Common use of Procedure for Committed Borrowing Clause in Contracts

Procedure for Committed Borrowing. (a) Each Committed Borrowing shall be made upon the Company’s irrevocable written notice delivered to the Agent in the form of a Notice of Borrowing (which notice must be received by the Agent (i) prior to 10:00 a.m. (Chicago time) three Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Committed Loans; and (ii) prior to 10:00 a.m. (Chicago time) on the requested Borrowing Date, in the case of Base Rate Committed Loans, specifying: (A) the amount of the Committed Borrowing, which shall be in an aggregate minimum amount of $5,000,000 or any multiple of $1,000,000 in excess thereof; (B) the requested Borrowing Date, which shall be a Business Day; (C) the Type of Committed Loans comprising the Committed Borrowing; and (D) if the Committed Loans consist of Offshore Rate Committed Loans, the duration of the Interest Period applicable to such Committed Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Committed Borrowing comprised of Offshore Rate Committed Loans, such Interest Period shall be one month. (b) The Agent will promptly notify each Bank of its receipt of any Notice of Borrowing and of the amount of such Bank’s Pro Rata Share of that Committed Borrowing. (c) Each Bank will make the amount of its Pro Rata Share of each Committed Borrowing available to the Agent for the account of the Company at the Agent’s Payment Office by 12:00 noon (Chicago time) on the Borrowing Date requested by the Company in funds immediately available to the Agent. Any such amount which is received later than 12:00 noon (Chicago time) shall be deemed to have been received on the immediately succeeding Business Day. The proceeds of each such Committed Borrowing will then be made available to the Company by the Agent at such office by crediting the account of the Company on the books of Bank One for the aggregate of the amounts made available to the Agent by the Banks and in like funds as received by the Agent, or if requested by the Company, by wire transfer in accordance with written instructions provided to the Agent by the Company of such funds as received by the Agent, unless on the date of the Committed Borrowing all or any portion of the proceeds thereof shall then be required to be applied to the repayment of any outstanding Loans, in which case such proceeds or portion thereof shall be applied to the payment of such Loans. (d) After giving effect to any Committed Borrowing, there may not be more than eight (8) different Interest Periods in effect in respect of all Committed Loans and Bid Loans together then outstanding.

Procedure for Committed Borrowing. (a) Each Committed Borrowing shall be made upon the Company’s irrevocable written notice delivered to of the Agent in the form of a Notice of Borrowing (which notice must be Borrower, received by the Administrative Agent not later than 12:00 noon (New York City time) (i) prior to 10:00 a.m. (Chicago time) three Business Days prior to the requested Borrowing Datedate of the proposed Borrowing, in the case of Offshore Rate Committed Eurodollar Loans; and (ii) one Business Day prior to 10:00 a.m. (Chicago time) on the requested Borrowing Datedate of the proposed Borrowing, in the case of Base Reference Rate Loans; provided, however, that in case of a Committed LoansBorrowing of Reference Rate Loans after the cancellation of a Bid Borrowing pursuant to Section 2.04(c)(i), the Borrower may give such notice to the Administrative Agent not later than 11:00 a.m. (New York City time) on the date of such Committed Borrowing. Each such notice of a Committed Borrowing (a "Notice of Borrowing") shall be in writing (including by facsimile confirmed immediately by telephone), in substantially the form of Exhibit 2.02 specifying: (Ai) the amount of the Committed Borrowingrequested borrowing date, which shall be in an a Business Day; (ii) the aggregate amount of the Borrowing, which (A) shall not exceed the unused portion of the Aggregate Commitments and (B) shall be a minimum amount of $5,000,000 or any an integral multiple of $1,000,000 in excess thereof; (Biii) whether the requested Borrowing Date, which shall is to be a Business Day; (C) the Type comprised of Committed Eurodollar Loans comprising the Committed Borrowingor Reference Rate Loans; and (Div) if the Committed Loans consist Borrowing is to be comprised of Offshore Rate Committed Eurodollar Loans, the duration of the initial Interest Period applicable to such Committed Loans included in such noticeLoans. If the Notice of Borrowing fails shall fail to specify the duration of the initial Interest Period for any Committed Borrowing comprised of Offshore Rate Committed Eurodollar Loans, such Interest Period shall be one monththree months. (b) The Upon receipt of a Notice of Borrowing, the Administrative Agent will shall promptly notify each Bank of its receipt of any Notice of Borrowing Lender thereof and of the amount of such Bank’s Pro Rata Lender's Percentage Share of that Committed such Borrowing. (c) Each Bank will Lender shall make the amount of its Pro Rata Percentage Share of each the Committed Borrowing available to the Administrative Agent for the account of the Company Borrower at the Administrative Agent’s 's Payment Office by 12:00 noon (Chicago New York City time) on the Borrowing Date borrowing date requested by the Company Borrower in funds immediately available to the Administrative Agent. Any such amount which is Unless any applicable condition specified in Article V has not been satisfied, the Administrative Agent will make the funds so received later than 12:00 noon (Chicago time) shall be deemed to have been received on from the immediately succeeding Business Day. The proceeds of each such Committed Borrowing will then be made Lenders promptly available to the Company by the Agent at such office Borrower by crediting the account of the Company Borrower on the books of Bank One for the Administrative Agent (or such other account as shall have been specified by the Borrower) with the aggregate of the amounts amount made available to the Administrative Agent by the Banks Lenders and in like funds as received by the Administrative Agent, or if requested by the Company, by wire transfer in accordance with written instructions provided to the Agent by the Company of such funds as received by the Agent, unless on the date of the Committed Borrowing all or any portion of the proceeds thereof shall then be required to be applied to the repayment of any outstanding Loans, in which case such proceeds or portion thereof shall be applied to the payment of such Loans. (d) After giving effect to any Committed Borrowing, there may shall not be more than eight (8) twelve different Interest Periods in effect in respect of all Committed Loans and Bid Loans together then outstandingtogether.

Procedure for Committed Borrowing. (a) Each Committed Borrowing shall be made upon the Company’s Borrower's irrevocable written notice delivered to the Agent in the form of a Notice of Borrowing (Borrowing, which notice must be Page 35 received by the Agent prior to 9:00 a.m. (San Francisco time) at least (i) prior to 10:00 a.m. (Chicago time) three Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Committed LoansLoans denominated in Dollars; and (ii) one Business Day prior to 10:00 a.m. (Chicago time) on the requested Borrowing Date, in the case of Base Rate Committed Loans; and (iii) four Business Days prior to the requested Borrowing Date, in the case of Offshore Currency Loans, specifying: (A) the applicable Borrower; (B) the amount of the Committed Borrowing, which shall be in an aggregate minimum amount of $5,000,000 or any multiple of $1,000,000 in excess thereofnot less than the Minimum Tranche; (BC) the requested Borrowing Date, which shall be a Business Day; (CD) the Type of Committed Loans comprising the Committed Borrowing; and; (DE) if the Committed Loans consist of Offshore Rate Committed Loansapplicable, the duration of the Interest Period applicable to such Committed Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Committed Borrowing comprised of Offshore Rate Committed Loans, such Interest Period shall be three months; and (F) in the case of a Borrowing comprised of Offshore Currency Loans, the Applicable Currency; provided, however, that with respect to the Borrowing to be made on the Closing Date, the Notice of Borrowing shall be delivered to the Agent not later than 8:00 a.m. (San Francisco time) on the Closing Date and, unless consented to by the Agent, such Borrowing will consist of Base Rate Committed Loans only; and further provided that if so requested by the Agent, all Borrowings during the first 60 days following the Closing Date shall have the same Interest Period and shall be Offshore Rate Committed Loans for Interest Periods no longer than one month. (b) The Agent will promptly notify each Bank of its receipt Dollar Equivalent amount of any Notice of Committed Borrowing and of in an Offshore Currency will be determined by the amount of Agent for such Bank’s Pro Rata Share of that Committed Borrowing.Borrowing on (c) Each Bank will make the amount of its Pro Rata Share of each Committed Borrowing available to the Agent for the account of the Company applicable Borrower at the Agent’s 's Payment Office by 12:00 noon (Chicago time) on the Borrowing Date requested by the Company Borrower in funds immediately available to Same Day Funds and in the Agent. Any requested currency (i) in the case of a Borrowing comprised of Committed Loans in Dollars, by 11:00 a.m. (San Francisco time), and (ii) in the case of a Committed Borrowing comprised of Offshore Currency Loans, by such amount which is received later than 12:00 noon (Chicago time) shall be deemed to have been received on time as the immediately succeeding Business DayAgent may specify. The proceeds of each all such Committed Borrowing Loans will then be made available to the Company applicable Borrower by the Agent at such office by crediting the account of the Company Borrower on the books of Bank One for BofA with the aggregate of the amounts made available to the Agent by the Banks and in like funds as received by the Agent, or if requested by the Company, by wire transfer in accordance with written instructions provided to the Agent by the Company of such Borrower, in each case in like funds as received by the Agent, unless on the date of the Committed Borrowing all or any portion of the proceeds thereof shall then be required to be applied to the repayment of any outstanding Loans, in which case such proceeds or portion thereof shall be applied to the payment of such Loans. (d) After giving effect to any Committed Borrowing, unless the Agent shall otherwise consent, there may not be more than eight (8) 10 different Interest Periods in effect in respect of all Committed Loans and Bid Loans together then outstanding.

Procedure for Committed Borrowing. (a) Each Committed Borrowing shall be made upon the Company’s 's irrevocable written notice delivered to the Agent in the form of a Notice of Borrowing (Borrowing, which notice must be received by the Agent (i) prior to 10:00 10:30 a.m. (Chicago time) (i) three Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Committed Eurodollar Loans; , and (ii) prior to 10:00 a.m. (Chicago time) on the requested Borrowing Date, in the case of Base Rate Committed Loans, specifying: (A) the amount of the Committed Borrowing, which shall be in an aggregate minimum amount of not less than $5,000,000 10,000,000 or any a higher integral multiple of $1,000,000 (provided that any Borrowing of Base Rate Loans may be in excess thereofan amount equal to the unused Aggregate Commitment Amount); (B) the requested Borrowing Date, which shall be a Business Day; (C) the Type of Committed Loans comprising the such Committed Borrowing; and (D) if in the Committed Loans consist case of Offshore Rate Committed Eurodollar Loans, the duration of the initial Interest Period applicable to such Committed Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Committed Borrowing comprised of Offshore Rate Committed Loans, such Interest Period shall be one monththerefor. (b) The Agent will promptly notify each Bank Lender of its receipt of any Notice of Borrowing and of the amount of such Bank’s Lender's Pro Rata Share of that Committed such Borrowing. (c) Each Bank Lender will make the amount of its Pro Rata Share of each Committed Borrowing available to the Agent for the account of the Company at the Agent’s 's Payment Office by 12:00 noon (Chicago time) on the Borrowing Date requested by the Company in funds immediately available to the Agent. Any such amount which is received later than 12:00 noon (Chicago time) shall be deemed to have been received on the immediately succeeding Business Day. The proceeds of each all such Committed Borrowing Loans will then be made available to the Company by the Agent at such office by crediting the account of the Company on the books of Bank One for BofA with the aggregate of the amounts made available to the Agent by the Banks Lenders and in like funds as received by the Agent, or if requested by the Company, by wire transfer in accordance with written instructions provided to the Agent by the Company of such funds as received by the Agent, unless on the date of the Committed Borrowing all or any portion of the proceeds thereof shall then be required to be applied to the repayment of any outstanding Loans, in which case such proceeds or portion thereof shall be applied to the payment of such Loans. (d) After giving effect to any Committed Borrowing, there may not be more than eight (8) different Interest Periods in effect in respect of all Committed Loans and Bid Loans together then outstanding.

Procedure for Committed Borrowing. (a) Each Committed Borrowing shall be made upon the Company’s irrevocable written notice delivered to of the Agent in the form of a Notice of Borrowing (which notice must be Borrower, received by the Administrative Agent not later than 12:00 noon (New York City time) (i) prior to 10:00 a.m. (Chicago time) three Business Days prior to the requested Borrowing Datedate of the proposed Borrowing, in the case of Offshore Rate Committed Eurodollar Loans; and (ii) one Business Day prior to 10:00 a.m. (Chicago time) on the requested Borrowing Datedate of the proposed Borrowing, in the case of Base Reference Rate Loans; provided, however, that in case of a Committed LoansBorrowing of Reference Rate Loans after the cancellation of a Bid Borrowing pursuant to Section 2.04(c)(i), the Borrower may give such notice to the Administrative Agent not later than 11:00 a.m. (New York City time) on the date of such Committed Borrowing. Each such notice of a Committed Borrowing (a "Notice of Borrowing") shall be in writing (including by facsimile confirmed immediately by telephone), in substantially the form of Exhibit 2.02 specifying: (Ai) the amount of the Committed Borrowingrequested borrowing date, which shall be in an a Business Day; (ii) the aggregate amount of the Borrowing, which (A) shall not exceed the unused portion of the Aggregate Commitments and (B) shall be a minimum amount of $5,000,000 or any an integral multiple of $1,000,000 in excess thereof; (Biii) whether the requested Borrowing Date, which shall is to be a Business Day; (C) the Type comprised of Committed Eurodollar Loans comprising the Committed Borrowingor Reference Rate Loans; and (Div) if the Committed Loans consist Borrowing is to be comprised of Offshore Rate Committed Eurodollar Loans, the duration of the initial Interest Period applicable to such Committed Loans included in such noticeLoans. If the Notice of Borrowing fails shall fail to specify the duration of the initial Interest Period for any Committed Borrowing comprised of Offshore Rate Committed Eurodollar Loans, such Interest Period shall be one monththree months. (b) The Upon receipt of a Notice of Borrowing, the Administrative Agent will shall promptly notify each Bank of its receipt of any Notice of Borrowing Lender thereof and of the amount of such Bank’s Pro Rata Lender's Percentage Share of that Committed such Borrowing. (c) Each Bank will Lender shall make the amount of its Pro Rata Percentage Share of each the Committed Borrowing available to the Administrative Agent for the account of the Company Borrower at the Administrative Agent’s 's Payment Office by 12:00 noon (Chicago New York City time) on the Borrowing Date borrowing date requested by the Company Borrower in funds immediately available to the Administrative Agent. Any such amount which is Unless any applicable condition specified in Article V has not been satisfied, the Administrative Agent will make the funds so received later than 12:00 noon (Chicago time) shall be deemed to have been received on from the immediately succeeding Business Day. The proceeds of each such Committed Borrowing will then be made Lenders promptly available to the Company by the Agent at such office Borrower by crediting the account of the Company Borrower on the books of Bank One for the Administrative Agent (or such other account as shall have been specified by the Borrower) with the aggregate of the amounts amount made available to the Administrative Agent by the Banks Lenders and in like funds as received by the Administrative Agent, or if requested by the Company, by wire transfer in accordance with written instructions provided to the Agent by the Company of such funds as received by the Agent, unless on the date of the Committed Borrowing all or any portion of the proceeds thereof shall then be required to be applied to the repayment of any outstanding Loans, in which case such proceeds or portion thereof shall be applied to the payment of such Loans. (d) After giving effect to any Committed Borrowing, there may shall not be more than eight (8) twelve different Interest Periods in effect in respect of all Committed Loans and Bid Loans together then outstandingtogether.

Procedure for Committed Borrowing. (a) Each Committed Borrowing shall be made upon the Company’s a Borrower's irrevocable written telephonic notice delivered to the Agent in the form of a Notice of Borrowing (which notice must be received by the Agent prior to (i) prior to 10:00 8:00 a.m. (Chicago San Francisco time) three two Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Committed Loans; , and (ii) prior to 10:00 a.m. (Chicago San Francisco time) on the requested Borrowing Date, in the case of Base Rate Committed Loans, and which notice shall be promptly confirmed by a written Notice of Borrowing transmitted by facsimile, in each case specifying: (Ai) the amount of the Committed Borrowing, which shall be in an aggregate minimum amount of $5,000,000 3,000,000 or any multiple of $1,000,000 in excess thereof; (Bii) the requested Borrowing Date, which shall be a Business Day; (Ciii) the Type of Committed Loans comprising the Committed Borrowing; and (Div) if the Committed Loans consist of Offshore Rate Committed Loans, the duration of the Interest Period applicable to such Committed Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Committed Borrowing comprised of Offshore Rate Committed Loans, such Interest Period shall be one month. (b) The Agent will promptly notify each Bank of its receipt of any Notice of Borrowing and of the amount of such Bank’s 's Pro Rata Share of that Committed Borrowing. (c) Each Bank will make the amount of its Pro Rata Share of each Committed Borrowing available to the Agent for the account of the Company applicable Borrower at the Agent’s 's Payment Office by 12:00 noon 11:00 a.m. (Chicago San Francisco time) on the Borrowing Date requested by the Company such Borrower in funds immediately available to the Agent. Any such amount which is received later than 12:00 noon (Chicago time) shall be deemed to have been received on the immediately succeeding Business Day. The proceeds of each all such Committed Borrowing Loans will then be made available to the Company applicable Borrower by the Agent at such office by crediting the account of the Company on the books of Bank One for the aggregate of the amounts made available to the Agent by the Banks and in like funds as received by the Agent, or if requested by the Company, by wire transfer in accordance with written instructions provided to the Agent by the Company such Borrower of such like funds as received by the Agent, unless on the date of the Committed Borrowing all or any portion of the proceeds thereof shall then be required to be applied to the repayment of any outstanding Loans, in which case such proceeds or portion thereof shall be applied to the payment of such Loans. (d) After giving effect to any Committed Borrowing, unless the Agent shall otherwise consent, there may not be more than eight (8) 15 different Interest Periods in effect in respect of all Committed Loans and Bid Loans together then outstanding.

