Common use of Manner of Borrowing Clause in Contracts

Manner of Borrowing. (a) The Borrower shall give the Agent notice (which shall be irrevocable) no later than 12:00 noon (New York time) on, in the case of Base Rate and Federal Funds Rate Loans, the Business Day of, and, in the case of LIBOR Rate Loans, the third LIBOR Business Day before, the requested date for the making of such Loans. Each such notice shall be in the form of Schedule 1.02 and shall specify (i) the requested date for the making of the requested Loans, which shall be, in the case of Base Rate and Federal Funds Rate Loans, a Business Day and, in the case of LIBOR Rate Loans, a LIBOR Business Day, (ii) the Kind or Kinds and Type or Types of Loans requested and (iii) the amount of each such Loan, the aggregate of which amounts for each Kind and Type of Loan requested by the Borrower shall be not less than the lesser of $500,000 and the maximum amount of that Kind of Loan that can then be borrowed by the Borrower hereunder. Upon receipt of any such notice, the Agent shall promptly notify each Bank of the contents thereof and of the amount, Kind and Type of each Loan to be made by such Bank on the requested date specified therein. (b) Not later than 1:00 p.m. (New York time) on each requested date for the making of Loans, each Bank shall, if it has received the notice from the Agent contemplated by Section 1.02 (a) in a timely fashion, make available to the Agent, in Dollars in funds immediately available to the Agent at the Agent's Office, the Loans to be made by such Bank on such date. Any Bank's failure to make any Loan to be made by it on the requested date therefor shall not relieve any other Bank of its obligation to make any Loan to be made by such other Bank on such date, but such other Bank shall not be liable for such failure. (c) Unless the Agent shall have received notice from a Bank prior to 1:00 p.m. (New York time) on the requested date, if such Bank has received the notice from the Agent contemplated by Section 1.02 (a) in a timely fashion, for the making of any Loans that such Bank will not make available to the Agent the Loans requested to be made by such Bank on such date, the Agent may assume that such Bank has made such Loans available to the Agent on such date in accordance with Section 1.02(b) and the Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount on behalf of such Bank. If and to the extent such Bank shall not have so made available to the Agent the Loans requested to be made by such Bank on such date and the Agent shall have so made available to the Borrower a corresponding amount on behalf of such Bank, such Bank shall, on demand, pay to the Agent such corresponding amount together with interest thereon, at the Federal Funds Rate, for each day from the date such amount shall have been so made available by the Agent to the Borrower until the date such amount shall have been repaid to the Agent. If such Bank does not pay such corresponding amount promptly upon the Agent's demand therefor, the Agent shall promptly notify the Borrower, and the Borrower shall immediately repay such corresponding amount to the Agent together with accrued interest thereon at the applicable rate or rates provided in Section 1.03(a). (d) All Loans made available to the Agent in accordance with Section 1.02(b) shall be disbursed by the Agent not later than 2:00 p.m. (New York time) on the requested date therefor in Dollars in funds immediately available to the Borrower by credit to an account maintained in the Borrower's name at the Agent's Office or in such other manner as may have been specified in the applicable notice and as shall be acceptable to the Agent.

Manner of Borrowing. (a) The Borrower shall give the Agent notice Lender (which shall i) for any Loan proposed to be irrevocablemade on or before or within ninety (90) no later than 12:00 noon (New York time) ondays following the Initial Drawdown Date, in the case a duly completed Notice of Base Rate and Federal Funds Rate Loans, the Business Day of, and, in the case of LIBOR Rate Loans, the third LIBOR Business Day before, the requested date for the making of such Loans. Each such notice shall be Borrowing in the form of Schedule 1.02 Exhibit B attached hereto not later than 3:00 P.M. (New York City time) not less than one hundred twenty (120) days prior to the date designated by the Borrower as the date of advance for such Loan, and shall specify (i) the requested date for the making of the requested Loans, which shall be, in the case of Base Rate and Federal Funds Rate Loans, a Business Day and, in the case of LIBOR Rate Loans, a LIBOR Business Day, (ii) for any Loan proposed to be made any time thereafter, a duly completed Notice of Borrowing not later than 3:00 P.M. (New York City time) not less than one hundred eighty (180) days prior to the Kind or Kinds and Type or Types of Loans requested and (iii) the amount of each such Loan, the aggregate of which amounts for each Kind and Type of Loan requested date designated by the Borrower as the date of advance for such Loan. Each Notice of Borrowing shall be not less than the lesser of $500,000 irrevocable and the maximum amount of that Kind of Loan that can then be borrowed by the Borrower hereunder. Upon receipt of any such notice, the Agent shall promptly notify each Bank of the contents thereof and of the amount, Kind and Type of each Loan to be made by such Bank binding on the requested date specified thereinBorrower. (b) Not later than 1:00 p.m. Each such Notice of Borrowing shall specify: (New York timei) on each requested date for the making amount of Loanssuch Loan, each Bank shallwhich shall be in an aggregate principal amount of at least $25,000 (or, if it has received the notice from then unused Commitment is less than $25,000, such lesser amount); and (ii) the Agent contemplated by Section 1.02 date of such borrowing, which shall be a Business Day during the Commitment Period (a) in a timely fashion, make available to unless the Agent, in Dollars in funds immediately available to the Agent at the Agent's Office, the Loans to be made by such Bank on such date. Any Bank's failure Lender agrees to make any a Loan to be made by it on earlier than the requested date therefor shall not relieve any other Bank of its obligation to make any Loan to be made by such other Bank on such date, but such other Bank shall not be liable for such failureInitial Drawdown Date). (c) Unless the Agent shall have received notice from a Bank prior to 1:00 p.m. (New York time) on the requested date, if such Bank has received the notice from the Agent contemplated by Section 1.02 (a) in a timely fashion, for the making of any Loans that such Bank will not make available Subject to the Agent the Loans requested to be made by such Bank on such dateterms and conditions of this Agreement, the Agent may assume that such Bank has made such Loans available to Lender shall make the Agent on such date in accordance with Section 1.02(b) and the Agent in its sole discretion may, in reliance upon such assumption, make amount of each Loan available to the Borrower by transferring the amount thereof on such the date a corresponding amount on behalf of such Bank. If and to the extent such Bank shall not have so made available to the Agent the Loans requested to be made advance specified by such Bank on such date and the Agent shall have so made available to the Borrower a corresponding amount on behalf of such Bank, such Bank shall, on demand, pay to the Agent such corresponding amount together with interest thereon, at the Federal Funds Rate, for each day from the date such amount shall have been so made available an account designated by the Agent to Borrower in the Borrower until the date such amount shall have been repaid to the Agent. If such Bank does not pay such corresponding amount promptly upon the Agent's demand therefor, the Agent shall promptly notify the Borrower, and the Borrower shall immediately repay such corresponding amount to the Agent together with accrued interest thereon at the applicable rate or rates provided in Section 1.03(a)Notice of Borrowing. (d) All Loans made available At any time and from time to time after the Closing Date, subject to the Agent provisions of this Section 2.2(d), the Lender may give the Borrower a notice (a "Mandatory Borrowing or Reduction Notice") requiring the Borrower to either (i) give a Notice of Borrowing for a Loan in accordance with an amount equal to the then unused amount of the Commitment, as provided in Section 1.02(b2.2(a)(i), or (ii) give a notice under Section 3.4 reducing the Commitment, as of the date of such notice, to the amount of Loans then outstanding. If the Borrower does not give either a Notice of Borrowing or a notice reducing the Commitment, as required by this Section 2.2(d), within 30 days of the date of the Mandatory Borrowing or Reduction Notice, the Borrower shall be disbursed by the Agent not later than 2:00 p.m. (New York time) deemed to have given on the requested date therefor such 30th day a notice as described in Dollars in funds immediately available to the Borrower by credit to an account maintained in the Borrower's name at the Agent's Office or in such other manner as may have been specified in the applicable notice and as shall be acceptable to the AgentSection 2.2(d)(ii).

Manner of Borrowing. (a) The Borrower Company shall give written or telephonic notice to the Administrative Agent notice (which notice shall be irrevocableirrevocable once given and, if given by telephone, shall be promptly confirmed in writing) by no later than 12:00 noon (New York Chicago time) onon the date the Company requests that any Borrowing of Loans be made to it under the Commitments, in and the case Administrative Agent shall promptly notify each Lender of Base Rate and Federal Funds Rate Loans, the Business Day of, and, in the case Administrative Agent's receipt of LIBOR Rate Loans, the third LIBOR Business Day before, the requested date for the making of each such Loansnotice. Each such notice shall be in specify the form of Schedule 1.02 and shall specify (i) the requested date for the making of the Borrowing of Loans requested Loans(which must be a Business Day, and which date shall be, be at least three (3) Business Days subsequent to the date of such notice in the case of any Borrowing of Loans constituting a LIBOR Portion) and the amount of such Borrowing. Each Borrowing of Loans shall initially constitute part of the applicable Base Rate and Federal Funds Rate Loans, Portion except to the extent the Company has otherwise timely elected that such Borrowing constitute part of a Business Day LIBOR Portion as provided in Section 3 hereof. The Company agrees that the Administrative Agent may rely upon any written or telephonic notice given by any person the Administrative Agent in good faith believes is an Authorized Representative without the necessity of independent investigation and, in the case of LIBOR Rate Loansevent any telephonic notice conflicts with the written confirmation, a LIBOR Business Day, (ii) such telephonic notice shall govern if the Kind or Kinds and Type or Types of Loans requested and (iii) the amount of each such Loan, the aggregate of which amounts for each Kind and Type of Loan requested by the Borrower shall be not less than the lesser of $500,000 Administrative Agent and the maximum amount of that Kind of Loan that can then be borrowed by Lenders have acted in reliance thereon. The Lenders undertake to endeavor in good faith to honor on a same day basis Borrowing requests received later than 12:00 noon (Chicago time) but shall incur no liability to the Borrower hereunderCompany if it is not reasonably practical for them to honor such requests on a same day basis. Upon receipt of any such notice, the Agent shall promptly notify each Bank of the contents thereof and of the amount, Kind and Type of each Loan to be made by such Bank on the requested date specified therein. (b) Not later than 1:00 p.m. (New York Chicago time) on each requested the date specified for the making any Borrowing of Loans, each Bank shall, if it has received the notice from the Agent contemplated by Section 1.02 (a) in a timely fashion, make available to the Agent, in Dollars in funds immediately available to the Agent at the Agent's Office, the Loans to be made by hereunder, each Lender shall make the proceeds of its Loan comprising part of such Bank on such dateBorrowing available to the Administrative Agent in Chicago, Illinois in immediately available funds. Any Bank's failure Subject to make any the provisions of Section 7 hereof, the proceeds of each Loan to shall be made available to the Company at the principal office of the Administrative Agent in Chicago, Illinois, in immediately available funds, upon receipt by it on the requested date therefor shall not relieve any other Bank Administrative Agent from each Lender of its obligation to make any Loan to be made by pro rata share of such other Bank on such date, but such other Bank shall not be liable for such failure. (c) Borrowing. Unless the Administrative Agent shall have received notice from been notified by a Bank Lender prior to 1:00 p.m. (New York Chicago time) on the requested date, if such Bank has received the notice from the Agent contemplated by Section 1.02 (a) in date a timely fashion, for the making of any Loans Borrowing is to be made hereunder that such Bank will Lender does not intend to make its pro rata share of such Borrowing available to the Agent the Loans requested to be made by such Bank on such dateAdministrative Agent, the Administrative Agent may assume that such Bank Lender has made such Loans share available to the Administrative Agent on such date in accordance with Section 1.02(b) and the Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount on behalf of such Bank. If and to the extent such Bank shall not have so made available to the Agent the Loans requested to be made by such Bank on such date and the Administrative Agent may (but shall have so not be obligated to) 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 Borrower a corresponding Administrative Agent by such Lender and the Administrative Agent has made such amount on behalf of available to the Company, the Administrative Agent shall be entitled to receive such Bank, amount from such Bank shall, on Lender forthwith upon its demand, pay to the Agent such corresponding amount together with interest thereon, at the Federal Funds Rate, for thereon in respect of each day from during the period commencing on the date such amount shall have been so made available by the Agent to the Borrower until the date such amount shall have been repaid to the Agent. If such Bank does not pay such corresponding amount promptly upon the Agent's demand therefor, the Agent shall promptly notify the Borrower, and the Borrower shall immediately repay such corresponding amount to the Agent together with accrued interest thereon at the applicable rate or rates provided in Section 1.03(a). (d) All Loans was made available to the Company and ending on but excluding the date the Administrative Agent recovers such amount at a rate per annum equal to (x) from the date the related payment was due to the Administrative Agent to the date two (2) Business Days after the date such payment was due, the Federal Funds Rate for such day (or in accordance with Section 1.02(bthe case of a day which is not a Business Day, then for the preceding day) shall be disbursed and (y) thereafter until payment of such amount is received by the Administrative Agent not later than 2:00 p.m. (New York time) on from such Lender, the requested date therefor Base Rate in Dollars in funds immediately available to the Borrower by credit to an account maintained in the Borrower's name at the Agent's Office or in effect for each such other manner as may have been specified in the applicable notice and as shall be acceptable to the Agentday.

Manner of Borrowing. (ai) The Borrower shall give the Agent notice (which shall be irrevocable) no later than 12:00 noon 10:00 a.m. (New York time) on, in the case of Base Rate and Federal Funds Rate Loans, the Business Day offor the making of such Loans, and, in the case of LIBOR Eurodollar Rate Loans, the third LIBOR Eurodollar Business Day before, before the requested date for the making of such Loans. Each such notice shall be in the form of Schedule 1.02 1.02 (a) and shall specify (iA) the requested date for the making of the requested Loans, which shall be, in the case of Base Rate and Federal Funds Rate Loans, a Business Day and, in the case of LIBOR Eurodollar Rate Loans, a LIBOR Eurodollar Business Day, (iiB) the Kind or Kinds and Type or Types of Loans requested and (iiiC) the amount of each such Type of Loan, the aggregate of which amounts for each Kind and Type all Types of Loan Loans requested by to be made on the Borrower requested date shall be at least Two Million Dollars ($2,000,000) or such greater amount in increments of One Hundred Thousand Dollars ($100,000), and shall not less than the lesser of $500,000 and exceed the maximum amount of that Kind of Loan that can then be borrowed by the Borrower hereunder. Upon receipt of any such notice, the Agent shall promptly notify each Bank of the contents thereof and of the amount, Kind amount and Type of each Loan to be made by such Bank on the requested date specified therein. (bii) Not later than 1:00 p.m. (New York time) on each requested date for the making of Loans, each Bank shall, if it has received the notice from the Agent contemplated by Section 1.02 (a) in a timely fashion, shall make available to the Agent, in Dollars in funds immediately available to the Agent at the Agent's Office, the Loans to be made by such Bank on such date. Any Bank's failure to make any Loan to be made by it on the requested date therefor shall not relieve any other Bank of its obligation to make any Loan to be made by such other Bank on such date, but such other Bank shall not be liable for such failure. (ciii) Unless the Agent shall have received notice from a Bank prior to 1:00 p.m. 12:00 noon (New York time) on the requested date, if such Bank has received the notice from the Agent contemplated by Section 1.02 (a) in a timely fashion, date for the making of any Loans that such Bank will not make available to the Agent the Loans requested to be made by such Bank on such date, the Agent may assume that such Bank has made such Loans available to the Agent on such date in accordance with Section 1.02(b1.02(a)(ii) and the Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount on behalf of such Bank. If and to the extent such Bank shall not have so made available to the Agent Agent, the Loans requested to be made by such Bank on such date and the Agent shall have so made available to the such Borrower a corresponding amount on behalf of such Bank, such Bank shall, on demand, pay to the Agent such corresponding amount together with interest thereon, at the Federal Funds Rate, for each day from the date such amount shall have been so made available by the Agent to the such Borrower until the date such amount shall have been repaid to the Agent, at the Federal Funds Rate until (and including) the third Business Day after demand is made and thereafter at the Base Rate. If such Bank does not pay such corresponding amount promptly upon the Agent's demand therefor, the Agent shall promptly notify the Borrower, Borrower and the Borrower shall immediately repay such corresponding amount to the Agent together with accrued interest thereon at the applicable rate or rates provided in Section 1.03(a). (div) All Loans made available to the Agent in accordance with Section 1.02(b1.02(a)(ii) shall be disbursed by the Agent not later than 2:00 1:00 p.m. (New York time) on the requested date therefor in Dollars in funds immediately available to the Borrower by credit to an account maintained in the Borrower's name of such Borrower at the Agent's Office or in such other manner as may have been specified in the applicable notice and as shall be acceptable to the Agent.

