Common use of Procedure for Committed Borrowings Clause in Contracts

Procedure for Committed Borrowings. (a) Each Committed Borrowing shall be made on notice, delivered by the Company to the Agent not later than 12:00 noon (New York City time) at least (i) four Business Days prior to the date of such proposed Borrowing, in the case of Eurodollar Loans, and (ii) one Business Day prior to the date of such proposed Borrowing, in the case of Reference Rate Loans. Each such notice of a Committed Borrowing (a "Notice of Borrowing") shall be irrevocable and shall be delivered by facsimile, in substantially the form of Exhibit 2.02(a), specifying therein: (i) the date of such Borrowing, which shall be a Business Day; (ii) the amount of such Borrowing which, in the case of a Borrowing of Eurodollar Loans, shall be in the amount of $20,000,000 or an integral multiple of $10,000,000 in excess thereof and, in the case of a Borrowing of Reference Rate Loans, shall be in the amount of $10,000,000 or an integral multiple of $5,000,000 in excess thereof and shall not, in any case, exceed the unused Aggregate Tranche A Commitments or Aggregate Tranche B Commitments, as applicable, set forth in Section 2.01(a) or (b), respectively, on the date such Borrowing is made (after giving effect to each payment and prepayment made on such date); (iii) whether such Borrowing is to be of Tranche A Loans or Tranche B Loans; (iv) whether such Borrowing is to be comprised of Eurodollar Loans or Reference Rate Loans; and (v) if such Borrowing is to be comprised of Eurodollar Loans, the duration of the initial Interest Period applicable to such Loans. If the Notice of Borrowing shall fail to specify the duration of the initial Interest Period for any Committed Borrowing comprised of Eurodollar Loans, such Interest Period shall be one month. (b) Upon receipt of a Notice of Borrowing, the Agent shall promptly notify each Lender thereof and of the amount of such Lender's share of such Borrowing determined on the basis of such Lender's Commitment Percentage. Each Lender shall make available to the Agent the amount of its ratable share of such Borrowing in the manner and at the time set forth in Section 4.04(a). (c) After giving effect to any Committed Borrowing, there shall not be more than seven different Interest Periods in effect. (d) Unless any applicable condition specified in Article 7 has not been satisfied or waived, the Agent will make the funds received from the Lenders promptly available to the Company by crediting the account of the Company on the books of Bank of America, or such other account as shall have been specified by the Company, with the aggregate of the amounts made available to the Agent by the Lenders and in like funds as received by the Agent.

Procedure for Committed Borrowings. (a) Each Committed By delivering a Borrowing shall be made Request to the Administrative Agent on or before 9:00 a.m., San Francisco time, on a Business Day, the Revolving Borrower may from time to time irrevocably request, on not less than one nor more than five Business Days' notice, delivered by in the Company to the Agent case of Base Rate Committed Loans, and on not later less than 12:00 noon (New York City time) at least (i) four three nor more than five Business Days prior to the date of such proposed BorrowingDays' notice, in the case of Eurodollar Committed Loans, that a Committed Borrowing be made in a minimum amount of $5,000,000 and (ii) one Business Day prior an integral multiple of $1,000,000, or in the unused amount of the Revolving Commitment Amount. By delivering a Borrowing Request to the date of such proposed BorrowingAdministrative Agent on or before 9:00 a.m., San Francisco time, the Term Borrower shall irrevocably request, on not less than one nor more than five Business Days' notice, in the case of Reference Base Rate Committed Loans. Each such notice of a Committed Borrowing (a "Notice of Borrowing") shall be irrevocable , and shall be delivered by facsimile, in substantially the form of Exhibit 2.02(a), specifying therein: (i) the date of such Borrowing, which shall be a on not less than three nor more than five Business Day; (ii) the amount of such Borrowing whichDays' notice, in the case of a Borrowing of Eurodollar Committed Loans, shall that a Committed Borrowing be made in the amount of $20,000,000 or an integral multiple of $10,000,000 in excess thereof and, in the case of a Borrowing of Reference Rate Loans, shall be in the amount of $10,000,000 or an integral multiple of $5,000,000 in excess thereof and shall not, in any case, exceed the unused Aggregate Tranche A Commitments or Aggregate Tranche B Commitments, as applicable, set forth in Section 2.01(a) or (b), respectively, on the date such Borrowing is made (after giving effect to each payment and prepayment made on such date); (iii) whether such Borrowing is to be of Tranche A Loans or Tranche B Loans; (iv) whether such Borrowing is to be comprised of Eurodollar Loans or Reference Rate Loans; and (v) if such Borrowing is to be comprised of Eurodollar Loans, the duration of the initial Interest Period applicable to such LoansTerm Commitment Amount. If the Notice of Borrowing shall fail to specify the duration of the initial Interest Period for any Committed Borrowing comprised of Eurodollar Loans, such Interest Period shall be one month. (b) Upon Promptly upon receipt of a Notice of Borrowingsuch notice, the Agent shall promptly notify advise each Lender thereof thereof. On the terms and subject to the conditions of this Agreement, each Committed Borrowing shall be comprised of the Type of Loans, and shall be made on the Business Day, specified in such Borrowing Request. On or before 11:00 a.m. (San Francisco time) on such Business Day each Lender shall deposit with the Administrative Agent same day funds in an amount of equal to such Lender's share Percentage of such Borrowing determined on the basis of such Lender's Commitment Percentagerequested Committed Borrowing. Each Lender Such deposit will be made to an account which the Administrative Agent shall specify from time to time by notice to the Lenders. To the extent funds are timely received from the Lenders, the Administrative Agent shall make such funds available to the Agent applicable Borrower by wire transfer on such Business Day to the amount of its ratable share of accounts such Borrowing in the manner and at the time set forth in Section 4.04(a). (c) After giving effect to any Committed Borrowing, there Borrower shall not be more than seven different Interest Periods in effect. (d) Unless any applicable condition have specified in Article 7 has not been satisfied or waived, the Agent will its Borrowing Request. No Lender's obligation to make the funds received from the Lenders promptly available any Loan shall be affected by any other Lender's failure to the Company by crediting the account of the Company on the books of Bank of America, or such other account as shall have been specified by the Company, with the aggregate of the amounts made available to the Agent by the Lenders and in like funds as received by the Agentmake any Loan.