Procedure for Committed Borrowing. (a) Each Committed Borrowing shall be made upon the Company’s irrevocable written notice delivered to of the Agent in the form of a Notice of Borrowing (which notice must be Borrower, received by the Administrative Agent not later than 12:00 noon (New York City time) (i) prior to 10:00 a.m. (Chicago time) three Business Days prior to the requested Borrowing Datedate of the proposed Borrowing, in the case of Offshore Rate Committed Eurodollar Loans; and (ii) one Business Day prior to 10:00 a.m. (Chicago time) on the requested Borrowing Datedate of the proposed Borrowing, in the case of Base Reference Rate Loans; provided, however, that in case of a Committed LoansBorrowing of Reference Rate Loans after the cancellation of a Bid Borrowing pursuant to Section 2.04(c)(i), the Borrower may give such notice to the Administrative Agent not later than 11:00 a.m. (New York City time) on the date of such Committed Borrowing. Each such notice of a Committed Borrowing (a "Notice of Borrowing") shall be in writing (including by facsimile confirmed immediately by telephone), in substantially the form of Exhibit 2.02 specifying: (Ai) the amount of the Committed Borrowingrequested borrowing date, which shall be in an a Business Day; (ii) the aggregate amount of the Borrowing, which (A) shall not exceed the unused portion of the Aggregate Commitments and (B) shall be a minimum amount of $5,000,000 or any an integral multiple of $1,000,000 in excess thereof; (Biii) whether the requested Borrowing Date, which shall is to be a Business Day; (C) the Type comprised of Committed Eurodollar Loans comprising the Committed Borrowingor Reference Rate Loans; and (Div) if the Committed Loans consist Borrowing is to be comprised of Offshore Rate Committed Eurodollar Loans, the duration of the initial Interest Period applicable to such Committed Loans included in such noticeLoans. If the Notice of Borrowing fails shall fail to specify the duration of the initial Interest Period for any Committed Borrowing comprised of Offshore Rate Committed Eurodollar Loans, such Interest Period shall be one monththree months. (b) The Upon receipt of a Notice of Borrowing, the Administrative Agent will shall promptly notify each Bank of its receipt of any Notice of Borrowing Lender thereof and of the amount of such Bank’s Pro Rata Lender's Percentage Share of that Committed such Borrowing. (c) Each Bank will Lender shall make the amount of its Pro Rata Percentage Share of each the Committed Borrowing available to the Administrative Agent for the account of the Company Borrower at the Administrative Agent’s 's Payment Office by 12:00 noon (Chicago New York City time) on the Borrowing Date borrowing date requested by the Company Borrower in funds immediately available to the Administrative Agent. Any such amount which is Unless any applicable condition specified in Article V has not been satisfied, the Administrative Agent will make the funds so received later than 12:00 noon (Chicago time) shall be deemed to have been received on from the immediately succeeding Business Day. The proceeds of each such Committed Borrowing will then be made Lenders promptly available to the Company by the Agent at such office Borrower by crediting the account of the Company Borrower on the books of Bank One for the Administrative Agent (or such other account as shall have been specified by the Borrower) with the aggregate of the amounts amount made available to the Administrative Agent by the Banks Lenders and in like funds as received by the Administrative Agent, or if requested by the Company, by wire transfer in accordance with written instructions provided to the Agent by the Company of such funds as received by the Agent, unless on the date of the Committed Borrowing all or any portion of the proceeds thereof shall then be required to be applied to the repayment of any outstanding Loans, in which case such proceeds or portion thereof shall be applied to the payment of such Loans. (d) After giving effect to any Committed Borrowing, there may shall not be more than eight (8) twelve different Interest Periods in effect in respect of all Committed Loans together. (e) If the applicable Issuing Bank shall not have received from the Borrower the payment required to be made by Section 2.12(e) in respect of any L/C Disbursement within the time specified in such Section, such Issuing Bank will promptly notify the Administrative Agent of the amount of such L/C Disbursement and Bid the Administrative Agent will promptly notify each Lender of such amount and its Percentage Share thereof. The Borrower shall be deemed to have requested a Reference Rate Borrowing in the amount of such L/C Disbursement and each Lender shall make a Loan by wire transfer of immediately available funds to the Administrative Agent not later than 2:00 p.m., New York City time, on such date (or, if such Lender shall have received such notice later than 12:00 (noon), New York City time, on any day, not later than 11:00 a.m., New York City time, on the immediately following Business Day), in an amount equal to such Lender's Percentage Share of such requested Borrowing (it being understood that such amount shall be deemed to have reduced the L/C Exposure), and the Administrative Agent will promptly pay to such Issuing Bank amounts so received by it from the Lenders. The Administrative Agent will promptly pay to such Issuing Bank any amounts received by it from the Borrower pursuant to Section 2.12(e) prior to the time that any Lender makes any payment pursuant to this paragraph (e); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Lenders that shall have made such payments and to such Issuing Bank, as their interests may appear. If any Lender shall not have made its Percentage Share of such L/C Disbursement available to the Administrative Agent as provided above, such Lender and the Borrower severally agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph to but excluding the date such amount is paid, to the Administrative Agent for the account of such Issuing Bank at (i) in the case of the Borrower, a rate per annum equal to the interest rate applicable to Reference Rate Loans together then outstandingpursuant to Section 2.06(a), and (ii) in the case of such Lender, for the first such day, the Federal Funds Rate, and for each day thereafter, the Reference Rate. In the event that any Loan is made under this paragraph (e) at a time when any condition under Section 5.02 is not satisfied, such Loan shall be immediately due and payable.

Procedure for Committed Borrowing. (a) Each Committed Borrowing shall be made upon the Company’s 's irrevocable written notice delivered to the Agent in the form of a Notice of Borrowing (which notice must be received by the Agent (i) prior to 10:00 9:00 a.m. (Chicago San Francisco time) three Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Committed Loans; and (ii) prior to 10:00 9:30 a.m. (Chicago San Francisco time) on the requested Borrowing Date, in the case of Base Rate Committed Loans, specifying: (A) the amount of the Committed Borrowing, which shall be in an aggregate minimum amount of $5,000,000 or any multiple of $1,000,000 in excess thereof; (B) the requested Borrowing Date, which shall be a Business Day; (C) the Type of Committed Loans comprising the Committed Borrowing; and (D) if the Committed Loans consist of Offshore Rate Committed Loans, the duration of the Interest Period applicable to such Committed Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Committed Borrowing comprised of Offshore Rate Committed Loans, such Interest Period shall be one month. (b) The Agent will promptly notify each Bank of its receipt of any Notice of Borrowing and of the amount of such Bank’s 's Pro Rata Share of that Committed Borrowing. (c) Each Bank will make the amount of its Pro Rata Share of each Committed Borrowing available to the Agent for the account of the Company at the Agent’s 's Payment Office by 12:00 noon 11:00 a.m. (Chicago San Francisco time) on the Borrowing Date requested by the Company in funds immediately available to the Agent. Any such amount which is received later than 12:00 noon 11:00 a.m. (Chicago San Francisco time) shall be deemed to have been received on the immediately succeeding Business Day. The proceeds of each such Committed Borrowing will then be made available to the Company by the Agent at such office by crediting the account of the Company on the books of Bank One BofA for the aggregate of the amounts made available to the Agent by the Banks and in like funds as received by the Agent, or if requested by the Company, by wire transfer in accordance with written instructions provided to the Agent by the Company of such funds as received by the Agent, unless on the date of the Committed Borrowing all or any portion of the proceeds thereof shall then be required to be applied to the repayment of any outstanding Loans, in which case such proceeds or portion thereof shall be applied to the payment of such Loans. (d) After giving effect to any Committed Borrowing, there may not be more than eight (8) different Interest Periods in effect in respect of all Committed Loans and Bid Loans together then outstanding.the

Procedure for Committed Borrowing. (a) Each Committed Borrowing shall be made upon the Company’s Borrower's irrevocable written notice delivered to the Administrative Agent in the form of a Notice of Borrowing (which notice must be received by the Administrative Agent prior to 9:00 a.m. (San Francisco time)) at least (i) four Business Days prior to 10:00 a.m. the requested Borrowing Date, in the case of Canadian Dollar Loans, (Chicago timeii) three Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Committed LoansLoans denominated in U.S. Dollars; and (iiiii) one Business Day prior to 10:00 a.m. (Chicago time) on the requested Borrowing Date, in the case of Base Rate Committed Loans or Prime Rate Loans, specifying: (A) the amount of the Committed BorrowingBorrowing in U.S. Dollars or Canadian dollars, as the case may be, which shall be in an aggregate minimum amount U.S. Dollar Equivalent Amount of $5,000,000 or or, in the case of any Borrowing in U.S. Dollars only, any multiple of $1,000,000 in excess thereof; (B) the requested Borrowing Date, which shall be a Business Day; (C) the Type of Committed Loans comprising the Committed Borrowing; and; (D) if the Committed Loans consist of with respect to Offshore Rate Committed Loans, the duration of the Interest Period applicable to such Committed Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Committed Borrowing comprised of Offshore Rate Committed Loans, such Interest Period shall be three months; and (E) whether such Committed Borrowing shall be denominated in U.S. Dollars or Canadian dollars; PROVIDED, HOWEVER, that with respect to any Committed Borrowing to be made on the Closing Date, the Notice of Borrowing shall be delivered to the Administrative Agent not later than 10:00 a.m. (San Francisco time) at least one monthBusiness Day before the Closing Date and such Committed Borrowing will consist of Base Rate Committed Loans only. (b) The U.S. Dollar Equivalent Amount of any Committed Borrowing denominated in Canadian dollars will be determined by the Administrative Agent for such Committed Borrowing on the Computation Date therefor in accordance with subsection 2.5(a). The Administrative Agent will promptly notify each Bank of its receipt of any Notice of Borrowing and of the amount of such Bank’s 's Pro Rata Share of that Committed Borrowing. (c) Each Bank will make the amount of its Pro Rata Share of each Committed Borrowing available to the Administrative Agent for the account of the Company Borrower at the Administrative Agent’s 's Payment Office by 12:00 noon 11:00 a.m. (Chicago San Francisco time) on the Borrowing Date requested by the Company Borrower in funds immediately available to the Agent. Any such amount which is received later than 12:00 noon (Chicago time) shall be deemed to have been received on Administrative Agent and in the immediately succeeding Business Dayrequested currency. The proceeds of each all such Committed Borrowing Loans will then be made available to the Company Borrower by the Administrative Agent at such office by crediting the account of the Company Borrower on the books of Bank One for BofA with the aggregate of the amounts made available to the Administrative Agent by the Banks and in like funds as received by the Administrative Agent, or if requested by the CompanyBorrower, by wire transfer in accordance with written instructions provided to the Administrative Agent by the Company Borrower of such funds as received by the Administrative Agent, less customary fees for such wire transfer unless on the date of the Committed Borrowing all or any portion of the proceeds thereof shall then be required to be applied to the repayment of any outstanding LoansSwingline Loans pursuant to Section 2.14 or the reimbursement of any outstanding drawings under Letters of Credit pursuant to Section 3.3, in which case such proceeds or portion thereof shall be applied to the payment repayment of such LoansSwingline Loans or the reimbursement of such Letter of Credit drawings, as the case may be. (d) After giving effect to any Committed Borrowing, unless the Administrative Agent shall otherwise consent, there may not be more than eight ten (8) 10) different Interest Periods in effect in respect of all Committed Loans and Bid Loans together then outstanding.

Procedure for Committed Borrowing. (a) Each Committed Borrowing shall be made upon the Company’s 's irrevocable written notice delivered to the Administrative Agent in the form of a Notice of Borrowing (which notice must be received by the Administrative Agent (i) prior to 10:00 10:30 a.m. (Chicago time) three (i) two Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Committed Loans; and (ii) prior to 10:00 a.m. (Chicago time) on the requested Borrowing Date, in the case of Base Rate Committed Loans, ) specifying: (A) the amount of the Committed Borrowing, which shall be in an aggregate minimum amount of $5,000,000 or any multiple of $1,000,000 in excess thereof; (B) the requested Borrowing Date, which shall be a Business Day; (C) the Type of Committed Loans comprising the Committed Borrowing; and (D) if the Committed Loans consist of Offshore Rate Committed Loans, the duration of the Interest Period applicable to such Committed Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Committed Borrowing comprised of Offshore Rate Committed Loans, such Interest Period shall be one month. provided, however, that with respect to the Committed Borrowing to be made on the Closing Date, the Notice of Borrowing shall be delivered to the Administrative Agent not later than 9:00 a.m. (Chicago time) on the Closing Date and such Committed Borrowing will consist of Loans with an Interest Period satisfactory to the Administrative Agent, and further provided that if so requested by the Administrative Agent, all Committed Borrowings during the first 60 days following the Closing Date shall have the same Interest Period and shall be Base Rate Committed Loans or Offshore Rate Committed Loans for Interest Periods no longer than one month; provided further that, with the consent of each lending Bank, Loans made during such 60 day period may have interest periods of less than one month. (b) The Administrative Agent will promptly notify each Bank of its receipt of any Notice of Borrowing and of the amount of such Bank’s 's Pro Rata Share of that Committed Borrowing. (c) Each Bank will make the amount of its Pro Rata Share of each Committed Borrowing available to the Administrative Agent for the account of the Company at the Agent’s 's Payment Office by 12:00 noon 12:30 p.m. (Chicago time) on the Borrowing Date requested by the Company in funds immediately available to the Administrative Agent. Any such amount which is received later than 12:00 noon (Chicago time) shall be deemed to have been received on the immediately succeeding Business Day. The proceeds of each all such Committed Borrowing Loans will then be made available to the Company by the Administrative Agent at such office by crediting the account of the Company on the books of Bank One for BofA with the aggregate of the amounts made available to the Administrative Agent by the Banks and in like funds as received by the Administrative Agent, or if requested by the Company, by wire transfer in accordance with written instructions provided to the Agent by the Company of such funds as received by the Agent, unless on the date of the Committed Borrowing all or any portion of the proceeds thereof shall then be required to be applied to the repayment of any outstanding Loans, in which case such proceeds or portion thereof shall be applied to the payment of such Loans. (d) After giving effect to any Committed Borrowing, unless the Administrative Agent shall otherwise consent, there may not be more than eight (8) six different Interest Periods in effect in respect of all Committed Loans and Bid Loans together then outstanding.

Procedure for Committed Borrowing. (a) Each Committed Borrowing shall be made upon the Company’s 's irrevocable written notice delivered to the Agent in the form of a Notice of Borrowing (Committed Borrowing, which notice must be received by the Agent prior to (i) prior to 10:00 11:00 a.m. (Chicago time) three four Business Days prior to the requested Borrowing Date, in the case of Offshore Currency Loans, (ii) 9:00 a.m.(Chicago time) two Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Committed Loans; Loans denominated in Dollars, and (iiiii) prior to 10:00 11:00 a.m. (Chicago time) on the requested Borrowing Date, in the case of Base Rate Committed Loans, specifying: (A) the amount of the Committed Borrowing, which shall be in an aggregate minimum amount of $5,000,000 or any multiple of $1,000,000 in excess thereofnot less than the Minimum Tranche; (B) the requested Borrowing Date, which shall be a Business Day; (C) the Type of Committed Loans comprising the such Committed Borrowing; and; (D) if in the Committed Loans consist case of Offshore Rate Committed Loans, the duration of the initial Interest Period applicable to such Committed Loans included therefor; and (E) in such notice. If the Notice case of a Borrowing fails to specify the duration of the Interest Period for any Committed Borrowing comprised of Offshore Rate Committed Currency Loans, such Interest Period shall be one monththe Applicable Currency. (b) The Dollar Equivalent amount of any Committed Borrowing in an Offshore Currency will be determined by the Agent for such Borrowing on the Computation Date therefor in accordance with subsection 2.5(a). The Agent will promptly notify each Bank Lender of its receipt of any Notice of Committed Borrowing and of the amount of such Bank’s Pro Rata Lender's Unused Commitment Share of that such Borrowing. In the case of a Borrowing comprised of Offshore Currency Loans, such notice will provide the approximate amount of each Lender's Unused Commitment Share of such Borrowing, and the Agent will, upon the determination of the Dollar Equivalent amount of such Borrowing as specified in the related Notice of Committed Borrowing, promptly notify each Lender of the exact amount of such Lender's Unused Commitment Share of such Borrowing. (c) Each Bank Lender will make the amount of its Pro Rata Unused Commitment Share of each Committed Borrowing available to the Agent for the account of the Company at the Agent’s 's Payment Office by 12:00 noon (Chicago time) on the Borrowing Date requested by the Company in funds immediately available to Same Day Funds and in the Agent. Any such amount which is received later than 12:00 requested currency (i) in the case of a Committed Borrowing comprised of Loans in Dollars, by noon (Chicago time) shall be deemed to have been received on and (ii) in the immediately succeeding Business Daycase of a Borrowing comprised of Offshore Currency Loans, by such time as the Agent may specify. The proceeds of each all such Committed Borrowing Loans will then be made available to the Company by the Agent at such office by crediting the account of the Company on the books of Bank One for BofA with the aggregate of the amounts made available to the Agent by the Banks Lenders and in like funds as received by the Agent, or if requested by the Company, by wire transfer in accordance with written instructions provided to the Agent by the Company of such funds as received by the Agent, unless on the date of the Committed Borrowing all or any portion of the proceeds thereof shall then be required to be applied to the repayment of any outstanding Loans, in which case such proceeds or portion thereof shall be applied to the payment of such Loans. (d) After giving effect to any Committed Borrowing, unless the Agent otherwise consents, there may not be more than eight (8) ten different Interest Periods in effect in respect of for all Committed Loans and Bid Loans together then outstandingBorrowings.

Procedure for Committed Borrowing. (a) Each Committed Borrowing shall be made upon the Company’s 's irrevocable written notice delivered to the Agent in the form of a Notice of Borrowing (which notice must be received by the Agent prior to 9:00 a.m. (San Francisco time) (i) prior to 10:00 a.m. (Chicago time) three Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Committed LIBOR Loans; and (ii) prior to 10:00 a.m. (Chicago time) on the requested Borrowing Date, in the case of Base Rate Committed Loans, specifying: (A) the amount of the Committed Borrowing, which shall be be, in the case of LIBOR Committed Loans, in an aggregate minimum amount of $5,000,000 or any multiple of $1,000,000 in excess thereof and, in the case of Base Rate Loans, in an aggregate minimum amount of $1,000,000 or any multiple of $1,000,000 in excess thereof; (B) the requested Borrowing Date, which shall be a Business Day; (C) the Type of Committed Loans comprising the Committed Borrowing; and (D) if the Committed Loans consist of Offshore Rate Committed Loans, the duration of the Interest Period applicable to such Committed Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Committed Borrowing comprised of Offshore Rate Committed LIBOR Loans, such Interest Period shall be one monththree months. (b) The Agent will promptly notify each Bank of its receipt of any Notice of Borrowing and of the amount of such Bank’s 's Pro Rata Share of that Committed Borrowing. (c) Each Bank will make the amount of its Pro Rata Share of each Committed Borrowing available to the Agent for the account of the Company at the Agent’s 's Payment Office by 12:00 noon 11:00 a.m. (Chicago San Francisco time) on the Borrowing Date requested by the Company in funds immediately available to the Agent. Any such amount which is received later than 12:00 noon (Chicago time) shall be deemed to have been received on the immediately succeeding Business Day. The proceeds of each all such Committed Borrowing Loans will then be made available to the Company by the Agent at such office by crediting the account of the Company on the books of Bank One for BofA with the aggregate of the amounts made available to the Agent by the Banks and in like funds as received by the Agent, or if requested by the Company, by wire transfer in accordance with written instructions provided to the Agent by the Company of such funds as received by the Agent, unless on the date of the Committed Borrowing all or any portion of the proceeds thereof shall then be required to be applied to the repayment of any outstanding Loans, in which case such proceeds or portion thereof shall be applied to the payment of such Loans. (d) After giving effect to any Committed Borrowing, unless the Agent shall otherwise consent, there may not be more than eight (8) five different Interest Periods in effect in respect of all Committed Loans and Bid Loans together then outstanding.