Manner of Borrowing. (a) RC Loans. With respect to RC Loans: (i) The applicable Borrower shall give the Agent notice (which shall be irrevocable) no later than 12:00 noon (New York time) 10:00 a.m. on, in the case of Base Rate and Federal Funds Rate Loans, the Business Day of, and, in the case of LIBOR Rate Loans, the third LIBOR Business Day before, before the requested date for the making of such RC Loans, and, in the case of Eurodollar Rate Loans, the third Eurodollar Business Day before the RC Loan Date. Each such notice shall be in the form of Schedule 1.02 1.02 (a) (i) and shall specify (iA) the requested date for the making of the requested LoansRC Loan Date, which shall be, in the case of Base Rate and Federal Funds Rate Loans, a Business Day and, in the case of LIBOR Eurodollar Rate Loans, a LIBOR Eurodollar Business Day, (iiB) the Kind or Kinds and Type or Types of RC Loans requested and (iiiC) the amount of each such Type of RC Loan, the aggregate of which amounts for each Kind and Type all Types of Loan Loans requested by the Borrower shall not be not less than the lesser of $500,000 1,000,000 and integral multiples of $250,000 thereof and the maximum aggregate amount of that Kind of Loan that can then be borrowed by the Borrower hereunderunused Commitments. Upon receipt of any such notice, the Agent shall promptly notify each Bank of the contents thereof and of the amount, Kind amount and Type of each RC Loan to be made by such Bank on the requested date specified therein. (bii) Not later than 1:00 p.m. (New York time) 11:00 a.m. on each requested date for the making of LoansRC Loan Date, each Bank shall, if it has received the notice from the Agent contemplated by Section 1.02 (a) in a timely fashion, shall make available to the Agent, in Dollars in funds immediately available to the Agent at the Agent's Office, the RC Loans to be made by such Bank on such date. Any Bank's failure to make any RC Loan to be made by it on the requested date therefor RC Loan Date shall not relieve any other Bank of its obligation to make any RC Loan to be made by such other Bank on such dateRC Loan Date, but such other Bank shall not be liable for such failure. (ciii) Unless the Agent shall have received notice from a Bank prior to 1:00 p.m. (New York time) 10:00 a.m. on the requested date, if such Bank has received the notice from the Agent contemplated by Section 1.02 (a) in a timely fashion, for the making of any Loans RC Loan Date that such Bank will not make available to the Agent the RC Loans requested to be made by such Bank on such date, the Agent may assume that such Bank has made such RC Loans available to the Agent on such date in accordance with Section 1.02(b1.02(a)(ii) and the Agent in its sole discretion may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount on behalf of such Bank. If and to the extent such Bank shall not have so made available to the Agent the RC Loans requested to be made by such Bank on such date and the Agent shall have so made available to the applicable Borrower a corresponding amount on behalf of such Bank, such Bank shall, on demand, pay to the Agent such corresponding amount together with interest thereon, at the Federal Funds Rate, for each day from the date such amount shall have been so made available by the Agent to the applicable Borrower until the date such amount shall have been repaid to the Agent, at the Federal Funds Rate until (and including) the third Business Day after demand is made and thereafter at the Base Rate plus 2%. If such Bank does not pay such corresponding amount promptly upon the Agent's demand therefor, the Agent shall promptly notify the Borrower, applicable Borrower and the such Borrower shall immediately repay such corresponding amount to the Agent together with accrued interest thereon at the applicable rate or rates provided in Section 1.03(a). (div) All RC Loans made available to the Agent in accordance with Section 1.02(b1.02(a)(ii) shall be disbursed by the Agent not later than 2:00 p.m. (New York time) 12:00 noon on the requested date RC Loan Date therefor in Dollars in funds immediately available to the applicable Borrower by credit to an account maintained in the Borrower's name of such Borrower at the Agent's Office or in such other manner as may have been specified in the applicable notice and as shall be acceptable to the Agent.

Manner of Borrowing. (a) The applicable Borrower shall give ------------------- the Administrative Agent notice (which shall be irrevocable) no later than 12:00 noon 11:00 a.m. (New York City time) onon (1) in the case of Eurocurrency Rate Loans to be made to the Company, the third Eurocurrency Business Day, (2) in the case of Eurocurrency Rate Loans to be made to Xpedite UK, the fourth Eurocurrency Business Day and (3) in the case of Base Rate and Federal Funds Rate LoansLoans to be made to the Company, the Business Day ofDay, and, in the case of LIBOR Rate Loans, the third LIBOR Business Day before, before the requested date for the making of such Loans. Each such notice shall be in the form of Schedule 1.02 and shall specify (i) the requested ------------- date for the making of the requested Loans, which shall bebe a Eurocurrency Business Day (or, in the case of Base Rate and Federal Funds Rate LoansLoans to be made to the Company, a Business Day and, in the case of LIBOR Rate Loans, a LIBOR Business Day), (ii) the Kind or Kinds and Type or Types of Loans requested and (iii) the amount of each such Type of Loan, the aggregate of which amounts for each Kind and Type all Types of Loan Loans requested by shall be, in the Borrower shall be not case of Loans made to the Company, $1,000,000 or any integral multiple of $1,000,000 in excess thereof, or, if less than $1,000,000, the lesser of $500,000 and the maximum aggregate amount of that Kind the unused Commitments and, in the case of Loan that can then be borrowed by Loans made to Xpedite UK, (Pounds)500,000 or any integral multiple of (Pounds)500,000 in excess thereof, or, if less than (Pounds)500,000, the Borrower hereunderaggregate amount of the unused Sterling Sub-limit. Upon receipt of any such notice, the Administrative Agent shall promptly notify each Bank of the contents thereof and of the amount, Kind amount and Type of each Loan to be made by such Bank on the requested date specified therein. (b) Not later than 1:00 p.m. 11:00 a.m. (New York City time) on each requested date for the making of Loans, each Bank shall, if it has received the notice from the Agent contemplated by Section 1.02 (a) in a timely fashion, shall make available to the Administrative Agent, in Dollars or Sterling, as the case may be, in funds immediately available to the Administrative Agent (or, in the case of Loans disbursed in Sterling, in funds as may then be customary for the settlement of international transactions in Sterling) at the Administrative Agent's Office, the Loans to be made by such Bank on such date. Any Bank's failure to make any Loan to be made by it on the requested date therefor shall not relieve any other Bank of its obligation to make any Loan to be made by such other Bank on such date, but such other Bank shall not be liable for such failure. (c) Unless the Administrative Agent shall have received notice from a Bank prior to 1:00 p.m. 10:00 a.m. (New York City time) on the requested date, if such Bank has received the notice from the Agent contemplated by Section 1.02 (a) in a timely fashion, date for the making of any Loans that such Bank will not make available to the Administrative Agent the Loans requested to be made by such Bank on such date, the Administrative Agent may assume that such Bank has made such Loans available to the Administrative Agent on such date in accordance with Section 1.02(b) and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount on behalf of such Bank. If and to the extent such Bank shall not have so made available to the Administrative Agent the Loans requested to be made by such Bank on such date and the Administrative Agent shall have so made available to the applicable Borrower a corresponding amount on behalf of such Bank, such Bank shall, on demand, pay to the Administrative Agent such corresponding amount together with interest thereon, at the Federal Funds Rate, for each day from the date such amount shall have been so made available by the Administrative Agent to the applicable Borrower until the date such amount shall have been repaid to the Administrative Agent, at a rate per annum equal to, in the case of Loans denominated in Dollars, the Federal Funds Rate until (and including) the third Business Day after demand is made and thereafter at the Base Rate and, in the case of Loans denominated in Sterling, the overnight London interbank Sterling rate, as determined by the Administrative Agent. If such Bank does not pay such corresponding amount promptly upon the Administrative Agent's demand therefor, the Administrative Agent shall promptly notify the Borrower, applicable Borrower and the such Borrower shall immediately repay such corresponding amount to the Administrative Agent together with accrued interest thereon at the applicable rate or rates provided in Section 1.03(a). Nothing in this Section 1.02(c) shall be deemed to limit the obligation of any Bank to make Loans hereunder or to limit the rights that the Borrowers may have against any Bank for its failure to make any Loans hereunder. (d) All Loans made available to the Administrative Agent in accordance with Section 1.02(b) shall be disbursed by the Administrative Agent not later than 2:00 p.m. 12:00 noon (New York City time) on the requested date therefor in Dollars or Sterling, as the case may be, in funds immediately available to the applicable Borrower (or, in the case of Loans disbursed in Sterling, in funds as may then be customary for the settlement of international transactions in Sterling) by credit to an account maintained in the Borrower's name of such Borrower at the Administrative Agent's Office or in such other manner as may have been specified in the applicable notice of borrowing and as shall be acceptable to the Administrative Agent.

Manner of Borrowing. (a) The Borrower shall give the Administrative Agent notice (which shall be irrevocable) no later than 12:00 noon 9:30 a.m. (New York Los Angeles time) on, in the case of Base Rate and Federal Funds Rate Loans, the same Business Day offor which the Base Rate Loan is requested, and, in the case of LIBOR Eurodollar Rate Loans, the third LIBOR Eurodollar Business Day before, the requested date for the making of such Loans. Each such notice shall be in the form of Schedule 1.02 and shall specify (i) the requested date for the making of the requested Loans, which shall be, in the case of Base Rate and Federal Funds Rate Loans, a Business Day and, in the case of LIBOR Eurodollar Rate Loans, a LIBOR Eurodollar Business Day, (ii) the Kind or Kinds and Type or Types of Loans requested and (iii) the amount of each such Type of Loan, which amount shall be, (x)(i) in the aggregate case of which amounts for each Kind and Type a Base Rate Loan, in integral multiples of Loan requested by the Borrower shall be $500,000, not less than $1,000,000 and (ii) in the lesser case of a Eurodollar Loan, in integral multiples of $500,000 and 1,000,000, not less than $5,000,000 or (y) the maximum aggregate amount of that Kind of Loan that can then be borrowed by the Borrower hereunderunused Commitments. Upon receipt of any such notice, the Administrative Agent shall promptly notify each Bank Lender of the contents thereof and of the amount, Kind amount and Type of each Loan to be made by such Bank Lender on the requested date specified therein. (b) Not later than 1:00 p.m. 11:30 a.m. (New York Los Angeles time) on each requested date for the making of Loans, each Bank shall, if it has received the notice from the Agent contemplated by Section 1.02 (a) in a timely fashion, Lender shall make available to the Administrative Agent, in Dollars in funds immediately available to the Administrative Agent at the Administrative Agent's ’s Office, the Loans to be made by such Bank Lender on such date. Any Bank's Lender’s failure to make any Loan to be made by it on the requested date therefor shall not relieve any other Bank Lender of its obligation to make any Loan to be made by such other Bank Lender on such date, but such other Bank Lender shall not be liable for such failure. (c) Unless the Administrative Agent shall have received notice from a Bank Lender, in the case of Base Rate Loans, prior to 1:00 p.m. 10:30 a.m. (New York Los Angeles time) on the requested date, if such Bank has received the notice from the Agent contemplated by Section 1.02 (a) in a timely fashion, date for the making of any Loans such Loans, and in the case of Eurodollar Rate Loans, prior to 2:00 p.m. on the Business Day before the requested date for making any such Loans, that such Bank Lender will not make available to the Administrative Agent the Loans requested to be made by such Bank Lender on such requested date, the Administrative Agent may assume that such Bank Lender has made such Loans available to the Administrative Agent on such requested date in accordance with Section 1.02(b) and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such requested date a corresponding amount on behalf of such BankLender. If and to the extent such Bank Lender shall not have so made available to the Administrative Agent the Loans requested to be made by such Bank Lender on such requested date and the Administrative Agent shall have so made available to the Borrower a corresponding amount on behalf of such BankLender, such Bank Lender shall, on demand, pay to the Administrative Agent such corresponding amount together with interest thereon, at the Federal Funds Rate, for each day from the date such amount shall have been so made available by the Administrative Agent to the Borrower until the date such amount shall have been repaid to the Administrative Agent, at the applicable rate or rates otherwise applicable to such Loan as provided in Section 1.03(a). If such Bank Lender does not pay such corresponding amount promptly upon the Administrative Agent's ’s demand therefor, the Administrative Agent shall promptly notify the Borrower, Borrower and the Borrower shall immediately repay such corresponding amount to the Administrative Agent together with accrued interest thereon at the applicable rate or rates provided in Section 1.03(a). (d) All Loans made available to the Administrative Agent in accordance with Section 1.02(b) shall be disbursed by the Administrative Agent not later than 2:00 p.m. (New York time) on the requested date therefor in Dollars in funds immediately available to the Borrower by credit to an account maintained in of the Borrower's name Borrower at the Administrative Agent's ’s Office or in such other manner as may have been specified in the applicable notice and as shall be acceptable to the Administrative Agent.

Manner of Borrowing. (a) The Borrower Company shall give notify the Agent notice (which shall be irrevocable) no later than 12:00 noon (New York time) on, in the case of Base Rate and Federal Funds Rate Loans, the Business Day of, and, in the case of LIBOR Rate Loans, the third LIBOR Business Day before, the requested date for the making of such Loans. Each such notice shall be in the form of Schedule 1.02 and shall specify Bank (i) by 1:30 p.m. (Chicago time) on the requested date for the making of the requested Loans, which shall be, in the case of Base any Domestic Rate and Federal Funds Rate Loans, a Business Day and, in the case of LIBOR Rate Loans, a LIBOR Business DayLoan is to be made, (ii) by 11:00 a.m. (Chicago time) at least three (3) Business Days prior to the Kind date upon which the Company requests that any Eurodollar Rate Loan be made or Kinds and Type that any part of the Domestic Rate Loan or Types any part of Loans requested an Offered Rate Portion be converted into a Eurodollar Rate Loan and (iii) by 11:00 a.m. (Chicago time) at least one (1) Business Day prior to the date upon which the Company requests that any Offered Rate Loan be made or that any part of the Domestic Rate Loan or any part of a Eurodollar Rate Loan be converted into an Offered Rate Loan (each such notice to specify in each instance the amount thereof and the Interest Period selected therefor). If any request is made to convert a Fixed Rate Loan into another type of loan available hereunder, such conversion shall only be made so as to become effective as of the last day of the Interest Period applicable thereto. All requests for the creation, continuance and conversion of loans under this Agreement shall be irrevocable. Such requests may be written or oral and the Bank is hereby authorized to honor telephonic requests for creations, continuances and conversions received by it from any person the Bank in good faith believes to be an authorized representative of the Company without the need of independent investigation, the Company hereby indemnifying the Bank from any liability or loss ensuing from so acting. The proceeds of each such Loan, loan made under the aggregate of which amounts for each Kind and Type of Loan requested by the Borrower Revolving Credit shall be not less than the lesser of $500,000 and the maximum amount of that Kind of Loan that can then be borrowed by the Borrower hereunder. Upon receipt of any such notice, the Agent shall promptly notify each Bank of the contents thereof and of the amount, Kind and Type of each Loan to be made by such Bank on the requested date specified therein. (b) Not later than 1:00 p.m. (New York time) on each requested date for the making of Loans, each Bank shall, if it has received the notice from the Agent contemplated by Section 1.02 (a) in a timely fashion, make available to the AgentCompany be being deposited in its account with the Bank or to such other account as the Company may direct in writing at the time a loan is requested as provided in this SECTION 1.4; PROVIDED, in Dollars in funds immediately available HOWEVER, that if prior to the Agent at time the Agent's OfficeBank has disbursed the proceeds of such loan an Event of Default or Potential Default shall have occurred, the Loans to be made by such Bank on such date. Any Bank's failure to make any Loan to be made by it on the requested date therefor shall not relieve any other Bank of its obligation to make any Loan to be made by such other Bank on such date, but such other Bank shall not be liable for required to disburse such failureloan." (c) 1.4 Section 2.2 of the Credit Agreement shall be amended by deleting the last sentence thereof and substituting therefor the following: "The Company may not prepay any Fixed Rate Loan. Unless the Agent Company directs otherwise, principal payments shall have received notice from a Bank prior first be applied to 1:00 p.m. (New York time) on the requested dateDomestic Rate Loans until payment in full thereof, if such Bank has received the notice from the Agent contemplated by Section 1.02 (a) in a timely fashion, for the making of with any Loans that such Bank will not make available balance applied to the Agent Fixed Rate Loans in the Loans requested to be made by such Bank on such date, order in which their Interest Periods expire." 1.5 The definition of the Agent may assume that such Bank has made such Loans available to the Agent on such date in accordance with Section 1.02(b) and the Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount on behalf of such Bank. If and to the extent such Bank shall not have so made available to the Agent the Loans requested to be made by such Bank on such date and the Agent shall have so made available to the Borrower a corresponding amount on behalf of such Bank, such Bank shall, on demand, pay to the Agent such corresponding amount together with interest thereon, at the Federal Funds Rate, for each day from the date such amount shall have been so made available by the Agent to the Borrower until the date such amount shall have been repaid to the Agent. If such Bank does not pay such corresponding amount promptly upon the Agent's demand therefor, the Agent shall promptly notify the Borrower, and the Borrower shall immediately repay such corresponding amount to the Agent together with accrued interest thereon at the applicable rate or rates provided term "Eligible Receivables" appearing in Section 1.03(a). 4.1 of the Credit Agreement shall be amended by replacing subsection (d) All Loans made available to thereof with the Agent in accordance with Section 1.02(b) shall be disbursed by the Agent not later than 2:00 p.m. (New York time) on the requested date therefor in Dollars in funds immediately available to the Borrower by credit to an account maintained in the Borrower's name at the Agent's Office or in such other manner as may have been specified in the applicable notice and as shall be acceptable to the Agent.following:

