Common use of Making the Advances Clause in Contracts

Making the Advances. (a) Each Advance shall be made, to the extent that a Bank is so obligated under SECTION 2. 1.1 of this Agreement, on written notice from Borrower to the Agent and each Bank delivered before 10:00 A.M. (Dallas, Texas time) on a Business Day which is at least three (3) Business Days prior to the first day of the Interest Period for such Advance specifying (i) the amount of such Advance (which amounts of Advances shall be pro rata among the Banks in accordance with each Bank's Pro Rata Share), (ii) the Advance Type thereof, (iii) the Interest Period therefor (which Interest Period shall be the same for each Bank), (iv) the selected interest rate applicable thereto (which interest rate shall be the same for each Bank) pursuant to and in accordance with SECTION 2.2, (v) the deposit account (together with wire transfer instructions of the Borrower) into which Borrower requests that the proceeds of such Advance be sent in the case of an Advance in the form of a loan, and the name and address of the beneficiary and other pertinent information in the case of an Advance by Comerica issuing or guaranteeing a Letter of Credit (such written notice to be substantially in the form of (A) EXHIBIT B-1 attached hereto in the case of an Acquisition Advance, (B) EXHIBIT B-2 attached hereto in the case of a Letter of Credit Advance, (C) EXHIBIT B-3 attached hereto in the case of a Working Capital Advance, and (D) EXHIBIT B-4 attached hereto in the case of a Development Advance, and in all cases in all respects in form and substance satisfactory to Agent, and being hereinafter referred to as the "BORROWING NOTICE"), and shall be accompanied by an Advance Compliance Certificate which corresponds to the Advance Type of such Advance. In the case of a proposed Borrowing comprised of LIBOR Rate Advances, the Agent shall on the second Business Day before any LIBOR Rate Advance notify each Bank of the interest rate applicable to such LIBOR Rate Advance under SECTION 2.2 of this Agreement. Not later than 11:30 A.M. (Dallas, Texas time) on the day of any Borrowing, each Bank will make available for its account to the Agent at the Agent's Account, in same day funds, such Bank's Pro Rata Share of such proposed Borrowing. After the Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in SECTION 4 of this Agreement, the Agent will make such funds available to Borrower by delivering such funds to Borrower's deposit account specified in such Borrowing Notice. (b) Each Borrowing Notice shall be irrevocable and binding on Borrower and Borrower shall indemnify the Agent and each Bank against any loss or expense incurred by it as a result of any failure to fulfill on or before the date specified for such Advance the applicable conditions set forth in SECTION 4 of this Agreement, including, without limitation, any loss (including loss of anticipated profits) or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Agent or such Bank to fund such Advance when such Advance, as a result of such failure, is not made on such date.

Making the Advances. (a) Each Advance Borrowing shall be made, to made on notice by the extent that a Bank is so obligated under SECTION 2. 1.1 of this Agreement, on written notice from Borrower to the Agent and each Bank delivered before 10:00 A.M. Agent, given not later than 12:00 noon (Dallas, Texas Dallas time) (i) in the case of a Borrowing comprised of Base Rate Advances, on the date of the proposed Borrowing; and (ii) in the case of a Borrowing comprised of Eurodollar Rate Advances, on the third Business Day which is at least three (3) Business Days prior to the first day date of the proposed Borrowing; provided, however, that (x) in the case of any requested Borrowing to be comprised of Base Rate Advances, the proceeds of which Base Rate Advances are to be applied toward the Borrower's Reimbursement Obligations under a Letter of Credit, the notice effecting such request may be given at or prior to 2:00 P.M. on the date of the drawing giving rise to such Reimbursement Obligation for a Borrowing comprised of Base Rate Advances to be made on such date in the amount of such Reimbursement Obligation; and (y) if a Default or an Event of Default has occurred and is continuing, the Borrower shall not be entitled to request Borrowings comprised of Eurodollar Rate Advances and the Lenders shall not be required to make any Advances. Each such notice of a borrowing (a "Notice of Borrowing") shall be by telephone, confirmed immediately in writing (whether by telecopy, telex, cable or otherwise), in substantially the form of Exhibit A, specifying therein the requested (i) date of such Borrowing (which shall be a Business Day); (ii) Type of Advances comprising such Borrowing; (iii) amount of such Borrowing; and (iv) Interest Period for such Advance specifying (i) the amount of such Advance (which amounts of Advances shall be pro rata among the Banks in accordance with each Bank's Pro Rata Share), (ii) the Advance Type thereof, (iii) the Interest Period therefor (which Interest Period shall be the same for each Bank), (iv) the selected interest rate applicable thereto (which interest rate shall be the same for each Bank) pursuant to and in accordance with SECTION 2.2, (v) the deposit account (together with wire transfer instructions of the Borrower) into which Borrower requests that the proceeds of such Advance be sent in the case of an Advance in the form of a loan, and the name and address of the beneficiary and other pertinent information in the case of an Advance by Comerica issuing or guaranteeing a Letter of Credit (such written notice to be substantially in the form of (A) EXHIBIT B-1 attached hereto in the case of an Acquisition Advance, (B) EXHIBIT B-2 attached hereto in the case of a Letter requested Borrowing comprised of Credit Advance, (C) EXHIBIT B-3 attached hereto in the case Eurodollar Rate Advances. Promptly after receipt of a Working Capital AdvanceNotice of Borrowing under this Section 3.02 (or telephonic notice in lieu thereof), and (D) EXHIBIT B-4 attached hereto in the case Agent shall notify each Lender by telex, telecopy, telegram, telephone or other similar form of a Development Advancetransmission of the proposed Borrowing, and in all cases in all respects in form and substance satisfactory to Agent, and being hereinafter referred to as the "BORROWING NOTICE"), and shall be accompanied by an Advance Compliance Certificate which corresponds to the Advance Type of such Advance. In the each case of a proposed Borrowing comprised of LIBOR Eurodollar Rate Advances, the Agent shall on the second Business Day before any LIBOR Rate Advance notify each Bank of the applicable interest rate applicable to such LIBOR Rate Advance under SECTION 2.2 of this Agreementrate. Not later than 11:30 A.M. Each Lender shall, before Noon (Dallas, Texas Dallas time) on the day date of any such Borrowing, each Bank will make available for its account to the Agent at the Agent's Accountits address referred to in Section 9.02, in same day funds, such BankLender's Pro Rata Share of such proposed Borrowing. After the Agent's receipt of such funds funds, and upon fulfillment of the applicable conditions set forth in SECTION 4 of this AgreementArticle V, the Agent will make such same day funds available to the Borrower at the Agent's address referred to in Section 9.02 in an amount equal to the amount requested by delivering such funds to Borrower's deposit account specified in the Borrower for such Borrowing Noticeon the date requested by the Borrower therefor. (b) Each Notice of Borrowing Notice shall be irrevocable and binding on Borrower and the Borrower. In the case of any Borrowing that the related Notice of Borrowing specifies is to be comprised of Eurodollar Rate Advances, the Borrower shall indemnify the Agent and each Bank Lender against any loss loss, cost or expense incurred by it such Lender as a result of any failure by the Borrower to fulfill fulfill, on or before the date specified in such Notice of Borrowing for such Advance Borrowing, the applicable conditions set forth in SECTION 4 of this AgreementArticle V, including, without limitation, any loss (including loss of anticipated profits) loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Agent or such Bank Lender to fund the Advance to be made by such Advance Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (c) Unless the Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Agent such Lender's Pro Rata Share of such Borrowing, the Agent may assume that such Lender has made such portion available to the Agent on the date of such Borrowing in accordance with and to the extent provided in subsection (a) of this Section 3.02 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount; provided, however, that if the Agent has received such notice from such Lender, the Agent may not make such assumption and may not make available to the Borrower on such date such corresponding amount. If and to the extent such Lender shall not have so made such Pro Rata Share available to the Agent, such Lender and the Borrower severally agree to repay to the 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 Agent, at the Federal Funds Rate for such day. 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 Amended and Restated Agreement. (d) The failure of a Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but 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.

Making the Advances. (a) Each Advance shall be made, Subject to the extent that a Bank is so obligated under SECTION 2. 1.1 terms and conditions of this Agreement, on written notice a Borrower may obtain Advances in the principal amount of $1,000,000 or higher integral multiples of $100,000 or the equivalent thereof in an Optional Currency from Borrower the Banks from time to time from and after the date hereof, but not after the Commitment Expiry Date up to a maximum aggregate amount outstanding (after giving effect to all Advances requested) at any one time equal to the lesser of (a) the Total Commitment or (b) the Borrowing Base. (b) Whenever a Borrower desires and is entitled hereunder to receive any Advance, the Borrower shall notify the Agent and each Bank delivered before in writing in the case of a Base Rate Advance not later than 10:00 A.M. (Dallasa.m., Texas Boston time) , on a the Business Day which is at least prior to the date of the Advance or in the case of a CD Rate Advance not later than 10:00 a.m. Boston time, three (3) Business Days prior to the first day proposed Borrowing Date with respect to such Advance, or in the case of a Eurodollar Rate Advance not later than 10:00 a.m., Boston time, five (5) Business Days prior to the Interest Period for Rate-fixing Day with respect to such Advance specifying Advance, of (i) the Borrowing Date (which must be a Business Day) and the amount of such Advance (which amounts of Advances shall be pro rata among the Banks Advance, stated either in accordance with each Bank's Pro Rata Share)Dollars or, subject to Section 2.7 hereof, in an Optional Currency, (ii) with respect to a CD Rate Advance or a Eurodollar Rate Advance, the Advance Type thereofinitial Interest Period of such Advance, and (iii) the Interest Period therefor (Borrower's bank account to which Interest Period shall be the same for each Bank), (iv) the selected interest rate applicable thereto (which interest rate shall be the same for each Bank) pursuant to and in accordance with SECTION 2.2, (v) the deposit account (together with wire transfer instructions payment of the Borrower) into proceeds thereof is to be made. The Agent will give the Banks prompt notice of each notice of borrowing, which Borrower requests that the proceeds of such Advance be sent in the case of an a Eurodollar Rate Advance in shall be at least four Business Days prior to the form date of a loansuch Advance, and of each other notice received from the name Borrowers hereunder. (c) If, on or prior to the Borrowing Date of any requested Advance, the Total Commitment has not terminated in full and address the applicable conditions of Section 3 hereof are satisfied, the Banks will advance to the Borrower making the request their respective Commitment Percentages of the beneficiary requested Advance by credit to the Borrower's specified account with the Agent or by such other means as agreed upon by the Borrower and the Agent in immediately available funds not later than the close of business on such Borrowing Date. (d) The failure of any Bank to make its pro rata share of any Advance shall not relieve any other pertinent information in the case Bank of its obligation, if any, hereunder to make its pro rata share of an Advance by Comerica issuing or guaranteeing a Letter on the proposed Borrowing Date, but no Bank shall be responsible for the failure of Credit (such written notice the other Bank to make the part of the Advance to be made by such other Bank on the Borrowing Date. (e) The obligations of the Company to repay all amounts borrowed by it hereunder, all interest thereon and all fees and other amounts payable by it in respect thereto shall be evidenced by this Agreement and by individual loan accounts (collectively, the "Loan Accounts" and individually, a "Loan Account") maintained by each of the Banks, it being the intention of the parties hereto that the Company's obligation with respect to its Loan are to be evidenced only as stated herein and not by separate promissory notes. Each Bank shall render to the Company and the Agent, on or before the fifth Business Day of each calendar quarter, a statement of its Loan Account as of the last day of the prior calendar quarter, which statement shall, in the absence of manifest error, be considered correct and binding upon the Company unless the Company notifies such Bank and the Agent to the contrary within 45 days from the receipt of such statement; provided that the failure of any Bank to render any such statement in a timely fashion shall not affect or impair the validity or binding nature of any Loan Account. (f) The obligations of each Borrowing Subsidiary to repay all amounts borrowed by it under this Agreement, all interest thereon and all fees and other amounts payable by it in respect thereto shall be evidenced by its promissory notes, substantially in the form of Exhibit C hereto, appropriately completed (A) EXHIBIT B-1 attached hereto in the case of an Acquisition Advancecollectively, (B) EXHIBIT B-2 attached hereto in the case of a Letter of Credit Advance, (C) EXHIBIT B-3 attached hereto in the case of a Working Capital Advance, and (D) EXHIBIT B-4 attached hereto in the case of a Development Advance, and in all cases in all respects in form and substance satisfactory to Agent, and being hereinafter referred to as the "BORROWING NOTICENotes" and individually, a "), Note") dated the applicable Borrowing Date and shall be accompanied by an Advance Compliance Certificate which corresponds payable severally to the Advance Type order of such Advance. In the case of a proposed Borrowing comprised of LIBOR Rate Advances, the Agent shall on the second Business Day before any LIBOR Rate Advance notify each Bank of the interest rate applicable Banks in a principal amount equal to such LIBOR Rate Advance under SECTION 2.2 of this Agreement. Not later than 11:30 A.M. (Dallas, Texas time) on the day of any Borrowing, each Bank will make available for its account to the Agent at the Agent's Account, in same day funds, such Bank's Pro Rata Share of such proposed Borrowing. After the Agent's receipt of such funds and upon fulfillment Commitment Percentage of the applicable conditions set forth in SECTION 4 of this Agreement, the Agent will make such funds available to Borrower by delivering such funds to Borrower's deposit account specified in such Borrowing NoticeTotal Commitment. (b) Each Borrowing Notice shall be irrevocable and binding on Borrower and Borrower shall indemnify the Agent and each Bank against any loss or expense incurred by it as a result of any failure to fulfill on or before the date specified for such Advance the applicable conditions set forth in SECTION 4 of this Agreement, including, without limitation, any loss (including loss of anticipated profits) or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Agent or such Bank to fund such Advance when such Advance, as a result of such failure, is not made on such date.