Procedure for Committed Borrowing. (a) Each Committed Borrowing shall be made upon the Company’s 's irrevocable written notice delivered to the Agent in the form of a Notice of Borrowing (Borrowing, which notice must be received by the Agent (i) prior to 10:00 9:00 a.m. (Chicago time) (i) four Business Days prior to the requested Borrowing Date, in the case of Offshore Currency Loans, (ii) three Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Committed Loans; Loans denominated in Dollars, and (ii) prior to 10:00 a.m. (Chicago timeiii) on the requested Borrowing Date, in the case of Base Rate Committed Loans, specifying: (A) the amount of the Committed Borrowing, which shall be in an aggregate minimum amount of $5,000,000 or any multiple of $1,000,000 in excess thereofnot less than the Minimum Tranche; (B) the requested Borrowing Date, which shall be a Business Day; (C) the Type of Committed Loans comprising the such Committed Borrowing; and; (D) if in the Committed Loans consist case of Offshore Rate Committed Loans, the duration of the initial Interest Period applicable to such Committed Loans included therefor; and (E) in such notice. If the Notice case of a Borrowing fails to specify the duration of the Interest Period for any Committed Borrowing comprised of Offshore Rate Committed Currency Loans, such Interest Period shall be one monththe Applicable Currency. (b) The Dollar Equivalent amount of any Committed Borrowing in an Offshore Currency will be determined by the Agent for such Borrowing on the Computation Date therefor in accordance with subsection 2.5(a). Upon receipt of a Notice of Committed Borrowing, the Agent will promptly notify each Bank Lender of its receipt of any Notice of Borrowing and of the amount of such Bank’s Pro Rata Lender's Unused Commitment Share of that such Borrowing. In the case of a Borrowing comprised of Offshore Currency Loans, such notice will provide the approximate amount of each Lender's Unused Commitment Share of such Borrowing, and the Agent will, upon the determination of the Dollar Equivalent amount of such Borrowing as specified in the related Notice of Committed Borrowing, promptly notify each Lender of the exact amount of such Lender's Unused Commitment Share of such Borrowing. (c) Each Bank Lender will make the amount of its Pro Rata Unused Commitment Share of each Committed Borrowing available to the Agent for the account of the Company at the Agent’s 's Payment Office by 12:00 noon (Chicago time) on the Borrowing Date requested by the Company in funds immediately available to the Agent. Any such amount which is received later than 12:00 noon (Chicago time) shall be deemed to have been received on the immediately succeeding Business Day. The proceeds of each such Committed Borrowing will then be made available to the Company by the Agent at such office by crediting the account of the Company on the books of Bank One for the aggregate of the amounts made available to the Agent by the Banks Same Day Funds and in like funds as received by the Agent, or if requested by currency (i) in the Company, by wire transfer in accordance with written instructions provided to the Agent by the Company case of such funds as received by the Agent, unless on the date of the Committed Borrowing all or any portion of the proceeds thereof shall then be required to be applied to the repayment of any outstanding Loans, in which case such proceeds or portion thereof shall be applied to the payment of such Loans. (d) After giving effect to any Committed Borrowing, there may not be more than eight (8) different Interest Periods in effect in respect of all Committed Loans and Bid Loans together then outstanding.a

Procedure for Committed Borrowing. (a) Each Committed Borrowing shall be made upon the Company’s 's irrevocable written notice delivered to the Agent in accordance with Section 10.02 in the form of a Notice of Borrowing (which notice must be received by the Agent (i) prior to 10:00 a.m. (Chicago San Francisco time) (i) three Business Days prior to the requested Borrowing Datedate, in the case of Offshore Rate Committed Loans; and (ii) prior to 10:00 a.m. (Chicago time) on the requested Borrowing Datedate, in the case of Base Rate Committed Loans, specifying: (A) the amount of the Committed Borrowing, which shall be in an aggregate minimum principal amount of one million dollars ($5,000,000 1,000,000) or any multiple of one million dollars ($1,000,000 1,000,000) in excess thereof; (B) the requested Borrowing Datedate, which shall be a Business Day; (C) whether the Type Committed Borrowing is to be comprised of Offshore Rate Committed Loans comprising the or Base Rate Committed Borrowing; andLoans; (D) if the Committed Loans consist of Offshore Rate Committed Loans, the duration of the Interest Period applicable to such Committed Loans included in such notice. If the Notice of Borrowing fails shall fail to specify the duration of the Interest Period for any Committed Borrowing comprised of Offshore Rate Committed Loans, such Interest Period shall be one monththree months. PROVIDED, HOWEVER, that with respect to the Committed Borrowing to be made on the Closing Date, the Notice of Borrowing shall be delivered to the Agent not later than 11:00 a.m. (San Francisco time) on the Closing Date and such Committed Borrowing will consist of Base Rate Committed Loans only. (b) The Upon receipt of the Notice of Borrowing, the Agent will promptly notify each Bank of its receipt of any Notice of Borrowing thereof and of the amount of such Bank’s Pro Rata Share 's Commitment Percentage of that the Committed Borrowing. (c) Each Bank will make the amount of its Pro Rata Share Commitment Percentage of each the Committed Borrowing available to the Agent for the account of the Company at the Agent’s 's Payment Office by 12:00 noon 11:00 a.m. (Chicago San Francisco time) on the Borrowing Date date requested by the Company in funds immediately available to the Agent. Any such amount which is received ; PROVIDED, HOWEVER, that with respect to the Committed Borrowing to be made on the Closing Date, the funds shall be made available to the Agent not later than 12:00 noon (Chicago San Francisco time) shall be deemed to have been received on the immediately succeeding Business DayClosing Date. The proceeds of each all such Committed Borrowing Loans will then be made available to the Company by the Agent at such office by crediting the account of the Company on the books of Bank One for BofA with the aggregate of the amounts made available to the Agent by the Banks and in like funds as received by the Agent, or if requested by the Company, by wire transfer in accordance with written instructions provided to the Agent by the Company of such funds as received by the Agent, unless on the date of the Committed Borrowing all or any portion of the proceeds thereof shall then be required to be applied to the repayment of any outstanding Loans, in which case such proceeds or portion thereof shall be applied to the payment of such Loans. (d) Unless the Majority Banks shall otherwise agree, during the existence of a Default or an Event of Default, the Company may not elect to have a Loan be made as, or converted into or continued as, an Offshore Rate Loan. (e) After giving effect to any Committed Borrowing, there may shall not be more than eight (8) ten different Interest Periods in effect in respect of all Committed Loans and Bid Loans together then outstanding.

Procedure for Committed Borrowing. (a) Each Committed Borrowing (other than a Borrowing of Committed Loans pursuant to Section 2.01(b)(iv) or Section 3.03(b)) shall be made upon the Company’s a Borrower's irrevocable written notice delivered to the Agent in accordance with Section 12.02 in the form of a Notice of Borrowing (which notice must be received by the Agent (i) prior to 10:00 a.m. 1:00 p.m. (Chicago New York City time) not less than three Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Eurodollar Committed Loans; and (ii) prior to 10:00 11:00 a.m. (Chicago New York City time) on the requested Borrowing Date, in the case of Base Rate Committed Loans, specifying: (A) the amount of the Committed Borrowing, which shall be in an aggregate minimum principal amount of $5,000,000 or any multiple of $1,000,000 in excess thereof; (B) the requested Borrowing Date, which shall be a Business Day; (C) whether the Type Committed Borrowing is to be comprised of Eurodollar Committed Loans comprising the or Base Rate Committed BorrowingLoans; and (D) if the Committed Loans consist of Offshore Rate Committed Loans, the duration of the Interest Period Period, if any, applicable to such Committed Loans included in such notice. If the Notice of Borrowing fails shall fail to specify the duration of the Interest Period for any Committed Borrowing comprised of Offshore Rate Eurodollar Committed Loans, such Interest Period shall be one month; provided that for purposes of borrowing the initial Base Rate Committed Loans made on the Effective Date, such Notice of Borrowing shall be effective if received by the Agent not later than 10 a.m. (New York City time) on the Effective Date. (b) The Upon receipt of the Notice of Borrowing, the Agent will promptly notify each Bank of its receipt of any Notice of Borrowing thereof and of the amount of such Bank’s Pro Rata Share 's Commitment Percentage of that the Committed Borrowing. (c) Each Bank will make the amount of its Pro Rata Share Commitment Percentage of each Committed Borrowing available to the Agent for the account of the Company relevant Borrower at the Agent’s 's Payment Office by 12:00 noon 1:00 p.m. (Chicago New York City time) (or, in the case of Base Rate Committed Loans, 2:00 p.m. (New York City time)) on the Borrowing Date requested by the Company such Borrower in funds immediately available to the Agent. Any such amount which is received later than 12:00 noon (Chicago time) shall be deemed to have Unless any applicable condition of Article V has not been received on satisfied, the immediately succeeding Business Day. The proceeds of each all such Committed Borrowing Loans will then be made available to the Company such Borrower by the Agent at such office by crediting the account of the Company on the books of Bank One for the aggregate of the amounts made available to the Agent by the Banks and in like funds as received by the Agent, or if requested by the Company, by wire transfer in accordance with written instructions provided to the Agent by the Company of such funds as received by the Agent, unless on the date of the Committed Borrowing all or any portion of the proceeds thereof shall then be required to be applied to the repayment of any outstanding Loans, in which case such proceeds or portion thereof shall be applied to the payment of such LoansBorrower. (d) Upon the request of the Majority Banks during the existence of an Event of Default, no Borrower shall elect to have a Committed Loan be made as a Eurodollar Committed Loan. (e) After giving effect to any Committed Borrowing, there may shall not be more than eight (8) fifteen different Interest Periods in effect in respect of all Committed Loans and Bid Loans together then outstanding. (i) Whenever a Borrower desires to make a Swingline Borrowing hereunder, it shall give the Agent and the Swingline Bank not later than 1:00 p.m. (New York City time) on the date that a Swingline Loan is to be made, written notice or telephonic notice promptly confirmed in writing of each Swingline Loan to be made hereunder. Each such notice shall be irrevocable and specify in each case: (A) the amount of the Swingline Loan, which shall be in an aggregate minimum principal amount of $100,000 or any multiple of $50,000 in excess thereof; (B) the requested Borrowing Date, which shall be a Business Day; (C) whether the Swingline Loan is to be a Base Rate Loan, an IBOR Loan or a Negotiated Rate Loan; and (D) the duration of the Interest Period, if any, applicable to such Swingline Loan. If the borrowing request shall fail to specify the duration of the Interest Period for any Swingline Loan to bear interest based on IBOR, such Interest Period shall be one week. (ii) The Swingline Bank shall not incur any liability to any Borrower in acting upon any telephonic notice which the Swingline Bank believes in good faith to have been given by officers authorized to act on behalf of such Borrower. (iii) The Agent shall notify the Banks on a monthly basis of any Swingline Borrowings hereunder. (iv) After giving effect to any Swingline Borrowing, there shall be no more than ten Borrowings of Swingline Loans outstanding at any time.

Procedure for Committed Borrowing. (a) Each Committed Borrowing shall be made upon the Company’s 's irrevocable written notice delivered to the Agent in the form of a Notice of Borrowing (which notice must be received by the Agent (i) prior to 10:00 10:30 a.m. (Chicago time) (i) four Business Days prior to the requested Borrowing Date, in the case of Offshore Currency Loans; (ii) three Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Committed LoansLoans denominated in Dollars; and (ii) prior provided, however, that if the Company wishes to 10:00 request Offshore Rate Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of "Interest Period", the applicable notice must be received by the Agent not later than 10:30 a.m. (Chicago time), four (4) Business Days prior to the requested date of Committed Borrowing, conversion or continuation; and (iii) on the requested Borrowing Date, in the case of Base Rate Committed Loans, in any such case, specifying: (A) the amount of the Committed Borrowing, which shall be in an aggregate minimum amount of $5,000,000 or any multiple of $1,000,000 in excess thereofnot less than the Minimum Tranche; (B) the requested Borrowing Date, which shall be a Business Day; (C) the Type of Committed Loans comprising the Committed Borrowing; and; (D) if the Committed Loans consist of Offshore Rate Committed Loans, the duration of the Interest Period applicable to such Committed Loans any Offshore Rate Loan included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Committed Borrowing comprised of Offshore Rate Committed Loans, such Interest Period shall be one month.; and (E) in the case of a Committed Borrowing comprised of Offshore Currency Loans, the Applicable Currency. provided, however, that with respect to the Borrowing to be made on the Closing Date, the Notice of Borrowing shall be delivered to the Agent not later than 10:30 a.m. (Chicago time) on the Closing Date and unless the Company has provided the applicable advance notice for Offshore Rate Loans and has agreed to pay funding losses in the same manner as set forth in Section 4.04 hereof, such Borrowing will consist of Base Rate Loans only. 40 (b) The Dollar Equivalent amount of any Committed Borrowing in an Offshore Currency will be determined by the Agent for such Committed Borrowing on the Computation Date therefor in accordance with subsection 2.05(a). Upon receipt of the Notice of Borrowing, the Agent will promptly notify each Bank of its receipt of any Notice of Borrowing thereof and of the amount of such Bank’s 's Pro Rata Share of that the Committed Borrowing. (c) Each Bank will make the amount of its Pro Rata Share of each Committed Borrowing available to the Agent for the account of the Company at the Agent’s 's Payment Office by 12:00 noon (Chicago time) on the Borrowing Date requested by the Company in funds immediately available to Same Day Funds and in the Agent. Any such amount which is received later than requested currency (i) in the case of a Committed Borrowing comprised of Loans in Dollars, by 12:00 noon (Chicago time), and (ii) shall be deemed to have been received on in the immediately succeeding Business Daycase of a Committed Borrowing comprised of Offshore Currency Loans, by such time as the Agent may reasonably specify. The proceeds of each all such Committed Borrowing Loans will then be made available to the Company by the Agent at such office by crediting the account of the Company on the books of Bank One for BofA with the aggregate of the amounts made available to the Agent by the Banks and in like funds as received by the Agent, or if requested by the Company, by wire transfer in accordance with written instructions provided to the Agent by the Company of such like funds as received by the Agent, unless on the date of the Committed Borrowing all or any portion of the proceeds thereof shall then be required to be applied to the repayment of any outstanding Loans, in which case such proceeds or portion thereof shall be applied to the payment of such Loans. (d) After giving effect to any Committed Borrowing, unless the Agent shall otherwise consent, there may not be more than eight (8) ten different Interest Periods in effect in respect of all Committed Loans and Bid Loans together then outstanding.

Procedure for Committed Borrowing. (a) Each Committed Borrowing shall be made upon the Company’s 's irrevocable written notice delivered to the Agent in the form of a Notice of Borrowing (which notice must be received by the Agent prior to (i) 10:30 a.m. (Chicago time) four Business Days prior to 10:00 the requested Borrowing Date, in the case of Offshore Currency Loans; (ii) 11:30 a.m. (Chicago time) three Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Committed LoansLoans denominated in Dollars; and (iiiii) prior to 10:00 10:30 a.m. (Chicago time) on the requested Borrowing Date, in the case of Base Rate Committed Loans, in any such case, specifying: (A) the amount of the Committed Borrowing, which shall be in an aggregate minimum amount of $5,000,000 or any multiple of $1,000,000 in excess thereofnot less than the Minimum Tranche; (B) the requested Borrowing Date, which shall be a Business Day; (C) the Type of Committed Loans comprising the Committed Borrowing; and; (D) if the Committed Loans consist of Offshore Rate Committed Loans, the duration of the Interest Period applicable to such Committed any Offshore Rate Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Committed Borrowing comprised of Offshore Rate Committed Loans, such Interest Period shall be one month; and (E) in the case of a Committed Borrowing comprised of Offshore Currency Loans, the Applicable Currency; provided, however, that if so requested by the Agent, all Committed Borrowings during the first 60 days following the Closing Date shall have the same Interest Period and shall be, at the Borrower's option, Base Rate Committed Loans or Offshore Rate Committed Loans in Dollars for Interest Periods no longer than one month. (b) The Upon receipt of the Notice of Borrowing, the Agent will promptly notify each Bank of its receipt of any Notice of Borrowing thereof and of the amount of such Bank’s 's Pro Rata Share of that the Committed Borrowing. In the case of a Committed Borrowing comprised of Offshore Currency Loans, such notice will provide the approximate amount of each Bank's Pro Rata Share of the Committed Borrowing, and the Agent will, upon the determination of the Dollar Equivalent amount of the Committed Borrowing as specified in the Notice of Borrowing, promptly notify each Bank of the exact Dollar Equivalent amount of such Bank's Pro Rata Share of the Committed Borrowing. The Dollar Equivalent amount of any Borrowing in an Offshore Currency will be determined by the Agent for such Committed Borrowing on the Computation Date therefor in accordance with subsection 2.05(a). (c) Each Bank will make the amount of its Pro Rata Share of each Committed Borrowing available to the Agent for the account of the Company at the Agent’s 's Payment Office by 12:00 noon (Chicago time) on the Borrowing Date requested by the Company in funds immediately available to Same Day Funds and in the Agent. Any such amount which is received later than requested currency (i) in the case of a Committed Borrowing comprised of Loans in Dollars, by 12:00 noon (Chicago time) shall be deemed to have been received on and (ii) in the immediately succeeding Business Daycase of a Committed Borrowing comprised of Offshore Currency Loans, by such time as the Agent may specify. The proceeds of each all such Committed Borrowing Loans will then be made available to the Company by the Agent at such office by crediting the account of the Company on the books of Bank One for BofA with the aggregate of the amounts made available to the Agent by the Banks and in like funds as received by the Agent, or if requested by the Company, by wire transfer in accordance with written instructions provided to the Agent by the Company of such funds as received by the Agent, unless on the date of the Committed Borrowing all or any portion of the proceeds thereof shall then be required to be applied to the repayment of any outstanding Loans, in which case such proceeds or portion thereof shall be applied to the payment of such Loans. (d) After giving effect to any Committed Borrowing, unless the Agent shall otherwise consent, there may not be more than eight nine (8) 9) different Interest Periods in effect in respect of the aggregate for all Committed Loans and Bid Loans together then outstandingLoans.

Procedure for Committed Borrowing. (a) Each Committed Borrowing shall be made upon the Company’s 's irrevocable written notice delivered to the Administrative Agent in the form of a Notice of Borrowing or, if applicable, a Notice of Term Loan Interest Rate Selection, (which notice must be received by the Administrative Agent before 12:00 noon (iNew York time) prior to 10:00 a.m. (Chicago timex) three Business Days prior to before the requested Borrowing Date, in the case of Offshore Eurodollar Rate Committed Loans; Loans and (iiy) prior to 10:00 a.m. (Chicago time) on one Business Day before the requested Borrowing Date, in the case of Alternate Base Rate Committed Loans, specifying: (A1) the amount of the Committed Borrowing, which shall be in an aggregate minimum amount of $5,000,000 or any multiple of $1,000,000 in excess thereof; (B2) the requested Borrowing Date, which shall be a Business Day; (C3) the Type of Committed Loans comprising the Committed Borrowing; and (D4) if the Committed Loans consist of Offshore Rate Committed Loans, the duration of the Interest Period applicable to such Committed Loans included in such notice. If the Notice of Borrowing or, if applicable, Notice of Term Loan Interest Rate Selection, fails to specify the duration of the Interest Period for any Committed Borrowing comprised of Offshore Eurodollar Rate Committed Loans, such Interest Period shall be one month. but with respect to any Committed Borrowing to be made on the Closing Date, the Notice of Borrowing or, if applicable, Notice of Term Loan Interest Rate Selection, shall be delivered to Administrative Agent not later than 12:00 noon (New York time) one Business Day before the Closing Date and such Committed Borrowing will consist of Alternate Base Rate Committed Loans only; and provided further that if so requested by Administrative Agent, all Committed Borrowings during the first 60 days following the Closing Date shall have the same Interest Period and shall be Alternate Base Rate Committed Loans or Eurodollar Rate Committed Loans for Interest Periods no longer than one month. (b) The Administrative Agent will promptly notify each Bank Lender of its receipt of any Notice of Borrowing or, if applicable, any Notice of Term Loan Interest Rate Selection, and of the amount of such Bank’s Lender's Pro Rata Share of that Committed Borrowing. (c) Each Bank Except with respect to a Segment of the Term Loan, each Lender will make the amount of its Pro Rata Share of each Committed Borrowing available to the Administrative Agent for the account of the Company at the Administrative Agent’s Payment Office 's offices by 12:00 noon 2:00 p.m. (Chicago New York time) on the Borrowing Date requested by the Company in funds immediately available to the Administrative Agent. Any such amount which is received later than 12:00 noon (Chicago time) shall be deemed to have been received on the immediately succeeding Business Day. The proceeds of each all such Committed Borrowing Loans will then be made available to the Company by the Administrative Agent by no later than 3:00 p.m. (New York time) on such Borrowing Date at such office by crediting the account of the Company on the books of Bank One for HSBC with the aggregate of the amounts made available to the Administrative Agent by the Banks Lenders and in like funds as received by the Administrative Agent, or if requested by the Company, by wire transfer in accordance with written instructions provided to the Agent by the Company of such funds as received by the Agent, unless on the date of the Committed Borrowing all or any portion of the proceeds thereof shall then be required to be applied to the repayment of any outstanding Loans, in which case such proceeds or portion thereof shall be applied to the payment of such Loans. (d) After giving effect to any Committed Borrowing, unless Administrative Agent shall otherwise consent, there may not be more than eight (8) six different Interest Periods in effect in respect of all Committed Loans and Competitive Bid Loans together then outstanding.

