Common use of Method of Advancing Clause in Contracts

Method of Advancing. (i) Each Borrowing shall be made pursuant to a Borrowing Request given by the Borrower to the Agent in writing or by telecopy not later than the time required pursuant to Section 2.4(a)(i) to select the interest rate basis for the Borrowing. Each Borrowing Request shall (ii) Unless the Agent shall have received notice from a Bank before the date of any Borrowing that such Bank shall not make available to the Agent such Bank's ratable share of such Borrowing, the Agent may assume that such Bank has made its ratable share of such Borrowing available to the Agent on the date of such Borrowing in accordance with paragraph (i) above and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made its ratable share of such Borrowing available to the Agent, such Bank agrees that it shall pay interest on such amount for each day from the date such amount is made available to the Borrower by the Agent until the date such amount is paid to the Agent by such Bank at the Federal Funds Rate in effect from time to time, provided that with respect to such Bank if such amount is not paid by such Bank by the end of the second day after the Agent makes such amount available to the Borrower, the interest rates specified above shall be increased by a per annum amount equal to 2.00% on the third day and shall remain at such increased rate thereafter. Interest on such amount shall be due and payable by such Bank upon demand by the Agent. If such Bank shall pay to the Agent such amount and interest as provided above, such amount so paid shall constitute such Bank's Advance as part of such Borrowing for all purposes of this Agreement even though not made on the same day as the other Advances comprising such Borrowing. In the event that such Bank has not repaid such amount by the end of the fifth day after such amount was made available to the Borrower, the Borrower agrees to repay to the Agent on demand such amount, together with interest on such amount for each day from the date such amount was made available to the Borrower until the date such amount is repaid to the Agent at the interest rate charged to the Borrower for such Borrowing under the terms of this Agreement. (iii) The failure of any Bank to make available its ratable share of any Borrowing shall not relieve any other Bank of its obligation, if any, to make available its ratable share of such Borrowing. No Bank shall be responsible for the failure of any other Bank to honor such other Bank's obligations hereunder, including any failure to make available any funds as part of any Borrowing.

Method of Advancing. (i) Each Revolving Loan Borrowing shall be made pursuant to a Revolving Loan Borrowing Request given by the Borrower to the Agent in writing or by telecopy not later than the time required pursuant to Section 2.4(a)(i) to select the interest rate basis for the Revolving Loan Borrowing. Each Revolving Loan Borrowing Request shall be fully completed and shall specify the information required therein, and shall be irrevocable and binding on the Borrower. If the Revolving Loan Borrowing Request is received by the Agent and has been correctly completed, the Agent shall promptly forward notice of the Revolving Loan Borrowing to the Banks. Each Bank shall, before 2:00 p.m. (local time at the Applicable Lending Office of the Agent) on the date of the requested Revolving Loan Borrowing, make available from its Applicable Lending Office to the Agent at the Agent's Applicable Lending Office, in immediately available funds, such Bank's ratable share of such Revolving Loan Borrowing. Subject to the satisfaction of all applicable conditions precedent, after receipt by the Agent of such funds, the Agent shall before close of business on the date requested for such Revolving Loan Borrowing make such Revolving Loan Borrowing available to the Borrower in immediately available funds at the Borrower Account. (ii) Unless the Agent shall have received notice from a Bank before the date of any Revolving Loan Borrowing that such Bank shall not make available to the Agent such Bank's ratable share of such Revolving Loan Borrowing, the Agent may assume that such Bank has made its ratable share of such Revolving Loan Borrowing available to the Agent on the date of such Revolving Loan Borrowing in accordance with paragraph (i) above and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made its ratable share of such Revolving Loan Borrowing available to the Agent, such Bank agrees that it shall pay interest on such amount for each day from the date such amount is made available to the Borrower by the Agent until the date such amount is paid to the Agent by such Bank at the Federal Funds Rate in effect from time to time, provided that with respect to such Bank if such amount is not paid by such Bank by the end of the second day after the Agent makes such amount available to the Borrower, the interest rates specified above shall be increased by a per annum amount equal to 2.00% on the third day and shall remain at such increased rate thereafter. Interest on such amount shall be due and payable by such Bank upon demand by the Agent. If such Bank shall pay to the Agent such amount and interest as provided above, such amount so paid shall constitute such Bank's Revolving Loan Advance as part of such Revolving Loan Borrowing for all purposes of this Agreement even though not made on the same day as the other Revolving Loan Advances comprising such Revolving Loan Borrowing. In the event that such Bank has not repaid such amount by the end of the fifth day after such amount was made available to the Borrower, the Borrower agrees to repay to the Agent on demand such amount, together with interest on such amount for each day from the date such amount was made available to the Borrower until the date such amount is repaid to the Agent at the interest rate charged to the Borrower for such Revolving Loan Borrowing under the terms of this Agreement. (iii) The failure of any Bank to make available its ratable share of any Revolving Loan Borrowing shall not relieve any other Bank of its obligation, if any, to make available its ratable share of such Revolving Loan Borrowing. No Bank shall be responsible for the failure of any other Bank to honor such other Bank's obligations hereunder, including any failure to make available any funds as part of any Revolving Loan Borrowing.

