Common use of Term Loans and Revolving Loans Clause in Contracts

Term Loans and Revolving Loans. By delivering a Borrowing Request to the Administrative Agent on or before 12:00 noon, New York time, on a Business Day, the Borrower may from time to time irrevocably request, on not less than one Business Day's notice (in the case of Base Rate Loans) or three Business Days' notice (in the case of LIBO Rate Loans) nor more than five Business Days' notice (in the case of any Loans), that a Borrowing be made, in the case of LIBO Rate Loans, in a minimum amount of $1,000,000 and an integral multiple of $500,000, and in the case of Base Rate Loans, in a minimum amount of $500,000 and an integral multiple thereof, or, in either case, in the unused amount of the applicable Commitment. No Borrowing Request shall be required, and the minimum aggregate amounts specified under this Section 2.3.1 shall not apply, in the case of Revolving Loans made under clause (b) of Section 2.3.2 to refund Refunded Swing Line Loans or deemed made under Section 2.6.2 in respect of unreimbursed Disbursements. On the terms and subject to the conditions of this Agreement, each 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., New York time, on such Business Day each Lender shall deposit with the Administrative Agent same day funds in an amount equal to such Lender's Percentage of the requested Borrowing. 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 received from the Lenders, the Administrative Agent shall make such funds available to the Borrower by wire transfer to the accounts the Borrower shall have specified in its Borrowing Request. No Lender's obligation to make any Loan shall be affected by any other Lender's failure to make any Loan.

Term Loans and Revolving Loans. By delivering a Borrowing Request to the Administrative Agent on or before 12:00 p.m. (noon), New York Los Angeles time, on a Business Day, the Borrower may from time to time irrevocably request, on not less than one Business Day's notice (in the case of Base Rate Loans) or three Business Days' notice (in the case of LIBO Rate Loans) nor more than five Business Days' notice (in the case of any Loans), that a Borrowing be made, made in the case of LIBO Rate Loans, in a minimum an aggregate amount of $1,000,000 and an 500,000 or any larger integral multiple of $500,000100,000, and in the case of Base Rate Loans, in a minimum amount of $500,000 and an integral multiple thereof, or, in either case, or in the unused amount of the applicable Commitment. No Borrowing Request shall be required, and the minimum aggregate amounts specified under this Section 2.3.1 shall not apply, in the case of Revolving Loans made under clause (b) of Section 2.3.2 to refund Refunded Swing Line Loans or Revolving Loans deemed made under Section 2.6.2 in respect of unreimbursed Disbursements. On the terms and subject to the conditions of this Agreement, each 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.1:00 p.m., New York Los Angeles time, on such Business Day each Lender shall deposit with the Administrative Agent same day funds in an amount equal to such Lender's Percentage of the requested Borrowing. 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 received from the Lenders, the Administrative Agent shall make such funds available to the Borrower by wire transfer to the accounts the Borrower shall have specified in its Borrowing Request. No Lender's obligation to make any Loan shall be affected by any other Lender's failure to make any Loan.

Term Loans and Revolving Loans. By delivering a Borrowing Request to the Administrative Agent on or before 12:00 noon, New York City time, on a Business Day, the Borrower may from time to time irrevocably request, on not less than one Business Day's notice (in the case of Base Rate Loans) or three Business Days' notice (in the case of LIBO Rate Loans) nor more than five Business Days' notice (in the case of any Loans), that a Borrowing be made, in the case of LIBO Rate Loans, in a minimum an aggregate amount of $1,000,000 and an or any larger integral multiple of $500,000, and in the case of Base Rate Loans, in a minimum an aggregate amount of $500,000 and an or any larger integral multiple thereofof $100,000, or, in either case, in the unused amount of the applicable Commitment. No Borrowing Request shall be required, and the minimum aggregate amounts specified under this Section 2.3.1 shall not apply, in the case of Revolving Loans made under clause (b) of Section 2.3.2 to refund Refunded Swing Line Loans or deemed made under Section 2.6.2 in respect of unreimbursed Disbursements. On the terms and subject to the conditions of this Agreement, each 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., New York City time, on such Business Day each Lender shall deposit with the Administrative Agent same day funds in an amount equal to such Lender's Percentage of the requested Borrowing. 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 received from the Lenders, the Administrative Agent shall make such funds available to the Borrower by wire transfer to the accounts the Borrower shall have specified in its Borrowing Request. No Lender's obligation to make any Loan shall be affected by any other Lender's failure to make any Loan.