Procedure for Committed Borrowing. (a) Each Committed Borrowing shall be made upon the Company’s 's irrevocable written notice delivered to the Agent in the form of a Notice of Borrowing (which notice must be received by the Agent (i) prior to 10:00 a.m. (Chicago time) three Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Committed Loans; and (ii) prior to 10:00 a.m. (Chicago time) on the requested Borrowing Date, in the case of Base Rate Committed Loans, specifying: (A) the amount of the Committed Borrowing, which shall be in an aggregate minimum amount of $5,000,000 or any multiple of $1,000,000 in excess thereof; (B) the requested Borrowing Date, which shall be a Business Day; (C) the Type of Committed Loans comprising the Committed Borrowing; and (D) if the Committed Loans consist of Offshore Rate Committed Loans, the duration of the Interest Period applicable to such Committed Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Committed Borrowing comprised of Offshore Rate Committed Loans, such Interest Period shall be one month. (b) The Agent will promptly notify each Bank of its receipt of any Notice of Borrowing and of the amount of such Bank’s 's Pro Rata Share of that Committed Borrowing. (c) Each Bank will make the amount of its Pro Rata Share of each Committed Borrowing available to the Agent for the account of the Company at the Agent’s 's Payment Office by 12:00 noon (Chicago time) on the Borrowing Date requested by the Company in funds immediately available to the Agent. Any such amount which is received later than 12:00 noon (Chicago time) shall be deemed to have been received on the immediately succeeding Business Day. The proceeds of each such Committed Borrowing will then be made available to the Company by the Agent at such office by crediting the account of the Company on the books of Bank One for the aggregate of the amounts made available to the Agent by the Banks and in like funds as received by the Agent, or if requested by the Company, by wire transfer in accordance with written instructions provided to the Agent by the Company of such funds as received by the Agent, unless on the date of the Committed Borrowing all or any portion of the proceeds thereof shall then be required to be applied to the repayment of any outstanding Loans, in which case such proceeds or portion thereof shall be applied to the payment of such Loans. (d) After giving effect to any Committed Borrowing, there may not be more than eight (8) different Interest Periods in effect in respect of all Committed Loans and Bid Loans together then outstanding.the

Procedure for Committed Borrowing. (a) Each Committed Borrowing shall be made upon the Company’s 's irrevocable written notice delivered to the Administrative Agent in the form of a Notice of Borrowing (Committed Borrowing, which notice must be received by the Administrative Agent prior to (i) prior to 10:00 10:30 a.m. (Chicago time) three Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Committed Loans; , and (ii) prior to 10:00 10:30 a.m. (Chicago time) on the requested Borrowing Date, in the case of Base Rate Committed Loans, specifying: (A) the amount of the Committed Borrowing, which shall be in an aggregate minimum amount of $5,000,000 10,000,000 or any a higher multiple of $1,000,000 in excess thereof1,000,000; (B) the requested Borrowing Date, which shall be a Business Day; (C) the Type of Committed Loans comprising the such Committed Borrowing; and (D) if in the Committed Loans consist case of Offshore Rate Committed Loans, the duration of the initial Interest Period applicable to such Committed Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Committed Borrowing comprised of Offshore Rate Committed Loans, such Interest Period shall be one month. (b) The Administrative Agent will promptly notify each Bank Lender of its receipt of any Notice of Committed Borrowing and of the amount of such Bank’s Lender's Pro Rata Share of that Committed such Borrowing. (c) Each Bank Lender will make the amount of its Pro Rata Share of each Committed Borrowing available to the Administrative Agent for the account of the Company at the Administrative Agent’s 's Payment Office by 12:00 noon (Chicago time) on the Borrowing Date requested by the Company in funds immediately available to the Administrative Agent. Any such amount which is received later than 12:00 noon (Chicago time) shall be deemed to have been received on the immediately succeeding Business Day. The proceeds of each all such Committed Borrowing Loans will then promptly be made available to the Company by the Administrative Agent at such office by crediting the account of the Company on the books of Bank One for the aggregate of the amounts made available to the Agent by the Banks and in like funds as received by the Agent, or if requested by the Company, by wire transfer in accordance with written instructions provided to the Administrative Agent by the Company of such like funds as received by the Administrative Agent, unless on the date of the Committed Borrowing all or any portion of the proceeds thereof shall then be required to be applied to the repayment of any outstanding Loans, in which case such proceeds or portion thereof shall be applied to the payment of such Loans. (d) After giving effect to any Committed Borrowing, unless the Administrative Agent otherwise consents, (i) the number of Interest Periods in effect hereunder shall not exceed 10 and (ii) there may not be more than eight (8) different one seven-day Interest Periods Period in effect in respect of for all Committed Loans and Bid Loans together then outstandingBorrowings hereunder.

Procedure for Committed Borrowing. (a) Each Committed Borrowing shall be made upon the Company’s a Borrower's irrevocable written notice delivered to the Agent in the form of a Notice of Borrowing (which notice must be received by the Agent prior to 8:00 a.m. (San Francisco time) (i) two Business Days prior to 10:00 a.m. the requested Borrowing Date, in the case of Offshore Rate Loans denominated in Dollars; and (Chicago timeii) three Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Committed Loans; Currency Loans and (ii) prior to 10:00 a.m. (Chicago timeiii) on the requested Borrowing Date, in the case of Base Rate Committed Loans, specifying: (A) the amount of the Committed Borrowing, which shall be in an aggregate minimum amount of $5,000,000 or any multiple of $1,000,000 in excess thereofnot less than the Minimum Tranche; (B) the requested Borrowing Date, which shall be a Business Day; (C) the Type of Committed Loans comprising the Committed Borrowing; and; (D) if the Committed Loans consist of Offshore Rate Committed Loans, the duration of the Interest Period applicable to such Committed Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Committed Borrowing comprised of Offshore Rate Committed Loans, such Interest Period shall be one month; and (E) in the case of a Borrowing comprised of Offshore Currency Loans, the Applicable Currency; provided, however, that with respect to the Borrowing to be made on the Closing Date, the Notice of Borrowing for Offshore Rate Loans and an appropriate indemnification letter shall be delivered to the Agent not later than 8:00 a.m. (San Francisco time) three Business Days before the Closing Date. (b) The Dollar Equivalent amount of any Borrowing in an Offshore Currency will be determined by the Agent for such Borrowing on the Determination Date therefor in accordance with Section 2.5(a). Upon receipt of the Notice of Borrowing, the Agent will promptly notify each Bank of its receipt of any Notice of Borrowing thereof and of the amount of such Bank’s 's Pro Rata Share of that Committed the Borrowing. (c) Each Bank . In the case of a Borrowing comprised of Offshore Currency Loans, such notice will make provide the approximate amount of its each Bank's Pro Rata Share of each Committed Borrowing available to the Agent for the account of the Company at the Agent’s Payment Office by 12:00 noon (Chicago time) on the Borrowing Date requested by the Company in funds immediately available to the Agent. Any such amount which is received later than 12:00 noon (Chicago time) shall be deemed to have been received on the immediately succeeding Business Day. The proceeds of each such Committed Borrowing will then be made available to the Company by the Agent at such office by crediting the account of the Company on the books of Bank One for the aggregate of the amounts made available to the Agent by the Banks and in like funds as received by the Agent, or if requested by the Company, by wire transfer in accordance with written instructions provided to the Agent by the Company of such funds as received by the Agent, unless on the date of the Committed Borrowing all or any portion of the proceeds thereof shall then be required to be applied to the repayment of any outstanding Loans, in which case such proceeds or portion thereof shall be applied to the payment of such Loans. (d) After giving effect to any Committed Borrowing, there may not be more than eight (8) different Interest Periods in effect in respect of all Committed Loans and Bid Loans together then outstanding.of

Procedure for Committed Borrowing. (a) Each Committed Borrowing shall be made upon the Company’s irrevocable written notice delivered to of the Agent in the form of a Notice of Borrowing (which notice must be Borrower, received by the Administrative Agent (i) prior to 10:00 a.m. not later than 12:00 noon (Chicago New York City time) three Business Days prior to the requested Borrowing Datedate of the proposed Borrowing, in the case of Offshore Rate Committed Eurodollar Loans; and (ii) prior to 10:00 not later than 11:00 a.m. (Chicago New York City time) on the requested Borrowing Datedate of the proposed Borrowing, in the case of Base Reference Rate Loans. Each such notice of a Committed LoansBorrowing (a “Notice of Borrowing”) shall be in writing (including by facsimile confirmed immediately by telephone), in substantially the form of Exhibit 2.02 specifying: (Ai) the amount of the Committed Borrowingrequested borrowing date, which shall be in an a Business Day; (ii) the aggregate amount of the Borrowing, which (A) shall not exceed the unused portion of the Aggregate Commitments and (B) shall be a minimum amount of $5,000,000 or any an integral multiple of $1,000,000 in excess thereof; (Biii) whether the requested Borrowing Date, which shall is to be a Business Day; (C) the Type comprised of Committed Eurodollar Loans comprising the Committed Borrowingor Reference Rate Loans; and (Div) if the Committed Loans consist Borrowing is to be comprised of Offshore Rate Committed Eurodollar Loans, the duration of the initial Interest Period applicable to such Committed Loans included in such noticeLoans. If the Notice of Borrowing fails shall fail to specify the duration of the initial Interest Period for any Committed Borrowing comprised of Offshore Rate Committed Eurodollar Loans, such Interest Period shall be one monththree months. (b) The Upon receipt of a Notice of Borrowing, the Administrative Agent will shall promptly notify each Bank of its receipt of any Notice of Borrowing Lender thereof and of the amount of such BankLender’s Pro Rata Percentage Share of that Committed such Borrowing. (c) Each Bank will Lender shall make the amount of its Pro Rata Percentage Share of each the Committed Borrowing available to the Administrative Agent for the account of the Company Borrower at the Administrative Agent’s Payment Office by 12:00 noon (Chicago time) on the Borrowing Date borrowing date requested by the Company Borrower in funds immediately available to the Agent. Any such amount which is received later than Administrative Agent by 12:00 noon (Chicago New York City time) shall be deemed ), in the case of Committed Borrowings requested prior to have been received the date of the Borrowing, and 3:00 p.m. (New York City time), in the case of Committed Borrowings requested on the immediately succeeding Business Daysame date as the Borrowing. The proceeds of each such Committed Borrowing Unless any applicable condition specified in Article V has not been satisfied, the Administrative Agent will then be made make the funds so received from the Lenders promptly available to the Company by the Agent at such office Borrower by crediting the account of the Company Borrower on the books of Bank One for the Administrative Agent (or such other account as shall have been specified by the Borrower) with the aggregate of the amounts amount made available to the Administrative Agent by the Banks Lenders and in like funds as received by the Administrative Agent, or if requested by the Company, by wire transfer in accordance with written instructions provided to the Agent by the Company of such funds as received by the Agent, unless on the date of the Committed Borrowing all or any portion of the proceeds thereof shall then be required to be applied to the repayment of any outstanding Loans, in which case such proceeds or portion thereof shall be applied to the payment of such Loans. (d) After giving effect to any Committed Borrowing, there may shall not be more than eight (8) twelve different Interest Periods in effect in respect of all Committed Loans together. (e) If the applicable Issuing Bank shall not have received from the Borrower the payment required to be made by Section 2.11(e) in respect of any L/C Disbursement within the time specified in such Section, such Issuing Bank will promptly notify the Administrative Agent of the amount of such L/C Disbursement and Bid the Administrative Agent will promptly notify each Lender of such amount and its Percentage Share thereof. The Borrower shall be deemed to have requested a Reference Rate Borrowing in the amount of such L/C Disbursement and each Lender shall make a Loan by wire transfer of immediately available funds to the Administrative Agent not later than 3:00 p.m. (New York City time) on such date (or, if such Lender shall have received such notice later than 11:00 a.m. (New York City time) on any day, not later than 12:00 noon (New York City time) on the immediately following Business Day), in an amount equal to such Lender’s Percentage Share of such requested Borrowing (it being understood that such amount shall be deemed to have reduced the L/C Exposure), and the Administrative Agent will promptly pay to such Issuing Bank amounts so received by it from the Lenders. The Administrative Agent will promptly pay to such Issuing Bank any amounts received by it from the Borrower pursuant to Section 2.11(e) prior to the time that any Lender makes any payment pursuant to this paragraph (e); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Lenders that shall have made such payments and to such Issuing Bank, as their interests may appear. If any Lender shall not have made its Percentage Share of such L/C Disbursement available to the Administrative Agent as provided above, such Lender and the Borrower severally agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph to but excluding the date such amount is paid, to the Administrative Agent for the account of such Issuing Bank at (i) in the case of the Borrower, a rate per annum equal to the interest rate applicable to Reference Rate Loans together then outstandingpursuant to Section 2.08(a), and (ii) in the case of such Lender, for the first such day, the Federal Funds Rate, and for each day thereafter, the Reference Rate. In the event that any Loan is made under this paragraph (e) at a time when any condition under Section 5.02 is not satisfied, such Loan shall be immediately due and payable.

Procedure for Committed Borrowing. (a) Each Committed Borrowing shall be made upon the Company’s irrevocable written notice delivered to of the Agent in the form of a Notice of Borrowing (which notice must be Borrower, received by the Administrative Agent not later than 12:00 noon (New York City time) (i) prior to 10:00 a.m. (Chicago time) three Business Days prior to the requested Borrowing Datedate of the proposed Borrowing, in the case of Offshore Rate Committed Eurodollar Loans; and (ii) one Business Day prior to 10:00 a.m. (Chicago time) on the requested Borrowing Datedate of the proposed Borrowing, in the case of Base Reference Rate Loans; provided, however, that in case of a Committed LoansBorrowing of Reference Rate Loans after the cancellation of a Bid Borrowing pursuant to Section 2.04(c)(i), the Borrower may give such notice to the Administrative Agent not later than 11:00 a.m. (New York City time) on the date of such Committed Borrowing. Each such notice of a Committed Borrowing (a "Notice of Borrowing") shall be in writing (including by facsimile confirmed immediately by telephone), in substantially the form of Exhibit 2.02 specifying: (Ai) the amount of the Committed Borrowingrequested borrowing date, which shall be in an a Business Day; (ii) the aggregate amount of the Borrowing, which (A) shall not exceed the unused portion of the Aggregate Commitments and (B) shall be a minimum amount of $5,000,000 or any an integral multiple of $1,000,000 in excess thereof; (Biii) whether the requested Borrowing Date, which shall is to be a Business Day; (C) the Type comprised of Committed Eurodollar Loans comprising the Committed Borrowingor Reference Rate Loans; and (Div) if the Committed Loans consist Borrowing is to be comprised of Offshore Rate Committed Eurodollar Loans, the duration of the initial Interest Period applicable to such Committed Loans included in such noticeLoans. If the Notice of Borrowing fails shall fail to specify the duration of the initial Interest Period for any Committed Borrowing comprised of Offshore Rate Committed Eurodollar Loans, such Interest Period shall be one monththree months. (b) The Upon receipt of a Notice of Borrowing, the Administrative Agent will shall promptly notify each Bank of its receipt of any Notice of Borrowing thereof and of the amount of such Bank’s Pro Rata 's Percentage Share of that Committed such Borrowing. (c) Each Bank will shall make the amount of its Pro Rata Percentage Share of each the Committed Borrowing available to the Administrative Agent for the account of the Company Borrower at the Administrative Agent’s 's Payment Office by 12:00 noon (Chicago New York City time) on the Borrowing Date borrowing date requested by the Company Borrower in funds immediately available to the Administrative Agent. Any such amount which is Unless any applicable condition specified in Article V has not been satisfied, the Administrative Agent will make the funds so received later than 12:00 noon (Chicago time) shall be deemed to have been received on from the immediately succeeding Business Day. The proceeds of each such Committed Borrowing will then be made Banks promptly available to the Company by the Agent at such office Borrower by crediting the account of the Company Borrower on the books of Bank One for the Administrative Agent (or such other account as shall have been specified by the Borrower) with the aggregate of the amounts amount made available to the Administrative Agent by the Banks and in like funds as received by the Administrative Agent, or if requested by the Company, by wire transfer in accordance with written instructions provided to the Agent by the Company of such funds as received by the Agent, unless on the date of the Committed Borrowing all or any portion of the proceeds thereof shall then be required to be applied to the repayment of any outstanding Loans, in which case such proceeds or portion thereof shall be applied to the payment of such Loans. (d) After giving effect to any Committed Borrowing, there may shall not be more than eight (8) six different Interest Periods in effect in respect of all Committed Loans and Bid Loans together then outstandingtogether.

