Common use of Borrowing Procedures; Conversions Clause in Contracts

Borrowing Procedures; Conversions. (a) Each Borrowing shall be made upon the written, telecopied or facsimile transmitted request of the Borrower, given to the Administrative Agent not later than 11:00 a.m. (New York time) on (i) the third Business Day prior to the proposed Borrowing Date in the case of a Eurodollar Rate Borrowing, or (ii) the Business Day immediately preceding the proposed Borrowing Date in the case of a Base Rate Borrowing, and the Administrative Agent shall give each other member of the Bank Group prompt notice of such request by telecopier, telex or cable. Each request for a Borrowing (a "Borrowing Request") made by the Borrower shall be in substantially the form of Exhibit 2.02 (a) specifying therein (A) the Borrowing Date for such Borrowing, (B) the Type of Loans comprising such Borrowing, (C) the aggregate amount of such Borrowing and (D) in the case of a Eurodollar Rate Borrowing, the Interest Period for the Loans comprising such Borrowing. Each Bank shall, before 12:00 Noon (New York time) on the date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in Section 9.03, in same day funds, such Bank's Commitment Percentage of such Borrowing. After the Administrative Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower at the Administrative Agent's aforesaid address. Each Borrowing Request shall be irrevocable and binding on the Borrower. (b) Unless the Administrative Agent shall have received notice from a Bank prior to the date of any Borrowing that such Bank will not make available to the Administrative Agent such Bank's Commitment Percentage of such Borrowing, the Administrative Agent may assume that such Bank has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with subsection (a) of this Section 2.02 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made its Commitment Percentage of such Borrowing available to the Administrative Agent, such Bank and the Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount, together with interest thereon for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Bank, the Federal Funds Rate. If such Bank shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Bank's Loan as part of such Borrowing for purposes of this Agreement, and Borrower shall be relieved of Borrower's obligation to repay such amount under this Section 2.02(b). The failure of any Bank to make the Loan to be made by it as part of any Borrowing shall not relieve any other Bank of its obligation, if any, hereunder to make its Loan on the date of such Borrowing or any subsequent Borrowing Date, but no Bank shall be responsible for the failure of any other Bank to make the Loan to be made by such other Bank on the date of any Borrowing. (c) The Borrower may, subject to the terms of this Agreement, on any Business Day, upon written, telecopied or facsimile transmitted notice to the Administrative Agent, given not later than 11:00 a.m. (New York time) on (i) the third Business Day prior to the proposed Conversion Date in the case of a Conversion of Base Rate Loans into Eurodollar Rate Loans, (ii) the Business Day immediately preceding the proposed Conversion Date in the case of a Conversion of Eurodollar Rate Loans into Base Rate Loans, or (iii) the third Business Day prior to the proposed continuation date in the case of a continuation of Eurodollar Rate Loans, Convert Loans into Borrowings comprised of Loans of another Type or continue Eurodollar Rate Loans for an additional Interest Period, and the Administrative Agent shall promptly transmit the contents of such notice to each other member of the Bank Group by telecopier, telex or cable. Notwithstanding any other term or provision hereof, after giving effect to any such Conversion, the size of all Borrowings outstanding hereunder, and the number of different Types of Loans outstanding hereunder, shall conform to the requirements of Section 2.01. In the event of any Conversion of Eurodollar Rate Loans on any day other than the last day of the Interest Period applicable thereto, the Borrower shall be obligated to reimburse the Banks in respect thereof pursuant to Section 2.13. Each notice of a Conversion (a "Conversion Notice") given by the Borrower shall be in substantially the form of Exhibit 2.02

