dollars ($250,000 25,000) and integral multiples of Twenty-five Thousand Dollars ($10,000 25,000) in excess of that such amount. Whenever Company LIBOR Rate Loans made on any Funding Date shall be in an aggregate minimum amount of Five Hundred Thousand Dollars ($500,000) and integral multiples of One Hundred Thousand Dollars ($100,000) in excess of such amount. (2) When Borrower desires that Lenders make Loans to borrow under subsection 2.1 (other than Swing Line Loans A) or LC Refunding Loans(B) it Borrower shall deliver to Administrative Agent a Notice notice of Borrowing borrowing no later than 12:00 Noon noon (Chicago time) (i) on the proposed Funding Date in the case of a requested Prime Rate Loan and (ii) at least three two (2) Business Days in advance of the proposed Funding Date (in the case of a Eurodollar requested LIBOR Rate Loan, other than Eurodollar Loans to be made on the Closing Date or the Merger Date, if the Merger Date occurs on or prior to three Business Days after the Closing Date) or 12:00 Noon Loan (Chicago time) on the proposed Funding Date (in the case of a Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a "Notice of Borrowing no later than 12:00 Noon (Chicago time) on the proposed Funding DateBorrowing"). The Notice of Borrowing shall specify specify: (i1) the proposed Funding Date (which shall be a Business Day), ; (ii2) the amount and type of Loans requested, ; (iii3) in the case of Swing Line Loansa Revolving Loan, that such Loans shall be Base Rate Loans, the aggregate amount of the Revolving Loan will not exceed the Maximum Revolving Loan Amount; (iv4) in the case of any other Loans, whether such Loans shall be Base consist of Prime Rate Loans or Eurodollar LIBOR Rate Loans; (5) if such Loans, and (v) in the case of or any Loans requested portion thereof are to be made as Eurodollar LIBOR Rate Loans, the amounts thereof and the initial Interest Period requested Periods therefor; and (6) that no Default or Event of Default has occurred and is continuing or would result from the proposed advance. Term Loans Borrower may not borrow any LIBOR Rate Loan if any Default or Event of Default has occurred and Working Capital Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. is continuing. In lieu of delivering the above-described a Notice of Borrowing, Company Borrower may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1Bthe notice hereunder; PROVIDED provided that such notice shall be promptly confirmed in writing by delivery of a written Notice of Borrowing to Administrative Agent on or before the applicable Funding Date. Any Loans made on the Closing Date and on the Merger Date (if the Merger Date occurs on or prior to three Business Days after the Closing Date) may be Eurodollar Loans regardless of whether this Agreement has been executed at least three Business Days prior to such date and so long as Company has delivered a Notice of Borrowing with respect thereto on or prior to three Business Days prior to such date and has also delivered an indemnity agreement covering broken funding losses in form and substance reasonably satisfactory to Agentsthat same day. Neither Administrative Agent nor any Lender shall incur any liability to Company in Borrower for acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to borrow on behalf of Company Borrower or for otherwise acting in good faith under this subsection 2.1B2.1(C). Neither Agent nor any Lender will make any advance pursuant to any telephonic notice unless Agent has also received the most recent financial statements required under subsection 5.1 by noon (Chicago time). The making of an advance pursuant to telephonic notice shall constitute a Loan under this Agreement. Each such advance made to Borrower under the Revolving Loan shall be deposited by wire transfer in immediately available funds in such account as Borrower may from time to time designate to Agent in writing. (3) Borrower shall give Agent at least three (3) Business Days prior written notice of its desire to borrow any CAPEX Advance, which notice shall be accompanied by a certificate of Borrower describing, in reasonable detail, the Permitted CAPEX Equipment to be purchased with the proceeds thereof. Each notice of borrowing hereunder shall specify the Funding Date (which shall be a Business Day), whether such CAPEX shall consist of a Prime Rate Loan or a LIBOR Rate Loan and upon funding the Interest Period, if any, applicable thereto. Each such CAPEX Advance to Borrower shall be deposited in immediately available funds in such account as Borrower may from time to time designate to Agent in writing. (4) Agent shall notify Lenders of Loans by Lenders requested hereunder in accordance with this Agreement pursuant to any such telephonic notice Company shall have borrowed Loans hereunder. Company shall notify Administrative Agent prior to the funding of any Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Borrowing as being true and correct on any applicable Funding Date is not true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Loans shall constitute a certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Borrowing as being true and correct on such Funding Date. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing in accordance therewith or to pay the amounts payable pursuant to Section 2.6D as a result of the failure to make such borrowingsubsection 9.6.