Procedure for Committed Borrowing. (a) Each Committed Borrowing shall be made upon the Company’s 's irrevocable written notice delivered to the Administrative Agent in the form of a Notice of Borrowing (which notice must be received by the Administrative Agent before 12:00 noon (iNew York time) prior to 10:00 a.m. (Chicago timex) three Business Days prior to before the requested Borrowing Date, in the case of Offshore Eurodollar Rate Committed Loans; Loans and (iiy) prior to 10:00 a.m. (Chicago time) on one Business Day before the requested Borrowing Date, in the case of Alternate Base Rate Committed Loans, specifying: (A1) the amount of the Committed Borrowing, which shall be in an aggregate minimum amount of $5,000,000 2,500,000 or any multiple of $1,000,000 500,000 in excess thereof; (B2) the requested Borrowing Date, which shall be a Business Day; (C3) the Type of Committed Loans comprising the Committed Borrowing; and (D4) if the Committed Loans consist of Offshore Rate Committed Loans, the duration of the Interest Period applicable to such Committed Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Committed Borrowing comprised of Offshore Eurodollar Rate Committed Loans, such Interest Period shall be one month. but with respect to any Committed Borrowing to be made on the Closing Date, the Notice of Borrowing shall be delivered to Administrative Agent not later than 12:00 noon (New York time) one Business Day before the Closing Date and such Committed Borrowing will consist of Alternate Base Rate Committed Loans only; and provided further that if so requested by Administrative Agent, all Committed Borrowings during the first 60 days following the Closing Date shall have the same Interest Period and shall be Alternate Base Rate Committed Loans or Eurodollar Rate Committed Loans for Interest Periods no longer than one month. (b) The Administrative Agent will promptly notify each Bank Lender of its receipt of any Notice of Borrowing and of the amount of such Bank’s Lender's Pro Rata Share of that Committed Borrowing. (c) Each Bank Lender will make the amount of its Pro Rata Share of each Committed Borrowing available to the Administrative Agent for the account of the Company at the Administrative Agent’s Payment Office 's offices by 12:00 noon 2:00 p.m. (Chicago New York time) on the Borrowing Date requested by the Company in funds immediately available to the Administrative Agent. Any such amount which is received later than 12:00 noon (Chicago time) shall be deemed to have been received on the immediately succeeding Business Day. The proceeds of each all such Committed Borrowing Loans will then be made available to the Company by the Administrative Agent by no later than 3:00 p.m. (New York time) on such Borrowing Date at such office by crediting the account of the Company on the books of Bank One for HSBC with the aggregate of the amounts made available to the Administrative Agent by the Banks Lenders and in like funds as received by the Administrative Agent, or if requested by the Company, by wire transfer in accordance with written instructions provided to the Agent by the Company of such funds as received by the Agent, unless on the date of the Committed Borrowing all or any portion of the proceeds thereof shall then be required to be applied to the repayment of any outstanding Loans, in which case such proceeds or portion thereof shall be applied to the payment of such Loans. (d) After giving effect to any Committed Borrowing, unless Administrative Agent shall otherwise consent, there may not be more than eight (8) six different Interest Periods in effect in respect of all Committed Loans and Competitive Bid Loans together then outstanding.

Procedure for Committed Borrowing. (a) Each Committed Borrowing shall be made upon the Company’s Borrower's irrevocable written notice telephonic notice, confirmed in writing, delivered to the Agent in the form of a Notice of Borrowing (which notice must be received by the Agent prior to 11:30 a.m. New York City time) (i) prior to 10:00 a.m. (Chicago time) three Business Days prior to the requested Borrowing Date, in the case of Offshore LIBOR Rate Committed Loans; and (ii) prior to 10:00 a.m. (Chicago time) on the requested Borrowing Date, in the case of Base Rate Committed Loans, specifying: (A) the amount of the Committed Borrowing, which shall be (i) in the case of Base Rate Committed Loans, in an aggregate minimum amount of $1,000,000 or an integral multiple of $100,000 in excess thereof and (ii) in the case of LIBOR Rate Committed Loans, in an aggregate minimum amount of $5,000,000 or any an integral multiple of $1,000,000 in excess thereof; (B) the requested Borrowing Date, which shall be a Business Day; (C) the Type of Committed Loans comprising the Committed Borrowing; and (D) if the such Committed Loans consist of Offshore Borrowing is to be a LIBOR Rate Committed LoansLoan, the duration of the Interest Period applicable to such Committed Loans Loan included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any such Committed Borrowing comprised of Offshore Rate Committed LoansBorrowing, such Interest Period shall be one month. PROVIDED, HOWEVER, that with respect to any Committed Borrowing to be made on the Closing Date, the Notice of Borrowing shall be delivered to the Agent not later than 11:30 a.m. (New York City time) on the Closing Date and such Committed Borrowing will consist of Base Rate Committed Loans only. (b) The Agent will promptly notify each Bank Lender of its receipt of any Notice of Borrowing and of the amount of such Bank’s Lender's Pro Rata Share of that Committed Borrowing. (c) Each Bank Lender will make the amount of its Pro Rata Share of each Committed Borrowing available to the Agent for the account of the Company Borrower at the Agent’s 's Payment Office by 12:00 noon 1:00 p.m. (Chicago New York City time) (or 2:30 p.m. New York City time in the case of a Base Rate Committed Loan) on the Borrowing Date requested by the Company Borrower in funds immediately available to the Agent. Any such amount which is received later than 12:00 noon (Chicago time) shall be deemed to have been received on the immediately succeeding Business Day. The proceeds of each all such Committed Borrowing Loans will then be made available to the Company Borrower by the Agent at such office by crediting the account of the Company on the books of Bank One for the aggregate of the amounts made available to the Agent by the Banks and in like funds as received by the Agent, or if requested by the Company, by wire transfer by 4:00 p.m. New York City time on the Borrowing Date in accordance with written instructions provided to the Agent by the Company Borrower of such like funds in United States dollars as received by the Agent, unless on the date of the Committed Borrowing all or any portion of the proceeds thereof shall then be required to be applied to the repayment of any outstanding Loans, in which case such proceeds or portion thereof shall be applied to the payment of such Loans. (d) After giving effect to any Committed Borrowing, unless the Agent shall otherwise consent, there may not be more than eight (8) six different Interest Periods in effect in respect of all Committed Loans and Bid Loans together then outstanding.

Procedure for Committed Borrowing. (a) Each Committed Borrowing shall be made upon the Company’s irrevocable written notice delivered to the Administrative Agent by the applicable Borrower in the form of a Notice of Borrowing (Committed Borrowing, which notice must be received by the Administrative Agent prior to (i) prior to 10:00 10:30 a.m. (Chicago time) time three Business Days prior to the requested Borrowing Date, in the case of Offshore Rate LIBOR Committed Loans; , and (ii) prior to 10:00 10:30 a.m. (Chicago time) time on the requested Borrowing Date, in the case of Base Rate Committed Loans, specifying: (A) the amount of the Committed Borrowing, which shall be in an aggregate minimum amount of $5,000,000 or any a higher multiple of $1,000,000 in excess thereof1,000,000; (B) the requested Borrowing Date, which shall be a Business Day; (C) the Type of Committed Loans comprising the such Committed Borrowing; and (D) if in the Committed Loans consist case of Offshore Rate LIBOR Committed Loans, the duration of the initial Interest Period applicable to such Committed Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Committed Borrowing comprised of Offshore Rate Committed Loans, such Interest Period shall be one month. (b) The Administrative Agent will promptly notify each Bank Lender of its receipt of any Notice of Committed Borrowing and of the amount of such Bank’s Lender's Pro Rata Share of that Committed such Borrowing. (c) Each Bank Lender will make the amount of its Pro Rata Share of each Committed Borrowing available to the Administrative Agent for the account of the Company applicable Borrower at the Administrative Agent’s 's Payment Office by 12:00 noon (Chicago time) time on the Borrowing Date requested by the Company such Borrower in funds immediately available to the Administrative Agent. Any such amount which is received later than 12:00 noon (Chicago time) shall be deemed to have been received on the immediately succeeding Business Day. The proceeds of each all such Committed Borrowing Loans will then be made available to the Company applicable Borrower by the Administrative Agent at such office by crediting the account of the Company on the books of Bank One for the aggregate of the amounts made available to the Agent by the Banks and in like funds as received by the Agent, or if requested by the Company, by wire transfer in accordance with written instructions provided to the Administrative Agent by the Company such Borrower of such like funds as received by the Administrative Agent, unless on the date of the Committed Borrowing all or any portion of the proceeds thereof shall then be required to be applied to the repayment of any outstanding Loans, in which case such proceeds or portion thereof shall be applied to the payment of such Loans. (d) After giving effect to any Committed Borrowing, unless the Administrative Agent otherwise consents, there may not be more than eight (8) 20 different Interest Periods in effect in respect of for all Committed Loans and Bid Loans together then outstandingBorrowings.

Procedure for Committed Borrowing. (a) Each Committed Borrowing shall be made upon the Company’s applicable Borrower's irrevocable written notice delivered to the Agent in the form of a Notice of Borrowing (which notice must be received by the Agent prior to 9:00 a.m. (San Francisco time)) (i) prior to 10:00 a.m. (Chicago time) three Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Committed Loans; , and (ii) one Business Day prior to 10:00 a.m. (Chicago time) on the requested Borrowing Date, in the case of Base Rate Committed Loans, specifying: (A) the amount of the Committed Borrowing, which shall be in an aggregate minimum amount of $5,000,000 or any multiple of $1,000,000 in excess thereof; (B) the requested Borrowing Date, which shall be a Business Day; (C) the Type of Committed Loans comprising the Committed Borrowing; and (D) if the Committed Loans consist of Offshore Rate Committed Loans, the duration of the Interest Period applicable to such any Offshore Rate Committed Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Committed Borrowing comprised of Offshore Rate Committed Loans, such Interest Period shall be one monththree months. (b) The Agent will promptly notify each Bank of its receipt of any Notice of Borrowing and of the amount of such Bank’s 's Pro Rata Share of that Committed Borrowing. (c) Each Bank will make the amount of its Term Loan available to the Agent for the account of the Term Borrower, or its Pro Rata Share of each Committed Borrowing available to the Agent for the account of the Company Revolving Borrower, in the case of a Revolving Loan, in each case at the Agent’s 's Payment Office by 12:00 noon 11:00 a.m. (Chicago San Francisco time) on the Borrowing Date requested by the Company applicable Borrower in funds immediately available to the Agent. Any such amount which is received later than 12:00 noon (Chicago time) shall be deemed to have been received on the immediately succeeding Business Day. The proceeds of each all such Committed Loans received in immediately available funds by the Agent by 11:00 a.m. (San Francisco time) on such Borrowing Date will then be made available to the Company applicable Borrower by the Agent in immediately available funds at such office by crediting by 1:00 p.m. (San Francisco time) on such date the account of the Company applicable Borrower on the books of Bank One for BofA with the aggregate of the amounts made available in immediately available funds to the Agent by the Banks and in like funds as received by the AgentBanks; provided, or that, if requested by the Company, by wire transfer in accordance with written instructions provided to the Agent by the Company of on such funds as received by the Agent, unless on the date of the Committed Borrowing Date all or any portion of the proceeds thereof shall then be required to be applied to the repayment of any outstanding LoansSwingline Loans pursuant to Section 2.07, in which case such proceeds or portion thereof shall be applied to the payment repayment of such Swingline Loans. Subject to the proviso in the immediately preceding sentence, any proceeds of such Committed Loans received in immediately available funds by the Agent by 11:00 a.m. (San Francisco time) on such Borrowing Date and not credited to the applicable Borrower by 1:00 p.m. (San Francisco time) on such date shall be deemed to have been disbursed on the following Business Day and interest shall begin to accrue thereon on such following Business Day; provided, that, if the failure to credit any such funds received from a Bank by the Agent in immediately available funds by 11:00 a.m. (San Francisco time) on such Borrowing Date to the applicable Borrower by 1:00 p.m. (San Francisco time) on such date is due to the gross negligence or willful misconduct of the Agent, then the Agent shall pay to such Bank interest on such funds at the Federal Funds Rate from such date of receipt by the Agent to the following Business Day. (d) After giving effect to any Committed Borrowing, there may not be more than eight (8) seven different Interest Periods in effect in respect of all Committed Loans and Bid Loans together then outstanding.

Procedure for Committed Borrowing. (a) Each Committed Borrowing shall be made upon the Company’s irrevocable written notice delivered to the Agent in the form of a Notice of Borrowing (which notice must be received by the Agent (i) prior to 10:00 a.m. (Chicago time) three Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Committed Loans; and (ii) prior to 10:00 a.m. (Chicago time) on the requested Borrowing Date, in the case of Base Rate Committed Loans, specifying: (A) the amount of the Committed Borrowing, which shall be in an aggregate minimum amount of $5,000,000 or any multiple of $1,000,000 in excess thereof; (B) the requested Borrowing Date, which shall be a Business Day; (C) the Type of Committed Loans comprising the Committed Borrowing; and (D) if the Committed Loans consist of Offshore Rate Committed Loans, the duration of the Interest Period applicable to such Committed Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Committed Borrowing comprised of Offshore Rate Committed Loans, such Interest Period shall be one month. (b) The Agent will promptly notify each Bank of its receipt of any Notice of Borrowing and of the amount of such Bank’s Pro Rata Share of that Committed Borrowing. (c) Each Bank will make the amount of its Pro Rata Share of each Committed Borrowing available to the Agent for the account of the Company at the Agent’s Payment Office by 12:00 noon (Chicago time) on the Borrowing Date requested by the Company in funds immediately available to the Agent. Any such amount which is received later than 12:00 noon (Chicago time) shall be deemed to have been received on the immediately succeeding Business Day. The proceeds of each such Committed Borrowing will then be made available to the Company by the Agent at such office by crediting the account of the Company on the books of Bank One JPMorgan for the aggregate of the amounts made available to the Agent by the Banks and in like funds as received by the Agent, or if requested by the Company, by wire transfer in accordance with written instructions provided to the Agent by the Company of such funds as received by the Agent, unless on the date of the Committed Borrowing all or any portion of the proceeds thereof shall then be required to be applied to the repayment of any outstanding Loans, in which case such proceeds or portion thereof shall be applied to the payment of such Loans. (d) After giving effect to any Committed Borrowing, there may not be more than eight (8) different Interest Periods in effect in respect of all Committed Loans and Bid Loans together then outstanding.

Procedure for Committed Borrowing. (a) Each Committed Borrowing shall be made upon the Company’s irrevocable written notice delivered to of the Agent in the form of a Notice of Borrowing (which notice must be Borrower, received by the Administrative Agent (i) prior to 10:00 a.m. not later than 12:00 noon (Chicago New York City time) three Business Days prior to the requested Borrowing Datedate of the proposed Borrowing, in the case of Offshore Rate Committed Eurodollar Loans; and (ii) prior to 10:00 not later than 11:00 a.m. (Chicago New York City time) on the requested Borrowing Datedate of the proposed Borrowing, in the case of Base Reference Rate Loans. Each such notice of a Committed LoansBorrowing (a "Notice of Borrowing") shall be in writing (including by facsimile confirmed immediately by telephone), in substantially the form of Exhibit 2.02 specifying:: 155 (Ai) the amount of the Committed Borrowingrequested borrowing date, which shall be in an a Business Day; (ii) the aggregate amount of the Borrowing, which (A) shall not exceed the unused portion of the Aggregate Commitments and (B) shall be a minimum amount of $5,000,000 or any an integral multiple of $1,000,000 in excess thereof; (Biii) whether the requested Borrowing Date, which shall is to be a Business Day; (C) the Type comprised of Committed Eurodollar Loans comprising the Committed Borrowingor Reference Rate Loans; and (Div) if the Committed Loans consist Borrowing is to be comprised of Offshore Rate Committed Eurodollar Loans, the duration of the initial Interest Period applicable to such Committed Loans included in such noticeLoans. If the Notice of Borrowing fails shall fail to specify the duration of the initial Interest Period for any Committed Borrowing comprised of Offshore Rate Committed Eurodollar Loans, such Interest Period shall be one monththree months. (b) The Upon receipt of a Notice of Borrowing, the Administrative Agent will shall promptly notify each Bank of its receipt of any Notice of Borrowing Lender thereof and of the amount of such Bank’s Pro Rata Lender's Percentage Share of that Committed such Borrowing. (c) Each Bank will Lender shall make the amount of its Pro Rata Percentage Share of each the Committed Borrowing available to the Administrative Agent for the account of the Company Borrower at the Administrative Agent’s 's Payment Office by 12:00 noon (Chicago time) on the Borrowing Date borrowing date requested by the Company Borrower in funds immediately available to the Agent. Any such amount which is received later than Administrative Agent by 12:00 noon (Chicago New York City time) shall be deemed ), in the case of Committed Borrowings requested prior to have been received the date of the Borrowing, and 3:00 p.m. (New York City time), in the case of Committed Borrowings requested on the immediately succeeding Business Daysame date as the Borrowing. The proceeds of each such Committed Borrowing Unless any applicable condition specified in Article V has not been satisfied, the Administrative Agent will then be made make the funds so received from the Lenders promptly available to the Company by the Agent at such office Borrower by crediting the account of the Company Borrower on the books of Bank One for the Administrative Agent (or such other account as shall have been specified by the Borrower) with the aggregate of the amounts amount made available to the Administrative Agent by the Banks Lenders and in like funds as received by the Administrative Agent, or if requested by the Company, by wire transfer in accordance with written instructions provided to the Agent by the Company of such funds as received by the Agent, unless on the date of the Committed Borrowing all or any portion of the proceeds thereof shall then be required to be applied to the repayment of any outstanding Loans, in which case such proceeds or portion thereof shall be applied to the payment of such Loans. (d) After giving effect to any Committed Borrowing, there may shall not be more than eight (8) twelve different Interest Periods in effect in respect of all Committed Loans together. (e) If the applicable Issuing Bank shall not have received from the Borrower the payment required to be made by Section 2.12(e) in respect of any L/C Disbursement within the time specified in such Section, such Issuing Bank will promptly notify the Administrative Agent of the amount of such L/C Disbursement and Bid the Administrative Agent will promptly notify each Lender of such amount and its Percentage Share thereof. The Borrower shall be deemed to have requested a Reference Rate Borrowing in the amount of such L/C Disbursement and each Lender shall make a Loan by wire transfer of immediately available funds to the Administrative Agent not later than 3:00 p.m. (New York City time) on such date (or, if such Lender shall have received such notice later than 11:00 a.m. (New York City time) on any day, not later than 12:00 noon (New York City time) on 156 the immediately following Business Day), in an amount equal to such Lender's Percentage Share of such requested Borrowing (it being understood that such amount shall be deemed to have reduced the L/C Exposure), and the Administrative Agent will promptly pay to such Issuing Bank amounts so received by it from the Lenders. The Administrative Agent will promptly pay to such Issuing Bank any amounts received by it from the Borrower pursuant to Section 2.12(e) prior to the time that any Lender makes any payment pursuant to this paragraph (e); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Lenders that shall have made such payments and to such Issuing Bank, as their interests may appear. If any Lender shall not have made its Percentage Share of such L/C Disbursement available to the Administrative Agent as provided above, such Lender and the Borrower severally agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph to but excluding the date such amount is paid, to the Administrative Agent for the account of such Issuing Bank at (i) in the case of the Borrower, a rate per annum equal to the interest rate applicable to Reference Rate Loans together then outstandingpursuant to Section 2.06(a), and (ii) in the case of such Lender, for the first such day, the Federal Funds Rate, and for each day thereafter, the Reference Rate. In the event that any Loan is made under this paragraph (e) at a time when any condition under Section 5.02 is not satisfied, such Loan shall be immediately due and payable.