Procedure for Committed Borrowings. (a) Each Committed Borrowing shall be made on notice, delivered by the Company to the Agent not later than (x) 12:00 noon (New York City time) (in the case of such Loans denominated in Dollars) and (y) 11:00 a.m. (New York City time) (in the case of such Loans denominated in any Offshore Currency) at least (i) four Business Days prior to the date of such proposed Borrowing, in the case of Eurodollar Offshore Rate Loans, and (ii) one Business Day prior to on the date day of such proposed Borrowing, in the case of Reference Rate Loans. Each such notice of a Committed Borrowing (a "Notice of Borrowing") shall be irrevocable and shall be delivered by facsimile, ------------------- in substantially the form of Exhibit 2.02(a), specifying therein:: --------------- (i) the date of such Borrowing, which shall be a Business Day; (ii) the amount of such Borrowing which, (A) in the case of a Borrowing of Eurodollar LoansOffshore Rate Loans denominated in Dollars, shall be in the amount of $20,000,000 or an integral multiple of $10,000,000 in excess thereof andthereof, (B) in the case of a Borrowing of Offshore Currency Loans, shall be in the amount of the lesser of (1) the Equivalent Amount of $20,000,000 and (2) 20,000,000 units of Offshore Currency, and (C), in the case of a Borrowing of Reference Rate Loans, shall be in the amount of $10,000,000 or an integral multiple of $5,000,000 in excess thereof and shall not, in any case, exceed the unused Aggregate Tranche A Commitments or Aggregate Tranche B Commitments, as applicable, set forth in Section 2.01(a) or (b), respectively, on the date such Borrowing is made (after giving effect to each payment and prepayment made on such date); (iii) whether such Borrowing is to be of Tranche A Offshore Rate Loans or Tranche B Reference Rate Loans; (iv) whether such in the case of a Borrowing is to be comprised of Eurodollar Loans or Reference Rate Offshore Currency Loans, the Applicable Currency; and (v) if such Borrowing is to be comprised of Eurodollar Offshore Rate Loans, the duration of the initial Interest Period or Interest Periods applicable to such Loans. If the Notice of Borrowing shall fail to specify the duration of the initial Interest Period for any Committed Borrowing comprised of Eurodollar Offshore Rate Loans, such Interest Period shall be one month. (b) Upon receipt of a Notice of Borrowing, the Agent shall promptly notify each Lender thereof and of the amount of such Lender's share of such Borrowing determined on the basis of such Lender's Commitment PercentagePercentage (expressed in the Applicable Currency of the Borrowing). In the case of a Borrowing of Offshore Currency Loans, the Agent will, upon the determination of the Equivalent Amount of the Borrowing as specified in the Notice of Borrowing, promptly notify each Lender of the exact amount of such Lender's Pro Rata Share of the Borrowing and the applicable Spot Rate used by the Agent to determine the Equivalent Amount. Each Lender shall make available to the Agent the amount of its ratable share of such Borrowing in the manner and at the time set forth in Section 4.04(a).. --------------- (c) After giving effect to any Committed Borrowing, there shall not be more than seven different Interest Periods in effect. (d) Unless any applicable condition specified in Article 7 has not been --------- satisfied or waived, the Agent will make the funds received from the Lenders promptly available to the Company by crediting the account of the Company on the books of Bank of America, or such other account as shall have been specified by the Company, with the aggregate of the amounts made available to the Agent by the Lenders and in like funds as received by the Agent. (d) After giving effect to any Committed Borrowing, there shall not be more than seven different Interest Periods in effect. (e) The Company may from time to time request Committed Loans in currencies other than those listed in the definition of Offshore Currency so long as such currency is freely traded in the offshore interbank foreign exchange markets and freely transferable and freely convertible into Dollars. The Company shall request any such additional currency by notice to the Agent (who shall promptly notify each Lender) not later than 11:00 a.m. (New York City time) ten Business Days prior to such proposed Extension of Credit. Each Lender shall notify the Agent (who shall promptly notify the Company) whether it can, in its sole discretion, make an Extension of Credit in such requested currency. If all Lenders consent to such currency, such currency shall thereafter be deemed for all purposes an Offshore Currency hereunder available for Extensions of Credit. (f) Without prejudice and in addition to any method of conversion or rounding prescribed by any EMU Legislation and without prejudice to (i) the liabilities for indebtedness of the Company to the Lenders under or pursuant to this Agreement or (ii) the Lenders' Commitments, any reference in this Agreement to a minimum amount (or an integral multiple thereof) in a national currency of a Subsequent Participant to be paid to or by the Agent shall immediately, upon it becoming a Subsequent Participant, be replaced by a reference to such reasonably comparable and convenient amount (or an integral multiple thereof) in the euro unit as the Agent may specify. (g) The Agent may from time to time further modify the terms of, and practices contemplated by, this Agreement (other than in connection with any amendment, supplement or other modification with respect to any action or other matter referred to in Section 12.02(a) through 12.02(d)) with respect to the ---------------- ---------------- euro to the extent the Agent determines, in its reasonable discretion, that such modifications are necessary or convenient to reflect new laws, regulations, customs or practices developed in connection with the euro. The Agent may effect such modifications, and this Agreement shall be deemed so amended, without the consent of the Company or Lenders to the extent such modifications are not materially disadvantageous to the Company and Lenders, upon notice thereto. Unless made impracticable by a change in law, the Agent will give prior written notice to the Lenders of any such modification.

Procedure for Committed Borrowings. (a) Each Committed Borrowing shall be made on notice, delivered upon the irrevocable request of the Company by a facsimile to the Documentation Agent (which shall be confirmed promptly by a telephone call) in the form of a Notice of Borrowing which facsimile must be received by the Company Documentation Agent prior to the Agent not later than 12:00 noon 11:00 a.m. (New York City time) at least (i) four three (3) Business Days prior to the date of such proposed Borrowingrequested borrowing date, in the case of Eurodollar LIBOR Committed Loans, and (ii) one two Business Day Days prior to the date requested borrowing date, in the case of such proposed BorrowingCD Rate Committed Loans and (iii) on the requested borrowing date, in the case of Reference Rate Committed Loans. Each such notice of a Committed Borrowing (a "Notice of Borrowing") shall be irrevocable and shall be delivered by facsimile, in substantially the form of Exhibit 2.02(a), specifying thereinspecifying: (iA) the date amount of such the Committed Borrowing, which shall be in an aggregate minimum principal amount of Ten Million Dollars ($10,000,000) or any multiple of Five Million Dollars ($5,000,000) in excess thereof; (B) the requested borrowing date, which shall be a Business Day; (ii) the amount of such Borrowing which, in the case of a Borrowing of Eurodollar Loans, shall be in the amount of $20,000,000 or an integral multiple of $10,000,000 in excess thereof and, in the case of a Borrowing of Reference Rate Loans, shall be in the amount of $10,000,000 or an integral multiple of $5,000,000 in excess thereof and shall not, in any case, exceed the unused Aggregate Tranche A Commitments or Aggregate Tranche B Commitments, as applicable, set forth in Section 2.01(a) or (b), respectively, on the date such Borrowing is made (after giving effect to each payment and prepayment made on such date); (iiiC) whether such Borrowing is to be of Tranche A Loans or Tranche B Loans; (iv) whether such the Committed Borrowing is to be comprised of Eurodollar LIBOR Committed Loans, CD Rate Committed Loans or Reference Rate Committed Loans; and (vD) if such the Borrowing is to be comprised of Eurodollar LIBOR Committed Loans or CD Rate Committed Loans, the duration of the initial Interest Period applicable to such Loans. If the Notice of Borrowing shall fail to specify the duration of the initial Interest Period for any LIBOR Committed Borrowing comprised of Eurodollar Loans or CD Rate Committed Loans, such the Company shall be deemed to have elected an Interest Period shall be of one month.month or 30 days, respectively; (b) Upon receipt of a the Notice of Borrowing, the Documentation Agent shall promptly notify each Lender Bank thereof and of the amount of such LenderBank's share of the requested Committed Borrowing based on such Borrowing determined on the basis of such LenderBank's Commitment Percentage. Each Lender shall make available to the Agent the amount of its ratable share of such Borrowing in the manner and at the time set forth in Section 4.04(a). (c) After giving effect to any Committed Borrowing, there shall not be more than seven different Interest Periods in effect. (d) Unless any applicable condition specified in Article 7 has not been satisfied or waived, the Agent will make the funds received from the Lenders promptly available to the Company by crediting the account of the Company on the books of Bank of America, or such other account as shall have been specified by the Company, with the aggregate of the amounts made available to the Agent by the Lenders and in like funds as received by the Agent.

Procedure for Committed Borrowings. (a) Each Committed Borrowing shall be made on notice, delivered by the Company to the Agent not later than 12:00 noon (New York City time) at least (i) four Business Days prior to the date of such proposed Borrowing, in the case of Eurodollar Loans, and (ii) one Business Day prior to the date of such proposed Borrowing, in the case of Reference Rate Loans. Each such notice of a Committed Borrowing (a "Notice of Borrowing") shall be irrevocable and shall be delivered by facsimile------------------- facsimile or telex, in substantially the form of Exhibit 2.02(a)2.02, specifying ------------ therein: (i) the date of such Borrowing, which shall be a Business Day; (ii) the amount of such Borrowing which, in the case of a Borrowing of Eurodollar Loans, shall be in the amount of $20,000,000 or an integral multiple of $10,000,000 in excess thereof and, in the case of a Borrowing of Reference Rate Loans, shall be in the amount of $10,000,000 or an integral multiple of $5,000,000 in excess thereof and shall not, in any case, exceed the unused Aggregate Tranche A Available Commitments or Aggregate Tranche B Commitments, as applicable, set forth in Section 2.01(a) or (b), respectively, on the date such Borrowing is made (after giving effect to each payment and prepayment made on such date); (iii) whether such Borrowing is to be of Tranche A Loans or Tranche B Loans; (iv) whether such Borrowing is to be comprised of Eurodollar Loans or Reference Rate Loans; and (viv) if such Borrowing is to be comprised of Eurodollar Loans, the duration of the initial Interest Period applicable to such Loans. If the Notice of Borrowing shall fail to specify the duration of the initial Interest Period for any Committed Borrowing comprised of Eurodollar Loans, such Interest Period shall be one month. (b) Upon receipt of a Notice of Borrowing, the Agent shall promptly notify each Lender thereof and of the amount of such Lender's share of such Borrowing determined on the basis of such Lender's Commitment Percentage. Each Lender shall make available to the Agent the amount of its ratable share of such Borrowing in the manner and at the time set forth in Section 4.04(a3.04(a).. --------------- (c) After giving effect to any Committed Borrowing, there shall not be more than seven different Interest Periods in effect. (d) Unless any applicable condition specified in Article 7 VI has not been ---------- satisfied or waived, the Agent will make the funds received from the Lenders promptly available to the Company by crediting the account of the Company on the books of Bank of America, or such other account as shall have been specified by the Company, with the aggregate of the amounts made available to the Agent by the Lenders and in like funds as received by the Agent.

