Common use of Procedure for Revolving Credit Borrowings Clause in Contracts

Procedure for Revolving Credit Borrowings. (a) The Borrower may borrow under the Commitment for Revolving Credit Loans prior to the Maturity Date on any Business Day. The Borrower shall give the Agent irrevocable notice (which notice must be received by the Agent prior to 10:00 a.m., New Jersey time, three Business Days prior to the requested Borrowing Date, if all or any part of the requested Revolving Credit Loans are to be initially Eurodollar Loans and one Business Day prior to the requested Borrowing Date in the case of the initial Prime Rate Loan and otherwise by 12:00 noon on the date of the requested Prime Rate Loan), specifying (1) the amount to be borrowed, (2) the requested Borrowing Date, (3) whether the borrowing is to be of Eurodollar Loans or Prime Rate Loans or a combination thereof and (4) if the borrowing is to be entirely or partly of Eurodollar Loans, the amount of such Loans and the length of the initial Interest Period therefor. Each Revolving Credit Loan shall be in an amount equal to (x) in the case of Prime Rate Loans, $50,000 or a whole multiple thereof (or, if less, the then Available Commitment) and (y) in the case of Eurodollar Loans $500,000 or a whole multiple of $10,000 in excess thereof. The Agent shall promptly notify the Lenders of its receipt of any such irrevocable notice of borrowing from the Borrower. (b) On or before 12:00 noon New Jersey time on the Business Day specified in the Borrower's notice of borrowing, each Lender shall provide the Agent with funds at the Payment Office in an amount equal to such Lender's Percentage of the requested borrowing. The proceeds of each borrowing shall be made available by the Agent to the Borrower pursuant to Section 2.14(c). No Lender's obligation to make any Loan shall be affected by any other Lender's failure to make any Loan. Neither the Agent nor any Lender shall have any liability for the failure of any Lender (other than itself) to fund a Loan. (c) With respect to any Loan, unless the Agent shall have been notified in writing by any Lender prior to the date of making such Loan that such Lender does not intend to make available to the Agent such Lender's portion of the Loan to be made on such date, the Agent may (but shall not be obligated to) assume that such Lender has made such amount available to the Agent on that date and, in reliance on such assumption, the Agent may make available to the Borrower a corresponding amount. If such amount is not made available by such Lender to the Agent on the date of making such Loan, such Lender shall be obligated to pay such amount to the Agent and shall pay to the Agent on demand interest on such amount at the Federal Funds Rate for the number of days from and including the date of making such Loan to the date on which such Lender's portion of the Loan becomes immediately available to the Agent. The Agent shall also be entitled to recover such amount, with interest thereon at the rate per annum then applicable to the Loans comprising such borrowing, upon demand, from the Borrower. A statement of the Agent submitted to any Lender with respect to any amounts owing under this Section 2.3(c) shall be conclusive and binding in the absence of demonstrable error. Nothing in this Section 2.3(c) shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder.

Procedure for Revolving Credit Borrowings. (a) The Borrowing Agent on behalf of any Borrower may borrow under notify the Commitment for Administrative Agent prior to 1:00 p.m., New York time, on a Business Day of a Borrower's request to make, on that day, a Revolving Credit Loans prior Borrowing hereunder. Should any amount required to be paid as interest hereunder, or as fees or other charges under this Agreement or any other agreement with the Maturity Date on Administrative Agent, the Collateral Agent or Lenders, or any Business DayL/C Disbursement, or with respect to any other Obligation, become due, same shall be deemed a request for a Revolving Credit Borrowing as of the date such payment is due, in the amount required to pay in full such interest, fee, charge or Obligation under this Agreement or any other agreement with the Administrative Agent, the Collateral Agent or Lenders, and such request shall be irrevocable. The Administrative Agent is hereby irrevocably authorized, in its sole discretion, to make Revolving Loans from time to time, or to charge Borrowers' Account, to pay any interest, fees or other amounts (including any L/C Disbursement) for which payment is due under this Agreement, or at any time after the occurrence of an Event of Default to cash collateralize the L/C Exposure. (b) Notwithstanding the provisions of Section 2.03(a) above, in the event a Borrower desires to make a Eurodollar Borrowing, the Borrowing Agent shall give the Administrative Agent irrevocable notice at least three (3) Business Days' prior written notice, specifying (i) the date of the proposed Borrowing (which shall be a Business Day), (ii) the amount on the date of such Revolving Credit Borrowing, which amount shall be an integral multiple of $1,000,000, and (iii) the duration of the first Interest Period therefor. No Eurodollar Borrowing shall be made available to the Borrowers during the continuance of a Default or an Event of Default. (c) The Borrowing Agent shall elect the initial Interest Period applicable to a Eurodollar Borrowing by its notice must be received of borrowing given to the Administrative Agent pursuant to Section 2.03 (a) or by its notice of conversion given to the Administrative Agent prior pursuant to 10:00 a.m.Section 2.03(d), New Jersey time, as the case may be. The Borrowing Agent shall elect the duration of each succeeding Interest Period by giving irrevocable written notice to the Administrative Agent of such duration not less than three (3) Business Days prior to the requested Borrowing Date, if all or any part last day of the requested Revolving Credit Loans are then current Interest Period applicable to such Eurodollar Borrowing. If the Administrative Agent does not receive timely notice of the Interest Period elected by the Borrowing Agent, the applicable Borrower shall be initially Eurodollar Loans deemed to have elected to convert to an ABR Loan, subject to Section 2.03(d) hereinbelow. (d) Provided that no Default or Event of Default shall have occurred and one be continuing, the Borrowing Agent may, on the last Business Day prior of the then current Interest Period applicable to the requested Borrowing Date any outstanding Eurodollar Loan, or on any Business Day with respect to ABR Loans, convert any such Loan into a Loan of another type in the case same aggregate principal amount; PROVIDED that any conversion of a