Common use of Manner and Disbursement of Loans Clause in Contracts

Manner and Disbursement of Loans. (a) The Company shall give written or telephonic notice to the Administrative Agent (which notice shall be irrevocable once given and, if given by telephone, shall be promptly confirmed in writing) by no later than 12:00 noon (Chicago time) on the date the Company requests that any Loan be made to it under the Revolving Credit Commitments, and, except in the case of Loans made under Section 3.6(e) hereof the Administrative Agent shall promptly notify each Lender of the Administrative Agent's receipt of each such notice. Each such notice shall specify the date of the Loan requested (which must be a Business Day) and the amount of such Loan. Each Loan shall initially 7 constitute part of the applicable Domestic Rate Portion except to the extent the Company has otherwise timely elected that such Loan constitute part of a LIBOR Portion as provided in Section 2 hereof. Not later than 1:00 p.m. (Chicago time) on the date specified for any Loan hereunder, each Lender shall make the proceeds of its pro rata share of such Loan available to the Administrative Agent in Chicago, Illinois in immediately available funds. Subject to the provisions of Section 7 hereof, the proceeds of each Loan shall be made available to the Company at the principal office of the Administrative Agent in Chicago, Illinois by depositing such proceeds to the credit of the Company's general operating account with the Administrative Agent numbered 000-000-0, in immediately available funds, upon receipt by the Administrative Agent from each Lender of its pro rata share of such Loan. Unless the Administrative Agent shall have been notified by a Lender prior to 1:00 p.m. (Chicago time) on the date a Loan is to be made hereunder that such Lender does not intend to make its pro rata share of such Loan available to the Administrative Agent, the Administrative Agent may assume that such Lender has made such share available to the Administrative Agent on such date and the Administrative Agent may in reliance upon such assumption make available to the Company a corresponding amount.

Manner and Disbursement of Loans. (a) The Company shall give written or telephonic notice to the Administrative Agent (which notice shall be irrevocable once given and, if given by telephone, shall be promptly confirmed in writinggiven) by no later than 12:00 noon 11:00 a.m. (Chicago time) on the date Business Day the Company requests that any Loan Borrowing of Loans be made to it under the Revolving Credit Commitments, and, except in and the case of Loans made under Section 3.6(e) hereof the Administrative Agent shall promptly notify each Lender (which notification, if oral, shall be confirmed in writing) of the Administrative Agent's receipt of each such notice. Each such notice shall specify the date of the Loan Borrowing of Loans requested (which must be a Business Day) ), the type of Loan being requested, and the amount of such LoanBorrowing. Each Loan Borrowing of Loans shall initially 7 constitute part of the applicable Domestic Rate Portion except to the extent the Company has otherwise timely elected that such Loan Borrowing, or any part thereof, constitute part of a LIBOR Portion as provided in Section 2 hereof. The Company agrees that the Agent may rely upon any written or telephonic notice given by any person the Agent in good faith believes is an Authorized Representative without the necessity of independent investigation and, in the event any telephonic notice conflicts with any written confirmation, such telephonic notice shall govern if the Agent and the Lenders have acted in reliance thereon. Not later than 1:00 p.m. (Chicago time) on the date specified for any Loan Borrowing of Loans to be made hereunder, each Lender shall make the proceeds of its pro rata share Loan comprising part of such Loan Borrowing available to the Administrative Agent in Chicago, Illinois in immediately available funds. Subject to the provisions of Section 7 hereof, the proceeds of each Loan shall be made available to the Company at the principal office of the Administrative Agent in Chicago, Illinois by depositing such proceeds to the credit of the Company's general operating account with the Administrative Agent numbered 000-000-0Illinois, in immediately available funds, upon receipt by the Administrative Agent from each Lender of its pro rata share Percentage of such LoanBorrowing. Unless the Administrative Agent shall have been notified by a Lender lender prior to 1:00 p.m. (Chicago time) on the date a Loan Borrowing is to be made hereunder that such Lender does not intend to make the proceeds of its pro rata share of such Loan available to the Administrative Agent, the Administrative Agent may assume that such Lender has made such share proceeds available to the Administrative Agent on such date and the Administrative Agent may in reliance upon such assumption make available to the Company a corresponding amount. If such corresponding amount is not in fact made available to the Agent by such Lender and the Agent has made such amount available to the Company, the Agent shall be entitled to receive such amount from such Lender forthwith upon the Agent's demand, together with interest thereon in respect of each day during the period commencing on the date such amount was made available to the Company and ending on but excluding the date the Agent recovers such amount at a rate per annum equal to the effective rate charged to the Agent for overnight federal funds transactions with member banks of the federal reserve system for each day as determined by the Agent (or in the case of a day which is not a Business Day, then for the preceding day). If such amount is not received from such Lender by the Agent immediately upon demand, the Company shall, on demand, repay to the Agent the proceeds of such Loan attributable to such Lender with interest thereon at a rate per annum equal to the interest rate applicable to the relevant Loan, but without such payment being considered a payment or prepayment of a LIBOR Portion, so that the Company will have no liability under Section 2.8 hereof with respect to such payment.