Borrowing Mechanics. Whenever any Borrower desires to borrow Pro Rata Loans made on any Funding Date (other than Working Capital Loans deemed made pursuant to a request by Swing Line Lender pursuant to under this subsection 2.1A(iv) for the purpose of repaying any Refunded Swing Line Loans or Working Capital Loans made pursuant to subsection 3.3B for the purpose of reimbursing any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it ("LC REFUNDING LOANS")) shall be in an aggregate minimum amount of $1,000,000 and multiples of $100,000 in excess of that amount. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $250,000 and multiples of $10,000 in excess of that amount. Whenever Company desires that Lenders make Loans (other than Swing Line Loans or LC Refunding Loans) it shall deliver to Administrative Agent a Notice of Borrowing no later than 12:00 Noon (Chicago time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan, other than Eurodollar Loans to be made on the Closing Date or the Merger Date, if the Merger Date occurs on or prior to three Business Days after the Closing Date) or 12:00 Noon (Chicago time) on the proposed Funding Date (in the case of a Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line Loan2.1, it shall deliver to Administrative Agent a Notice of Pro Rata Borrowing no later than 12:00 Noon (Chicago i) 10:00 A.M. (California time) on the proposed Funding DateDate in the case of a Base Rate Loan, (ii) 10:00 A.M. (California time) at least three (3) Business Days in advance of the proposed Funding Date in the case of an Offshore Rate Loan denominated in Dollars, and (iii) 10:00 A.M. (California time) at least four (4) Business Days in advance of the proposed Funding Date in the case of an Offshore Currency Loan. The Each Notice of Pro Rata Borrowing shall specify specify: (i) the proposed Funding Date (which shall be a Business Day), ; (ii) the amount and type of Loans requested, ; (iii) in the case of Swing Line Loans, that whether such Pro Rata Loans shall be Base Rate Loans or Offshore Rate Loans and, in the case of Offshore Rate Loans, the Interest Period applicable thereto; (iv) in the case of any other a Borrowing comprised of Offshore Currency Loans, whether such Loans shall be Base Rate Loans or Eurodollar Rate Loans, the applicable Offshore Currency; and (v) that the Equivalent Amount in Dollars of the case of any Loans requested Total Utilization (after giving effect to be made as Eurodollar Rate Loans, the initial Interest Period requested thereforproposed borrowing) does not exceed the Total Pro Rata Commitments then in effect. Term Loans and Working Capital Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering the above-described any Notice of Pro Rata Borrowing, Company the Applicable Borrower may give Administrative Agent telephonic notice of the proposed borrowing (and the other information required by a Notice of Pro Rata Borrowing) by the required time of any proposed borrowing under this subsection 2.1B2.1; PROVIDED PROVIDED, HOWEVER, that such notice shall be promptly confirmed in writing by delivery of a Notice of Pro Rata Borrowing to Administrative Agent on or before the applicable Funding Date. Any Loans made on same date as the Closing Date and on the Merger Date (if the Merger Date occurs on or prior to three Business Days after the Closing Date) may be Eurodollar Loans regardless of whether this Agreement has been executed at least three Business Days prior to such date and so long as Company has delivered a Notice of Borrowing with respect thereto on or prior to three Business Days prior to such date and has also delivered an indemnity agreement covering broken funding losses in form and substance reasonably satisfactory to Agents. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative 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 2.1B, and upon funding of Loans by Lenders in accordance with this Agreement pursuant to any such telephonic notice Company shall have borrowed Loans hereunder. Company shall notify Administrative Agent prior to the funding of any Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Borrowing as being true and correct on any applicable Funding Date is not true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Loans shall constitute a certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Borrowing as being true and correct on such Funding Datenotice. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6Gsubsection 2.10, a Notice of Pro Rata Borrowing for a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Dateirrevocable, and Company the Applicable Borrower shall be bound to make a borrowing in accordance therewith or unless such Borrower pays any amounts required to pay the amounts payable be paid pursuant to Section 2.6D as a result of the failure subsection 2.10C to make such borrowingcompensate Lenders.