Borrowing Procedures; Conversions. (ai) Each Borrowing shall be made upon the written, telecopied or facsimile transmitted request of the Borrower, given to the Administrative Agent not later than 11:00 a.m. (New York time) on (iA) the third Business Day prior to the proposed Borrowing Date in the case of a Eurodollar Rate Borrowing, or (iiB) the Business Day immediately preceding the proposed Borrowing Date in the case of a Base Rate Borrowing, and the Administrative Agent shall give each other member of the Bank Group prompt notice of such request by telecopier, telex or cable. . (ii) Each request for a Borrowing (a "Borrowing Request") made by the Borrower shall be in substantially the form of Exhibit 2.02 (a) 2.02(a), specifying therein (A) the Borrowing Date for such Borrowing, (B) the Type of Loans comprising such Borrowing, (C) the aggregate amount of such Borrowing and (D) in the case of a Eurodollar Rate Borrowing, the Interest Period for the Loans comprising such Borrowing. Each Bank shall, before 12:00 Noon (New York time) on the date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in Section 9.03, in same day funds, such Bank's Commitment Percentage ratable portion of such Borrowing. After the Administrative Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower at the Administrative Agent's aforesaid address. Each Borrowing Request shall be irrevocable and binding on the Borrower. (b) Unless the Administrative Agent shall have received notice from a Bank prior to the date of any Borrowing that such Bank will not make available to the Administrative Agent such Bank's Commitment Percentage ratable portion of such Borrowing, the Administrative Agent may assume that such Bank has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with subsection (a) of this Section 2.02 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have HOU04:43581.4 so made its Commitment Percentage of such Borrowing ratable portion available to the Administrative Agent, such Bank and the Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount, together with interest thereon for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Bank, the Federal Funds Rate. If such Bank shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Bank's Loan as part of such Borrowing for purposes of this Agreement, and Borrower shall be relieved of Borrower's obligation to repay such amount under this Section 2.02(b). The failure of any Bank to make the Loan to be made by it as part of any Borrowing shall not relieve any other Bank of its obligation, if any, hereunder to make its Loan on the date of such Borrowing or any subsequent Borrowing Date, but no Bank shall be responsible for the failure of any other Bank to make the Loan to be made by such other Bank on the date of any Borrowing. (c) The Borrower may, subject to the terms of this Agreement, on any Business Day, upon written, telecopied or facsimile transmitted notice to the Administrative Agent, given not later than 11:00 a.m. (New York time) on (i) the third Business Day prior to the proposed Conversion Date in the case of a Conversion of Base Rate Loans into Eurodollar Rate Loans, or (ii) the Business Day immediately preceding the proposed Conversion Date in the case of a Conversion of Eurodollar Rate Loans into Base Rate Loans, or (iii) the third Business Day prior to the proposed continuation date in the case of a continuation of Eurodollar Rate Loans, Convert Loans into Borrowings comprised of Loans of another Type or continue Eurodollar Rate Loans for an additional Interest PeriodType, and the Administrative Agent shall promptly transmit the contents of such notice to each other member of the Bank Group by telecopier, telex or cable. Notwithstanding any other term or provision hereof, after giving effect to any such Conversion, the size of all Borrowings outstanding hereunder, and the number of different Types of Loans outstanding hereunder, shall conform to the requirements of Section 2.01. In the event of any Conversion of Eurodollar Rate Loans on any day other than the last day of the Interest Period applicable thereto, the Borrower shall be obligated to reimburse the Banks in respect thereof pursuant to Section 2.13. Each notice of a Conversion (a "Conversion Notice") given by the Borrower shall be in substantially the form of Exhibit 2.02

Borrowing Procedures; Conversions. (ai) Each Borrowing shall be made upon the written, telecopied or facsimile transmitted request of the Borrower, given to the Administrative Agent not later than 11:00 a.m. (New York time) on (iA) the third Business Day prior to the proposed Borrowing Date in the case of a Eurodollar Rate Borrowing, or (iiB) the Business Day immediately preceding the proposed Borrowing Date in the case of a Base Rate Borrowing, and the Administrative Agent shall give each other member of the Bank Group prompt notice of such request by telecopier, telex or cable. . (ii) Each request for a Borrowing (a "Borrowing RequestBORROWING REQUEST") made by the Borrower shall be in substantially the form of Exhibit 2.02 (a) EXHIBIT 2.02(a), specifying therein (A) the Borrowing Date for such Borrowing, (B) the Type of Loans comprising such Borrowing, (C) the aggregate amount of such Borrowing and (D) in the case of a Eurodollar Rate Borrowing, the Interest Period for the Loans comprising such