Eurodollar Loan shall be made only on the last Business Day of the initial Prime Rate then current Interest Period applicable to such Eurodollar Loan. If a Borrower desires to convert a Loan, the Borrowing Agent shall give the Administrative Agent not less than three (3) Business Days' prior written notice to convert from an ABR Loan and otherwise by 12:00 noon on to a Eurodollar Loan or one (1) Business Day's prior written notice to convert from a Eurodollar Loan to an ABR Loan, specifying the date of such conversion, the requested Prime Rate Loan), specifying (1) the amount Loans to be borrowed, (2) the requested Borrowing Date, (3) whether the borrowing is to be of Eurodollar Loans or Prime Rate Loans or a combination thereof converted and (4) if the borrowing conversion is from an ABR Loan to be entirely or partly of a Eurodollar LoansLoan, the amount of such Loans and the length duration of the initial first Interest Period therefor. Each Revolving Credit Loan shall be in an amount equal After giving effect to (x) in the case of Prime Rate Loanseach such conversion, $50,000 or a whole multiple thereof (or, if less, the then Available Commitment) and (y) in the case of Eurodollar Loans $500,000 or a whole multiple of $10,000 in excess thereof. The Agent shall promptly notify the Lenders of its receipt of any such irrevocable notice of borrowing from the Borrower. (b) On or before 12:00 noon New Jersey time on the Business Day specified in the Borrower's notice of borrowing, each Lender shall provide the Agent with funds at the Payment Office in an amount equal to such Lender's Percentage of the requested borrowing. The proceeds of each borrowing shall be made available by the Agent to the Borrower pursuant to Section 2.14(c). No Lender's obligation to make any Loan shall be affected by any other Lender's failure to make any Loan. Neither the Agent nor any Lender shall have any liability for the failure of any Lender (other than itself) to fund a Loan. (c) With respect to any Loan, unless the Agent shall have been notified in writing by any Lender prior to the date of making such Loan that such Lender does not intend to make available to the Agent such Lender's portion of the Loan to be made on such date, the Agent may (but there shall not be obligated tooutstanding more than five (5) assume that such Lender has made such amount available to the Agent on that date andEurodollar Borrowings, in reliance on such assumption, the Agent may make available to the Borrower a corresponding amount. If such amount is not made available by such Lender to the Agent on the date of making such Loan, such Lender shall be obligated to pay such amount to the Agent and shall pay to the Agent on demand interest on such amount at the Federal Funds Rate for the number of days from and including the date of making such Loan to the date on which such Lender's portion of the Loan becomes immediately available to the Agent. The Agent shall also be entitled to recover such amount, with interest thereon at the rate per annum then applicable to the Loans comprising such borrowing, upon demand, from the Borrower. A statement of the Agent submitted to any Lender with respect to any amounts owing under this Section 2.3(c) shall be conclusive and binding in the absence of demonstrable error. Nothing in this Section 2.3(c) shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunderaggregate.

Procedure for Revolving Credit Borrowings. (a) The Borrower may borrow under the Commitment for Revolving Credit Loans prior to during the Maturity Date Revolving Commitment Period on any Business Day. The Borrower shall give the Agent irrevocable notice (which notice must be received by the Agent prior to 10:00 a.m., New Jersey time, three Business Days prior to the requested Borrowing Date, if all or any part of the requested Revolving Credit Loans are to be initially Eurodollar Loans and one Business Day prior to the requested Borrowing Date in the case of the initial Prime Rate Loan and otherwise by 12:00 noon 10:00 a.m. on the date of the requested Prime Rate Loan), specifying (1) the amount to be borrowed, (2) the requested Borrowing Date, (3) whether the borrowing is to be of Eurodollar Loans or Prime Rate Loans or a combination thereof and (4) if the borrowing is to be entirely or partly of Eurodollar Loans, the amount of such Loans and the length of the initial Interest Period therefor. Each Revolving Credit Loan shall be in an amount equal to (x) in the case of Prime Rate Loans, $50,000 100,000 or a whole multiple thereof (or, if less, the then Available Commitment) and (y) in the case of Eurodollar Loans $500,000 or a whole multiple of $10,000 in excess thereof. The Agent shall promptly notify the Lenders of its receipt of any such irrevocable notice of borrowing from the Borrower. (b) On or before 12:00 noon p.m. New Jersey time on the Business Day specified in the Borrower's notice of borrowing, each Lender shall provide the Agent with funds at the Payment Office in an amount equal to such Lender's Percentage of the requested borrowing. The proceeds of each borrowing shall be made available by the Agent to the Borrower pursuant to Section 2.14(c). No Lender's obligation to make any Loan shall be affected by any other Lender's failure to make any Loan. Neither the Agent nor any Lender shall have any liability for the failure of any Lender (other than itself) to fund a Loan. (c) With respect to any Loan, unless the Agent shall have been notified in writing by any Lender prior to the date of making such Loan that such Lender does not intend to make available to the Agent such Lender's portion of the Loan to be made on such date, the Agent may (but shall not be obligated to) assume that such Lender has made such amount available to the Agent on that date and, in reliance on such assumption, the Agent may make available to the Borrower a corresponding amount. If such amount is not made available by such Lender to the Agent on the date of making such Loan, such Lender shall be obligated to pay such amount to the Agent and shall pay to the Agent on demand interest on such amount at the Federal Funds Rate for the number of days from and including the date of making such Loan to the date on which such Lender's portion of the Loan becomes immediately available to the Agent. The Agent shall also be entitled to recover such amount, with interest thereon at the rate per annum then applicable to the Loans comprising such borrowing, upon demand, from the Borrower. A statement of the Agent submitted to any Lender with respect to any amounts owing under this Section 2.3(c) shall be conclusive and binding in the absence of demonstrable error. Nothing in this Section 2.3(c) shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder.