Making the Advances. (a) Each Advance Except as otherwise provided in Section 2.03 or in respect of any Borrowing requested to be made on the date of the Initial Extension of Credit, in which case notice will be given on the date of the Initial Extension of Credit, each Borrowing shall be mademade on notice, to the extent that a Bank is so obligated under SECTION 2. 1.1 of this Agreement, on written notice from Borrower to the Agent and each Bank delivered before 10:00 given not later than 11:00 A.M. (DallasCharlotte, Texas North Carolina time) on a the third Business Day which is at least three (3) Business Days prior to the first day date of the Interest Period for such Advance specifying (i) the amount of such Advance (which amounts of Advances shall be pro rata among the Banks in accordance with each Bank's Pro Rata Share), (ii) the Advance Type thereof, (iii) the Interest Period therefor (which Interest Period shall be the same for each Bank), (iv) the selected interest rate applicable thereto (which interest rate shall be the same for each Bank) pursuant to and in accordance with SECTION 2.2, (v) the deposit account (together with wire transfer instructions of the Borrower) into which Borrower requests that the proceeds of such Advance be sent in the case of an Advance in the form of a loan, and the name and address of the beneficiary and other pertinent information in the case of an Advance by Comerica issuing or guaranteeing a Letter of Credit (such written notice to be substantially in the form of (A) EXHIBIT B-1 attached hereto in the case of an Acquisition Advance, (B) EXHIBIT B-2 attached hereto proposed Borrowing in the case of a Letter Borrowing comprised of Credit AdvanceEurodollar Rate Advances, (C) EXHIBIT B-3 attached hereto or on the first Business Day prior to the date of the proposed Borrowing in the case of a Working Capital AdvanceBorrowing comprised of Base Rate Advances, by the Borrower to the Administrative Agent, which shall give prompt notice thereof to each Lender by telecopier. Each notice of a Borrowing (a "Notice of Borrowing") shall be by telephone, confirmed immediately in writing or by telecopier, in substantially the form of Exhibit B-1 hereto, shall be duly executed by a Responsible Officer of the Borrower, and shall specify therein: (Di) EXHIBIT B-4 attached hereto the requested date of such Borrowing (which shall be a Business Day); (ii) the Facility under which such Borrowing is requested to be made; (iii) the Type of Advances requested to comprise such Borrowing; (iv) the requested aggregate amount of such Borrowing; and (v) in the case of a Development Advance, and in all cases in all respects in form and substance satisfactory to Agent, and being hereinafter referred to as the "BORROWING NOTICE"), and shall be accompanied by an Advance Compliance Certificate which corresponds to the Advance Type of such Advance. In the case of a proposed Borrowing comprised of LIBOR Eurodollar Rate Advances, the Agent shall on the second Business Day before any LIBOR Rate Advance notify each Bank requested duration of the interest rate applicable to initial Interest Period for each such LIBOR Rate Advance under SECTION 2.2 of this AgreementAdvance. Not later than 11:30 Each Lender shall, before 11:00 A.M. (DallasCharlotte, Texas North Carolina time) on the day date of any such Borrowing, each Bank will make available for the account of its account Applicable Lending Office to the Administrative Agent at the Administrative Agent's Account, in same day funds, such BankLender's Pro Rata Share of such proposed Borrowing. After the Administrative Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in SECTION 4 of this AgreementArticle III, the Administrative Agent will shall make such funds available to the Borrower by delivering crediting the Borrower's Account; provided, however, that, in the case of any Working Capital Borrowing, the Administrative Agent shall first make a portion of such funds equal to Borrower's deposit account specified in the aggregate principal amount of any Letter of Credit Advances made by the Issuing Bank and by any Lender and outstanding on the date of such Borrowing NoticeWorking Capital Borrowing, plus accrued and unpaid interest thereon to and as of such date, available to the Issuing Bank and such other Lenders for repayment of such Letter of Credit Advances. (b) Anything in Section 2.02(a) to the contrary notwithstanding, the Borrower may not select Eurodollar Rate Advances (i) for the initial Borrowing hereunder (ii) if the obligation of the Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.09 or 2.10. In addition, the Term Advances may not be outstanding as part of more than six separate Borrowings and the Working Capital Advances may not be outstanding as part of more than seven separate Borrowings. (c) Each Notice of Borrowing Notice shall be irrevocable and binding on Borrower and the Borrower. In the case of any Borrowing that the related Notice of Borrowing specifies is to be comprised of Eurodollar Rate Advances, the Borrower shall indemnify the Agent and each Bank Lender against any loss loss, cost or expense reasonably incurred by it such Lender as a result of any failure to fulfill on or before the date specified in such Notice of Borrowing for such Advance Borrowing the applicable conditions set forth in SECTION 4 of this AgreementArticle III, including, without limitation, any loss (including excluding loss of anticipated profits) ), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Agent or such Bank Lender to fund the Advance to be made by such Advance Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender's Pro Rata Share of such Borrowing, the Administrative Agent may assume that such Lender has made the amount of such Pro Rata Share available to the Administrative Agent on the date of such Borrowing in accordance with Section 2.02(a), 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 Lender shall not have so made the amount of such Pro Rata Share available to the Administrative Agent, such Lender and the Borrower severally agree to repay or to pay 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 or paid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at such time under Section 2.07 to Advances comprising such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall pay to the Administrative Agent such corresponding amount, such amount so paid shall constitute such Lender's Advance as part of such Borrowing for all purposes under this Agreement. (e) The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but 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.