Borrowing. Each Bank shall, before 12:00 Noon (New York time) on the date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in Section SECTION 9.03, in same day funds, such Bank's Commitment Percentage ratable portion of such Borrowing. After the Administrative Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article ARTICLE III, the Administrative Agent will make such funds available to the Borrower at the Administrative Agent's aforesaid address. Each Borrowing Request shall be irrevocable and binding on the Borrower. (b) Unless the Administrative Agent shall have received notice from a Bank prior to the date of any Borrowing that such Bank will not make available to the Administrative Agent such Bank's Commitment Percentage ratable portion of such Borrowing, the Administrative Agent may assume that such Bank has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with subsection (a) of this Section SECTION 2.02 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made its Commitment Percentage of such Borrowing ratable portion available to the Administrative Agent, such Bank and the Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount, together with interest thereon for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Bank, the Federal Funds Rate. If such Bank shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Bank's Loan as part of such Borrowing for purposes of this Agreement, and Borrower shall be relieved of Borrower's obligation to repay such amount under this Section SECTION 2.02(b). The failure of any Bank to make the Loan to be made by it as part of any Borrowing shall not relieve any other Bank of its obligation, if any, hereunder to make its Loan on the date of such Borrowing or any subsequent Borrowing Date, but no Bank shall be responsible for the failure of any other Bank to make the Loan to be made by such other Bank on the date of any Borrowing. (c) The Borrower may, subject to the terms of this Agreement, on any Business Day, upon written, telecopied or facsimile transmitted notice to the Administrative Agent, given not later than 11:00 a.m. (New York time) on (i) the third Business Day prior to the proposed Conversion Date in the case of a Conversion of Base Rate Loans into Eurodollar Rate Loans, or (ii) the Business Day immediately preceding the proposed Conversion Date in the case of a Conversion of Eurodollar Rate Loans into Base Rate Loans, or (iii) the third Business Day prior to the proposed continuation date in the case of a continuation of Eurodollar Rate Loans, Convert Loans into Borrowings comprised of Loans of another Type or continue Eurodollar Rate Loans for an additional Interest PeriodType, and the Administrative Agent shall promptly transmit the contents of such notice to each other member of the Bank Group by telecopier, telex or cable. Notwithstanding any other term or provision hereof, after giving effect to any such Conversion, the size of all Borrowings outstanding hereunder, and the number of different Types of Loans outstanding hereunder, shall conform to the requirements of Section 2.01SECTION 2. 01. In the event of any Conversion of Eurodollar Rate Loans on any day other than the last day of the Interest Period applicable thereto, the Borrower shall be obligated to reimburse the Banks in respect thereof pursuant to Section 2.13. Each notice of a Conversion (a "Conversion Notice") given by the Borrower shall be in substantially the form of Exhibit 2.02SECTION

Borrowing Procedures; Conversions. (a) Each Borrowing shall be made upon the written, telecopied or facsimile transmitted request of the relevant Borrower, given to the Administrative Agent not later than 11:00 a.m. (New York time) on (i) the third Business Day prior to the proposed Borrowing Date in the case of a Eurodollar Eurocurrency Rate BorrowingBorrowing denominated in Dollars or Pounds Sterling, or (ii) the fourth Business Day immediately preceding prior to the proposed Borrowing Date in the case of a Eurocurrency Rate Borrowing denominated in Dutch Guilders, or (iii) the Business Day prior to the proposed Borrowing Date in the case of a Base Rate Borrowing, and the . The Administrative Agent shall give each other member of the Bank Group prompt notice of such request by telecopier, telex or cable. Each request for a Borrowing (a "Borrowing Request") made by the Borrower shall be in substantially the form of Exhibit 2.02 (a) specifying specify therein (A) the Borrowing Date for such Borrowing, (B) the requested Type of Loans comprising such Borrowing, (C) the aggregate amount of such Borrowing and Borrowing, (D) in the case of a Eurodollar Eurocurrency Rate Borrowing, the Interest Period for the Loans comprising such BorrowingBorrowing and (E) in the case of a Revolving Loan, whether such Revolving Loan is to be a Dollar Revolving Loan or a Guilder