Term Loans and Revolving Loans. By delivering a Borrowing Request to the Administrative Agent on or before 12:00 noon, New York time, on a Business Day, the Borrower may from time to time irrevocably request, on not less than one Business Day's notice (in the case of Base Rate Loans) or and three Business Days' notice (in the case of LIBO Rate Loans) nor more than (in each case) five Business Days' notice (in the case of any Loans)’ notice, that a Borrowing be made, in the case of LIBO Rate Loans, in a minimum amount of $1,000,000 2,000,000, and an integral multiple of $500,000, and in the case of Base Rate Loans, in a minimum amount of $500,000 and an integral multiple thereof, thereof or, in either case, in the unused amount of the applicable Commitment. No ; provided that a Borrowing Request shall be required, and the minimum aggregate amounts specified under this Section 2.3.1 shall not apply, in the case of Revolving Loans made under clause (b) of Section 2.3.2 to refund Refunded Swing Line Loans or deemed made under Section 2.6.2 in respect of unreimbursed DisbursementsTerm E Loans, Term F Loans or Revolving A-2 Loans to be made as Base Rate Loans on the 2012 Self Tender Funding Date or the 2012 Affiliate Purchase Funding Date may be delivered to the Administrative Agent on or before 10:00 a.m., New York time, on the proposed date of such Borrowing. On the terms and subject to the conditions of this Agreement, each 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., New York time (or 12:00 noon, New York time, in the case of Term E Loans, Term F Loans or Revolving A-2 Loans the Borrowing Request for which was delivered pursuant to the proviso to the first sentence of this paragraph), on such Business Day each Lender shall deposit with the Administrative Agent same day funds in an amount equal to such Lender's ’s Percentage of the requested Borrowing. 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 received from the Lenders, the Administrative Agent shall make such funds available to the Borrower by wire transfer to the accounts the Borrower shall have specified in its Borrowing Request. No Lender's ’s obligation to make any Loan shall be affected by any other Lender's ’s failure to make any Loan.

Term Loans and Revolving Loans. By delivering a Borrowing Request to the Administrative Agent on or before 12:00 noonp.m., New York time, on a Business Day, the Borrower may from time to time irrevocably request, on not less than one Business Day's notice (in the case of Base Rate Loans) or three Business Days' notice (in the case of LIBO Rate Loans) nor more than five Business Days' notice (in the case of any Loans) (unless otherwise agreed to by the Agents and the relevant committing existing Lenders and Additional Lenders in the case of a proposed Borrowing of Additional Term F Loans), that a Borrowing be made, in the case of LIBO Rate Loans, in a minimum amount of $1,000,000 and an integral multiple of $500,000, and in the case of Base Rate Loans, made in a minimum amount of $500,000 and an integral multiple thereofof $100,000, or, in either case, or in the unused amount of the applicable Commitment. No Borrowing Request shall be required, and the minimum aggregate amounts specified under this Section 2.3.1 shall not apply, in the case of Revolving Loans made under clause (b) of Section 2.3.2 to refund Refunded Swing Line Loans or deemed made under Section 2.6.2 in respect of unreimbursed Disbursements. On the terms and subject to the conditions of this Agreement, each 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., a.m. (New York time, ) on such Business Day each Lender shall deposit with the Administrative Agent same day funds in an amount equal to such Lender's Percentage of the requested Borrowing. 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 received from the Lenders, the Administrative Agent shall make such funds available to the Borrower by wire transfer to the accounts the Borrower shall have specified in its Borrowing Request. No Lender's obligation to make any Loan shall be affected by any other Lender's failure to make any Loan.