Manner and Disbursement of Loans. (a) The Company shall give written or telephonic notice to the Administrative Agent (which notice shall be irrevocable once given and, if given by telephone, shall be promptly confirmed in writing) by no later than 12:00 noon 11:00 a.m. (Chicago New York, New York time) on the Business Day prior to the date the Company requests that any Loan Borrowing of Loans be made to it under the Revolving Credit Commitments, and, except . The Agent shall administer all such requests in accordance with the case terms of Loans made under Section 3.6(e) hereof the Administrative Agent 8.6 and shall promptly notify each Lender of the Administrative Agent's ’s receipt of each such noticenotice with respect to which the Agent is requesting each Lender to fund its Percentage. Each such notice shall specify the date of the Loan Borrowing of Loans requested (which must be a Business Day) ), the amount of such Borrowing, and the amount of such LoanBorrowing to be loaned by such Lender; provided that the date of each Borrowing must be a Business Day. Each Loan shall initially 7 constitute part An Approved Vendor may contact the Agent directly for approval to fund the Company’s obligation under a purchase order submitted by the Company to the Agent under its direct floor plan funding program, and the Agent is hereby authorized to arrange on the Company’s behalf for a Borrowing of Loans from the Lenders to pay the relevant invoice in full, which Borrowing will be made as directed by such Approved Vendor upon the Company’s written confirmation to the Agent of receipt and satisfactory inspection of the applicable Domestic Rate Portion except to relevant Eligible New Floor Plan Units. The Company agrees that the extent Agent may rely upon any written or telephonic notice given by any person the Company has otherwise timely elected that such Loan constitute part of a LIBOR Portion as provided in Section 2 hereof. Not later than 1:00 p.m. (Chicago time) on the date specified for any Loan hereunder, each Lender shall make the proceeds of its pro rata share of such Loan available to the Administrative Agent in Chicagogood faith believes is an Authorized Representative or an Approved Vendor without the necessity of independent investigation and, Illinois in immediately available fundsthe event any telephonic notice conflicts with the written confirmation, such telephonic notice shall govern if the Agent and the Lenders have acted in reliance thereon. Subject to the provisions of Section 7 hereof4, the proceeds of each Loan Borrowing of Loans shall be made available as follows: (i) if such Borrowing is being applied to the purchase price for Eligible New Floor Plan Units, such proceeds shall be advanced directly by the Agent to the manufacturer or vendor of such inventory; and (ii) if such Borrowing is being applied to the purchase of Eligible Used Floor Plan Units or such Borrowing represents a Reflooring Borrowing, such proceeds shall be made available to the Company at the principal office of the Administrative Agent in Chicago, Illinois by depositing such proceeds wire transfer or ACH deposit to the credit of Operating Account (or such other location as the Company's general operating account with Company and the Administrative Agent numbered 000-000-0, in immediately available fundsmay mutually agree), upon receipt by the Administrative Agent from each Lender of its pro rata share Percentage of such Loan. Unless the Administrative Agent shall have been notified by a Lender prior Borrowing (if applicable to 1:00 p.m. (Chicago time) on the date a Loan is to be made hereunder that such Lender does not intend to make its pro rata share of such Loan available to the Administrative Agent, the Administrative Agent may assume that such Lender has made such share available to the Administrative Agent on such date and the Administrative Agent may in reliance upon such assumption make available to the Company a corresponding amountBorrowing).