Method of Advancing. (i) Each Revolving B Loan Borrowing shall be made pursuant to a Borrowing Request given by the Borrower to the Agent in writing or by telecopy not later than the time required pursuant to Section 2.4(a)(i2.5(a)(i) to select the interest rate basis for the Revolving B Loan Borrowing. Each Borrowing Request shall be fully completed and shall specify the information required therein, and shall be irrevocable and binding on the Borrower unless such Borrowing Request is rejected by the Agent as incomplete or improper. If the Borrowing Request is accepted by the Agent, the Agent shall promptly forward notice of the Revolving B Loan Borrowing to the Facility B Banks. Each Facility B Bank shall, before 2:00 p.m. (local time at the Applicable Lending Office of the Agent) on the date of the requested Revolving B Loan Borrowing, make available from its Applicable Lending Office to the Agent at the Agent's Applicable Lending Office, in immediately available funds, such Facility B Bank's ratable share of such Revolving B Loan Borrowing. Subject to the satisfaction of all applicable conditions precedent, after receipt by the Agent of such funds, the Agent shall before close of business on the date requested for such Revolving B Loan Borrowing make such Revolving B Loan Borrowing available to the Borrower in immediately available funds at the Borrower Account. (ii) Unless the Agent shall have received notice from a Facility B Bank before the date of any Revolving B Loan Borrowing that such Facility B Bank shall not make available to the Agent such Facility B Bank's ratable share of such Revolving B Loan Borrowing, the Agent may assume that such Facility B Bank has made its ratable share of such Revolving B Loan Borrowing available to the Agent on the date of such Revolving B Loan Borrowing in accordance with paragraph (i) above and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Facility B Bank shall not have so made its ratable share of such Revolving B Loan Borrowing available to the Agent, such Facility B Bank agrees that it shall pay interest on such amount for each day from the date such amount is made available to the Borrower by the Agent until the date such amount is paid to the Agent by such Facility B Bank at the Federal Funds Rate in effect from time to time, provided that with respect to such Facility B Bank if such amount is not paid by such Facility B Bank by the end of the second day after the Agent makes such amount available to the Borrower, the interest rates specified above shall be increased by a per annum amount equal to 2.00% on the third day and shall remain at such increased rate thereafter. Interest on such amount shall be due and payable by such Facility B Bank upon demand by the Agent. If such Facility B Bank shall pay to the Agent such amount and interest as provided above, such amount so paid shall constitute such Facility B Bank's Revolving B Loan Advance as part of such Revolving B Loan Borrowing for all purposes of this Agreement even though not made on the same day as the other Advances comprising such Revolving B Loan Borrowing. In the event that such Facility B Bank has not repaid such amount by the end of the fifth day after such amount was made available to the Borrower, the Borrower agrees to repay to the Agent on demand such amount, together with interest on such amount for each day from the date such amount was made available to the Borrower until the date such amount is repaid to the Agent at the interest rate charged to the Borrower for such Revolving B Loan Borrowing under the terms of this Agreement. (iii) The failure of any Facility B Bank to make available its ratable share of any Revolving B Loan Borrowing shall not relieve any other Facility B Bank of its obligation, if any, to make available its ratable share of such Revolving B Loan Borrowing. No Facility B Bank shall be responsible for the failure of any other Facility B Bank to honor such other Facility B Bank's obligations hereunder, including any failure to make available any funds as part of any Revolving B Loan Borrowing.

Method of Advancing. (i) Each Revolving Loan Borrowing shall be made pursuant to a Revolving Loan Borrowing Request given by the Borrower to the Agent in writing or by telecopy not later than the time required pursuant to Section 2.4(a)(i) 2.5 to select the interest rate basis for the Revolving Loan Borrowing. Each Revolving Loan Borrowing Request shall be fully completed and shall specify the information required therein, and shall be irrevocable and binding on the Borrower. If the Revolving Loan Borrowing Request is accepted by the Agent, the Agent shall promptly forward notice of the Revolving Loan Borrowing to the Banks. Each Bank shall, before 2:00 p.m. (local time at the Applicable Lending Office of the Agent) on the date of the requested Revolving Loan Borrowing, make available from its Applicable Lending Office to the Agent at the Agent's Applicable Lending Office, in immediately available funds, such Bank's ratable share of such Revolving Loan Borrowing. Subject to the satisfaction of all applicable conditions precedent, after receipt by the Agent of such funds, the Agent shall before close of business on the date requested for such Revolving Loan Borrowing make such Revolving Loan Borrowing available to the Borrower in immediately available funds at the Borrower Account. (ii) Unless the Agent shall have received notice from a Bank before the date of any Revolving Loan Borrowing that such Bank shall not make available to the Agent such Bank's ratable share of such Revolving Loan Borrowing, the Agent may assume that such Bank has made its ratable share of such Revolving Loan Borrowing available to the Agent on the date of such Revolving Loan Borrowing in accordance with paragraph (i) above and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made its ratable share of such Revolving Loan Borrowing available to the Agent, such Bank agrees that it shall pay interest on such amount for each day from the date such amount is made available to the Borrower by the Agent until the date such amount is paid to the Agent by such Bank at the Federal Funds Rate in effect from time to time, provided that with respect to such Bank if such amount is not paid by such Bank by the end of the second day after the Agent makes such amount available to the Borrower, the interest rates specified above shall be increased by a per annum amount equal to 2.00% on the third day and shall remain at such increased rate thereafter. Interest on such amount shall be due and payable by such Bank upon demand by the Agent. If such Bank shall pay to the Agent such amount and interest as provided above, such amount so paid shall constitute such Bank's Revolving Loan Advance as part of such Revolving Loan Borrowing for all purposes of this Agreement even though not made on the same day as the other Revolving Loan Advances comprising such Revolving Loan Borrowing. In the event that such Bank has not repaid such amount by the end of the fifth third day after such amount was made available to the Borrower, the Borrower agrees to repay to the Agent on demand such amount, together with interest on such amount for each day from the date such amount was made available to the Borrower until the date such amount is repaid to the Agent at the interest rate charged to the Borrower for such Revolving Loan Borrowing under the terms of this Agreement. (iii) The failure of any Bank to make available its ratable share of any Revolving Loan Borrowing shall not relieve any other Bank of its obligation, if any, to make available its ratable share of such Revolving Loan Borrowing. No Bank shall be responsible for the failure of any other Bank to honor such other Bank's obligations hereunder, including any failure to make available any funds as part of any Revolving Loan Borrowing.

Method of Advancing. (i) Each Revolving Loan Borrowing shall be made pursuant to a Revolving Loan Borrowing Request given by the Borrower to the Agent in writing or by telecopy not later than the time required pursuant to Section 2.4(a)(i2.5(a)(i) to select the interest rate basis for the Revolving Loan Borrowing. Each Revolving Loan Borrowing Request shall be fully completed and shall specify the information required therein, and shall be irrevocable and binding on the Borrower. Upon receipt of the Revolving Loan Borrowing Request by the Agent, the Agent shall promptly forward notice of the Revolving Loan Borrowing to the Banks. Each Bank shall, before 1:00 p.m. (local time at the Applicable Lending Office of the Agent) on the date of the requested Revolving Loan Borrowing, make available from its Applicable Lending Office to the Agent at the Agent's Applicable Lending Office, in immediately available funds, such Bank's ratable share of such Revolving Loan Borrowing. Subject to the satisfaction of all applicable conditions precedent, after receipt by the Agent of such funds, the Agent shall, by 4:00 p.m. (local time at the Applicable Lending Office of the Agent), on the date requested for such Revolving Loan Borrowing make such Revolving Loan Borrowing available to the Borrower in immediately available funds at any account of Borrower which is designated in writing by the Borrower to the Agent. (ii) Unless the Agent shall have received notice from a Bank before the date of any Revolving Loan Borrowing that such Bank shall not make available to the Agent such Bank's ratable share of such Revolving Loan Borrowing, the Agent may assume that such Bank has made its ratable share of such Borrowing available to the Agent on the date of such Borrowing in accordance with paragraph (i) above and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made its ratable share of such Borrowing available to the Agent, such Bank agrees that it shall pay interest on such amount for each day from the date such amount is made available to the Borrower by the Agent until the date such amount is paid to the Agent by such Bank at the Federal Funds Rate in effect from time to time, provided that with respect to such Bank if such amount is not paid by such Bank by the end of the second day after the Agent makes such amount available to the Borrower, the interest rates specified above shall be increased by a per annum amount equal to 2.00% on the third day and shall remain at such increased rate thereafter. Interest on such amount shall be due and payable by such Bank upon demand by the Agent. If such Bank shall pay to the Agent such amount and interest as provided above, such amount so paid shall constitute such Bank's Advance as part of such Borrowing for all purposes of this Agreement even though not made on the same day as the other Advances comprising such Borrowing. In the event that such Bank has not repaid such amount by the end of the fifth day after such amount was made available to the Borrower, the Borrower agrees to repay to the Agent on demand such amount, together with interest on such amount for each day from the date such amount was made available to the Borrower until the date such amount is repaid to the Agent at the interest rate charged to the Borrower for such Borrowing under the terms of this Agreement.has (iii) The failure of any Bank to make available its ratable share of any Revolving Loan Borrowing shall not relieve any other Bank of its obligation, if any, to make available its ratable share of such Revolving Loan Borrowing. No Bank shall be responsible for the failure of any other Bank to honor such other Bank's obligations hereunder, including any failure to make available any funds as part of any Revolving Loan Borrowing.

