Common use of Making the Loans Clause in Contracts

Making the Loans. (a) Each Borrowing of the Loans and each continuation of the Loans shall be made upon the Borrower’s irrevocable notice to the Lender, which may be given by telephone. Each such notice must be received by the Lender not later than 2:00 p.m., New York City time, three Business Days prior to the requested date of such Borrowing of or continuation of the Loans. Each telephonic notice by the Borrower pursuant to this Section 2.02 must be confirmed promptly by delivery to the Lender of a written Loan/Continuation Notice in the form of Exhibit A, appropriately completed and signed by a Responsible Officer of the Borrower. Each Loan/Continuation Notice (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Borrowing of the Loans or a continuation of all or a portion the Loans, (ii) the requested date of such Borrowing or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of the Loans to be borrowed or continued and (iv) the duration of the Interest Period(s) with respect thereto. If the Borrower requests a Borrowing or continuation of the Loans in any such Loan/Continuation Notice, but fails to specify an Interest Period, the Borrower will be deemed to have specified an Interest Period of one month. If the Borrower fails to provide a notice requesting a continuation of any Eurodollar Loans within the time period required above, such Loans shall be continued with an Interest Period of one month.

Making the Loans. Subject to Section 3.07, all Loans shall accrue interest at a rate based upon LIBOR for the applicable Interest Period. The borrowing under this Section 2.01 (athe “Borrowing”) Each shall be in an amount equal to the Commitment, or such lesser amount as Borrower shall request in its Notice of Borrowing delivered pursuant to this Section 2.01 (b). Upon the occurrence of the Loans Closing Date and each continuation satisfaction of the Loans applicable conditions set forth in Article IV, the Borrower may borrow under the Commitment on the Closing Date (which shall be made upon a LIBOR Business Day), provided that the Borrower’s Borrower shall give the Lender irrevocable written notice to substantially in the Lender, form of Exhibit B hereto (which may be given by telephone. Each such notice must be received by the Lender not later than 2:00 p.m.prior to 10:00 A.M., New York City time, ) three (3) LIBOR Business Days prior to the requested date of such Borrowing of or continuation date, specifying (x) the amount of the Loans. Each telephonic notice by the Borrower pursuant to this Section 2.02 must be confirmed promptly by delivery to the Lender of a written Loan/Continuation Notice in the form of Exhibit A, appropriately completed and signed by a Responsible Officer of the Borrower. Each Loan/Continuation Notice (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Borrowing of the Loans or a continuation of all or a portion the Loansproposed Borrowing, (iiy) the requested date of the Borrowing and (z) the account of the Borrower or other Person to which such Borrowing or continuation, as the case may be (which proceeds shall be a Business Day)credited. In such event, (iii) the principal amount Lender will make available the proceeds of all such Loans to the Borrower by crediting the account of the Loans to be borrowed or continued and (iv) Borrower on the duration books of the Interest Period(s) with respect theretoLender, or as otherwise directed by the Borrower. If The Lender’s failure to receive any written notice of a particular Borrowing shall not relieve the Borrower requests of its obligations to repay the Borrowing made and to pay interest thereon. The Lender shall not incur any liability to the Borrower in acting upon any notice of Borrowing which the Lender believes in good faith to have been given by a Borrowing or continuation Person duly authorized in the to borrow on behalf of the Loans in any such Loan/Continuation Notice, but fails to specify an Interest Period, the Borrower will be deemed to have specified an Interest Period of one month. If the Borrower fails to provide a notice requesting a continuation of any Eurodollar Loans within the time period required above, such Loans shall be continued with an Interest Period of one monthBorrower.