Procedure for Revolving Credit Borrowings. (a) The Subject to the terms ----------------------------------------- and conditions of this Agreement, the Borrower may borrow under the Commitment for Revolving Credit Loans prior to Facility during the Maturity Date Revolving Credit Commitment Period on any Business Day. The ; provided that the Borrower shall give the Administrative Agent an -------- irrevocable notice (Notice of Borrowing, which notice must be received by the Administrative Agent prior to 10:00 a.m.11:00 A.M., New Jersey Dallas, Texas time, together (in the case of a Borrowing involving Loans of at least $10,000,000) with a Compliance Certificate for the Borrower and its Restricted Subsidiaries duly executed by the Borrower and based on the most recently ended four Fiscal Quarter period for which Financial Statements have been or should have been delivered pursuant to Section 6.1(e), and/or Section 7.1, as applicable, giving effect to the -------------- ----------- requested Borrowing, and any related transactions contemplated in connection with such Borrowing, (a) three Business Days prior to the requested Borrowing Date, if all or any part of the requested Revolving Credit Loans are to be initially Eurodollar Loans and Loans, or (b) one Business Day prior to the requested Borrowing Date (or in the case of the initial Prime Rate Loan and otherwise by 12:00 noon on the date of Borrowing, on) the requested Prime Rate Loan)Borrowing Date, otherwise, specifying (1i) the amount to be borrowed, (2ii) the requested Borrowing Date, (3iii) whether the borrowing Borrowing is to be of Eurodollar Loans or Prime Rate Loans, ABR Loans or a combination thereof and (4iv) if the borrowing Borrowing is to be entirely or partly of Eurodollar Loans, the amount respective amounts of such Loans each Tranche and the length respective lengths of the initial Interest Period Periods therefor. Each Borrowing under the Revolving Credit Loan Facility shall be in an amount equal to to (xa) in the case of Prime Rate ABR Loans, $50,000 1,000,000 or a whole multiple multiples of $500,000 in excess thereof (or, if lessthe Aggregate Available Revolving Credit Commitment is less than $500,000, the then Available Commitmentsuch lesser amount) and (yb) in the case of Eurodollar Loans Loans, each Tranche shall be $500,000 5,000,000 or a whole multiple of $10,000 1,000,000 in excess thereof. The Upon receipt of any such Notice of Borrowing, and Compliance Certificate, the Administrative Agent shall promptly notify each Revolving Credit Lender thereof. Each such Revolving Credit Lender will make the Lenders amount of its receipt of any such irrevocable notice of borrowing from the Borrower. (b) On or before 12:00 noon New Jersey time on the Business Day specified in the Borrower's notice of borrowing, each Lender shall provide the Agent with funds at the Payment Office in an amount equal to such Lender's Percentage of the requested borrowing. The proceeds pro rata share of each borrowing shall be made available by the Agent to the Borrower pursuant to Section 2.14(c). No Lender's obligation to make any requested Revolving Credit Loan shall be affected by any other Lender's failure to make any Loan. Neither the Agent nor any Lender shall have any liability for the failure of any Lender (other than itself) to fund a Loan. (c) With respect to any Loan, unless the Agent shall have been notified in writing by any Lender prior to the date of making such Loan that such Lender does not intend to make available to the Administrative Agent such Lender's portion for the account of the Loan Borrower at the Applicable Lending Office of the Administrative Agent prior to be made 11:00 A.M., Dallas, Texas time (or in the case of the initial Borrowing, 2:00 P.M., Dallas, Texas time), on such date, the Agent may (but shall not be obligated to) assume that such Lender has made such amount Borrowing Date requested by the Borrower in funds immediately available to the Agent on that date and, in reliance on such assumption, the Agent may make Administrative Agent. Such Borrowing will then be made available to the Borrower a corresponding amount. If such amount is not made available at the Applicable Lending Office of the Administrative Agent by such Lender to the Administrative Agent crediting the account of the Borrower (as directed by the Borrower) on the date books of making such Loan, such Lender shall be obligated to pay such amount to office with the Agent and shall pay to the Agent on demand interest on such amount at the Federal Funds Rate for the number of days from and including the date of making such Loan to the date on which such Lender's portion aggregate of the Loan becomes immediately amounts made available to the Administrative Agent by the Revolving Credit Lenders and in like funds as received by the Administrative Agent. The Agent shall also be entitled to recover such amount, with interest thereon at the rate per annum then applicable to the Loans comprising such borrowing, upon demand, from the Borrower. A statement of the Agent submitted to any Lender with respect to any amounts owing under this Section 2.3(c) shall be conclusive and binding in the absence of demonstrable error. Nothing in this Section 2.3(c) shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder.

Procedure for Revolving Credit Borrowings. (a) The Borrowing Agent on behalf of any Borrower may borrow under notify the Commitment for Administrative Agent prior to 1:00 p.m., New York time, on a Business Day of a Borrower's request to make, on that day, a Revolving Credit Loans prior Borrowing hereunder. Should any amount required to be paid as interest hereunder, or as fees or other charges under this Agreement or any other agreement with the Maturity Date on Administrative Agent, the Collateral Agent or Lenders, or any Business DayL/C Disbursement, or with respect to any other Obligation, become due, same shall be deemed a request for a Revolving Credit Borrowing as of the date such payment is due, in the amount required to pay in full such interest, fee, charge or Obligation under this Agreement or any other agreement with the Administrative Agent, the Collateral Agent or Lenders, and such request shall be irrevocable. The Administrative Agent is hereby irrevocably authorized, in its sole discretion, to make Revolving Loans from time to time, or to charge Borrowers' Account, to pay any interest, fees or other amounts (including any L/C Disbursement) for which payment is due under this Agreement, or at any time after the occurrence of an Event of Default to cash collateralize the L/C Exposure. (b) Notwithstanding the provisions of Section 2.03(a) above, in the event a Borrower desires to make a Eurodollar Borrowing, the Borrowing Agent shall give the Administrative Agent irrevocable notice at least three (3) Business Days' prior written notice, specifying (i) the date of the proposed Borrowing (which shall be a Business Day), (ii) the amount on the date of such Revolving Credit Borrowing, which amount shall be an integral multiple of $1,000,000, and (iii) the duration of the first Interest Period therefor. No Eurodollar Borrowing shall be made available to the Borrowers during the continuance of a Default or an Event of Default. (c) The Borrowing Agent shall elect the initial Interest Period applicable to a Eurodollar Borrowing by its notice must be received of borrowing given to the Administrative Agent pursuant to Section 2.03 (a) or by its notice of conversion given to the Administrative Agent prior pursuant to 10:00 a.m.Section 2.03(d), New Jersey time, as the case may be. The Borrowing Agent shall elect the duration of each succeeding Interest Period by giving irrevocable written notice to the Administrative Agent of such duration not less than three (3) Business Days prior to the requested Borrowing Date, if all or any part last day of the requested Revolving Credit Loans are then current Interest Period applicable to such Eurodollar Borrowing. If the Administrative Agent does not receive timely notice of the Interest Period elected by the Borrowing Agent, the applicable Borrower shall be initially Eurodollar Loans deemed to have elected to convert to an ABR Loan, subject to Section 2.03(d) hereinbelow. (d) Provided that no Default or Event of Default shall have occurred and one be continuing, the Borrowing Agent may, on the last Business Day prior of the then current Interest Period applicable to the requested Borrowing Date any outstanding Eurodollar Loan, or on any Business Day with respect to ABR Loans, convert any such Loan into