Term Loans and Revolving Loans. By delivering a Borrowing Request to the Administrative Agent on or before 12:00 noon10:00 a.m., New York Chicago time, on a Business Day, the Borrower may from time to time irrevocably request, on not less than one Business Day's notice (in the case of Base Rate Loans) or three Business Days' notice (in the case of LIBO Rate Eurodollar Loans) nor more than five Business Days' notice (in the case of any Loans), that a Borrowing be made, made in the case of LIBO Rate Loans, in a minimum an aggregate amount of $1,000,000 and an 500,000 or any larger integral multiple of $500,000, and in the case of Base Rate Loans, in a minimum amount of $500,000 and an integral multiple thereof, or, in either case, 100,000 or in the unused amount of the applicable Commitment. No Borrowing Request shall be required, and the minimum aggregate amounts specified under this Section 2.3.1 shall not apply, in the case of Revolving Loans made under clause (b) of Section 2.3.2 to refund Refunded Swing Line Loans or deemed made under Section 2.6.2 in respect of unreimbursed Disbursements. On the terms and subject to the conditions of this Agreement, each 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.12:00 noon, New York Chicago time, on such Business Day each Lender shall deposit with the Administrative Agent same day funds in an amount equal to such Lender's Percentage of the requested Borrowing. 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 received from the Lenders, the Administrative Agent shall promptly and in any event prior to 1:00 p.m., Chicago time, make such funds available to the Borrower by wire transfer to the accounts the Borrower shall have specified in its Borrowing Request. No Lender's obligation to make any Loan shall be affected by any other Lender's failure to make any Loan.

Term Loans and Revolving Loans. By delivering a Borrowing Request to the Administrative Agent on or before 12:00 noon11:00 a.m., New York time, on a Business Day, the any Borrower may from time to time irrevocably request, on not less than one Business Day's notice (in the case of Base Rate Loans) or three Business Days' notice (in the case of LIBO Rate Loans) nor more than five (in each case) Business Days' notice (in the case of any Loans)notice, that a Borrowing be made, in the case of LIBO Rate Loans, in a minimum amount of $1,000,000 5,000,000 and an integral multiple of $500,0001,000,000, and in the case of Base Rate Loans, in a minimum amount of $500,000 1,000,000 and an integral multiple thereofof $500,000, or, in either case, in the unused amount of the applicable Commitment. No Borrowing Request shall be required, and the minimum aggregate amounts specified under this Section 2.3.1 shall not apply, in the case of Revolving Loans made under clause (b) of Section 2.3.2 to refund Refunded Swing Line Loans or deemed made under Section 2.6.2 in respect of unreimbursed Disbursements. On the terms and subject to the conditions of this Agreement, each 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.1:00 p.m., New York time, on such Business Day each Lender shall deposit with the Administrative Agent same day funds in an amount equal to such Lender's Percentage of the requested Borrowing. 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 received from the Lenders, the Administrative Agent shall make such funds immediately available to the Borrower requesting the Loan by wire transfer or otherwise to the accounts the such Borrower shall have specified in its Borrowing Request. No Lender's obligation to make any Loan shall be affected by any other Lender's failure to make any Loan. The Borrowing Request for the initial Credit Extension hereunder may be delivered prior to the Closing Date.

Term Loans and Revolving Loans. By delivering a Borrowing Request to the Administrative Agent on or before 12:00 noon, New York time, noon on a Business Day, the Borrower may from time to time irrevocably request, on not less than one Business Day's notice (in the case of Base Rate Loans) , or three Business Days' notice (in the case of LIBO Rate Loans) nor , and in either case not more than five ten Business Days' notice (in the case of any Loans)notice, that a Borrowing be made, in the case of either LIBO Rate Loans or Base Rate Loans, (a)(i) in a minimum amount of (x) in the case of US Term Loans, $1,000,000 and (y) in the case of Sterling Term Loans, (pound)1,000,000 and (ii) in an integral multiple of $500,000, and (x) in the case of Base Rate US Term Loans, in a minimum amount of $500,000 and an integral multiple thereof(y) in the case of Sterling Term Loans, or(pound)500,000, in either case, or (b) in the unused amount of the applicable Commitment. No Borrowing Request Each such irrevocable request shall be required, and made by telephone confirmed promptly by hand delivery or facsimile to the minimum aggregate amounts specified under this Section 2.3.1 shall not apply, in Administrative Agent of the case of Revolving Loans made under clause (b) of Section 2.3.2 to refund Refunded Swing Line Loans or deemed made under Section 2.6.2 in respect of unreimbursed Disbursementsapplicable Borrowing Request. On the terms and subject to the conditions of this Agreement, each 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., New York time, 1:00 p.m. on such Business Day each Lender that has a Commitment to make the Loans being requested shall deposit with the Administrative Agent same day funds in an amount equal to such Lender's Percentage of the requested Borrowing. Such deposit will be made to an account which the Administrative Agent shall specify from time to time by notice to the Lenders. To Unless the extent funds are Administrative Agent shall have received notice from the Lendersa Lender prior to such time that such Lender will not make such deposit, the Administrative Agent shall may assume that such Lender has made such deposit on such Business Day and may, in reliance upon such assumption, make such funds available to the Borrower by wire transfer a corresponding amount. In such event, if a Lender has not in fact made such deposit, then the applicable Lender and the Borrower each agrees to pay to the accounts Administrative Agent forthwith on demand (without duplication) such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of such Lender, the greater of (A) (1) the Federal Funds Effective Rate, and (2) the rate reasonably determined by the Administrative Agent to be the cost to it of funding such amount, and (B) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation or (ii) in the case of the Borrower, the Adjusted Base Rate. If such Lender pays such amount to the Administrative Agent, then such amount shall have specified constitute such Lender's Loan included in its Borrowing Requestsuch Borrowing. If the Borrower pays such amount to the Administrative Agent, then such amount shall constitute a reduction of such Borrowing. No Lender's obligation to make any Loan shall be affected by any other Lender's failure to make any Loan.