Making the Loans. (a) Each Borrowing of the Loans and each continuation of the Loans The Borrower shall be made upon the Borrower’s irrevocable notice to the Lender, which may be given by telephone. Each such notice must be received by give the Lender prior telephone notice (immediately confirmed in writing, in substantially the form of Exhibit E hereto (a "Notice of Borrowing")), not later than 2:00 p.m., 9:00 a.m. (New York City time, three ) five Business Days prior to the requested date of such the proposed Loan. Such Notice of Borrowing of or continuation of the Loans. Each telephonic notice by the Borrower pursuant to this Section 2.02 must shall be confirmed promptly by delivery to the Lender of a written Loan/Continuation Notice in the form of Exhibit A, appropriately completed irrevocable and signed by a Responsible Officer of the Borrower. Each Loan/Continuation Notice (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Borrowing of the Loans or a continuation of all or a portion the Loans, (ii) the requested date of such Borrowing or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of the proposed Loan, (ii) in the case of Loans requested on the Effective Date, such Loan must be a Term Loan, unless the Borrower has requested Loans in excess of the Term Loan Commitment in which case the Borrower may request Term Loans in an amount equal to the Term Loan Commitments and the balance of the requested Loans may be borrowed or continued Revolving Loans, (iii) the use of the proceeds of such proposed Loan and (iv) the duration proposed borrowing date, which must be a Business Day, and, with respect to the Term Loan, must be the Effective Date. Any Notice of Borrowing for any Loan after the Effective Date, the proceeds of which will be used to finance a Permitted Acquisition, shall include copies of the Interest Period(s) with respect theretoagreements, instruments and other documents specified in Section 6.02(e)(v)(B). If The Lender may act without liability upon the basis of written, telecopied or telephonic notice believed by the Lender in good faith to be from the Borrower requests a Borrowing (or continuation from any Authorized Officer thereof designated in writing purportedly from the Borrower to the Lender). The Borrower hereby waives the right to dispute the Lender's record of the Loans terms of any such telephonic Notice of Borrowing. Each Notice of Borrowing shall be irrevocable and binding on the Borrower. Each Revolving Loan shall be made in a minimum amount of $500,000 and shall be in an integral multiple of $500,000. No more than one Revolving Loan shall be made in any week. The Lender will make the proceeds of such Loan/Continuation Notice, but fails Loan available to specify an Interest Period, the Borrower will on the day of the proposed Loan by causing an amount, in immediately available funds, to be deemed to have specified deposited in an Interest Period of one month. If account designated by the Borrower fails to provide the Lender at a notice requesting a continuation of any Eurodollar Loans within commercial bank reasonably satisfactory to the time period required above, such Loans shall be continued with an Interest Period of one monthLender.

Making the Loans. A Borrower shall give the Agent prior telephone notice (a) Each Borrowing of which notice, if requested by the Loans and each continuation of the Loans shall be made upon the Borrower’s irrevocable notice to the LenderAgent, which may be given by telephone. Each such notice must be received by promptly confirmed in writing in substantially the Lender form of Exhibit K hereto (a "Notice of Borrowing")) (i) not later than 2:00 p.m., 11:00 a.m. (New York City time) on the date of the proposed borrowing, in the case of a borrowing consisting of Base Rate Loans, or (ii) not later than 12:00 noon (New York City time) three Business Days prior to such proposed borrowing in the requested date case of such a borrowing consisting of Eurodollar Loans, provided that Eurodollar Loans will only be made on the first Business Day of a month. Such Notice of Borrowing of or continuation of the Loans. Each telephonic notice by shall be irrevocable and shall specify the Borrower pursuant to this Section 2.02 must be confirmed promptly by delivery to the Lender of a written Loan/Continuation Notice in the form of Exhibit A, appropriately completed and signed by a Responsible Officer of the Borrower. Each Loan/Continuation Notice (whether telephonic or written) shall specify (i) whether the Borrower that is requesting a Borrowing of the Loans or a continuation of all or a portion the Loanssuch Loan, (ii) the requested date of such Borrowing or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of the Loans proposed borrowing (which, in the case of a Eurodollar Loan, must be in a minimum amount of $3,000,000 and in multiples of $1,000,000 in excess thereof), whether such Loan is requested to be borrowed a Base Rate Loan or continued and (iv) a Eurodollar Loan and, in the duration case of a Eurodollar Loan, the Initial Interest Period for such Eurodollar Loan, the use of the Interest Period(sproceeds of such proposed Loan, and the proposed borrowing date, which must be a Business Day and, in the case of a Eurodollar Loan, the first Business Day of a month, and such Borrower shall be bound to make a borrowing in accordance therewith. At no time shall the Borrowers collectively have more than three (3) with respect theretoEurodollar Loans outstanding at any one time. If The Agent may act without liability upon the basis of written, telecopy or telephone notice believed by the Agent in good faith to be from a Borrower requests a Borrowing (or continuation from any officer thereof designated in writing to the Agent), and the Borrowers hereby waive the right to dispute the Agent's record of the Loans in terms of any such Loan/Continuation Notice, but fails to specify an Interest Period, the Borrower will be deemed to have specified an Interest Period telephonic Notice of one month. If the Borrower fails to provide a notice requesting a continuation of any Eurodollar Loans within the time period required above, such Loans shall be continued with an Interest Period of one monthBorrowing.

