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. (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) 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 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 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) 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 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 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 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 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) 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 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 (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.

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 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) 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 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 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) 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.