Borrowing Mechanics. Revolving Loans made on any Funding Date (other than Working Capital Loans deemed made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(iv) for the purpose of repaying any Refunded Swing Line Loans or Working Capital Revolving Loans made pursuant to subsection 3.3B for the purpose of reimbursing any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it ("LC REFUNDING LOANS")it) shall be in an aggregate minimum amount of (x) $1,000,000 and integral multiples of $100,000 in excess of that amount. Swing Line amount in the case of Eurodollar Rate Loans made on any Funding Date shall be in an aggregate minimum amount of and (y) $250,000 100,000 and integral multiples of $10,000 100,000 in excess of that amountamount in the case of Base Rate Loans. Whenever Company desires that Lenders make Revolving Loans (other than Swing Line Loans or LC Refunding Loans) it shall deliver to Administrative Agent a Notice of Borrowing no later than 12:00 Noon 10:00 A.M. (Chicago New York City time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan, other than Eurodollar Loans to be made on the Closing Date or the Merger Date, if the Merger Date occurs on or prior to three Business Days after the Closing Date) or 12:00 Noon (Chicago time) on at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a Notice of Borrowing no later than 12:00 Noon (Chicago time) on the proposed Funding Date. The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount and type of Loans requested, (iii) in the case of Swing Line Loans, that whether such Revolving Loans shall be Base Rate Loans or Eurodollar Rate Loans, (iv) in the case of any other Loans, whether such Loans shall be Base Rate Loans or Eurodollar Rate Loans, and (v) in the case of any Revolving Loans requested to be made as Eurodollar Rate Loans, the initial Interest Period requested therefortherefor and (v) that, after giving effect to the requested Revolving Loans, the Total Utilization of Revolving Loan Commitments will not exceed the Revolving Loan Commitment then in effect or the sum of the Borrowing Base then in effect and amounts spent on Permitted Business Acquisitions (other than amounts funded through equity issuances or indebtedness other than Revolving Loans). Term Loans and Working Capital Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering the above-described Notice of Borrowing, Company may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; PROVIDED provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Borrowing to Administrative Agent on or before the applicable Funding Date. Any Loans made on the Closing Date and on the Merger Date (if the Merger Date occurs on or prior to three Business Days after the Closing Date) may be Eurodollar Loans regardless of whether this Agreement has been executed at least three Business Days prior to such date and so long as Company has delivered a Notice of Borrowing with respect thereto on or prior to three Business Days prior to such date and has also delivered an indemnity agreement covering broken funding losses in form and substance reasonably satisfactory to Agents. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative 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 2.1B, and upon funding of Revolving Loans by Lenders in accordance with this Agreement pursuant to any such telephonic notice Company shall have borrowed effected Revolving Loans hereunder. Company shall notify Administrative Agent prior to the funding of any Revolving Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Borrowing as being true and correct on any applicable Funding Date is not no longer true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Revolving Loans shall constitute a re-certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Borrowing as being true and correct on such Funding DateBorrowing. REVOLVING LOAN CREDIT AGREEMENT EXECUTION 43 51 Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing in accordance therewith or to pay the amounts payable pursuant to Section 2.6D as a result of the failure to make such borrowingtherewith.