Making the Loans. Each borrowing under this Section 2.01 (aa “Borrowing”) Each Borrowing of the Loans and each continuation of the Loans shall be made upon in a minimum amount of $100,000 or an integral multiple of $100,000 above such amount. Subject to Section 3.08, each Borrowing shall be comprised entirely of Prime Rate Loans or LIBOR Loans, as the Borrower’s Borrower may request in accordance herewith. The Borrower may borrow under the Commitment on any Business Day (or for LIBOR Loans, any LIBOR Business Day), provided that the Borrower shall give the Lender irrevocable written notice to substantially in the Lender, form of Exhibit A hereto (which may be given by telephone. Each such notice must be received by the Lender not later than 2:00 prior to 3:00 p.m., New York City time) (1) in the case of Prime Rate Loans, on such requested Borrowing date, and (2) in the case of LIBOR Loans, three (3) LIBOR Business Days prior to the requested date of such Borrowing of or continuation date, in each case specifying (A) the amount of the Loans. Each telephonic notice by the Borrower pursuant to this Section 2.02 must be confirmed promptly by delivery to the Lender of a written Loan/Continuation Notice in the form of Exhibit A, appropriately completed and signed by a Responsible Officer of the Borrower. Each Loan/Continuation Notice (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Borrowing of the Loans or a continuation of all or a portion the Loansproposed Borrowing, (iiB) the requested date of the Borrowing, (C) whether such Borrowing is to be a Prime Rate Loan or continuationa LIBOR Loan (and if no election is indicated, as the case may be (which such Borrowing shall be a Business Day), (iiiPrime Rate Loan) the principal amount of the Loans to be borrowed or continued and (ivD) if such Borrowing is a LIBOR Loan, the duration length of the Interest Period(s) with respect theretoPeriod therefor. If Upon satisfaction or waiver of the applicable conditions set forth in Article IV, the Lender will make available the proceeds of all such Loans to the Borrower requests a Borrowing or continuation by crediting the account of the Loans in Borrower on the books of the Lender, or as otherwise directed by the Borrower. The Lender’s failure to receive any such Loan/Continuation Notice, but fails to specify an Interest Period, written notice of a particular Borrowing shall not relieve the Borrower will be deemed of its obligations to repay the Borrowing made and to pay interest thereon. The Lender shall not incur any liability to the Borrower in acting upon any notice of Borrowing which the Lender believes in good faith to have specified an Interest Period been given by a Person duly authorized to borrow on behalf of one month. If the Borrower fails to provide a notice requesting a continuation of any Eurodollar Loans within the time period required above, such Loans shall be continued with an Interest Period of one monthBorrower.

Making the Loans. (a) Each Borrowing of the Loans and each continuation of the Loans The Borrower shall be made upon the Borrower’s irrevocable notice to the Lender, which may be given by telephone. Each such notice must be received by give the Lender prior telephonic notice (immediately confirmed in writing by e-mail, in substantially the form of Exhibit A hereto (a “Notice of Borrowing”)), not later than 2:00 p.m., New York City 12:00 noon (Maryland time, ) on the date which is three (3) Business Days prior to the requested date of the proposed Loan (or such Borrowing of or continuation shorter period as the Lender is willing to accommodate from time to time, but in no event later than 12:00 noon (Maryland time) on the borrowing date of the Loansproposed Loan). Each telephonic notice by the Borrower pursuant to this Section 2.02 must Such Notice of Borrowing shall be confirmed promptly by delivery to the Lender of a written Loan/Continuation Notice in the form of Exhibit A, appropriately completed irrevocable and signed by a Responsible Officer of the Borrower. Each Loan/Continuation Notice (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Borrowing aggregate principal amount of the Loans or a continuation proposed Loan and line-item amounts for each of all or a portion the Loansproposed uses of the proposed Loan, (ii) the requested date use(s) of such Borrowing or continuationthe proposed Loan, as the case may be in reasonable detail (which shall use(s) must be Permitted Uses) and (iii) the proposed borrowing date, which must be a Business Day. The Lender may act without liability upon the basis of written, electronic, telecopied, or telephonic notice believed by the Lender in good faith to be from the Borrower (or from any Responsible Officer thereof designated in writing purportedly from the Borrower to the Lender), (iii) . The Borrower hereby waives the principal amount right to dispute the Lender’s record of the Loans terms of any such telephonic Notice of Borrowing. The Lender shall be entitled to be borrowed or continued and (iv) the duration rely conclusively on any Responsible Officer’s authority to request a Loan on behalf of the Interest Period(s) with respect theretoBorrower until the Lender receives written notice to the contrary. If The Lender shall have no duty to verify the Borrower requests a Borrowing or continuation authenticity of the Loans in signature appearing on any such Loan/Continuation Notice, but fails to specify an Interest Period, the Borrower will be deemed to have specified an Interest Period written Notice of one month. If the Borrower fails to provide a notice requesting a continuation of any Eurodollar Loans within the time period required above, such Loans shall be continued with an Interest Period of one monthBorrowing.