Swing Line Loan. Each Borrowing Request shall be substantially in the form of Exhibit 2.02 (a) Each Bank or Guilder Swing Line Bank, as the case may be shall, before 12:00 Noon (New York time) on the date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in Section 9.03, the applicable Agent Account in same day funds, such Bank's Commitment Percentage of such Borrowing. After the Administrative Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower at the Administrative Agent's aforesaid address. Each Borrowing Request shall be irrevocable and binding on the Borrower.the (b) Unless the Administrative Agent shall have received notice from a Bank prior to the date of any Borrowing that such Bank will not make available to the Administrative Agent such Bank's Commitment Percentage of such Borrowing, the Administrative Agent may assume that such Bank has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with subsection (a) of this Section 2.02 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower requesting such Borrowing on such date a corresponding amount. If and to the extent that such Bank shall not have so made its Commitment Percentage of such Borrowing available to the Administrative Agent, such Bank and the Borrower requesting such Borrowing severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount, together with interest thereon for each day from the date such amount is made available to the such Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the such Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Bank, the Federal Funds Rate. If such Bank shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Bank's Loan as part of such Borrowing for purposes of this Agreement, and such Borrower shall be relieved of Borrower's the obligation to repay such amount under this Section 2.02(b). The failure of any Bank to make the Loan to be made by it as part of any Borrowing shall not relieve any other Bank of its obligation, if any, hereunder to make its Loan on the date of such Borrowing or any subsequent Borrowing Date, but no Bank shall be responsible for the failure of any other Bank to make the Loan to be made by such other Bank on the date of any Borrowing. (c) The Each Borrower may, subject to the terms of this Agreement, on any Business Day, upon written, telecopied or facsimile transmitted notice (a "Conversion Notice") to the Administrative Agent, given not later than 11:00 a.m. (New York time) the times specified below on (i) the third any Business Day prior on which no Default or Event of Default has occurred and is continuing, Convert all Loans comprising one or more Borrowings from its credit facility hereunder into one or more Borrowings comprised of Loans from the same credit facility so long as, after giving effect to any such Conversion, each Borrowing resulting from such Conversion is comprised of Loans denominated in the proposed Conversion Date same currency and, in the case of a Conversion each Borrowing comprised of Base Rate Loans into Eurodollar Eurocurrency Rate Loans, having not more than two (ii2) the Business Day immediately preceding the proposed Conversion Date in the case of a Conversion of Eurodollar Rate Loans into Base Rate Loans, or (iii) the third Business Day prior to the proposed continuation date in the case of a continuation of Eurodollar Rate Loans, Convert Loans into Borrowings comprised of Loans of another Type or continue Eurodollar Rate Loans separate Interest Periods for an additional Interest Period, and the each such Loan. The Administrative Agent shall promptly transmit the contents of such notice Conversion Notice to each other member of the Bank Group by telecopier, telex or cable. Notwithstanding any other term or provision hereof, after giving effect to any such Conversion, the size of all Borrowings outstanding hereunder, and the number of different Types of Loans outstanding hereunder, shall conform to the requirements of Section 2.01. In the event of any Conversion of Eurodollar Eurocurrency Rate Loans on any day other than the last day of the Interest Period applicable thereto, the Borrower requesting the same shall be obligated obligated, if necessary, to reimburse the Banks in respect thereof pursuant to Section 2.132.12. Each notice of a Conversion (a "Conversion Notice") Notice must be given by the Borrower shall be in substantially the form of Exhibit 2.02not