a Loan of another type in the case same aggregate principal amount; provided that any conversion of a Eurodollar Loan shall be made only on the last Business Day of the initial Prime Rate then current Interest Period applicable to such Eurodollar Loan. If a Borrower desires to convert a Loan, the Borrowing Agent shall give the Administrative Agent not less than three (3) Business Days' prior written notice to convert from an ABR Loan and otherwise by 12:00 noon on to a Eurodollar Loan or one (1) Business Day's prior written notice to convert from a Eurodollar Loan to an ABR Loan, specifying the date of such conversion, the requested Prime Rate Loan), specifying (1) the amount Loans to be borrowed, (2) the requested Borrowing Date, (3) whether the borrowing is to be of Eurodollar Loans or Prime Rate Loans or a combination thereof converted and (4) if the borrowing conversion is from an ABR Loan to be entirely or partly of a Eurodollar LoansLoan, the amount of such Loans and the length duration of the initial first Interest Period therefor. Each Revolving Credit Loan shall be in an amount equal After giving effect to (x) in the case of Prime Rate Loanseach such conversion, $50,000 or a whole multiple thereof (or, if less, the then Available Commitment) and (y) in the case of Eurodollar Loans $500,000 or a whole multiple of $10,000 in excess thereof. The Agent shall promptly notify the Lenders of its receipt of any such irrevocable notice of borrowing from the Borrower. (b) On or before 12:00 noon New Jersey time on the Business Day specified in the Borrower's notice of borrowing, each Lender shall provide the Agent with funds at the Payment Office in an amount equal to such Lender's Percentage of the requested borrowing. The proceeds of each borrowing shall be made available by the Agent to the Borrower pursuant to Section 2.14(c). No Lender's obligation to make any Loan shall be affected by any other Lender's failure to make any Loan. Neither the Agent nor any Lender shall have any liability for the failure of any Lender (other than itself) to fund a Loan. (c) With respect to any Loan, unless the Agent shall have been notified in writing by any Lender prior to the date of making such Loan that such Lender does not intend to make available to the Agent such Lender's portion of the Loan to be made on such date, the Agent may (but there shall not be obligated tooutstanding more than five (5) assume that such Lender has made such amount available to the Agent on that date andEurodollar Borrowings, in reliance on such assumption, the Agent may make available to the Borrower a corresponding amount. If such amount is not made available by such Lender to the Agent on the date of making such Loan, such Lender shall be obligated to pay such amount to the Agent and shall pay to the Agent on demand interest on such amount at the Federal Funds Rate for the number of days from and including the date of making such Loan to the date on which such Lender's portion of the Loan becomes immediately available to the Agent. The Agent shall also be entitled to recover such amount, with interest thereon at the rate per annum then applicable to the Loans comprising such borrowing, upon demand, from the Borrower. A statement of the Agent submitted to any Lender with respect to any amounts owing under this Section 2.3(c) shall be conclusive and binding in the absence of demonstrable error. Nothing in this Section 2.3(c) shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunderaggregate.

Procedure for Revolving Credit Borrowings. (a) The Borrower Company may borrow ----------------------------------------- request a borrowing under the Commitment for Revolving Credit Loans prior to Commitments during the Maturity Date Revolving Credit Commitment Period on any Business Day. The Borrower shall give Day by giving irrevocable telephonic notice to the Agent irrevocable notice Agent, promptly confirmed in writing (which telephonic notice must be received by the Agent prior to 10:00 a.m.12:00 Noon, New Jersey York City time, (a) three Business Days prior to the requested Borrowing Date, if all or any part of the requested Revolving Credit Loans are to be initially Eurodollar Loans and one Business Day prior to Loans, or (b) on the requested Borrowing Date in the case of the initial Prime Rate Loan and otherwise by 12:00 noon on the date of the requested Prime Rate LoanDate, otherwise), specifying (1i) the aggregate principal amount to be borrowed, (2) the requested Borrowing Date, (3ii) whether the borrowing is to be of Eurodollar Loans or Prime Loans, Index Rate Loans or a combination thereof and thereof, (4iii) if the borrowing is to be entirely or partly of Eurodollar Loans, the amount of each such Loans Revolving Credit Loan and the length of the initial Interest Period therefor. Each , and (iv) the requested Borrowing Date; provided that the procedures for the initial borrowing -------- of Revolving Credit Loan Loans to be made on the Effective Date may be such other procedures as are mutually satisfactory to the Company, the Agent and the Lenders. Any written confirmation of a telephonic notice of borrowing of Revolving Credit Loans shall be given in the form of Exhibit H. Each borrowing under the Revolving Credit Commitments shall be in an amount equal to (x) in the case of Prime Index Rate Loans, $50,000 100,000 or a whole multiple thereof (or, if less, the then Available Commitmentavailable Revolving Credit Commitments are less than $100,000, such lesser amount) and (y) in the case of Eurodollar Loans Loans, $500,000 or a whole multiple of $10,000 100,000 in excess thereof; provided that any borrowing of Revolving Credit -------- Loans to be used solely to pay the aggregate amount of Swingline Loans then outstanding may be in the aggregate principal amount of such Swingline Loans. Upon receipt of any such notice from the Company, the Agent shall promptly notify each Revolving Credit Lender thereof. Each Revolving Credit Lender will make the amount of its pro rata share of each such borrowing available to the Agent for the account of the Company prior to 12:00 Noon, New York City time, on the Borrowing Date requested by the Company, at the Agent's depositary bank as designated by the Agent from time to time for deposit in the Agent's depositary account, in immediately available funds. The Agent shall promptly notify then make such borrowing available to the Lenders of its receipt of any such irrevocable notice of borrowing from Company by wiring to a financial institution designated by the Borrower. (b) On or before 12:00 noon New Jersey time on Company the Business Day specified in the Borrower's notice of borrowing, each Lender shall provide the Agent with funds at the Payment Office in an amount equal to such Lender's Percentage aggregate of the requested borrowing. The proceeds of each borrowing shall be amounts made available by the Agent to the Borrower pursuant to Section 2.14(c). No Lender's obligation to make any Loan shall be affected by any other Lender's failure to make any Loan. Neither the Agent nor any Lender shall have any liability for the failure of any Lender (other than itself) to fund a Loan. (c) With respect to any Loan, unless the Agent shall have been notified in writing by any Lender prior to the date of making such Loan that such Lender does not intend to make available to the Agent such Lender's portion of by the Loan to be made on such date, the Agent may (but shall not be obligated to) assume that such Lender has made such amount available to the Agent on that date and, Revolving Credit Lenders and in reliance on such assumption, the Agent may make available to the Borrower a corresponding amount. If such amount is not made available like funds as received by such Lender to the Agent on the date of making such Loan, such Lender shall be obligated to pay such amount to the Agent and shall pay to the Agent on demand interest on such amount at the Federal Funds Rate for the number of days from and including the date of making such Loan to the date on which such Lender's portion of the Loan becomes immediately available to the Agent. The Agent shall also be entitled to recover such amount, with interest thereon at the rate per annum then applicable to the Loans comprising such borrowing, upon demand, from the Borrower. A statement of the Agent submitted to any Lender with respect to any amounts owing under this Section 2.3(c) shall be conclusive and binding in the absence of demonstrable error. Nothing in this Section 2.3(c) shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder.