Procedure for Committed Borrowing. (a) Each Committed Borrowing shall be made upon the Company’s 's irrevocable written notice delivered to the Agent in the form of a Notice of Borrowing (which notice must be received by the Agent prior to 9:00 a.m. (San Francisco time)) (i) prior to 10:00 a.m. (Chicago time) three Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Committed Loans; , and (ii) one Business Day prior to 10:00 a.m. (Chicago time) on the requested Borrowing Date, in the case of Base Rate Committed Loans, specifying: (A) the amount of the Committed Borrowing, which shall be in an aggregate minimum amount of $5,000,000 or any multiple of $1,000,000 in excess thereof; (B) the requested Borrowing Date, which shall be a Business Day; (C) the Type of Committed Loans comprising the Committed Borrowing; and (D) if the Committed Loans consist of Offshore Rate Committed Loans, the duration of the Interest Period applicable to such any Offshore Rate Committed Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Committed Borrowing comprised of Offshore Rate Committed Loans, such Interest Period shall be one monththree months. (b) The Agent will promptly notify each Bank of its receipt of any Notice of Borrowing and of the amount of such Bank’s 's Pro Rata Share of that Committed Borrowing. (c) Each Bank will make the amount of its Pro Rata Share of each Committed Borrowing available to the Agent for the account of the Company at the Agent’s 's Payment Office by 12:00 noon 11:00 a.m. (Chicago San Francisco time) on the Borrowing Date requested by the Company in funds immediately available to the Agent. Any such amount which is received later than 12:00 noon (Chicago time) shall be deemed to have been received on the immediately succeeding Business Day. The proceeds of each all such Committed Loans received in immediately available funds by the Agent by 11:00 a.m. (San Francisco time) on such Borrowing Date will then be made available to the Company by the Agent in immediately available funds at such office by crediting by 1:00 p.m. (San Francisco time) on such date the account of the Company on the books of Bank One for BofA with the aggregate of the amounts made available in immediately available funds to the Agent by the Banks and in like funds as received by the AgentBanks; provided, or that, if requested by the Company, by wire transfer in accordance with written instructions provided to the Agent by the Company of on such funds as received by the Agent, unless on the date of the Committed Borrowing Date all or any portion of the proceeds thereof shall then be required to be applied to the repayment of any outstanding LoansSwingline Loans pursuant to Section 2.07, in which case such proceeds or portion thereof shall be applied to the payment repayment of such Swingline Loans. Subject to the proviso in the immediately preceding sentence, any proceeds of such Committed Loans received in immediately available funds by the Agent by 11:00 a.m. (San Francisco time) on such Borrowing Date and not credited to the Company by 1:00 p.m. (San Francisco time) on such date shall be deemed to have been disbursed on the following Business Day and interest shall begin to accrue thereon on such following Business Day. (d) After giving effect to any Committed Borrowing, there may not be more than eight (8) seven different Interest Periods in effect in respect of all Committed Loans and Bid Loans together then outstanding.

Procedure for Committed Borrowing. (a) Each Committed Borrowing shall be made upon the Company’s 's irrevocable written telephonic notice (such notice to be immediately confirmed in writing) delivered to the Administrative Agent in the form of a Notice of Borrowing (which notice must be received by the Administrative Agent prior to 9:00 a.m. (San Francisco time) (i) prior to 10:00 a.m. (Chicago time) three Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Committed Loans; Loans (except for the initial Committed Borrowing, which may be made on two Business Days' prior notice), and (ii) prior to 10:00 a.m. (Chicago time) on the requested Borrowing Date, in the case of Base Rate Committed Loans, specifying: (A) the amount of the Committed Borrowing, which shall be in an aggregate minimum amount of $5,000,000 10,000,000 or any multiple of $1,000,000 5,000,000 in excess thereof; (B) the requested Borrowing Date, which shall be a Business Day; (C) the Type of Committed Loans comprising the Committed Borrowing; and (D) if with respect to the Committed Loans consist of Offshore Rate Committed LoansLoans only, the duration of the Interest Period applicable to such Committed Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Committed Borrowing comprised of Offshore Rate Committed Loans, such Interest Period shall be one month. (b) The Administrative Agent will promptly notify each Bank of its receipt of any Notice of Borrowing and of the amount of such Bank’s 's Pro Rata Share of that Committed Borrowing. (c) Each Bank will make the amount of its Pro Rata Share of each Committed Borrowing available to the Administrative Agent for the account of the Company at the Administrative Agent’s 's Payment Office by 12:00 noon (Chicago San Francisco time) on the Borrowing Date requested by the Company in funds immediately available to the Administrative Agent. Any such amount which is received later than 12:00 noon (Chicago time) shall be deemed to have been received on the immediately succeeding Business Day. The proceeds of each all such Committed Borrowing Loans will then be made available to the Company or the Company's designee by the Administrative Agent at such office by crediting the account of the Company on the books of Bank One for the aggregate of the amounts made available to the Agent by the Banks and in like funds as received by the Agent, or if requested by the Company, by wire transfer in accordance with written instructions provided to the Administrative Agent by the Company of such in like funds as received by the Administrative Agent, unless on the date of the Committed Borrowing all or any portion of the proceeds thereof shall then be required to be applied to the repayment of any outstanding Loans, in which case such proceeds or portion thereof shall be applied to the payment of such Loans. (d) After giving effect to any Committed Borrowing, there may not be more than eight (8) 10 different Interest Periods in effect in respect of all Committed Loans and Bid Loans together then outstanding.

Procedure for Committed Borrowing. (a) Each Committed Borrowing shall be made upon the Company’s a Borrower's irrevocable written notice delivered to the Agent in the form of a Notice of Borrowing (which notice must be received by the Agent prior to 8:30 a.m. (San Francisco time) (i) prior to 10:00 a.m. (Chicago time) three Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Committed LoansLoans denominated in Dollars; and (ii) four Business Days prior to 10:00 a.m. the requested Borrowing Date, in the case of Offshore Currency Loans and (Chicago timeiii) on the requested Borrowing Date, in the case of Base Rate Committed Loans, specifying: (A) the amount of the Committed Borrowing, which shall be in an aggregate minimum amount of $5,000,000 or any multiple of $1,000,000 in excess thereofnot less than the Minimum Tranche; (B) the requested Borrowing Date, which shall be a Business Day; (C) the Type of Committed Loans comprising the Committed Borrowing; and; (D) if the Committed Loans consist of Offshore Rate Committed Loans, the duration of the Interest Period applicable to such Committed Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Committed Borrowing comprised of Offshore Rate Committed Loans, such Interest Period shall be one month; and (E) in the case of a Borrowing comprised of Offshore Currency Loans, the Applicable Currency; provided, however, that with respect to the Borrowing to be made on the Closing Date, the Notice of Borrowing for Offshore Rate Loans and an appropriate indemnification letter shall be delivered to the Agent not later than 8:30 a.m. (San Francisco time) four Business Days before the Closing Date. (b) The Dollar Equivalent amount of any Borrowing in an Offshore Currency will be determined by the Agent for such Borrowing on the Determination Date therefor in accordance with Section 2.5(a). Upon receipt of the Notice of Borrowing, the Agent will promptly notify each Bank of its receipt of any Notice of Borrowing thereof and of the amount of such Bank’s 's Pro Rata Share of that Committed the Borrowing. In the case of a Borrowing comprised of Offshore Currency Loans, such notice will provide the approximate amount of each Bank's Pro Rata Share of the Borrowing, and the Agent will, upon the determination of Dollar Equivalent amount of the Borrowing as specified in the Notice of Borrowing, promptly notify each Bank of the exact amount of such Bank's Pro Rata Share of the Borrowing. (c) Each Bank will make the amount of its Pro Rata Share of each Committed Borrowing available to the Agent for the account of the Company or APSA, as the case may be, at the Agent’s 's Payment Office by 12:00 noon (Chicago time) on the Borrowing Date requested by the Company Borrower in Same Day Funds and in the requested currency (i) in the case of a Borrowing comprised of Loans in Dollars, by 11:00 a.m. (San Francisco time), (ii) in the case of a Borrowing comprised of Offshore Currency Loans, by such time as the Agent may determine to be necessary for such funds immediately available to be credited on such date in accordance with normal banking practices in the Agent. Any such amount which is received later than 12:00 noon (Chicago time) shall be deemed to have been received on the immediately succeeding Business Dayplace of payment. The proceeds of each all such Committed Borrowing Loans will then be made available to the Company Borrower by the Agent at such office by crediting the account of the Company on the books of Bank One for the aggregate of the amounts made available to the Agent by the Banks and in like funds as received by the Agent, or if requested by the Company, by wire transfer in accordance with written instructions provided to the Agent by the Company Borrower of such like funds as received by the Agent, unless on ; provided that the date of Agent shall disburse such funds as it has received from the Committed Borrowing all or any portion of the proceeds thereof shall then be required to be applied Banks to the repayment Borrower (x) in the case of any outstanding Loans denominated in Dollars, no later then 1:00 p.m. (San Francisco time) and (y) in the case of Offshore Currency Loans, in which case such proceeds or portion thereof shall be applied to no later than two hours after the payment of such Loansfunding deadline specified by the Agent under clause (ii) above. (d) After giving effect to any Committed Borrowing, there may not be more than eight (8) different Interest Periods in effect in respect of all Committed Loans and Bid Loans together then outstanding.

Procedure for Committed Borrowing. (a) Each Committed Borrowing shall be made upon the Company’s 's irrevocable written notice delivered to the Administrative Agent in the form of a Notice of Borrowing (Committed Borrowing, which notice must be received by the Administrative Agent prior to (i) prior to 10:00 10:30 a.m. (Chicago time) three two Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Committed Loans; , and (ii) prior to 10:00 11:00 a.m. (Chicago time) on the requested Borrowing Date, in the case of Base Rate Committed Loans, specifying: (A) the amount of the Committed Borrowing, which shall be in an aggregate minimum amount of $5,000,000 or any a higher integral multiple of $1,000,000 in excess thereof1,000,000; (B) the requested Borrowing Date, which shall be a Business Day; (C) the Type of Committed Loans comprising the such Committed Borrowing; and (D) if in the Committed Loans consist case of Offshore Rate Committed Loans, the duration of the initial Interest Period applicable to such Committed Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Committed Borrowing comprised of Offshore Rate Committed Loans, such Interest Period shall be one monththerefor. (b) The Administrative Agent will promptly notify each Bank Lender of its receipt of any Notice of Committed Borrowing and of the amount of such Bank’s Lender's Pro Rata Share of that Committed such Borrowing. (c) Each Bank Subject to the conditions precedent set forth herein, each Lender will make the amount of its Pro Rata Share of each Committed Borrowing available to the Administrative Agent for the account of the Company at the Administrative Agent’s 's Payment Office by 12:00 noon (Chicago time) on the Borrowing Date requested by the Company in funds immediately available to the Administrative Agent. Any such amount which is received later than 12:00 noon (Chicago time) shall be deemed to have been received on the immediately succeeding Business Day. The proceeds of each such Committed Borrowing Such amounts will then be made available promptly to the Company by the Agent Administrative Agent, at such account and office by crediting the account of as the Company on the books of Bank One for the aggregate of the amounts made available shall direct from time to the Agent by the Banks and time, in like funds as received by the Administrative Agent, or if requested by the Company, by wire transfer in accordance with written instructions provided to the Agent by the Company of such funds as received by the Agent, unless on the date of the Committed Borrowing all or any portion of the proceeds thereof shall then be required to be applied to the repayment of any outstanding Loans, in which case such proceeds or portion thereof shall be applied to the payment of such Loans. (d) After giving effect to any Committed Borrowing, unless the Administrative Agent otherwise consents, there may not be more than eight (8) 15 different Interest Periods in effect in respect of for all Borrowings (whether Committed Loans and Borrowings or Bid Loans together then outstandingBorrowings).

Procedure for Committed Borrowing. (a) Each Committed Borrowing shall be made upon the Company’s irrevocable written notice delivered to the Agent in the form of a Notice of Borrowing (which notice must be received by the Agent (i) prior to 10:00 a.m. (Chicago time) three Business Days prior to the requested Borrowing Dateon notice, in the case of Offshore Rate Committed Loans; and (ii) prior to 10:00 a.m. (Chicago time) on the requested Borrowing Dategiven, in the case of Base Rate Committed Loans, specifying: not later than 9:00 A.M. (ASan Francisco time) on the amount Business Day prior to the date of such proposed Borrowing, in the case of Swing Line Loans, not later than 11:00 A.M. (San Francisco time) on the date of the Committed proposed Borrowing and in the case of Eurodollar Rate Loans, not later than 9:00 A.M. (San Francisco time) on the third Business Day prior to the date of the proposed Borrowing, by the Borrowers to the Administrative Agent, which shall give to the Swing Line Lender or each Lender, as the case may be, prompt notice thereof by telecopy, telex or cable. Each such notice of a Committed Borrowing (a "Notice of Borrowing") shall be by telecopy, telex or cable, confirmed immediately in an aggregate minimum amount writing, in substantially the form of $5,000,000 Exhibit A hereto, specifying therein (i) whether such Borrowing is to consist of a Swing Line Loan or any multiple of $1,000,000 in excess thereof; Revolving Loans, (Bii) the requested Borrowing Date, Funding Date (which shall be a Business Day; ), (Ciii) the Type of whether such Committed Loans comprising the Committed Borrowing; and (D) if the Committed Loans Borrowing is to consist of Offshore Base Rate Committed Loans or Eurodollar Rate Loans, (iv) in the case of Eurodollar Rate Loans, the duration of the requested Interest Period applicable to therefor, (v) the requested aggregate amount of such Committed Loans included in Borrowing, (vi) the Borrower that is to receive the proceeds of such noticeBorrowing and (vii) the amount of proceeds to be received by each such Borrower. If the In addition, a Notice of Borrowing fails to specify shall certify that the duration amount of the Interest Period for any proposed Borrowing, when added to the Total Utilization of Revolving Loan Commitments immediately prior to such Borrowing, will not exceed the aggregate Revolving Commitments then in effect. Each Lender shall, before 10:00 A.M. (San Francisco time) on the date of such Committed Borrowing comprised of Offshore Rate Committed Revolving Loans, make available for the account of its Applicable Lending Office to the Administrative Agent, such Interest Period shall be one month. Lender's Pro Rata Share (bwith respect to the applicable Commitment) The Agent will promptly notify each of such Borrowing by depositing same day funds in Account No. 12332-15414 re: Mac Frugal's Bargains o Close-Outs Inc. Attention: Agency Administrative Services #5596, maintained at Bank of its receipt America National Trust and Savings Association, ABA No. 1210-0000-0 xx in such other account as the Administrative Agent may from time to time specify in writing to the Lenders. The Swing Line Lender shall, before 2:00 P.M. (San Francisco time) on the date of any Notice such Borrowing of Borrowing and of Swing Line Loans, make available to the Administrative Agent, the amount of such Bank’s Pro Rata Share Borrowing by depositing same day funds with the Administrative Agent as described in the immediately preceding sentence. Upon fulfillment of that Committed Borrowing. (c) Each Bank the applicable conditions set forth in Section 3, the Administrative Agent will make the amount proceeds of its Pro Rata Share of each Committed Borrowing the Loans received by it available to the Agent for Borrowers, that, in accordance with the account related Notice of the Company at the Agent’s Payment Office Borrowing, are to receive such proceeds, by 12:00 noon (Chicago time) on the Borrowing Date requested by the Company in funds immediately available to the Agent. Any crediting such amount which is received later than 12:00 noon (Chicago time) shall be deemed to have been received on the immediately succeeding Business Day. The proceeds of each such Committed Borrowing will then be made available to the Company by the Agent Borrowers' accounts maintained at such office by crediting the of BofA or any other account of any Borrower with BofA as such Borrower shall advise the Company on the books of Bank One for the aggregate of the amounts made available to the Administrative Agent by the Banks and in like funds as received by the Agent, or if requested by the Company, by wire transfer in accordance with written instructions provided to the Agent by the Company of such funds as received by the Agent, unless on the date of the Committed Borrowing all or any portion of the proceeds thereof shall then be required to be applied to the repayment of any outstanding Loans, in which case such proceeds or portion thereof shall be applied to the payment of such Loans. (d) After giving effect writing. With respect to any Committed Borrowing, there in lieu of delivering the above described Notice of Borrowing, Authorized Persons, on behalf of the Borrowers, may not give the Administrative Agent telephonic notice by the required time of any proposed borrowing under this Section 2.2; provided, however, that such notice shall be more than eight promptly confirmed in writing by delivery of a Notice of Borrowing to the Administrative Agent. The Administrative Agent shall incur no liability to the Borrowers in acting upon any telephonic notice referred to above (8) different Interest Periods or with respect to any other Borrowing hereunder) which the Administrative Agent believes in effect good faith to have been given by an Authorized Person or Authorized Persons of the Borrowers or for otherwise acting in respect of all Committed good faith under this Section 2.2 and in making any Loans and Bid Loans together then outstandingin accordance with this Agreement pursuant to any telephonic notice.

Procedure for Committed Borrowing. (a) Each Committed Borrowing shall be made upon the Company’s 's irrevocable written notice delivered to the Administrative Agent in the form of a Notice of Borrowing (Committed Borrowing, which notice must be received by the Administrative Agent prior to (i) prior to 10:00 10:30 a.m. (Chicago time) three Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Committed Loans; , and (ii) prior to 10:00 10:30 a.m. (Chicago time) on the requested Borrowing Date, in the case of Base Rate Committed Loans, specifying: (A) the amount of the Committed Borrowing, which shall be in an aggregate minimum amount of $5,000,000 10,000,000 or any a higher multiple of $1,000,000 in excess thereof1,000,000; (B) the requested Borrowing Date, which shall be a Business Day; (C) the Type of Committed Loans comprising the such Committed Borrowing; and (D) if in the Committed Loans consist case of Offshore Rate Committed Loans, the duration of the initial Interest Period applicable to such Committed Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Committed Borrowing comprised of Offshore Rate Committed Loans, such Interest Period shall be one month. (b) The Administrative Agent will promptly notify each Bank Lender of its receipt of any Notice of Committed Borrowing and of the amount of such Bank’s Lender's Pro Rata Share of that Committed such Borrowing. (c) Each Bank Lender will make the amount of its Pro Rata Share of each Committed Borrowing available to the Administrative Agent for the account of the Company at the Administrative Agent’s 's Payment Office by 12:00 noon (Chicago time) on the Borrowing Date requested by the Company in funds immediately available to the Administrative Agent. Any such amount which is received later than 12:00 noon (Chicago time) shall be deemed to have been received on the immediately succeeding Business Day. The proceeds of each all such Committed Borrowing Loans will then promptly be made available to the Company by the Administrative Agent at such office by crediting the account of the Company on the books of Bank One for the aggregate of the amounts made available to the Agent by the Banks and in like funds as received by the Agent, or if requested by the Company, by wire transfer in accordance with written instructions provided to the Administrative Agent by the Company of such like funds as received by the Administrative Agent, unless on the date of the Committed Borrowing all or any portion of the proceeds thereof shall then be required to be applied to the repayment of any outstanding Loans, in which case such proceeds or portion thereof shall be applied to the payment of such Loans. (d) After giving effect to any Committed Borrowing, there may not be more than eight (8) different unless the Administrative Agent otherwise consents, the number of Interest Periods in effect in respect of all Committed Loans and Bid Loans together then outstandinghereunder shall not exceed 10.