Procedure for Committed Borrowings. (a) Each Committed Borrowing shall be made on notice, delivered by upon irrevocable written notice from the Company to the Administrative Agent, which notice must be received by the Administrative Agent not later than 12:00 noon (New York City time) at least (i) four 10:00 A.M. (Chicago time) two Business Days prior to the date of such proposed Borrowingrequested Borrowing Date, in the case of Eurodollar US Dollar Eurocurrency Loans, and ; (ii) one 11:00 A.M. (Chicago time) three Business Day Days prior to the date of such proposed Borrowingrequested Borrowing Date, in the case of Reference Eurocurrency Loans in an Available Currency; and (iii) 11:00 A.M. (Chicago time) on the requested Borrowing Date, in the case of US Base Rate Loans. Each such notice of a Committed Borrowing (a "Notice of Borrowing") shall be irrevocable and shall be delivered by facsimile, in substantially the form of Exhibit 2.02(a), specifying thereinspecify: (iA) the date amount of such the Committed Borrowing, which shall be in an aggregate amount not less than the Minimum Tranche; (B) the requested Borrowing Date, which shall be a Business Day; (iiC) the amount Type of such Loans comprising the Committed Borrowing which, ; and (D) in the case of a Borrowing of Eurodollar Eurocurrency Loans, the Applicable Currency (which shall be in the amount of $20,000,000 US Dollars or an integral multiple of $10,000,000 in excess thereof and, in the case of a Borrowing of Reference Rate Loans, shall be in the amount of $10,000,000 or an integral multiple of $5,000,000 in excess thereof any Available Currency) and shall not, in any case, exceed the unused Aggregate Tranche A Commitments or Aggregate Tranche B Commitments, as applicable, set forth in Section 2.01(a) or (b), respectively, on the date such Borrowing is made (after giving effect to each payment and prepayment made on such date); (iii) whether such Borrowing is to be of Tranche A Loans or Tranche B Loans; (iv) whether such Borrowing is to be comprised of Eurodollar Loans or Reference Rate Loans; and (v) if such Borrowing is to be comprised of Eurodollar Loans, the duration of the initial Interest Period applicable to such Loans. If the Notice of Borrowing shall fail to specify the duration of the initial Interest Period for any Committed Borrowing comprised of Eurodollar Loans, such Interest Period shall be one monththerefor. (b) Upon receipt of a Notice of Committed Borrowing, the Administrative Agent shall will promptly notify each Committed Lender thereof and of the amount of such Committed Lender's share Pro Rata Share of such Borrowing determined on the basis of such Lender's Commitment Percentage. Committed Borrowing. (c) Each Committed Lender shall will make available to the Agent the amount of its ratable share Pro Rata Share of such each Committed Borrowing available to the Administrative Agent for the account of the Company at the Administrative Agent's Payment Office on the Borrowing Date requested by the Company in Same Day Funds and in the requested currency (i) in the case of a Committed Borrowing comprised of Committed Loans in US Dollars, by noon (Chicago time) and (ii) in the case of a Committed Borrowing in any Available Currency, by such time as the manner and at Administrative Agent may specify. The proceeds of all such Loans will promptly be made available to the time set forth Company by the Administrative Agent in Section 4.04(a)like funds as received by the Administrative Agent. (cd) After giving effect to any Committed Borrowing, there shall may not be more than seven 12 different Interest Periods in effectfor all Committed Borrowings. (d) Unless any applicable condition specified in Article 7 has not been satisfied or waived, the Agent will make the funds received from the Lenders promptly available to the Company by crediting the account of the Company on the books of Bank of America, or such other account as shall have been specified by the Company, with the aggregate of the amounts made available to the Agent by the Lenders and in like funds as received by the Agent.

Procedure for Committed Borrowings. (a) Each Committed Borrowing shall be made on notice, upon irrevocable written notice delivered by the Company (on behalf of itself or any Borrowing Subsidiary, if applicable) to the U.S. Agent not later than 12:00 noon in the form of a Notice of Committed Borrowing (New York City which notice must be received by the U.S. Agent prior to 10:30 a.m. (Chicago time) at least (i) four Business Days prior to the date requested Borrowing Date, in the case of such proposed BorrowingEurocurrency Loans; (ii) three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, ; and (iiiii) one Business Day prior to on the date of such proposed Borrowingrequested Borrowing Date, in the case of Reference Base Rate Loans. Each such notice of a Committed Borrowing (a "Notice of Borrowing") shall be irrevocable and shall be delivered by facsimile, in substantially the form of Exhibit 2.02(a), specifying thereinspecifying: (iA) the date identity of such the Borrower; (B) the amount of the Borrowing, which shall be in the aggregate minimum amount of the Dollar Equivalent of U.S.$5,000,000 or any multiple of (x) U.S.$1,000,000 in excess thereof, in the case of Base Rate Loans or Eurodollar Loans, or (y) 100,000 units of the Applicable Currency in excess thereof, in the case of Eurocurrency Loans; (C) the requested Borrowing date, which shall be a Business Day; (iiD) the amount Type of such Borrowing which, in Committed Loans comprising the case of a Borrowing of Eurodollar Loans, shall be in the amount of $20,000,000 or an integral multiple of $10,000,000 in excess thereof and, in the case of a Borrowing of Reference Rate Loans, shall be in the amount of $10,000,000 or an integral multiple of $5,000,000 in excess thereof and shall not, in any case, exceed the unused Aggregate Tranche A Commitments or Aggregate Tranche B Commitments, as applicable, set forth in Section 2.01(a) or (b), respectively, on the date such Borrowing is made (after giving effect to each payment and prepayment made on such date)Committed Borrowing; (iiiE) whether such Borrowing is to be of Tranche A Loans or Tranche B Loans; (iv) whether such Borrowing is to be comprised of Eurodollar Loans or Reference Rate Loans; and (v) if such Borrowing is to be comprised of Eurodollar Loans, the duration of the initial Interest Period applicable to such LoansLoans included in such notice. If the Notice of Committed Borrowing shall fail fails to specify the duration of the initial Interest Period for any Committed Borrowing comprised of Eurodollar Loans or Eurocurrency Loans, such Interest Period shall be one month; and (F) in the case of a Borrowing comprised of Eurocurrency Loans, the Available Currency or Currencies. (b) The Dollar Equivalent amount of any Borrowing in an Available Currency will be determined by the U.S. Agent for such Borrowing on the Computation Date therefor in accordance with Section 2.05(a). Upon receipt of a any Notice of Committed Borrowing, the U.S. Agent shall promptly notify each Lender thereof thereof, and if such notice relates to a Borrowing of Eurocurrency Loans, the European Payment Agent thereof, and of the amount of such Lender's share Pro Rata Share of such Borrowing determined on the basis of such Lender's Commitment Percentage. Each Lender shall make available to the Agent the amount of its ratable share of such Borrowing in the manner and at the time set forth in Section 4.04(a)Borrowing. (c) After giving effect to any Committed Borrowing, there shall not be more than seven different Interest Periods in effect. (d) Unless any applicable condition specified in Article 7 has not been satisfied or waived, the Agent Each Lender will make the funds received from the Lenders promptly amount of its Pro Rata Share of each Borrowing available to the Company by crediting U.S. Agent or, in the case of Eurocurrency Loans, the European Payment Agent, for the account of the Company relevant Borrower at the Agent's Payment Office on the books of Bank of America, or such other account as shall have been specified Borrowing Date requested by the CompanyCompany in Same Day Funds and in the requested currency (i) in the case of a Borrowing comprised of Loans in U.S. Dollars, with by 1:00 p.m (Chicago time), and (ii) in the aggregate case of a Borrowing comprised of Eurocurrency Loans, by such time as the U.S. Agent may specify. The proceeds of all such Loans will then be made promptly available but in any event before the close of business on the requested Borrowing Date to the relevant Borrower by the U.S. Agent or the European Payment Agent, as appropriate, to an account of the amounts made available to relevant Borrower at the Agent by the Lenders Agent's Payment Office and in like funds as received by such Person. (d) After giving effect to any Borrowing (or to any conversion or continuation of Loans pursuant to Section 2.04), unless the AgentU.S. Agent shall otherwise consent, there may be not more than ten different Interest Periods in effect for Committed Loans and not more than eight Interest Periods in effect for Bid Loans.