Making the Advances. (a) Each Advance Except as otherwise ------------------- provided in Section 2.02(b) or Section 2.03, each Borrowing shall be mademade on notice, given not later than 1:00 P.M. (New York City time) on the third Business Day prior to the extent that date of the proposed Borrowing in the case of a Bank is so obligated under SECTION 2. 1.1 Borrowing consisting of this AgreementEurodollar Rate Advances, or the first Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances (except in the case of a Borrowing consisting of Swing Line Advances, which may be made on written notice from given not later than 1:00 P.M. (New York City time) on the date of the proposed Borrowing), by the Borrower to the Agent and Agent, which shall give to each Bank delivered before 10:00 A.M. Appropriate Lender prompt notice thereof by telex or telecopier. Each such notice of a Borrowing (Dallasa "Notice of --------- Borrowing") shall be in writing, Texas time) on a Business Day which is at least three (3) Business Days prior to or telex or telecopier, in substantially the first day --------- form of Exhibit B hereto, specifying therein the Interest Period for such Advance specifying requested (i) the amount date of such Advance Borrowing (which amounts of Advances shall be pro rata among the Banks in accordance with each Bank's Pro Rata Sharea Business Day), (ii) the Advance Type thereofFacility under which such Borrowing is to be made, (iii) the Interest Period therefor (which Interest Period shall be the same for each Bank)Type of Advances comprising such Borrowing, (iv) the selected interest rate applicable thereto (which interest rate shall be the same for each Bank) pursuant to aggregate amount of such Borrowing and in accordance with SECTION 2.2, (v) the deposit account (together with wire transfer instructions of the Borrower) into which Borrower requests that the proceeds of such Advance be sent in the case of an Advance in the form of a loan, and the name and address of the beneficiary and other pertinent information in the case of an Advance by Comerica issuing or guaranteeing a Letter of Credit (such written notice to be substantially in the form of (A) EXHIBIT B-1 attached hereto in the case of an Acquisition Advance, (B) EXHIBIT B-2 attached hereto in the case of a Letter Borrowing consisting of Credit AdvanceEurodollar Rate Advances, (C) EXHIBIT B-3 attached hereto in the case of a Working Capital Advance, and (D) EXHIBIT B-4 attached hereto in the case of a Development Advance, and in all cases in all respects in form and substance satisfactory to Agent, and being hereinafter referred to as the "BORROWING NOTICE"), and shall be accompanied by an Advance Compliance Certificate which corresponds to the Advance Type of initial Interest Period for each such Advance. In the case of a proposed Borrowing comprised of LIBOR Rate AdvancesEach Appropriate Lender shall, the Agent shall on the second Business Day before any LIBOR Rate Advance notify each Bank of the interest rate applicable to such LIBOR Rate Advance under SECTION 2.2 of this Agreement. Not later than 11:30 11:00 A.M. (Dallas, Texas New York City time) on the day date of any such Borrowing, each Bank will make available for the account of its account Applicable Lending Office to the Agent at the Agent's Account, in same day funds, such BankLender's Pro Rata Share ratable portion of such proposed BorrowingBorrowing in accordance with the respective Commitments under the applicable Facility of such Lender and the other Appropriate Lenders. After the Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in SECTION 4 of this AgreementArticle III, the Agent will make such funds available to the Borrower by delivering crediting the Borrower's Account; provided, however, that, in -------- ------- the case of any Working Capital Borrowing, the Agent shall first make a portion of such funds equal to Borrower's deposit account specified in the aggregate principal amount of any Letter of Credit Advances made by the Issuing Bank and by any other Working Capital Lender and outstanding on the date of such Borrowing NoticeWorking Capital Borrowing, plus interest accrued ---- and unpaid thereon to and as of such date, available to the Issuing Bank and such other Working Capital Lenders for repayment of such Letter of Credit Advances. (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 Swing Line Borrowing, by the Borrower to the Swing Line Bank and the Agent. Each such notice of a Swing Line Borrowing (a "Notice of Swing Line Borrowing") shall be ------------------------------ by telephone, confirmed immediately in writing, or telex or telecopier, specifying therein the requested (i) date of such Borrowing (which shall be a Business Day), (ii) amount of such Borrowing and (iii) maturity of such Borrowing (which maturity shall be no later than the seventh day after the requested date of such Borrowing). The Swing Line Bank will make the amount set forth in such Notice of 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 Borrower by crediting the Borrower's Account. Upon written demand by the Swing Line Bank, with a copy of such demand to the Agent, each other Working Capital Lender shall purchase from the Swing Line Bank, and the Swing Line Bank shall sell and assign to each such other Working Capital Lender, such other Working Capital Lender's Pro Rata Share of such outstanding Swing Line Advance as of the date of such demand, 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 the portion of the outstanding principal amount of such Swing Line Advance to be purchased by such Working Capital Lender. The Borrower hereby agrees to each such sale and assignment. Each Working Capital Lender agrees to purchase its Pro Rata Share of an outstanding Swing Line Advance on (i) the 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. (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 Working Capital Lender of a portion of a Swing Line Advance, the Swing Line Bank represents and warrants to such other Working Capital Lender that the Swing Line Bank is the legal and beneficial owner of such interest being assigned by it, free and clear of all liens, but makes no other representation or warranty and assumes no responsibility with respect to such Swing Line Advance, the Loan Documents or any Loan Party. If and to the extent that any Working Capital Lender shall not have so made the amount of such Swing Line Advance available to the Agent, such Working Capital Lender agrees to pay to the Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by the Swing Line Bank until the date such amount is paid to the Agent, at the Federal Funds Rate. If such Working Capital 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 Working Capital 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 reduced by such amount on such Business Day. (c) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select Eurodollar Rate Advances for the initial Borrowing hereunder and for the period from the date of such initial Borrowing to the earlier of (x) three months from such date and (y) the completion of syndication of the Facilities (as shall be determined by the Agent in its sole discretion and as specified by the Agent in a written notice to the Borrower) or for any Borrowing if the aggregate amount of such Borrowing is less than $1,000,000 or if the obligation of the Appropriate Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.09 or 2.10 and (ii) with respect to Borrowings consisting of Eurodollar Rate Advances, the Acquisition Advances and the Working Capital Advances may not be outstanding as part of more than ten separate Borrowings in the aggregate. (d) Each Notice of Borrowing shall be irrevocable and binding on Borrower and the Borrower. In the case of any Borrowing that the related Notice of Borrowing specifies is to be comprised of Eurodollar Rate Advances, the Borrower shall indemnify the Agent and each Bank Appropriate Lender against any loss loss, cost or expense incurred by it such Lender as a result of any failure to fulfill on or before the date specified in such Notice of Borrowing for such Advance Borrowing the applicable conditions set forth in SECTION 4 of this AgreementArticle III, including, without limitation, any loss (including excluding loss of anticipated profits) ), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Agent or such Bank Lender to fund the Advance to be made by such Advance 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 written notice from an Appropriate Lender prior to the date of any Borrowing under a Facility under which such Lender has a Commitment that such Lender will not make available to the Agent such Lender's ratable portion of such Borrowing, the Agent may assume that such Lender has made such portion available to the Agent on the date of such Borrowing in accordance with subsection (a), (b) or (c) of this Section 2.02, and the 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 Lender shall not have so made such ratable portion available to the Agent, such Lender and the Borrower severally agree to pay or repay to the Agent forthwith on demand such corresponding amount and to pay interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is paid or repaid to the Agent, at (i) in the case of the Borrower, the interest rate applicable at such time under Section 2.07 to Advances comprising such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall pay to the Agent such corresponding amount, such amount so paid shall constitute such Lender's Advance as part of such Borrowing for all purposes hereunder. (f) The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but 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.

Making the Advances. (a) Each Advance Borrowing shall be made, to made on notice by the extent that a Bank is so obligated under SECTION 2. 1.1 of this Agreement, on written notice from Borrower to the Agent and each Bank delivered before 10:00 A.M. Lender, given not later than 12:00 noon (Dallas, Texas Dallas time) (i) in the case of a Borrowing comprised of Base Rate Advances, on the date of the proposed Borrowing; and (ii) in the case of a Borrowing comprised of Eurodollar Rate Advances, on the third Business Day which is at least three (3) Business Days prior to the first day date of the proposed Borrowing; provided, however, that if a Default or an Event of Default has occurred and is continuing, the Borrower shall not be entitled to request Borrowings comprised of Eurodollar Rate Advances and the Lender shall not be required to make any Advances. Each such notice of a borrowing (a "Notice of Borrowing") shall be by telephone, confirmed immediately in writing (whether by telecopy, telex, cable or otherwise), in substantially the form of Exhibit A, specifying therein the requested (i) date of such Borrowing (which shall be a Business Day); (ii) Type of Advances comprising such Borrowing; (iii) amount of such Borrowing; and (iv) Interest Period for such Advance specifying (i) the amount of such Advance (which amounts of Advances shall be pro rata among the Banks in accordance with each Bank's Pro Rata Share), (ii) the Advance Type thereof, (iii) the Interest Period therefor (which Interest Period shall be the same for each Bank), (iv) the selected interest rate applicable thereto (which interest rate shall be the same for each Bank) pursuant to and in accordance with SECTION 2.2, (v) the deposit account (together with wire transfer instructions of the Borrower) into which Borrower requests that the proceeds of such Advance be sent in the case of an Advance in the form of a loan, and the name and address of the beneficiary and other pertinent information in the case of an Advance by Comerica issuing or guaranteeing a Letter of Credit (such written notice to be substantially in the form of (A) EXHIBIT B-1 attached hereto in the case of an Acquisition Advance, (B) EXHIBIT B-2 attached hereto in the case of a Letter of Credit Advance, (C) EXHIBIT B-3 attached hereto in the case of a Working Capital Advance, and (D) EXHIBIT B-4 attached hereto in the case of a Development Advance, and in all cases in all respects in form and substance satisfactory to Agent, and being hereinafter referred to as the "BORROWING NOTICE"), and shall be accompanied by an Advance Compliance Certificate which corresponds to the Advance Type of such Advance. In the case of a proposed requested Borrowing comprised of LIBOR Eurodollar Rate Advances, the Agent shall on the second Business Day before any LIBOR Rate Advance notify each Bank of the interest rate applicable to such LIBOR Rate Advance under SECTION 2.2 of this Agreement. Not later than 11:30 A.M. (Dallas, Texas time) on the day of any Borrowing, each Bank will make available for its account to the Agent at the Agent's Account, in same day funds, such Bank's Pro Rata Share of such proposed Borrowing. After the Agent's receipt of such funds and upon Upon fulfillment of the applicable conditions set forth in SECTION 4 of this AgreementArticle IV, the Agent Lender will make such same day funds available to the Borrower at the Lender's address referred to in Section 8.02 in an amount equal to the amount requested by delivering such funds to Borrower's deposit account specified in the Borrower for such Borrowing Noticeon the date requested by the Borrower therefor. (b) Each Notice of Borrowing Notice shall be irrevocable and binding on Borrower and the Borrower. In the case of any Borrowing that the related Notice of Borrowing specifies is to be comprised of Eurodollar Rate Advances, the Borrower shall indemnify the Agent and each Bank Lender against any loss loss, cost or expense incurred by it the Lender as a result of any failure by the Borrower to fulfill fulfill, on or before the date specified in such Notice of Borrowing for such Advance Borrowing, the applicable conditions set forth in SECTION 4 of this AgreementArticle V, including, without limitation, any loss (including loss of anticipated profits) ), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Agent or such Bank Lender to fund the Advance to be made by the Lender as part of such Advance Borrowing when such Advance, as a result of such failure, is not made on such date.

Making the Advances. (a) Each Advance Borrowing of Dollars shall be mademade ------------------- upon three Business Days' notice and each Borrowing of Gold shall be made upon fourteen days' notice, to the extent that a Bank is so obligated under SECTION 2. 1.1 of this Agreement, on each by irrevocable written notice pursuant to a Notice of Borrowing from the Borrower to the Agent (which shall give prompt notice thereof, and of each Bank delivered before 10:00 A.M. other notice received from the Borrower hereunder, to each Bank) setting forth (Dallasi) the Advance Date, Texas time) on which shall be a Business Day (or, in the case of an Advance of Gold, a Business Day which is at least three (3) followed by a Business Days prior to the first day of the Interest Period for such Advance specifying (i) the amount of such Advance (which amounts of Advances shall be pro rata among the Banks in accordance with each Bank's Pro Rata ShareDay), (ii) the Advance Type thereofrequested number of Ounces or of Dollars, (iii) the Interest Period therefor form of the settlement of the proposed Borrowing as described in Section 2.5 (which Interest Period shall be if the same for each Bank----------- proposed Borrowing is in Gold), (iv) whether the selected interest rate Borrowing is to be a Base Borrowing or a LIBOR Borrowing (if the proposed Borrowing is in Dollars) and the applicable thereto Interest Period (which interest rate shall be if the same for each Bank) pursuant to and in accordance with SECTION 2.2proposed Borrowing is a LIBOR Borrowing or Borrowing of Gold), (v) whether the deposit account Borrower intends to make interest payments in Gold or in Dollars (together with wire transfer instructions of if the Borrowerproposed Borrowing is in Gold) into which Borrower requests that the proceeds of such Advance be sent in the case of an Advance in the form of a loan, and the name and address of the beneficiary and other pertinent information in the case of an Advance by Comerica issuing or guaranteeing a Letter of Credit (such written notice to be substantially in the form of (A) EXHIBIT B-1 attached hereto in the case of an Acquisition Advance, (B) EXHIBIT B-2 attached hereto in the case of a Letter of Credit Advance, (C) EXHIBIT B-3 attached hereto in the case of a Working Capital Advance, and (Dvi) EXHIBIT B-4 attached hereto in such additional information as is required by the case Notice of a Development Advance, and in all cases in all respects in form and substance satisfactory to Agent, and being hereinafter referred to as the "BORROWING NOTICE"), and shall be accompanied by an Advance Compliance Certificate which corresponds to the Advance Type of such AdvanceBorrowing. In the case event that the Borrower fails to borrow Gold or Dollars after delivering a Notice of a proposed Borrowing comprised of LIBOR Rate Advanceshereunder to the Agent, the Agent Borrower shall on pay any resulting Breakage Costs to the second Business Day before any LIBOR Rate Advance notify each Bank Banks, and provided such Breakage Costs are promptly paid upon the request of the interest rate applicable to such LIBOR Rate Advance under SECTION 2.2 of this Agreement. Not later than 11:30 A.M. (Dallas, Texas time) on the day of any Borrowing, each Bank will make available for its account to the Agent at the Agent's Account, in same day fundsBanks, such Bank's Pro Rata Share of such proposed Borrowing. After the Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in SECTION 4 of this Agreement, the Agent will make such funds available to Borrower by delivering such funds to Borrower's deposit account specified in such Borrowing Notice. (b) Each Borrowing Notice shall be irrevocable and binding on Borrower and Borrower shall indemnify the Agent and each Bank against any loss or expense incurred by it as a result of any failure to fulfill on or before the date specified for such Advance the applicable conditions set forth in SECTION 4 of this Agreement, including, without limitation, any loss (including loss of anticipated profits) or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Agent or such Bank to fund such Advance when such Advance, as borrow shall not be a result of such failure, is not made on such datedefault hereunder.