Manner of Borrowing. (a) The Borrower shall give the Administrative Agent notice (which shall be irrevocable) no later than 12:00 noon (New York time) 11:00 a.m. on, in the case of Base Rate and Federal Funds Rate Loans, the Business Day ofrequested date for the making of such Loans, and, in the case of LIBOR Eurodollar Rate Loans, the third LIBOR Eurodollar Business Day beforeDay, before the requested date for the making of such Loans. Each such notice shall be in the form of Schedule 1.02 and shall specify (i) the requested date for the making of the requested Loans, which shall be, in the case of Base Rate and Federal Funds Rate Loans, a Business Day and, in the case of LIBOR Eurodollar Rate Loans, a LIBOR Eurodollar Business Day, (ii) the Kind or Kinds and Type or Types of Loans requested and (iii) the amount of each such Type of Loan, the aggregate of which amounts for each Kind and Type all Types of Loan Loans requested by the Borrower shall be not less than the lesser of (x) $2,500,000 and integral multiples of $500,000 in excess thereof and (y) the maximum aggregate amount of that Kind of Loan that can then be borrowed by the Borrower hereunderunused Commitments. Upon receipt of any such notice, the Administrative Agent shall promptly notify each Bank of the contents thereof and of the amount, Kind amount and Type of each Loan to be made by such Bank on the requested date specified therein. (b) Not later than 1:00 p.m. (New York time) on each requested date for the making of Loans, each Bank shall, if it has received the notice from the Agent contemplated by Section 1.02 (a) in a timely fashion, make available to the Administrative Agent, in Dollars in funds immediately available to the Administrative Agent at the Administrative Agent's Office, the Loans to be made by such Bank on such date. Any Bank's failure to make any Loan to be made by it on the requested date therefor shall not relieve any other Bank of its obligation to make any Loan to be made by such other Bank on such date, but such other Bank shall not be liable for such failure. (c) Unless If a Bank shall have received notice of the making of Loans in accordance with Section 1.02(a) hereof, then unless the Administrative Agent shall have received notice from a Bank prior to 1:00 p.m. (New York time) on the requested date, if such Bank has received the notice from the Agent contemplated by Section 1.02 (a) in a timely fashion, date for the making of any Loans that such Bank will not make available to the Administrative Agent the Loans requested to be made by such Bank on such date, the Administrative Agent may assume that such Bank has made such Loans available to the Administrative Agent on such date in accordance with Section 1.02(b) and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount on behalf of such Bank. If and to the extent such Bank shall not have so made available to the Administrative Agent the Loans requested to be made by such Bank on such date and the Administrative Agent shall have so made available to the Borrower a corresponding amount on behalf of such Bank, such Bank shall, on demand, pay to the Administrative Agent such corresponding amount together with interest thereon, at the Federal Funds Rate, for each day from the date such amount shall have been so made available by the Administrative Agent to the Borrower until the date such amount shall have been repaid to the Administrative Agent, at the Federal Funds Rate until (and including) the third Business Day after demand is made and thereafter at the Base Rate. If such Bank does not pay such corresponding amount promptly upon the Administrative Agent's demand therefor, the Administrative Agent shall promptly may notify the Borrower, Borrower and the Borrower shall immediately repay such corresponding amount to the Administrative Agent together with accrued interest thereon at the applicable rate or rates provided in Section 1.03(a). (d) All Loans made available to the Administrative Agent in accordance with Section 1.02(b) shall be disbursed by the Administrative Agent not later than 2:00 1:00 p.m. (New York time) on the requested date therefor in Dollars in funds immediately available to the Borrower by credit to an account maintained in of the Borrower's name Borrower at the Administrative Agent's Office or in such other manner as may have been specified in the applicable notice and as shall be acceptable to the Administrative Agent.

Manner of Borrowing. (a) The Borrower shall give the Agent notice (which shall be irrevocable) no later than 12:00 noon (New York time) 11:00 a.m. on, in the case of Base Rate and Federal Funds Rate Loans, the Business Day ofbefore the requested date for the making of such Loans, and, in the case of LIBOR Eurodollar Rate Loans, the third LIBOR Eurodollar Business Day before, before the requested date for the making of such Loans. Each such notice shall be in the form of Schedule 1.02 2.02 and shall specify (i) the requested date for the making of the requested Loans, which (x) shall be, in the case of Base Rate and Federal Funds Rate Loans, a Business Day and, in the case of LIBOR Eurodollar Rate Loans, a LIBOR Eurodollar Business DayDay and (y) shall not be a day during a Clean-Up Period, (ii) the Kind or Kinds and Type or Types of Loans requested and requested, (iii) the amount of each such Type of Loan, and (iv) the aggregate of which amounts Interest Period, if any, for each Kind and Type of Loan requested by the Borrower shall be not less than the lesser of $500,000 and the maximum amount of that Kind of Loan that can then be borrowed by the Borrower hereundersuch Loans. Upon receipt of any such notice, the Agent shall promptly notify each Bank of the contents thereof and of the amount, Kind amount and Type of each Loan to be made by such Bank on the requested date specified therein. (b) Not later than 1:00 p.m. (New York time) 12:00 noon on each requested date for the making of Loans, each Bank shall, if it has received the notice from the Agent contemplated by Section 1.02 (a2.02(a) on or prior to its close of business on, in a timely fashionthe case of Base Rate Loans, the Business Day, and, in the case of Eurodollar Rate Loans, the third Eurodollar Business Day, before such date, make available to the Agent, in Dollars in funds immediately available to the Agent at the Agent's Office, the Loans to be made by such Bank on such date. Any Bank's failure to make any Loan to be made by it on the requested date therefor shall not relieve any other Bank of its obligation to make any Loan to be made by such other Bank on such date, but such other Bank shall not be liable for such failure. (c) Unless the Agent shall have received notice from a Bank prior to 1:00 p.m. (New York time) 10:00 a.m. on the requested date, if such Bank has received the notice from the Agent contemplated by Section 1.02 (a) in a timely fashion, date for the making of any Loans that such Bank will not make available to the Agent the Loans requested to be tobe made by such Bank on such date, the Agent may assume that such Bank has made such Loans available to the Agent on such date in accordance with Section 1.02(b2.02(b) and the Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount on behalf of such Bank. If and to the extent such Bank shall not have so made available to the Agent the Loans requested to be made by such Bank on such date and the Agent shall have so made available to the Borrower a corresponding amount on behalf of such Bank, such Bank shall, on demand, pay to the Agent such corresponding amount together with interest thereon, at the Federal Funds Rate, for each day from the date such amount shall have been so made available by the Agent to the Borrower until the date such amount shall have been repaid to the Agent, at the Federal Funds Rate until (and including) the third Business Day after demand is made and thereafter at the Base Rate. If such Bank does not pay such corresponding amount promptly upon the Agent's demand therefor, the Agent shall promptly may notify the Borrower, Borrower and the Borrower shall immediately repay such corresponding amount to the Agent together with accrued interest thereon at the applicable rate or rates provided in Section 1.03(a2.03(a). (d) All Loans made available to the Agent in accordance with Section 1.02(b2.02(b) shall be disbursed by the Agent not later than 2:00 1:00 p.m. (New York time) on the requested date therefor in Dollars in funds immediately available to the Borrower by credit to an account maintained in of the Borrower's name Borrower at the Agent's Office or in such other manner as may have been specified in the applicable notice and as shall be acceptable to the Agent.. Notwithstanding the foregoing or any other provision contained herein, the proceeds of all Loans made available to the Agent shall be deposited directly by the

Manner of Borrowing. (a) RC Loans. -------- With respect to RC Loans: (i) The Borrower shall give the Agent notice (which shall be irrevocable) no later than 12:00 noon (New York time) onthan, in the case of a Base Rate and Federal Funds Rate LoansLoan, the Business Day of, and, in the case of LIBOR Rate Loans, the third LIBOR Business Day before, 10:00 a.m. on the requested date for the making of such Loans. Each such notice shall be Loan and, in the form case of Schedule 1.02 a Eurodollar Rate Loan, 11:00 a.m. on the third Eurodollar (a) and shall specify (iA) the ---------------- requested date for the making of the requested LoansLoan, which shall be, in the case of a Base Rate and Federal Funds Rate LoansLoan, a Business Day and, in the case of LIBOR a Eurodollar Rate LoansLoan, a LIBOR Eurodollar Business Day, (iiB) the Kind or Kinds and Type or Types of Loans requested and (iiiC) the amount of each such Type of Loan, the aggregate of which amounts for each Kind and Type all Types of Loan Loans requested by the Borrower shall be not less than (1) in the case of Eurodollar Rate Loans $5,000,000 or any integral multiple of $5,000,000 in excess thereof and (2) in the case of Base Rate Loans the lesser of $500,000 1,000,000 or any integral multiple of $1,000,000 in excess thereof, and the maximum aggregate amount of that Kind of Loan that can then be borrowed by the Borrower hereunderunused Commitments. Upon receipt of any such notice, the Agent shall promptly notify each Bank of the contents thereof and of the amount, Kind amount and Type of each Loan to be made by such Bank Bank. Each Loan so requested shall be disbursed by the Agent not later than 2:00 p.m. on the requested date therefor in Dollars in funds immediately available to the Borrower by credit to an account of the Borrower at the Agent's Office or in such other manner as may have been specified thereinin the applicable notice and as shall be acceptable to the Agent. (bii) Not later than 1:00 p.m. (New York time) on On each requested date for the making of RC Loans, each Bank shall, if it has received the notice from the Agent contemplated by Section 1.02 1.02(a)(i) on or prior to (aA) in a timely fashionthe case of Eurodollar Rate Loans, its close of business on the third Eurodollar Business Day before such requested date and (B) in the case of Base Rate Loans, 11:00 a.m. on such requested date, make available to the Agent, not later than (x) in the case of Eurodollar Rate Loans, 11:00 a.m. and (y) in the case of Base Rate Loans, 1:00 p.m., in Dollars in funds immediately available to the Agent at the Agent's Office, the RC Loans to be made by such Bank on such requested date. Any Bank's failure to make any RC Loan to be made by it on the requested date therefor shall not relieve any other Bank of its obligation to make any Loan to be made by such other Bank on such date, but such other Bank shall not be liable for such failure. (ciii) Unless the Agent shall have received notice from a Bank prior to 1:00 p.m. (New York timeA) in the case of Eurodollar Rate Loans, 10:00 a.m., and (B) in the case of Base Rate Loans, 12:00 noon, on the requested date, if such Bank has received the notice from the Agent contemplated by Section 1.02 (a) in a timely fashion, date for the making of any RC Loans that such Bank will not make available to the Agent the RC Loans requested to be made by such Bank on such date, the Agent may assume that such Bank has made such RC Loans available to the Agent on such date in accordance with Section 1.02(b1.02(a)(ii) and the Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower (or, in the case of RC Loans requested pursuant to Section 1.04(b) or Section 1.05(c)(i), to the Swing Line Bank) on such date a corresponding amount on behalf of such Bank. If and to the extent such Bank shall not have so made available to the Agent the RC Loans requested to be made by such Bank on such date and the Agent shall have so made available to the Borrower a corresponding amount on behalf of such Bank, such Bank shall, on demand, pay to the Agent such corresponding amount together with interest thereon, at the Federal Funds Rate, for each day from the date such amount shall have been so made available by the Agent to the Borrower until the date such amount shall have been repaid to the Agent, at the Federal Funds Rate until (and including) the third Business Day after demand is made and thereafter at the Base Rate. If such Bank does not pay such corresponding amount promptly upon the Agent's demand therefor, the Agent shall promptly notify the Borrower, Borrower and the Borrower shall immediately repay such corresponding amount to the Agent together with accrued interest thereon at the applicable rate or rates provided in Section 1.03(a). (d) All Loans made available to the Agent in accordance with Section 1.02(b) shall be disbursed by the Agent not later than 2:00 p.m. (New York time) on the requested date therefor in Dollars in funds immediately available to the Borrower by credit to an account maintained in the Borrower's name at the Agent's Office or in such other manner as may have been specified in the applicable notice and as shall be acceptable to the Agent.

Manner of Borrowing. (a) The Borrower shall give the Agent Bank notice (which shall be irrevocable) no later than 12:00 noon 2:00 p.m. (New York California time) on, in on the case of Base Rate and Federal Funds Rate Loans, the third Business Day of, and, in the case of LIBOR Rate Loans, the third LIBOR Business Day before, before the requested date for the making of any Loan (such Loansthird Business Day being called the “Notification Date”). Each such notice of borrowing shall be in the form of Schedule 1.02 and shall specify (ia) the requested date for the making of the requested LoansLoan, which shall be, in the case of Base Rate and Federal Funds Rate Loans, be a Business Day and, in the case of LIBOR Rate Loans, a LIBOR Business Day, (iib) the Kind or Kinds and Type or Types account to which proceeds of Loans the Loan will be remitted, (c) the Maturity Date for such Loan requested pursuant to Section 1.04, and (iiid) the amount of each such Loan, the aggregate Dollar Equivalent of which amounts for each Kind and Type (determined as of Loan requested by the Borrower Notification Date) shall not be not less than $5,000,000 (unless the lesser of $500,000 and requested Loan is for the maximum entire undrawn amount of that Kind of Loan that can the Commitment then be borrowed by the Borrower available for borrowing hereunder). Upon receipt of any such notice, the Agent shall promptly notify each Bank of the contents thereof and of the amount, Kind and Type of each Loan to be made by such Bank on the requested date specified therein. (b) Not later than 1:00 p.m. (New York time) on each the second Business Day before the requested date for the making of Loanssuch Loan, each the Bank shallwill determine the Dollar Equivalent of the amount of the requested Loan as of the Notification Date, and notify the Borrower if it has received (i) the notice from requested amount of the Agent contemplated by Section 1.02 Loan would exceed the undrawn Commitment (a) in a timely fashiondetermined as of the Notification Date, make available but assuming that all other Loans which are scheduled to mature on or prior to the Agent, in Dollars in funds immediately available to the Agent at the Agent's Office, the Loans to be made by such Bank on such date. Any Bank's failure to make any Loan to be made by it on the date requested date therefor shall not relieve any other Bank of its obligation to make any Loan to be made by such other Bank on such date, but such other Bank shall not be liable for such failure. (c) Unless the Agent shall have received notice from a Bank prior to 1:00 p.m. (New York time) on the requested date, if such Bank has received the notice from the Agent contemplated by Section 1.02 (a) in a timely fashion, for the making of any Loans that such Bank Loan will not make available be duly repaid), whereupon the amount of the requested Loan will be reduced to the Agent undrawn Commitment, and (ii) the Loans Bank is unable to accept the Borrower’s requested Maturity Date due to its inability to obtain funding for the relevant maturity on commercially reasonable terms, whereupon the Maturity Date of the Loan will be made by such Bank on such date, the Agent may assume that such Bank has made such Loans available to the Agent on such date in accordance with Section 1.02(b) and the Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount on behalf of such Bank. If and to the extent such Bank shall not have so made available to the Agent the Loans requested to as may be made by such Bank on such date and the Agent shall have so made available to the Borrower a corresponding amount on behalf of such Bank, such Bank shall, on demand, pay to the Agent such corresponding amount together with interest thereon, at the Federal Funds Rate, for each day from the date such amount shall have been so made available determined by the Agent to the Borrower until the date such amount shall have been repaid to the Agent. If such Bank does not pay such corresponding amount promptly upon the Agent's demand therefor, the Agent shall promptly notify the Borrower, and the Borrower shall immediately repay such corresponding amount to the Agent together with accrued interest thereon at the applicable rate or rates provided in Section 1.03(a)Bank. (db) All Loans made available to the Agent in accordance with Section 1.02(b) Each Loan so requested shall be disbursed by the Agent Bank not later than 2:00 p.m. (New York time) on the requested date therefor (Tokyo time) in Dollars Yen in funds immediately available to the Borrower by credit to an account maintained in of the Borrower's name at the Agent's Office or in such other manner Borrower as may shall have been specified in the applicable notice of borrowing and as shall be acceptable to the AgentBank; provided that the Borrower hereby irrevocably directs the Bank to apply the proceed of any Loan to any amounts then due hereunder (including any unpaid principal amount of and interest accrued on any other Loan maturing on or prior to the date of disbursement of such Loan).