Method of Advancing. (i) Each i. The Term Loan Borrowing shall be made pursuant to a Term Loan Borrowing Request given by the Borrower to the Administrative Agent in writing or by telecopy not later than 11:00 a.m. (local time at the Applicable Lending Office of the Administrative Agent) on the anticipated Closing Date. The Term Loan Borrowing Request shall be fully completed and shall specify the information required therein, and shall be irrevocable and binding on the Borrower. Upon receipt of the Term Loan Borrowing Request by the Administrative Agent, the Administrative Agent shall promptly forward notice of the Term Loan Borrowing to the Banks. Each Bank shall, before 1:00 p.m. (local time required pursuant at the Applicable Lending Office of the Administrative Agent) on the anticipated Closing Date, make available from its Applicable Lending Office to Section 2.4(a)(i) to select the interest rate basis for Administrative Agent at the Administrative Agent's Applicable Lending Office, in immediately available funds, such Bank's ratable share of the Term Loan Borrowing. Each Subject to the satisfaction of all applicable conditions precedent, after receipt by the Administrative Agent of such funds, the Administrative Agent shall, by 4:00 p.m. (local time at the Applicable Lending Office of the Administrative Agent), on the Closing Date make the Term Loan Borrowing Request shallavailable to the Borrower in immediately available funds at any account of Borrower which is designated in writing by the Borrower to the Administrative Agent. (ii) . Unless the Administrative Agent shall have received notice from a Bank before the date of any Borrowing anticipated Closing Date that such Bank shall not make available to the Administrative Agent such Bank's ratable share of such the Term Loan Borrowing, the Administrative Agent may assume that such Bank has made its ratable share of such the Term Loan Borrowing available to the Administrative Agent on the date of such Borrowing Closing Date in accordance with paragraph (i) above above, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made its ratable share of such the Term Loan Borrowing available to the Administrative Agent, such Bank agrees that it shall pay interest on such amount for each day from the date such amount is made available to the Borrower by the Administrative Agent until the date such amount is paid to the Administrative Agent by such Bank at the Federal Funds Rate in effect from time to time, provided that with respect to such Bank if such amount is not paid by such Bank by the end of the second day after the Administrative Agent makes such amount available to the Borrower, the interest rates specified above shall be increased by a per annum amount equal to 2.00% on the third day and shall remain at such increased rate thereafter. Interest on such amount shall be due and payable by such Bank upon demand by the Administrative Agent. If such Bank shall pay to the Administrative Agent such amount and interest as provided above, such amount so paid shall constitute such Bank's Term Loan Advance as part of such the Term Loan Borrowing for all purposes of this Agreement even though not made on the same day as the other Term Loan Advances comprising such the Term Loan Borrowing. In the event that such Bank has not repaid such amount by the end of the fifth day after such amount was made available to the Borrower, the Borrower agrees to repay to the Administrative Agent on demand such amount, together with interest on such amount for each day from the date such amount was made available to the Borrower until the date such amount is repaid to the Administrative Agent at the interest rate charged to the Borrower for such the Term Loan Borrowing under the terms of this Agreement. (iii) . The failure of any Bank to make available its ratable share of any the Term Loan Borrowing shall not relieve any other Bank of its obligation, if any, to make available its ratable share of such the Term Loan Borrowing. No Bank shall be responsible for the failure of any other Bank to honor such other Bank's obligations hereunder, including any failure to make available any funds as part of any the Term Loan Borrowing.