Making the Loans. (a) Each Borrowing of the Loans and each continuation of the Loans The Administrative Borrower shall be made upon the Borrower’s irrevocable give notice to the Lender, Administrative Agent which may be given by telephone. Each such notice must be received by (x) telephone or (y) in writing, in substantially the Lender not later than 2:00 p.m.form of Exhibit C hereto (a "Notice of Borrowing")) (provided, New York City timethat, three Business Days prior to the requested date of such Borrowing of or continuation of the Loans. Each any telephonic notice by the Borrower pursuant to this Section 2.02 must be confirmed promptly by delivery to the Lender Administrative Agent of a written Loan/Continuation Notice in of Borrowing), not later than (A) 1:00 p.m. (New York City time) on the form of Exhibit A, appropriately completed and signed by a Responsible Officer date which is 3 Business Days prior to the date of the Borrowerproposed Loan, if made as a LIBOR Rate Loan (or such shorter period as the Administrative Agent is willing to accommodate from time to time, but in no event later than 1:00 p.m. (New York City time) on the borrowing date of the proposed Loan) or (B) 1:00 p.m. on the date of the proposed Loan, if made as a Reference Rate Loan. Each Loan/Continuation Any such Notice (whether telephonic or written) of Borrowing shall be irrevocable and shall specify (i) whether the applicable Borrower is requesting a Borrowing and principal amount of the Loans or a continuation of all or a portion the Loansproposed Loan, (ii) the requested date of such Borrowing or continuation, as in the case may be (which shall of Loans requested on the Effective Date, whether such Loan is requested to be a Business Day)Revolving Loan or the Term Loan, (iii) whether the principal amount of the Loans Loan is requested to be borrowed a Reference Rate Loan or continued a LIBOR Rate Loan and, in the case of a LIBOR Rate Loan, the initial Interest Period with respect thereto, and (iv) the duration of the Interest Period(sproposed borrowing date, which must be a Business Day, and (1) with respect thereto. If to the Borrower requests a Borrowing or continuation portion of the Loans Term Loan funded pursuant to the Total Original Term Loan Commitment must be the Effective Date, (2) with respect to the portion of the Term Loan funded pursuant to the Total Term A Loan Commitment must be the First Amendment Effective Date, (3) with respect to the portion of the Term Loan funded pursuant to the Total Term A-1 Loan Commitment must be the Third Amendment Effective Date and, (4) with respect to the portion of the Term Loan funded pursuant to the Total Term A-2 Loan Commitment must be the Fourth Amendment Effective Date and (5) with respect to the portion of the Term Loan funded pursuant to the Total Term C Loan Commitment must be the Ninth Amendment Effective Date. The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to the Administrative Agent). Each Borrower hereby waives the right to dispute the Administrative Agent's record of the terms of any such Loan/Continuation Notice, but fails to specify an Interest Period, the Borrower will be deemed to have specified an Interest Period telephonic Notice of one monthBorrowing. If the Borrower fails to provide a notice requesting a continuation of any Eurodollar Loans within the time period required above, such Loans The Administrative Agent and each Lender shall be continued with an Interest Period entitled to rely conclusively on any Authorized Officer's authority to request a Loan on behalf of one monththe Borrowers until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.