Borrowing Mechanics. Revolving Loans made on any Funding Date (other than Working Capital Revolving Loans deemed made pursuant to a request by Swing Line Swingline Lender pursuant to subsection 2.1A(iv2.1A(ii) for the purpose purposes of repaying any Refunded Swing Line Swingline Loans or Working Capital Revolving Loans made pursuant to subsection 3.3B for the purpose of reimbursing any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it ("LC REFUNDING LOANS")it) shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $100,000 500,000 in excess of that amount; PROVIDED Revolving Loans made on any Funding Date as Eurodollar Rate Loans with a particular Interest Period shall be in an aggregate minimum amount of $3,000,000 and integral multiples of $500,000 in excess of that amount. Swing Line Swingline Loans made on any Funding Date shall be in an aggregate minimum amount of $250,000 500,000 and integral multiples of $10,000 100,000 in excess of that amount. Whenever Company desires that Lenders make Revolving Loans (other than Swing Line Loans or LC Refunding Loans) it shall deliver to Administrative Agent a Notice of Borrowing no later than 12:00 Noon noon (Chicago New York time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan), other than Eurodollar Loans to be made on the Closing Date or the Merger Date, if the Merger Date occurs on or prior to three at least one Business Days after the Closing Date) or 12:00 Noon (Chicago time) on Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). Whenever Company desires that Swing Line Swingline Lender make a Swing Line LoanSwingline Loan under subsection 2.1A(ii), it shall deliver to Administrative Agent a Notice of Borrowing no later than 12:00 Noon 1:00 P.M. (Chicago New York time) on the proposed Funding Date. The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount and type of Loans requested, (iii) in the case of Swing Line Swingline Loans, that such Loans shall be Base Rate Loans, (iv) in the case of any other Loans made on the Closing Date, that such Loans shall be Base Rate Loans, (v) in the case of Revolving Loans not made on the Closing Date, whether such Loans shall be Base Rate Loans or Eurodollar Rate Loans, and (vvi) in the case of any Loans requested to be made as Eurodollar Rate Loans, the initial Interest Period requested therefor. Term Loans and Working Capital Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering the above-described Notice of Borrowing, Company may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; PROVIDED that such notice shall be promptly confirmed in writing by delivery of a Notice of Borrowing to Administrative Agent on or before the applicable Funding Date. Any Loans made on the Closing Date and on the Merger Date (if the Merger Date occurs on or prior to three Business Days after the Closing Date) may be Eurodollar Loans regardless of whether this Agreement has been executed at least three Business Days prior to such date and so long as Company has delivered a Notice of Borrowing with respect thereto on or prior to three Business Days prior to such date and has also delivered an indemnity agreement covering broken funding losses in form and substance reasonably satisfactory to Agents. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative 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 2.1B, and upon funding of Loans by Lenders in accordance with this Agreement pursuant to any such telephonic notice Company shall have borrowed effected Loans hereunder. Company shall notify Administrative Agent prior to the funding of any Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Borrowing as being true and correct on any applicable Funding Date is not no longer true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Loans shall constitute a re-certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Borrowing as modified pursuant to the notice provided for in the first clause of this sentence (it being true and correct on understood that the making of such Funding DateLoans by Lenders shall not in any way be construed as a waiver by Lenders of any matter set forth in such notice). Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing in accordance therewith or to pay the amounts payable pursuant to Section 2.6D as a result of the failure to make such borrowingtherewith.

Borrowing Mechanics. Term Loans or Revolving Loans (including ------------------- any such Loans made as Eurodollar Rate Loans with a particular Interest Period) made on any Funding Date (other than Working Capital Revolving Loans deemed made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(iv) for the purpose of repaying any Refunded Swing Line Loans or Working Capital Revolving Loans made pursuant to subsection 3.3B for the purpose of reimbursing any Issuing Lender for the amount of a drawing or payment under a Letter of Credit issued by it ("LC REFUNDING LOANS")it) shall be in an aggregate minimum amount of $1,000,000 500,000 and integral multiples of $100,000 250,000 in excess of that amount. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $250,000 and integral multiples of $10,000 100,000 in excess of that amount. Whenever Company desires that Lenders make Loans (other than Swing Line Term Loans or LC Refunding Loans) Revolving Loans it shall deliver to Administrative Agent on behalf of Company a Notice of Borrowing no later than 12:00 Noon (Chicago New York time) ), at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan, other than Eurodollar Loans to be made on the Closing Date or the Merger Date, if the Merger Date occurs on or prior to three at least one Business Days after the Closing Date) or 12:00 Noon (Chicago time) on Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a Notice of Borrowing no later than 12:00 Noon (Chicago New York time) on the proposed Funding Date. The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount and type of Loans requested, (iii) in the case of Swing Line Loans, that such Loans shall be Base Rate Loans, (iv) in the case of any Loans other than Swing Line Loans, whether such Loans shall be Base Rate Loans or Eurodollar Rate Loans, and (v) in the case of any Loans requested to be made as Eurodollar Rate Loans, the initial Interest Period requested therefor. Term Loans and Working Capital Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering the above-described Notice of Borrowing, Company may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; PROVIDED provided -------- that such notice shall be promptly confirmed in writing by delivery of a Notice of Borrowing to Administrative Agent on or before the applicable Funding Date. Any Loans made on the Closing Date and on the Merger Date (if the Merger Date occurs on or prior to three Business Days after the Closing Date) may be Eurodollar Loans regardless of whether this Agreement has been executed at least three Business Days prior to such date and so long as Company has delivered a Notice of Borrowing with respect thereto on or prior to three Business Days prior to such date and has also delivered an indemnity agreement covering broken funding losses in form and substance reasonably satisfactory to Agents. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative 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 2.1B, and upon funding of Loans by Lenders in accordance with this Agreement pursuant to any such telephonic notice Company shall have borrowed effected Loans hereunder. Company shall notify Administrative Agent prior to the funding of any Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Borrowing as being true and correct on any applicable Funding Date is not are no longer true and correct as of the applicable Funding Date, and the acceptance by Company of the proceeds of any Loans shall constitute a re-certification by Company, as of the applicable Funding Date, as to the matters to which Company is required to certify in the applicable Notice of Borrowing as being true and correct on such Funding DateBorrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing in accordance therewith or to pay the amounts payable pursuant to Section 2.6D as a result of the failure to make such borrowingtherewith.