Procedure for Committed Borrowing. (a) Each Committed Borrowing shall be made upon the Company’s 's irrevocable written notice (or telephonic notice followed promptly by facsimile transmission) delivered to the Agent in the form of a Notice of Borrowing (which notice must be received by the Agent prior to (i) prior to 10:00 a.m. (Chicago time) three Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Committed Loans; , and (ii) prior to 10:00 9:00 a.m. (Chicago time) on the requested Borrowing Date, in the case of Base Rate Committed Loans), signed by a Responsible Officer and specifying: (A) the amount of the Committed Borrowing, which shall be (i) in an aggregate minimum amount of $5,000,000 or any multiple of $1,000,000 in excess thereofthereof for Base Rate Committed Loans and (ii) in an aggregate amount of $10,000,000 or in multiples of $1,000,000 in excess thereof for Offshore Rate Committed Loans; (B) the requested Borrowing Date, which shall be a Business Day; (C) the Type of Committed Loans comprising the Committed Borrowing; and (D) if the Committed Loans consist of Offshore Rate Committed Loans, the duration of the Interest Period applicable to such Committed Loans included in such notice. If the Notice of Committed Borrowing fails to specify the duration of the Interest Period for any Committed Borrowing comprised of Offshore Rate Committed Loans, such Interest Period shall be one monththree months. (b) The Agent will promptly notify each Bank of its receipt of any Notice of Borrowing and of the amount of such Bank’s 's Pro Rata Share of that Committed Borrowing. (c) Each Bank will make the amount of its Pro Rata Share of each Committed Borrowing available to the Agent for the account of the Company at the Agent’s 's Payment Office by 12:00 noon 1:00 p.m. (Chicago time) on the Borrowing Date requested by the Company in funds immediately available to the Agent. Any such amount which is received later than 12:00 noon (Chicago time) shall be deemed to have been received on the immediately succeeding Business Day. The proceeds of each all such Committed Borrowing Loans will then be made available to the Company by the Agent at such office by crediting the wire transfer of such proceeds to such account of as the Company on the books of Bank One for the aggregate of the amounts made available to the Agent by the Banks and may designate in writing in like funds as received by the Agent, or if requested by the Company, by wire transfer in accordance with written instructions provided to the Agent by the Company of such funds as received by the Agent, unless on the date of the Committed Borrowing all or any portion of the proceeds thereof shall then be required to be applied to the repayment of any outstanding Loans, in which case such proceeds or portion thereof shall be applied to the payment of such Loans. (d) After giving effect to any Committed Borrowing, unless the Agent shall otherwise consent, there may not be more than eight twenty (8) 20) different Interest Periods in effect in respect of all Committed Loans and Bid Loans and all "Committed Loans" and "Bid Loans" (as such terms are defined in the 364-Day Credit Agreement) together then outstanding.

Procedure for Committed Borrowing. (a) Each Committed Borrowing shall be made upon the Company’s a Requesting Borrower's irrevocable written notice delivered to the Administrative Agent in the form of a Notice of Borrowing (which notice must be received by the Administrative Agent prior to 9:00 a.m. (San Francisco time)) (i) prior to 10:00 a.m. (Chicago time) three Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Committed LoansLoans denominated in U.S. Dollars; and (ii) prior to 10:00 a.m. (Chicago time) on the requested Borrowing Date, in the case of Base Rate Loans, and (iii) five Business Days prior to the requested Borrowing Date, in the case of Offshore Currency Committed Loans, specifying: (A) the amount of the Committed Borrowing, which shall be in an aggregate minimum amount of $5,000,000 or any multiple of $1,000,000 in excess thereofthereof or, in the case of Offshore Currency Committed Loans, 10,000 units of the Applicable Currency in an Equivalent Amount of not less than $5,000,000 and integral multiples of such 10,000 units of the Applicable Currency in excess of the initial 10,000 units of the Applicable Currency; (B) the requested Borrowing Date, which shall be a Business Day; (C) the Type of Committed Loans comprising the Committed Borrowing; and; (D) if the Committed Loans consist of Offshore Rate Committed Loans, the duration of the Interest Period applicable to such Committed Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Committed Borrowing comprised of Offshore Rate Committed Loans, such Interest Period shall be one monththree months; and (E) in the case of a Committed borrowing comprised of Offshore Currency Committed Loans, the Applicable Currency. provided, however, that with respect to the Committed Borrowing to be made on -------- ------- the Closing Date, the Notice of Borrowing shall be delivered to the Administrative Agent not later than 9:00 a.m. (San Francisco time) on the Closing Date and such Committed Borrowing will consist of Base Rate Committed Loans only. (b) The Administrative Agent will promptly notify each Bank of its receipt of any Notice of Borrowing Borrowing, the name of the Borrower delivering such request, and of the amount of such Bank’s 's Pro Rata Share of that Committed Borrowing. The Equivalent Amount of any Committed Borrowing in an Offshore Currency will be determined by the Administrative Agent for such Committed Borrowing on the Computation Date therefor in accordance with Section 2.05(a). In the case of a Committed Borrowing comprised of Offshore Currency Committed Loans, such notice will provide the approximate amount of each Bank's Pro Rata Share of such Committed Borrowing, and the Administrative Agent will, upon the determination of the Equivalent Amount of such Committed Borrowing as specified in the Notice of Borrowing, promptly notify each Bank of the exact amount of such Bank's Pro Rata Share of such Committed Borrowing. (c) Each Bank will make the amount of its Pro Rata Share of each Committed Borrowing available to the Administrative Agent for the account of the Company Requesting Borrower at the Administrative Agent’s 's Payment Office by 12:00 noon 11:00 a.m. (Chicago San Francisco time) on the Borrowing Date requested by the Company Requesting Borrower in the case of a Committed Borrowing comprised of Loans in Dollars, and by such time as the Administrative Agent may specify, in the case of a Committed Borrowing comprised of Offshore Currency Committed Loans, in each case in the Applicable Currency and in funds immediately available to the Administrative Agent. Any such amount which is received later than 12:00 noon (Chicago time) shall be deemed to have been received on the immediately succeeding Business Day. The proceeds of each all such Committed Borrowing Loans will then be made available to the Company Requesting Borrower by the Administrative Agent at such office by crediting the account of the Company Requesting Borrower on the books of Bank One for BofA (or, in the case of Offshore Currency Committed Loans, on the books of BofA or an affiliate of BofA or such other account as the Requesting Borrower may from time to time specify) with the aggregate of the amounts made available to the Administrative Agent by the Banks and in like funds as received by the Administrative Agent, or if requested by the Company, by wire transfer in accordance with written instructions provided to the Agent by the Company of such funds as received by the Agent, unless on the date of the Committed Borrowing all or any portion of the proceeds thereof shall then be required to be applied to the repayment of any outstanding Loans, in which case such proceeds or portion thereof shall be applied to the payment of such Loans. (d) After giving effect to any Committed Borrowing, there may not be more than eight (8) different Interest Periods in effect in respect of all Committed Loans and Bid Loans together then outstanding.

Procedure for Committed Borrowing. (a) Each Committed Borrowing shall be made upon the Company’s irrevocable written notice delivered to of the Agent in the form of a Notice of Borrowing (which notice must be Borrower, received by the Administrative Agent (i) prior to 10:00 a.m. not later than 12:00 noon (Chicago New York City time) three Business Days prior to the requested Borrowing Datedate of the proposed Borrowing, in the case of Offshore Rate Committed Eurodollar Loans; and (ii) prior to 10:00 not later than 11:00 a.m. (Chicago New York City time) on the requested Borrowing Datedate of the proposed Borrowing, in the case of Base Reference Rate Loans. Each such notice of a Committed LoansBorrowing (a "Notice of Borrowing") shall be in writing (including by facsimile confirmed immediately by telephone), in substantially the form of Exhibit 2.02 specifying: (Ai) the amount of the Committed Borrowingrequested borrowing date, which shall be in an a Business Day; (ii) the aggregate amount of the Borrowing, which (A) shall not exceed the unused portion of the Aggregate Commitments and (B) shall be a minimum amount of $5,000,000 or any an integral multiple of $1,000,000 in excess thereof; (Biii) whether the requested Borrowing Date, which shall is to be a Business Day; (C) the Type comprised of Committed Eurodollar Loans comprising the Committed Borrowingor Reference Rate Loans; and (Div) if the Committed Loans consist Borrowing is to be comprised of Offshore Rate Committed Eurodollar Loans, the duration of the initial Interest Period applicable to such Committed Loans included in such noticeLoans. If the Notice of Borrowing fails shall fail to specify the duration of the initial Interest Period for any Committed Borrowing comprised of Offshore Rate Committed Eurodollar Loans, such Interest Period shall be one monththree months. (b) The Upon receipt of a Notice of Borrowing, the Administrative Agent will shall promptly notify each Bank of its receipt of any Notice of Borrowing Lender thereof and of the amount of such Bank’s Pro Rata Lender's Percentage Share of that Committed such Borrowing. (c) Each Bank will Lender shall make the amount of its Pro Rata Percentage Share of each the Committed Borrowing available to the Administrative Agent for the account of the Company Borrower at the Administrative Agent’s 's Payment Office by 12:00 noon (Chicago time) on the Borrowing Date borrowing date requested by the Company Borrower in funds immediately available to the Agent. Any such amount which is received later than Administrative Agent by 12:00 noon (Chicago New York City time) shall be deemed ), in the case of Committed Borrowings requested prior to have been received the date of the Borrowing, and 3:00 p.m. (New York City time), in the case of Committed Borrowings requested on the immediately succeeding Business Daysame date as the Borrowing. The proceeds of each such Committed Borrowing Unless any applicable condition specified in Article V has not been satisfied, the Administrative Agent will then be made make the funds so received from the Lenders promptly available to the Company by the Agent at such office Borrower by crediting the account of the Company Borrower on the books of Bank One for the Administrative Agent (or such other account as shall have been specified by the Borrower) with the aggregate of the amounts amount made available to the Administrative Agent by the Banks Lenders and in like funds as received by the Administrative Agent, or if requested by the Company, by wire transfer in accordance with written instructions provided to the Agent by the Company of such funds as received by the Agent, unless on the date of the Committed Borrowing all or any portion of the proceeds thereof shall then be required to be applied to the repayment of any outstanding Loans, in which case such proceeds or portion thereof shall be applied to the payment of such Loans. (d) After giving effect to any Committed Borrowing, there may shall not be more than eight (8) twelve different Interest Periods in effect in respect of all Committed Loans together. (e) If the applicable Issuing Bank shall not have received from the Borrower the payment required to be made by Section 2.12(e) in respect of any L/C Disbursement within the time specified in such Section, such Issuing Bank will promptly notify the Administrative Agent of the amount of such L/C Disbursement and Bid the Administrative Agent will promptly notify each Lender of such amount and its Percentage Share thereof. The Borrower shall be deemed to have requested a Reference Rate Borrowing in the amount of such L/C Disbursement and each Lender shall make a Loan by wire transfer of immediately available funds to the Administrative Agent not later than 3:00 p.m. (New York City time) on such date (or, if such Lender shall have received such notice later than 11:00 a.m. (New York City time) on any day, not later than 12:00 noon (New York City time) on the immediately following Business Day), in an amount equal to such Lender's Percentage Share of such requested Borrowing (it being understood that such amount shall be deemed to have reduced the L/C Exposure), and the Administrative Agent will promptly pay to such Issuing Bank amounts so received by it from the Lenders. The Administrative Agent will promptly pay to such Issuing Bank any amounts received by it from the Borrower pursuant to Section 2.12(e) prior to the time that any Lender makes any payment pursuant to this paragraph (e); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Lenders that shall have made such payments and to such Issuing Bank, as their interests may appear. If any Lender shall not have made its Percentage Share of such L/C Disbursement available to the Administrative Agent as provided above, such Lender and the Borrower severally agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph to but excluding the date such amount is paid, to the Administrative Agent for the account of such Issuing Bank at (i) in the case of the Borrower, a rate per annum equal to the interest rate applicable to Reference Rate Loans together then outstandingpursuant to Section 2.06(a), and (ii) in the case of such Lender, for the first such day, the Federal Funds Rate, and for each day thereafter, the Reference Rate. In the event that any Loan is made under this paragraph (e) at a time when any condition under Section 5.02 is not satisfied, such Loan shall be immediately due and payable.

Procedure for Committed Borrowing. (a) Each Committed Borrowing shall be made upon the Company’s 's irrevocable written notice delivered to the Administrative Agent in the form of a Notice of Borrowing (which notice must be received by the Administrative Agent prior to 12:00 noon (Boston time) (i) prior to 10:00 a.m. (Chicago time) three Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Committed Loans; and (ii) prior to 10:00 a.m. (Chicago time) on the requested Borrowing Date, in the case of Base Federal Funds Rate Committed Loans, specifying: (A) the amount of the Committed Borrowing, which shall be in an aggregate minimum amount of $5,000,000 or any multiple 1,000,000 and multiples of $1,000,000 in excess thereof1,000,000; (B) the requested Borrowing Date, which shall be a Business Day; (C) the Type of Committed Loans comprising the Committed Borrowing; and (D) if the Committed Loans consist of Offshore Rate Committed Loans, the duration of the Interest Period applicable to such any Offshore Rate Committed Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Committed Borrowing comprised of Offshore Rate Committed Loans, such Interest Period shall be one monththree months. (b) The Administrative Agent will promptly notify each Bank of its receipt of any Notice of Borrowing and of the amount of such Bank’s 's Pro Rata Share of that Committed Borrowing. (c) Each Bank will make the amount of its Pro Rata Share of each Committed Borrowing available to the Administrative Agent for the account of the Company at the Administrative Agent’s 's Payment Office by 12:00 noon 2:00 p.m. (Chicago Boston time) on the Borrowing Date requested by the Company in funds immediately available to the Administrative Agent. Any such amount which is received later than 12:00 noon (Chicago time) shall be deemed to have been received on the immediately succeeding Business Day. The proceeds of each all such Committed Borrowing Loans will then be made available to the Company by the Agent at such office by crediting the account of the Company on the books of Bank One for the aggregate of the amounts made available to the Agent by the Banks and in like funds as received by the Agent, or if requested by the Company, by wire transfer in accordance with written instructions provided to the Agent by the Company of such funds as received by the Agent, unless on the date of the Committed Borrowing all or any portion of the proceeds thereof shall then be required to be applied to the repayment of any outstanding Loans, in which case such proceeds or portion thereof shall be applied to the payment of such Loans. (d) After giving effect to any Committed Borrowing, there may not be more than eight (8) different Interest Periods in effect in respect of all Committed Loans and Bid Loans together then outstanding.the

Procedure for Committed Borrowing. (a) Each Committed Borrowing shall be made upon the Company’s 's irrevocable written notice delivered to the Administrative Agent in the form of a Notice of Borrowing (which notice must be received by the Administrative Agent prior to 12:00 noon (Boston time) (i) prior to 10:00 a.m. (Chicago time) three Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Committed Loans; and (ii) prior to 10:00 a.m. (Chicago time) on the requested Borrowing Date, in the case of Base Federal Funds Rate Committed Loans, specifying: (A) the amount of the Committed Borrowing, which shall be in an aggregate minimum amount of $5,000,000 or any multiple 1,000,000 and multiples of $1,000,000 in excess thereof1,000,000; (B) the requested Borrowing Date, which shall be a Business Day; (C) the Type of Committed Loans comprising the Committed Borrowing; and (D) if the Committed Loans consist of Offshore Rate Committed Loans, the duration of the Interest Period applicable to such any Offshore Rate Committed Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Committed Borrowing comprised of Offshore Rate Committed Loans, such Interest Period shall be one monththree months. (b) The Administrative Agent will promptly notify each Bank of its receipt of any Notice of Borrowing and of the amount of such Bank’s 's Pro Rata Share of that Committed Borrowing. (c) Each Bank will make the amount of its Pro Rata Share of each Committed Borrowing available to the Administrative Agent for the account of the Company at the Administrative Agent’s 's Payment Office by 12:00 noon 2:00 p.m. (Chicago Boston time) on the Borrowing Date requested by the Company in funds immediately available to the Administrative Agent. Any such amount which is received later than 12:00 noon (Chicago time) shall be deemed to have been received on the immediately succeeding Business Day. The proceeds of each all such Committed Borrowing Loans will then be made available to the Company by the Administrative Agent at by deposit to the Deposit Account or such office by crediting the other account of as the Company on the books of Bank One for the aggregate of the amounts made available to the Agent by the Banks and in like funds as received by the Agent, or if requested by the Company, by wire transfer in accordance with written instructions provided to the Agent by the Company of such funds as received by the Agent, unless on the date of the Committed Borrowing all or any portion of the proceeds thereof shall then be required to be applied to the repayment of any outstanding Loans, in which case such proceeds or portion thereof shall be applied to the payment of such Loansmay direct. (d) After giving effect to any Committed Borrowing, there may not be more than eight (8) ten different Interest Periods in effect in respect of all Offshore Rate Committed Loans and Bid Loans together then outstanding.

Procedure for Committed Borrowing. (a) Each Committed Borrowing shall be made upon the a Company’s 's irrevocable written notice delivered to the Agent in the form of a Notice of Borrowing (which notice must be received by the Agent (i) prior to 10:00 11:00 a.m. (Chicago time): (i) three Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Committed Loans; and (ii) prior to 10:00 a.m. (Chicago time) on the requested Borrowing Date, in the case of Base Rate Committed Loans, specifying: (A) whether the borrowing is for St. Jude or Pacesetter; (B) the amount of the Committed Borrowing, which shall be in an aggregate minimum amount of $5,000,000 or any multiple of $1,000,000 in excess thereof; (BC) the requested Borrowing Date, which shall be a Business Day; (CD) the Type of Committed Loans comprising the Committed Borrowing; and (DE) if the Committed Loans consist of Offshore Rate Committed Loans, the duration of the Interest Period applicable to such Committed Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Committed Borrowing comprised of Offshore Rate Committed Loans, such Interest Period shall be one month. provided, however; it is understood that the first Committed Borrowing shall be made at least three (3) Business Days after the Closing Date if such Committed Borrowing is an Offshore Rate Committed Loan unless St. Jude delivers a funding indemnification letter in form and substance satisfactory to the Agent and the Banks. (b) The Agent will promptly notify each Bank of its receipt of any Notice of Borrowing and of the amount of such Bank’s 's Pro Rata Share of that Committed Borrowing. (c) Each Bank will make the amount of its Pro Rata Share of each Committed Borrowing available to the Agent for the account of the Company specified in notice of borrowing at the Agent’s 's Payment Office by 12:00 noon 1:00 p.m. (Chicago time) on the Borrowing Date requested by the such Company in funds immediately available to the Agent. Any such amount which is received by the Agent later than 12:00 noon 1:00 p.m. (Chicago time) shall be deemed to have been received on the immediately succeeding Business Day. The proceeds of each all such Committed Borrowing Loans will then be made available to the such Company by the Agent at such office by crediting the account of the Company on the books of Bank One for the aggregate of the amounts made available to the Agent by the Banks and in like funds as received by the Agent, or if requested by the Company, by wire transfer in accordance with written instructions provided to the Agent by the such Company of such like funds as received by the Agent, unless on the date of the Committed Borrowing all or any portion of the proceeds thereof shall then be required to be applied to the repayment of any outstanding Loans, in which case such proceeds or portion thereof shall be applied to the payment of such Loans. (d) After giving effect to any Committed Borrowing, there may not be more than eight ten (8) 10) different Interest Periods in effect in respect of all Committed Loans and Bid Loans together then outstanding.