Term Loans and Revolving Loans. By delivering a Borrowing Request to the Administrative Agent on or before 12:00 noon, New York time, on a Business Day, the Borrower may from time to time irrevocably request, on not less than one Business Day's notice (in the case of Base Rate Loans) or three Business Days' notice (in the case of LIBO Rate Loans) nor more than five Business Days' notice (in the case of any Loans), that a Borrowing be made, made in the case of LIBO Rate Loans, in a minimum an aggregate amount of $1,000,000 and an 500,000 or any larger integral multiple of $500,000100,000, and in the case of Base Rate Loans, in a minimum amount of $500,000 and an integral multiple thereof, or, in either case, or in the unused amount of the applicable Commitment. No Borrowing Request shall be required, and the minimum aggregate amounts specified under this Section 2.3.1 shall not apply, in the case of Revolving Loans made under clause (b) of Section 2.3.2 to refund Refunded Swing Line Loans or deemed made under Section 2.6.2 in respect of unreimbursed Disbursements. On the terms and subject to the conditions of this Agreement, each 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., New York time, on such Business Day each Lender shall deposit with the Administrative Agent same day funds in an amount equal to such Lender's Percentage of the requested Borrowing. 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 received from the Lenders, the Administrative Agent shall make such funds available to the Borrower by wire transfer to the accounts the Borrower shall have specified in its Borrowing Request. No Lender's obligation to make any Loan shall be affected by any other Lender's failure to make any Loan.

Term Loans and Revolving Loans. By delivering a Borrowing Request The Borrower may, upon notice from the Borrower to the Administrative Agent on Agent, at any time or before 12:00 noon, New York time, on a Business Day, the Borrower may from time to time irrevocably request, on voluntarily prepay Term Loans and/or Revolving Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Administrative Agent not less later than 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) one Business Day's notice (in Day prior to the case date of prepayment of Base Rate Loans; (B) or three Business Days' notice (in the case any such prepayment of LIBO Eurodollar Rate Loans) nor more than five Business Days' notice (in the case of any Loans), that a Borrowing Loans shall be made, in the case of LIBO Rate Loans, in a minimum principal amount of $1,000,000 and an integral or a whole multiple of $500,000100,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); and in the case (C) any prepayment of Base Rate Loans, Loans shall be in a minimum principal amount of $500,000 and an integral or a whole multiple thereof, of $100,000 in excess thereof (or, in either caseif less, in the unused entire principal amount thereof then outstanding). Each such notice shall specify whether such prepayment is with respect to Term Loans and/or Revolving Loans, the date and amount of such prepayment and the applicable CommitmentType(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. No Borrowing Request shall be requiredThe Administrative Agent will promptly notify each Lender of its receipt of each such notice, and the minimum aggregate amounts specified under this Section 2.3.1 shall not apply, in the case of Revolving Loans made under clause (b) of Section 2.3.2 to refund Refunded Swing Line Loans or deemed made under Section 2.6.2 in respect of unreimbursed Disbursements. On the terms and subject to the conditions of this Agreement, each Borrowing shall be comprised of the type amount of Loanssuch Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and shall be made on the Business Day, payment amount specified in such Borrowing Requestnotice shall be due and payable on the date specified therein. On or before 11:00 a.m., New York time, on such Business Day each Lender shall deposit with the Administrative Agent same day funds in an amount equal to such Lender's Percentage Any prepayment of the requested Borrowing. 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 received from the Lenders, the Administrative Agent shall make such funds available to the Borrower by wire transfer to the accounts the Borrower shall have specified in its Borrowing Request. No Lender's obligation to make any a Eurodollar Rate Loan shall be affected accompanied by all accrued interest on the amount prepaid, together with any other Lender's failure additional amounts required pursuant to make any LoanSection 3.05. Subject to Section 2.15, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages.

Term Loans and Revolving Loans. By delivering Level Consolidated Total Net Leverage Ratio EurodollarSOFR Loans ABRLoans/Swingine Loans Commitment FeeRate II ≥ 2.50:1.00 but < 3.25:1.00 2.75% 1.75% 0.40% III ≥2.00:1.00 but < 2.50:1.00 2.50% 1.50% 0.35% IV ≥1.50:1.00 but < 2.00:1.00 2.25% 1.25% 0.30% V < 1.50:1.00 2.00% 1.00% 0.25% NY-2463280 Notwithstanding the foregoing, (a) if the financial statements required by Section 6.1 and the related Compliance Certificate required by Section 6.2(b) are not delivered by the respective date required thereunder after the end of any related fiscal quarter of the Borrower, the Applicable Margin shall be the rates corresponding to Level I in the foregoing tables until such financial statements and Compliance Certificate are delivered, and (b) no reduction to the Applicable Margin shall become effective at any time when an Event of Default has occurred and is continuing. If, as a Borrowing Request result of any restatement of or other adjustment to the financial statements of the Loan Parties or for any other reason, the Administrative Agent determines prior to the Discharge of Obligations that (x) the Consolidated Total Net Leverage Ratio as calculated by the Borrower as of any applicable date was inaccurate and (y) a proper calculation of the Consolidated Total Net Leverage Ratio would have resulted in different pricing for any period, then (i) if the proper calculation of the Consolidated Total Net Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall automatically and retroactively be obligated to pay to the Administrative Agent on or before 12:00 noonAgent, New York time, on a Business Day, for the Borrower may from time to time irrevocably request, on not less than one Business Day's notice (in the case of Base Rate Loans) or three Business Days' notice (in the case of LIBO Rate Loans) nor more than five Business Days' notice (in the case of any Loans), that a Borrowing be made, in the case of LIBO Rate Loans, in a minimum amount of $1,000,000 and an integral multiple of $500,000, and in the case of Base Rate Loans, in a minimum amount of $500,000 and an integral multiple thereof, or, in either case, in the unused amount benefit of the applicable Commitment. No Borrowing Request shall be requiredLenders, and the minimum aggregate amounts specified under this Section 2.3.1 shall not apply, in the case of Revolving Loans made under clause (b) of Section 2.3.2 to refund Refunded Swing Line Loans or deemed made under Section 2.6.2 in respect of unreimbursed Disbursements. On the terms and subject to the conditions of this Agreement, each Borrowing shall be comprised of the type of Loans, and shall be made promptly on the Business Day, specified in such Borrowing Request. On or before 11:00 a.m., New York time, on such Business Day each Lender shall deposit with demand by the Administrative Agent same day funds in Agent, an amount equal to such Lender's Percentage the excess of the requested Borrowing. Such deposit will be made to an account which amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period; and (ii) if the proper calculation of the Consolidated Total Net Leverage Ratio would have resulted in lower pricing for such period, neither the Administrative Agent nor any Lender shall specify from time have any obligation to time by notice repay any interest or fees to the Lenders. To the extent funds are received from the Lenders, the Administrative Agent shall make such funds available to the Borrower by wire transfer to the accounts the Borrower shall have specified in its Borrowing Request. No Lender's obligation to make any Loan shall be affected by any other Lender's failure to make any LoanBorrower.

Term Loans and Revolving Loans. By delivering a Borrowing Request to the Administrative Agent on or before 12:00 noonp.m., New York City time, on a Business Day, the Borrower may from time to time irrevocably request, on not less than one Business Day's ’s notice (in the case of Base Rate Loans) or three Business Days' ’ notice (in the case of LIBO Rate Loans) nor more than five Business Days' notice (in the case of any Loans), that a Borrowing be made, made in the case of LIBO Rate Loans, in a minimum an aggregate amount of $1,000,000 and an 500,000 or any larger integral multiple of $500,000100,000, and in the case of Base Rate Loans, in a minimum amount of $500,000 and an integral multiple thereof, or, in either case, or in the unused amount of the applicable Commitment. No Borrowing Request shall be required, and the minimum aggregate amounts specified under this Section 2.3.1 shall not apply, in the case of Revolving Loans made under clause (b) of Section 2.3.2 to refund Refunded Swing Line Loans or Revolving Loans deemed made under Section 2.6.2 in respect of unreimbursed Disbursements. On the terms and subject to the conditions of this Agreement, each 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., a.m. New York City time, on such Business Day each Lender shall deposit with the Administrative Agent same day funds in an amount equal to such Lender's ’s Percentage of the requested Borrowing. Such deposit will be made to an account which the Administrative Agent shall specify from time to time by notice to the Lenders. To Unless the extent funds are Administrative Agent shall have received written notice to the contrary prior to the Business Day specified in the Borrowing Request, the Administrative Agent may assume that each Lender will fund its respective Lender’s Percentage of Revolving Loans or Term Loans and may, in reliance upon such assumption, distribute to the Borrower the amount of each such Lender’s Revolving Loans or Term Loans. In such event, if any Lender does not in fact fund its Percentage of any such Revolving Loans or Term Loan Commitment, then the Borrower agrees to repay to the Administrative Agent forthwith on demand the amount so distributed by the Administrative Agent to the Borrower, with interest thereon as computed in accordance with this Agreement, for each day from and including the Lendersdate such amount is distributed to the Borrower to the date of payment to the Administrative Agent. Upon satisfaction or waiver of the conditions precedent specified in Section 5.2, the Administrative Agent shall make such funds available to the Borrower by wire transfer to the accounts the Borrower shall have specified in its Borrowing Request. No Lender's ’s obligation to make any Loan shall be affected by any other Lender's ’s failure to make any Loan. Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender, with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Base Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

Term Loans and Revolving Loans. By delivering a Borrowing Request to the Administrative Agent on or before 12:00 noon, New York time, on a Business Day, the Borrower may from time to time irrevocably request, on not less than one Business Day's notice (in the case of Base Rate Loans) or three Business Days' notice (in the case of LIBO Rate Loans) nor more than five Business Days' notice (in the case of any Loans), that a Borrowing be made, in the case of LIBO Rate Loans, in a minimum amount of $1,000,000 and an integral multiple of $500,000, and in the case of Base Rate Loans, in a minimum amount of $500,000 and an integral multiple thereof, or, in either case, in the unused amount of the applicable Commitment. No Borrowing Request shall be required, and the minimum aggregate amounts specified under this Section 2.3.1 shall not apply, in the case of Revolving Loans made under clause (b) of Section 2.3.2 to refund Refunded Swing Line Loans or deemed made under Section 2.6.2 in respect of unreimbursed Disbursements. On the terms and subject to the conditions of this Agreement, each 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., New York time, on such Business Day each Lender shall deposit with the Administrative Agent same day funds in an amount equal to such Lender's Percentage of the requested Borrowing. 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 received from the Lenders, the Administrative Agent shall make such funds available to the Borrower by wire transfer to the accounts the Borrower shall have specified in its Borrowing Request. No Lender's obligation to make any Loan shall be affected by any other Lender's failure to make any Loan.

Term Loans and Revolving Loans. By delivering a Borrowing Request to the Administrative Agent on or before 12:00 noon2:00 p.m., New York time, on a Business Day, the Borrower may from time to time irrevocably request, on not less no later than one Business Day's notice the requested date of any borrowing (in the case of Base Rate Loans) or upon three Business Days' notice (in the case of LIBO Rate Loans) nor but upon no more than five Business Days' notice (in the case of any Loans), that a Borrowing be made, made in the case of LIBO Rate Loans, in a minimum an aggregate amount of $1,000,000 and an or any larger integral multiple of $500,000, and in the case of Base Rate Loans, in a minimum amount of $500,000 and an integral multiple thereof, or, in either case, or in the unused amount of the applicable Commitment. No Borrowing Request shall be required, and the minimum aggregate amounts specified under this Section 2.3.1 shall not apply, in the case of Revolving Loans made under clause (b) of Section 2.3.2 to refund Refunded Swing Line Loans or deemed made under Section 2.6.2 in respect of unreimbursed Disbursements. On the terms and subject to the conditions of this Agreement, each 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.2:00 p.m., New York time, on such Business Day each Lender with a Commitment of greater than zero with respect to the applicable Tranche shall deposit with the Administrative Agent same day funds in an amount equal to such Lender's Percentage of the requested Borrowing. 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 received from the Lenders, the Administrative Agent shall make such funds available to the Borrower by wire transfer to the accounts the Borrower shall have specified in its Borrowing Request. No Lender's obligation to make any Loan shall be affected by any other Lender's failure to make any Loan. In respect of the Initial Term Loans made on the Effective Date, the Borrower shall choose LIBOR Rate Loans with an Interest Period ending on December 30, 2005, and shall be deemed to continue the Existing Term Loans which are deemed to become Initial Term Loans pursuant to Section 2.1.1 as LIBOR Rate Loans with an Interest Period ending on December 30, 2005.

Term Loans and Revolving Loans. By delivering a Borrowing Request to the Administrative Agent on or before 12:00 noonp.m., New York timetime (or, in the case of any Borrowing of Foreign Loans, such time as the applicable Foreign Borrower and the Administrative Agent shall agree), on a Business Day, the Borrower (or, in the case of a Borrowing of Foreign Loans, the applicable Foreign Borrower) may from time to time irrevocably request, on not less than one Business Day's notice (in the case of Base Rate Loans) or three Business Days' notice (in the case of LIBO Rate Loans) nor more than five Business Days' notice (in the case of any Loans) (or, in the case of any Borrowing of Foreign Loans, such notice as the applicable Foreign Borrower and the Administrative Agent shall agree), that a Borrowing be mademade in an aggregate amount of $500,000 or any larger integral multiple of $100,000 (or, in the case of LIBO Rate any Borrowing of Foreign Loans, in a minimum amount of $1,000,000 such aggregate amounts as the applicable Foreign Borrower and an integral multiple of $500,000the Administrative Agent shall agree), and in the case of Base Rate Loans, in a minimum amount of $500,000 and an integral multiple thereof, or, in either case, or in the unused amount of the applicable Commitment. No Borrowing Request shall be required, and the minimum aggregate amounts specified under this Section 2.3.1 shall not apply, in the case of Revolving Loans made under clause (b) of Section 2.3.2 to refund Refunded Swing Line Loans or Revolving Loans deemed made under Section 2.6.2 in respect of unreimbursed Disbursements. On the terms and subject to the conditions of this Agreement, each 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.1:00 p.m., New York timetime (or, in the case of any Borrowing of Foreign Loans, such time as the applicable Foreign Borrower and the Administrative Agent shall agree), on such Business Day each Lender with a Commitment of greater than zero with respect to the applicable Tranche shall deposit with the Administrative Agent same day funds in an amount equal to such Lender's Percentage of the requested Borrowing, except, in the case of Initial Term Loans, to the extent such Lender elects to convert Existing Term Loans into Initial Term Loans pursuant to clause (b) of Section 2.1.1. 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 received from the Lenders, the Administrative Agent shall make such funds available to the Borrower by wire transfer to the accounts the Borrower shall have specified in its Borrowing Request. No Lender's obligation to make any Loan shall be affected by any other Lender's failure to make any Loan.

Term Loans and Revolving Loans. By delivering a Borrowing Request to the Administrative Agent on or before 12:00 noon, New York time, on a Business Day, the Borrower Company may from time to time irrevocably request, on not less than one Business Day's notice (in the case of Base Rate Loans) or three Business Days' notice (in the case of LIBO Rate LIBOR Loans) nor more than five Business Days' notice (in the case of any Loans)notice, that a Borrowing be made, made in the case of LIBO Rate Loans, in a minimum an aggregate amount of $1,000,000 and an or any larger integral multiple of $500,000, and in the case of Base Rate Loans, in a minimum amount of $500,000 and an integral multiple thereof, or, in either case, or in the unused amount of the applicable Commitment. No Borrowing Request shall be required, and the minimum aggregate amounts specified under this Section SECTION 2.3.1 shall not apply, in the case of Revolving Loans made under clause CLAUSE (b) of Section SECTION 2.3.2 to refund Refunded Swing Line Loans or Revolving Loans deemed made under Section SECTION 2.6.2 in respect of unreimbursed Disbursements. On the terms and subject to the conditions of this Agreement, each Borrowing shall be comprised of the type of Loans, and of the Tranche, and shall be made on the Business Day, specified in such Borrowing Request. On or before 11:00 a.m., New York time, on such Business Day each Lender shall deposit with the Administrative Agent same day funds in an amount equal to such Lender's Percentage of the requested Borrowing. 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 received from the Lenders, the Administrative Agent shall make such funds available to the Borrower Company by wire transfer to the accounts the Borrower Company shall have specified in its Borrowing Request. No Lender's obligation to make any Loan shall be affected by any other Lender's failure to make any Loan.

Term Loans and Revolving Loans. By delivering a Borrowing Request to the Administrative Agent on or before 12:00 noon, New York time, noon on a Business Day, the Borrower may from time to time irrevocably request, on not less than one Business Day's ’s notice (in the case of Base Rate Loans) , or three Business Days' ’ notice (in the case of LIBO Rate Loans) nor , and in either case not more than five ten Business Days' notice (in the case of any Loans)’ notice, that a Borrowing be made, in the case of LIBO Rate Loans, in a minimum amount of $1,000,000 and an integral multiple of $500,000, and in the case of Base Rate Loans, in a minimum amount of $500,000 1,000,000 and an integral multiple thereof, of $500,000 or, in either case, in the unused amount of the applicable Commitment. No Borrowing Request Each such irrevocable request shall be required, and made by telephone confirmed promptly by hand delivery or facsimile to the minimum aggregate amounts specified under this Section 2.3.1 shall not apply, in Administrative Agent of the case of Revolving Loans made under clause (b) of Section 2.3.2 to refund Refunded Swing Line Loans or deemed made under Section 2.6.2 in respect of unreimbursed Disbursementsapplicable Borrowing Request. On the terms and subject to the conditions of this Agreement, each 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., New York time, 1:00 p.m. on such Business Day each Lender that has a Commitment to make the Loans being requested shall deposit with the Administrative Agent same day funds in an amount equal to such Lender's ’s Percentage of the requested Borrowing. Such deposit will be made to an account which the Administrative Agent shall specify from time to time by notice to the Lenders. To Unless the extent funds are Administrative Agent shall have received notice from the Lendersa Lender prior to such time that such Lender will not make such deposit, the Administrative Agent shall may assume that such Lender has made such deposit on such Business Day and may, in reliance upon such assumption, make such funds available to the Borrower by wire transfer a corresponding amount. In such event, if a Lender has not in fact made such deposit, then the applicable Lender and the Borrower each agrees to pay to the accounts Administrative Agent forthwith on demand (without duplication) such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of such Lender, the greater of (A) (1) the Federal Funds Effective Rate, and (2) the rate reasonably determined by the Administrative Agent to be the cost to it of funding such amount, and (B) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation or (ii) in the case of the Borrower, the Adjusted Base Rate. If such Lender pays such amount to the Administrative Agent, then such amount shall have specified constitute such Lender’s Loan included in its Borrowing Requestsuch Borrowing. If the Borrower pays such amount to the Administrative Agent, then such amount shall constitute a reduction of such Borrowing. No Lender's ’s obligation to make any Loan shall be affected by any other Lender's ’s failure to make any Loan.

Term Loans and Revolving Loans. By delivering a Borrowing Request to the Administrative Agent on or before 12:00 noonp.m., New York Boston, Massachusetts time, on a Business Day, the Borrower may from time to time irrevocably request, on not less than one Business Day's notice (in the case of Base Rate Loans) or three Business Days' notice (in the case of LIBO Rate Loans) nor more than five Business Days' notice (in the case of any Loans), that a Borrowing be made, made in the case of LIBO Rate Loans, in a minimum an aggregate amount of $1,000,000 and an 500,000 or any larger integral multiple of $500,000100,000, and in the case of Base Rate Loans, in a minimum amount of $500,000 and an integral multiple thereof, or, in either case, or in the unused amount of the applicable Commitment. No Borrowing Request shall be required, and the minimum aggregate amounts specified under this Section SECTION 2.3.1 shall not apply, in the case of Revolving Loans made under clause CLAUSE (b) of Section SECTION 2.3.2 to refund Refunded Swing Line Loans or Revolving Loans deemed made under Section SECTION 2.6.2 in respect of unreimbursed Disbursements. On the terms and subject to the conditions of this Agreement, each 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.a.m. Boston, New York Massachusetts time, on such Business Day each Lender shall deposit with the Administrative Agent same day funds in an amount equal to such Lender's Percentage of the requested Borrowing. 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 received from the Lenders, the Administrative Agent shall make such funds available to the Borrower by wire transfer to the accounts the Borrower shall have specified in its Borrowing Request. No Lender's obligation to make any Loan shall be affected by any other Lender's failure to make any Loan.