Making the Loans. A Borrower shall give the Administrative ---------------- Agent prior telephone notice (a) Each Borrowing of which notice, if requested by the Loans and each continuation of the Loans shall be made upon the Borrower’s irrevocable notice to the LenderAdministrative Agent, which may be given by telephone. Each such notice must be received by promptly confirmed in writing in substantially the Lender form of Exhibit I hereto (a "Notice of Borrowing")) (i) not later than 2:00 p.m., 11:00 a.m. (New York City time) on the date of the proposed borrowing, in the case of a borrowing consisting of Base Rate Loans, or (ii) not later than 12:00 noon (New York City time) three Business Days prior to such proposed borrowing in the requested date case of such Borrowing a borrowing consisting of or continuation of the Eurodollar Loans. Each telephonic notice by Such Notice of Borrowing shall be irrevocable and shall specify the Borrower pursuant to this Section 2.02 must be confirmed promptly by delivery to the Lender of a written Loan/Continuation Notice in the form of Exhibit A, appropriately completed and signed by a Responsible Officer of the Borrower. Each Loan/Continuation Notice (whether telephonic or written) shall specify (i) whether the Borrower that is requesting a Borrowing of the Loans such Loan, whether such Loan is requested to be an A Revolving Credit Loan or a continuation of all or a portion the LoansB Revolving Credit Loan, (ii) the requested date of such Borrowing or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of the Loans proposed borrowing (which, in the case of a Eurodollar Loan, must be in a minimum amount of $5,000,000 and in multiples of $1,000,000 in excess thereof), whether such Loan is requested to be borrowed a Base Rate Loan or continued and (iv) a Eurodollar Loan and, in the duration case of a Eurodollar Loan, the Initial Interest Period for such Eurodollar Loan, if requested by the Administrative Agent, the use of the Interest Period(s) with respect theretoproceeds of such proposed Loan, and the proposed borrowing date, which must be a Business Day, and such Borrower shall be bound to make a borrowing in accordance therewith. If The Company shall not be entitled to borrow A Revolving Credit Loans more than two times each calendar year. The Administrative Agent may act without liability upon the basis of written, telecopy or telephone notice believed by the Administrative Agent in good faith to be from a Borrower requests a Borrowing (or continuation from any officer thereof designated in writing to the Administrative Agent), and each Borrower hereby waives the right to dispute the Administrative Agent's record of the Loans in terms of any such Loan/Continuation Notice, but fails to specify an Interest Period, the Borrower will be deemed to have specified an Interest Period telephonic Notice of one month. If the Borrower fails to provide a notice requesting a continuation of any Eurodollar Loans within the time period required above, such Loans shall be continued with an Interest Period of one monthBorrowing.

Making the Loans. The Administrative Borrower, on behalf of itself and the other Borrower, shall give the Agent prior telephone notice (a) Each Borrowing of which notice, if requested by the Loans and each continuation of the Loans shall be made upon the Borrower’s irrevocable notice to the LenderAgent, which may be given by telephone. Each such notice must be received by promptly confirmed in writing in substantially the Lender form of Exhibit I hereto (a "Notice of Borrowing")) (i) not later than 2:00 p.m., 12:00 noon (New York City time) on the date of the proposed borrowing, in the case of a borrowing consisting of Base Rate Loans, or (ii) not later than 12:00 noon (New York City time) three Business Days prior to such proposed borrowing in the requested date of such Borrowing of or continuation of the Loans. Each telephonic notice by the Borrower pursuant to this Section 2.02 must be confirmed promptly by delivery to the Lender case of a written Loan/Continuation borrowing consisting of Eurodollar Loans, provided that Eurodollar Loans will only be made on the first Business Day of a month. Such Notice in the form of Exhibit A, appropriately completed Borrowing shall be irrevocable and signed by a Responsible Officer of the Borrower. Each Loan/Continuation Notice (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Borrowing of the Loans or a continuation of all or a portion the Loans, (ii) the requested date of such Borrowing or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of the Loans proposed borrowing (which, in the case of a Eurodollar Loan, must be in a minimum amount of $5,000,000 and in multiples of $1,000,000 in excess thereof), whether such Loan is requested to be borrowed a Base Rate Loan or continued and (iv) a Eurodollar Loan and, in the duration case of a Eurodollar Loan, the Initial Interest Period for such Eurodollar Loan, the use of the Interest Period(s) with respect thereto. If proceeds of such proposed Loan, and the Borrower requests proposed borrowing date, which must be a Borrowing or continuation Business Day and, in the case of the Loans in any such a Eurodollar Loan/Continuation Notice, but fails to specify an Interest Period, the Borrower will first Business Day of a month, and the Borrowers shall be deemed bound to have specified an Interest Period of one monthmake a borrowing in accordance therewith. If Notwithstanding anything to the Borrower fails contrary contained herein, prior to provide a notice requesting a continuation of any Eurodollar Loans within the time period required aboveSyndication Date, such all Loans shall be continued with an Interest Period incurred and maintained as Base Rate Loans. The Agent may act without liability upon the basis of one monthwritten, telecopy or telephone notice believed by the Agent in good faith to be from the Administrative Borrower (or from any officer thereof designated in writing to the Agent), and the Borrowers hereby waive the right to dispute the Agent's record of the terms of any such telephonic Notice of Borrowing.

Making the Loans. (ai) Each Borrowing The Administrative Borrower shall give the Administrative Agent prior telephonic notice (immediately confirmed in writing, in substantially the form of the Loans and each continuation Exhibit D hereto (a "Notice of the Loans shall be made upon the Borrower’s irrevocable notice to the LenderBorrowing")), which may be given by telephone. Each such notice must be received by the Lender not later than 2:00 p.m., 12:00 noon (New York City time, three ) on the date which is five (5) Business Days prior to the requested date of the proposed Loan (or such shorter period as the Administrative Agent is willing to accommodate from time to time, provided, that such Notice of Borrowing shall be received by the Administrative Agent, (x) in the case of or continuation a borrowing consisting of a Reference Rate Loan, not later than 12:00 noon (New York City time) on the borrowing date of the proposed Reference Rate Loan, and (y) in the case of a borrowing consisting of LIBOR Rate Loans. Each telephonic notice by the Borrower pursuant to this Section 2.02 must be confirmed promptly by delivery , not later than 12:00 noon (New York City time) on a date that is three (3) Business Days prior to the Lender proposed borrowing). Such Notice of a written Loan/Continuation Notice in the form of Exhibit A, appropriately completed Borrowing shall be irrevocable and signed by a Responsible Officer of the Borrower. Each Loan/Continuation Notice (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Borrowing of the Loans or a continuation of all or a portion the Loans, (ii) the requested date of such Borrowing or continuation, as the case may be (which shall be a Business Day), (iiiA) the principal amount of the Loans proposed Loan (which, in the case of a LIBOR Rate Loan, must be in a minimum amount of $1,000,000 and in integral multiples of $500,000 in excess thereof), (B) in the case of a Revolving Loan, whether such Loan is requested to be borrowed a Reference Rate Loan or continued and (iv) a LIBOR Rate Loan and, in the duration case of a LIBOR Rate Loan, the initial Interest Period(s) Period with respect thereto. If , (C) in the Borrower requests case of Loans requested on the Effective Date, whether such Loan is requested to be a Borrowing Revolving Loan, the Term Loan A, the Term Loan B or continuation the Term Loan C, (D) the use of the Loans proceeds of such proposed Loan (which, in the case of the Term Loan C, must be used to repay, in part, the Subordinated Notes and to pay the Term Loan C Fee), and (E) the proposed borrowing date, which must be a Business Day, and, with respect to the Term Loan A, the Term Loan B and the Term Loan C must be the Effective Date. The Administrative Agent and the Senior Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Administrative Agent in good faith to be from Allied Systems (or from any Authorized Officer thereof designated in writing purportedly from the Allied Systems to the Administrative Agent). Allied Systems hereby waives the right to dispute the Administrative Agent's record of the terms of any such Loan/Continuation Notice, but fails to specify an Interest Period, the Borrower will be deemed to have specified an Interest Period telephonic Notice of one monthBorrowing. If the Borrower fails to provide a notice requesting a continuation of any Eurodollar Loans within the time period required above, such Loans The Administrative Agent and each Senior Lender shall be continued with an Interest Period entitled to rely conclusively on any Authorized Officer's authority to request a Senior Loan on behalf of one monthAllied Systems until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Senior Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.

Making the Loans. (a) Each Borrowing The Administrative Borrower ---------------- shall give the Administrative Agent prior telephonic notice (immediately confirmed in writing, in substantially the form of the Loans and each continuation Exhibit B (a "Notice of the Loans shall be made upon the Borrower’s irrevocable notice to the Lender--------- --------- Borrowing")), which may be given by telephone. Each such notice must be received by the Lender not later than 2:00 p.m., 12:00 noon (New York City time, ) on the date --------- which is three (3) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of such Borrowing of or continuation the proposed Loan with respect to Term Loan B and on shorter notice as the Administrative Agent is willing to accommodate from time to time with respect to any Revolving Loans, but in no event later than 1:00 p.m. (New York City time) on the borrowing date of the Loansproposed Revolving Loan, it being understood that so long as CUSA acts as the Administrative Agent, if the amount of any proposed Revolving Loan does not exceed the lesser of (i) amount available on the Revolving Loan at such time and (ii) $20,000,000, CUSA, acting as the Administrative Agent, may make such proposed Loan on the Business Day of the borrowing request. Notwithstanding the foregoing, the Administrative Borrower shall give the Administrative Agent (x) five (5) Business Days notice prior to the date of any proposed Term Loan A advance and (y) three (3) Business Days notice prior to the date of any proposed Revolving Loan which is a Eurodollar Rate Loan. Each telephonic notice by the Borrower pursuant to this Section 2.02 must such Notice of Borrowing shall be confirmed promptly by delivery to the Lender of a written Loan/Continuation Notice in the form of Exhibit A, appropriately completed irrevocable and signed by a Responsible Officer of the Borrower. Each Loan/Continuation Notice (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Borrowing of the Loans or a continuation of all or a portion the Loans, (ii) the requested date of such Borrowing or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of the proposed Loan, which, in the case of the Term Loan B, shall fully utilize the Total Term Loan B Commitment on the Facility Effective Date, (ii) the use of the proceeds of such proposed Loan, (iii) the proposed borrowing date, which must be a Business Day, and with respect to the Revolving Loans to and the Term A Loan advances, must be borrowed on or continued after the Facility Effective Date, and in the case of the Term Loan B, must be the Facility Effective Date, (iv) whether the duration Loan is a Revolving Loan, Term Loan A or Term Loan B or a combination thereof, (v) whether any portion of the Interest Period(s) with respect thereto. If the Borrower requests a Borrowing or continuation proposed borrowing of the Loans in any such Loan/Continuation Notice, but fails to specify an Interest Period, the Borrower Revolving Loan will be deemed to have specified an Reference Rate Loans or Eurodollar Rate Loans and (vi) the initial Interest Period of one month. If the Borrower fails to provide a notice requesting a continuation or Periods for any portion of any Revolving Loans which are Eurodollar Loans within the time period required above, such Rate Loans. Revolving Loans shall be continued with made as Reference Rate Loans unless, subject to Section 2.10, the Notice of Borrowing specifies that all or a portion ------------ thereof shall be Eurodollar Rate Loans. Each borrowing of Eurodollar Rate Loans shall be in an aggregate amount of $15 million or an integral multiples of $1 million in excess thereof; provided, however, that the -------- ------- aggregate amount of the Eurodollar Rate Loans for each Interest Period must be in an amount of one month$15 million or an integral multiple of $1 million in excess thereof. The Administrative Agent and the Lenders may act without liability upon the basis of written, telecopied or telephonic notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to the Administrative Agent). Each Borrower hereby waives the right to dispute the Administrative Agent's record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's authority to request a Loan on behalf of the Borrowers until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.

Making the Loans. The Administrative Borrower, on behalf of itself or any other Borrower, shall give the Agent prior written or telephone notice (a) Each Borrowing of which notice, if requested by the Loans and each continuation of the Loans shall be made upon the Borrower’s irrevocable notice to the LenderAgent, which may be given by telephone. Each such notice must be received by promptly confirmed in writing in substantially the Lender form of Exhibit I hereto (a "Notice of Borrowing")) (i) not later than 2:00 p.m., 12:00 noon (New York City time) on the date of the proposed borrowing, in the case of a borrowing consisting of Prime Rate Loans, or (ii) not later than 12:00 noon (New York City time) three Business Days prior to such proposed borrowing in the requested date of such Borrowing of or continuation of the Loans. Each telephonic notice by the Borrower pursuant to this Section 2.02 must be confirmed promptly by delivery to the Lender case of a written Loan/Continuation borrowing consisting of Eurodollar Loans, provided that Eurodollar Loans will only be made on the first Business Day of a month. Such Notice in the form of Exhibit A, appropriately completed Borrowing shall be irrevocable and signed by a Responsible Officer of the Borrower. Each Loan/Continuation Notice (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Borrowing of the Loans or a continuation of all or a portion the Loans, (ii) the requested date of such Borrowing or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of the Loans proposed borrowing (which, in the case of a Eurodollar Loan, must be in a minimum amount of $1,500,000 and in multiples of $500,000 in excess thereof), whether such Loan is requested to be borrowed a Prime Rate Loan or continued a Eurodollar Loan and, in the case of a Eurodollar Loan, the initial Interest Period for such Eurodollar Loan and the proposed borrowing date, which must be a Business Day and, in the case of a Eurodollar Loan, the first Business Day of a month, and, if the Agent agrees in its sole and absolute discretion to make such Loan to a Borrower, such Borrower shall be bound to make a borrowing in accordance therewith. The Agent may act without liability upon the basis of written, telecopy or telephone notice believed by the Agent in good faith to be from the Administrative Borrower (iv) or from any officer thereof designated in writing to the duration Agent), and the Borrowers hereby waive the right to dispute the Agent's record of the Interest Period(s) with respect thereto. If the Borrower requests a Borrowing or continuation terms of the Loans in any such Loan/Continuation Notice, but fails to specify an Interest Period, the Borrower will be deemed to have specified an Interest Period telephonic Notice of one month. If the Borrower fails to provide a notice requesting a continuation of any Eurodollar Loans within the time period required above, such Loans shall be continued with an Interest Period of one monthBorrowing."

Making the Loans. A Borrower shall give the Administrative Agent prior telephone notice (a) Each Borrowing of which notice, if requested by the Loans and each continuation of the Loans shall be made upon the Borrower’s irrevocable notice to the LenderAdministrative Agent, which may be given by telephone. Each such notice must be received by promptly confirmed in writing in substantially the Lender form of Exhibit J hereto (a "Notice of Borrowing")) (i) not later than 2:00 p.m., 11:00 a.m. (New York City time) on the date of the proposed borrowing, in the case of a borrowing consisting of Base Rate Loans, or (ii) not later than 12:00 noon (New York City time) three Business Days prior to such proposed borrowing in the requested date case of such a borrowing consisting of Eurodollar Loans, provided that Eurodollar Loans will only be made on the first Business Day of a month. Such Notice of Borrowing of or continuation of the Loans. Each telephonic notice by shall be irrevocable and shall specify the Borrower pursuant to this Section 2.02 must be confirmed promptly by delivery to the Lender of a written Loan/Continuation Notice in the form of Exhibit A, appropriately completed and signed by a Responsible Officer of the Borrower. Each Loan/Continuation Notice (whether telephonic or written) shall specify (i) whether the Borrower that is requesting a Borrowing of the Loans or a continuation of all or a portion the Loanssuch Loan, (ii) the requested date of such Borrowing or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of the Loans proposed borrowing (which, in the case of a Eurodollar Loan that is a Revolving Credit Loan, must be in a minimum amount of $5,000,000 and, in the case of a Eurodollar Loan that is a Term Loan, must be in a minimum amount of $10,000,000 and, in each case, in multiples of $1,000,000 in excess thereof), whether such Loan is requested to be borrowed a Base Rate Loan or continued and (iv) a Eurodollar Loan and, in the duration case of a Eurodollar Loan, the Initial Interest Period for such Eurodollar Loan, the use of the Interest Period(s) with respect theretoproceeds of such proposed Loan, and the proposed borrowing date, which must be a Business Day and, in the case of a Eurodollar Loan, the first Business Day of a month, and such Borrower shall be bound to make a borrowing in accordance therewith. If At no time shall the Borrower requests a Borrowing or continuation principal amount of Revolving Credit Loans that are Eurodollar Loans exceed $40,000,000 in the aggregate for the Borrowers and at no time shall the principal amount of the Loans in any such Loan/Continuation NoticeTerm Loan that is a Eurodollar Loan exceed $12,000,000. Notwithstanding anything to the contrary contained herein, but fails prior to specify an Interest Periodthe Syndication Date, the Borrower will be deemed to have specified an Interest Period of one month. If the Borrower fails to provide a notice requesting a continuation of any Eurodollar Loans within the time period required above, such all Loans shall be continued with an Interest Period incurred and maintained as Base Rate Loans. The Administrative Agent may act without liability upon the basis of one monthwritten, telecopy or telephone notice believed by the Administrative Agent in good faith to be from a Borrower (or from any officer thereof designated in writing to the Administrative Agent), and each Borrower hereby waives the right to dispute the Administrative Agent's record of the terms of any such telephonic Notice of Borrowing.