Method of Advancing. (i) The Borrower may request a B Borrowing by delivering to the Agent, not later than 9:00 A.M. (Chicago time), a Request for B Borrowing at least four Business Days prior to the date of the proposed B Borrowing, with respect to B Borrowings to be comprised of Alternate Currency B Advances or B Advances with interest rates to be determined based upon the LIBOR, and at least one Business Day prior to the date of the proposed B Borrowing, with respect to B Borrowings to be comprised of Dollar B Advances with interest rates to be based upon an absolute rate. Each proposed B Borrowing shall be in an aggregate Dollar Equivalent principal amount of not less than $2,000,000, be made Document #0021220 12 in 1,000,000 unit multiples of the Applicable Currency, and otherwise conform to the requirements specified in Exhibit B-2. Any Request for B Borrowing that does not substantially conform to the form of Exhibit B-2 and contain the information required therein may be rejected by the Agent by delivering prompt notice of the rejection to the Borrower. The Agent shall promptly notify the Banks of the Request for B Borrowing and the terms of the proposed B Borrowing. Without the prior approval of the Agent, no B Borrowing may be requested within five Business Days of the delivery of any other Request for B Borrowing and no more than three Requests for B Borrowings may be delivered in any month. (ii) Each Bank may, in its sole discretion, irrevocably offer or decline to offer to make one or more B Advances to the Borrower as part of such proposed B Borrowing by providing the Agent with an Offer of B Advances notifying the Agent of such decision before 9:00 A.M. (Chicago time) at least three Business Days prior to the date of the proposed B Borrowing, with respect to B Borrowings to be comprised of Alternate Currency B Advances or B Advances with interest rates to be determined based upon the LIBOR and on the Business Day of the proposed B Borrowing, with respect to B Borrowings to be comprised of Dollar B Advances with interest rates to be based upon an absolute rate. If the Agent, in its capacity as a Bank hereunder, elects to make any offers in response to any Request for B Borrowing, the Agent shall make its offers in accordance with this paragraph except that the Agent shall deliver its Offer of B Advances directly to the Borrower before 8:30 A.M. (Chicago time) on the applicable date. Each offer to make a B Advance must be in a minimum Dollar Equivalent principal amount of $2,000,000, be made in 1,000,000 unit multiples of the Applicable Currency, and otherwise conform to the requirements specified in Exhibit B-3. Any Offer of B Advances that does not substantially conform to the form of Exhibit B-3 and contain the information required therein may be rejected by the Agent by delivering prompt notice of the rejection to the Bank which has submitted the rejected Offer of B Advances. The Agent shall promptly notify the Borrower of all Offers of B Advances. Any Bank which has not responded to the Agent prior to the time specified above shall be deemed to have elected to decline to make such an offer. Any Offer of B Advances submitted pursuant to a this paragraph shall be irrevocable. (iii) The Borrower shall, in turn, before 10:00 A.M. (Chicago time) at least three Business Days prior to the date of the proposed B Borrowing, with respect to B Borrowings to be comprised of Alternate Currency B Advances or B Advances with interest rates to be determined based upon the LIBOR, and on the Business Day of the proposed B Borrowing, with respect to B Borrowings to be comprised of Dollar B Advances with interest rates to be based upon an absolute rate, either (A) cancel such B Borrowing by giving the Agent notice to that effect, or (B) accept one or more of the offers made by any Bank or Banks by giving the Agent an Acceptance of B Advances stating the amount of B Advances offered by the Banks which the Borrower has accepted and of the rejection of the remaining offers made by the Banks. If the Borrower does not timely respond, the Borrower shall be deemed to have rejected all of the offers. If the Borrower elects to accept any offers, the resulting B Borrowing Document #0021220 13 must be in an aggregate Dollar Equivalent principal amount of not less than $2,000,000, be made in 1,000,000 unit multiples of the Applicable Currency, and cannot exceed the principal amount specified in the relevant Request given for B Borrowing. The Borrower must accept offers made by the Banks on the basis of the lowest interest rate offers first. Subject to the provisions of the next sentence, all offers of individual B Advances must be accepted in at least the minimum amount specified in the applicable Offer of B Advances or rejected in whole. If multiple offers are made at the same interest rate, all offers accepted by the Borrower at such interest rate must be allocated by the Borrower among the Banks having made offers at such interest rate ratably based upon the maximum amounts of such offers made by the Banks, provided that if the effect of the ratable allocation would cause the amount allocated to any Bank to be less than a Dollar Equivalent principal amount of $500,000, then the Borrower shall reject the smallest offers made at such interest rate first such that the ratable allocation to the remaining offers at such interest rate results in all remaining offers which are accepted having minimum Dollar Equivalent principal amounts greater than $500,000, but in the event that offers at the same interest rate are in equal principal amounts, the Borrower may in its discretion select which such equal principal offers to reject first to ensure that all remaining offers which are accepted have minimum Dollar Equivalent principal amounts greater than $500,000. Notwithstanding the foregoing, the Borrower may in its discretion adjust the ratable allocation to any Bank by an amount up to 50,000 units of the Applicable Currency. Any Acceptance of B Advances that does not substantially conform to the form of Exhibit B-4 and otherwise contain the information required therein may be rejected by the Agent by delivering prompt notice of the rejection to the Borrower. Each Acceptance of B Advances shall be irrevocable and binding on the Borrower, and the Borrower shall indemnify the Banks in writing accordance with Section 2.8 for any failure to borrow any accepted B Advances, including failures caused by the Borrower's failure to fulfill the applicable conditions precedent. (iv) The Agent shall in turn promptly notify the Banks of the cancellation of the B Borrowing or of the date and aggregate amount of such B Borrowing, including the ranges of bids submitted and the highest and lowest bids accepted for each Interest Period. The Agent shall promptly notify each Bank that is to make a B Advance as part of such B Borrowing of the amount of each B Advance to be made by telecopy not later than such Bank as part of such B Borrowing and, if the time required pursuant to Section 2.4(a)(i) to select interest rate basis for such B Borrowing is an absolute rate, the applicable interest rate for each such B Advance. If the interest rate basis for the BorrowingB Borrowing is the LIBOR plus a margin, the Agent shall provide each Bank that is to make a B Advance as part of such B Borrowing with the appropriate LIBOR and the applicable interest rate for each such B Advance promptly after determining the same. Each Bank that is to make a B Advance as part of such B Borrowing Request shall, before 11:00 A.M. (local time at the applicable Payment Office) on the date of such B Borrowing specified in the notice received from the Agent, make available to the Agent at the Agent's Payment Office such Bank's portion of such B Borrowing, in immediately available funds. Upon fulfillment of the applicable conditions set forth herein and, Document #0021220 14 except as specified in paragraph (v) below, after receipt by the Agent of such funds, the Agent shall make such funds available to the Borrower at the Agent's applicable Payment Office. (iiv) Unless the Agent shall have received notice from a Bank before prior to the date of any B Borrowing that such Bank shall not make available to the Agent such Bank's ratable share portion of such B Borrowing, the Agent may assume that such Bank has made its ratable share of such Borrowing portion available to the Agent on the date of such B Borrowing in accordance with paragraph (ia) above of this Section 2.2 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the Document #0021220 15 extent that such Bank shall not have so made its such ratable share of such Borrowing portion available to the Agent, such Bank agrees that it shall pay and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest on such amount thereon, for each day from the date such amount is made available to the Borrower by the Agent until the date such amount is paid repaid to the Agent by Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to the B Advances comprising such Bank at B Borrowing computed on the same basis and (ii) in the case of such Bank, the Federal Funds Rate computed on the basis of a year of 360 days for the actual number of days elapsed, with respect to an B Advance to be made in effect from time Dollars, or the Agent's cost of funds for the Applicable Currency computed on the same basis as regular interest on loans made hereunder in such Applicable Currency, with respect to timean B Advance to be made in an Alternate Currency, provided that with respect to such Bank if such amount is not paid repaid by such Bank by the end of the second day after the Agent makes such amount available to date of the BorrowerAgent's demand, the interest rates specified under (ii) above shall be increased by a an additional 2% per annum amount equal to 2.00% on the third day after the date of the Agent's demand and shall remain at such increased rate thereafter. Interest on such amount shall be due and payable by such Bank upon demand by the Agent. If such Bank shall pay repay to the Agent such amount and interest as provided abovecorresponding amount, such amount so paid repaid shall constitute such Bank's B Advance as part of such B Borrowing for all purposes of this Agreement even though not made on the same day as the other Advances comprising such BorrowingAgreement. In the event that such Bank has not repaid such amount by the end of the fifth day after such amount was made available to the Borrower, the Borrower agrees to repay to the Agent on demand such amount, together with interest on such amount for each day from the date such amount was made available to the Borrower until the date such amount is repaid to the Agent at the interest rate charged to the Borrower for such Borrowing under the terms of this Agreement. (iii) The failure of any Bank to make available its ratable share the B Advance to be made by it as part of any B Borrowing shall not relieve any other Bank of its obligation, if any, hereunder to make available its ratable share B Advance on the date of such B Borrowing. No , but no Bank shall be responsible for the failure of any other Bank to honor make the B Advance to be made by such other Bank's obligations hereunder, including any failure to make available any funds as part Bank on the date of any B Borrowing.