Making the Advances. (a) Each Advance The Advances shall be mademade on notice, to the extent that a Bank is so obligated under SECTION 2. 1.1 of this Agreement, on written notice from Borrower to the Agent and each Bank delivered before 10:00 given not later than 11:00 A.M. (Dallas, Texas New York City time) on a the third Business Day which is at least three (3) Business Days prior to the first day date of the Interest Period for such Advance Borrowing, by the Borrowers to the Administrative Agent, which shall give to each Lender prompt notice thereof by telecopier. The notice of Borrowing (the "NOTICE OF BORROWING") shall be by telephone, confirmed immediately in writing or telecopier, in substantially the form of Exhibit B hereto, specifying therein the requested (i) the amount date of such Advance (which amounts of Advances shall be pro rata among the Banks in accordance with each Bank's Pro Rata Share)Borrowing, (ii) the Advance Type thereofaggregate amount of such Borrowing, (iii) the Interest Period therefor (which Interest Period shall be the same for amount of such Borrowing requested by each Bank), Borrower and (iv) the selected interest rate applicable thereto (which interest rate shall be the same initial Interest Period for each Bank) pursuant to and in accordance with SECTION 2.2, (v) the deposit account (together with wire transfer instructions of the Borrower) into which Borrower requests that the proceeds of such Advance be sent in the case of an Advance in the form of a loan, and the name and address of the beneficiary and other pertinent information in the case of an Advance by Comerica issuing or guaranteeing a Letter of Credit (such written notice to be substantially in the form of (A) EXHIBIT B-1 attached hereto in the case of an Acquisition Advance, (B) EXHIBIT B-2 attached hereto in the case of a Letter of Credit Advance, (C) EXHIBIT B-3 attached hereto in the case of a Working Capital Advance, and (D) EXHIBIT B-4 attached hereto in the case of a Development Advance, and in all cases in all respects in form and substance satisfactory to Agent, and being hereinafter referred to as the "BORROWING NOTICE"), and shall be accompanied by an Advance Compliance Certificate which corresponds to the Advance Type of such Advance. In the case of a proposed Borrowing comprised of LIBOR Rate Advances, the Agent shall on the second Business Day before any LIBOR Rate Advance notify each Bank of the interest rate applicable to such LIBOR Rate Advance under SECTION 2.2 of this Agreement. Not later than 11:30 A.M. (Dallas, Texas time) on the day of any Borrowing, each Bank will make available for its account to the Agent at the Agent's Account, in same day funds, such Bank's Pro Rata Share of such proposed Borrowing. After the Agent's receipt of such funds and upon Upon fulfillment of the applicable conditions set forth in SECTION 4 of this AgreementArticle III, the Agent will make such funds available Notes referred to Borrower in Section 3.01 shall be issued in consideration of the contribution by delivering such funds the Lenders of their respective rights to Borrower's deposit account specified in such Borrowing Noticereceive payment of the principal amount outstanding of the Existing Debt. (b) Each The Advances may not be outstanding as part of more than eight separate Borrowings. (c) The Notice of Borrowing Notice shall be irrevocable and binding on Borrower and the Borrowers. Each Borrower shall indemnify the Agent and each Bank Lender against any loss loss, cost or expense incurred by it such Lender as a result of any failure to fulfill on or before the date specified for such Advance in the Notice of Borrowing the applicable conditions set forth in SECTION 4 of this AgreementArticle III, including, without limitation, any loss (including loss of anticipated profits) ), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Agent or such Bank Lender to fund the Advance to be made by such Advance Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date.

Making the Advances. (a) Each Advance Borrowing shall be made, to the extent that a Bank is so obligated under SECTION 2. 1.1 of this Agreement, made on written notice from Borrower to the Agent and each Bank delivered before 10:00 Borrower, which notice shall be received by the Lender, not later than 11:00 A.M. (Dallas, Texas Singapore time) on a the third Business Day which is at least three (3) Business Days prior to the first day date of the Interest Period for such Advance proposed Borrowing. Such notice (each, a "NOTICE OF BORROWING") shall be irrevocable and binding on the Borrower, and shall be given in writing, in substantially the form of Exhibit B hereto, specifying therein the requested (i) the amount date of such Advance (which amounts of Advances shall be pro rata among the Banks in accordance with each Bank's Pro Rata Share)Borrowing, (ii) the Advance Type thereofaggregate amount of such Borrowing, and (iii) the initial Interest Period therefor (which Interest Period shall be the same for each Bank), (iv) the selected interest rate applicable thereto (which interest rate shall be the same for each Bank) pursuant to and in accordance with SECTION 2.2, (v) the deposit account (together with wire transfer instructions of the Borrower) into which Borrower requests that the proceeds of such Advance be sent in the case of an Advance in the form of a loan, and the name and address of the beneficiary and other pertinent information in the case of an Advance by Comerica issuing or guaranteeing a Letter of Credit (such written notice to be substantially in the form of (A) EXHIBIT B-1 attached hereto in the case of an Acquisition Advance, (B) EXHIBIT B-2 attached hereto in the case of a Letter of Credit Advance, (C) EXHIBIT B-3 attached hereto in the case of a Working Capital Advance, and (D) EXHIBIT B-4 attached hereto in the case of a Development Advance, and in all cases in all respects in form and substance satisfactory to Agent, and being hereinafter referred to as the "BORROWING NOTICE"), and shall be accompanied by an Advance Compliance Certificate which corresponds to the Advance Type of such Advance. In the case of a proposed Borrowing comprised of LIBOR Rate Advances, the Agent shall on the second Business Day before any LIBOR Rate Advance notify each Bank of the interest rate applicable to such LIBOR Rate Advance under SECTION 2.2 of this Agreement. Not No later than 11:30 11:00 A.M. (Dallas, Texas Singapore time) on the day date of any such Borrowing, each Bank will make available for its account to the Agent at the Agent's Account, in same day funds, such Bank's Pro Rata Share of such proposed Borrowing. After the Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in SECTION 4 of this AgreementArticle III, the Agent will Lender shall make available, in immediately available funds by crediting an account at Societe Generale, New York Branch, Account No. 00000000, for the account of the Borrower (or such funds available other account which may be specified to the Lender in writing) for further credit to Societe Generale, Hong Kong Branch, Account No. 081-842-02-34002-0081-01-7 in the amount of such Borrowing, net of any fees, expenses or other amounts owing to any Lender by the Borrower by delivering on the date of such funds to Borrower's deposit account specified in such Borrowing NoticeBorrowing. (b) Each Borrowing Notice shall be irrevocable and binding on Borrower and The Borrower shall indemnify the Agent and each Bank Lender against any loss loss, cost or expense incurred by it the Lender as a result of any failure to fulfill on or before the date specified in such Notice of Borrowing for such Advance Borrowing the applicable conditions set forth in SECTION 4 of this AgreementArticle III, including, without limitation, any loss (including loss of anticipated profits) loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Agent or such Bank Lender to fund such Advance Borrowing when such AdvanceBorrowing, as a result of such failure, is not made on such date. A certification as to such amounts, submitted by the Lender, shall be conclusive and binding for all purposes, absent manifest error.

Making the Advances. (a) Each Advance (other than Competitive Bid Advances) shall be mademade on notice given not later than 10:00 A.M. (Boston time), (i) in the case of a Base Rate Advance on the date of the proposed Borrowing or (ii) in the case of a Eurodollar Rate Advance on the third Business Day prior to the extent that a Bank is so obligated under SECTION 2. 1.1 date of this Agreementthe proposed Borrowing, on written notice from Borrower given to the Agent from the Trust (a "Notice of Borrowing"). The Agent shall give the Banks prompt notice of each Notice of Borrowing and of each Bank delivered before 10:00 A.M. other notice received from the Trust hereunder. Each such Notice of Borrowing shall be by telephone, telecopy, telex or cable, in each case confirmed immediately in writing by the Trust in substantially the form of Exhibit B hereto, specifying therein (DallasA) the requested date of such Borrowing, Texas time(B) on the requested Type of Advances comprising such Borrowing, (C) in the case of a Business Day which is at least three (3) Business Days prior to Borrowing comprised of Eurodollar Rate Advances or Eurodollar Advances, the first day of the initial Interest Period for such Advance specifying Advances, and (iD) the amount of such Advance Borrowing (which amounts must be a minimum of Advances shall be pro rata among the Banks in accordance with each Bank's Pro Rata Share), (ii) the Advance Type thereof, (iii) the Interest Period therefor (which Interest Period shall be the same for each Bank), (iv) the selected interest rate applicable thereto (which interest rate shall be the same for each Bank) pursuant to and in accordance with SECTION 2.2, (v) the deposit account (together with wire transfer instructions of the Borrower) into which Borrower requests that the proceeds of such Advance be sent in the case of an Advance in the form of a loan, and the name and address of the beneficiary and other pertinent information in the case of an Advance by Comerica issuing or guaranteeing a Letter of Credit (such written notice to be substantially in the form of (A) EXHIBIT B-1 attached hereto in the case of an Acquisition Advance, (B) EXHIBIT B-2 attached hereto $1,000,000 in the case of a Letter Notice of Credit AdvanceBorrowing requesting Eurodollar Advances). (b) Each Bank shall, before 12:00 Noon (C) EXHIBIT B-3 attached hereto in the case of a Working Capital Advance, and (D) EXHIBIT B-4 attached hereto in the case of a Development Advance, and in all cases in all respects in form and substance satisfactory to Agent, and being hereinafter referred to as the "BORROWING NOTICE"), and shall be accompanied by an Advance Compliance Certificate which corresponds to the Advance Type of such Advance. In the case of a proposed Borrowing comprised of LIBOR Rate Advances, the Agent shall on the second Business Day before any LIBOR Rate Advance notify each Bank of the interest rate applicable to such LIBOR Rate Advance under SECTION 2.2 of this Agreement. Not later than 11:30 A.M. (Dallas, Texas Boston time) on the day date of any such Borrowing, each Bank will subject to the terms and conditions of this Agreement, make available for the account of its account Applicable Lending Office to the Agent at the Agent's Account, address referred to in same day funds, 21 and in immediately available funds such Bank's Pro Rata Share ratable portion of such proposed Borrowing. After the Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in SECTION 4 of this Agreement7 or 8, as the case may be, the Agent will make such funds available to Borrower by delivering credit such funds to Borrower's deposit account specified in the Trust at such Borrowing Noticeaddress or office. (bc) Each A Notice of Borrowing Notice with respect to a Eurodollar Advance shall be irrevocable and binding on Borrower and Borrower the Trust and, in respect of any Borrowing comprised of Eurodollar Advances, the Trust shall indemnify the Agent and each Bank against any loss or expense incurred by it such Bank as a result of any failure of the Trust to fulfill borrow the amounts requested on or before the date specified for such Advance the applicable conditions set forth in SECTION 4 of this Agreementrequested, including, including without limitation, any loss (loss, including loss of anticipated lost profits) , or expense incurred by reason of the liquidation liquidation, reutilization or reemployment of deposits or other funds acquired by the Agent or such any Bank to fund or maintain a Eurodollar Advance to be made by such Advance when Bank. (d) Unless the Agent shall have received notice from a Bank prior to the date of any Borrowing that such Advance, as a result Bank will not make available to the Agent such Bank's ratable portion of such failureBorrowing, is not the Agent may assume that such Bank has made such portion available to the Agent on the date of such Borrowing in accordance with and as provided in this 2.2 and the Agent may, in reliance upon such assumption, make available on such datedate a corresponding amount to the Trust. If and to the extent such Bank shall not have so made such ratable portion available to the Agent and the Agent shall have made available such corresponding amount to the Trust, such Bank agrees to pay to the Agent forthwith on demand, and the Trust agrees to repay to the Agent within two Business Days after demand (but only after demand for payment has first been made to such Bank and such Bank has failed to make such payment), an amount equal to such corresponding amount together with interest thereon for each day from the date the Agent shall make such amount available to the Trust until the date such amount is paid or repaid to the Agent, at an interest rate for the first day of such period equal to the interest rate applicable at the time to Advances comprising such Borrowing and for all subsequent days of such period equal to the Alternate Base Rate. If such Bank shall pay to the Agent such corresponding amount, such amount so paid shall constitute such Bank's Advance as part of such Borrowing for purposes of this Agreement. If the Trust makes a repayment required by the foregoing provisions of this 2.2(d) and thereafter the applicable Bank or Banks make the payments to the Agent required by this 2.2(d), the Agent shall promptly refund the amount of the Trust's payment. (e) The failure of any Bank to make the Advance 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 Advance on the date of such Borrowing, but no Bank shall be responsible for the failure of any other Bank to make the Advance to be made by such other Bank on the date of any Borrowing. (f) In the case of Eurodollar Advances requested in a Notice of Borrowing, the Agent shall notify the Trust and the Company and each Bank of the Eurodollar Rate applicable to such Eurodollar Advances not later than 11:00 A.M. (Boston time) on the Business Day of the proposed Borrowing specified in the applicable Notice of Borrowing. (g) The Trust hereby absolutely and unconditionally promises to pay to the Agent for the account of each of the Banks on the Termination Date all Outstanding Advances.