Borrowing Procedures; Conversions. (a) Each Borrowing shall be made upon the written, telecopied or facsimile transmitted request of the Borrower, given to the Administrative Agent Funds Administrator not later than 11:00 a.m. (New York Houston time) on (i) the third Business Day prior to the proposed Borrowing Date in the case of a Eurodollar Rate Borrowing, (ii) the second Business Day prior to the proposed Borrowing Date in the case of an Adjusted CD Rate Borrowing or (iiiii) the Business Day immediately preceding the proposed Borrowing Date in the case of a Base Prime Rate Borrowing, and upon receipt the Administrative Agent Funds Administrator shall give each other member of the Bank Group prompt notice of such request by telecopier, telex or cable. Each request for a Borrowing (a "Borrowing Request") made by the Borrower shall be in substantially the form of Exhibit 2.02 (a) A, specifying therein (A) the Borrowing Date for such Borrowing, (B) the Type of Loans comprising such Borrowing, (C) the aggregate amount of such Borrowing Borrowing, and (D) in the case of a Eurodollar Fixed Rate Borrowing, the Interest Period for the Loans comprising such Borrowing. Each Bank shall, before 12:00 Noon 11:30 a.m. (New York Houston time) on the date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent Funds Administrator at its address referred to in Section 9.03, in same day funds, such Bank's Commitment Percentage ratable portion of such Borrowing. After the Administrative AgentFunds Administrator's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent Funds Administrator will make such funds available to the Borrower at the Administrative AgentFunds Administrator's aforesaid address. Each Borrowing Request shall be irrevocable and binding on the Borrower. (b) Unless the Administrative Agent Funds Administrator shall have received notice from a Bank prior to the date of any Borrowing Date that such Bank will not make available to the Administrative Agent Funds Administrator such Bank's Commitment Percentage ratable portion of such Borrowing, the Administrative Agent Funds Administrator may assume that such Bank has made such portion available to the Administrative Agent Funds Administrator on the date of such Borrowing Date in accordance with subsection (aSection 2.02(a) of this Section 2.02 and the Administrative Agent Funds Administrator may, in reliance upon such assumption, make available to the Borrower on such date Borrowing Date a corresponding amount. If and to the extent that such Bank shall not have so made its Commitment Percentage of such Borrowing ratable portion available to the Administrative AgentFunds Administrator, such Bank and the Borrower severally agree to repay to the Administrative Agent Funds Administrator forthwith on demand such corresponding amount, together with interest thereon for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent Funds Administrator at (i) in the case of the Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Bank, the Federal Funds Rate. If such Bank shall repay to the Administrative Agent Funds Administrator such corresponding amount, such amount so repaid shall constitute such Bank's Loan as part of such Borrowing for purposes of this Agreement, and Borrower shall be relieved of Borrower's obligation to repay such amount under this Section 2.02(b). The failure of any Bank to make the Loan to be made by it as part of any Borrowing shall not relieve any other Bank of its obligation, if any, hereunder to make its Loan on the date of such Borrowing Date or any subsequent Borrowing Date, but no Bank shall be responsible for the failure of any other Bank to make the Loan to be made by such other Bank on the date of any Borrowing. (c) The Borrower may, subject to the terms of this Agreement, on any Business Day, upon written, telecopied or facsimile transmitted notice to the Administrative AgentFunds Administrator, given not later than 11:00 a.m. (New York Houston time) on (i) the third Business Day prior to the proposed Conversion Date in the case of a Conversion of Base Rate Loans into Eurodollar Rate Loans, (ii) the second Business Day prior to the proposed Conversion Date in the case of a Conversion of Loans into Adjusted CD Rate Loans or (iii) the Business Day immediately preceding the proposed Conversion Date in the case of a Conversion of Eurodollar Rate Loans into Base Rate Loans, or (iii) the third Business Day prior to the proposed continuation date in the case of a continuation of Eurodollar Prime Rate Loans, Convert all Loans comprising one or more Borrowings into Borrowings comprised of Loans of another Type or continue Eurodollar Rate Loans for an additional Interest Periodcomprising a single Borrowing, and the Administrative Agent Funds Administrator shall promptly transmit the contents of such notice to each other member of the Bank Group by telecopier, telex or cable. Notwithstanding any other term or provision hereof, after giving effect to any such Conversion, the size of all Borrowings outstanding hereunder, and the number of different Types of Loans outstanding hereunder, shall conform to the requirements of Section 2.01. In the event of any Conversion of Eurodollar Rate Loans on any day other than the last day of the Interest Period applicable thereto, the Borrower shall be obligated to reimburse the Banks in respect thereof pursuant to Section 2.13. Each notice of a Conversion (a "Conversion Notice") given by the Borrower shall be in substantially the form of Exhibit 2.02the