Manner and Disbursement of Loans. (a) The Company shall give written or telephonic notice to the Administrative Agent (which notice shall be irrevocable once given and, if given by telephone, shall be promptly confirmed in writing) by no later than 12:00 noon 11:00 a.m. (Chicago time) on the date the Company requests that any Loan Borrowing of Loans be made to it under the Revolving Credit Commitments, and, except in and the case of Loans made under Section 3.6(e) hereof the Administrative Agent shall promptly notify each Lender of the Administrative Agent's receipt of each such notice. Each such notice shall specify the date of the Loan Borrowing of Loans requested (which must be a Business Day) ), the type of Loan being requested, and the amount of such LoanBorrowing. Each Loan Borrowing of Loans shall initially 7 constitute part of the applicable Domestic Rate Portion except to the extent the Company has otherwise timely elected that such Loan Borrowing, or any part thereof, constitute part of a LIBOR Portion as provided in Section 2 hereof. The Company agrees that the Agent may rely upon any written or telephonic notice given by any person the Agent in good faith believes is an Authorized Representative without the necessity of independent investigation and, in the event any telephonic notice conflicts with the written confirmation, such telephonic notice shall govern if the Agent and the Lenders have acted in reliance thereon. Not later than 1:00 p.m. (Chicago time) on the date specified for any Loan Borrowing of Loans to be made hereunder, each Lender shall make the proceeds of its pro rata share Loan comprising part of such Loan Borrowing available to the Administrative Agent in Chicago, Illinois in immediately available funds. Subject to the provisions of Section 7 hereof, the proceeds of each Loan shall be made available to the Company at the principal office of the Administrative Agent in Chicago, Illinois by depositing such proceeds to the credit of the Company's general operating account with the Administrative Agent numbered 000-000-0Illinois, in immediately available funds, upon receipt by the Administrative Agent from each Lender of its pro rata share Percentage of such LoanBorrowing. Unless the Administrative Agent shall have been notified by a Lender prior to 1:00 p.m. (Chicago time) on the date a Loan Borrowing is to be made hereunder that such Lender does not intend to make the proceeds of its pro rata share of such Loan available to the Administrative Agent, the Administrative Agent may assume that such Lender has made such share proceeds available to the Administrative Agent on such date and the Administrative Agent may in reliance upon such assumption make available to the Company a corresponding amount. If such corresponding amount is not in fact made available to the Agent by such Lender and the Agent has made such amount available to the Company, the Agent shall be entitled to receive such amount from such Lender forthwith upon the Agent's demand, together with interest thereon in respect of each day during the period commencing on the date such amount was made available to the Company and ending on but excluding the date the Agent recovers such amount at a rate per annum equal to the effective rate charged to the Agent for overnight federal funds transactions with member banks of the federal reserve system for each day as determined by the Agent (or in the case of a day which is not a Business Day, then for the preceding day). If such amount is not received from such Lender by the Agent immediately upon demand, the Company will, on demand, repay to the Agent the proceeds of such Loan attributable to such Lender with interest thereon at a rate per annum equal to the interest rate applicable to the relevant Loan, but without such payment being considered a payment or prepayment of a LIBOR Portion, so that the Company will have no liability under Section 2.9 hereof with respect to such payment.

Manner and Disbursement of Loans. (a) The Company Borrower shall give written or telephonic notice to the Administrative Agent Bank (which notice shall be irrevocable once given and, if given by telephone, shall be promptly confirmed in writing) by no later than 12:00 noon 11:00 a.m. (Chicago time) on the date the Company Borrower requests that any the Bank to make a Revolving Loan be made to it under the Revolving Credit Commitments, and, except in the case of Loans made under Section 3.6(e) hereof the Administrative Agent shall promptly notify each Lender of the Administrative Agent's receipt of each such noticeor Equipment Loan hereunder. Each such notice shall specify the date of the Loan requested (which must be a Business Day) and the amount of such Loan. A request for an Equipment Loan (other than the Equipment Loan to be made on the date hereof to refinance indebtedness of the Borrower to RBS Asset Finance, Inc.) shall be accompanied by copies of invoices for Equipment issued to the Borrower that have been approved by an authorized representative of the Borrower. Each Loan shall initially 7 constitute part of the applicable Domestic Base Rate Portion of the relevant Note except to the extent the Company Borrower has otherwise timely elected that such Loan Loan, or any part thereof, constitute part of a LIBOR Portion as provided in Section 2 0 hereof. Not