Making the Advances. (a) Each Advance (other than Competitive Bid Advances) shall be mademade on notice given not later than 10:00 A.M. (Boston time), (i) in the case of a Base Rate Advance on the date of the proposed Borrowing or (ii) in the case of a Eurodollar Rate Advance on the third Business Day prior to the extent that a Bank is so obligated under SECTION 2. 1.1 date of this Agreementthe proposed Borrowing, on written notice from Borrower given to the Agent from the Company (a "Notice of Borrowing"). The Agent shall give the Banks prompt notice of each Notice of Borrowing and of each Bank delivered before 10:00 A.M. other notice received from the Company hereunder. Each such Notice of Borrowing shall be by telephone, telecopy, telex or cable, in each case confirmed immediately in writing by the Company in substantially the form of Exhibit B hereto, specifying therein (DallasA) the requested date of such Borrowing, Texas time(B) on the requested Type of Advances comprising such Borrowing, (C) in the case of a Business Day which is at least three (3) Business Days prior to Borrowing comprised of Eurodollar Rate Advances, the first day of the initial Interest Period for such Advance specifying Advances, and (iD) the amount of such Advance Borrowing (which amounts must be a minimum of Advances shall be pro rata among the Banks in accordance with each Bank's Pro Rata Share), (ii) the Advance Type thereof, (iii) the Interest Period therefor (which Interest Period shall be the same for each Bank), (iv) the selected interest rate applicable thereto (which interest rate shall be the same for each Bank) pursuant to and in accordance with SECTION 2.2, (v) the deposit account (together with wire transfer instructions of the Borrower) into which Borrower requests that the proceeds of such Advance be sent in the case of an Advance in the form of a loan, and the name and address of the beneficiary and other pertinent information in the case of an Advance by Comerica issuing or guaranteeing a Letter of Credit (such written notice to be substantially in the form of (A) EXHIBIT B-1 attached hereto in the case of an Acquisition Advance, (B) EXHIBIT B-2 attached hereto $1,000,000 in the case of a Letter Notice of Credit AdvanceBorrowing requesting Eurodollar Advances). (b) Each Bank shall, before 12:00 Noon (C) EXHIBIT B-3 attached hereto in the case of a Working Capital Advance, and (D) EXHIBIT B-4 attached hereto in the case of a Development Advance, and in all cases in all respects in form and substance satisfactory to Agent, and being hereinafter referred to as the "BORROWING NOTICE"), and shall be accompanied by an Advance Compliance Certificate which corresponds to the Advance Type of such Advance. In the case of a proposed Borrowing comprised of LIBOR Rate Advances, the Agent shall on the second Business Day before any LIBOR Rate Advance notify each Bank of the interest rate applicable to such LIBOR Rate Advance under SECTION 2.2 of this Agreement. Not later than 11:30 A.M. (Dallas, Texas Boston time) on the day date of any such Borrowing, each Bank will subject to the terms and conditions of this Agreement, make available for the account of its account Applicable Lending Office to the Agent at the Agent's Account, address referred to in same day funds, 20 and in immediately available funds such Bank's Pro Rata Share ratable portion of such proposed Borrowing. After the Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in SECTION 4 of this Agreement6 or 7, as the case may be, the Agent will make such funds available to Borrower by delivering credit such funds to Borrower's deposit account specified in the Company at such Borrowing Noticeaddress or office. (bc) Each A Notice of Borrowing Notice with respect to a Eurodollar Advance shall be irrevocable and binding on Borrower and Borrower the Company and, in respect of any Borrowing comprised of Eurodollar Advances, the Company shall indemnify the Agent and each Bank against any loss or expense incurred by it such Bank as a result of any failure of the Company to fulfill borrow the amounts requested on or before the date specified for such Advance the applicable conditions set forth in SECTION 4 of this Agreementrequested, including, including without limitation, any loss (loss, including loss of anticipated lost profits) , or expense incurred by reason of the liquidation or reemployment re-employment of deposits or other funds acquired by the Agent or such any Bank to fund or maintain a Eurodollar Advance to be made by such Advance when Bank. (d) Unless the Agent shall have received notice from a Bank prior to the date of any Borrowing that such Advance, as a result Bank will not make available to the Agent such Bank's ratable portion of such failureBorrowing, is not the Agent may assume that such Bank has made such portion available to the Agent on the date of such Borrowing in accordance with and as provided in this 2.2 and the Agent may, in reliance upon such assumption, make available on such datedate a corresponding amount to the Company. If and to the extent such Bank shall not have so made such ratable portion available to the Agent and the Agent shall have made available such corresponding amount to the Company, such Bank agrees to pay to the Agent forthwith on demand, and the Company agree to repay to the Agent within two Business Days after demand (but only after demand for payment has first been made to such Bank and such Bank has failed to make such payment), an amount equal to such corresponding amount together with interest thereon for each day from the date the Agent shall make such amount available to the Company until the date such amount is paid or repaid to the Agent, at an interest rate for the first day of such period equal to the interest rate applicable at the time to Advances comprising such Borrowing and for all subsequent days of such period equal to the Alternate Base Rate. If such Bank shall pay to the Agent such corresponding amount, such amount so paid shall constitute such Bank's Advance as part of such Borrowing for purposes of this Agreement. If the Company make a repayment required by the foregoing provisions of this 2.2(d) and thereafter the applicable Bank or Banks make the payments to the Agent required by this 2.2(d), the Agent shall promptly refund the amount of the Borrowers' payment. (e) The failure of any Bank to make the Advance 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 Advance on the date of such Borrowing, but no Bank shall be responsible for the failure of any other Bank to make the Advance to be made by such other Bank on the date of any Borrowing. (f) In the case of Eurodollar Advances requested in a Notice of Borrowing, the Agent shall notify the Company and each Bank of the Eurodollar Rate applicable to such Eurodollar Advances not later than 11:00 A.M. (Boston time) on the Business Day of the proposed Borrowing specified in the applicable Notice of Borrowing. (g) The Company hereby absolutely and unconditionally promises to pay to the Agent for the account of each of the Banks on the Termination Date all Outstanding Advances.

Making the Advances. (a) Each Advance Loan shall be mademade on ------------------- notice, to the extent that a Bank is so obligated under SECTION 2. 1.1 of this Agreement, on written notice from Borrower to the Agent and each Bank delivered before 10:00 given not later than 11:00 A.M. (Dallas, Texas New York City time) on a the third Business Day which is at least three (3) Business Days prior to the first day date of the Interest Period for such Advance specifying (i) the amount of such Advance (which amounts of Advances shall be pro rata among the Banks in accordance with each Bank's Pro Rata Share), (ii) the Advance Type thereof, (iii) the Interest Period therefor (which Interest Period shall be the same for each Bank), (iv) the selected interest rate applicable thereto (which interest rate shall be the same for each Bank) pursuant to and in accordance with SECTION 2.2, (v) the deposit account (together with wire transfer instructions of the Borrower) into which Borrower requests that the proceeds of such Advance be sent proposed Loan in the case of an Advance in a Loan consisting of LIBOR Rate Advances (or, while the form of a loanFirst LIBOR Method is applicable, and such shorter period to which the name and address Administrative Agent may consent), or the first Business Day prior to the date of the beneficiary and other pertinent information proposed Loan in the case of an Advance a Loan consisting of Base Rate Advances, by Comerica issuing the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof by telecopier or guaranteeing telex. Each such notice of a Letter of Credit Loan (such written notice to a "Draw Request") shall be by telecopier or ------------ telex, confirmed immediately in writing, substantially in the form of Exhibit B, --------- specifying therein (i) the requested date of such Loan (which shall be a Business Day); (ii) the requested Type of Advances comprising such Loan; provided that (A) EXHIBIT B-1 attached hereto in while the case First LIBOR Method is applicable, the Borrower may not request Advances of an Acquisition Advanceone Type while there are Advances of the other Type outstanding, and (B) EXHIBIT B-2 attached hereto while the Second LIBOR Method is applicable, the Borrower may not request that Advances be LIBOR Rate Advances if, after giving effect to such Advances, there would be more than three different Interest Periods then in effect; (iii) whether such Loan is a Tranche A Loan, a Tranche B Loan or a Tranche C Loan; (iv) in the case of a Letter Tranche A Loan, whether the proceeds thereof are to be used to pay interest that is due and owing hereunder or for other permitted purposes and, if for other permitted purposes, the aggregate principal amount of Credit Advance, such Tranche A Loan that is to be used for such other permitted purposes; (Cv) EXHIBIT B-3 attached hereto a reasonably detailed description of the use of the proceeds of such Loan; (vi) the requested aggregate principal amount of such Loan (except in the case of a Working Capital AdvanceTranche A Loan the proceeds of which are to be used to pay interest that is due and owing hereunder); and (vii) the account to which the proceeds of such Loan shall be paid, and (D) EXHIBIT B-4 attached hereto which shall be to an account specified by Ericsson in the case of a Development Advanceany Loan the proceeds of which are to be used to pay Tranche A Expenses, and in all cases in all respects in form and substance satisfactory Tranche B Expenses or Tranche C Expenses then owing by the Borrower to Agent, and being hereinafter referred to as the "BORROWING NOTICE"), and Ericsson or Orbitel. Each Draw Request shall be accompanied by an Advance Compliance Certificate which corresponds the certification of Grand Parent pursuant to the Advance Type of such Advance. In the case of a proposed Borrowing comprised of LIBOR Rate AdvancesCash Maintenance Agreement, the Agent shall on the second Business Day before any LIBOR Rate Advance notify each Bank of the interest rate applicable if then required to such LIBOR Rate Advance under SECTION 2.2 of this Agreement. Not later than 11:30 A.M. (Dallas, Texas time) on the day of any Borrowing, each Bank will make available for its account be delivered by Grand Parent to the Agent at Borrower for delivery to the Administrative Agent's Account, in same day funds, and such Bank's Pro Rata Share of such proposed Borrowingadditional documents as may be required by Article IX. After the Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in SECTION 4 of this Agreement, the Agent will make such funds available to Borrower by delivering such funds to Borrower's deposit account specified in such Borrowing Notice. (b) Each Borrowing Notice shall be irrevocable and binding on Borrower and The Borrower shall indemnify the Agent and each Bank against any loss or expense incurred by it as a result of any failure to fulfill on or before the date specified for such Advance the applicable conditions set forth in SECTION 4 of this Agreement, including, without limitation, any loss (including loss of anticipated profits) or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Agent or such Bank to fund such Advance when such Advance, as a result of such failure, is not made on such date.submit no more than