Borrowing Procedures; Conversions. (a) Each Borrowing shall be made upon the written, telecopied or facsimile transmitted request of the Borrower, given to the Administrative Agent not later than 11:00 a.m. (New York time) on (i) the third Business Day prior to the proposed Borrowing Date in the case of a Eurodollar Rate Borrowing, or (ii) the Business Day immediately preceding the proposed Borrowing Date in the case of a Base Rate Borrowing, and the Administrative Agent shall give each other member of the Bank Group prompt notice of such request by telecopier, telex or cable. Each request for a Borrowing (a "Borrowing Request") made by the Borrower shall be in substantially the form of Exhibit 2.02 (a) specifying therein (A) the Borrowing Date for such Borrowing, (B) the Type of Loans comprising such Borrowing, (C) the aggregate amount of such Borrowing and (D) in the case of a Eurodollar Rate Borrowing, the Interest Period for the Loans comprising such Borrowing. Each Bank shall, before 12:00 Noon (New York time) on the date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in Section 9.03, in same day funds, such Bank's Commitment Percentage of such Borrowing. After the Administrative Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower at the Administrative Agent's aforesaid address. Each Borrowing Request shall be irrevocable and binding on the Borrower. (b) Unless the Administrative Agent shall have received notice from a Bank prior to the date of any Borrowing that such Bank will not make available to the Administrative Agent such Bank's Commitment Percentage of such Borrowing, the Administrative Agent may assume that such Bank has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with subsection (a) of this Section 2.02 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made its Commitment Percentage of such Borrowing available to the Administrative Agent, such Bank and the Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount, together with interest thereon for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Bank, the Federal Funds Rate. If such Bank shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Bank's Loan as part of such Borrowing for purposes of this Agreement, and Borrower shall be relieved of Borrower's obligation to repay such amount under this Section 2.02(b). The failure of any Bank to make the Loan to be made by it as part of any Borrowing shall not relieve any other Bank of its obligation, if any, hereunder to make its Loan on the date of such Borrowing or any subsequent Borrowing Date, but no Bank shall be responsible for the failure of any other Bank to make the Loan to be made by such other Bank on the date of any Borrowing. (c) The Borrower may, subject to the terms of this Agreement, on any Business Day, upon written, telecopied or facsimile transmitted notice to the Administrative Agent, given not later than 11:00 a.m. (New York time) on (i) the third Business Day prior to the proposed Conversion Date in the case of a Conversion of Base Rate Loans into Eurodollar Rate Loans, or (ii) the Business Day immediately preceding the proposed Conversion Date in the case of a Conversion of Eurodollar Rate Loans into Base Rate Loans, or (iii) the third Business Day prior to the proposed continuation date in the case of a continuation of Eurodollar Rate Loans, Convert Loans into Borrowings comprised of Loans of another Type or continue Eurodollar Rate Loans for an additional Interest PeriodType, and the Administrative Agent shall promptly transmit the contents of such notice to each other member of the Bank Group by telecopier, telex or cable. Notwithstanding any other term or provision hereof, after giving effect to any such Conversion, the size of all Borrowings outstanding hereunder, and the number of different Types of Loans outstanding hereunder, shall conform to the requirements of Section 2.01. In the event of any Conversion of Eurodollar Rate Loans on any day other than the last day of the Interest Period applicable thereto, the Borrower shall be obligated to reimburse the Banks in respect thereof pursuant to Section 2.13. Each notice of a Conversion (a "Conversion Notice") given by the Borrower shall be in substantially the form of Exhibit 2.02