Method of Advancing. (i) Each Revolving Borrowing shall be made pursuant to a Revolving Borrowing Request given by the Borrower Company to the Agent in writing or by telecopy not later than the time required pursuant to Section 2.4(a)(i) to select the interest rate basis for the Revolving Borrowing. Each Revolving Borrowing Request shall be fully completed and shall specify the information required therein, and shall be irrevocable and binding on the Company. If the Revolving Borrowing Request is received by the Agent and has been correctly completed, the Agent shall promptly forward notice of the Revolving Borrowing to the Banks. Each Bank shall, before 2:00 p.m. (local time at the Applicable Lending Office of the Agent) on the date of the requested Revolving Borrowing, make available from its Applicable Lending Office to the Agent at the Agent's Applicable Lending Office, in immediately available funds, such Bank's ratable share of such Revolving Borrowing. Subject to the satisfaction of all applicable conditions precedent, after receipt by the Agent of such funds, the Agent shall before close of business on the date requested for such Revolving Borrowing make such Revolving Borrowing available to the Company in immediately available funds at the Company Account. (ii) Unless the Agent shall have received notice from a Bank before the date of any Revolving Borrowing that such Bank shall not make available to the Agent such Bank's ratable share of such Revolving Borrowing, the Agent may assume that such Bank has made its ratable share of such Revolving Borrowing available to the Agent on the date of such Revolving Borrowing in accordance with paragraph (i) above and the Agent may, in reliance upon such assumption, make available to the Borrower Company on such date a corresponding amount. If and to the extent that such Bank shall not have so made its ratable share of such Revolving Borrowing available to the Agent, such Bank agrees that it shall pay interest on such amount for each day from the date such amount is made available to the Borrower Company by the Agent until the date such amount is paid to the Agent by such Bank at the Federal Funds Rate in effect from time to time, provided that with respect to such Bank if such amount is not paid by such Bank by the end of the second day after the Agent makes such amount available to the BorrowerCompany, the interest rates specified above shall be increased by a per annum amount equal to 2.00% on the third day and shall remain at such increased rate thereafter. Interest on such amount shall be due and payable by such Bank upon demand by the Agent. If such Bank shall pay to the Agent such amount and interest as provided above, such amount so paid shall constitute such Bank's Revolving Advance as part of such Revolving Borrowing for all purposes of this Agreement even though not made on the same day as the other Revolving Advances comprising such Revolving Borrowing. In the event that such Bank has not repaid such amount by the end of the fifth day after such amount was made available to the such Borrower, the such Borrower agrees to repay to the Agent on demand such amount, together with interest on such amount for each day from the date such amount was made available to the Borrower Company until the date such amount is repaid to the Agent at the interest rate charged to the Borrower Company for such Revolving Borrowing under the terms of this Agreement. (iii) The failure of any Bank to make available its ratable share of any Revolving Borrowing shall not relieve any other Bank of its obligation, if any, to make available its ratable share of such Revolving Borrowing. No Bank shall be responsible for the failure of any other Bank to honor such other Bank's obligations hereunder, including any failure to make available any funds as part of any Revolving Borrowing.

Method of Advancing. (i) Each Revolving A Loan Borrowing shall be made pursuant to a Borrowing Request given by the Borrower to the Agent in writing or by telecopy not later than the time required pursuant to Section 2.4(a)(i2.5(a)(i) to select the interest rate basis for the Revolving A Loan Borrowing. Each Borrowing Request shall be fully completed and shall specify the information required therein, and shall be irrevocable and binding on the Borrower unless such Borrowing Request is rejected by the Agent as incomplete or improper. If the Borrowing Request is accepted by the Agent, the Agent shall promptly forward notice of the Revolving A Loan Borrowing to the Facility A Banks. Each Facility A Bank shall, before 2:00 p.m. (local time at the Applicable Lending Office of the Agent) on the date of the requested Revolving A Loan Borrowing, make available from its Applicable Lending Office to the Agent at the Agent's Applicable Lending Office, in immediately available funds, such Facility A Bank's ratable share of such Revolving A Loan Borrowing. Subject to the satisfaction of all applicable conditions precedent, after receipt by the Agent of such funds, the Agent shall before close of business on the date requested for such Revolving A Loan Borrowing make such Revolving A Loan Borrowing available to the Borrower in immediately available funds at the Borrower Account. (ii) Unless the Agent shall have received notice from a Facility A Bank before the date of any Revolving A Loan Borrowing that such Bank shall not make available to the Agent such Facility A Bank's ratable share of such Revolving A Loan Borrowing, the Agent may assume that such Facility A Bank has made its ratable share of such Revolving A Loan Borrowing available to the Agent on the date of such Revolving A Loan Borrowing in accordance with paragraph (i) above and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Facility A Bank shall not have so made its ratable share of such Revolving A Loan Borrowing available to the Agent, such Facility A Bank agrees that it shall pay interest on such amount for each day from the date such amount is made available to the Borrower by the Agent until the date such amount is paid to the Agent by such Facility A Bank at the Federal Funds Rate in effect from time to time, provided that with respect to such Facility A Bank if such amount is not paid by such Facility A Bank by the end of the second day after the Agent makes such amount available to the Borrower, the interest rates specified above shall be increased by a per annum amount equal to 2.00% on the third day and shall remain at such increased rate thereafter. Interest on such amount shall be due and payable by such Facility A Bank upon demand by the Agent. If such Facility A Bank shall pay to the Agent such amount and interest as provided above, such amount so paid shall constitute such Facility A Bank's Revolving A Loan Advance as part of such Revolving A Loan Borrowing for all purposes of this Agreement even though not made on the same day as the other Advances comprising such Revolving A Loan Borrowing. In the event that such Facility A Bank has not repaid such amount by the end of the fifth day after such amount was made available to the Borrower, the Borrower agrees to repay to the Agent on demand such amount, together with interest on such amount for each day from the date such amount was made available to the Borrower until the date such amount is repaid to the Agent at the interest rate charged to the Borrower for such Revolving A Loan Borrowing under the terms of this Agreement. (iii) The failure of any Facility A Bank to make available its ratable share of any Revolving A Loan Borrowing shall not relieve any other Facility A Bank of its obligation, if any, to make available its ratable share of such Revolving A Loan Borrowing. No Facility A Bank shall be responsible for the failure of any other Facility A Bank to honor such other Facility A Bank's obligations hereunder, including any failure to make available any funds as part of any Revolving A Loan Borrowing.