Procedure for Committed Borrowings. (a) Each Committed Borrowing (other than of a Swing Line Loan) shall be made on notice, upon the applicable Borrower's irrevocable written notice (or telephonic notice promptly confirmed in writing) delivered to the Administrative Agent in the form of a Notice of Committed Borrowing (which notice must be received by the Company Administrative Agent prior to (i) 10:00 a.m. (London, England time), three Business Days prior to the Agent not later than 12:00 noon requested Borrowing Date, in the case of Offshore Currency Loans; (ii) 10:00 a.m. (New York City time) at least (i) four ), three Business Days prior to the date of such proposed Borrowingrequested Borrowing Date, in the case of Eurodollar Offshore U.S. Dollar Loans, ; and (iiiii) 10:00 a.m. (New York City time), one Business Day prior to the date of such proposed Borrowingrequested Borrowing Date, in the case of Reference Rate ABR Loans. Each such notice of a Committed , and in each case not more than five Business Days prior to the requested Borrowing (a "Notice of Borrowing"Date) shall be irrevocable and shall be delivered by facsimile, in substantially the form of Exhibit 2.02(a), specifying thereinspecifying: (iA) the date amount of such the Committed Borrowing, which shall be in an aggregate amount not less than the Minimum Tranche; (B) the requested Borrowing Date, which shall be a Business Day; (iiC) the amount Type of such Borrowing which, Loans comprising the Committed Borrowing; (D) in the case of a Borrowing of Eurodollar LIBOR Rate Committed Loans, shall be in the amount duration of $20,000,000 or an integral multiple of $10,000,000 in excess thereof the Interest Period therefor; and, (E) in the case of a Borrowing of Reference Rate Loans, shall be in the amount of $10,000,000 or an integral multiple of $5,000,000 in excess thereof and shall not, in any case, exceed the unused Aggregate Tranche A Commitments or Aggregate Tranche B Commitments, as applicable, set forth in Section 2.01(a) or (b), respectively, on the date such Borrowing is made (after giving effect to each payment and prepayment made on such date); (iii) whether such Borrowing is to be of Tranche A Loans or Tranche B Loans; (iv) whether such Borrowing is to be comprised of Eurodollar Loans or Reference Rate Loans; and (v) if such Borrowing is to be comprised of Eurodollar Offshore Currency Loans, the duration of the initial Interest Period applicable to such Loans. If the Notice of Borrowing shall fail to specify the duration of the initial Interest Period for any Committed Borrowing comprised of Eurodollar Loans, such Interest Period shall be one monthApplicable Currency. (b) The Dollar Equivalent amount of any Borrowing of Revolving Facility Loans in an Offshore Currency will be determined by the Administrative 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 Administrative Agent shall will promptly notify each Lender thereof and of the amount of such Lender's share Pro Rata Share of the Committed Borrowing. In the case of a Borrowing of Revolving Facility Loans comprised of Offshore Currency Loans, such notice will provide the approximate amount of each Lender's Pro Rata Share of the Borrowing, and the Administrative Agent will, upon the determination of the Dollar Equivalent amount of the Borrowing determined on as specified in the basis Notice of Committed Borrowing, promptly notify each Lender of the exact amount of such Lender's Commitment Percentage. Each Lender shall make available to Pro Rata Share of the Agent the amount of its ratable share of such Borrowing in the manner and at the time set forth in Section 4.04(a)Borrowing. (c) After giving effect to any Committed Borrowing, there shall not be more than seven different Interest Periods in effect. (d) Unless any applicable condition specified in Article 7 has not been satisfied or waived, the Agent Each Lender will make the funds received from the Lenders promptly amount of its Pro Rata Share of each Committed Borrowing available to the Company Administrative Agent for the account of the applicable Borrower at the Administrative Agent's Payment Office on the Borrowing Date requested by such Borrower in Same Day Funds and in the requested currency (i) in the case of a Committed Borrowing comprised of Loans in U.S. Dollars, by 11:00 a.m. (New York City time) and (ii) in the case of a Borrowing comprised of Offshore Currency Loans, by such time (London, England time) as the Administrative Agent may specify. The proceeds of all such Committed Loans will promptly be made available to the applicable Borrower by the Administrative Agent at such office by crediting the account of the Company on the books of Bank of America, or such other account as shall have been specified Borrower where requested by the Company, such Borrower with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent. (d) After giving effect to any Committed Borrowing, there may not be more than four different Interest Periods in effect for all Tranche A Term Loans, four different Interest Periods in effect for all Tranche B Term Loans, four different Interest Periods in effect for all Tranche C(CH) Term Loans, four different Interest Periods in effect for all Tranche C(US) Term Loans and six different Interest Periods in effect for all Revolving Loans. No more than four different Applicable Currencies shall be utilized for all outstanding Revolving Loans. (e) ABR Loans shall only be made in U.S. Dollars.

Procedure for Committed Borrowings. (a) Each Committed Borrowing shall be made on notice, delivered by the Company to the Agent not later than 12:00 noon (New York City time) at least (i) four Business Days prior to the date of such proposed Borrowing, in the case of Eurodollar Loans, and (ii) one Business Day prior to the date of such proposed Borrowing, in the case of Reference Rate Loans. Each such notice of a Committed Borrowing (a "Notice of Borrowing") shall be irrevocable and shall be delivered by facsimile, in substantially the form of Exhibit 2.02(a), specifying therein: (i) the date of such Borrowing, which shall be a Business Day; (ii) the amount of such Borrowing which, in the case of a Borrowing of Eurodollar Loans, shall be in the amount of $20,000,000 or an integral multiple of $10,000,000 in excess thereof and, in the case of a Borrowing of Reference Rate Loans, shall be in the amount of $10,000,000 or an integral multiple of $5,000,000 in excess thereof and shall not, in any case, exceed the unused Aggregate Tranche A Commitments or Aggregate Tranche B Commitments, as applicable, set forth in Section 2.01(a) or (b), respectively, on the date such Borrowing is made (after giving effect to each payment and prepayment made on such date); (iii) whether such Borrowing is to be of Tranche A Loans or Tranche B Loans; (iv) whether such Borrowing is to be comprised of Eurodollar Loans or Reference Rate Loans; and (v) if such Borrowing is to be comprised of Eurodollar Loans, the duration of the initial Interest Period applicable to such Loans. If the Notice of Borrowing shall fail to specify the duration of the initial Interest Period for any Committed Borrowing comprised of Eurodollar Loans, such Interest Period shall be one month. (b) Upon receipt of a Notice of Borrowing, the Agent shall promptly notify each Lender thereof and of the amount of such Lender's share of such Borrowing determined on the basis of such Lender's Commitment Percentage. Each Lender shall make available to the Agent the amount of its ratable share of such Borrowing in the manner and at the time set forth in Section 4.04(a). (c) After giving effect to any Committed Borrowing, there shall not be more than seven different Interest Periods in effect. (d) Unless any applicable condition specified in Article 7 has not been satisfied or waived, the Agent will make the funds received from the Lenders promptly available to the Company by crediting the account of the Company on the books of Bank of sf712790 17 America, or such other account as shall have been specified by the Company, with the aggregate of the amounts made available to the Agent by the Lenders and in like funds as received by the Agent.