Borrowing Procedures; Conversions. (a) Each Borrowing shall be made upon the written, telecopied or facsimile transmitted request of the relevant Borrower, given to the Administrative Agent not later than 11:00 a.m. (New York time) on (i) the third Business Day prior to the proposed Borrowing Date in the case of a Eurodollar Eurocurrency Rate BorrowingBorrowing denominated in Dollars or Pounds Sterling, or (ii) the fourth Business Day immediately preceding prior to the proposed Borrowing Date in the case of a Eurocurrency Rate Borrowing denominated in Dutch Guilders, or (iii) the Business Day prior to the proposed Borrowing Date in the case of a Base Rate Borrowing, and the . The Administrative Agent shall give each other member of the Bank Group prompt notice of such request by telecopier, telex or cable. Each request for a Borrowing (a "Borrowing RequestBORROWING REQUEST") made by the Borrower shall be in substantially the form of Exhibit 2.02 (a) specifying specify therein (A) the Borrowing Date for such Borrowing, (B) the requested Type of Loans comprising such Borrowing, (C) the aggregate amount of such Borrowing and Borrowing, (D) in the case of a Eurodollar Eurocurrency Rate Borrowing, the Interest Period for the Loans comprising such BorrowingBorrowing and (E) in the case of a Revolving Loan, whether such Revolving Loan is to be a Dollar Revolving Loan or a Guilder Revolving Loan. Each Borrowing Request shall be substantially in the form of EXHIBIT 2.02(A). Each Bank shall, before 12:00 Noon (New York time) on the date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in Section 9.03, the applicable Agent Account in same day funds, such Bank's Commitment Percentage of such Borrowing. After the Administrative Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article ARTICLE III, the Administrative Agent will will, not later than 3:00 p.m. (New York time) on the date of such Borrowing, make such funds available to the Borrower relevant Borrowing at the applicable Borrower Account as is reasonably acceptable to the Administrative Agent's aforesaid addressAgent and as such Borrower shall have specified in the related Borrowing Request. Each Borrowing Request shall be irrevocable and binding on the BorrowerBorrower delivering the same. (b) Unless the Administrative Agent shall have received notice from a Bank prior to the date of any Borrowing that such Bank will not make available to the Administrative Agent such Bank's Commitment Percentage of such Borrowing, the Administrative Agent may assume that such Bank has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with subsection (a) of this Section SECTION 2.02 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower requesting such Borrowing on such date a corresponding amount. If and to the extent that such Bank shall not have so made its Commitment Percentage of such Borrowing available to the Administrative Agent, such Bank and the Borrower requesting such Borrowing severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount, together with interest thereon for each day from the date such amount is made available to the such Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the such Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Bank, the Federal Funds Rate. If such Bank shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Bank's Loan as part of such Borrowing for purposes of this Agreement, and such Borrower shall be relieved of Borrower's the obligation to repay such amount under this Section 2.02(bSECTION 2.02(B). The failure of any Bank to make the Loan to be made by it as part of any Borrowing shall not relieve any other Bank of its obligation, if any, hereunder to make its Loan on the date of such Borrowing or any subsequent Borrowing Date, but no Bank shall be responsible for the failure of any other Bank to make the Loan to be made by such other Bank on the date of any Borrowing. (c) The Each Borrower may, subject to the terms of this Agreement, on any Business Day, upon written, telecopied or facsimile transmitted notice (a "CONVERSION NOTICE") to the Administrative Agent, given not later than 11:00 a.m. (New York time) the times specified below on (i) the third any Business Day prior to the proposed Conversion Date in the case of a Conversion of Base Rate Loans into Eurodollar Rate Loans, (ii) the Business Day immediately preceding the proposed Conversion Date in the case of a Conversion of Eurodollar Rate Loans into Base Rate Loans, on which no Default or (iii) the third Business Day prior to the proposed continuation date in the case of a continuation of Eurodollar Rate Loans, Convert Loans into Borrowings comprised of Loans of another Type or continue Eurodollar Rate Loans for an additional Interest Period, and the Administrative Agent shall promptly transmit the contents of such notice to each other member of the Bank Group by telecopier, telex or cable. Notwithstanding any other term or provision hereof, after giving effect to any such Conversion, the size of all Borrowings outstanding hereunder, and the number of different Types of Loans outstanding hereunder, shall conform to the requirements of Section 2.01. In the event of any Conversion of Eurodollar Rate Loans on any day other than the last day of the Interest Period applicable thereto, the Borrower shall be obligated to reimburse the Banks in respect thereof pursuant to Section 2.13. Each notice of a Conversion (a "Conversion Notice") given by the Borrower shall be in substantially the form of Exhibit 2.02Event