Method of Advancing. (i) Each In all circumstances where the Borrower desires an Acquisition Loan Borrowing, the Borrower shall provide the Agent and the Banks with information regarding the circumstances related to the proposed Acquisition Loan Borrowing and execute appropriate Acquisition Loan Notes meeting the requirements set forth in the form therefor attached hereto made payable to each of the Banks in connection with such proposed Acquisition Loan Borrowing. If appropriate Acquisition Loan Notes have been executed and delivered by the Borrower, the Acquisition Loan Borrowing shall be made pursuant to a an Acquisition Loan Borrowing Request given by the Borrower to the Agent in writing or by telecopy not later than the time required pursuant to Section 2.4(a)(i2.6(a)(i) to select the interest rate basis for the Acquisition Loan Borrowing. Each Acquisition Loan Borrowing Request shall be fully completed and shall specify the information required therein, and shall be irrevocable and binding on the Borrower unless such Acquisition Loan Borrowing Request is rejected by the Agent as incomplete or improper. If the Acquisition Loan Borrowing Request is accepted by the Agent, the Agent shall promptly forward notice of the requested Acquisition Loan Borrowing to the Banks. Each Bank shall, before 2:00 p.m. (local time at the Applicable Payment Office) on the date of the requested Acquisition Loan Borrowing, make available from its Applicable Lending Office to the Agent at the Agent's Applicable Lending Office, in immediately available funds, such Bank's ratable share of such Acquisition Loan Borrowing. Subject to the satisfaction of all applicable conditions precedent, after receipt by the Agent of such funds, the Agent shall before close of business on the date requested for such Acquisition Loan Borrowing make such Acquisition Loan Borrowing available to the Borrower in immediately available funds at the Borrower Account. (ii) Unless the Agent shall have received notice from a Bank before the date of any Acquisition Loan Borrowing that such Bank shall not make available to the Agent such Bank's ratable share of such Acquisition Loan Borrowing, the Agent may assume that such Bank has made its ratable share of such Acquisition Loan Borrowing available to the Agent on the date of such Acquisition Loan Borrowing in accordance with paragraph (i) above and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made its ratable share of such Acquisition Loan Borrowing available to the Agent, such Bank agrees that it shall pay interest on such amount for each day from the date such amount is made available to the Borrower by the Agent until the date such amount is paid to the Agent by such Bank at the Federal Funds Rate in effect from time to time, provided that with respect to such Bank if such amount is not paid by such Bank by the end of the second day after the Agent makes such amount available to the Borrower, the interest rates specified above shall be increased by a per annum amount equal to 2.00% on the third day and shall remain at such increased rate thereafter. Interest on such amount shall be due and payable by such Bank upon demand by the Agent. If such Bank shall pay to the Agent such amount and interest as provided above, such amount so paid shall constitute such Bank's Acquisition Loan Advance as part of such Acquisition Loan Borrowing for all purposes of this Agreement even though not made on the same day as the other Advances comprising under such Acquisition Loan Borrowing. In the event that such Bank has not repaid such amount by the end of the fifth day after such amount was made available to the Borrower, the Borrower agrees to repay to the Agent on demand such amount, together with interest on such amount for each day from the date such amount was made available to the Borrower until the date such amount is repaid to the Agent at the interest rate charged to the Borrower for such Acquisition Loan Borrowing under the terms of this Agreement. (iii) The failure of any Bank to make available its ratable share of any Acquisition Loan Borrowing shall not relieve any other Bank of its obligation, if any, to make available its ratable share of such Acquisition Loan Borrowing. No Bank shall be responsible for the failure of any other Bank to honor such other Bank's obligations hereunder, including any failure to make available any funds as part of any Acquisition Loan Borrowing.

Method of Advancing. (i) Each Revolving Loan Borrowing shall be made pursuant to a Revolving Loan Borrowing Request given by the Borrower to the Agent in writing or by telecopy not later than the time required pursuant to Section 2.4(a)(i) to select the interest rate basis for the Revolving Loan Borrowing. Each Revolving Loan Borrowing Request shall be fully completed and shall specify the information required therein, and shall be irrevocable and binding on the Borrower. If the Revolving Loan Borrowing Request is accepted by the Agent, the Agent shall promptly forward notice of the Revolving Loan Borrowing to the Banks. Each Bank shall, before 2:00 p.m. (local time at the Applicable Lending Office of the Agent) on the date of the requested Revolving Loan Borrowing, make available from its Applicable Lending Office to the Agent at the Agent's Applicable Lending Office, in immediately available funds, such Bank's ratable share of such Revolving Loan Borrowing. Subject to the satisfaction of all applicable conditions precedent, after receipt by the Agent of such funds, the Agent shall before close of business on the date requested for such Revolving Loan Borrowing make such Revolving Loan Borrowing available to the Borrower in immediately available funds at the Borrower Account. (ii) Unless the Agent shall have received notice from a Bank before the date of any Revolving Loan Borrowing that such Bank shall not make available to the Agent such Bank's ratable share of such Revolving Loan Borrowing, the Agent may assume that such Bank has made its ratable share of such Revolving Loan Borrowing available to the Agent on the date of such Revolving Loan Borrowing in accordance with paragraph (i) above and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made its ratable share of such Revolving Loan Borrowing available to the Agent, such Bank agrees that it shall pay interest on such amount for each day from the date such amount is made available to the Borrower by the Agent until the date such amount is paid to the Agent by such Bank at the Federal Funds Rate in effect from time to time, provided that with respect to such Bank if such amount is not paid by such Bank by the end of the second day after the Agent makes such amount available to the Borrower, the interest rates specified above shall be increased by a per annum amount equal to 2.00% on the third day and shall remain at such increased rate thereafter. Interest on such amount shall be due and payable by such Bank upon demand by the Agent. If such Bank shall pay to the Agent such amount and interest as provided above, such amount so paid shall constitute such Bank's Revolving Loan Advance as part of such Revolving Loan Borrowing for all purposes of this Agreement even though not made on the same day as the other Revolving Loan Advances comprising such Revolving Loan Borrowing. In the event that such Bank has not repaid such amount by the end of the fifth day after such amount was made available to the Borrower, the Borrower agrees to repay to the Agent on demand such amount, together with interest on such amount for each day from the date such amount was made available to the Borrower until the date such amount is repaid to the Agent at the interest rate charged to the Borrower for such Revolving Loan Borrowing under the terms of this Agreement. (iii) The failure of any Bank to make available its ratable share of any Revolving Loan Borrowing shall not relieve any other Bank of its obligation, if any, to make available its ratable share of such Revolving Loan Borrowing. No Bank shall be responsible for the failure of any other Bank to honor such other Bank's obligations hereunder, including any failure to make available any funds as part of any Revolving Loan Borrowing.