later than 1:00 p.m. (Chicago time) on The Borrower agrees that the date specified for Bank may rely upon any Loan hereunderwritten or telephonic notice given by any person the Bank in good faith believes is an Authorized Representative without the necessity of independent investigation and, each Lender in the event any telephonic notice conflicts with the written confirmation, such telephonic notice shall make govern if the proceeds of its pro rata share of such Loan available to the Administrative Agent Bank has acted in Chicago, Illinois in immediately available fundsreliance thereon. Subject to the provisions of Section 7 0 hereof, the proceeds of each Loan shall be made available to the Company Borrower at the principal office of the Administrative Agent Bank in Chicago, Illinois by depositing such proceeds to the credit of the Company's general operating account with the Administrative Agent numbered 000-000-0Illinois, in immediately available funds, in the case of the initial Loans made hereunder, in accordance with the terms of the written disbursement instructions of the Borrower and, in the case of each subsequent Loan, by deposit to the Borrower’s primary operating account maintained with the Bank or as otherwise agreed upon receipt by the Administrative Agent from each Lender of its pro rata share of such Loan. Unless the Administrative Agent shall have been notified by a Lender prior to 1:00 p.m. (Chicago time) on the date a Loan is to be made hereunder that such Lender does not intend to make its pro rata share of such Loan available to the Administrative Agent, the Administrative Agent may assume that such Lender has made such share available to the Administrative Agent on such date Borrower and the Administrative Agent may in reliance upon such assumption make available to the Company a corresponding amountBank. Interest and Change In Circumstances.

Manner and Disbursement of Loans. (a) The Company Parent (which is acting on behalf of the Borrowers pursuant to Section 1.6 hereof) shall give written or telephonic notice to the Administrative Agent Bank (which notice shall be irrevocable once given and, if given by telephone, shall be promptly confirmed in writinggiven) by no later than 12:00 noon 2:00 p.m. (Chicago time) on the date the Company Parent requests that any the Bank to make a Loan be made to it under the Revolving Credit Commitments, and, except in the case of Loans made under Section 3.6(e) hereof the Administrative Agent shall promptly notify each Lender of the Administrative Agent's receipt of each such noticehereunder. Each such notice shall specify the date of the Loan requested (which must be a Business Day) and ), the amount of such Loan and the relevant Borrower for such Loan. All Loans shall initially be made directly to the Parent and the proceeds thereof shall, to the extent specified in the related notice, be loaned by the Parent to the Company and/or Acquisition Corp., as the case may be, in the amounts 3 9 specified in the related notice. All such loans from the Parent to the Company or Acquisition Corp. shall be evidenced by a revolving promissory note, jointly and severally made by the Company and Acquisition Corp., in the form of Exhibit F hereto (an "Intercompany Note"), which shall be pledged to the Bank as security for the obligations of the Borrowers hereunder. The amounts of the loans from the Parent to the Company and Acquisition Corp. shall be set forth in the related notice of borrowing and each such notice shall constitute authorization by the Parent, the Company and Acquisition Corp. to the Bank to note the amount of such loan from the Parent to the Company or Acquisition Corp. on the Intercompany Note. Each Loan to the Parent shall initially 7 constitute part of the applicable Domestic Prime Rate Portion except to the extent the Company Parent has otherwise timely elected that such Loan constitute part of a LIBOR Portion as provided in Section 2 hereof. Not later than 1:00 p.m. (Chicago time) on The Borrowers agree that the date specified for Bank may rely upon any Loan hereunder, each Lender shall make written or telephonic notice given by any person the proceeds Bank in good faith believes is an Authorized Representative without the necessity of its pro rata share of such Loan available to the Administrative Agent in Chicago, Illinois in immediately available funds. Subject to the provisions of Section 7 hereof, the proceeds of each Loan shall be made available to the Company at the principal office of the Administrative Agent in Chicago, Illinois by depositing such proceeds to the credit of the Company's general operating account with the Administrative Agent numbered 000-000-0, in immediately available funds, upon receipt by the Administrative Agent from each Lender of its pro rata share of such Loan. Unless the Administrative Agent shall have been notified by a Lender prior to 1:00 p.m. (Chicago time) on the date a Loan is to be made hereunder that such Lender does not intend to make its pro rata share of such Loan available to the Administrative Agent, the Administrative Agent may assume that such Lender has made such share available to the Administrative Agent on such date and the Administrative Agent may in reliance upon such assumption make available to the Company a corresponding amountindependent investigation.