Manner of Borrowing. (a) The Borrower Company shall give written or telephonic notice to the Agent notice (which notice shall be irrevocableirrevocable once given and, if given by telephone, shall be promptly confirmed in writing) by no later than 12:00 noon 11:00 a.m. (New York Chicago time) on, in on the case of Base Rate and Federal Funds Rate Loans, date the Business Day of, and, in the case of LIBOR Rate Loans, the third LIBOR Business Day before, the requested date for the making of such Loans. Each such notice shall be in the form of Schedule 1.02 and shall specify (i) the requested date for the making of the requested Loans, which shall be, in the case of Base Rate and Federal Funds Rate Loans, a Business Day and, in the case of LIBOR Rate Loans, a LIBOR Business Day, (ii) the Kind or Kinds and Type or Types Company requests that any Borrowing of Loans requested be made to it under the Commitments, and (iii) the amount of each such Loan, the aggregate of which amounts for each Kind and Type of Loan requested by the Borrower shall be not less than the lesser of $500,000 and the maximum amount of that Kind of Loan that can then be borrowed by the Borrower hereunder. Upon receipt of any such notice, the Agent shall promptly notify each Bank of the contents thereof and Agent's receipt of each such notice. Each such notice shall specify the date of the amountBorrowing of Loans requested (which must be a Business Day, Kind and Type which date shall be at least three (3) Business Days subsequent to the date of each Loan such notice in the case of any Borrowing of Loans constituting a LIBOR Portion) and the amount of such Borrowing. Each Borrowing of Loans shall initially constitute part of the applicable Base Rate Portion except to be made the extent the Company has otherwise timely elected that such Borrowing constitute part of a LIBOR Portion as provided in Section 3 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 Bank on telephonic notice shall govern if the requested date specified therein. (b) Agent and the Banks have acted in reliance thereon. Not later than 1:00 p.m. (New York Chicago time) on each requested the date specified for the making any Borrowing of LoansLoans to be made hereunder, each Bank shall, if it has received shall make the notice from the Agent contemplated by Section 1.02 (a) in a timely fashion, make available to the Agent, in Dollars in funds immediately proceeds of its Loan comprising part of such Borrowing available to the 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 Agent's Officeprincipal office of the Agent in Chicago, Illinois, in immediately available funds, upon receipt by the Loans to be made by such Bank on such date. Any Bank's failure to make any Loan to be made by it on the requested date therefor shall not relieve any other Agent from each Bank of its obligation to make any Loan to be made by pro rata share of such other Bank on such date, but such other Bank shall not be liable for such failure. (c) Borrowing. Unless the Agent shall have received notice from been notified by a Bank prior to 1:00 p.m. (New York Chicago time) on the requested date, if such Bank has received the notice from the Agent contemplated by Section 1.02 (a) in date a timely fashion, for the making of any Loans Borrowing is to be made hereunder that such Bank will does not intend to make its pro rata share of such Borrowing available to the Agent the Loans requested to be made by such Bank on such dateAgent, the Agent may assume that such Bank has made such Loans share available to the Agent on such date in accordance with Section 1.02(b) and the Agent in its sole discretion may, may (but shall not be obligated to) in reliance upon such assumption, assumption make available to the Borrower on such date Company a corresponding amount on behalf of such Bankamount. If and to the extent such Bank shall corresponding amount is not have so in fact made available to the Agent the Loans requested to be made by such Bank on such date and the Agent has made such amount available to the Company, the Agent shall have so be entitled to receive such amount from such Bank forthwith upon its demand, together with interest thereon in respect of each day during the period commencing on the date such amount was made available to the Borrower a corresponding amount Company and ending on behalf of such Bank, such Bank shall, on demand, pay to but excluding the date the Agent recovers such corresponding amount together with interest thereon, at the Federal Funds Rate, for each day a rate per annum equal to (x) from the date such amount shall have been so made available by the related payment was due to the Agent to the Borrower until date two (2) Business Days after the date such amount shall have been repaid to the Agent. If such Bank does not pay such corresponding amount promptly upon the Agent's demand thereforpayment was due, the Agent shall promptly notify Federal Funds Rate for such day (or in the Borrowercase of a day which is not a Business Day, then for the preceding day) and the Borrower shall immediately repay (y) thereafter until payment of such corresponding amount to the Agent together with accrued interest thereon at the applicable rate or rates provided in Section 1.03(a). (d) All Loans made available to the Agent in accordance with Section 1.02(b) shall be disbursed is received by the Agent not later than 2:00 p.m. (New York time) on from such Bank, the requested date therefor Base Rate as from time to time in Dollars in funds immediately available to the Borrower by credit to an account maintained in the Borrower's name at the Agent's Office or in such other manner as may have been specified in the applicable notice and as shall be acceptable to the Agenteffect.

Manner of Borrowing. (a) The For each requested Revolving Loan, Borrower shall give the Agent Lender prior notice (a “Notice of Borrowing”) specifying the date of a requested borrowing (which shall must be irrevocablea Business Day) and the amount thereof. A Notice of Borrowing may be in writing or given orally by a Responsible Officer on the same day it wishes a Revolving Loan to be made; provided that said Notice of Borrowing is received by Lender no later than 12:00 noon (New York time) on, in the case of Base Rate and Federal Funds Rate Loans, the Business Day of, and, in the case of LIBOR Rate Loans, the third LIBOR Business Day before, the requested date for the making of such Loans. Each such notice shall be in the form of Schedule 1.02 and shall specify (i) the requested date for the making of the requested Loans, which shall be, in the case of Base Rate and Federal Funds Rate Loans, a Business Day and, in the case of LIBOR Rate Loans, a LIBOR Business Day, (ii) the Kind or Kinds and Type or Types of Loans requested and (iii) the amount of each such Loan, the aggregate of which amounts for each Kind and Type of Loan requested by the Borrower shall be not less than the lesser of $500,000 and the maximum amount of that Kind of Loan that can then be borrowed by the Borrower hereunder. Upon receipt of any such notice, the Agent shall promptly notify each Bank of the contents thereof and of the amount, Kind and Type of each Loan to be made by such Bank on the requested date specified therein. (b) Not later than 1:00 2:00 p.m. (New York time) on each requested date for the making of Loans, each Bank shall, if it has received the notice from the Agent contemplated by Section 1.02 (a) in a timely fashion, make available to the Agent, in Dollars in funds immediately available to the Agent at the Agent's Office, the Loans to be made by such Bank on such date. Any Bank's failure to make any Loan to be made by it on the requested date therefor shall not relieve any other Bank of its obligation to make any Loan to be made by such other Bank on such date, but such other Bank shall not be liable for such failure. (c) Unless the Agent shall have received notice from a Bank prior to 1:00 p.m. (New York Walla Walla time) on the date of the requested dateborrowing; provided, if such Bank has received the notice from the Agent contemplated further, that, any request given orally shall be confirmed by Section 1.02 (a) Borrower in a timely fashion, for the making of any Loans that such Bank will not make available writing or by e-mail delivered to the Agent the Loans requested to be made by such Bank on such date, the Agent may assume that such Bank has made such Loans available to the Agent on such date in accordance with Section 1.02(b) and the Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount on behalf of such Bank. If and to the extent such Bank shall not have so made available to the Agent the Loans requested to be made by such Bank on such date and the Agent shall have so made available to the Borrower a corresponding amount on behalf of such Bank, such Bank shall, on demand, pay to the Agent such corresponding amount together with interest thereon, at the Federal Funds Rate, for each day from the date such amount shall have been so made available by the Agent to the Borrower until the date such amount shall have been repaid to the Agent. If such Bank does not pay such corresponding amount promptly upon the Agent's demand therefor, the Agent shall promptly notify the Borrower, and the Borrower shall immediately repay such corresponding amount to the Agent together with accrued interest thereon at the applicable rate or rates provided in Section 1.03(a). (d) All Loans made available to the Agent in accordance with Section 1.02(b) shall be disbursed by the Agent Lender not later than 2:00 p.m. (New York Walla Walla time) on the date such oral request is made. Each Notice of Borrowing shall be irrevocable and shall be deemed to constitute a representation and warranty by Borrower that (a) as of the date of such Notice of Borrowing the statements set forth in Article 4 are true and correct in all material respects (subject to any waivers of the terms thereof then in effect in accordance with the terms of this Agreement); and (b) no Default or Event of Default shall have occurred and is continuing or will result from disbursement of the requested date therefor Revolving Loan. Each Revolving Loan requested by Borrower under this Section 2.2 shall be in an amount that is an integral multiple of Five Thousand Dollars ($5,000) and not less than Twenty-five Thousand Dollars ($25,000). Upon fulfillment to Lender’s satisfaction of the applicable conditions set forth in this Section 2.2 and in Article 3, Lender will promptly make such funds immediately available to the Borrower by credit to depositing them into an account maintained in the Borrower's name by Borrower at the Agent's Office or in such other manner as may have been specified in the applicable notice and as shall be acceptable to the AgentLender’s main office, Walla Walla, Washington.

Manner of Borrowing. (a) The Borrower shall give the Agent notice (which shall be irrevocable) no later than 12:00 noon 10:00 a.m. (New York time) on, in the case of Base Rate and Federal Funds Rate Loans (other than Swing Loans), the Business Day of, before the requested date for the making of such Loans and, in the case of LIBOR Eurodollar Rate Loans, the third LIBOR Eurodollar Business Day before, before the requested date for the making of such Loans; provided, that no Eurodollar Rate Loan shall be made on or before the earlier of the date that is 90 days following the Restated Agreement Date and the date on which the general syndication of the credit facility provided for herein is completed, as specified by The Bank of New York and Bankers Trust Company, other than Eurodollar Rate Loans having a one-month Interest Period. Each such notice shall be in the form of Schedule 1.02 and shall specify (i) whether the requested Loans are Term A Loans, Term B Loans, RC A Loans or RC B Loans, (ii) the requested date for the making of the requested Loans, which shall be, in the case of Base Rate and Federal Funds Rate Loans, a Business Day and, in the case of LIBOR Eurodollar Rate Loans, a LIBOR Eurodollar Business Day, (iiiii) the Kind or Kinds and Type or Types of Loans requested and (iiiiv) the amount of each such Type of Loan, the aggregate of which amounts for each Kind and Type of Loan requested by the Borrower amount shall be not less than than, in the lesser case of Base Rate Loans, $500,000 or an integral multiple of $500,000 and 100,000 in excess thereof and, in the maximum case of Eurodollar Rate Loans, $1,000,000 or an integral multiple of $250,000 in excess thereof, or the aggregate amount of that Kind of Loan that can then be borrowed by the Borrower hereunderapplicable unused Commitments, as the case may be. Upon receipt of any such notice, the Agent shall promptly notify each Bank of the contents thereof and of the amount, Kind amount and Type of each Loan to be made by such Bank on the requested date specified therein. (b) Not later than 1:00 p.m. 11:00 a.m. (New York time) on each requested date for the making of Loans (other than Swing Loans), each Bank shall, if it has received the notice from the Agent contemplated by Section 1.02 (a) in a timely fashion, shall make available to the Agent, in Dollars in funds immediately available to the Agent at the Agent's Office, the Loans to be made by such Bank on such date. Any Bank's failure to make any Loan to be made by it on the requested date therefor shall not relieve any other Bank of its obligation to make any Loan to be made by such other Bank on such date, but such other Bank shall not be liable for such failure. (c) Unless the Agent shall have received notice from a Bank prior to 1:00 p.m. 10:00 a.m. (New York time) on the requested date, if such Bank has received the notice from the Agent contemplated by Section 1.02 (a) in a timely fashion, date for the making of any Loans that such Bank will not make available to the Agent the Loans requested to be made by such Bank on such date, the Agent may assume that such Bank has made such Loans available to the Agent on such date in accordance with Section 1.02(b) and the Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount on behalf of such Bank. If and to the extent such Bank shall not have so made available to the Agent the Loans requested to be made by such Bank on such date and the Agent shall have so made available to the Borrower a corresponding amount on behalf of such Bank, such Bank shall, on demand, pay to the Agent such corresponding amount together with interest thereon, at the Federal Funds Rate, for each day from the date such amount shall have been so made available by the Agent to the Borrower until the date such amount shall have been repaid to the Agent, at the Federal Funds Rate until (and including) the third Business Day after demand is made and thereafter at the Base Rate. If such Bank does not pay such corresponding amount promptly upon the Agent's demand therefor, the Agent shall promptly notify the Borrower, Borrower and the such Borrower shall immediately repay such corresponding amount to the Agent together with accrued interest thereon at the applicable rate or rates provided in Section 1.03(a1.04(a). (d) All Loans made available to the Agent in accordance with Section 1.02(b) or Section 1.02(c) shall be disbursed by the Agent not later than 2:00 1:00 p.m. (New York time) on the requested date therefor in Dollars in funds immediately available to the Borrower by credit to an account maintained in the Borrower's name of such Borrower at the Agent's Office or in such other manner as may have been specified in the applicable notice and as shall be acceptable to the Agent.

Manner of Borrowing. (a) The Borrower shall give the Agent Bank notice (which shall be irrevocable) no later than 12:00 noon 2:00 p.m. (New York California time) on, in on the case of Base Rate and Federal Funds Rate Loans, the third Business Day of, and, in the case of LIBOR Rate Loans, the third LIBOR Business Day before, before the requested date for the making of any Loan (such Loansthird Business Day being called the “Notification Date”). Each such notice of borrowing shall be in the form of Schedule 1.02 and shall specify (ia) the requested date for the making of the requested LoansLoan, which shall be, in the case of Base Rate and Federal Funds Rate Loans, be a Business Day and, in the case of LIBOR Rate Loans, a LIBOR Business Day, (iib) the Kind or Kinds and Type or Types account to which proceeds of Loans the Loan will be remitted, (c) the Maturity Date for such Loan requested pursuant to Section 1.04, and (iiid) the amount of each such Loan, the aggregate Dollar Equivalent of which amounts for each Kind and Type (determined as of Loan requested by the Borrower Notification Date) shall not be not less than the lesser of $500,000 and (unless the maximum requested Loan is for the entire undrawn amount of that Kind of Loan that can the Commitment then be borrowed by the Borrower available for borrowing hereunder). Upon receipt of any such notice, the Agent shall promptly notify each Bank of the contents thereof and of the amount, Kind and Type of each Loan to be made by such Bank on the requested date specified therein. (b) Not later than 1:00 p.m. (New York time) on each the second Business Day before the requested date for the making of Loanssuch Loan, each the Bank shallwill determine the Dollar Equivalent of the amount of the requested Loan as of the Notification Date, and notify the Borrower if it has received (i) the notice from requested amount of the Agent contemplated by Section 1.02 Loan would exceed the undrawn Commitment (a) in a timely fashiondetermined as of the Notification Date, make available but assuming that all other Loans which are scheduled to mature on or prior to the Agent, in Dollars in funds immediately available to the Agent at the Agent's Office, the Loans to be made by such Bank on such date. Any Bank's failure to make any Loan to be made by it on the date requested date therefor shall not relieve any other Bank of its obligation to make any Loan to be made by such other Bank on such date, but such other Bank shall not be liable for such failure. (c) Unless the Agent shall have received notice from a Bank prior to 1:00 p.m. (New York time) on the requested date, if such Bank has received the notice from the Agent contemplated by Section 1.02 (a) in a timely fashion, for the making of any Loans that such Bank Loan will not make available be duly repaid), whereupon the amount of the requested Loan will be reduced to the Agent undrawn Commitment, and (ii) the Loans Bank is unable to accept the Borrower’s requested Maturity Date due to be made by such Bank its inability to obtain funding for the relevant maturity on such datecommercially reasonable terms, the Agent may assume Bank shall promptly inform the Borrower of such fact and shall provide Borrower with information respecting the terms that such the Bank has made such Loans available could in fact obtain with respect to the Agent on such date proposed Loan (which terms Borrower may accept or reject in accordance with Section 1.02(b) and the Agent in exercise of its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount on behalf of such Bank. If and to the extent such Bank shall not have so made available to the Agent the Loans requested to be made by such Bank on such date and the Agent shall have so made available to the Borrower a corresponding amount on behalf of such Bank, such Bank shall, on demand, pay to the Agent such corresponding amount together with interest thereon, at the Federal Funds Rate, for each day from the date such amount shall have been so made available by the Agent to the Borrower until the date such amount shall have been repaid to the Agent. If such Bank does not pay such corresponding amount promptly upon the Agent's demand therefor, the Agent shall promptly notify the Borrower, and the Borrower shall immediately repay such corresponding amount to the Agent together with accrued interest thereon at the applicable rate or rates provided in Section 1.03(areasonable discretion). (db) All Loans made available to the Agent in accordance with Section 1.02(b) Each Loan so requested shall be disbursed by the Agent Bank not later than 2:00 p.m. (New York time) on the requested date therefor (Tokyo time) in Dollars Yen in funds immediately available to the Borrower by credit to an account maintained in of the Borrower's name at the Agent's Office or in such other manner Borrower as may shall have been specified in the applicable notice of borrowing and as shall be acceptable to the AgentBank; provided that the Borrower hereby irrevocably directs the Bank to apply the proceed of any Loan to any amounts then due hereunder (including any unpaid principal amount of and interest accrued on any other Loan maturing on or prior to the date of disbursement of such Loan).