Making the Advances. (a) Each Advance set of Advances made by the Lenders (a “Borrowing”), other than the Initial Loan under the Original Loan Agreement, the $1,000,000 Subsequent Loan made under the First Amended and Restated Agreement, and the July 2004 Loan, shall be mademade on notice (a “Borrowing Request”), to the extent that a Bank is so obligated under SECTION 2. 1.1 of this Agreement, on written notice from Borrower to the Agent and each Bank delivered before 10:00 given not later than 11:00 A.M. (Dallas, Texas New York City time) on a Business Day the first or fifteenth day of the month, by the Company to the Lenders, which is at least three date shall be five (35) Business Days prior to the first day date of the Interest Period for such Advance proposed Borrowing. Each Borrowing Request shall be by telecopier and email, in substantially the form of Exhibit G hereto, specifying therein the requested (i) the date of such Borrowing and (ii) aggregate amount of such Advance (which amounts Borrowing. The amount of Advances such Borrowing shall be pro rata among at least $250,000 (or less only if such amount is the Banks in accordance with each Bank's Pro Rata Share), (ii) the Advance Type thereof, (iii) the Interest Period therefor (which Interest Period shall be the same for each Bank), (iv) the selected interest rate applicable thereto (which interest rate shall be the same for each Bank) pursuant to and in accordance with SECTION 2.2, (v) the deposit account (together with wire transfer instructions balance of the Borrower) into which Borrower requests that Advances available under the proceeds of Notes at such Advance be sent in the case of an Advance in the form of a loan, and the name and address of the beneficiary and other pertinent information in the case of an Advance by Comerica issuing or guaranteeing a Letter of Credit (such written notice to be substantially in the form of (A) EXHIBIT B-1 attached hereto in the case of an Acquisition Advance, (B) EXHIBIT B-2 attached hereto in the case of a Letter of Credit Advance, (C) EXHIBIT B-3 attached hereto in the case of a Working Capital Advance, and (D) EXHIBIT B-4 attached hereto in the case of a Development Advance, and in all cases in all respects in form and substance satisfactory to Agent, and being hereinafter referred to as the "BORROWING NOTICE"time), and shall be accompanied by an Advance Compliance Certificate which corresponds to the Advance Type of such Advance. In the case event that no Default (as defined below) or Event of Default (as defined in the Notes) shall have occurred and be continuing and all conditions to a proposed Borrowing comprised of LIBOR Rate Advances, the Agent shall on the second Business Day before any LIBOR Rate Advance notify each Bank of the interest rate applicable to such LIBOR Rate Advance under SECTION 2.2 of this Agreement. Not later than 11:30 A.M. (Dallas, Texas time) on the day of any Borrowing, each Bank will make available for its account to the Agent at the Agent's Account, in same day funds, such Bank's Pro Rata Share of such proposed Borrowing. After the Agent's receipt of such funds and upon fulfillment of the applicable conditions including those set forth in SECTION 4 of this AgreementArticle III) shall have been satisfied and each Lender, in its sole and absolute discretion, shall have deemed it advisable to make the Agent will requested Advance, then the Company shall be entitled to make such funds available to Borrower by delivering such funds to Borrower's deposit account specified in such Borrowing NoticeBorrowings under the Financing Documents (as defined below). (b) Each Borrowing Notice Notwithstanding the foregoing, no Loan shall be irrevocable and binding on Borrower and Borrower made unless both Lenders shall indemnify have agreed to fund their respective Advances. If either Lender does not agree to make its Advance, then the Agent and other shall not make its Advance. (c) The aggregate indebtedness of the Company hereunder to each Bank against any loss or expense incurred by it Lender shall be evidenced by: (i) the existing note, dated as a result of any failure October 23, 2002, issued to fulfill on or before such Lender under the date specified for such Advance the applicable conditions set forth in SECTION 4 of this Original Loan Agreement, including, without limitation, any loss (including loss of anticipated profits) or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired as amended by the Agent or Amendment Agreement (an “Original Note”); (ii) the existing New Note, dated as of October 24, 2003, issued to such Bank to fund such Advance when such AdvanceLender under the Amended and Restated Agreement, as amended by the Amendment Agreement (a result of such failure“New Note”); and (iii) a July 2004 Note (the Original Notes, is not made on such datethe New Notes and the July 2004 Notes shall be collectively referred to as “Notes”).

Making the Advances. (a) Each Advance Borrowing shall be mademade on notice, to the extent that a Bank is so obligated under SECTION 2.given not later than 11:00 a.m. 1.1 of this Agreement, on written notice from Borrower to the Agent and each Bank delivered before 10:00 A.M. (Dallas, Texas timei) on a the third Business Day which is at least three (3) Business Days prior to the first day date of the Interest Period for such Advance specifying (i) the amount of such Advance (which amounts of Advances shall be pro rata among the Banks in accordance with each Bank's Pro Rata Share)proposed Borrowing, (ii) the Advance Type thereof, (iii) the Interest Period therefor (which Interest Period shall be the same for each Bank), (iv) the selected interest rate applicable thereto (which interest rate shall be the same for each Bank) pursuant to and in accordance with SECTION 2.2, (v) the deposit account (together with wire transfer instructions of the Borrower) into which Borrower requests that the proceeds of such Advance be sent in the case of an Advance in the form of a loan, and the name and address of the beneficiary and other pertinent information in the case of an Advance by Comerica issuing or guaranteeing a Letter of Credit (such written notice to be substantially in the form of (A) EXHIBIT B-1 attached hereto in the case of an Acquisition Advance, (B) EXHIBIT B-2 attached hereto in the case of a Letter Borrowing comprised of Credit AdvanceEurodollar Rate Advances and (ii) on the date of the proposed Borrowing, (C) EXHIBIT B-3 attached hereto in the case of a Working Capital AdvanceBorrowing comprised of Base Rate Advances, in each case by the Borrower to the Agent, which shall give to each Lender prompt notice thereof by telecopier, telex or cable. Each such notice of a Borrowing (a "Notice of Borrowing") shall be by telecopier, telex or cable, in substantially the form of Exhibit 2.02 (a) hereto, specifying therein the requested (A) date of such Borrowing, (B) Type of Advances comprising such Borrowing, (C) aggregate amount of such Borrowing and (D) EXHIBIT B-4 attached hereto in the case of a Development AdvanceBorrowing comprised of Eurodollar Rate Advances, and in all cases in all respects in form and substance satisfactory to Agent, and being hereinafter referred to as the "BORROWING NOTICE"), and shall be accompanied by an Advance Compliance Certificate which corresponds to the Advance Type of initial Interest Period for each such Advance. In Each Lender shall, before (x) 12:00 noon on the date of such Borrowing, in the case of a proposed Borrowing comprised of LIBOR Eurodollar Rate Advances, the Agent shall and (y) 1:00 p.m. on the second Business Day before any LIBOR Rate Advance notify each Bank date of the interest rate applicable to such LIBOR Rate Advance under SECTION 2.2 of this Agreement. Not later than 11:30 A.M. (Dallas, Texas time) on the day of any Borrowing, each Bank will in the case of a Borrowing comprised of Base Rate Advances, make available for the account of its account Applicable Lending Office to the Agent at the Agent's Accountits address referred to in Section 8.02, in same day funds, such BankLender's Pro Rata Share ratable portion of such proposed Borrowing. After the Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in SECTION 4 of this AgreementArticle III, the Agent will promptly make such funds available to the Borrower by delivering such funds to Borrowerat the Agent's deposit account specified in such Borrowing Noticeaforesaid address. (b) Each Notice of Borrowing Notice shall be irrevocable and binding on Borrower and the Borrower. In the case of any Borrowing which the related Notice of Borrowing specifies is to be comprised of Eurodollar Rate Advances, the Borrower shall indemnify the Agent and each Bank Lender against any loss loss, cost or expense incurred by it such Lender as a result of any failure to fulfill on or before the date specified in such Notice of Borrowing for such Advance Borrowing the applicable conditions set forth in SECTION 4 of this AgreementArticle III, including, without limitation, any loss (including loss of anticipated profits) loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Agent or such Bank Lender to fund the Eurodollar Rate Advance to be made by such Advance Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (c) Unless the Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Agent such Lender's Advance as part of such Borrowing, the Agent may assume that such Lender has made such Advance available to the Agent on the date of such Borrowing in accordance with subsection (a) of this Section 2.02 and the 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 Lender shall not have so made such Advance available to the Agent, such Lender and the Borrower severally agree to repay to the 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 Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to Advances comprising such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. 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. (d) The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but 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.