Manner and Disbursement of Loans. (a) Notice to the Agent and the Lenders. The Company shall give written or telephonic notice to the Administrative Agent (which notice shall be irrevocable once given and, if given by telephone, shall be promptly confirmed in writing) by no later than 12:00 noon 11:00 a.m. (Chicago time) on the date the Company requests that any Loan Borrowing of Loans be made to it under the Revolving Credit Commitments, and, except in and the case of Loans made under Section 3.6(e) hereof the Administrative Agent shall promptly notify each Lender of the Administrative Agent's receipt of each such notice. Each such notice shall specify the date of the Loan Borrowing of Loans requested (which must be a Business Day) Day and which date shall be at least three Business Days subsequent to the date of such notice in the case of any Loans constituting a LIBOR Portion denominated in U.S. Dollars and at least four Business Days subsequent to the date of such notice in the case of any Loans constituting a LIBOR Portion denominated in an Alternative Currency), the type of Loan being requested, and the amount of such LoanBorrowing. Each Loan Borrowing of Loans shall initially 7 constitute part of the applicable Domestic Rate Portion except to the extent the Company has otherwise timely elected that such Loan Borrowing, or any part thereof, constitute part of a LIBOR Portion as provided in Section 2 hereof. Not later than 1:00 p.m. (Chicago time) on The Company agrees that the date specified for Agent may rely upon any Loan hereunder, each Lender shall make written or telephonic notice given by any person the proceeds of its pro rata share of such Loan available to the Administrative Agent in Chicagogood faith believes is an Authorized Representative without the necessity of independent investigation and, Illinois in immediately available funds. Subject to the provisions of Section 7 hereof, the proceeds of each Loan shall be made available to the Company at the principal office of the Administrative Agent in Chicago, Illinois by depositing such proceeds to the credit of the Company's general operating account event any telephonic notice conflicts with the Administrative written confirmation, such telephonic notice shall govern if the Agent numbered 000-000-0, in immediately available funds, upon receipt by the Administrative Agent from each Lender of its pro rata share of such Loan. Unless the Administrative Agent shall have been notified by a Lender prior to 1:00 p.m. (Chicago time) on the date a Loan is to be made hereunder that such Lender does not intend to make its pro rata share of such Loan available to the Administrative Agent, the Administrative Agent may assume that such Lender has made such share available to the Administrative Agent on such date and the Administrative Agent may Lenders have acted in reliance upon such assumption make available to the Company a corresponding amount.thereon. (b)

Manner and Disbursement of Loans. (a) The Company shall give written or telephonic notice to the Administrative Agent (which notice shall be irrevocable once given and, if given by telephone, shall be promptly confirmed in writing) by no later than 12:00 noon 11:00 a.m. (Chicago time) on one (1) Business Day prior to the date the Company requests that any Loan be made to it under the Revolving Credit Commitments, and, except in and the case of Loans made under Section 3.6(e) hereof the Administrative Agent shall promptly notify each Lender of the Administrative Agent's receipt of each such notice. Each such notice shall specify the date of the Loan requested (which must be a Business Day) and the amount of such Loan and whether such Loan is an A Loan or B Loan. Each Loan shall initially 7 constitute part of the applicable Domestic Rate Portion except to the extent the Company has otherwise timely elected that such Loan constitute part of a LIBOR Portion as provided in Section 2 hereof. The Company agrees that the Agent may rely upon any written or telephonic notice given by any person the Agent in good faith believes is an Authorized Representative without the necessity of independent investigation and, in the event any telephonic notice conflicts with the written confirmation, such telephonic notice shall govern if the Agent and the Lenders have acted in reliance thereon. Not later than 1:00 p.m. (Chicago time) on the date specified for any Loan to be made by a Lender hereunder, each such Lender shall make the proceeds of its pro rata share of such Loan available to the Administrative Agent in Chicago, Illinois in immediately available funds. Subject to the provisions of Section 7 hereof, the proceeds of each Loan shall be made available to the Company at the principal office of the Administrative Agent in Chicago, Illinois by depositing such proceeds to the credit of the Company's general operating account with the Administrative Agent numbered 000-000-0Illinois, in immediately available funds, upon receipt by the Administrative Agent from each Lender of its pro rata share of such Loan. Unless the Administrative Agent shall have been notified by a Lender prior to 1:00 p.m. (Chicago time) on the date a Loan is to be made hereunder that such Lender does not intend to make its pro rata share of such Loan available to the Administrative Agent, the Administrative Agent may assume that such Lender has made such share available to the Administrative Agent on such date and the Administrative Agent may in reliance upon such assumption make available to the Company a corresponding amount. If such corresponding amount is not in fact made available to the Agent by such Lender and the Agent has made such amount available to the Company, the Agent shall be entitled to receive such amount from such Lender forthwith upon the Agent's demand, together with interest thereon in respect of each day during the period commencing on the date such amount was made available to the Company and ending on but excluding the date the Agent recovers such amount at a rate per annum equal to the effective rate charged to the Agent for overnight federal funds transactions with member banks of the federal reserve system for each day as determined by the Agent (or in the case of a day which is not a Business Day, then for the preceding day). If such amount is not received from such Lender by the Agent immediately upon demand, the Company will, on demand, repay to the Agent the proceeds of the Loan attributable to such Lender with interest thereon at a rate per annum equal to the interest rate applicable to the relevant Loan, but without such payment being considered a payment or prepayment of a LIBOR Portion, so that the Company will have no liability under Section 2.9 hereof with respect to such payment.