Method of Advancing. (i) Each Revolving Loan Borrowing shall be made pursuant to a Borrowing Request given by the Borrower to the Agent in writing or by telecopy not later than the time required pursuant to Section 2.4(a)(i2.5(a)(i) to select the interest rate basis for the Revolving Loan Borrowing. Each Borrowing Request shall be fully completed and shall specify the information required therein, and shall be irrevocable and binding on the Borrower unless such Borrowing Request is rejected by the Agent as incomplete or improper. If the Borrowing Request is accepted by the Agent, the Agent shall promptly forward notice of the Revolving Loan Borrowing to the Banks. Each Bank shall, before 2:00 p.m. (local time at the Applicable Lending Office of the Agent) on the date of the requested Revolving Loan Borrowing, make available from its Applicable Lending Office to the Agent at the Agent's Applicable Lending Office, in immediately available funds, such Bank's ratable share of such Revolving Loan Borrowing. Subject to the satisfaction of all applicable conditions precedent, after receipt by the Agent of such funds, the Agent shall before close of business on the date requested for such Revolving Loan Borrowing make such Revolving Loan Borrowing available to the Borrower in immediately available funds at the Borrower Account. (ii) Unless the Agent shall have received notice from a Bank before the date of any Revolving Loan Borrowing that such Bank shall not make available to the Agent such Bank's ratable share of such Revolving Loan Borrowing, the Agent may assume that such Bank has made its ratable share of such Revolving Loan Borrowing available to the Agent on the date of such Revolving Loan Borrowing in accordance with paragraph (i) above and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made its ratable share of such Revolving Loan Borrowing available to the Agent, such Bank agrees that it shall pay interest on such amount for each day from the date such amount is made available to the Borrower by the Agent until the date such amount is paid to the Agent by such Bank at the Federal Funds Rate in effect from time to time, provided that with respect to such Bank if such amount is not paid by such Bank by the end of the second day after the Agent makes such amount available to the Borrower, the interest rates specified above shall be increased by a per annum amount equal to 2.00% on the third day and shall remain at such increased rate thereafter. Interest on such amount shall be due and payable by such Bank upon demand by the Agent. If such Bank shall pay to the Agent such amount and interest as provided above, such amount so paid shall constitute such Bank's Revolving Loan Advance as part of such Revolving Loan Borrowing for all purposes of this Agreement even though not made on the same day as the other Advances comprising such Revolving Loan Borrowing. In the event that such Bank has not repaid such amount by the end of the fifth day after such amount was made available to the Borrower, the Borrower agrees to repay to the Agent on demand such amount, together with interest on such amount for each day from the date such amount was made available to the Borrower until the date such amount is repaid to the Agent at the interest rate charged to the Borrower for such Revolving Loan Borrowing under the terms of this Agreement. (iii) The failure of any Bank to make available its ratable share of any Revolving Loan Borrowing shall not relieve any other Bank of its obligation, if any, to make available its ratable share of such Revolving Loan Borrowing. No Bank shall be responsible for the failure of any other Bank to honor such other Bank's obligations hereunder, including any failure to make available any funds as part of any Revolving Loan Borrowing.

Method of Advancing. (i) Each Revolving Loan Borrowing shall be made pursuant to a Borrowing Request given by the Borrower to the Agent in writing or by telecopy not later than the time required pursuant to Section 2.4(a)(i2.6(a)(i) to select the interest rate basis for the Revolving Loan Borrowing. Each Borrowing Request shall be fully completed and shall specify the information required therein, and shall be irrevocable and binding on the Borrower unless such Borrowing Request is rejected by the Agent as incomplete or improper. If the Borrowing Request is accepted by the Agent, the Agent shall promptly forward notice of the Revolving Loan Borrowing to the Banks. Each Bank shall, before 2:00 p.m. (local time at the Applicable Payment Office) on the date of the requested Revolving Loan Borrowing, make available from its Applicable Lending Office to the Agent at the Agent's Applicable Lending Office, in immediately available funds, such Bank's ratable share of such Revolving Loan Borrowing. Subject to the satisfaction of all applicable conditions precedent, after receipt by the Agent of such funds, the Agent shall before close of business on the date requested for such Revolving Loan Borrowing make such Revolving Loan Borrowing available to the Borrower in immediately available funds at the Borrower Account. (ii) Unless the Agent shall have received notice from a Bank before the date of any Revolving Loan Borrowing that such Bank shall not make available to the Agent such Bank's ratable share of such Revolving Loan Borrowing, the Agent may assume that such Bank has made its ratable share of such Revolving Loan Borrowing available to the Agent on the date of such Revolving Loan Borrowing in accordance with paragraph (i) above and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made its ratable share of such Revolving Loan Borrowing available to the Agent, such Bank agrees that it shall pay interest on such amount for each day from the date such amount is made available to the Borrower by the Agent until the date such amount is paid to the Agent by such Bank at the Federal Funds Rate in effect from time to time, provided that with respect to such Bank if such amount is not paid by such Bank by the end of the second day after the Agent makes such amount available to the Borrower, the interest rates specified above shall be increased by a per annum amount equal to 2.00% on the third day and shall remain at such increased rate thereafter. Interest on such amount shall be due and payable by such Bank upon demand by the Agent. If such Bank shall pay to the Agent such amount and interest as provided above, such amount so paid shall constitute such Bank's Revolving Loan Advance as part of such Revolving Loan Borrowing for all purposes of this Agreement even though not made on the same day as the other Advances comprising such Revolving Loan Borrowing. In the event that such Bank has not repaid such amount by the end of the fifth day after such amount was made available to the Borrower, the Borrower agrees to repay to the Agent on demand such amount, together with interest on such amount for each day from the date such amount was made available to the Borrower until the date such amount is repaid to the Agent at the interest rate charged to the Borrower for such Revolving Loan Borrowing under the terms of this Agreement. (iii) The failure of any Bank to make available its ratable share of any Revolving Loan Borrowing shall not relieve any other Bank of its obligation, if any, to make available its ratable share of such Revolving Loan Borrowing. No Bank shall be responsible for the failure of any other Bank to honor such other Bank's obligations hereunder, including any failure to make available any funds as part of any Revolving Loan Borrowing.