Borrowing Mechanics. Loans made on any Funding Date (other than Working Capital Loans deemed made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(iv) for the purpose of repaying any Refunded Swing Line Loans or Working Capital Loans made pursuant to subsection 3.3B for the purpose of reimbursing any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it ("LC REFUNDING LOANS")) shall be in an aggregate minimum amount of $1,000,000 and multiples of $100,000 in excess of that amount. Swing Line Loans made on any Funding Closing Date shall be in an aggregate minimum amount of $250,000 and multiples of $10,000 in excess of that amountBase Rate Loans. Whenever Company desires that Lenders make Loans (other than Swing Line Loans or LC Refunding Loans) it shall deliver to Administrative Agent a duly executed Notice of Borrowing no later than 12:00 Noon (Chicago time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan, other than Eurodollar Loans to be made on the Closing Date or the Merger Date, if the Merger Date occurs on or prior to three Business Days after the Closing Date) or 12:00 Noon (Chicago time) on the proposed Funding Date (in the case of a Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a Notice of Borrowing no later than 12:00 Noon (Chicago time) on the proposed Funding Date. The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount and type of Loans requested, (iii) in the case of Swing Line Loans, that such Loans shall be Base Rate Loans, (iv) in the case of any other Loans, whether such Loans shall be Base Rate Loans or Eurodollar Rate Loans, and (v) in the case of any Loans requested to be made as Eurodollar Rate Loans, the initial Interest Period requested therefor. Term Loans and Working Capital Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate LIBOR Loans in the manner provided in subsection 2.2D. In lieu of delivering the above-described a Notice of Borrowing, Company may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; PROVIDED provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Borrowing to Administrative Agent on or before the applicable Funding Date. Any Loans made on the Closing Date and on the Merger Date (if the Merger Date occurs on or prior to three Business Days after the Closing Date) may be Eurodollar Loans regardless of whether this Agreement has been executed at least three Business Days prior to such date and so long as Company has delivered a Notice of Borrowing with respect thereto on or prior to three Business Days prior to such date and has also delivered an indemnity agreement covering broken funding losses in form and substance reasonably satisfactory to Agents. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer an Officer or other person authorized to borrow on behalf of Company or for otherwise acting in good faith under this subsection 2.1B2.1B or under subsection 2.2D, and upon funding of Loans by Lenders Lenders, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans pursuant to subsection 2.2D, in each case in accordance with this Agreement Agreement, pursuant to any such telephonic notice Company shall have borrowed effected Loans or a conversion or continuation, as the case may be, hereunder. Company shall notify Administrative Agent prior to the funding of any Loans in the event that any of the matters to which Company is required to certify in the applicable Notice of Borrowing as being true and correct on any applicable Funding Date is not no longer true and correct as of the applicable Funding Closing Date, and the acceptance by Company of the proceeds of any Loans shall constitute a re-certification by Company, as of the applicable Funding Closing Date, as to the matters to which Company is required to certify in the applicable Notice of Borrowing as being true and correct on such Funding DateBorrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing for or a Eurodollar Rate Notice of Conversion/Continuation for conversion to, or continuation of, a LIBOR Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing or to effect a conversion or continuation in accordance therewith or to pay therewith. Notwithstanding the amounts payable pursuant to Section 2.6D as foregoing provisions of this subsection 2.1B, no LIBOR Loans may be made and no Base Rate Loan may be converted into a result LIBOR Loan until the earlier of the failure seventh day after the Closing Date and the date specified by Administrative Agent to make such borrowingCompany on which the primary syndication of the Commitments and the Loans has been completed.