Manner and Disbursement of Loans. (a) The Company shall give written or telephonic notice to the Administrative Agent (which notice shall be irrevocable once given and, if given by telephone, shall be promptly confirmed in writing) by no later than 12:00 noon 11:00 a.m. (Chicago time) on the date the Company requests that any Loan Borrowing of Loans be made to it under the Revolving Credit Commitments, and, except in and the case of Loans made under Section 3.6(e) hereof the Administrative Agent shall promptly notify each Lender of the Administrative Agent's receipt of each such notice. Each such notice shall specify the date of the Loan Borrowing of Loans requested (which must be a Business Day) ), the type of Loan being requested, and the amount of such LoanBorrowing. Each Loan Borrowing of Loans shall initially 7 constitute part of the applicable Domestic Rate Portion except to the extent the Company has otherwise timely elected that such Loan Borrowing, or any part thereof, constitute part of a LIBOR Portion as provided in Section 2 hereof. The Company agrees that the Agent may rely upon any written or telephonic notice given by any person the Agent in good faith believes is an Authorized Representative without the necessity of independent investigation and, in the event any telephonic notice conflicts with the written confirmation, such telephonic notice shall govern if the Agent and the Lenders have acted in reliance thereon. Not later than 1:00 p.m. (Chicago time) on the date specified for any Loan Borrowing of Loans to be made hereunder, each Lender shall make the proceeds of its pro rata share Loan comprising part of such Loan Borrowing available to the Administrative Agent in Chicago, Illinois in immediately available funds. Subject to the provisions of Section 7 hereof, the proceeds of each Loan shall be made available to the Company at the principal office of the Administrative Agent in Chicago, Illinois by depositing such proceeds to the credit of the Company's general operating account with the Administrative Agent numbered 000-000-0Illinois, in immediately available funds, upon receipt by the Administrative Agent from each Lender of its pro rata share Percentage of such LoanBorrowing. Unless the Administrative Agent shall have been notified by a Lender prior to 1:00 p.m. (Chicago time) on the date a Loan Borrowing is to be made hereunder that such Lender does not intend to make the proceeds of its pro rata share of such Loan available to the Administrative Agent, the Administrative Agent may assume that such Lender has made such share proceeds available to the Administrative Agent on such date and the Administrative Agent may in reliance upon such assumption make available to the Company a corresponding amount. If such corresponding amount is not in fact made available to the Agent by such Lender and the Agent has made such amount available to the Company, the Agent shall be entitled to receive such amount from such Lender forthwith upon the Agent's demand, together with interest thereon in respect of each day during the period commencing on the date such amount was made available to the Company and ending on but excluding the date the Agent recovers such amount at a rate per annum equal to the effective rate charged to the Agent for overnight federal funds transactions with member banks of the federal reserve system for each day as determined by the Agent (or in the case of a day which is not a Business Day, then for the preceding day). If such amount is not received from such Lender by the Agent immediately upon demand, the Company will, on demand, repay to the Agent the proceeds of such Loan attributable to such Lender with interest thereon at a rate per annum equal to the interest rate applicable to the relevant Loan, but without such payment being considered a payment or prepayment of a LIBOR Portion, so that the Company will have no liability under Section 2.9 hereof with respect to such payment. .c2.Section 1.4.