Method of Advancing. (i) Each Revolving Loan Borrowing shall be made pursuant to a Revolving Loan Borrowing Request given by the Borrower to the Agent in writing or by telecopy not later than the time required pursuant to Section 2.4(a)(i2.5(a)(i) to select the interest rate basis for the Revolving Loan Borrowing. Each Revolving Loan Borrowing Request shall be fully completed and shall specify the information required therein, and shall be irrevocable and binding on the Borrower. Upon receipt of the Revolving Loan Borrowing Request by the Agent, the Agent shall promptly forward notice of the Revolving Loan Borrowing to the Banks. Each Bank shall, before 1:00 p.m. (local time at the Applicable Lending Office of the Agent) on the date of the requested Revolving Loan Borrowing, make available from its Applicable Lending Office to the Agent at the Agent's Applicable Lending Office, in immediately available funds, such Bank's ratable share of such Revolving Loan Borrowing. Subject to the satisfaction of all applicable conditions precedent, after receipt by the Agent of such funds, the Agent shall, by 4:00 p.m. (local time at the Applicable Lending Office of the Agent), on the date requested for such Revolving Loan Borrowing make such Revolving Loan Borrowing available to the Borrower in immediately available funds at any account of Borrower which is designated in writing by the Borrower to the Agent. (ii) Unless the Agent shall have received notice from a Bank before the date of any Revolving Loan Borrowing that such Bank shall not make available to the Agent such Bank's ratable share of such Revolving Loan Borrowing, the Agent may assume that such Bank has made its ratable share of such Revolving Loan Borrowing available to the Agent on the date of such Revolving Loan Borrowing in accordance with paragraph (i) above and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made its ratable share of such Revolving Loan Borrowing available to the Agent, such Bank agrees that it shall pay interest on such amount for each day from the date such amount is made available to the Borrower by the Agent until the date such amount is paid to the Agent by such Bank at the Federal Funds Rate in effect from time to time, provided that with respect to such Bank if such amount is not paid by such Bank by the end of the second day after the Agent makes such amount available to the Borrower, the interest rates specified above shall be increased by a per annum amount equal to 2.00% on the third day and shall remain at such increased rate thereafter. Interest on such amount shall be due and payable by such Bank upon demand by the Agent. If such Bank shall pay to the Agent such amount and interest as provided above, such amount so paid shall constitute such Bank's Revolving Loan Advance as part of such Revolving Loan Borrowing for all purposes of this Agreement even though not made on the same day as the other Revolving Loan Advances comprising such Revolving Loan Borrowing. In the event that such Bank has not repaid such amount by the end of the fifth day after such amount was made available to the Borrower, the Borrower agrees to repay to the Agent on demand such amount, together with interest on such amount for each day from the date such amount was made available to the Borrower until the date such amount is repaid to the Agent at the interest rate charged to the Borrower for such Revolving Loan Borrowing under the terms of this Agreement. (iii) The failure of any Bank to make available its ratable share of any Revolving Loan Borrowing shall not relieve any other Bank of its obligation, if any, to make available its ratable share of such Revolving Loan Borrowing. No Bank shall be responsible for the failure of any other Bank to honor such other Bank's obligations hereunder, including any failure to make available any funds as part of any Revolving Loan Borrowing.

Method of Advancing. (i) i. Each Revolving Loan Borrowing shall be made pursuant to a Revolving Loan Borrowing Request given by the Borrower to the Administrative Agent in writing or by telecopy not later than the time required pursuant to Section 2.4(a)(i2.6(a)(i) to select the interest rate basis for the Revolving Loan Borrowing. Each Revolving Loan Borrowing Request shall be fully completed and shall specify the information required therein, and shall be irrevocable and binding on the Borrower. Upon receipt of the Revolving Loan Borrowing Request by the Administrative Agent, the Administrative Agent shall promptly forward notice of the Revolving Loan Borrowing to the Banks. Each Bank shall, before 1:00 p.m. (local time at the Applicable Lending Office of the Administrative Agent) on the date of the requested Revolving Loan Borrowing, make available from its Applicable Lending Office to the Administrative Agent at the Administrative Agent's Applicable Lending Office, in immediately available funds, such Bank's ratable share of such Revolving Loan Borrowing. Subject to the satisfaction of all applicable conditions precedent, after receipt by the Administrative Agent of such funds, the Administrative Agent shall, by 4:00 p.m. (local time at the Applicable Lending Office of the Administrative Agent), on the date requested for such Revolving Loan Borrowing make such Revolving Loan Borrowing available to the Borrower in immediately available funds at any account of Borrower which is designated in writing by the Borrower to the Administrative Agent. (ii) . Unless the Administrative Agent shall have received notice from a Bank before the date of any Revolving Loan Borrowing that such Bank shall not make available to the Administrative Agent such Bank's ratable share of such Revolving Loan Borrowing, the Administrative Agent may assume that such Bank has made its ratable share of such Revolving Loan Borrowing available to the Administrative Agent on the date of such Revolving Loan Borrowing in accordance with paragraph (i) above and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made its ratable share of such Revolving Loan Borrowing available to the Administrative Agent, such Bank agrees that it shall pay interest on such amount for each day from the date such amount is made available to the Borrower by the Administrative Agent until the date such amount is paid to the Administrative Agent by such Bank at the Federal Funds Rate in effect from time to time, provided that with respect to such Bank if such amount is not paid by such Bank by the end of the second day after the Administrative Agent makes such amount available to the Borrower, the interest rates specified above shall be increased by a per annum amount equal to 2.00% on the third day and shall remain at such increased rate thereafter. Interest on such amount shall be due and payable by such Bank upon demand by the Administrative Agent. If such Bank shall pay to the Administrative Agent such amount and interest as provided above, such amount so paid shall constitute such Bank's Revolving Loan Advance as part of such Revolving Loan Borrowing for all purposes of this Agreement even though not made on the same day as the other Revolving Loan Advances comprising such Revolving Loan Borrowing. In the event that such Bank has not repaid such amount by the end of the fifth day after such amount was made available to the Borrower, the Borrower agrees to repay to the Administrative Agent on demand such amount, together with interest on such amount for each day from the date such amount was made available to the Borrower until the date such amount is repaid to the Administrative Agent at the interest rate charged to the Borrower for such Revolving Loan Borrowing under the terms of this Agreement. (iii) . The failure of any Bank to make available its ratable share of any Revolving Loan Borrowing shall not relieve any other Bank of its obligation, if any, to make available its ratable share of such Revolving Loan Borrowing. No Bank shall be responsible for the failure of any other Bank to honor such other Bank's obligations hereunder, including any failure to make available any funds as part of any Revolving Loan Borrowing.