Procedure for Committed Borrowing. (a) Each Committed Borrowing shall be made upon the Company’s 's irrevocable written notice delivered to the Administrative Agent in the form of a Notice of Borrowing or, if applicable, a Notice of Term Loan Interest Rate Selection, (which notice must be received by the Administrative Agent before 12:00 noon (iNew York time) prior to 10:00 a.m. (Chicago timex) three Business Days prior to before the requested Borrowing Date, in the case of Offshore Eurodollar Rate Committed Loans; Loans and (iiy) prior to 10:00 a.m. (Chicago time) on one Business Day before the requested Borrowing Date, in the case of Alternate Base Rate Committed Loans, specifying: (A1) the amount of the Committed Borrowing, which shall be in an aggregate minimum amount of $5,000,000 or any multiple of $1,000,000 in excess thereof; (B2) the requested Borrowing Date, which shall be a Business Day; (C3) the Type of Committed Loans comprising the Committed Borrowing; and (D4) if the Committed Loans consist of Offshore Rate Committed Loans, the duration of the Interest Period applicable to such Committed Loans included in such notice. If the Notice of Borrowing or, if applicable, Notice of Term Loan Interest Rate Selection, fails to specify the duration of the Interest Period for any Committed Borrowing comprised of Offshore Eurodollar Rate Committed Loans, such Interest Period shall be one month. but with respect to any Committed Borrowing to be made on the Closing Date, the Notice of Borrowing or, if applicable, Notice of Term Loan Interest Rate Selection, shall be delivered to Administrative Agent not later than 12:00 noon (New York time) one Business Day before the Closing Date and such Committed Borrowing will consist of Alternate Base Rate Committed Loans only; and provided further that if so requested by Administrative Agent, all Committed Borrowings during the first 60 days following the Closing Date shall have the same Interest Period and shall be Alternate Base Rate Committed Loans or Eurodollar Rate Committed Loans for Interest Periods no longer than one month. (b) The Administrative Agent will promptly notify each Bank Lender of its receipt of any Notice of Borrowing or, if applicable, any Notice of Term Loan Interest Rate Selection, and of the amount of such Bank’s Lender's Pro Rata Share of that Committed Borrowing. (c) Each Bank Except with respect to a Segment of the Term Loan, each Lender will make the amount of its Pro Rata Share of each Committed Borrowing available to the Administrative Agent for the account of the Company at the Administrative Agent’s Payment Office 's offices by 12:00 noon 2:00 -17- p.m. (Chicago New York time) on the Borrowing Date requested by the Company in funds immediately available to the Administrative Agent. Any such amount which is received later than 12:00 noon (Chicago time) shall be deemed to have been received on the immediately succeeding Business Day. The proceeds of each all such Committed Borrowing Loans will then be made available to the Company by the Administrative Agent by no later than 3:00 p.m. (New York time) on such Borrowing Date at such office by crediting the account of the Company on the books of Bank One for HSBC with the aggregate of the amounts made available to the Administrative Agent by the Banks Lenders and in like funds as received by the Administrative Agent, or if requested by the Company, by wire transfer in accordance with written instructions provided to the Agent by the Company of such funds as received by the Agent, unless on the date of the Committed Borrowing all or any portion of the proceeds thereof shall then be required to be applied to the repayment of any outstanding Loans, in which case such proceeds or portion thereof shall be applied to the payment of such Loans. (d) After giving effect to any Committed Borrowing, unless Administrative Agent shall otherwise consent, there may not be more than eight (8) six different Interest Periods in effect in respect of all Committed Loans and Competitive Bid Loans together then outstanding.

Procedure for Committed Borrowing. (a) Each Committed Borrowing shall be made upon the Company’s irrevocable written notice delivered to of the Agent in the form of a Notice of Borrowing (which notice must be Borrower, received by the Administrative Agent not later than 12:00 noon (New York City time) (i) prior to 10:00 a.m. (Chicago time) three Business Days days prior to the requested Borrowing Datedate of the proposed Borrowing, in the case of Offshore Rate Committed Eurodollar Loans; and (ii) one Business Day prior to 10:00 a.m. (Chicago time) on the requested Borrowing Datedate of the proposed Borrowing, in the case of Base Reference Rate Loans; provided, however, that in case of a Committed Loans, specifying: (A) Borrowing of Reference Rate Loans after the amount cancellation of the Committed Borrowing, which shall be in an aggregate minimum amount of $5,000,000 or any multiple of $1,000,000 in excess thereof; (B) the requested a Bid Borrowing Date, which shall be a Business Day; (C) the Type of Committed Loans comprising the Committed Borrowing; and (D) if the Committed Loans consist of Offshore Rate Committed Loanspursuant to Section 2.04(c)(i), the duration Borrower may give such notice to the Administrative Agent not later than 11:00 a.m. (New York City time) on the date of the Interest Period applicable to such Committed Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Committed Borrowing comprised of Offshore Rate Committed Loans, such Interest Period shall be one month.111 (b) The Upon receipt of a Notice of Borrowing, the Administrative Agent will shall promptly notify each Bank of its receipt of any Notice of Borrowing thereof and of the amount of such Bank’s Pro Rata 's Percentage Share of that Committed such Borrowing. (c) Each Bank will shall make the amount of its Pro Rata Percentage Share of each the Committed Borrowing available to the Administrative Agent for the account of the Company Borrower at the Administrative Agent’s 's Payment Office by 12:00 noon (Chicago New York City time) on the Borrowing Date borrowing date requested by the Company Borrower in funds immediately available to the Administrative Agent. Any such amount which is Unless any applicable condition specified in Article V has not been satisfied, the Administrative Agent will make the funds so received later than 12:00 noon (Chicago time) shall be deemed to have been received on from the immediately succeeding Business Day. The proceeds of each such Committed Borrowing will then be made Banks promptly available to the Company by the Agent at such office Borrower by crediting the account of the Company Borrower on the books of Bank One for the Administrative Agent (or such other account as shall have been specified by the Borrower) with the aggregate of the amounts amount made available to the Administrative Agent by the Banks and in like funds as received by the Administrative Agent, or if requested by the Company, by wire transfer in accordance with written instructions provided to the Agent by the Company of such funds as received by the Agent, unless on the date of the Committed Borrowing all or any portion of the proceeds thereof shall then be required to be applied to the repayment of any outstanding Loans, in which case such proceeds or portion thereof shall be applied to the payment of such Loans. (d) After giving effect to any Committed Borrowing, there may shall not be more than eight (8) six different Interest Periods in effect in respect of all Committed Loans and Bid Loans together then outstandingtogether.

Procedure for Committed Borrowing. (a) Each Committed Borrowing shall be made upon the Company’s Borrower's irrevocable written notice telephonic notice, confirmed in writing, delivered to the Agent in the form of a Notice of Borrowing (which notice must be received by the Agent prior to 11:30 a.m. New York City time) (i) prior to 10:00 a.m. (Chicago time) three Business Days prior to the requested Borrowing Date, in the case of Offshore LIBOR Rate Committed Loans; and (ii) prior to 10:00 a.m. (Chicago time) on the requested Borrowing Date, in the case of Base Rate Committed Loans, specifying: (A) the amount of the Committed Borrowing, which shall be (i) in the case of Base Rate Committed Loans, in an aggregate minimum amount of $1,000,000 or an integral multiple of $100,000 in excess thereof (or in the case of a Subject Bank, if less, the amount of such Subject Bank's Commitment less the then outstanding principal balance of such Subject Bank's Loans) and (ii) in the case of LIBOR Rate Committed Loans, in an aggregate minimum amount of $5,000,000 or any an integral multiple of $1,000,000 in excess thereof; (B) the requested Borrowing Date, which shall be a Business Day; (C) the Type of Committed Loans comprising the Committed Borrowing; and (D) if the such Committed Loans consist of Offshore Borrowing is to be a LIBOR Rate Committed LoansLoan, the duration of the Interest Period applicable to such Committed Loans Loan included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any such Committed Borrowing comprised of Offshore Rate Committed LoansBorrowing, such Interest Period shall be one month. (b) The Agent will promptly notify each Bank Lender of its receipt of any Notice of Borrowing and of the amount of such Bank’s Lender's Pro Rata Share of that Committed Borrowing. (c) Each Bank Lender will make the amount of its Pro Rata Share of each Committed Borrowing available to the Agent for the account of the Company Borrower at the Agent’s 's Payment Office by 12:00 noon 1:00 p.m. New York City time (Chicago timein the case of a LIBOR Rate Committed Loan) or 2:30 p.m. New York City time (in the case of a Base Rate Committed Loan) on the Borrowing Date requested by the Company Borrower in funds immediately available to the Agent. Any such amount which is received later than 12:00 noon (Chicago time) shall be deemed to have been received on the immediately succeeding Business Day. The proceeds of each all such Committed Borrowing Loans will then be made available to the Company Borrower by the Agent at such office by crediting the account of the Company on the books of Bank One for the aggregate of the amounts made available to the Agent by the Banks and in like funds as received by the Agent, or if requested by the Company, by wire transfer by 4:00 p.m. New York City time on the Borrowing Date in accordance with written instructions provided to the Agent by the Company Borrower of such like funds in United States dollars as received by the Agent, unless on the date of the Committed Borrowing all or any portion of the proceeds thereof shall then be required to be applied to the repayment of any outstanding Loans, in which case such proceeds or portion thereof shall be applied to the payment of such Loans. (d) After giving effect to any Committed Borrowing, unless the Agent shall otherwise consent, there may not be more than eight (8) ten different Interest Periods in effect in respect of all Committed Loans and Bid Loans together then outstanding.

Procedure for Committed Borrowing. (a) Each Committed Borrowing shall be made upon the Company’s 's irrevocable written notice delivered to the Agent in the form of a Notice of Borrowing (which notice must be received by the Agent (i) prior to 10:00 10:30 a.m. (Chicago time) (i) four Business Days prior to the requested Borrowing Date, in the case of Offshore Currency Loans; (ii) three Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Committed LoansLoans denominated in Dollars; and (ii) prior provided, however, that if the Company wishes to 10:00 request Offshore Rate Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of "Interest Period", the applicable notice must be received by the Agent not later than 10:30 a.m. (Chicago time), four (4) Business Days prior to the requested date of Committed Borrowing, conversion or continuation; and (iii) on the requested Borrowing Date, in the case of Base Rate Committed Loans, in any such case, specifying: (A) the amount of the Committed Borrowing, which shall be in an aggregate minimum amount of $5,000,000 or any multiple of $1,000,000 in excess thereofnot less than the Minimum Tranche; (B) the requested Borrowing Date, which shall be a Business Day; (C) the Type of Committed Loans comprising the Committed Borrowing; and; (D) if the Committed Loans consist of Offshore Rate Committed Loans, the duration of the Interest Period applicable to such Committed Loans any Offshore Rate Loan included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Committed Borrowing comprised of Offshore Rate Committed Loans, such Interest Period shall be one month.; and (E) in the case of a Committed Borrowing comprised of Offshore Currency Loans, the Applicable Currency. provided, however, that with respect to the Borrowing to be made on the Closing Date, the Notice of Borrowing shall be delivered to the Agent not later than 10:30 a.m. (Chicago time) on the Closing Date and unless the Company has provided the applicable advance notice for Offshore Rate Loans and has agreed to pay funding losses in the same manner as set forth in Section 4.04 hereof, such Borrowing will consist of Base Rate Loans only. 32 Credit Agreement - Idex Corporation 40 (b) The Dollar Equivalent amount of any Committed Borrowing in an Offshore Currency will be determined by the Agent for such Committed Borrowing on the Computation Date therefor in accordance with subsection 2.05(a). Upon receipt of the Notice of Borrowing, the Agent will promptly notify each Bank of its receipt of any Notice of Borrowing thereof and of the amount of such Bank’s 's Pro Rata Share of that the Committed Borrowing. (c) Each Bank will make the amount of its Pro Rata Share of each Committed Borrowing available to the Agent for the account of the Company at the Agent’s 's Payment Office by 12:00 noon (Chicago time) on the Borrowing Date requested by the Company in funds immediately available to Same Day Funds and in the Agent. Any such amount which is received later than requested currency (i) in the case of a Committed Borrowing comprised of Loans in Dollars, by 12:00 noon (Chicago time), and (ii) shall be deemed to have been received on in the immediately succeeding Business Daycase of a Committed Borrowing comprised of Offshore Currency Loans, by such time as the Agent may reasonably specify. The proceeds of each all such Committed Borrowing Loans will then be made available to the Company by the Agent at such office by crediting the account of the Company on the books of Bank One for BofA with the aggregate of the amounts made available to the Agent by the Banks and in like funds as received by the Agent, or if requested by the Company, by wire transfer in accordance with written instructions provided to the Agent by the Company of such like funds as received by the Agent, unless on the date of the Committed Borrowing all or any portion of the proceeds thereof shall then be required to be applied to the repayment of any outstanding Loans, in which case such proceeds or portion thereof shall be applied to the payment of such Loans. (d) After giving effect to any Committed Borrowing, unless the Agent shall otherwise consent, there may not be more than eight (8) ten different Interest Periods in effect in respect of all Committed Loans and Bid Loans together then outstanding.

Procedure for Committed Borrowing. (a) Each Committed Borrowing The Borrower shall be made upon the Company’s irrevocable written notice delivered to give the Agent in the form of notice (a "Notice of Borrowing (which notice must be received by the Agent (i--------- Borrowing") prior to 10:00 not later than 7:30 a.m. (Chicago San Francisco time) three Business Days prior on (x) the date of ---- each Borrowing with respect to the requested Borrowing Date, in the case of Offshore Base Rate Committed Loans; and , (iiy) prior the third Business Day before each Borrowing with respect to 10:00 a.m. (Chicago time) on the requested Borrowing Date, in the case of Base Rate Euro-Dollar Committed Loans, specifying: (Ai) the amount date of the Committed such Borrowing, which shall be in an aggregate minimum amount of $5,000,000 or any multiple of $1,000,000 in excess thereof; (B) the requested Borrowing Date, which shall be a Business Day (ii) the aggregate amount of such Borrowing; (Ciii) whether the Type of Loans comprising such Borrowing are to be, Base Rate Committed Loans comprising the or Euro-Dollar Committed BorrowingLoans; and (Div) if in the Committed Loans consist case of Offshore Rate a Borrowing with respect to Euro-Dollar Committed Loans, the duration of the Interest Period applicable thereto, subject to such Committed Loans included in such notice. If the Notice of Borrowing fails to specify the duration provisions of the definition of Interest Period for any Committed Borrowing comprised of Offshore Rate Committed Loans, such Interest Period shall be one monthPeriod. (b) The Upon receipt of a Notice of Borrowing, the Agent will shall promptly notify each Bank of its receipt the contents thereof and of any such Bank's ratable share of such Borrowing and such Notice of Borrowing and shall not thereafter be revocable by the Borrower, except pursuant to an election made by the Borrower as expressly permitted by the last sentence of the amount of such Bank’s Pro Rata Share of that Committed BorrowingSection 8.1. (c) Each Bank will make the amount of its Pro Rata Share of each Committed Borrowing available to the Agent for the account of the Company at the Agent’s Payment Office by 12:00 noon Not later than 9:00 a.m. (Chicago San Francisco time) on the Borrowing Date requested by the Company date of each Borrowing, each Bank shall (except as provided in subsection (d) of this Section) make available its ratable share of such Borrowing, in Federal or other funds immediately available, to the Agent at its address referred to in Section 10.1. Unless the Agent determines that any applicable condition specified in Article 3 has not been satisfied, the Agent will make the funds so received from the Banks available to the Agent. Any such amount which is received later than 12:00 noon (Chicago time) shall be deemed to have been received on the immediately succeeding Business Day. The proceeds of each such Committed Borrowing will then be made available to the Company by the Agent Borrower at such office by crediting the account of the Company on the books of Bank One for the aggregate of the amounts made available to the Agent by the Banks and in like funds as received by the Agent, or if requested by the Company, by wire transfer in accordance with written instructions provided to the Agent by the Company of such funds as received by the Agent, unless on the date of the Committed Borrowing all or any portion of the proceeds thereof shall then be required to be applied to the repayment of any outstanding Loans, in which case such proceeds or portion thereof shall be applied to the payment of such Loans's aforesaid address. (d) After giving effect Unless the Agent shall have received notice from a Bank prior to the date of any Committed Borrowing that such Bank will not make available to the Agent such Bank's share of such Borrowing, there the Agent may assume that such Bank has made such share available to the Agent on the date of such Borrowing in accordance with subsections (c) of this Section 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 be more than eight have so made such share available to the Agent, such Bank and the Borrower severally agree to repay to the Agent within three Business Days of demand therefor such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (8) different Interest Periods i) in effect the case of the Borrower, a rate per annum equal to the higher of the Federal Funds Rate or the interest rate applicable thereto pursuant to Section 2.8 or (ii) in respect the case of all Committed Loans and Bid Loans together then outstandingsuch Bank, the Federal Funds Rate. If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank's Loan included in such Borrowing for purposes of this Agreement.

Procedure for Committed Borrowing. (a) Each Committed Borrowing shall be made upon the Company’s 's irrevocable written notice delivered to the Agent in the form of a Notice of Borrowing (which notice must be received by the Agent prior to 11:00 a.m. (San Francisco time) (i) prior to 10:00 a.m. (Chicago time) at least three Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Committed Loans; , and (ii) prior to 10:00 a.m. (Chicago time) on the requested Borrowing Date, in the case of Base Rate Committed Loans, specifying: (A) the amount of the Committed Borrowing, which shall be in an aggregate minimum amount of $5,000,000 or any multiple of $1,000,000 in excess thereofa Minimum Amount; (B) the requested Borrowing Date, which shall be a Business Day; (C) the Type of Committed Loans comprising the Committed Borrowing; and (D) if the Committed Loans consist of Offshore Rate Committed Loans, the duration of the Interest Period applicable to such Committed Loans included in such noticenotice (subject to the provisions of the definition of "Interest Period" herein). If the Notice of Borrowing fails to specify the duration of the Interest Period for any Committed Borrowing comprised of Offshore Rate Committed Loans, such Interest Period shall be one monththree months. (b) The Agent will promptly notify each Bank of its receipt of any Notice of Borrowing and of the amount of such Bank’s 's Pro Rata Share of that Committed Borrowing. (c) Each Bank will make the amount of its Pro Rata Share of each Committed Borrowing available to the Agent for the account of the Company at the Agent’s 's Payment Office by 12:00 noon (Chicago 1:00 p.m. San Francisco time) on the Borrowing Date requested by the Company in funds immediately available to the Agent. Any such amount which is received later than 12:00 noon (Chicago time) shall be deemed to have been received on the immediately succeeding Business Day. The proceeds of each such Committed Borrowing will then be made available to the Company by the Agent at such office by crediting the account of the Company on the books of Bank One for BofA with the aggregate of the amounts made available to the Agent by the Banks and in like funds as received by the Agent, or if requested by the Company, by wire transfer in accordance with written instructions provided to the Agent by the Company of such funds as received by the Agent, unless on the date of the Committed Borrowing all or any portion of the proceeds thereof shall then be required to be applied to the repayment of any outstanding Loans, in which case such proceeds or portion thereof shall be applied to the payment of such Loans. (d) After giving effect to any Committed Borrowing, there may not be more than eight (8) different Interest Periods in effect in respect of all Committed Loans and Bid Loans together then outstanding.