Procedure for Committed Borrowings. (a) Each Committed Borrowing shall be made on notice, delivered by the Company to the Agent not later than (x) 12:00 noon (New York City time) (in the case of such Loans denominated in Dollars) and (y) 11:00 a.m. (New York City time) (in the case of such Loans denominated in any Offshore Currency) at least (i) four Business Days prior to the date of such proposed Borrowing, in the case of Eurodollar Offshore Rate Loans, and (ii) one Business Day prior to on the date day of such proposed Borrowing, in the case of Reference Rate Loans. Each such notice of a Committed Borrowing (a "“Notice of Borrowing"”) shall be irrevocable and shall be delivered by facsimile, in substantially the form of Exhibit 2.02(a), specifying therein: (i) the date of such Borrowing, which shall be a Business Day; (ii) the amount of such Borrowing which, (A) in the case of a Borrowing of Eurodollar LoansOffshore Rate Loans denominated in Dollars, shall be in the amount of $20,000,000 or an integral multiple of $10,000,000 in excess thereof andthereof, (B) in the case of a Borrowing of Offshore Currency Loans, shall be in the amount of the lesser of (1) the Equivalent Amount of $20,000,000 and (2) 20,000,000 units of Offshore Currency, and (C), in the case of a Borrowing of Reference Rate Loans, shall be in the amount of $10,000,000 or an integral multiple of $5,000,000 in excess thereof and shall not, in any case, exceed the unused Aggregate Tranche A Commitments or Aggregate Tranche B Commitments, as applicable, set forth in Section 2.01(a) or (b), respectively, on the date such Borrowing is made (after giving effect to each payment and prepayment made on such date); (iii) whether such Borrowing is to be of Tranche A Offshore Rate Loans or Tranche B Reference Rate Loans; (iv) whether such in the case of a Borrowing is to be comprised of Eurodollar Loans or Reference Rate Offshore Currency Loans, the Applicable Currency; and (v) if such Borrowing is to be comprised of Eurodollar Offshore Rate Loans, the duration of the initial Interest Period or Interest Periods applicable to such Loans. If the Notice of Borrowing shall fail to specify the duration of the initial Interest Period for any Committed Borrowing comprised of Eurodollar Loans, such Interest Period shall be one month. (b) Upon receipt of a Notice of Borrowing, the Agent shall promptly notify each Lender thereof and of the amount of such Lender's share of such Borrowing determined on the basis of such Lender's Commitment Percentage. Each Lender shall make available to the Agent the amount of its ratable share of such Borrowing in the manner and at the time set forth in Section 4.04(a). (c) After giving effect to any Committed Borrowing, there shall not be more than seven different Interest Periods in effect. (d) Unless any applicable condition specified in Article 7 has not been satisfied or waived, the Agent will make the funds received from the Lenders promptly available to the Company by crediting the account of the Company on the books of Bank of America, or such other account as shall have been specified by the Company, with the aggregate of the amounts made available to the Agent by the Lenders and in like funds as received by the Agent.

Procedure for Committed Borrowings. (a) Each Committed Borrowing shall be made on notice, delivered by upon irrevocable written notice from the Company to the Administrative Agent, which notice must be received by the Administrative Agent not later than 12:00 noon (New York City i) 10:00 A.M. (Chicago time) at least two Business Days prior to the requested Borrowing Date, in the case of US Dollar Eurocurrency Loans; (iii) 11:00 A.M. (Chicago time) four Business Days prior to the date of such proposed Borrowingrequested Borrowing Date, in the case of Eurodollar Loans, Eurocurrency Loans in an Available Currency; and (iiiii) one Business Day prior to 11:00 A.M. (Chicago time) on the date of such proposed Borrowingrequested Borrowing Date, in the case of Reference US Base Rate Loans. Each such notice of a Committed Borrowing (a "Notice of Borrowing") shall be irrevocable and shall be delivered by facsimile, in substantially the form of Exhibit 2.02(a), specifying thereinspecify: (iA) the date amount of such the Committed Borrowing, which shall be in an aggregate amount not less than the Minimum Tranche; (B) the requested Borrowing Date, which shall be a Business Day; (iiC) the amount Type of such Loans comprising the Committed Borrowing which, ; and (D) in the case of a Borrowing of Eurodollar Eurocurrency Loans, the Applicable Currency (which shall be in the amount of $20,000,000 US Dollars or an integral multiple of $10,000,000 in excess thereof and, in the case of a Borrowing of Reference Rate Loans, shall be in the amount of $10,000,000 or an integral multiple of $5,000,000 in excess thereof any Available Currency) and shall not, in any case, exceed the unused Aggregate Tranche A Commitments or Aggregate Tranche B Commitments, as applicable, set forth in Section 2.01(a) or (b), respectively, on the date such Borrowing is made (after giving effect to each payment and prepayment made on such date); (iii) whether such Borrowing is to be of Tranche A Loans or Tranche B Loans; (iv) whether such Borrowing is to be comprised of Eurodollar Loans or Reference Rate Loans; and (v) if such Borrowing is to be comprised of Eurodollar Loans, the duration of the initial Interest Period applicable to such Loans. If the Notice of Borrowing shall fail to specify the duration of the initial Interest Period for any Committed Borrowing comprised of Eurodollar Loans, such Interest Period shall be one monththerefor. (b) Upon receipt of a Notice of Committed Borrowing, the Administrative Agent shall will promptly notify each Committed Lender thereof and of the amount of such Committed Lender's share Pro Rata Share of such Borrowing determined on the basis of such Lender's Commitment Percentage. Committed Borrowing. (c) Each Committed Lender shall will make available to the Agent the amount of its ratable share Pro Rata Share of such each Committed Borrowing available to the Administrative Agent for the account of the Company at the Administrative Agent's Payment Office on the Borrowing Date requested by the Company in Same Day Funds and in the requested currency (i) in the case of a Committed Borrowing comprised of Committed Loans in US Dollars, by noon (Chicago time) and (ii) in the case of a Committed Borrowing in any Available Currency, by such time as the manner and at Administrative Agent may specify. The proceeds of all such Loans will promptly be made available to the time set forth Company by the Administrative Agent in Section 4.04(a)like funds as received by the Administrative Agent. (cd) After giving effect to any Committed Borrowing, there shall may not be more than seven 15 different Interest Periods in effectfor all Committed Borrowings. (d) Unless any applicable condition specified in Article 7 has not been satisfied or waived, the Agent will make the funds received from the Lenders promptly available to the Company by crediting the account of the Company on the books of Bank of America, or such other account as shall have been specified by the Company, with the aggregate of the amounts made available to the Agent by the Lenders and in like funds as received by the Agent.