Manner and Disbursement of Loans. (a) The Company shall give written or telephonic notice to the Administrative Agent (which notice shall be irrevocable once given and, if given by telephone, shall be promptly confirmed in writing) by no later than 12:00 noon 11:00 a.m. (Chicago time) on the date the Company requests that any Loan Borrowing of Loans be made to it under the Revolving Credit Commitments, and, except in and the case of Loans made under Section 3.6(e) hereof the Administrative Agent shall promptly notify each Lender of the Administrative Agent's receipt of each such notice. Each such notice shall specify the date of the Loan Borrowing of Loans requested (which must be a Business Day) ), the type of Loan being requested, and the amount of such LoanBorrowing. Each Loan Borrowing of Loans shall initially 7 constitute part of the applicable Domestic Rate Portion except to the extent the Company has otherwise timely elected that such Loan Borrowing, or any part thereof, constitute part of a LIBOR Portion as provided in Section 2 hereof. The Company agrees that the Agent may rely upon any written or telephonic notice given by any person the Agent in good faith believes is an Authorized Representative without the necessity of independent investigation and, in the event any telephonic notice conflicts with the written confirmation, such telephonic notice shall govern if the Agent and the Lenders have acted in reliance thereon. Not later than 1:00 p.m. (Chicago time) on the date specified for any Loan Borrowing of Loans to be made hereunder, each Lender shall make the proceeds of its pro rata share Loan comprising part of such Loan Borrowing available to the Administrative Agent in Chicago, Illinois in immediately available funds. Subject to the provisions of Section 7 hereof, the proceeds of each Loan shall be made available to the Company at the principal office of the Administrative Agent in Chicago, Illinois by depositing such proceeds to the credit of the Company's general operating account with the Administrative Agent numbered 000-000-0Illinois, in immediately available funds, upon receipt by the Administrative Agent from each Lender of its pro rata share Percentage of such LoanBorrowing. Unless the Administrative Agent shall have been notified by a Lender prior to 1:00 p.m. (Chicago time) on the date a Loan Borrowing is to be made hereunder that such Lender does not intend to make the proceeds of its pro rata share of such Loan available to the Administrative Agent, the Administrative Agent may assume that such Lender has made such share proceeds available to the Administrative Agent on such date and the Administrative Agent may in reliance upon such assumption make available to the Company a corresponding amount. If such corresponding amount is not in fact made available to the Agent by such Lender and the Agent has made such amount available to the Company, the Agent shall be entitled to receive such amount from such Lender forthwith upon the Agent's demand, together with interest thereon in respect of each day during the period commencing on the date such amount was made available to the Company and ending on but excluding the date the Agent recovers such amount at a rate per annum equal to the effective rate charged to the Agent for overnight federal funds transactions with member banks of the federal reserve system for each day as determined by the Agent (or in the case of a day which is not a Business Day, then for the preceding day). If such amount is not received from such Lender by the Agent immediately upon demand, the Company will, on demand, repay to the Agent the proceeds of such Loan attributable to such Lender with interest thereon at a rate per annum equal to the interest rate applicable to the relevant Loan, but without such payment being considered a payment or prepayment of a LIBOR Portion, so that the Company will have no liability under Section 2.9 hereof with respect to such payment. Extensions of the Revolving Commitments;. The Company may advise the Agent in writing of its desire to extend the Revolving Credit Termination Date for an additional 364 days; provided (i) such request is made no later than 90 days prior to the date on which such Revolving Credit Termination Date is scheduled to occur, (ii) not more than one such request for the extension of a Termination Date may be made in any one calendar year and (iii) in no event shall the Revolving Credit Termination Date be extended beyond June 30, 2003. The Agent shall promptly notify the Lenders of each such request. Each Lender shall notify the Agent in writing within 45 days after such Lender receives such notice from the Agent, whether such Lender in its sole discretion agrees to such extension (each such Lender agreeing to such extension being hereinafter referred to as a "Consenting Lender"). In the event that a Lender shall fail to so notify the Agent within such 45-day period, whether it agrees to such extension, such Lender shall be deemed to have refused to grant the requested extension. Upon receipt by the Agent of the consent of all the Lenders within such 45-day period, the Revolving Credit Termination Date or Dates shall be automatically extended for 364 days. In the event the Company and all the Lenders do not consent to the requested extension of the Revolving Credit Termination Date, such Revolving Credit Termination Date shall take place as scheduled.