Procedure for Revolving Credit Borrowings. (a) The Borrower Company may borrow under pursuant to subsection 2.1 hereof on any Working Day if the Commitment for Revolving Credit borrowing (or any portion thereof) consists of Eurodollar Loans prior to the Maturity Date or on any Business Day. The Borrower shall give Day if the borrowing consists entirely of ABR Loans and/or CD Rate Loans by the Company giving the Administrative Agent irrevocable written notice (which or telephonic notice must be received by the Agent promptly confirmed in writing) prior to 10:00 a.m.11:45 A.M., New Jersey York City time, three Business Days prior to the requested Borrowing Dateon, if all or any part of the requested Revolving Credit Loans are to be initially Eurodollar Loans and one Business Day prior to the requested Borrowing Date in the case of ABR Loans, two Business Days prior to, in the initial Prime case of CD Rate Loan Loans, and otherwise by 12:00 noon on three Working Days prior to, in the date case of Eurodollar Loans, the requested Prime Rate Loan), proposed Borrowing Date specifying (1a) the amount to be borrowed, (2b) the requested Borrowing Date, (3c) whether the borrowing is to be of a Eurodollar Loans or Prime Loan, a CD Rate Loans Loan, an ABR Loan, or a combination thereof and (4d) if the borrowing is to be entirely or partly of a Eurodollar LoansLoan or a CD Rate Loan, the amount of such Loans and the length of the initial Interest Period thereforPeriod(s) thereof. Each Revolving Credit Loan borrowing shall be in an aggregate principal amount equal to of the lesser of (xi) in the case of Prime Rate Loans, $50,000 or a whole multiple thereof (or, if less, the then Available Commitment) and (y) in the case of Eurodollar Loans $500,000 10,000,000 or a whole multiple of $10,000 5,000,000 in excess thereofthereof and (ii) the then Credit Availability Amount. The Upon receipt of such notice from the Company, the Administrative Agent shall promptly notify the Lenders of its receipt of any such irrevocable notice of borrowing from the Borrower. (b) On or before 12:00 noon each Lender thereof. Not later than 1:00 P.M., New Jersey time York City time, on the Business Day Borrowing Date specified in the Borrower's notice of borrowingsuch notice, each Lender shall provide make available to the Administrative Agent with funds at the Payment Administrative Agent's Office in for the account of the Company an amount in immediately available funds equal to the amount of the Revolving Credit Loan to be made by such Lender's Percentage of the requested borrowing. The proceeds of each borrowing shall such Revolving Credit Loans will then be made available to the Company by the Administrative Agent to at the Borrower pursuant to Section 2.14(c). No LenderAdministrative Agent's obligation to make any Loan shall be affected Office by any other Lendercrediting the account of the Company on the books of the Administrative Agent's failure to make any Loan. Neither Office with the Agent nor any Lender shall have any liability for aggregate of the failure of any Lender (other than itself) to fund a Loan. (c) With respect to any Loan, unless the Agent shall have been notified in writing by any Lender prior to the date of making such Loan that such Lender does not intend to make amounts made available to the Administrative Agent such Lender's portion of by the Loan to be made on such date, Lenders and in like funds as received by the Agent may (but shall not be obligated to) assume that such Lender has made such amount available to the Agent on that date and, in reliance on such assumption, the Agent may make available to the Borrower a corresponding amount. If such amount is not made available by such Lender to the Agent on the date of making such Loan, such Lender shall be obligated to pay such amount to the Agent and shall pay to the Agent on demand interest on such amount at the Federal Funds Rate for the number of days from and including the date of making such Loan to the date on which such Lender's portion of the Loan becomes immediately available to the Administrative Agent. The Agent shall also be entitled to recover such amount, with interest thereon at the rate per annum then applicable to the Loans comprising such borrowing, upon demand, from the Borrower. A statement of the Agent submitted to any Lender with respect to any amounts owing under this Section 2.3(c) shall be conclusive and binding in the absence of demonstrable error. Nothing in this Section 2.3(c) shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder.