Borrowing Procedures; Conversions. (a) Each The Borrowing to be funded on the Effective Date shall be made upon the written, telecopied or facsimile transmitted request of the Borrower, given to the Administrative Agent not later than 11:00 a.m. (New York time) on (i) the third Business Day prior to the proposed Borrowing Effective Date in the case of a Eurodollar Rate Borrowing, or (ii) the Business Day immediately preceding prior to the proposed Borrowing Effective Date in the case of a Base Rate Borrowing, and the Administrative Agent shall give each other member of the Bank Group prompt notice of such request by telecopier, telex or cable. Each The request for a such Borrowing (a "Borrowing RequestBORROWING REQUEST") made by the Borrower shall be in substantially the form of Exhibit EXHIBIT 2.02 (a) specifying therein (A) the Borrowing Date for such Borrowing, (B) the Type of Loans comprising such Borrowing, (C) the aggregate amount of such Borrowing and (DB) in the case of a Eurodollar Rate Borrowing, the Interest Period for the Loans comprising such Borrowing. Each Bank shall, before 12:00 Noon (New York time) on the date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in Section SECTION 9.03, in same day funds, such Bank's Commitment Percentage ratable portion of such Borrowing. After the Administrative Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article ARTICLE III, the Administrative Agent will make such funds available to the Borrower at the Administrative Agent's aforesaid address. Each Borrowing Request shall be irrevocable and binding on the Borrower. (b) Unless the Administrative Agent shall have received notice from a Bank prior to the date of any Borrowing that such Bank will not make available to the Administrative Agent such Bank's Commitment Percentage of such Borrowing, the Administrative Agent may assume that such Bank has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with subsection (a) of this Section 2.02 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made its Commitment Percentage of such Borrowing available to the Administrative Agent, such Bank and the Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount, together with interest thereon for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Bank, the Federal Funds Rate. If such Bank shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Bank's Loan as part of such Borrowing for purposes of this Agreement, and Borrower shall be relieved of Borrower's obligation to repay such amount under this Section 2.02(b). The failure of any Bank to make the Loan to be made by it as part of any Borrowing shall not relieve any other Bank of its obligation, if any, hereunder to make its Loan on the date of such Borrowing or any subsequent Borrowing Date, but no Bank shall be responsible for the failure of any other Bank to make the Loan to be made by such other Bank on the date of any Borrowing. (c) The Borrower may, subject to the terms of this Agreement, on any Business Day, upon written, telecopied or facsimile transmitted notice to the Administrative Agent, given not later than 11:00 a.m. (New York time) on (i) the third Business Day prior to the proposed Conversion Date in the case of a Conversion of Base Rate Loans into Eurodollar Rate Loans, (ii) the Business Day immediately preceding the proposed Conversion Date in the case of a Conversion of Eurodollar Rate Loans into Base Rate Loans, or (iii) the third Business Day prior to the proposed continuation date in the case of a continuation of Eurodollar Rate Loans, Convert Loans into Borrowings comprised of Loans of another Type or continue Eurodollar Rate Loans for an additional Interest Period, and the Administrative Agent shall promptly transmit the contents of such notice to each other member of the Bank Group by telecopier, telex or cable. Notwithstanding any other term or provision hereof, after giving effect to any such Conversion, the size of all Borrowings outstanding hereunder, and the number of different Types of Loans outstanding hereunder, shall conform to the requirements of Section 2.01. In the event of any Conversion of Eurodollar Rate Loans on any day other than the last day of the Interest Period applicable thereto, the Borrower shall be obligated to reimburse the Banks in respect thereof pursuant to Section 2.13. Each notice of a Conversion (a "Conversion Notice") given by the Borrower shall be in substantially the form of Exhibit 2.02