Manner of Borrowing. (a) The Borrower shall give the Administrative Agent notice (which shall be irrevocable) no later than 12:00 noon 10:00 a.m. (New York time) on, in the case of Base Rate and Federal Funds Rate Loans, the Business Day of, and, in the case of LIBOR Eurodollar Rate Loans, the third LIBOR Eurodollar Business Day beforeDay, before the requested date for the making of such Loans. Each such notice shall be in the form of Schedule 1.02 and shall specify specify (i) in the case of the initial Loans, whether such Loans are Tranche A Loans or Tranche B Loans (or a combination thereof), (ii) the requested date for the making of the requested Loans, which shall be, in the case of Base Rate and Federal Funds Rate Loans, a Business Day and, in the case of LIBOR Eurodollar Rate Loans, a LIBOR Eurodollar Business Day, (iiiii) the Kind or Kinds and Type or Types of Loans requested and (iiiiv) the amount of each such Type of Loan, the aggregate amount of which amounts for each Kind and Type of Loan requested by the Borrower shall be not less than the lesser $5,000,000 or any integral multiple of $500,000 and 1,000,000 in excess thereof or the maximum amount of that Kind of Loan that can then be borrowed by the Borrower hereunderunused Total Tranche A Commitment or Total Tranche B Commitment, as applicable. Upon receipt of any such notice, the Administrative Agent shall promptly notify each Bank of the contents thereof and thereof, of the amount, Kind amount and Type of each Loan to be made by such Bank on the requested date specified thereintherein and whether such Loan is a Tranche A Loan or a Tranche B Loan (or a combination thereof). (b) Not later than 1:00 p.m. 12:00 noon (New York time) on each requested date for the making of Loans, each Bank shall, if it has received the notice from the Agent contemplated by Section 1.02 (a) in a timely fashion, shall make available to the Administrative Agent, in Dollars in funds immediately available to the Administrative Agent at the Administrative Agent's Office, the Loans to be made by such Bank on such date. Any The obligations of the Banks hereunder are several and, accordingly, any Bank's failure to make any Loan to be made by it on the requested date therefor shall not relieve any other Bank of its obligation to make any Loan to be made by such other Bank on such date, but such other Bank shall not be liable for such failure. (c) Unless the Agent shall have received notice from a Bank prior to 1:00 p.m. (New York time) on the requested date, if such Bank has received the notice from the Agent contemplated by Section 1.02 (a) in a timely fashion, for the making of any Loans that such Bank will not make available to the Agent the Loans requested to be made by such Bank on such date, the Agent may assume that such Bank has made such Loans available to the Agent on such date in accordance with Section 1.02(b) and the Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount on behalf of such Bank. If and to the extent such Bank shall not have so made available to the Agent the Loans requested to be made by such Bank on such date and the Agent shall have so made available to the Borrower a corresponding amount on behalf of such Bank, such Bank shall, on demand, pay to the Agent such corresponding amount together with interest thereon, at the Federal Funds Rate, for each day from the date such amount shall have been so made available by the Agent to the Borrower until the date such amount shall have been repaid to the Agent. If such Bank does not pay such corresponding amount promptly upon the Agent's demand therefor, the Agent shall promptly notify the Borrower, and the Borrower shall immediately repay such corresponding amount to the Administrative Agent together with accrued interest thereon at the applicable rate or rates provided in Section 1.03(a); provided, however, that, with respect to such repayment, the Borrower shall have no liability with respect to losses, costs or expenses otherwise compensable under Section 7.04 in connection therewith. (d) All Loans made available to the Administrative Agent in accordance with Section 1.02(b) shall be disbursed by the Administrative Agent not later than 2:00 3:00 p.m. (New York time) on the requested date therefor in Dollars in funds immediately available to the Borrower by credit to an account maintained in of the Borrower's name Borrower at the Administrative Agent's Office or in such other manner as may have been specified in the applicable notice and as shall be acceptable to the Administrative Agent.

Manner of Borrowing. (a) The Borrower shall give the Agent notice (which shall be irrevocable) no later than 12:00 noon (New York time) 11:00 A.M. on, in the case of Base Rate and Federal Funds Rate Loans, the Business Day ofbefore the requested date for the making of such Loans, and, in the case of LIBOR Eurodollar Rate Loans, the third LIBOR Eurodollar Business Day before, before the requested date for the making of such Loans. Each such notice shall be in the form of Schedule 1.02 2.02 and shall specify (i) the requested date for the making of the requested Loans, which (x) shall be, in the case of Base Rate and Federal Funds Rate Loans, a Business Day and, in the case of LIBOR Eurodollar Rate Loans, a LIBOR Eurodollar Business DayDay and (y) shall not be a day during a Clean-Up Period, (ii) the Kind or Kinds and Type or Types of Loans requested and requested, (iii) the amount of each such Type of Loan, and (iv) the aggregate of which amounts Interest Period, if any, for each Kind and Type of Loan requested by the Borrower shall be not less than the lesser of $500,000 and the maximum amount of that Kind of Loan that can then be borrowed by the Borrower hereundersuch Loans. Upon receipt of any such notice, the Agent shall promptly notify each Bank of the contents thereof and of the amount, Kind amount and Type of each Loan to be made by such Bank on the requested date specified therein. (b) Not later than 1:00 p.m. (New York time) 12:00 noon on each requested date for the making of Loans, each Bank shall, if it has received the notice from the Agent contemplated by Section 1.02 (a2.02(a) on or prior to its close of business on, in a timely fashionthe case of Base Rate Loans, the Business Day, and, in the case of Eurodollar Rate Loans, the third Eurodollar Business Day, before such date, make available to the Agent, in Dollars in funds immediately available to the Agent at the Agent's ’s Office, the Loans to be made by such Bank on such date. Any Bank's ’s failure to make any Loan to be made by it on the requested date therefor shall not relieve any other Bank of its obligation to make any Loan to be made by such other Bank on such date, but such other Bank shall not be liable for such failure. (c) Unless the Agent shall have received notice from a Bank prior to 1:00 p.m. (New York time) 10:00 A.M. on the requested date, if such Bank has received the notice from the Agent contemplated by Section 1.02 (a) in a timely fashion, date for the making of any Loans that such Bank will not make available to the Agent the Loans requested to be made by such Bank on such date, the Agent may assume that such Bank has made such Loans available to the Agent on such date in accordance with Section 1.02(b2.02(b) and the Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount on behalf of such Bank. If and to the extent such Bank shall not have so made available to the Agent the Loans requested to be made by such Bank on such date and the Agent shall have so made available to the Borrower a corresponding amount on behalf of such Bank, such Bank shall, on demand, pay to the Agent such corresponding amount together with interest thereon, at the Federal Funds Rate, for each day from the date such amount shall have been so made available by the Agent to the Borrower until the date such amount shall have been repaid to the Agent, at the Federal Funds Rate until (and including) the third Business Day after demand is made and thereafter at the Base Rate. If such Bank does not pay such corresponding amount promptly upon the Agent's ’s demand therefor, the Agent shall promptly may notify the Borrower, Borrower and the Borrower shall immediately repay such corresponding amount to the Agent together with accrued interest thereon at the applicable rate or rates provided in Section 1.03(a)2.03. (d) All Loans made available to the Agent in accordance with Section 1.02(b2.02(b) shall be disbursed by the Agent not later than 2:00 p.m. (New York time) 1:00 P.M. on the requested date therefor in Dollars in funds immediately available to the Borrower by credit to an account maintained in of the Borrower's name Borrower at the Agent's ’s Office or in such other manner as may have been specified in the applicable notice and as shall be acceptable to the Agent. Notwithstanding the foregoing or any other provision contained herein, the proceeds of all Loans made available to the Agent shall be deposited directly by the Agent or, to the extent received by the Borrower, by the Borrower into the Revenue Account pursuant to Section 3.1(a) of the Depositary Agreement.

Manner of Borrowing. (a) The Borrower shall give the Agent notice (which shall be irrevocable) no later than 12:00 noon (New York time) on, in the case of Base Rate and Federal Funds Rate Loans, the Business Day ofbefore the requested date for the making of such Loans, and, in the case of LIBOR Eurodollar Rate Loans, the third LIBOR Eurodollar Business Day beforeDay, before the requested date for the making of such Loans. Each such notice shall be in the form of Schedule 1.02 2.02 and shall specify (i) the requested date for the making of the requested Loans, which shall be, be (x) in the case of Base Rate and Federal Funds Rate Loans, a Business Day and, in the case of LIBOR Eurodollar Rate Loans, a LIBOR Eurodollar Business DayDay and (y) shall not be a day during a Clean-Up Period, (ii) the Kind or Kinds and Type or Types of Loans requested and (iii) the amount of each such Loan, the aggregate of which amounts for each Kind and Type of Loan requested by the Borrower shall be not less than the lesser of $500,000 and the maximum amount of that Kind of Loan that can then be borrowed by the Borrower hereunderLoan. Upon receipt of any such notice, the Agent shall promptly notify each Bank of the contents thereof and of the amount, Kind amount and Type of each Loan to be made by such Bank on the requested date specified therein. (b) Not later than 1:00 p.m. (New York time) on each requested date for the making of Loans, each Bank shall, if it has received the notice from the Agent contemplated by Section 1.02 (a2.02(a) on or prior to its close of business on, in a timely fashionthe case of Base Rate Loans, the Business Day, and, in the case of Eurodollar Rate Loans, the third Eurodollar Business Day, before such date, make available to the Agent, in Dollars in funds immediately available to the Agent at the Agent's Office, the Loans to be made by such Bank on such date. Any Bank's failure to make any Loan to be made by it on the requested date therefor shall not relieve any other Bank of its obligation to make any Loan to be made by such other Bank on such date, but such other Bank shall not be liable for such failure. (c) Unless the Agent shall have received notice from a Bank prior to 1:00 p.m. (New York time) 10:00 a.m. on the requested date, if such Bank has received the notice from the Agent contemplated by Section 1.02 (a) in a timely fashion, date for the making of any Loans that such Bank will not make available to the Agent the Loans requested to be made by such Bank on such date, the Agent may assume that such Bank has made such Loans available to the Agent on 13 21 such date in accordance with Section 1.02(b2.02(b) and the Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount on behalf of such Bank. If and to the extent such Bank shall not have so made available to the Agent the Loans requested to be made by such Bank on such date and the Agent shall have so made available to the Borrower a corresponding amount on behalf of such Bank, such Bank shall, on demand, pay to the Agent such corresponding amount together with interest thereon, at the Federal Funds Rate, for each day from the date such amount shall have been so made available by the Agent to the Borrower until the date such amount shall have been repaid to the Agent, at the Federal Funds Rate until (and including) the third Business Day after demand is made and thereafter at the Base Rate. If such Bank does not pay such corresponding amount promptly upon the Agent's demand therefor, the Agent shall promptly may notify the Borrower, Borrower and the Borrower shall immediately repay such corresponding amount to the Agent together with accrued interest thereon at the applicable rate or rates provided in Section 1.03(a2.03(a). (d) All Loans made available to the Agent in accordance with Section 1.02(b2.02(b) shall be disbursed by the Agent not later than 2:00 p.m. (New York time) on the requested date therefor in Dollars in funds immediately available to the Borrower by credit to an account maintained in of the Borrower's name Borrower at the Agent's Office or in such other manner as may have been specified in the applicable notice and as shall be acceptable to the Agent.

Manner of Borrowing. (a) The Borrower Company shall give the Agent written notice (which shall be irrevocable) no later than 12:00 noon 10:00 a.m. (New York Washington, D.C. time) on, in on the case of Base Rate and Federal Funds Rate Loans, the day that is one Business Day of, and, in the case of LIBOR Rate Loans, the third LIBOR Business Day before, prior to the requested date for the making of such Loans. Each such notice shall be in the form of Schedule 1.02 and shall specify (i) the requested date for the making of the requested Loans, which shall be, in the case of Base Rate and Federal Funds Rate Loans, a Business Day and, in the case of LIBOR Rate Loans, a LIBOR Business Day, (ii) the Kind or Kinds and Type or Types of Loans requested and (iii) the amount of each such Loan, the aggregate of which amounts for each Kind and Type of Loan requested by the Borrower shall be not less than the lesser of $500,000 and the maximum amount of that Kind of Loan that can then be borrowed by the Borrower hereunder. Upon receipt of any such notice, the Agent shall promptly deliver a copy hereof to each Lender 2 and promptly notify each Bank Lender of the contents thereof and of the amount, Kind and Type amount of each Loan to be made by such Bank Lender on the requested date specified therein. (b) Not later than 1:00 p.m. (New York Washington, D.C. time) on each requested date for the making of Loans, each Bank Lender shall, if it has received the timely notice from the Agent contemplated by Section 1.02 (a) of the request for Loans, and if the conditions specified in a timely fashionArticle 2 have been satisfied, make available to the Agent, in Dollars in funds immediately available to the Agent at the Agent's Office, the Loans to be made by such Bank Lender on such date. Any BankLender's failure to make any Loan to be made by it on the requested date therefor shall not relieve any other Bank Lender of its obligation to make any Loan to be made by such other Bank Lender on such date, but such other Bank Lenders shall not be liable for such failure. (c) Unless the Agent shall have received notice from a Bank Lender prior to 1:00 p.m. (New York Washington, D.C. time) on the requested date, if such Bank has received the notice from the Agent contemplated by Section 1.02 (a) in a timely fashion, date for the making of any Loans that such Bank Lender will not make available to the Agent the Loans requested to be made by such Bank Lender on such date, the Agent may assume that such Bank Lender has made such Loans available to the Agent on such date in accordance with Section 1.02(b) 1.2(b), and the Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower Company on such date a corresponding amount on behalf of such BankLender. If and to the extent such Bank Lender shall not have so made make available to the Agent the Loans requested to be made by such Bank Lender on such date and the Agent shall have so has made available to the Borrower Company a corresponding amount on behalf of such BankLender, such Bank Lender shall, on demand, pay to the Agent such corresponding amount together with interest thereon, at the Federal Funds Rate, for each day from the date such amount shall have been so was made available by the Agent to the Borrower Company until the date such amount shall have been is repaid to the Agent. If such Bank Lender does not pay such corresponding amount promptly upon the Agent's demand therefor, the Agent shall promptly notify the Borrower, Company and the Borrower shall immediately Company shall, as promptly as practicable, but in any event within 30 Business Days of such notification, repay such corresponding amount to the Agent together with accrued interest thereon at the applicable rate or rates provided in Section 1.03(a1.3(a). (d) All Loans made available to the Agent in accordance with Section 1.02(b1.2(b) shall be disbursed by the Agent not later than 2:00 p.m. (New York Washington, D.C. time) on the requested date therefor in Dollars in funds immediately available to the Borrower by credit to an account maintained in the Borrower's name at the Agent's Office or in such other manner as may have been specified in the applicable notice and as shall be acceptable to the Agent.the

Manner of Borrowing. (a) The Borrower shall give the Administrative Agent notice (which shall be irrevocable) no later than 12:00 noon 10:00 a.m. (New York time) on, in the case of Base Rate and Federal Funds Rate Loans (other than Swing Loans), the Business Day of, before the requested date for the making of such Loans and, in the case of LIBOR Eurodollar Rate Loans, the third LIBOR Eurodollar Business Day before, before the requested date for the making of such Loans. Each such notice shall be in the form of Schedule 1.02 and shall specify (i) the requested date for the making of the requested Loans, which shall be, in the case of Base Rate and Federal Funds Rate Loans, a Business Day and, in the case of LIBOR Eurodollar Rate Loans, a LIBOR Eurodollar Business Day, (ii) the Kind or Kinds and Type or Types of Loans requested and (iii) the amount of each such Type of Loan, the aggregate of which amounts for each Kind and Type of Loan requested by the Borrower amount shall be not less than than, in the lesser case of Base Rate Loans, $500,000 or an integral multiple of $500,000 and 100,000 in excess thereof and, in the maximum case of Eurodollar Rate Loans, $1,000,000 or an integral multiple of $250,000 in excess thereof, or the aggregate amount of that Kind of Loan that can then be borrowed by the Borrower hereunderapplicable unused Commitments, as the case may be. Upon receipt of any such notice, the Administrative Agent shall promptly notify each Bank of the contents thereof and of the amount, Kind amount and Type of each Loan to be made by such Bank on the requested date specified therein. (b) Not later than 1:00 p.m. 11:00 a.m. (New York time) on each requested date for the making of Loans (other than Swing Loans), each Bank shall, if it has received the notice from the Agent contemplated by Section 1.02 (a) in a timely fashion, shall make available to the Administrative Agent, in Dollars in funds immediately available to the Administrative Agent at the Administrative Agent's Office, the Loans to be made by such Bank on such date. Any Bank's failure to make any Loan to be made by it on the requested date therefor shall not relieve any other Bank of its obligation to make any Loan to be made by such other Bank on such date, but such other Bank shall not be liable for such failure. (c) Unless the Administrative Agent shall have received notice from a Bank prior to 1:00 p.m. 10:00 a.m. (New York time) on the requested date, if such Bank has received the notice from the Agent contemplated by Section 1.02 (a) in a timely fashion, date for the making of any Loans that such Bank will not make available to the Administrative Agent the Loans requested to be made by such Bank on such date, the Administrative Agent may assume that such Bank has made such Loans available to the Administrative Agent on such date in accordance with Section 1.02(b) and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount on behalf of such Bank. If and to the extent such Bank shall not have so made available to the Administrative Agent the Loans requested to be made by such Bank on such date and the Administrative Agent shall have so made available to the Borrower a corresponding amount on behalf of such Bank, such Bank shall, on demand, pay to the Administrative Agent such corresponding amount together with interest thereon, at the Federal Funds Rate, for each day from the date such amount shall have been so made available by the Administrative Agent to the Borrower until the date such amount shall have been repaid to the Administrative Agent, at the Federal Funds Rate until (and including) the third Business Day after demand is made and thereafter at the Base Rate. If such Bank does not pay such corresponding amount promptly upon the Administrative Agent's demand therefor, the Administrative Agent shall promptly notify the Borrower, Borrower and the such Borrower shall immediately repay such corresponding amount to the Administrative Agent together with accrued interest thereon at the applicable rate or rates provided in Section 1.03(a1.04(a). (d) All Loans made available to the Administrative Agent in accordance with Section 1.02(b) or Section 1.02(c) shall be disbursed by the Administrative Agent not later than 2:00 1:00 p.m. (New York time) on the requested date therefor in Dollars in funds immediately available to the Borrower by credit to an account maintained in of the Borrower's name Borrower at the Administrative Agent's Office or in such other manner as may have been specified in the applicable notice and as shall be acceptable to the Administrative Agent.

Manner of Borrowing. (a) The Borrower In addition to any notice required by Section 1.3(f) of this Agreement, the Company shall give telephonic, telex or telecopy notice to the Agent notice (which notice, if telephonic, shall be irrevocablepromptly confirmed in writing) no later than 12:00 noon 11:00 a.m. (New York Chicago time) on, in on the case date the Banks are requested to make a borrowing of Base Rate and Federal Funds Rate Loans, the Business Day of, and, in the case of LIBOR Rate Loans, the third LIBOR Business Day before, the requested date for the making of such LoansTerm Loans available hereunder. Each such notice shall be in specify the form of Schedule 1.02 and shall specify (i) the requested date for the making of the requested Loans, which shall be, in the case of Base Rate proposed borrowing and Federal Funds Rate Loans, a Business Day and, in the case of LIBOR Rate Loans, a LIBOR Business Day, (ii) the Kind or Kinds and Type or Types of Loans requested and (iii) the amount of each such Loanborrowing. The Company agrees that the Agent may rely on any such telephonic, telex or telecopy notice given by any person who the aggregate Agent believes is authorized to give such notice without the necessity of which amounts for each Kind independent investigation and Type in the event any notice by such means conflicts with the written confirmation, such notice shall govern if any Bank has acted in reliance thereon. The Agent shall, no later than 12:30 p.m. (Chicago time) on the day any such notice is received by it, give telephonic, telex or telecopy (if telephonic, to be confirmed in writing within one Business Day) notice of Loan requested by the Borrower shall be not less than the lesser of $500,000 and the maximum amount of that Kind of Loan that can then be borrowed by the Borrower hereunder. Upon receipt of any such notice, notice from the Agent shall promptly notify Company hereunder to each Bank of the contents thereof and of the amount, Kind and Type of each Loan to be made by such Bank on the requested date specified thereinBanks. (b) Subject to the provisions of Section 6 hereof, the proceeds of each Term Loan shall be made available to the Company at the principal office of the Agent in Chicago, Illinois, in immediately available funds, on the date such Term Loan is requested to be made. Not later than 1:00 2:00 p.m. (New York Chicago time) , on each requested the date specified for the making of Loans, each Bank shall, if it has received the notice from the Agent contemplated by Section 1.02 (a) in a timely fashion, make available to the Agent, in Dollars in funds immediately available to the Agent at the Agent's Office, the Loans to be made by such Bank on such date. Any Bank's failure to make any Term Loan to be made by it on the requested date therefor shall not relieve any other Bank of its obligation to make any Loan to be made by such other Bank on such datehereunder, but such other each Bank shall not be liable for make its portion of such failureTerm Loan available to the Company in immediately available funds at the principal office of the Agent. (c) Unless the Agent shall have received notice from been notified by a Bank prior to 1:00 p.m. (New York Chicago time) on the requested date, if such Bank has received the notice from the Agent contemplated by Section 1.02 (a) in date a timely fashion, for the making of any Loans that such Bank will not make available to the Agent the Loans requested Term Loan is to be made by such Bank on (which notice shall be effective upon receipt) that such dateBank does not intend to make the proceeds of such Term Loan available to the Agent, the Agent may assume that such Bank has made such Loans proceeds available to the Agent on such date in accordance with Section 1.02(b) and the Agent in its sole discretion may, may in reliance upon such assumption, assumption (but shall not be required to) make available to the Borrower on such date Company a corresponding amount on behalf of such Bankamount. If and to the extent such Bank shall corresponding amount is not have so in fact made available to the Agent the Loans requested to be made by such Bank on such date and Bank, the Agent shall have so be entitled to receive such amount on demand from such Bank (or, if such Bank fails to pay such amount forthwith upon such demand, to recover such amount, together with interest thereon at the rate otherwise applicable thereto under Section 1.3 hereof, from the Company) together with interest thereon in respect of each day during the period commencing on the date such amount was made available to the Borrower Company and ending on the date the Agent recovers such amount, at a corresponding amount on behalf of such Bank, such Bank shall, on demand, pay rate per annum equal to the effective rate charged to the Agent such corresponding amount together for overnight Federal funds transactions with interest thereon, at member banks of the Federal Funds Rate, Reserve System for each day from the date such amount shall have been so made available day, as determined by the Agent to (or, in the Borrower until case of a day which is not a Business Day, then for the date such amount shall have been repaid to preceding Business Day) (the Agent"FED FUNDS RATE"). If such Bank does not pay such corresponding amount promptly upon the Agent's demand therefor, the Agent shall promptly notify the Borrower, and the Borrower shall immediately repay such corresponding amount to the Agent together with accrued interest thereon at the applicable rate or rates provided Nothing in this Section 1.03(a). (d) All Loans made available to the Agent in accordance with Section 1.02(b1.5(c) shall be disbursed by deemed to permit any Bank to breach its obligations to make Term Loans under the Agent not later than 2:00 p.m. (New York time) on Term Credit or to limit the requested date therefor in Dollars in funds immediately available to the Borrower by credit to an account maintained in the BorrowerCompany's name at the Agent's Office or in claims against any Bank for such other manner as may have been specified in the applicable notice and as shall be acceptable to the Agentbreach.

Manner of Borrowing. (a) The Borrower shall give the Agent notice (which shall be irrevocable) no later than 12:00 noon (New York time) on, in 10:00 a.m. on the case of Base Rate and Federal Funds Rate Loans, the third Eurodollar Business Day of, and, in before the case of LIBOR Rate Loans, the third LIBOR Business Day before, the requested date for the making of such LoansDelivery Date. Each such notice shall be in the form of Schedule 1.02 and shall specify (i) the requested date for the making of the requested LoansDelivery Date, which shall be, in the case of Base Rate and Federal Funds Rate Loans, be a Business Day and, in the case of LIBOR Rate Loans, a LIBOR Eurodollar Business Day, (iiiii) the Kind Type of Eurodollar Rate Loan or Kinds and Type or Types of Loans Fixed Rate Loan requested and (iiiiv) the amount of each such requested Loan, the aggregate amount of which amounts for each Kind and Type of Loan requested by the Borrower shall be not less more than the lesser of $500,000 [***] and the maximum amount of that Kind of Loan that can then be borrowed by under the Borrower hereunderCommitments, as applicable. Upon receipt of any such notice, the Agent shall promptly notify each Bank Lender of the contents thereof and of the amount, Kind amount and Type of each Loan to be made by such Bank Lender on the requested date specified thereinDelivery Date. [***] Represents material that has been omitted and filed separately with the Securities and Exchange Commission under a Confidental Treatment Request. (b) Not later than 1:00 p.m. (New York time) 11:00 a.m. on each requested date for the making of LoansDelivery Date, each Bank shall, if it has received the notice from the Agent contemplated by Section 1.02 (a) in a timely fashion, Lender shall make available to the Agent, in Dollars in funds immediately available to the Agent at the Agent's Office, the Loans Term Loan to be made by such Bank Lender on such date. Any BankLender's failure to make any Term Loan to be made by it on the requested date therefor Delivery Date shall not relieve any other Bank Lender of its obligation to make any Term Loan to be made by such other Bank Lender on such date, but such other Bank Lender shall not be liable for such failure. The obligations of the Lenders to make Term Loans hereunder are several and not joint. (c) Unless the Agent shall have received notice from a Bank Lender prior to 1:00 p.m. (New York time) 10:00 a.m. on the requested date, if such Bank has received the notice from the Agent contemplated by Section 1.02 (a) in a timely fashion, Delivery Date for the making of any Loans Term Loan that such Bank Lender will not make available to the Agent the Loans Term Loan requested to be made by such Bank Lender on such date, the Agent may assume that such Bank Lender has made such Loans Term Loan available to the Agent on such date in accordance with Section 1.02(b) and the Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date the Delivery Date a corresponding amount on behalf of such BankLender. If and to the extent such Bank Lender shall not have so made available to the Agent the Loans Term Loan requested to be made by such Bank on such date Lender and the Agent shall have so made available to the Borrower a corresponding amount on behalf of such BankLender, such Bank Lender shall, on demand, pay to the Agent such corresponding amount together with interest thereon, at the Federal Funds Rate, for each day from the date such amount shall have been so made available by the Agent to the Borrower until the date such amount shall have been repaid to the Agent, at the Eurodollar Rate until (and including) the third Business Day after demand is made and thereafter at the applicable rate of interest provided in Section 1.03(a). If such Bank Lender does not pay such corresponding amount promptly upon the Agent's demand therefor, the Agent shall promptly may notify the Borrower, Borrower and the Borrower shall immediately repay such corresponding amount to the Agent together with accrued interest thereon at the applicable rate or rates of interest provided in Section 1.03(a). (d) All Subject to the terms and conditions hereof, all Term Loans made available to the Agent in accordance with Section 1.02(b) shall be disbursed by the Agent not later than 2:00 p.m. (New York time) on the requested date therefor Delivery Date in Dollars in funds immediately available to the Borrower by credit to an account maintained in of AVSA; provided that, if the Borrower's name at aggregate amount of such Term Loans made available on such Delivery Date is greater than the Agent's Office balance of the purchase price owing to AVSA, the excess will be paid directly to the Borrower or its order or in such other manner as may have been specified in the applicable notice and as shall be acceptable to the Agent.

Manner of Borrowing. (a) The applicable Borrower shall give ------------------- the Administrative Agent notice (which shall be irrevocable) no later than 12:00 noon 11:00 a.m. (New York City time) onon (1) in the case of Eurocurrency Rate Loans to be made to the Company, the third Eurocurrency Business Day, (2) in the case of Eurocurrency Rate Loans to be made to Xpedite UK, the fourth Eurocurrency Business Day and (3) in the case of Base Rate and Federal Funds Rate LoansLoans to be made to the Company, the Business Day ofDay, and, in the case of LIBOR Rate Loans, the third LIBOR Business Day before, before the requested date for the making of such Loans. Each such notice shall be in the form of Schedule 1.02 and shall specify (i) the requested ------------- date for the making of the requested Loans, which shall bebe a Eurocurrency Business Day (or, in the case of Base Rate and Federal Funds Rate LoansLoans to be made to the Company, a Business Day and, in the case of LIBOR Rate Loans, a LIBOR Business Day), (ii) the Kind or Kinds and Type or Types of Loans requested and (iii) the amount of each such Type of Loan, the aggregate of which amounts for each Kind and Type all Types of Loan Loans requested by shall be, in the Borrower shall be not case of Loans made to the Company, $2,000,000 or any integral multiple of $1,000,000 in excess thereof, or, if less than $2,000,000, the lesser of $500,000 and the maximum aggregate amount of that Kind the unused Commitments and, in the case of Loan that can then be borrowed by Loans made to Xpedite UK, (Pounds)2,000,000 or any integral multiple of (Pounds)1,000,000 in excess thereof, or, if less than (Pounds)2,000,000, the Borrower hereunderaggregate amount of the unused Sterling Sub-limit. Upon receipt of any such notice, the Administrative Agent shall promptly notify each Bank of the contents thereof and of the amount, Kind amount and Type of each Loan to be made by such Bank on the requested date specified therein. (b) Not later than 1:00 p.m. 11:00 a.m. (New York City time) on each requested date for the making of Loans, each Bank shall, if it has received the notice from the Agent contemplated by Section 1.02 (a) in a timely fashion, shall make available to the Administrative Agent, in Dollars or Sterling, as the case may be, in funds immediately available to the Administrative Agent (or, in the case of Loans disbursed in Sterling, in funds as may then be customary for the settlement of international transactions in Sterling) at the Administrative Agent's Office, the Loans to be made by such Bank on such date. Any Bank's failure to make any Loan to be made by it on the requested date therefor shall not relieve any other Bank of its obligation to make any Loan to be made by such other Bank on such date, but such other Bank shall not be liable for such failure. (c) Unless the Administrative Agent shall have received notice from a Bank prior to 1:00 p.m. 10:00 a.m. (New York City time) on the requested date, if such Bank has received the notice from the Agent contemplated by Section 1.02 (a) in a timely fashion, date for the making of any Loans that such Bank will not make available to the Administrative Agent the Loans requested to be made by such Bank on such date, the Administrative Agent may assume that such Bank has made such Loans available to the Administrative Agent on such date in accordance with Section 1.02(b) and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount on behalf of such Bank. If and to the extent such Bank shall not have so made available to the Administrative Agent the Loans requested to be made by such Bank on such date and the Administrative Agent shall have so made available to the applicable Borrower a corresponding amount on behalf of such Bank, such Bank shall, on demand, pay to the Administrative Agent such corresponding amount together with interest thereon, at the Federal Funds Rate, for each day from the date such amount shall have been so made available by the Administrative Agent to the applicable Borrower until the date such amount shall have been repaid to the Administrative Agent, at a rate per annum equal to, in the case of Loans denominated in Dollars, the Federal Funds Rate until (and including) the third Business Day after demand is made and thereafter at the Base Rate and, in the case of Loans denominated in Sterling, the overnight London interbank Sterling rate, as determined by the Administrative Agent. If such Bank does not pay such corresponding amount promptly upon the Administrative Agent's demand therefor, the Administrative Agent shall promptly notify the Borrower, applicable Borrower and the such Borrower shall immediately repay such corresponding amount to the Administrative Agent together with accrued interest thereon at the applicable rate or rates provided in Section 1.03(a). Nothing in this Section 1.02(c) shall be deemed to limit the obligation of any Bank to make Loans hereunder or to limit the rights that the Borrowers may have against any Bank for its failure to make any Loans hereunder. (d) All Loans made available to the Administrative Agent in accordance with Section 1.02(b) shall be disbursed by the Administrative Agent not later than 2:00 p.m. 12:00 noon (New York City time) on the requested date therefor in Dollars or Sterling, as the case may be, in funds immediately available to the applicable Borrower (or, in the case of Loans disbursed in Sterling, in funds as may then be customary for the settlement of international transactions in Sterling) by credit to an account maintained in the Borrower's name of such Borrower at the Administrative Agent's Office or in such other manner as may have been specified in the applicable notice of borrowing and as shall be acceptable to the Administrative Agent.

Manner of Borrowing. (a) The Borrower shall give the Agent notice (which shall be irrevocable) no later than 12:00 noon (New York time) on, in 10:00 a.m. on the case of Base Rate and Federal Funds Rate Loans, the third Eurodollar Business Day of, and, in before the case of LIBOR Rate Loans, the third LIBOR Business Day before, the requested date for the making of such LoansDelivery Date. Each such notice shall be in the form of Schedule 1.02 and shall specify (i) the requested date for the making of the requested LoansDelivery Date, which shall be, in the case of Base Rate and Federal Funds Rate Loans, be a Business Day and, in the case of LIBOR Rate Loans, a LIBOR Eurodollar Business Day, (iiiii) the Kind Type of Eurodollar Rate Loan or Kinds and Type or Types of Loans Fixed Rate Loan requested and (iiiiv) the amount of each such requested Loan, the aggregate amount of which amounts for each Kind and Type of Loan requested by the Borrower shall be not less more than the lesser of $500,000 * and the maximum amount of that Kind of Loan that can then be borrowed by under the Borrower hereunderCommitments, as applicable. Upon receipt of any such notice, the Agent shall promptly notify each Bank Lender of the contents thereof and of the amount, Kind amount and Type of each Loan to be made by such Bank Lender on the requested date specified thereinDelivery Date. (b) Not later than 1:00 p.m. (New York time) 11:00 a.m. on each requested date for the making of LoansDelivery Date, each Bank shall, if it has received the notice from the Agent contemplated by Section 1.02 (a) in a timely fashion, Lender shall make available to the Agent, in Dollars in funds immediately available to the Agent at the Agent's Office, the Loans Term Loan to be made by such Bank Lender on such date. Any BankLender's failure to make any Term Loan to be made by it on the requested date therefor Delivery Date shall not relieve any other Bank Lender of its obligation to make any Term Loan to be made by such other Bank Lender on such date, but such other Bank Lender shall not be liable for such failure. The obligations of the Lenders to make Term Loans hereunder are several and not joint. (c) Unless the Agent shall have received notice from a Bank Lender prior to 1:00 p.m. (New York time) 10:00 a.m. on the requested date, if such Bank has received the notice from the Agent contemplated by Section 1.02 (a) in a timely fashion, Delivery Date for the making of any Loans Term Loan that such Bank Lender will not make available to the Agent the Loans Term Loan requested to be made by such Bank Lender on such date, the Agent may assume that such Bank Lender has made such Loans Term Loan available to the Agent on such date in accordance with Section 1.02(b) and the Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date the Delivery Date a corresponding amount on behalf of such BankLender. If and to the extent such Bank Lender shall not have so made available to the Agent the Loans Term Loan requested to be made by such Bank on such date Lender and the Agent shall have so made available to the Borrower a corresponding amount on behalf of such BankLender, such Bank Lender shall, on demand, pay to the Agent such corresponding amount together with interest thereon, at the Federal Funds Rate, for each day from the date such amount shall have been so made available by the Agent to the Borrower until the date such amount shall have been repaid to the Agent, at the Eurodollar Rate until (and including) the third Business Day after demand is made and thereafter at the applicable rate of interest provided in Section 1.03(a). If such Bank Lender does not pay such corresponding amount promptly upon the Agent's demand therefor, the Agent shall promptly may notify the Borrower, Borrower and the Borrower shall immediately repay such corresponding amount to the Agent together with accrued interest thereon at the applicable rate or rates of interest provided in Section 1.03(a). (d) All Subject to the terms and conditions hereof, all Term Loans made available to the Agent in accordance with Section 1.02(b) shall be disbursed by the Agent not later than 2:00 p.m. (New York time) on the requested date therefor Delivery Date in Dollars in funds immediately available to the Borrower by credit to an account maintained in of AVSA; provided that, if the Borrower's name at aggregate amount of such Term Loans made available on such Delivery Date is greater than the Agent's Office balance of the purchase price owing to AVSA, the excess will be paid directly to the Borrower or its order or in such other manner as may have been specified in the applicable notice and as shall be acceptable to the Agent.

Manner of Borrowing. (ai) The Borrower Company shall give the Agent ------------------- (a) at least two (2) Business Days' irrevocable telephonic notice of each Prime Loan or CD Loan (whether representing an additional borrowing hereunder or a conversion of borrowings hereunder pursuant to Section 2.10 hereof) prior to 10:00 A.M. Charlotte, North Carolina time; and (b) at least three (3) LIBOR Business Days' irrevocable telephonic notice of each LIBOR Loan (whether representing an additional borrowing hereunder or a conversion of borrowing pursuant to Section 2.10 hereof) prior to 10:00 A.M. Charlotte, North Carolina time. Each such Borrowing Notice, which shall promptly be irrevocableeffective upon receipt by the Agent, shall specify the amount of the borrowing, the type (Prime, CD or LIBOR) no later than 12:00 noon (New York time) on, in the case of Base Rate and Federal Funds Rate Loan or Loans, the Business Day of, and, date of borrowing and the Interest Period to be used in the case computation of interest in respect of a CD Loan or LIBOR Rate Loans, Loan. The Company shall promptly provide the third LIBOR Business Day before, the requested date for the making Agent written confirmation of such Loans. Each telephonic notice in the form attached hereto as Exhibit 3 with appropriate insertions but --------- failure to provide such notice shall not affect the validity of such telephonic notice. Notice of receipt of such Borrowing Notice shall be provided by the Agent to each Bank by telephone or telefacsimile not later than 12:30 P.M. on the same day as Agent's receipt of such notice in the city in which the Lending Office of each such Bank is located. The Agent shall provide each Bank a copy of the written confirmation of the Company in the form attached hereto as Exhibit 3 --------- with appropriate insertions but failure to provide such notice shall not affect the validity of Schedule 1.02 and shall specify (i) the requested date for the making of the requested Loans, which shall be, in the case of Base Rate and Federal Funds Rate Loans, a Business Day and, in the case of LIBOR Rate Loans, a LIBOR Business Day, (ii) the Kind or Kinds and Type or Types of Loans requested and (iii) the amount of each such Loan, the aggregate of which amounts for each Kind and Type of Loan requested by the Borrower shall be not less than the lesser of $500,000 and the maximum amount of that Kind of Loan that can then be borrowed by the Borrower hereunder. Upon receipt of any such telephonic notice, the Agent shall promptly notify each Bank of the contents thereof and of the amount, Kind and Type of each Loan to be made by such Bank on the requested date specified therein. (bii) Not later than 1:00 p.m. (New York time) 2:00 P.M., Charlotte, North Carolina time on the date specified for each requested date for the making of Loansborrowing hereunder, each Bank shall, if it has received pursuant to the notice from terms and subject to the Agent contemplated by Section 1.02 (a) in a timely fashionconditions of this Agreement, make available to the Agent, in Dollars in funds immediately available to amount of the Agent at the Agent's Office, the Revolving Credit Loan or Revolving Credit Loans to be made by such Bank on such date. Any Bank's failure to make any Loan to be made by it on such day available at the requested date therefor shall not relieve any other Bank Principal Office of its obligation to make any Loan to be made the Agent, by such other Bank on such date, but such other Bank shall not be liable for such failure. (c) Unless depositing or transferring the proceeds thereof in immediately available funds at the Principal Office. The amount so received by the Agent shall have received notice from a Bank prior to 1:00 p.m. (New York time) on the requested dateshall, if such Bank has received the notice from the Agent contemplated by Section 1.02 (a) in a timely fashion, for the making of any Loans that such Bank will not make available subject to the Agent the Loans requested to terms and conditions of this Agreement be made by such Bank on such date, the Agent may assume that such Bank has made such Loans available to the Agent on such date in accordance with Section 1.02(b) and the Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount on behalf of such Bank. If and to the extent such Bank shall not have so made available to the Company by depositing the proceeds thereof in immediately available funds, in an account of the Company designated by the Company and maintained with the Agent at its Principal Office or such other office agreed to by the Loans requested Agent. (iii) Notwithstanding the foregoing, if a drawing is made under any Letter of Credit prior to the Revolving Credit Termination Date and the Company shall not immediately reimburse NationsBank for the amount of such draw or payment, then notice of such drawing or payment shall be made provided promptly by such Bank on such date NationsBank to the Agent and the Agent shall have so made available provide notice to each Bank by telephone or telefacsimile. If notice to the Borrower Banks of a corresponding drawing under any Letter of Credit is given by the Agent at or before 12:00 noon Charlotte, North Carolina time on any Business Day, provided that no event of the type specified in Sections 9.07, 9.08 or 9.09 has occurred and is continuing the Company shall be deemed to have requested, and each Bank shall, pursuant to the conditions of this Agreement, make a Prime Loan under the Revolving Credit Facility in the amount on behalf of such Bank, 's Applicable Commitment Percentage of such Bank shall, on demand, pay to the Agent such corresponding amount together with interest thereon, at the Federal Funds Rate, for each day from the date such amount drawing or payment and shall have been so made available by the Agent to the Borrower until the date such amount shall have been repaid to the Agent. If such Bank does not pay such corresponding amount promptly upon the Agent's demand therefor, the Agent shall promptly notify the Borrower, and the Borrower shall immediately repay such corresponding amount to the Agent together with accrued interest thereon for the account of NationsBank at the applicable rate Principal Office in Dollars and in immediately available funds before 2:30 P.M. Charlotte, North Carolina time on the same Business Day. If notice to the Banks is given by the Agent after 12:00 noon Charlotte, North Carolina time on any Business Day, provided that no event of the type specified in Sections 9.07, 9.08 or rates provided 9.09 has occurred and is continuing the Company shall be deemed to have requested, and each Bank shall, pursuant to the terms and subject to the conditions of this Agreement, make a Prime Loan under the Revolving Credit Facility in Section 1.03(a). (d) All Loans made available the amount of such Bank's Applicable Commitment Percentage of such drawing or payment and shall pay such amount to the Agent for the account of NationsBank at the Principal Office in Dollars and in immediately available funds before 12:00 noon Charlotte, North Carolina time on the next following Business Day. Such Prime Loan shall continue unless and until the Company converts such Prime Loan in accordance with the terms of Section 1.02(b) 2.10 hereof. If an event described in Section 9.07, 9.08 or 9.09 has occurred, each Bank shall be disbursed by the Agent not later than 2:00 p.m. (New York time) on the requested date therefor in Dollars in funds immediately available promptly purchase from NationsBank a Participation equal to the Borrower by credit to an account maintained in the Borrower's name at the Agent's Office or in such other manner as may have been specified in the applicable notice and as shall be acceptable to the Agentits Applicable Commitment Percentage of any drawing under a Letter of Credit.

Manner of Borrowing. (a) The Borrower shall give the Administrative Agent notice (which shall be irrevocable) no later than 12:00 noon 10:00 a.m. (New York time) on, in the case of Base Rate and Federal Funds Rate Loans, the Business Day of, and, in the case of LIBOR Eurodollar Rate Loans, the third LIBOR Eurodollar Business Day beforeDay, before the requested date for the making of such Loans. Each such notice shall be in the form of Schedule 1.02 and shall specify (i) the requested date for the making of the requested Loans, which shall be, in the case of Base Rate and Federal Funds Rate Loans, a Business Day and, in the case of LIBOR Eurodollar Rate Loans, a LIBOR Eurodollar Business Day, (ii) the Kind or Kinds and Type or Types of Loans requested and (iii) the amount of each such Type of Loan, the aggregate amount of which amounts for each Kind and Type of Loan requested by the Borrower shall be not less than the lesser $2,000,000 or any integral multiple of $500,000 and in excess thereof or the maximum amount of that Kind of Loan that can then be borrowed by the Borrower hereunderunused Total Commitment. Upon receipt of any such notice, the Administrative Agent shall promptly notify each Bank of the contents thereof and of the amount, Kind amount and Type of each Loan to be made by such Bank on the requested date specified therein. (b) Not later than 1:00 p.m. 12:00 noon (New York time) on each requested date for the making of Loans, each Bank shall, if it has received the notice from the Agent contemplated by Section 1.02 (a) in a timely fashion, shall make available to the Administrative Agent, in Dollars in funds immediately available to the Administrative Agent at the Administrative Agent's Office, the Loans to be made by such Bank on such date. Any The obligations of the Banks hereunder are several and, accordingly, any Bank's failure to make any Loan to be made by it on the requested date therefor shall not relieve any other Bank of its obligation to make any Loan to be made by such other Bank on such date, but such other Bank shall not be liable for such failure. (c) Unless the Administrative Agent shall have received notice from a Bank prior to 1:00 p.m. 12:00 noon (New York time) on the requested date, if such Bank has received the notice from the Agent contemplated by Section 1.02 (a) in a timely fashion, date for the making of any Loans that such Bank will not make available to the Administrative Agent the Loans requested to be made by such Bank on such date, the Administrative Agent may assume that such Bank has made such Loans available to the Administrative Agent on such date in accordance with Section 1.02(b) and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount on behalf of such Bank. If and to the extent such Bank shall not have so made available to the Administrative Agent the Loans requested to be made by such Bank on such date and the Administrative Agent shall have so made available to the Borrower a corresponding amount on behalf of such Bank, such Bank shall, on demand, pay to the Administrative Agent such corresponding amount together with interest thereon, at the Federal Funds Rate, for each day from the date such amount shall have been so made available by the Administrative Agent to the Borrower until the date such amount shall have been repaid paid to the Administrative Agent, at the Federal Funds Rate until (and including) the third Business Day after demand is made and thereafter at the Base Rate. If such Bank does not pay such corresponding amount promptly upon the Administrative Agent's demand therefor, the Administrative Agent shall promptly notify the Borrower, Borrower and the Borrower shall immediately repay such corresponding amount to the Administrative Agent together with accrued interest thereon at the applicable rate or rates provided in Section 1.03(a); provided, however, that, with respect to such repayment, the Borrower shall have no liability with respect to losses, costs or expenses otherwise compensable under Section 7.04 in connection therewith. (d) All Loans made available to the Administrative Agent in accordance with Section 1.02(b) shall be disbursed by the Administrative Agent not later than 2:00 3:00 p.m. (New York time) on the requested date therefor in Dollars in funds immediately available to the Borrower by credit to an account maintained in of the Borrower's name Borrower at the Administrative Agent's Office or in such other manner as may have been specified in the applicable notice and as shall be acceptable to the Administrative Agent.

Manner of Borrowing. (a) The Borrower shall give the Administrative Agent notice (which shall be irrevocable) no later than 12:00 noon 10:00 a.m. (New York time) on, in the case of Base Rate and Federal Funds Rate Loans (other than Swing Loans), the Business Day of, before the requested date for the making of such Loans and, in the case of LIBOR Eurodollar Rate Loans, the third LIBOR Eurodollar Business Day before, before the requested date for the making of such Loans. Each such notice shall be in the form of Schedule SCHEDULE 1.02 and shall specify (i) the requested date for the making of the requested Loans, which shall be, in the case of Base Rate and Federal Funds Rate Loans, a Business Day and, in the case of LIBOR Eurodollar Rate Loans, a LIBOR Eurodollar Business Day, (ii) the Kind or Kinds and Type or Types of Loans requested and (iii) the amount of each such Type of Loan, the aggregate of which amounts for each Kind and Type of Loan requested by the Borrower amount shall be not less than than, in the lesser case of Base Rate Loans, $500,000 or an integral multiple of $500,000 and 100,000 in excess thereof and, in the maximum case of Eurodollar Rate Loans, $1,000,000 or an integral multiple of $250,000 in excess thereof, or the aggregate amount of that Kind of Loan that can then be borrowed by the Borrower hereunderapplicable unused Commitments, as the case may be. Upon receipt of any such notice, the Administrative Agent shall promptly notify each Bank of the contents thereof and of the amount, Kind amount and Type of each Loan to be made by such Bank on the requested date specified therein. (b) Not later than 1:00 p.m. 11:00 a.m. (New York time) on each requested date for the making of Loans (other than Swing Loans), each Bank shall, if it has received the notice from the Agent contemplated by Section 1.02 (a) in a timely fashion, shall make available to the Administrative Agent, in Dollars in funds immediately available to the Administrative Agent at the Administrative Agent's Office, the Loans to be made by such Bank on such date. Any Bank's failure to make any Loan to be made by it on the requested date therefor shall not relieve any other Bank of its obligation to make any Loan to be made by such other Bank on such date, but such other Bank shall not be liable for such failure. (c) Unless the Administrative Agent shall have received notice from a Bank prior to 1:00 p.m. 10:00 a.m. (New York time) on the requested date, if such Bank has received the notice from the Agent contemplated by Section 1.02 (a) in a timely fashion, date for the making of any Loans that such Bank will not make available to the Administrative Agent the Loans requested to be made by such Bank on such date, the Administrative Agent may assume that such Bank has made such Loans available to the Administrative Agent on such date in accordance with Section 1.02(b) and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount on behalf of such Bank. If and to the extent such Bank shall not have so made available to the Administrative Agent the Loans requested to be made by such Bank on such date and the Administrative Agent shall have so made available to the Borrower a corresponding amount on behalf of such Bank, such Bank shall, on demand, pay to the Administrative Agent such corresponding amount together with interest thereon, at the Federal Funds Rate, for each day from the date such amount shall have been so made available by the Administrative Agent to the Borrower until the date such amount shall have been repaid to the Administrative Agent, at the Federal Funds Rate until (and including) the third Business Day after demand is made and thereafter at the Base Rate. If such Bank does not pay such corresponding amount promptly upon the Administrative Agent's demand therefor, the Administrative Agent shall promptly notify the Borrower, Borrower and the such Borrower shall immediately repay such corresponding amount to the Administrative Agent together with accrued interest thereon at the applicable rate or rates provided in Section 1.03(a1.04(a). (d) All Loans made available to the Administrative Agent in accordance with Section 1.02(b) or Section 1.02(c) shall be disbursed by the Administrative Agent not later than 2:00 1:00 p.m. (New York time) on the requested date therefor in Dollars in funds immediately available to the Borrower by credit to an account maintained in of the Borrower's name Borrower at the Administrative Agent's Office or in such other manner as may have been specified in the applicable notice and as shall be acceptable to the Administrative Agent.

Manner of Borrowing. (a) The Borrower shall give the ------------------- Administrative Agent notice (which shall be irrevocable) no later than 12:00 noon 11:00 a.m. (New York time) on, in the case of Base Rate and Federal Funds Rate Loans, the Business Day ofDay, in the case of CD Rate Loans, two Business Days, and, in the case of LIBOR Eurodollar Rate Loans, the third LIBOR Eurodollar Business Day beforeDay, before the requested date for the making of such Loans. Each such notice shall be in the form of Schedule 1.02 1.03 ------------- and shall specify (i) the requested date for the making of the requested Loans, which shall be, in the case of Base Rate and Federal Funds Domestic Rate Loans, a Business Day and, in the case of LIBOR Eurodollar Rate Loans, a LIBOR Eurodollar Business Day, (ii) the Kind or Kinds and Type or Types of Loans requested and (iii) the amount of each such Type of Loan, the aggregate of which amounts for each Kind and Type all Types of Loan Loans requested by the Borrower shall be not less than (A) in the lesser case of CD Rate or Eurodollar Rate Loans, $5,000,000 or any greater integral multiple of $500,000 and 1,000,000, (B) in the maximum case of Base Rate Loans, $1,000,000 or any greater integral multiple of $1,000,000 or (C) if less, the aggregate amount of that Kind of Loan that can then be borrowed by the Borrower hereunderunused Commitments. Upon receipt of any such notice, the Administrative Agent shall promptly notify each Bank of the contents thereof and of the amount, Kind amount and Type of each Loan to be made by such Bank on the requested date specified therein. (b) Not later than 1:00 p.m. (New York time) on each requested date for the making of Loans, each Bank shall, if it has received the notice from the Agent contemplated by Section 1.02 (a) in a timely fashion, shall make available to the Administrative Agent, in Dollars in funds immediately available to the Administrative Agent at the Administrative Agent's Office, the Loans to be made by such Bank on such date. Any Bank's failure to make any Loan to be made by it on the requested date therefor shall not relieve any other Bank of its obligation to make any Loan to be made by such other Bank on such date, but such other Bank shall not be liable for such failure. (c) Unless the Administrative Agent shall have received notice from a Bank prior to 1:00 p.m. 12:00 noon (New York time) on the requested date, if such Bank has received the notice from the Agent contemplated by Section 1.02 (a) in a timely fashion, date for the making of any Loans that such Bank will not make available to the Administrative Agent the Loans requested to be made by such Bank on such date, the Administrative Agent may assume that such Bank has made such Loans available to the Administrative Agent on such date in accordance with Section 1.02(b1.03(b) and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount on behalf of such Bank. If and to the extent such Bank shall not have so made available to the Administrative Agent the Loans requested to be made by such Bank on such date and the Administrative Agent shall have so made available to the Borrower a corresponding amount on behalf of such Bank, such Bank shall, on demand, pay to the Administrative Agent such corresponding amount together with interest thereon, at the Federal Funds Rate, for each day from the date such amount shall have been so made available by the Administrative Agent to the Borrower until the date such amount shall have been repaid to the Administrative Agent, at the Federal Funds Rate until (and including) the third Business Day after demand is made and thereafter at the Alternate Base Rate. If such Bank does not pay such corresponding amount promptly upon the Administrative Agent's demand therefor, the Administrative Agent shall promptly notify the Borrower, Borrower and the Borrower shall immediately repay such corresponding amount to the Administrative Agent together with accrued interest thereon at the applicable rate or rates provided in Section 1.03(a1.04(a), provided that the Administrative Agent shall not draw under the Letters of Credit or apply cash collateral to satisfy such payment obligation prior to the third Business Day after the day on which such notice to the Borrower shall have been given. (d) All Loans made available to the Administrative Agent in accordance with Section 1.02(b1.03(b) shall be disbursed by the Administrative Agent not later than 2:00 p.m. (New York time) on the requested date therefor in Dollars in funds immediately available to the Borrower by credit to an account maintained in of the Borrower's name Borrower at the Administrative Agent's Office or in such other manner as may have been specified in the applicable notice and as shall be acceptable to the Administrative Agent.

Manner of Borrowing. (a) The Borrower Company shall give written or telephonic notice to the Agent notice (which notice shall be irrevocableirrevocable once given and, if given by telephone, shall be promptly confirmed in writing) by no later than 12:00 noon 11:00 a.m. (New York Chicago time) on, in on the case of Base Rate and Federal Funds Rate Loans, date the Business Day of, and, in the case of LIBOR Rate Loans, the third LIBOR Business Day before, the requested date for the making of such Loans. Each such notice shall be in the form of Schedule 1.02 and shall specify (i) the requested date for the making of the requested Loans, which shall be, in the case of Base Rate and Federal Funds Rate Loans, a Business Day and, in the case of LIBOR Rate Loans, a LIBOR Business Day, (ii) the Kind or Kinds and Type or Types Company requests that any Borrowing of Loans requested be made to it under the Commitments, and (iii) the amount of each such Loan, the aggregate of which amounts for each Kind and Type of Loan requested by the Borrower shall be not less than the lesser of $500,000 and the maximum amount of that Kind of Loan that can then be borrowed by the Borrower hereunder. Upon receipt of any such notice, the Agent shall promptly notify each Bank of the contents thereof and Agent's receipt of each such notice. Each such notice shall specify the date of the amountBorrowing of Loans requested (which must be a Business Day, Kind and Type which date shall be (x) at least two (2) Business Days subsequent to the date of each Loan such notice in the case of any Borrowing of Loans aggregating more than $25,000,000 (excluding any continuations or conversions of such Borrowings) and (y) at least three (3) Business Days subsequent to be made the date of such notice in the case of any Borrowing of Loans constituting a LIBOR Portion) and the amount of such Borrowing. Each Borrowing of Loans shall initially constitute part of the applicable Base Rate Portion except to the extent the Company has otherwise timely elected that such Borrowing constitute part of a LIBOR Portion as provided in Section 3 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 Bank telephonic notice shall govern if the Agent and the Banks have acted in reliance thereon. The Banks undertake to endeavor in good faith to honor on a same day basis Borrowing requests received later than 11:00 a.m. (Chicago time) but shall incur no liability to the requested date specified therein. (b) Company if it is not reasonably practical for them to honor such requests on a same day basis. Not later than 1:00 p.m. (New York Chicago time) on each requested the date specified for the making any Borrowing of LoansLoans to be made hereunder, each Bank shall, if it has received shall make the notice from the Agent contemplated by Section 1.02 (a) in a timely fashion, make available to the Agent, in Dollars in funds immediately proceeds of its Loan comprising part of such Borrowing available to the 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 Agent's Officeprincipal office of the Agent in Chicago, Illinois, in immediately available funds, upon receipt by the Loans to be made by such Bank on such date. Any Bank's failure to make any Loan to be made by it on the requested date therefor shall not relieve any other Agent from each Bank of its obligation to make any Loan to be made by pro rata share of such other Bank on such date, but such other Bank shall not be liable for such failure. (c) Borrowing. Unless the Agent shall have received notice from been notified by a Bank prior to 1:00 p.m. (New York Chicago time) on the requested date, if such Bank has received the notice from the Agent contemplated by Section 1.02 (a) in date a timely fashion, for the making of any Loans Borrowing is to be made hereunder that such Bank will does not intend to make its pro rata share of such Borrowing available to the Agent the Loans requested to be made by such Bank on such dateAgent, the Agent may assume that such Bank has made such Loans share available to the Agent on such date in accordance with Section 1.02(b) and the Agent in its sole discretion may, may (but shall not be obligated to) in reliance upon such assumption, assumption make available to the Borrower on such date Company a corresponding amount on behalf of such Bankamount. If and to the extent such Bank shall corresponding amount is not have so in fact made available to the Agent the Loans requested to be made by such Bank on such date and the Agent has made such amount available to the Company, the Agent shall have so be entitled to receive such amount from such Bank forthwith upon its demand, together with interest thereon in respect of each day during the period commencing on the date such amount was made available to the Borrower a corresponding amount Company and ending on behalf of such Bank, such Bank shall, on demand, pay to but excluding the date the Agent recovers such corresponding amount together with interest thereon, at the Federal Funds Rate, for each day a rate per annum equal to (x) from the date such amount shall have been so made available by the related payment was due to the Agent to the Borrower until date two (2) Business Days after the date such amount shall have been repaid to the Agent. If such Bank does not pay such corresponding amount promptly upon the Agent's demand thereforpayment was due, the Agent shall promptly notify Federal Funds Rate for such day (or in the Borrowercase of a day which is not a Business Day, then for the preceding day) and the Borrower shall immediately repay (y) thereafter until payment of such corresponding amount to the Agent together with accrued interest thereon at the applicable rate or rates provided in Section 1.03(a). (d) All Loans made available to the Agent in accordance with Section 1.02(b) shall be disbursed is received by the Agent not later than 2:00 p.m. (New York time) on from such Bank, the requested date therefor Base Rate in Dollars in funds immediately available to the Borrower by credit to an account maintained in the Borrower's name at the Agent's Office or in effect for each such other manner as may have been specified in the applicable notice and as shall be acceptable to the Agentday.

Manner of Borrowing. (a) The Borrower shall give the Administrative Agent notice (which shall be irrevocable) no later than 12:00 noon (New York time) 11:00 a.m. on, in the case of Base Rate and Federal Funds Rate Loans, the Business Day ofrequested date for the making of such Loans, and, in the case of LIBOR Eurodollar Rate Loans, the third LIBOR Eurodollar Business Day beforeDay, before the requested date for the making of such Loans. Each such notice shall be in the form of Schedule 1.02 and shall specify (i) the requested date for the making of the requested Loans, which shall be, in the case of Base Rate and Federal Funds Rate Loans, a Business Day and, in the case of LIBOR Eurodollar Rate Loans, a LIBOR Eurodollar Business Day, (ii) the Kind or Kinds and Type or Types of Loans requested and (iii) the amount of each such Type of Loan, the aggregate of which amounts for each Kind and Type all Types of Loan Loans requested by the Borrower shall be not less than the lesser of (x) $2,500,000 and integral multiples of $500,000 in excess thereof and (y) the maximum aggregate amount of that Kind of Loan that can then be borrowed by the Borrower hereunderunused Commitments. Upon receipt of any such notice, the Administrative Agent shall promptly notify each Bank of the contents thereof and of the amount, Kind amount and Type of each Loan to be made by such Bank on the requested date specified therein. (b) Not later than 1:00 p.m. (New York time) on each requested date for the making of Loans, each Bank shall, if it has received the notice from the Agent contemplated by Section 1.02 (a) in a timely fashion, make available to the Administrative Agent, in Dollars in funds immediately available to the Administrative Agent at the Administrative Agent's Office, the Loans to be made by such Bank on such date. Any Bank's failure to make any Loan to be made by it on the requested date therefor shall not relieve any other Bank of its obligation to make any Loan to be made by such other Bank on such date, but such other Bank shall not be liable for such failure.. 3 (c) Unless If a Bank shall have received notice of the making of Loans in accordance with Section 1.02(b) hereof, then unless the Administrative Agent shall have received notice from a Bank prior to 1:00 p.m. (New York time) on the requested date, if such Bank has received the notice from the Agent contemplated by Section 1.02 (a) in a timely fashion, date for the making of any Loans that such Bank will not make available to the Administrative Agent the Loans requested to be made by such Bank on such date, the Administrative Agent may assume that such Bank has made such Loans available to the Administrative Agent on such date in accordance with Section 1.02(b) and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount on behalf of such Bank. If and to the extent such Bank shall not have so made available to the Administrative Agent the Loans requested to be made by such Bank on such date and the Administrative Agent shall have so made available to the Borrower a corresponding amount on behalf of such Bank, such Bank shall, on demand, pay to the Administrative Agent such corresponding amount together with interest thereon, at the Federal Funds Rate, for each day from the date such amount shall have been so made available by the Administrative Agent to the Borrower until the date such amount shall have been repaid to the Administrative Agent, at the Federal Funds Rate until (and including) the third Business Day after demand is made and thereafter at the Base Rate. If such Bank does not pay such corresponding amount promptly upon the Administrative Agent's demand therefor, the Administrative Agent shall promptly may notify the Borrower, Borrower and the Borrower shall immediately repay such corresponding amount to the Administrative Agent together with accrued interest thereon at the applicable rate or rates provided in Section 1.03(a). (d) All Loans made available to the Administrative Agent in accordance with Section 1.02(b) shall be disbursed by the Administrative Agent not later than 2:00 1:00 p.m. (New York time) on the requested date therefor in Dollars in funds immediately available to the Borrower by credit to an account maintained in of the Borrower's name Borrower at the Administrative Agent's Office or in such other manner as may have been specified in the applicable notice and as shall be acceptable to the Administrative Agent.