Procedure for Revolving Credit Borrowings. (a) The Borrower may borrow under the Commitments during the Commitment for Revolving Credit Loans prior to the Maturity Date Period on any Business Day. The ; provided that the Borrower shall give the Agent irrevocable notice (which notice must be received by the Agent prior to 10:00 a.m.A.M., New Jersey York City time, (a) three Business Days prior to the requested Borrowing Date, if all or any part of the requested Revolving Credit Loans are to be initially Eurodollar Loans and Loans, or (b) one Business Day prior to the requested Borrowing Date in the case of the initial Prime Rate Loan and otherwise by 12:00 noon on the date of the requested Prime Rate LoanDate, otherwise), specifying (1i) the amount to be borrowed, (2ii) the requested Borrowing Date, (3iii) whether the borrowing is to be of Eurodollar Loans or Prime Rate Loans Loans, ABR Loans, or a combination thereof and (4iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the amount respective amounts of each such Loans Type of Revolving Credit Loan and the length respective lengths of the initial Interest Period Periods therefor. Each Revolving Credit Loan borrowing under the Commitments shall be in an amount equal to (x) in the case of Prime Rate ABR Loans, $50,000 500,000 or a whole multiple thereof (or, if less, the then Available Commitment) and (y) in the case of Eurodollar Loans Loans, $500,000 1,000,000 or a whole multiple of $10,000 100,000 in excess thereof. The Upon receipt of any such notice from the Borrower, the Agent shall promptly notify each Lender thereof. Each Lender will make the Lenders amount of its receipt of any such irrevocable notice of borrowing from the Borrower. (b) On or before 12:00 noon New Jersey time on the Business Day specified in the Borrower's notice of borrowing, each Lender shall provide the Agent with funds at the Payment Office in an amount equal to such Lender's Percentage of the requested borrowing. The proceeds pro rata share of each borrowing shall be made available by the Agent to the Borrower pursuant to Section 2.14(c). No Lender's obligation to make any Loan shall be affected by any other Lender's failure to make any Loan. Neither the Agent nor any Lender shall have any liability for the failure of any Lender (other than itself) to fund a Loan. (c) With respect to any Loan, unless the Agent shall have been notified in writing by any Lender prior to the date of making such Loan that such Lender does not intend to make available to the Agent such Lender's portion for the account of the Loan to be made on such date, Borrower at the office of the Agent may (but shall not be obligated to) assume that such Lender has made such amount available specified in subsection 9.2 prior to I 1:00 A.M., New York City time, on the Agent on that date and, in reliance on such assumption, the Agent may make available to Borrowing Date requested by the Borrower a corresponding amount. If such amount is not made available by such Lender to the Agent on the date of making such Loan, such Lender shall be obligated to pay such amount to the Agent and shall pay to the Agent on demand interest on such amount at the Federal Funds Rate for the number of days from and including the date of making such Loan to the date on which such Lender's portion of the Loan becomes in funds immediately available to the Agent. The Agent shall also Such borrowing will then be entitled to recover such amount, with interest thereon at the rate per annum then applicable made available to the Loans comprising such borrowing, upon demand, from Borrower by the Borrower. A statement Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Agent submitted to any Lender with respect to any amounts owing under this Section 2.3(c) shall be conclusive by the Lenders and binding in like funds as received by the absence of demonstrable error. Nothing in this Section 2.3(c) shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunderAgent.

Procedure for Revolving Credit Borrowings. (a) The Subject to the terms and conditions hereof, the Borrower may borrow under the Commitment for Revolving Credit Loans prior to Facility during the Maturity Date Revolving Credit Commitment Period on any Business Day. The , provided, that the Borrower shall give the Administrative Agent an irrevocable notice Notice of Borrowing (which notice must be received by the Administrative Agent prior to 10:00 a.m.11:00 A.M., New Jersey Dallas, Texas time, together with a Pro Forma Compliance Certificate, giving effect to the requested borrowing, (a) three Business Days prior to the requested Borrowing Date, if all or any part of the requested Revolving Credit Loans are to be initially Eurodollar Loans and Loans, or (b) one Business Day prior to the requested Borrowing Date in the case of the initial Prime Rate Loan and otherwise by 12:00 noon on the date of the requested Prime Rate LoanDate, otherwise), specifying (1i) the amount to be borrowed, (2ii) the requested Borrowing Date, (3iii) whether the borrowing is to be of Eurodollar Loans or Prime Rate Loans, ABR Loans or a combination thereof and (4iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the amount respective amounts of such Loans each Tranche and the length respective lengths of the initial Interest Period Periods therefor. Each borrowing under the Revolving Credit Loan Facility shall be in an amount equal to (x) in the case of Prime Rate ABR Loans, $50,000 1,000,000 or a whole multiple of $500,000 in excess thereof (or, if less, the then Available CommitmentRevolving Credit Commitments are less than $500,000, such lesser amount) and (y) in the case of Eurodollar Loans Loans, each Tranche shall be $500,000 1,000,000 or a whole multiple of $10,000 500,000 in excess thereof. The Upon receipt of any such Notice of Borrowing and Compliance Certificate from the Borrower, the Administrative Agent shall promptly notify each Revolving Credit Lender thereof. Each such Lender will make the Lenders amount of its receipt of any such irrevocable notice of borrowing from the Borrower. (b) On or before 12:00 noon New Jersey time on the Business Day specified in the Borrower's notice of borrowing, each Lender shall provide the Agent with funds at the Payment Office in an amount equal to such Lender's Percentage of the requested borrowing. The proceeds pro rata share of each borrowing shall be made available by the Agent to the Borrower pursuant to Section 2.14(c). No Lender's obligation to make any Loan shall be affected by any other Lender's failure to make any Loan. Neither the Agent nor any Lender shall have any liability for the failure of any Lender (other than itself) to fund a Loan. (c) With respect to any Loan, unless the Agent shall have been notified in writing by any Lender prior to the date of making such Loan that such Lender does not intend to make available to the Administrative Agent such Lender's portion for the account of the Loan Borrower at the office of the Administrative Agent specified in Section 11.2 prior to be made ll:OO A.M., Dallas, Texas time, on such date, the Agent may (but shall not be obligated to) assume that such Lender has made such amount Borrowing Date requested by the Borrower in funds immediately available to the Agent on that date and, in reliance on such assumption, the Agent may make Administrative Agent. Such borrowing will then be made available to the Borrower a corresponding amount. If such amount is not made available at the office of the Administrative Agent by such Lender to the Administrative Agent crediting the account of the Borrower on the date books of making such Loan, such Lender shall be obligated to pay such amount to office with the Agent and shall pay to the Agent on demand interest on such amount at the Federal Funds Rate for the number of days from and including the date of making such Loan to the date on which such Lender's portion aggregate of the Loan becomes immediately amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent. The Agent shall also be entitled to recover such amount, with interest thereon at the rate per annum then applicable to the Loans comprising such borrowing, upon demand, from the Borrower. A statement of the Agent submitted to any Lender with respect to any amounts owing under this Section 2.3(c) shall be conclusive and binding in the absence of demonstrable error. Nothing in this Section 2.3(c) shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder.