Procedure for Committed Borrowings. (a) Each Committed Borrowing shall be made on upon the Company's irrevocable written notice (or telephonic notice, promptly confirmed by a writing) delivered by the Company to the Agent not later than 12:00 noon in the form of a Notice of Borrowing (New York City time) at least which notice must be received by the Agent prior to (i) four 9:30 a.m. (Chicago time) two Business Days prior to the date requested Borrowing date, in the case of Offshore Rate Committed Loans and (ii) 10:30 a.m. (Chicago time) on the same Business Day of such proposed Borrowing, in the case of Eurodollar Base Rate Committed Loans, and (ii) one Business Day prior to the date of such proposed Borrowing, in the case of Reference Rate Loans. Each such notice of a Committed Borrowing (a "Notice of Borrowing") shall be irrevocable and shall be delivered by facsimile, in substantially the form of Exhibit 2.02(a), specifying thereinspecifying: (iA) the date amount of such 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; (ii) the amount of such Borrowing which, in the case of a Borrowing of Eurodollar Loans, shall be in the amount of $20,000,000 or an integral multiple of $10,000,000 in excess thereof and, in the case of a Borrowing of Reference Rate Loans, shall be in the amount of $10,000,000 or an integral multiple of $5,000,000 in excess thereof and shall not, in any case, exceed the unused Aggregate Tranche A Commitments or Aggregate Tranche B Commitments, as applicable, set forth in Section 2.01(a) or (b), respectively, on the date such Borrowing is made (after giving effect to each payment and prepayment made on such date); (iiiC) whether such Borrowing is to be of Tranche A Loans or Tranche B Loans; (iv) whether such the Committed Borrowing is to be comprised of Eurodollar Offshore Rate Committed Loans or Reference Base Rate Committed Loans; and (vD) if such Borrowing is to be comprised of Eurodollar Loans, the duration of the initial Interest Period applicable to such LoansCommitted Loans included in such notice. If the Notice of Borrowing shall fail fails to specify the duration of the initial Interest Period for any Committed Borrowing, such Borrowing comprised shall consist of Eurodollar Base Rate Committed Loans, such Interest Period shall be one month.regardless of the type of Loans requested by the Company; (b) Upon receipt of a the Notice of Borrowing, the Agent shall will promptly notify each Lender Bank thereof and of the amount of such Lender's share of such Borrowing determined on the basis of such LenderBank's Commitment Percentage. Each Lender shall make available to Percentage of the Agent the amount of its ratable share of such Borrowing in the manner and at the time set forth in Section 4.04(a)Committed Borrowing. (c) After giving effect to any Committed Borrowing, there shall not be more than seven different Interest Periods in effect. (d) Unless any applicable condition specified in Article 7 has not been satisfied or waived, the Agent Each Bank will make the amount of its Commitment Percentage of each Committed Borrowing available to the Agent for the account of the Company at the Agent's Payment Office by 1:00 p.m. (Chicago time) on the Borrowing date requested by the Company in funds received from immediately available to the Lenders promptly Agent. The proceeds of all such Committed 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 of America, or such other account as shall have been specified by the Company, BofA with the aggregate of the amounts made available to the Agent by the Lenders Banks and in like funds as received by the Agent. (d) Unless the Majority Banks shall otherwise agree, during the existence of a Default or Event of Default, the Company may not elect to have a Loan be made as, converted into or continued as an Offshore Rate Loan. (e) After giving effect to any Committed Borrowing, conversion or continuation, there shall not be more than ten different Interest Periods in effect in respect of all Committed Loans and all Bid Loans then outstanding.

Procedure for Committed Borrowings. (a) Each Committed Borrowing shall be made on notice, delivered by upon irrevocable written notice from the Company to the Administrative Agent, which notice must be received by the Administrative Agent not later than 12:00 noon (New York City time) at least (i) four 10:00 A.M. (Chicago time) two Business Days prior to the date of such proposed Borrowingrequested Borrowing Date, in the case of Eurodollar Loans, ; and (ii) one Business Day prior to 11:00 A.M. (Chicago time) on the date of such proposed Borrowingrequested Borrowing Date, in the case of Reference Base Rate Loans. Each such notice of a Committed Borrowing (a "Notice of Borrowing") shall be irrevocable and shall be delivered by facsimile, in substantially the form of Exhibit 2.02(a), specifying thereinspecify: (iA) the date amount of such the Committed Borrowing, which shall be in an aggregate amount not less than the Minimum Tranche; (B) the requested Borrowing Date, which shall be a Business Day; (iiC) the amount Type of such Loans comprising the Committed Borrowing which, ; and (D) in the case of a Borrowing of Eurodollar Loans, shall be in the amount of $20,000,000 or an integral multiple of $10,000,000 in excess thereof and, in the case of a Borrowing of Reference Rate Loans, shall be in the amount of $10,000,000 or an integral multiple of $5,000,000 in excess thereof and shall not, in any case, exceed the unused Aggregate Tranche A Commitments or Aggregate Tranche B Commitments, as applicable, set forth in Section 2.01(a) or (b), respectively, on the date such Borrowing is made (after giving effect to each payment and prepayment made on such date); (iii) whether such Borrowing is to be of Tranche A Loans or Tranche B Loans; (iv) whether such Borrowing is to be comprised of Eurodollar Loans or Reference Rate Loans; and (v) if such Borrowing is to be comprised of Eurodollar Loans, the duration of the initial Interest Period applicable to such Loans. If the Notice of Borrowing shall fail to specify the duration of the initial Interest Period for any Committed Borrowing comprised of Eurodollar Loans, such Interest Period shall be one monththerefor. (b) Upon receipt of a Notice of Committed Borrowing, the Administrative Agent shall will promptly notify each Lender thereof and of the amount of such Lender's share Pro Rata Share of such Borrowing determined on the basis of such Lender's Commitment Percentage. Committed Borrowing. (c) Each Lender shall will make available to the Agent the amount of its ratable share Pro Rata Share of such each Committed Borrowing in available to the manner and Administrative Agent for the account of the Company at the time set forth Payment Office in Section 4.04(a)immediately available funds by noon (Chicago time) on the Borrowing Date requested by the Company. The proceeds of all such Loans will promptly be made available to the Company by the Administrative Agent in like funds as received by the Administrative Agent. (cd) After giving effect to any Committed Borrowing, there shall may not be more than seven 12 different Interest Periods in effectfor all Committed Borrowings. (d) Unless any applicable condition specified in Article 7 has not been satisfied or waived, the Agent will make the funds received from the Lenders promptly available to the Company by crediting the account of the Company on the books of Bank of America, or such other account as shall have been specified by the Company, with the aggregate of the amounts made available to the Agent by the Lenders and in like funds as received by the Agent.

Procedure for Committed Borrowings. (a) Each Committed Borrowing (other than of a Swing Line Loan) shall be made on notice, upon the applicable Borrower's irrevocable written notice (or telephonic notice promptly confirmed in writing) delivered to the Administrative Agent in the form of a Notice of Committed Borrowing (which notice must be received by the Company Administrative Agent prior to the Agent not later than 12:00 noon (i) 10:00 a.m. (New York City time) at least (i) four ), three Business Days prior to the date of such proposed Borrowingrequested Borrowing Date, in the case of Eurodollar Offshore Currency Loans, and ; (ii) 10:00 a.m. (New York City time), three Business Days prior to the requested Borrowing Date, in the case of Offshore U.S. Dollar Loans; and (iii) 10:00 a.m. (New York City time), one Business Day prior to the date of such proposed Borrowingrequested Borrowing Date, in the case of Reference Rate ABR Loans. Each such notice of a Committed , and in each case not more than five Business Days prior to the requested Borrowing (a "Notice of Borrowing"Date) shall be irrevocable and shall be delivered by facsimile, in substantially the form of Exhibit 2.02(a), specifying thereinspecifying: (iA) the date amount of such the Committed Borrowing, which shall be in an aggregate amount not less than the Minimum Tranche; (B) the requested Borrowing Date, which shall be a Business Day; (iiC) the amount Type of such Borrowing which, Loans comprising the Committed Borrowing; (D) in the case of a Borrowing of Eurodollar Offshore Rate Committed Loans, shall be in the amount duration of $20,000,000 or an integral multiple of $10,000,000 in excess thereof the Interest Period therefor; and, (E) in the case of a Borrowing of Reference Rate Loans, shall be in the amount of $10,000,000 or an integral multiple of $5,000,000 in excess thereof and shall not, in any case, exceed the unused Aggregate Tranche A Commitments or Aggregate Tranche B Commitments, as applicable, set forth in Section 2.01(a) or (b), respectively, on the date such Borrowing is made (after giving effect to each payment and prepayment made on such date); (iii) whether such Borrowing is to be of Tranche A Loans or Tranche B Loans; (iv) whether such Borrowing is to be comprised of Eurodollar Loans or Reference Rate Loans; and (v) if such Borrowing is to be comprised of Eurodollar Offshore Currency Loans, the duration of the initial Interest Period applicable to such Loans. If the Notice of Borrowing shall fail to specify the duration of the initial Interest Period for any Committed Borrowing comprised of Eurodollar Loans, such Interest Period shall be one monthApplicable Currency. (b) The Dollar Equivalent amount of any Borrowing of Revolving Facility Loans in an Offshore Currency will be determined by the Administrative 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 Administrative Agent shall will promptly notify each Lender thereof and of the amount of such Lender's share Pro Rata Share of the Committed Borrowing. In the case of a Borrowing of Revolving Facility Loans comprised of Offshore Currency Loans, such notice will provide the approximate amount of each Lender's Pro Rata Share of the Borrowing, and the Administrative Agent will, upon the determination of the Dollar Equivalent amount of the Borrowing determined on as specified in the basis Notice of Committed Borrowing, promptly notify each Lender of the exact amount of such Lender's Commitment Percentage. Each Lender shall make available to Pro Rata Share of the Agent the amount of its ratable share of such Borrowing in the manner and at the time set forth in Section 4.04(a)Borrowing. (c) After giving effect to any Committed Borrowing, there shall not be more than seven different Interest Periods in effect. (d) Unless any applicable condition specified in Article 7 has not been satisfied or waived, the Agent Each Lender will make the funds received from the Lenders promptly amount of its Pro Rata Share of each Committed Borrowing available to the Company Administrative Agent for the account of the applicable Borrower at the Administrative Agent's Payment Office on the Borrowing Date requested by such Borrower in Same Day Funds and in the requested currency (i) in the case of a Committed Borrowing comprised of Loans in U.S. Dollars, by 11:00 a.m. (New York time) and (ii) in the case of a Borrowing comprised of Offshore Currency Loans, by such time as the Administrative Agent may specify. The proceeds of all such Committed Loans will promptly be made available to the applicable Borrower by the Administrative Agent at such office by crediting the account of the Company such Borrower on the books of Bank of America, or such other account as shall have been specified by the Company, Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent. (d) After giving effect to any Committed Borrowing, there may not be more than [ ] different Interest Periods in effect for all Tranche A-1 Term Loans, [ ] different Interest Periods in effect for all Tranche A-2 Term Loans, [ ] different Interest Periods in effect for all Tranche B Term Loans, [ ] different Interest Periods in effect for all Tranche C(CH) Term Loans, [ ] different Interest Periods in effect for all Tranche C(US) Term Loans, [ ] different Interest Periods in effect for all Tranche D Term Loans and [ ] different Interest Periods in effect for all Revolving Loans.

Procedure for Committed Borrowings. (a) Each Committed Borrowing shall be made on upon the Company's irrevocable written notice (or telephonic notice, promptly confirmed by a writing) delivered by the Company to the Agent not later than 12:00 noon in the form of a Notice of Borrowing (New York City time) at least which notice must be received by the Agent prior to (i) four 9:30 a.m. (Chicago time) two Business Days prior to the date requested Borrowing date, in the case of Offshore Rate Committed Loans and (ii) 10:30 a.m. (Chicago time) on the same Business Day of such proposed Borrowing, in the case of Eurodollar Base Rate Committed Loans, and (ii) one Business Day prior to the date of such proposed Borrowing, in the case of Reference Rate Loans. Each such notice of a Committed Borrowing (a "Notice of Borrowing") shall be irrevocable and shall be delivered by facsimile, in substantially the form of Exhibit 2.02(a), specifying thereinspecifying: (i1) the date amount of such 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; (2) the requested Borrowing Date, which shall be a Business Day; (ii) the amount of such Borrowing which, in the case of a Borrowing of Eurodollar Loans, shall be in the amount of $20,000,000 or an integral multiple of $10,000,000 in excess thereof and, in the case of a Borrowing of Reference Rate Loans, shall be in the amount of $10,000,000 or an integral multiple of $5,000,000 in excess thereof and shall not, in any case, exceed the unused Aggregate Tranche A Commitments or Aggregate Tranche B Commitments, as applicable, set forth in Section 2.01(a) or (b), respectively, on the date such Borrowing is made (after giving effect to each payment and prepayment made on such date); (iii3) whether such Borrowing is to be of Tranche A Loans or Tranche B Loans; (iv) whether such the Committed Borrowing is to be comprised of Eurodollar Offshore Rate Committed Loans or Reference Base Rate Committed Loans; and (v4) if such Borrowing is to be comprised of Eurodollar Loans, the duration of the initial Interest Period applicable to such LoansCommitted Loans included in such notice. If the Notice of Borrowing shall fail fails to specify the duration of the initial Interest Period for any Committed Borrowing, such Borrowing comprised shall consist of Eurodollar Base Rate Committed Loans, such Interest Period shall be one month.regardless of the type of Loans requested by the Company; (b) Upon receipt of a the Notice of Borrowing, the Agent shall will promptly notify each Lender Bank thereof and of the amount of such Lender's share of such Borrowing determined on the basis of such LenderBank's Commitment Percentage. Each Lender shall make available to Percentage of the Agent the amount of its ratable share of such Borrowing in the manner and at the time set forth in Section 4.04(a)Committed Borrowing. (c) After giving effect to any Committed Borrowing, there shall not be more than seven different Interest Periods in effect. (d) Unless any applicable condition specified in Article 7 has not been satisfied or waived, the Agent Each Bank will make the amount of its Commitment Percentage of each Committed Borrowing available to the Agent for the account of the Company at the Agent's Payment Office by 1:00 p.m. (Chicago time) on the Borrowing date requested by the Company in funds received from immediately available to the Lenders promptly Agent. The proceeds of all such Committed 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 of America, or such other account as shall have been specified by the Company, BofA with the aggregate of the amounts made available to the Agent by the Lenders Banks and in like funds as received by the Agent. (d) Unless the Majority Banks shall otherwise agree, during the existence of a Default or Event of Default, the Company may not elect to have a Loan be made as, converted into or continued as an Offshore Rate Loan. (e) After giving effect to any Committed Borrowing, conversion or continuation, there shall not be more than ten different Interest Periods in effect in respect of all Committed Loans and all Bid Loans then outstanding.

Procedure for Committed Borrowings. (a) Each Committed Borrowing shall be made on notice, upon the Borrower's irrevocable written notice (or by telephone promptly confirmed in writing) delivered to the Administrative Agent in the form of a Notice of Borrowing (which notice must be received by the Company Administrative Agent prior to the Agent not later than 12:00 noon 11:00 A.M. (New York City Charlotte, North Carolina time) at least (i) four three Business Days prior to the date of such proposed Borrowingrequested Borrowing Date, in the case of Eurodollar Rate Committed Loans, and (ii) one Business Day prior to on the date of such proposed Borrowingrequested Borrowing Date, in the case of Reference Base Rate Loans. Each such notice of a Committed Borrowing (a "Notice of Borrowing") shall be irrevocable and shall be delivered by facsimile, in substantially the form of Exhibit 2.02(a), specifying thereinspecifying: (iA) the date amount of such Committed Borrowing, which shall be in an aggregate minimum amount of $3,000,000 or any integral multiple of $1,000,000 in excess thereof; (B) the requested Borrowing Date, which shall be a Business Day; (iiC) the amount Type of Loans comprising such Borrowing which, in the case of a Borrowing of Eurodollar Loans, shall be in the amount of $20,000,000 or an integral multiple of $10,000,000 in excess thereof and, in the case of a Borrowing of Reference Rate Loans, shall be in the amount of $10,000,000 or an integral multiple of $5,000,000 in excess thereof and shall not, in any case, exceed the unused Aggregate Tranche A Commitments or Aggregate Tranche B Commitments, as applicable, set forth in Section 2.01(a) or (b), respectively, on the date such Borrowing is made (after giving effect to each payment and prepayment made on such date); (iii) whether such Borrowing is to be of Tranche A Loans or Tranche B Loans; (iv) whether such Borrowing is to be comprised of Eurodollar Loans or Reference Rate LoansCommitted Borrowing; and (vD) if such with respect to any Committed Borrowing is to be comprised of Eurodollar Rate Committed Loans, the duration of the initial Interest Period applicable to such LoansCommitted Loans included in such notice. If the Notice of Borrowing shall fail fails to specify the duration of the initial Interest Period for any Committed Borrowing comprised of Eurodollar Rate Committed Loans, such Interest Period shall be one monththree (3) months. (b) Upon receipt of a Notice of Borrowing, the The Administrative Agent shall will promptly notify each Lender thereof Bank of its receipt of any Notice of Borrowing and of the amount of such LenderBank's share Percentage of such Borrowing determined on the basis of such Lender's Commitment Percentagerelated Committed Borrowing. CHAR_1\F:\DOCS\KAM\BANKING\218148_8 29 (c) Each Lender shall Bank will make available to the Agent the amount of its ratable share Percentage of such each Committed Borrowing in available to the manner and Administrative Agent for the account of the Borrower at the time set forth Administrative Agent's Office by 2:00 P.M. (Charlotte, North Carolina time) on the Borrowing Date requested by the Borrower in Section 4.04(a)funds immediately available to the Administrative Agent. The proceeds of all such Committed Loans will then be made available to the Borrower by the Administrative Agent by wire transfer in accordance with written instructions provided to the Administrative Agent by the Borrower of like funds as received by the Administrative Agent. (cd) After giving effect to any Committed Borrowing, there shall may not be more than seven fifteen (15) different Interest Periods in effecteffect for all Committed Loans and Bid Loans then outstanding. (d) Unless any applicable condition specified in Article 7 has not been satisfied or waived, the Agent will make the funds received from the Lenders promptly available to the Company by crediting the account of the Company on the books of Bank of America, or such other account as shall have been specified by the Company, with the aggregate of the amounts made available to the Agent by the Lenders and in like funds as received by the Agent.

Procedure for Committed Borrowings. (a) Each Committed Borrowing shall be made on notice, delivered by the Company to the Agent not later than 12:00 noon (New York City time) at least (i) four Business Days prior to the date of such proposed Borrowing, in the case of Eurodollar Offshore Rate Loans, and (ii) one Business Day prior to on the date of such proposed Borrowing, in the case of Reference Rate Loans. Each such notice of a Committed Borrowing (a "Notice of Borrowing") shall be irrevocable and shall be delivered by facsimilefascimile, ------------------- in substantially the form of Exhibit 2.02(a), specifying therein:: --------------- (i) the date of such Borrowing, which shall be a Business Day; (ii) the amount of such Borrowing which, (A) in the case of a Borrowing of Eurodollar Offshore Rate Loans, shall be in the amount of $20,000,000 or an integral multiple of $10,000,000 in excess thereof andthereof, and (B), in the case of a Borrowing of Reference Rate Loans, shall be in the amount of $10,000,000 or an integral multiple of $5,000,000 in excess thereof and shall not, in any case, exceed the unused Aggregate Tranche A Commitments or Aggregate Tranche B Commitments, as applicable, set forth in Section 2.01(a) or (b), respectively, on the date such Borrowing is made (after giving effect to each payment and prepayment made on such date); (iii) whether such Borrowing is to be of Tranche A Loans or Tranche B Loans; (iv) whether such Borrowing is to be comprised of Eurodollar Offshore Rate Loans or Reference Rate Loans; and (viv) if such Borrowing is to be comprised of Eurodollar Offshore Rate Loans, the duration of the initial Interest Period or Interest Periods applicable to such Loans. If the Notice of Borrowing shall fail to specify the duration of the initial Interest Period for any Committed Borrowing comprised of Eurodollar Offshore Rate Loans, such Interest Period shall be one month. (b) Upon receipt of a Notice of Borrowing, the Agent shall promptly notify each Lender thereof and of the amount of such Lender's share of such Borrowing determined on the basis of such Lender's Commitment Percentage. Each Lender shall make available to the Agent the amount of its ratable share of such Borrowing in the manner and at the time set forth in Section 4.04(a3.04(a).. --------------- (c) After giving effect to any Committed Borrowing, there shall not be more than seven different Interest Periods in effect. (d) Unless any applicable condition specified in Article 7 6 has not been --------- satisfied or waived, the Agent will make the funds received from the Lenders promptly available to the Company by crediting the account of the Company on the books of Bank of America, or such other account as shall have been specified by the Company, with the aggregate of the amounts made available to the Agent by the Lenders and in like funds as received by the Agent. (d) After giving effect to any Committed Borrowing, there shall not be more than seven different Interest Periods in effect.

Procedure for Committed Borrowings. (a) Each Committed Borrowing shall be made on notice, delivered by upon irrevocable written notice from the Company to the Administrative Agent, which notice must be received by the Administrative Agent not later than 12:00 noon (New York City i) 10:00 A.M. (Chicago time) at least two Business Days prior to the requested Borrowing Date, in the case of US Dollar Eurocurrency Loans; (iii) 11:00 A.M. (Chicago time) four Business Days prior to the date of such proposed Borrowingrequested Borrowing Date, in the case of Eurodollar Loans, Eurocurrency Loans in an Available Currency; and (iiiii) one Business Day prior to 11:00 A.M. (Chicago time) on the date of such proposed Borrowingrequested Borrowing Date, in the case of Reference US Base Rate Loans. Each such notice of a Committed Borrowing (a "Notice of Borrowing") shall be irrevocable and shall be delivered by facsimile, in substantially the form of Exhibit 2.02(a), specifying thereinspecify: (iA) the date amount of such the Committed Borrowing, which shall be in an aggregate amount not less than the Minimum Tranche; (B) the requested Borrowing Date, which shall be a Business Day; (iiC) the amount Type of such Borrowing which, Loans comprising the Committed Borrowing; and (D) in the case of a Borrowing of Eurodollar Eurocurrency Loans, the Applicable Currency (which shall be in the amount of $20,000,000 US Dollars or an integral multiple of $10,000,000 in excess thereof and, in the case of a Borrowing of Reference Rate Loans, shall be in the amount of $10,000,000 or an integral multiple of $5,000,000 in excess thereof any Available Currency) and shall not, in any case, exceed the unused Aggregate Tranche A Commitments or Aggregate Tranche B Commitments, as applicable, set forth in Section 2.01(a) or (b), respectively, on the date such Borrowing is made (after giving effect to each payment and prepayment made on such date); (iii) whether such Borrowing is to be of Tranche A Loans or Tranche B Loans; (iv) whether such Borrowing is to be comprised of Eurodollar Loans or Reference Rate Loans; and (v) if such Borrowing is to be comprised of Eurodollar Loans, the duration of the initial Interest Period applicable to such Loans. If the Notice of Borrowing shall fail to specify the duration of the initial Interest Period for any Committed Borrowing comprised of Eurodollar Loans, such Interest Period shall be one monththerefor. (b) Upon receipt of a Notice of Committed Borrowing, the Administrative Agent shall will promptly notify each Committed Lender thereof and of the amount of such Committed Lender's share ’s Pro Rata Share of such Borrowing determined on the basis of such Lender's Commitment Percentage. Committed Borrowing. (c) Each Committed Lender shall will make available to the Agent the amount of its ratable share Pro Rata Share of such each Committed Borrowing available to the Administrative Agent for the account of the Company at the Administrative Agent’s Payment Office on the Borrowing Date requested by the Company in Same Day Funds and in the requested currency (i) in the case of a Committed Borrowing comprised of Committed Loans in US Dollars, by noon (Chicago time) and (ii) in the case of a Committed Borrowing in any Available Currency, by such time as the manner and at Administrative Agent may specify. The proceeds of all such Loans will promptly be made available to the time set forth Company by the Administrative Agent in Section 4.04(a)like funds as received by the Administrative Agent. (cd) After giving effect to any Committed Borrowing, there shall may not be more than seven 20 different Interest Periods in effectfor all Committed Borrowings. (d) Unless any applicable condition specified in Article 7 has not been satisfied or waived, the Agent will make the funds received from the Lenders promptly available to the Company by crediting the account of the Company on the books of Bank of America, or such other account as shall have been specified by the Company, with the aggregate of the amounts made available to the Agent by the Lenders and in like funds as received by the Agent.