Making the Advances. (a) Each Advance Borrowing shall be made, to made on notice by the extent that a Bank is so obligated under SECTION 2. 1.1 of this Agreement, on written notice from Borrower to the Agent Agent, given not later than 12:00 noon (Dallas time) (i) in the case of a Borrowing comprised of Base Rate Advances, on the date of the proposed Borrowing; and each Bank delivered before 10:00 A.M. (Dallasii) in the case of a Borrowing comprised of Eurodollar Rate Advances, Texas time) on a the third Business Day which is at least three (3) Business Days prior to the first day date of the proposed Borrowing; provided, however, that (x) in the case of any requested Borrowing to be comprised of Base Rate Advances, the proceeds of which Base Rate Advances are to be applied toward the Borrower's Reimbursement Obligations under a Letter of Credit, the notice effecting such request may be given at or prior to 2:00 P.M. on the date of the drawing giving rise to such Reimbursement Obligation for a Borrowing comprised of Base Rate Advances to be made on such date in the amount of such Reimbursement Obligation; and (y) if a Default or an Event of Default has occurred and is continuing, the Borrower shall not be entitled to request Borrowings comprised of Eurodollar Rate Advances and the Lenders shall not be required to make any Advances. Each such notice of a borrowing (a "Notice of Borrowing") shall be by telephone, confirmed immediately in writing (whether by telecopy, telex, cable or otherwise), in substantially the form of Exhibit A, specifying therein the requested (i) date of such Borrowing (which shall be a Business Day); (ii) Type of Advances comprising such Borrowing; (iii) amount of such Borrowing; and (iv) Interest Period for such Advance specifying (i) the amount of such Advance (which amounts of Advances shall be pro rata among the Banks in accordance with each Bank's Pro Rata Share), (ii) the Advance Type thereof, (iii) the Interest Period therefor (which Interest Period shall be the same for each Bank), (iv) the selected interest rate applicable thereto (which interest rate shall be the same for each Bank) pursuant to and in accordance with SECTION 2.2, (v) the deposit account (together with wire transfer instructions of the Borrower) into which Borrower requests that the proceeds of such Advance be sent in the case of an Advance in the form of a loan, and the name and address of the beneficiary and other pertinent information in the case of an Advance by Comerica issuing or guaranteeing a Letter of Credit (such written notice to be substantially in the form of (A) EXHIBIT B-1 attached hereto in the case of an Acquisition Advance, (B) EXHIBIT B-2 attached hereto in the case of a Letter requested Borrowing comprised of Credit Advance, (C) EXHIBIT B-3 attached hereto in the case Eurodollar Rate Advances. Promptly after receipt of a Working Capital AdvanceNotice of Borrowing under this Section 3.02 (or telephonic notice in lieu thereof), and (D) EXHIBIT B-4 attached hereto in the case Agent shall notify each Lender by telex, telecopy, telegram, telephone or other similar form of a Development Advancetransmission of the proposed Borrowing, and in all cases in all respects in form and substance satisfactory to Agent, and being hereinafter referred to as the "BORROWING NOTICE"), and shall be accompanied by an Advance Compliance Certificate which corresponds to the Advance Type of such Advance. In the each case of a proposed Borrowing comprised of LIBOR Eurodollar Rate Advances, the Agent shall on the second Business Day before any LIBOR Rate Advance notify each Bank of the applicable interest rate applicable to such LIBOR Rate Advance under SECTION 2.2 of this Agreementrate. Not later than 11:30 A.M. Each Lender shall, before Noon (Dallas, Texas Dallas time) on the day date of any such Borrowing, each Bank will make available for its account to the Agent at the Agent's Accountits address referred to in Section 9.02, in same day funds, such BankLender's Pro Rata Share of such proposed ofsuch Borrowing. After the Agent's receipt of such funds funds, and upon fulfillment of the applicable conditions set forth in SECTION 4 of this AgreementArticle V, the Agent will make such same day funds available to the Borrower at the Agent's address referred to in Section 9.02 in an amount equal to the amount requested by delivering such funds to Borrower's deposit account specified in the Borrower for such Borrowing Noticeon the date requested by the Borrower therefor. (b) Each Notice of Borrowing Notice shall be irrevocable and binding on Borrower and the Borrower. In the case of any Borrowing that the related Notice of Borrowing specifies is to be comprised of Eurodollar Rate Advances, the Borrower shall indemnify the Agent and each Bank Lender against any loss loss, cost or expense incurred by it such Lender as a result of any failure by the Borrower to fulfill fulfill, on or before the date specified in such Notice of Borrowing for such Advance Borrowing, the applicable conditions set forth in SECTION 4 of this AgreementArticle V, including, without limitation, any loss (including loss of anticipated profits) loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Agent or such Bank Lender to fund the Advance to be made by such Advance Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (c) Unless the Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Agent such Lender's Pro Rata Share of such Borrowing, the Agent may assume that such Lender has made such portion available to the Agent on the date of such Borrowing in accordance with and to the extent provided in subsection (a) of this Section 3.02 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount; provided, however, that if the Agent has received such notice from such Lender, the Agent may not make such assumption and may not make available to the Borrower on such date such corresponding amount. If and to the extent such Lender shall not have so made such Pro Rata Share available to the Agent, such Lender and the Borrower severally agree to repay to the 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 Agent, at the Federal Funds Rate for such day. 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 Amended and Restated Agreement. (d) The failure of a Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but 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.

Making the Advances. (a) Each Advance Except as otherwise provided in Section 2.02(b) or 2.03, each Borrowing shall be mademade on notice, to the extent that a Bank is so obligated under SECTION 2. 1.1 of this Agreement, on written notice from Borrower to the Agent and each Bank delivered before 10:00 given not later than 11:00 A.M. (DallasCharlotte, Texas North Carolina time) on a the third Business Day which is at least three (3) Business Days prior to the first day date of the Interest Period for such Advance specifying (i) the amount of such Advance (which amounts of Advances shall be pro rata among the Banks in accordance with each Bank's Pro Rata Share), (ii) the Advance Type thereof, (iii) the Interest Period therefor (which Interest Period shall be the same for each Bank), (iv) the selected interest rate applicable thereto (which interest rate shall be the same for each Bank) pursuant to and in accordance with SECTION 2.2, (v) the deposit account (together with wire transfer instructions of the Borrower) into which Borrower requests that the proceeds of such Advance be sent in the case of an Advance in the form of a loan, and the name and address of the beneficiary and other pertinent information in the case of an Advance by Comerica issuing or guaranteeing a Letter of Credit (such written notice to be substantially in the form of (A) EXHIBIT B-1 attached hereto in the case of an Acquisition Advance, (B) EXHIBIT B-2 attached hereto proposed Borrowing in the case of a Letter Borrowing consisting of Credit AdvanceEurodollar Rate Advances, (C) EXHIBIT B-3 attached hereto or on the date of the proposed Borrowing in the case of a Working Capital AdvanceBorrowing consisting of Alternate Base Rate Advances, by the Borrower to the Administrative Agent, which shall give to each Appropriate Lender prompt notice thereof by telex or telecopier. Each such notice of a Borrowing (a "Notice of Borrowing") shall be by telephone, confirmed immediately in writing, or telex or telecopier, in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of such Borrowing, (ii) Facility under which such Borrowing is to be made, (iii) Type of Advances comprising such Borrowing, (iv) aggregate amount of such Borrowing and (Dv) EXHIBIT B-4 attached hereto in the case of a Development AdvanceBorrowing consisting of Eurodollar Rate Advances, and in all cases in all respects in form and substance satisfactory to Agent, and being hereinafter referred to as the "BORROWING NOTICE"), and shall be accompanied by an Advance Compliance Certificate which corresponds to the Advance Type of initial Interest Period for each such Advance. In the case of a proposed Borrowing comprised of LIBOR Rate AdvancesEach Appropriate Lender shall, the Agent shall on the second Business Day before any LIBOR Rate Advance notify each Bank of the interest rate applicable to such LIBOR Rate Advance under SECTION 2.2 of this Agreement. Not later than 11:30 10:00 A.M. (DallasCharlotte, Texas North Carolina time) on the day date of any such Borrowing, each Bank will make available for the account of its account Applicable Lending Office to the Administrative Agent at the Administrative Agent's Account, in same day funds, such BankLender's Pro Rata Share ratable portion of such proposed BorrowingBorrowing in accordance with the respective Commitments under the applicable Facility of such Lender and the other Appropriate Lenders. After the Administrative Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in SECTION 4 of this AgreementArticle III, the Administrative Agent will make such funds available to the Borrower by delivering crediting the Borrower's Account; provided, however, that, in the case of any Tranche A Revolving Credit Borrowing, the Administrative Agent shall first make a portion of such funds equal to Borrower's deposit account specified in such Borrowing Notice. (b) Each Borrowing Notice shall be irrevocable and binding on Borrower and Borrower shall indemnify the Agent and each Bank against any loss or expense incurred by it as a result aggregate principal amount of any failure to fulfill Letter of Credit Advances made by the Issuing Bank and by any other Tranche A Revolving Credit Lender and outstanding on or before the date specified for such Advance the applicable conditions set forth in SECTION 4 of this Agreement, including, without limitation, any loss (including loss of anticipated profits) or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Agent or such Bank to fund such Advance when such Advance, as a result of such failureTranche A Revolving Credit Borrowing, is not made on plus interest accrued and unpaid thereon to and as of such date., available to the Issuing Bank and such other Tranche A Revolving Credit Lenders for repayment of such Letter of Credit Advances. 20

Making the Advances. (a) Each Advance Borrowing shall be mademade on notice, given not later than 11:00 A.M. (New York City time) on the third Business Day prior to the extent that a Bank is so obligated under SECTION 2. 1.1 date of this Agreement, on written notice from the proposed Borrowing by the Borrower to the Agent and Administrative Agent, which shall give to each Bank delivered before 10:00 A.M. Lender prompt notice thereof by telex or telecopier. Each such notice of a Borrowing (Dallasa "NOTICE OF BORROWING") shall be in writing, Texas time) on a Business Day which is at least three (3) Business Days prior to or telex or telecopier, in substantially the first day form of Exhibit B hereto, specifying therein the Interest Period for such Advance specifying requested (i) the amount date of such Advance (which amounts of Advances shall be pro rata among the Banks in accordance with each Bank's Pro Rata Share)Borrowing, (ii) the Advance Type thereofof Advances comprising such Borrowing, (iii) the Interest Period therefor (which Interest Period shall be the same for each Bank), aggregate amount of such Borrowing and (iv) the selected interest rate applicable thereto (which interest rate shall be the same for each Bank) pursuant to and in accordance with SECTION 2.2, (v) the deposit account (together with wire transfer instructions of the Borrower) into which Borrower requests that the proceeds of such Advance be sent in the case of an Advance in the form of a loan, and the name and address of the beneficiary and other pertinent information in the case of an Advance by Comerica issuing or guaranteeing a Letter of Credit (such written notice to be substantially in the form of (A) EXHIBIT B-1 attached hereto in the case of an Acquisition Advance, (B) EXHIBIT B-2 attached hereto in the case of a Letter Borrowing consisting of Credit AdvanceEurodollar Rate Advances, (C) EXHIBIT B-3 attached hereto in the case of a Working Capital Advance, and (D) EXHIBIT B-4 attached hereto in the case of a Development Advance, and in all cases in all respects in form and substance satisfactory to Agent, and being hereinafter referred to as the "BORROWING NOTICE"), and shall be accompanied by an Advance Compliance Certificate which corresponds to the Advance Type of initial Interest Period for each such Advance. In the case of a proposed Borrowing comprised of LIBOR Rate AdvancesEach Lender shall, the Agent shall on the second Business Day before any LIBOR Rate Advance notify each Bank of the interest rate applicable to such LIBOR Rate Advance under SECTION 2.2 of this Agreement. Not later than 11:30 11:00 A.M. (Dallas, Texas New York time) on the day date of any such Borrowing, each Bank will make available for the account of its account Applicable Lending Office to the Administrative Agent at the Administrative Agent's Account, in same day funds, such BankLender's Pro Rata Share of such proposed Borrowing. After the Administrative Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in SECTION 4 of this AgreementArticle III, the Administrative Agent will make such funds available to the Borrower by delivering such funds to crediting the Borrower's deposit account specified in such Borrowing NoticeAccount. (b) Each Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select Eurodollar Rate Advances or for any Borrowing Notice if the aggregate amount of such Borrowing is less than $5,000,000 or if the obligation of the Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.08 or 2.09 and (ii) no more than five (5) Eurodollar Rate Advances shall be irrevocable and binding on Borrower and Borrower shall indemnify the Agent and each Bank against outstanding at any loss or expense incurred by it as a result of any failure to fulfill on or before the date specified for such Advance the applicable conditions set forth in SECTION 4 of this Agreement, including, without limitation, any loss (including loss of anticipated profits) or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Agent or such Bank to fund such Advance when such Advance, as a result of such failure, is not made on such datetime.

Making the Advances. (a) The Borrower authorizes the Agent to make Base Rate Advances from time to time in amounts sufficient to pay checks drawn on the Borrower's Primary Operating Account with the Agent, subject to the limitations set forth herein, all as more particularly described in the Cash Management Agreement. In addition, Advances may be made by a written request from the Borrower to the Agent, made not later than 10:00 a.m. (Washington, D.C. time), in the case of Base Rate Advances, two Business Days prior to the date of the proposed borrowing, which must be a Business Day, and in the case of (b) Each Advance shall be made, to a Base Rate Advance unless the extent that a Bank is so obligated under SECTION 2. 1.1 of this Agreement, on written notice from Borrower to the Agent and each Bank delivered before 10:00 A.M. (Dallas, Texas time) on a Business Day which is at least three (3) Business Days prior to the first day of the Interest Period for designates such Advance specifying (i) the amount of such to be a Eurodollar Rate Advance (which amounts of Advances shall be pro rata among the Banks in accordance with each Bank's Pro Rata Share), (ii) the Advance Type thereof, (iii) the Interest Period therefor (which Interest Period shall be the same for each Bank), (iv) the selected interest rate applicable thereto (which interest rate shall be the same for each Bank) pursuant to and in accordance with SECTION 2.2, (v) the deposit account (together with wire transfer instructions of the Borrower) into which Borrower requests that the proceeds of such Advance be sent in the case of an Advance in the form of a loan, and the name and address of the beneficiary and other pertinent information in the case of an Advance by Comerica issuing or guaranteeing a Letter of Credit (such written notice to be substantially in the form of (A) EXHIBIT B-1 attached hereto in the case of an Acquisition Advance, (B) EXHIBIT B-2 attached hereto in the case of a Letter of Credit Advance, (C) EXHIBIT B-3 attached hereto in the case of a Working Capital Advance, and (D) EXHIBIT B-4 attached hereto in the case of a Development Advance, and in all cases in all respects in form and substance satisfactory to Agent, and being hereinafter referred to as the "BORROWING NOTICE"), and shall be accompanied by an Advance Compliance Certificate which corresponds to the Advance Type of such Advance. In the case of a proposed Borrowing comprised of LIBOR Rate Advances, the Agent shall on the second Business Day before any LIBOR Rate Advance notify each Bank of the interest rate applicable to such LIBOR Rate Advance under SECTION 2.2 of this Agreement. Not later than 11:30 A.M. (Dallas, Texas time) on the day of any Borrowing, each Bank will make available for its account to the Agent at the Agent's Account, in same day funds, such Bank's Pro Rata Share of such proposed Borrowing. After the Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in SECTION 4 of this Agreement, the Agent will make such funds available to Borrower by delivering such funds to Borrower's deposit account specified in such Borrowing NoticeSection 2.9 below. (bc) Each Notice of Borrowing Notice shall be irrevocable and binding on Borrower and the Borrower. in the case of any borrowing that the related Notice of Borrowing specifies is to be comprised of Eurodollar Rate Advances, the Borrower shall indemnify the Agent and each Bank against any loss loss, cost or expense actually incurred by it such Bank as a result of any failure to borrow or fulfill on or before the date specified in such Notice of Borrowing for such Advance borrowing the applicable conditions set forth in SECTION 4 of this AgreementArticle 5, including, without limitation, any loss (including loss of anticipated profits) ), cost or expense actually incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Agent or such Bank to fund the Advance to be made by such Advance Bank as part of such borrowing when such Advance, as a result of such failure, is not made on such date. (d) Unless the Agent shall have received notice from a Bank prior to the date of any Advances that such Bank will not make available to the Agent such Bank's ratable portion of such Advances, the Agent may assume that such Bank has made such portion available to the Agent on the date of such Advances in accordance with Section 2.2(a) and the 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 hake xx made such ratable portion available to the Agent, such Bank and the Borrower severally agree to repay to the 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 Agent, at (1) in the case of the Borrower, the interest rate applicable at the time to such Advances, and (2) in the case of such Bank, the Federal Funds Rate. If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank's Advance for purposes of this Agreement. (e) The failure of either Bank to make the Advance to be made by it shall not relieve the other Bank of its obligation, if any, hereunder to make its Advance, but neither Bank shall be responsible for the failure of the other Bank to make Advances.

Making the Advances. (a) Each Advance Borrowing shall be mademade on notice, to the extent that a Bank is so obligated under SECTION 2. 1.1 of this Agreementgiven not later than 10:30 A.M., on written notice from Borrower to the Agent and each Bank delivered before 10:00 A.M. (Dallas, Texas time) on a Business Day which is at least three (3) Business Days prior to the first day of the Interest Period for such Advance specifying (i) the amount of such Advance (which amounts of Advances shall be pro rata among the Banks in accordance with each Bank's Pro Rata Share), (ii) the Advance Type thereof, (iii) the Interest Period therefor (which Interest Period shall be the same for each Bank), (iv) the selected interest rate applicable thereto (which interest rate shall be the same for each Bank) pursuant to and in accordance with SECTION 2.2, (v) the deposit account (together with wire transfer instructions of the Borrower) into which Borrower requests that the proceeds of such Advance be sent in the case of an Advance in the form of a loanAlternate Base Rate Advances, and the name and address of the beneficiary and other pertinent information or 11:30 A.M., in the case of an Advance by Comerica issuing or guaranteeing a Letter of Credit (such written notice to be substantially in the form of (A) EXHIBIT B-1 attached hereto in the case of an Acquisition AdvanceEurodollar Rate Advances, (Bi) EXHIBIT B-2 attached hereto on the third Business Day prior to the date of the proposed Borrowing, in the case of a Letter Borrowing comprised of Credit AdvanceEurodollar Rate Advances, and (Cii) EXHIBIT B-3 attached hereto on the date of the proposed Borrowing, in the case of a Working Capital AdvanceBorrowing comprised of Alternate Base Rate Advances, in each case by the Borrower to the Agent, which shall give to each Lender prompt notice thereof by telecopier, telex, or cable. Each such notice of a Borrowing (a "NOTICE OF BORROWING") shall be by telecopier, telex or cable, in substantially the form of Exhibit B-1 hereto, specifying therein the requested (A) date of such Borrowing, (B) Type of Advances comprising such Borrowing, (C) aggregate amount of such Borrowing, and (D) EXHIBIT B-4 attached hereto in the case of a Development Advance, and in all cases in all respects in form and substance satisfactory to Agent, and being hereinafter referred to as the "BORROWING NOTICE"), and shall be accompanied by an Advance Compliance Certificate which corresponds to the Advance Type of such Advance. In the case of a proposed Borrowing comprised of LIBOR Eurodollar Rate Advances, the Agent shall Interest Period for each such Advance. Each Lender shall, before 12:00 noon on the second Business Day before any LIBOR Rate Advance notify each Bank date of the interest rate applicable to such LIBOR Rate Advance under SECTION 2.2 of this Agreement. Not later than 11:30 A.M. (Dallas, Texas time) on the day of any Borrowing, each Bank will make available for the account of its account Applicable Lending Office to the Agent at the Agent's Accountits address referred to in Section 9.02, in same day funds, such BankLender's Pro Rata Share ratable portion of such proposed Borrowing. After the Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in SECTION 4 of this AgreementArticle IV, the Agent will make such funds available to the Borrower by delivering such funds to Borrowerat the Agent's deposit account specified in such Borrowing Noticeaforesaid address. (b) Each Notice of Borrowing Notice shall be irrevocable and binding on Borrower and the Borrower. In the case of any Borrowing which the related Notice of Borrowing specifies is to be comprised of Eurodollar Rate Advances, the Borrower shall indemnify the Agent and each Bank Lender against any loss loss, cost or expense incurred by it such Lender as a result of any failure to fulfill fulfill, on or before the date specified in such Notice of Borrowing for such Advance Borrowing, the applicable conditions set forth in SECTION 4 of this AgreementArticle IV, including, without limitation, any loss (including loss of anticipated profits) loss, cost, or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Agent or such Bank Lender to fund the Advance to be made by such Advance Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (c) Unless the Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Agent such Lender's Advance as part of such Borrowing, the Agent may assume that such Lender has made such Advance available to the Agent on the date of such Borrowing in accordance with subsection (a) of this Section 2.02 and the 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 Lender shall not have so made such Advance available to the Agent, such Lender and the Borrower severally agree to repay to the 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 Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to Advances comprising such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. 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. (d) The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but 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. (e) Notwithstanding anything contained herein to the contrary, (i) not more than two Borrowings may be made on the same Business Day and (ii) not more than seven Borrowings may be outstanding at any one time.

Making the Advances. (a) Each Advance Except as otherwise provided in Section 2.02(b) or 2.03, each Borrowing (other than a Competitive Bid Borrowing) shall be mademade on notice, to the extent that a Bank is so obligated under SECTION 2. 1.1 of this Agreement, on written notice from Borrower to the Agent and each Bank delivered before 10:00 A.M. given not later than 12:00 Noon (Dallas, Texas New York City time) on a the third Business Day which is at least three (3) Business Days prior to the first day date of the Interest Period for such Advance specifying (i) the amount of such Advance (which amounts of Advances shall be pro rata among the Banks in accordance with each Bank's Pro Rata Share), (ii) the Advance Type thereof, (iii) the Interest Period therefor (which Interest Period shall be the same for each Bank), (iv) the selected interest rate applicable thereto (which interest rate shall be the same for each Bank) pursuant to and in accordance with SECTION 2.2, (v) the deposit account (together with wire transfer instructions of the Borrower) into which Borrower requests that the proceeds of such Advance be sent in the case of an Advance in the form of a loan, and the name and address of the beneficiary and other pertinent information in the case of an Advance by Comerica issuing or guaranteeing a Letter of Credit (such written notice to be substantially in the form of (A) EXHIBIT B-1 attached hereto in the case of an Acquisition Advance, (B) EXHIBIT B-2 attached hereto proposed Borrowing in the case of a Letter Borrowing consisting of Credit AdvanceEurocurrency Rate Advances, (C) EXHIBIT B-3 attached hereto or the first Business Day prior to the date of the proposed Borrowing in the case of a Working Capital AdvanceBorrowing consisting of Prime Rate Advances, by the relevant Borrower to the Administrative Agent, which shall give to each respective Lender prompt notice thereof by telecopier. Each such notice of a Borrowing (a "Notice of Borrowing") shall be given by telephone, confirmed immediately in writing, or telecopier in substantially the form of Exhibit B-1 hereto, specifying therein the requested (i) date of such Borrowing, (ii) Facility under which such Borrowing is to be made, (iii) Type of Advances comprising such Borrowing, (iv) aggregate amount of such Borrowing, and (Dv) EXHIBIT B-4 attached hereto in the case of a Development AdvanceBorrowing consisting of Eurocurrency Rate Advances, initial Interest Period and in all cases in all respects in form and substance satisfactory to Agent, and being hereinafter referred to as the "BORROWING NOTICE"), and shall be accompanied by an Advance Compliance Certificate which corresponds to the Advance Type of currency for each such Advance. In the case of a proposed Borrowing comprised of LIBOR Rate AdvancesEach respective Lender shall, the Agent shall on the second Business Day before any LIBOR Rate Advance notify each Bank of the interest rate applicable to such LIBOR Rate Advance under SECTION 2.2 of this Agreement. Not later than 11:30 A.M. 12:00 Noon (Dallas, Texas New York City time) on the day date of any such Borrowing, each Bank will make available for the account of its account Applicable Lending Office to the Administrative Agent at the Administrative Agent's Account, in same day funds, such BankLender's Pro Rata Share ratable portion of such proposed Borrowing. After the Administrative Agent's receipt of such funds and upon fulfillment fulfilment of the applicable conditions set forth in SECTION 4 of this AgreementArticle III, the Administrative Agent will make such funds available to the Borrower by delivering such funds at the Administrative Agent's address referred to Borrower's deposit account specified in such Borrowing NoticeSection 9.02. (b) Each Borrowing Notice shall be irrevocable and binding on Borrower and Borrower shall indemnify the Agent and each Bank against any loss or expense incurred by it as a result of any failure to fulfill on or before the date specified for such Advance the applicable conditions set forth in SECTION 4 of this Agreement, including, without limitation, any loss (including loss of anticipated profits) or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Agent or such Bank to fund such Advance when such Advance, as a result of such failure, is not made on such date.