Procedure for Revolving Credit Borrowings. (a) The Borrower may borrow under the Commitment for Revolving Credit Loans prior to the Maturity Date on any Business Day. The Borrower shall give the Agent irrevocable notice (which notice must be received by the Agent prior to 10:00 a.m., New Jersey time, three Business Days prior to the requested Borrowing Date, if all or any part of the requested Revolving Credit Loans are to be initially Eurodollar Loans and one Business Day prior to the requested Borrowing Date in the case of the initial Prime Rate Loan and otherwise by 12:00 noon on the date of the requested Prime Rate LoanLoans), specifying (1) the amount to be borrowed, (2) the requested Borrowing Date, (3) whether the borrowing is to be of Eurodollar Loans or Prime Rate Loans or a combination thereof and (4) if the borrowing is to be entirely or partly of Eurodollar Loans, the amount of such Loans and the length of the initial Interest Period therefor. Each Revolving Credit Loan shall be in an amount equal to (x) in the case of Prime Rate Loans, $50,000 or a whole multiple thereof (or, if less, the then Available Commitment) and (y) in the case of Eurodollar Loans $500,000 or a whole multiple of $10,000 in excess thereof. The Agent shall promptly notify the Lenders of its receipt of any such irrevocable notice of borrowing from the Borrower. (b) On or before 12:00 noon New Jersey time on the Business Day specified in the Borrower's notice of borrowing, each Lender shall provide the Agent with funds at the Payment Office in an amount equal to such Lender's Percentage of the requested borrowing. The proceeds of each borrowing shall be made available by the Agent to the Borrower pursuant to Section 2.14(c2.11(d). No Lender's obligation to make any Loan shall be affected by any other Lender's failure to make any Loan. Neither the Agent nor any Lender shall have any liability for the failure of any Lender (other than itself) to fund a Loan. (c) With respect to any Loan, unless the Agent shall have been notified in writing by any Lender prior to the date of making such Loan that such Lender does not intend to make available to the Agent such Lender's portion of the Loan to be made on such date, the Agent may (but shall not be obligated to) assume that such Lender has made such amount available to the Agent on that date and, in reliance on such assumption, the Agent may make available to the Borrower a corresponding amount. If such amount is not made available by such Lender to the Agent on the date of making such Loan, such Lender shall be obligated to pay such amount to the Agent and shall pay to the Agent on demand interest on such amount at the Federal Funds Rate for the number of days from and including the date of making such Loan to the date on which such Lender's portion of the Loan becomes immediately available to the Agent. The Agent shall also be entitled to recover such amount, with interest thereon at the rate per annum then applicable to the Loans comprising such borrowing, upon demand, from the Borrower. A statement of the Agent submitted to any Lender with respect to any amounts owing under this Section 2.3(c) shall be conclusive and binding in the absence of demonstrable error. Nothing in this Section 2.3(c) shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder.

Procedure for Revolving Credit Borrowings. (a) The Borrower may borrow under the Commitment for Revolving Credit Loans prior to the Maturity Date on any Business Day. The Borrower shall give the Agent irrevocable notice (which notice must be received by the Agent prior to 10:00 11:00 a.m., New Jersey time, three Business Days prior to the requested Borrowing Date, if all or any part of the requested Revolving Credit Loans are to be initially Eurodollar Loans and one Business Day (provided that the Borrower shall not maintain any Loans as Eurodollar Loans prior to the earlier of July 30, 2002 and the date a Purchasing Lender shall have entered into an Assignment and Acceptance with PNC with respect to not less than $20,000,000 in principal amount of the Loans and commitments of PNC hereunder) and on the requested Borrowing Date in the case of the initial Prime Base Rate Loan and otherwise by 12:00 noon on the date of the requested Prime Rate LoanLoans), specifying (1) the amount to be borrowed, (2) the requested Borrowing Date, (3) whether the borrowing is to be of Eurodollar Loans or Prime Base Rate Loans or a combination thereof and (4) if the borrowing is to be entirely or partly of Eurodollar Loans, the amount of such Loans and the length of the initial Interest Period therefor. Each Revolving Credit Loan shall be in an amount equal to (x) in the case of Prime Base Rate Loans, $50,000 250,000 or a whole multiple of $50,000 in excess thereof (or, if less, the then Available Commitment) and (y) in the case of Eurodollar Loans $500,000 or a whole multiple of $10,000 100,000 in excess thereof. The Agent shall promptly notify the Lenders of its receipt of any such irrevocable notice of borrowing from the Borrower. (b) On or before 12:00 noon 2:00 p.m., New Jersey time time, on the Business Day specified in the Borrower's notice of borrowing, each Lender shall provide the Agent with funds at the Payment Office in an amount equal to such Lender's Percentage of the requested borrowing. The proceeds of each borrowing shall be made available by the Agent to the Borrower pursuant to Section 2.14(c2.14(d). No Lender's obligation to make any Loan shall be affected by any other Lender's failure to make any Loan. Neither the Agent nor any Lender shall have any liability for the failure of any Lender (other than itself) to fund a Loan. (c) With respect to any Loan, unless the Agent shall have been notified in writing by any Lender prior to the date of making such Loan that such Lender does not intend to make available to the Agent such Lender's portion of the Loan to be made on such date, the Agent may (but shall not be obligated to) assume that such Lender has made such amount available to the Agent on that date and, in reliance on such assumption, the Agent may make available to the Borrower a corresponding amount. If such amount is not made available by such Lender to the Agent on the date of making such Loan, such Lender shall be obligated to pay such amount to the Agent and shall pay to the Agent on demand interest on such amount at the Federal Funds Rate for the number of days from and including the date of making such Loan to the date on which such Lender's portion of the Loan becomes immediately available to the Agent. The Agent shall also be entitled to recover such amount, with interest thereon at the rate per annum then applicable to the Loans comprising such borrowing, upon demand, from the Borrower. A statement of the Agent submitted to any Lender with respect to any amounts owing under this Section 2.3(c) shall be conclusive and binding in the absence of demonstrable error. Nothing in this Section 2.3(c) shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder.

Procedure for Revolving Credit Borrowings. (a) The Borrower Company may borrow under pursuant to subsection 2.1 hereof on any Working Day if the Commitment for Revolving Credit borrowing (or any portion thereof) consists of Eurodollar Loans prior to the Maturity Date or on any Business Day. The Borrower shall give Day if the borrowing consists entirely of ABR Loans and/or CD Rate Loans by the Company giving the Administrative Agent irrevocable written notice (which or telephonic notice must be received by the Agent promptly confirmed in writing) prior to 10:00 a.m.11:45 A.M., New Jersey York City time, three Business Days prior to the requested Borrowing Dateon, if all or any part of the requested Revolving Credit Loans are to be initially Eurodollar Loans and one Business Day prior to the requested Borrowing Date in the case of ABR Loans, two Business Days prior to, in the initial Prime case of CD Rate Loan Loans, and otherwise by 12:00 noon on three Working Days prior to, in the date case of Eurodollar Loans, the requested Prime Rate Loan), proposed Borrowing Date specifying (1a) the amount to be borrowed, (2b) the requested Borrowing Date, (3c) whether the borrowing is to be of a Eurodollar Loans or Prime Loan, a CD Rate Loans Loan, an ABR Loan, or a combination thereof and (4d) if the borrowing is to be entirely or partly of a Eurodollar LoansLoan or a CD Rate Loan, the amount of such Loans and the length of the initial Interest Period thereforPeriod(s) thereof. Each Revolving Credit Loan borrowing shall be in an aggregate principal amount equal to of the lesser of (xi) in the case of Prime Rate Loans, $50,000 or a whole multiple thereof (or, if less, the then Available Commitment) and (y) in the case of Eurodollar Loans $500,000 10,000,000 or a whole multiple of $10,000 5,000,000 in excess thereofthereof and (ii) the then Credit Availability Amount. The Upon receipt of such notice from the Company, the Administrative Agent shall promptly notify the Lenders of its receipt of any such irrevocable notice of borrowing from the Borrower. (b) On or before 12:00 noon each Lender thereof. Not later than 1:00 P.M., New Jersey time York City time, on the Business Day Borrowing Date specified in the Borrower's notice of borrowingsuch notice, each Lender shall provide the Agent with funds at the Payment Office in an amount equal to such Lender's Percentage of the requested borrowing. The proceeds of each borrowing shall be made available by the Agent to the Borrower pursuant to Section 2.14(c). No Lender's obligation to make any Loan shall be affected by any other Lender's failure to make any Loan. Neither the Agent nor any Lender shall have any liability for the failure of any Lender (other than itself) to fund a Loan. (c) With respect to any Loan, unless the Agent shall have been notified in writing by any Lender prior to the date of making such Loan that such Lender does not intend to make available to the Administrative Agent such Lenderat the Administrative Agent's portion Office for the account of the Loan to be made on such date, the Agent may (but shall not be obligated to) assume that such Lender has made such Company an amount in immediately available funds equal to the Agent on that date and, in reliance on such assumption, the Agent may make available to the Borrower a corresponding amount. If such amount is not made available by such Lender to the Agent on the date of making such Loan, such Lender shall be obligated to pay such amount to the Agent and shall pay to the Agent on demand interest on such amount at the Federal Funds Rate for the number of days from and including the date of making such Loan to the date on which such Lender's portion of the Revolving Credit Loan becomes immediately available to the Agent. The Agent shall also be entitled to recover such amount, with interest thereon at the rate per annum then applicable to the Loans comprising such borrowing, upon demand, from the Borrower. A statement of the Agent submitted to any Lender with respect to any amounts owing under this Section 2.3(c) shall be conclusive and binding in the absence of demonstrable error. Nothing in this Section 2.3(c) shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder.to

Procedure for Revolving Credit Borrowings. (a) The Borrower Company may borrow request a ----------------------------------------- borrowing under the Commitment for Revolving Credit Loans prior to Commitments during the Maturity Date Revolving Credit Commitment Period on any Business Day. The Borrower shall give Day by giving irrevocable telephonic notice to the Agent irrevocable notice Agent, promptly confirmed in writing (which telephonic notice must be received by the Agent prior to 10:00 a.m.11:00 A.M., New Jersey York City time, three Business Days prior to on the requested Borrowing Date, if all or any part of the requested Revolving Credit Loans are to be initially Eurodollar Loans and one Business Day prior to the requested Borrowing Date in the case of the initial Prime Rate Loan and otherwise by 12:00 noon on the date of the requested Prime Rate Loan), specifying (1i) the aggregate principal amount to be borrowed, borrowed and (2ii) the requested Borrowing Date, (3) whether ; provided that the procedures for the initial borrowing is -------- of Revolving Credit Loans to be of Eurodollar Loans or Prime Rate Loans or a combination thereof and (4) if made on the borrowing is Effective Date may be such other procedures as are mutually satisfactory to be entirely or partly of Eurodollar Loansthe Company, the amount of such Loans Agent and the length Lenders. Any written confirmation of a telephonic notice of borrowing of Revolving Credit Loans shall be given in the initial Interest Period thereforform of Exhibit H. Upon receipt of any such notice from the Company, the Agent shall promptly notify each Revolving Credit Lender thereof. Each Revolving Credit Loan shall be in an Lender will make the amount equal of its pro rata share of each such borrowing available to (x) the Agent for the account of the Company prior to 12:00 Noon, New York City time, on the Borrowing Date requested by the Company, at the Agent's depositary bank as designated by the Agent from time to time for deposit in the case of Prime Rate LoansAgent's depositary account, $50,000 or a whole multiple thereof (or, if less, the then Available Commitment) and (y) in the case of Eurodollar Loans $500,000 or a whole multiple of $10,000 in excess thereofimmediately available funds. The Agent shall promptly notify then make such borrowing available to the Lenders of its receipt of any such irrevocable notice of borrowing from Company by wiring to a financial institution designated by the Borrower. (b) On or before 12:00 noon New Jersey time on Company the Business Day specified in the Borrower's notice of borrowing, each Lender shall provide the Agent with funds at the Payment Office in an amount equal to such Lender's Percentage aggregate of the requested borrowing. The proceeds of each borrowing shall be amounts made available by the Agent to the Borrower pursuant to Section 2.14(c). No Lender's obligation to make any Loan shall be affected by any other Lender's failure to make any Loan. Neither the Agent nor any Lender shall have any liability for the failure of any Lender (other than itself) to fund a Loan. (c) With respect to any Loan, unless the Agent shall have been notified in writing by any Lender prior to the date of making such Loan that such Lender does not intend to make available to the Agent such Lender's portion of by the Loan to be made on such date, the Agent may (but shall not be obligated to) assume that such Lender has made such amount available to the Agent on that date and, Revolving Credit Lenders and in reliance on such assumption, the Agent may make available to the Borrower a corresponding amount. If such amount is not made available like funds as received by such Lender to the Agent on the date of making such Loan, such Lender shall be obligated to pay such amount to the Agent and shall pay to the Agent on demand interest on such amount at the Federal Funds Rate for the number of days from and including the date of making such Loan to the date on which such Lender's portion of the Loan becomes immediately available to the Agent. The Agent shall also be entitled to recover such amount, with interest thereon at the rate per annum then applicable to the Loans comprising such borrowing, upon demand, from the Borrower. A statement of the Agent submitted to any Lender with respect to any amounts owing under this Section 2.3(c) shall be conclusive and binding in the absence of demonstrable error. Nothing in this Section 2.3(c) shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder."