Common use of Making the Advances Clause in Contracts

Making the Advances. (a) Except as otherwise provided in Section 2.03(c), each Borrowing shall be made on notice, given not later than (x) 12:00 noon on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar Rate Advances or (y) 12:00 noon on the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances, by the Borrower to the Agent, which shall give to each Lender prompt notice thereof by facsimile. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be in writing or by facsimile in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of such Borrowing, (ii) Type of Advances comprising such Borrowing, (iii) aggregate amount of such Borrowing, and (iv) in the case of a Borrowing consisting of Eurodollar Rate Advances, initial Interest Period for each such Advance. Each Lender shall, in the case of a Borrowing consisting of Base Rate Advances, before 2:00 p.m. on the date of such Borrowing, and in the case of a Borrowing consisting of Eurodollar Rate Advances, before 11:00 a.m. on date of such Borrowing, make available for the account of its Applicable Lending Office to the Agent at the Agent’s Account, in same day funds, such Lender’s Ratable Share of such Borrowing. After the Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds available to the Borrower at the Agent’s address referred to in Section 8.02 or as requested by the Borrower in the applicable Notice of Borrowing.

Making the Advances. (a) Except as otherwise provided in Section 2.03(c), each Each Borrowing shall be made on noticenotice by the Borrower, given not later than (x) 12:00 noon 9:00 A.M. (Local Time) on the third Business Day prior to the date of the proposed Borrowing (or at such later time as the Administrative Agent, in its reasonable discretion, may agree to) in the case of a Borrowing consisting of Eurodollar Eurocurrency Rate Advances or (y) 12:00 noon 9:00 A.M. (Chicago time) on the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances, by the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof by facsimiletelecopier or other electronic communication. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing writing, including by telecopier (or by facsimile other electronic communication) in substantially the form of Exhibit B A hereto, specifying therein the requested (i) date of such BorrowingBorrowing (which shall be a Business Day), (ii) Type of Advances comprising such Borrowing, (iii) aggregate amount and currency of such Borrowing, (iv) initial Interest Period for such Advance, if such Borrowing is to consist of Eurocurrency Rate Advances, and (ivv) account or accounts in which the proceeds of the Borrowing should be credited. Each Lender shall, before 12:00 P.M. (Local Time) in the case of a Borrowing consisting of Eurodollar Rate Advances, initial Interest Period for each such Advance. Each Lender shall, Advances in Alternative Currencies and 11:00 A.M. (Chicago time) in the case of a Borrowing consisting of Base Rate Advances, before 2:00 p.m. Advances in Dollars on the date of such Borrowing, and in the case of a Borrowing consisting of Eurodollar Rate Advances, before 11:00 a.m. on date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the applicable Administrative Agent’s AccountOffice, in same day funds, such Lender’s Ratable Share ratable portion of such Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower at in immediately available funds to the Agent’s address referred to in Section 8.02 account or as requested accounts specified by the Borrower to the Administrative Agent in the applicable Notice of Borrowing relating to the applicable Borrowing.

Making the Advances. (a) Except as otherwise provided in Section 2.03(c), each Each Borrowing shall be made on notice, given not later than 12:00 Noon (xCleveland, Ohio time) 12:00 noon on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar Rate Advances Advances, or not later than 1:00 P.M. (yCleveland, Ohio time) 12:00 noon on the date one Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances, by the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof by facsimiletelex or telecopier. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing writing, or by facsimile telex or telecopier or e-mail, in each case in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of such Borrowing, (ii) Type of Advances comprising such Borrowing, (iii) aggregate amount of such Borrowing, and (iv) in the case of a Borrowing consisting of Eurodollar Rate Advances, initial Interest Period for each such Advance. Each Lender shall, before 12:00 Noon (Cleveland, Ohio time) on the date of such Borrowing in the case of a Borrowing consisting of Eurodollar Rate Advances and 1:00 P.M. (Cleveland, Ohio time) on the date of such Borrowing in the case of a Borrowing consisting of Base Rate Advances, before 2:00 p.m. on the date of such Borrowing, and in the case of a Borrowing consisting of Eurodollar Rate Advances, before 11:00 a.m. on date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account, in same day funds, such Lender’s Ratable Share ratable portion of such BorrowingBorrowing in accordance with the respective Commitments of such Lender and the other Lenders. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower at by crediting the AgentBorrower’s address referred to in Section 8.02 or as requested by the Borrower in the applicable Notice of BorrowingAccount.

Making the Advances. (a) Except as otherwise provided Each Borrowing shall be in Section 2.03(c)an amount not less than $10,000,000 (or, each if less, the Available Commitments at such time) or an integral multiple of $1,000,000 in excess thereof and shall consist of Advances of the same Type made on the same day by the Lenders ratably according to their respective Commitment Percentages. Each Borrowing shall be made on notice, given not later than (x) 12:00 noon 11:00 A.M. on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar Rate Advances Advances, or (y) 12:00 noon not later than 1:00 P.M. on the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances, by the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof by facsimilewritten notice. Each such notice of a Borrowing under this Section 2.02 (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing writing, or by facsimile fax in substantially the form of Exhibit B A hereto, specifying therein the requested (i) date of Borrowing Date for such Borrowing, (ii) Type of Advances comprising such Borrowing, (iii) aggregate amount of such Borrowing, and (iv) in the case of a Borrowing consisting of Eurodollar Rate Advances, the initial Interest Period for each such Advance. Each Lender shall, in the case of a Borrowing consisting of Base Rate Advances, before 2:00 p.m. 3:00 P.M. on the date of such Borrowing, and in the case of a applicable Borrowing consisting of Eurodollar Rate Advances, before 11:00 a.m. on date of such BorrowingDate, make available for the account of its Applicable Lending Office to the Administrative Agent at the Agent’s Account, in same day funds, such Lender’s Ratable Share ratable portion of the Borrowing to be made on such BorrowingBorrowing Date. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article IIISection 3.02, the Administrative Agent will promptly make such funds available to the Borrower at the Agent’s address referred to in Section 8.02 or such manner as requested by the Borrower shall have specified in the applicable Notice of BorrowingBorrowing and as shall be reasonably acceptable to the Administrative Agent.

Making the Advances. (a) Except as otherwise provided in Section 2.03(c), each Each Borrowing shall be made on noticenotice by the Borrower, given not later than (x) 12:00 noon 9:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar Eurocurrency Rate Advances or (y) 12:00 noon 9:00 A.M. (New York City time) on the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances, by the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof by facsimiletelecopier or other electronic communication. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing writing, including by telecopier (or by facsimile other electronic communication) in substantially the form of Exhibit B A hereto, specifying therein the requested (i) date of such Borrowing, Borrowing (iiwhich shall be a Business Day) and the Type of Advances comprising such Borrowing, (iiiii) aggregate amount of such Borrowing, (iii) initial Interest Period for such Advance if such Borrowing is to consist of Eurocurrency Rate Advances and (iv) account or accounts in which the case proceeds of a the Borrowing consisting of Eurodollar Rate Advances, initial Interest Period for each such Advanceshould be credited. Each Lender shall, in the case of a Borrowing consisting of Base Rate Advances, before 2:00 p.m. 11:00 A.M. (New York City time) on the date of such Borrowing, and in the case of a Borrowing consisting of Eurodollar Rate Advances, before 11:00 a.m. on date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the applicable Administrative Agent’s AccountOffice, in same day funds, such Lender’s Ratable Share ratable portion of such Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower at in immediately available funds to the Agent’s address referred to in Section 8.02 account or as requested accounts specified by the Borrower to the Administrative Agent in the applicable Notice of Borrowing relating to the applicable Borrowing.

Making the Advances. (a) Except as otherwise provided in Section 2.03(c)2.02(b) or 2.03, each Borrowing shall be made on notice, given not later than (x) 12:00 noon 11:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar Eurocurrency Rate Advances or (y) 12:00 noon on the date Business Day of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances, by the Applicable Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof by facsimiletelex or telecopier. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing writing, or by facsimile telex or telecopier or electronic mail, in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of such Borrowing, (ii) the Facility under which such Borrowing is to be made, (iii) Type of Advances comprising such Borrowing, (iiiiv) aggregate amount of such Borrowing, Borrowing and (ivv) in the case of a Borrowing consisting of Eurodollar Eurocurrency Rate Advances, initial Interest Period and currency for each such Advance. Each Lender shall, before 11:00 A.M. (New York City time) on the date of such Borrowing in the case of a Borrowing consisting of Base Eurocurrency Rate AdvancesAdvances denominated in Dollars, and before 2:00 p.m. 9:00 A.M. (New York City time) on the date of such Borrowing, and Borrowing in the case of a Borrowing consisting of Eurodollar Eurocurrency Rate Advances, before 11:00 a.m. on date of such BorrowingAdvances denominated in any Committed Currency, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account, in same day funds, such Lender’s Ratable Share ratable portion of such BorrowingBorrowing in accordance with the respective Commitments of such Lender and the other Lenders. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Applicable Borrower at by crediting the AgentApplicable Borrower’s address referred to in Section 8.02 Account or such other account as requested by the Applicable Borrower shall request; provided, however, that, in the applicable Notice case of Revolving Credit Advances, the Administrative Agent shall first apply such funds to prepay ratably the aggregate principal amount of any Swing Line Advances and Letter of Credit Advances outstanding on the date of such Borrowing, plus interest accrued and unpaid thereon to and as of such date.

Making the Advances. (a) Except as otherwise provided in Section 2.03(c), each Each Borrowing shall be made on notice, given not later than 12:00 Noon (xNew York City time) 12:00 noon (or, in the case of a Borrowing in an Alternate Currency, London time) on the third Business Day prior to next preceding the date of the proposed such Borrowing in the case of a Borrowing consisting of Eurodollar Eurocurrency Rate Advances Advances, or 11:30 A.M. (yNew York City time) 12:00 noon on the date Business Day of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances, by the either Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof by facsimiletelecopier. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing or by facsimile telecopier, in substantially the form of Exhibit B heretoB, specifying therein the requested (i) date of such Borrowing, (ii) Currency and Type of Advances comprising such Borrowing, (iii) aggregate amount of such Borrowing, Borrowing and (iv) in the case of a Borrowing consisting of Eurodollar Eurocurrency Rate Advances, initial Interest Period for each such Advance. Each Lender shall, before 10:00 A.M. (Local Time) on the date of such Borrowing in the case of a Borrowing consisting of Eurocurrency Rate Advances, or 1:00 P.M. (New York City time) on the date of such Borrowing in the case of a Borrowing consisting of Base Rate Advances, before 2:00 p.m. on the date of such Borrowing, and in the case of a Borrowing consisting of Eurodollar Rate Advances, before 11:00 a.m. on date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s AccountAccount for the relevant Currency, in same day funds, such Lender’s Ratable Share ratable portion of such Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will will, not later than 11:00 A.M. (Local Time) on the date of such Borrowing in the case of a Borrowing consisting of Eurocurrency Rate Advances, or 2:00 P.M. (New York City time) on the date of such Borrowing in the case of a Borrowing consisting of Base Rate Advances, make such funds available to the such Borrower at the Administrative Agent’s address referred to in Section 8.02 or as requested by the Borrower in the applicable Notice of Borrowing8.02.

Making the Advances. (a) Except as otherwise provided in Section 2.03(c), each Each Borrowing shall be made on notice, given not later than (x) 12:00 noon 11:00 A.M. (New York City time) on the same Business Day as the date of a proposed Borrowing comprised of Base Rate Advances, (y) 11:00 A.M. (London time) on the third Business Day prior to the date of the a proposed Borrowing in the case comprised of a Borrowing consisting of Eurodollar Eurocurrency Rate Advances denominated in any Committed Currency or (yz) 12:00 noon 1:00 P.M. (New York City time) on the third Business Day prior to the date of the a proposed Borrowing comprised of Eurocurrency Rate Advances denominated in the case of a Borrowing consisting of Base Rate AdvancesDollars, by the Borrower to the Designated Agent, which shall give to each Lender prompt notice thereof by facsimiletelecopier. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be in writing by telecopier, or by facsimile telephone confirmed immediately by telecopier, in substantially the form of Exhibit B A-1 hereto, specifying therein the requested (i) date of such BorrowingBorrowing (which shall be a Business Day), (ii) Type of Advances comprising such Borrowing, (iii) aggregate amount of such Borrowing, Borrowing and (iv) in the case of a Borrowing consisting comprised of Eurodollar Eurocurrency Rate Advances, initial Interest Period and currency for each such Advance. Each Lender shall, in the case of a Borrowing consisting of Base Rate Advances, before 2:00 p.m. (A) 1:00 P.M. (New York City time) on the date of such Borrowing, and in the case of a Borrowing consisting of Eurodollar Rate Advances, before 11:00 a.m. Advances denominated in Dollars or (B) 1:00 P.M. (London time) on the date of such BorrowingBorrowing consisting of Advances denominated in any Committed Currency, make available for the account of its Applicable Lending Office to the Designated Agent at the Designated Agent’s Account, in same day funds, such Lender’s Ratable Share ratable portion of such Borrowing. After the Designated Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article IIIIV, the Designated Agent will make such funds available to the Borrower at the office where the Designated Agent’s address referred Account is maintained (or to an account of the Borrower in Section 8.02 or as requested the relevant jurisdiction and designated by the Borrower in the applicable Notice of Borrowing, in the case of Advances denominated in a Committed Currency).

Making the Advances. (a) Except as otherwise provided in Section 2.03(c), each Each Borrowing shall be made on noticenotice by the Borrower, given not later than (x) 12:00 noon 9:00 A.M. (Chicago time) on the third Business Day prior to the date of Closing Date (or, at such later time as the proposed Borrowing Administrative Agent, in its reasonable discretion, may agree to) in the case of a Borrowing consisting of Eurodollar Eurocurrency Rate Advances or (y) 12:00 noon 9:00 A.M. (Chicago time) on the date of the proposed Borrowing Closing Date in the case of a Borrowing consisting of Base Rate Advances, by the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof by facsimiletelecopier or other electronic communication. Each such The notice of a Borrowing (a the “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing writing, including by telecopier (or by facsimile other electronic communication) in substantially the form of Exhibit B A hereto, specifying therein the requested (i) date of such BorrowingBorrowing (which shall be a Business Day), (ii) Type of Advances comprising such Borrowing, (iii) aggregate amount of such Borrowing, and (iv) in the case of a Borrowing consisting of Eurodollar Rate Advances, initial Interest Period for each such Advance, if such Borrowing is to consist of Eurocurrency Rate Advances, and (v) account or accounts in which the proceeds of the Borrowing should be credited. Each Lender shall, in the case of a Borrowing consisting of Base Rate Advances, before 2:00 p.m. 11:00 A.M. (Chicago time) on the date of such Borrowing, and in the case of a Borrowing consisting of Eurodollar Rate Advances, before 11:00 a.m. on date of such Borrowing, Closing Date make available for the account of its Applicable Lending Office to the Administrative Agent at the applicable Administrative Agent’s AccountOffice, in same day funds, such Lender’s Ratable Share ratable portion of such Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower at in immediately available funds to the Agent’s address referred to in Section 8.02 account or as requested accounts specified by the Borrower to the Administrative Agent in the applicable Notice of Borrowing relating to the applicable Borrowing.

Making the Advances. (a) Except as otherwise Each Borrowing shall be in an amount not less than $5,000,000 (or, if less, the Commitments at such time) or an integral multiple of $1,000,000 in excess thereof and shall consist of Eurodollar Rate Advances made on the same day by the Lenders ratably according to their respective Commitment Percentages; provided in that, if a Eurodollar Rate Advance is unavailable under Section 2.03(c)2.08 or 2.11, each such Borrowing shall consist of Base Rate Advances. Each Borrowing shall be made on notice, given not later than (x) 12:00 noon 11:00 A.M. on the third Business Day prior to the date of the proposed Borrowing (or, only in the case of a Borrowing consisting of Eurodollar Rate Advances Advance is unavailable under Section 2.08 or (y) 12:00 noon on the date of the proposed Borrowing 2.11, in the case of a Borrowing consisting of Base Rate Advances, not later than 9:30 A.M. on the date of the proposed Borrowing) prior to the date of the proposed Borrowing by the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof by facsimilewritten notice. Each such notice of a Borrowing under this Section 2.02 (a “Notice of Borrowing”) shall be in writing or may be delivered by facsimile telephone, if confirmed immediately in writing or fax in substantially the form of Exhibit B A hereto, specifying therein the requested (i) date of Borrowing Date for such Borrowing, which shall be a Business Day, (ii) Type of Advances comprising such Borrowing, (iii) aggregate amount of such Borrowing, (iii) the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”, and (iv) in the case location and number of a Borrowing consisting the account of Eurodollar Rate Advances, initial Interest Period for each such Advancethe Borrower to which the funds are to be disbursed. Each Lender shall, in the case of a Borrowing consisting of Base Rate Advances, before 2:00 p.m. 12:00 Noon on the date of such Borrowing, and in the case of a applicable Borrowing consisting of Eurodollar Rate Advances, before 11:00 a.m. on date of such BorrowingDate, make available for the account of its Applicable Lending Office to the Administrative Agent at the Agent’s Account, in same day funds, such LenderXxxxxx’s Ratable Share ratable portion of the Borrowing to be made on such BorrowingBorrowing Date. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article IIISection 3.02, the Administrative Agent will promptly make such funds available to the Borrower at the Agent’s address referred to in Section 8.02 or such manner as requested by the Borrower shall have specified in the applicable Notice of BorrowingBorrowing and as shall be reasonably acceptable to the Administrative Agent.

Making the Advances. (a) Except as otherwise provided in Section 2.03(c)2.02(b) or 2.04, each Borrowing shall be made on notice, given not later than 11:00 A.M. (xNew York City time) 12:00 noon on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar Rate Advances Advances, or (y) 12:00 noon on the first Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances, by the Borrower to the Administrative Agent, which shall give to each Appropriate Lender prompt notice thereof by facsimiletelecopier or electronic communication. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing writing, or by facsimile telecopier or electronic communication, in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of such Borrowing, (ii) Facility under which such Borrowing is to be made, (iii) Type of Advances comprising such Borrowing, (iiiiv) aggregate amount of such Borrowing, Borrowing and (ivv) in the case of a Borrowing consisting of Eurodollar Rate Advances, initial Interest Period for each such Advance. Each Appropriate Lender shall, in the case of a Borrowing consisting of Base Rate Advances, before 2:00 p.m. 12:00 P.M. (New York City time) on the date of such Borrowing, and in the case of a Borrowing consisting of Eurodollar Rate Advances, before 11:00 a.m. on date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account, in same day funds, such Lender’s Ratable Share ratable portion of such BorrowingBorrowing in accordance with the respective Commitments under the applicable Facility of such Lender and the other Appropriate Lenders. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower at by crediting the AgentBorrower’s address referred to in Section 8.02 or as requested by the Borrower Account; provided, however, that, in the applicable Notice case of any Revolving Credit Borrowing, the Administrative Agent shall first apply such funds to prepay ratably the aggregate principal amount of any Swing Line Advances and Letter of Credit Advances outstanding at such time, together with interest accrued and unpaid thereon to and as of such date.

Making the Advances. (a) Except as otherwise provided in Section 2.03(c), each Each Borrowing shall be made on notice, given not later than 12:00 P.M. (xNew York City time) 12:00 noon on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar Rate Advances Advances, or (y) 12:00 noon on the first Business Day prior to the date of the proposed Borrowing Borrowing, or such shorter period as the Administrative Agent may agree with respect to the Term Advance to be made on the Closing Date, in the case of a Borrowing consisting of Base Rate Advances, by the Borrower to the Administrative Agent, which shall give to each Appropriate Lender prompt notice thereof by facsimiletelecopier or electronic communication. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing writing, or by facsimile telecopier or electronic communication, in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of such Borrowing, (ii) Type of Advances comprising such Borrowing, (iii) aggregate amount of such Borrowing, Borrowing and (iv) in the case of a Borrowing consisting of Eurodollar Rate Advances, initial Interest Period for each such Advance. Each Appropriate Lender shall, in the case of a Borrowing consisting of Base Rate Advances, before 2:00 p.m. 12:00 P.M. (New York City time) on the date of such Borrowing, and in the case of a Borrowing consisting of Eurodollar Rate Advances, before 11:00 a.m. on date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account, in same day funds, such Lender’s Ratable Share ratable portion of such BorrowingBorrowing in accordance with the respective Commitments under the applicable Facility of such Lender and the other Appropriate Lenders. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower at by crediting the AgentBorrower’s address referred to in Section 8.02 or as requested by the Borrower in the applicable Notice of BorrowingAccount.

Making the Advances. (a) Except as otherwise provided in Section 2.03(c)Sections 2.03 or 2.20, each Borrowing shall be made on notice, given by the Borrower to the Administrative Agent (which shall give to each Appropriate Lender prompt notice thereof), which notice may be given by: (A) telephone or (B) a Notice of Borrowing; provided that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Notice of Borrowing. Each such Notice of Borrowing must be received by the Administrative Agent not later than 11:00 A.M. on (xi) 12:00 noon on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar Rate Advances or (yii) 12:00 noon on the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances, by the Borrower to the Agent, which shall give to each Lender prompt notice thereof by facsimile. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be in writing or by facsimile in substantially the form of Exhibit B hereto, specifying Borrowing and each telephonic notice must specify therein the requested (i) date of such Borrowing, (ii) whether such Advances are Revolving A Credit Advances or Revolving B Credit Advances and the Type of Advances comprising such Borrowing, (iii) aggregate amount of such Borrowing, Borrowing and (iv) in the case of a Borrowing consisting of Eurodollar Rate Advances, the initial Interest Period for each such Advance. Each Appropriate Lender shall, before 11:00 A.M. in the case of a Borrowing consisting of Eurodollar Rate Advances and 2:00 P.M. in the case of a Borrowing consisting of Base Rate Advances, before 2:00 p.m. in each case on the date of such Borrowing, and in the case of a Borrowing consisting of Eurodollar Rate Advances, before 11:00 a.m. on date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account, in same day funds, such Lender’s Ratable Share ratable portion of such BorrowingBorrowing in accordance with the respective Commitments under the applicable Facility of such Lender and the other Appropriate Lenders. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower at the Agent’s address referred to Borrower, in Section 8.02 or like funds as requested received by the Borrower Administrative Agent, either by (i) crediting the Borrower’s Account with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower; provided, however, that, in the applicable Notice case of any Revolving A Credit Borrowing, the Administrative Agent shall first apply such funds to prepay ratably the aggregate principal amount of any L/C Borrowings outstanding at such time, together with interest accrued and unpaid thereon to and as of such date.

Making the Advances. (a) Except as otherwise provided in Section 2.03(c), each Each Borrowing shall be made on noticenotice given by the Borrower or a Borrowing Subsidiary, given as the case may be, and received by the Administrative Agent, which shall give prompt notice thereof to each Lender by facsimile, not later than (x) 12:00 noon 11:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar Eurocurrency Rate Advances or denominated in Dollars, (y) 12:00 noon 4:00 P.M. (London time) on the third Business Day prior to the date of the proposed Borrowing Borrower in the case of a Borrowing consisting Eurocurrency Rate Advances denominated in Euros, or (z) 11:00 A.M. (New York City time) on the same Business Day in the case of Base Rate Advances, by the Borrower to the Agent, which shall give to each Lender prompt notice thereof by facsimile. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be in writing given by facsimile, confirmed immediately by hand or by facsimile mail, in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of such Borrowing, (ii) Type of Advances comprising such Borrowing, (iii) aggregate amount of such Borrowing, and (iv) in the case of a Borrowing consisting comprised of Eurodollar Eurocurrency Rate Advances, initial the currency and the Interest Period for each such Advance. Each Upon fulfillment of the applicable conditions set forth in Article III, each Lender shall, in the case of a Borrowing consisting of Base Rate Advances, before 2:00 p.m. 12:00 noon (New York City time) on the date of such Borrowing, and in the case of a Borrowing consisting of Eurodollar Rate Advances, before 11:00 a.m. on date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the applicable Administrative Agent’s Account, in same day immediately available funds, such Lender’s Ratable Share ratable portion of such Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will promptly make such funds available to the Borrower at the Administrative Agent’s address referred to in Section 8.02 or as requested by the Borrower in the applicable Notice of Borrowing8.02.

Making the Advances. (a) Except as otherwise provided Each Borrowing shall be in Section 2.03(c)an amount not less than $10,000,000 (or, each if less, the Available Commitments at such time) or an integral multiple of $1,000,000 in excess thereof and shall consist of Advances of the same Type made on the same day by the Lenders ratably according to their respective Commitment Percentages. Each Borrowing shall be made on notice, given not later than (x) 12:00 noon 11:00 A.M. on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar Rate Advances Advances, or (y) 12:00 noon not later than 1:00 P.M. on the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances, by the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof by facsimilewritten notice. Each such notice of a Borrowing under this Section 2.02 (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing writing, or by facsimile fax in substantially the form of Exhibit B A hereto, specifying therein the requested (i) date of Borrowing Date for such Borrowing, (ii) Type of Advances comprising such Borrowing, (iii) aggregate amount of such Borrowing, and (iv) in the case of a Borrowing consisting of Eurodollar Rate Advances, the initial Interest Period for each such Advance. Each Lender shall, in the case of a Borrowing consisting of Base Rate Advances, before 2:00 p.m. 3:00 P.M. on the date of such Borrowing, and in the case of a applicable Borrowing consisting of Eurodollar Rate Advances, before 11:00 a.m. on date of such BorrowingDate, make available for the account of its Applicable Lending Office to the Administrative Agent at the Agent’s Account, in same day funds, such Lender’s Ratable Share ratable portion of the Borrowing to be made on such BorrowingBorrowing Date. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will promptly make such funds available to the Borrower at the Agent’s address referred to in Section 8.02 or such manner as requested by the Borrower shall have specified in the applicable Notice of BorrowingBorrowing and as shall be reasonably acceptable to the Administrative Agent.

Making the Advances. (a) Except as otherwise provided in Section 2.03(c), each Each Borrowing shall be made on noticenotice by the Borrower, given not later than 9:00 A.M. (xTokyo time) 12:00 noon on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar Rate Advances or (y) 12:00 noon on the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate AdvancesBorrowing, by the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof by facsimiletelecopier or other electronic communication. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing writing, including by telecopier (or by facsimile other electronic communication) in substantially the form of Exhibit B A hereto, specifying therein the requested (i) date of such BorrowingBorrowing (which shall be a Business Day), (ii) Type whether such Borrowing is to be denominated in Dollars or Euros (provided that if the Borrower fails to specify a currency in any Notice of Borrowing, then the Advances comprising such Borrowingso requested shall be made in Dollars, it being understood that Dollars shall be the base currency for this Agreement), (iii) aggregate amount of such Borrowing, and (iv) in the case of a Borrowing consisting of Eurodollar Rate Advances, initial Interest Period for each such Advance, if such Borrowing is to consist of Eurocurrency Rate Advances, and (v) account or accounts in which the proceeds of the Borrowing should be credited. Each Lender shall, in the case of a Borrowing consisting of Base Rate Advances, before 2:00 p.m. 11:00 A.M. (Tokyo time) on the date of such Borrowing, and in the case of a Borrowing consisting of Eurodollar Rate Advances, before 11:00 a.m. on date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the applicable Administrative Agent’s AccountOffice, in same day funds, such Lender’s Ratable Share ratable portion of such Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower at in immediately available funds to the Agent’s address referred to in Section 8.02 account or as requested accounts specified by the Borrower to the Administrative Agent in the applicable Notice of Borrowing relating to the applicable Borrowing. Notwithstanding anything to the contrary herein, there shall not be more than ten separate Borrowings of Advances.

Making the Advances. (a) Except as otherwise provided in Section 2.03(c), each Each Borrowing shall be made on notice, given not later than 2:00 P.M. (xNew York City time) 12:00 noon on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar Rate Advances Advances, or not later than 11:00 A.M. (yNew York City time) 12:00 noon on the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances, by the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof by facsimiletelex or telecopier. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing writing, or by facsimile telex or telecopier or e-mail, in each case in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of such Borrowing, (ii) Type of Advances comprising such Borrowing, (iii) aggregate amount of such Borrowing,, and (iv) in the case of a Borrowing consisting of Eurodollar Rate Advances, initial Interest Period for each such Advance. Each Lender shall, before 12:00 Noon (New York City time) on the date of such Borrowing in the case of a Borrowing consisting of Eurodollar Rate Advances and 1:00 P.M. (New York City time) on the date of such Borrowing in the case of a Borrowing consisting of Base Rate Advances, before 2:00 p.m. on the date of such Borrowing, and in the case of a Borrowing consisting of Eurodollar Rate Advances, before 11:00 a.m. on date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account, in same day funds, such Lender’s Ratable Share ratable portion of such BorrowingBorrowing in accordance with the respective Commitments of such Lender and the other Lenders. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower at by crediting the AgentBorrower’s address referred to in Section 8.02 or as requested by the Borrower in the applicable Notice of BorrowingAccount.

Making the Advances. (a) Except as otherwise Each Borrowing shall be in an amount not less than $5,000,000 (or, if less, the Commitments at such time) or an integral multiple of $1,000,000 in excess thereof and shall consist of Eurodollar Rate Advances made on the same day by the Lenders ratably according to their respective Commitment Percentages; provided in that, if a Eurodollar Rate Advance is unavailable under Section 2.03(c)2.08 or 2.11, each such Borrowing shall consist of Base Rate Advances. Each Borrowing shall be made on notice, given not later than (x) 12:00 noon 11:00 A.M. on the third Business Day prior to the date of the proposed Borrowing (or, only in the case of a Borrowing consisting of Eurodollar Rate Advances Advance is unavailable under Section 2.08 or (y) 12:00 noon on the date of the proposed Borrowing 2.11, in the case of a Borrowing consisting of Base Rate Advances, not later than 9:30 A.M. on the date of the proposed Borrowing) prior to the date of the proposed Borrowing by the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof by facsimilewritten notice. Each such notice of a Borrowing under this Section 2.02 (a “Notice of Borrowing”) shall be in writing or may be delivered by facsimile telephone, if confirmed immediately in writing or fax in substantially the form of Exhibit B A hereto, specifying therein the requested (i) date of Borrowing Date for such Borrowing, which shall be a Business Day, (ii) Type of Advances comprising such Borrowing, (iii) aggregate amount of such Borrowing, (iii) the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”, and (iv) in the case location and number of a Borrowing consisting the account of Eurodollar Rate Advances, initial Interest Period for each such Advancethe Borrower to which the funds are to be disbursed. Each Lender shall, in the case of a Borrowing consisting of Base Rate Advances, before 2:00 p.m. 12:00 Noon on the date of such Borrowing, and in the case of a applicable Borrowing consisting of Eurodollar Rate Advances, before 11:00 a.m. on date of such BorrowingDate, make available for the account of its Applicable Lending Office to the Administrative Agent at the Agent’s Account, in same day funds, such Lender’s Ratable Share ratable portion of the Borrowing to be made on such BorrowingBorrowing Date. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article IIISection 3.02, the Administrative Agent will promptly make such funds available to the Borrower at the Agent’s address referred to in Section 8.02 or such manner as requested by the Borrower shall have specified in the applicable Notice of BorrowingBorrowing and as shall be reasonably acceptable to the Administrative Agent.

Making the Advances. (a) Except as otherwise provided in Section 2.03(c)2.02(b) or 2.03, each Borrowing shall be made on notice, given not later than 11:00 A.M. (xNew York City time) 12:00 noon on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar Rate Advances Advances, or (y) 12:00 noon on the date Business Day of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances, by the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof by facsimiletelex or telecopier. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing writing, or by facsimile telex or telecopier or electronic mail, in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of such Borrowing, (ii) the Facility under which such Borrowing is to be made, (iii) Type of Advances comprising such Borrowing, (iiiiv) aggregate amount of such Borrowing, Borrowing and (ivv) in the case of a Borrowing consisting of Eurodollar Rate Advances, initial Interest Period for each such Advance. Each Lender shall, in the case of a Borrowing consisting of Base Rate Advances, before 2:00 p.m. 11:00 A.M. (New York City time) on the date of such Borrowing, and in the case of a Borrowing consisting of Eurodollar Rate Advances, before 11:00 a.m. on date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account, in same day funds, such Lender’s Ratable Share ratable portion of such BorrowingBorrowing in accordance with the respective Commitments of such Lender and the other Lenders. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower at by crediting the AgentBorrower’s address referred to in Section 8.02 Account or such other account as requested by the Borrower shall request; provided, however, that, in the applicable Notice case of Revolving Credit Advances, the Administrative Agent shall first apply such funds to prepay ratably the aggregate principal amount of any Swing Line Advances and Letter of Credit Advances outstanding on the date of such Borrowing, plus interest accrued and unpaid thereon to and as of such date.

Making the Advances. (a) Except as otherwise provided in Section 2.03(c), each Each Borrowing shall be made on notice, given not later than (w) 11:00 A.M. (New York City time) on the date of a proposed Borrowing consisting of Base Rate Advances in Dollars, (x) 12:00 noon 11:00 A.M. (London time) on the date of a proposed Borrowing consisting of EURO-LIBOR Rate Advances in euros, (y) 11:00 A.M. (New York City time) on the third Business Day prior to the date of the a proposed Borrowing in the case of a Borrowing consisting of Eurodollar EURIBOR Rate Advances or and Eurocurrency Rate Advances in a Major Currency and (yz) 12:00 noon 11:00 A.M. (New York City time) on the sixth Business Day prior to the date of the a proposed Borrowing in the case of a Borrowing consisting of Base Eurocurrency Rate AdvancesAdvances in an Alternate Currency, by the Borrower requesting the proposed Borrowing to the Administrative Agent, which shall give to each Lender prompt notice thereof by facsimiletelecopier, telex or cable. Each such notice of a Borrowing (a “"Notice of Borrowing”") shall be sent by telecopier, telex or cable, confirmed immediately in writing or by facsimile writing, in substantially the form of Exhibit B A hereto, specifying therein the requested (i) date of such Borrowing, (ii) Type of Advances comprising such Borrowing, (iii) aggregate amount of such Borrowing, and (iv) in the case of a Borrowing consisting comprised of Eurodollar EURO Rate Advances, the currency of such Borrowing and (v) in the case of a Borrowing comprised of EURO Rate Advances, the initial Interest Period for each such Advance. If no election as to the currency of a EURO Rate Advance is specified in any such Notice of Borrowing then the requested Advance shall be made in Dollars. A Borrower may, subject to the conditions herein provided, borrow more than one Borrowing on any Business Day. If the Administrative Agent has received notice from any of the Lenders by 12:00 noon (New York City time) four Business Days prior to the day of a proposed Borrowing comprised of Eurocurrency Rate Advances in an Alternate Currency that such Lender cannot provide Advances in the requested Alternate Currency, the Lenders shall be under no obligation to make Advances in the requested Alternate Currency as part of such Borrowing, in which event the Administrative Agent will give notice to the Borrower requesting such Advance no later than 3:00 P.M. (New York City time) on the fourth Business Day prior to the requested date of such Borrowing that the Borrowing in the requested Alternate Currency is not then available, and notice thereof also will be given promptly by the Administrative Agent to the Lenders. If the Administrative Agent shall have so notified the Borrower requesting such Advance that any such Borrowing in a requested Alternate Currency is not then available, the Borrower requesting such Advance may, by notice to the Administrative Agent not later than 12:00 noon (New York City time) three Business Days prior to the requested date of such Borrowing, withdraw the Notice of Borrowing relating to such requested Borrowing. If the Borrower requesting such Advance does so withdraw such Notice of Borrowing, the Borrowing requested therein shall not occur and the Administrative Agent will promptly so notify each Lender. If the Borrower requesting such Advance does not so withdraw such Notice of Borrowing, the Administrative Agent will promptly so notify each Lender and such Notice of Borrowing shall be deemed to be a Notice of Borrowing that requests a Borrowing comprised of Eurocurrency Rate Advances in Dollars with the same Interest Period as that requested in the Notice of Borrowing related to such requested Borrowing in an aggregate amount equal to the equivalent in Dollars of the amount of the originally requested Borrowing specified in the Notice of Borrowing; and in such notice by the Administrative Agent to each Lender, the Administrative Agent will state such equivalent in Dollars of the aggregate amount of such Borrowing and such Lender's pro rata share thereof. Each Lender shall, before 2:00 P.M. (New York City time) in the case of a each Borrowing consisting of Base Rate Advances, before 2:00 p.m. on the date of such Borrowing, and 11:00 A.M. (New York City time) in the case of a each Borrowing consisting of Eurodollar EURO Rate Advances, Advances denominated in Dollars and before 11:00 a.m. A.M. (local time) (at the Payment Office for such currency) in the case of each Borrowing consisting of EURO Rate Advances denominated in a Major Currency (other than Dollars) or in an Alternate Currency, in each case on the date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent (i) in the case of a Borrowing in Dollars, at such account maintained at the Agent’s Account, Payment Office for Dollars as shall have been notified by the Administrative Agent to the Lenders prior thereto and in same day funds, such Lender’s Ratable Share 's ratable portion of such BorrowingBorrowing in Dollars, and (ii) in the case of a Borrowing in a Major Currency (other than Dollars) or Alternate Currency, at such account maintained at the Payment Office for such currency as shall have been notified by the Administrative Agent to the Lenders prior thereto and in same day funds, such Lender's ratable portion of such Borrowing in such currency. After the Administrative Agent’s 's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will promptly make such funds available to the Borrower requesting the proposed Borrowing at the Agent’s address referred to in Section 8.02 or as requested by the Borrower in the aforesaid applicable Notice of BorrowingPayment Office.

Making the Advances. (a) Except as otherwise provided in Section 2.03(c), each Each Borrowing shall be made on noticenotice by the Borrower, given not later than (x) 12:00 noon 9:00 A.M. (Chicago time) on the third second Business Day prior to the date of Closing Date (or, at such later time as the proposed Borrowing Administrative Agent, in its reasonable discretion, may agree to) in the case of a Borrowing consisting of Eurodollar Eurocurrency Rate Advances or (y) 12:00 noon 9:00 A.M. (Chicago time) on the date of the proposed Borrowing Closing Date in the case of a Borrowing consisting of Base Rate Advances, by the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof by facsimiletelecopier or other electronic communication. Each such The notice of a Borrowing (a the “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing writing, including by telecopier (or by facsimile other electronic communication) in substantially the form of Exhibit B A hereto, specifying therein the requested (i) date of such BorrowingBorrowing (which shall be a Business Day), (ii) Type of Advances comprising such Borrowing, (iii) aggregate amount of such Borrowing, and (iv) in the case of a Borrowing consisting of Eurodollar Rate Advances, initial Interest Period for each such Advance, if such Borrowing is to consist of Eurocurrency Rate Advances, and (v) account or accounts in which the proceeds of the Borrowing should be credited. Each Lender shall, in the case of a Borrowing consisting of Base Rate Advances, before 2:00 p.m. 10:00 A.M. (Chicago time) on the date of such Borrowing, and in the case of a Borrowing consisting of Eurodollar Rate Advances, before 11:00 a.m. on date of such Borrowing, Closing Date make available for the account of its Applicable Lending Office to the Administrative Agent at the applicable Administrative Agent’s AccountOffice, in same day funds, such Lender’s Ratable Share ratable portion of such Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III3, the Administrative Agent will make such funds available to the Borrower at in immediately available funds to the Agent’s address referred to in Section 8.02 account or as requested accounts specified by the Borrower to the Administrative Agent in the applicable Notice of Borrowing relating to the applicable Borrowing.

Making the Advances. (a) Except as otherwise provided in Section 2.03(c)4.03 with respect to LC Facility Borrowings, each Borrowing shall be made on notice, given not later than 12:00 P.M. (xNew York City time) 12:00 noon on the third Business Day prior to the date of the proposed Borrowing Borrowing, in the case of a Borrowing consisting of Eurodollar Rate Advances Advances, or (y) 12:00 noon on the first Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances, by the Borrower to the Administrative Agent, which shall give to each Appropriate Lender prompt notice thereof by facsimiletelecopier or electronic communication. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be in writing writing, or by facsimile telecopier, electronic communication or by telephone, confirmed immediately in writing, in substantially the form of Exhibit B C hereto, specifying therein the requested (i) date of such Borrowing, (ii) Senior Secured Facility under which such Borrowing is to be made, (iii) Type of Advances comprising such Borrowing, (iiiiv) aggregate amount of such Borrowing, and (ivv) in the case of a Borrowing consisting of Eurodollar Rate Advances, initial Interest Period for each such Advance. Each Lender shallAdvance and (vi) the account into which the proceeds of such Borrowing shall be deposited (which shall be, in the case of a Borrowing consisting of Base Rate Tranche A Advances and Delayed Draw Advances, except as expressly provided in the funds flow memorandum provided pursuant to Section 6.01(m), the Construction Disbursement Account or the Debt Service Reserve Account) (each such notice, a “Funding Notice”). Each Appropriate Lender shall, before 2:00 p.m. 12:00 P.M. (New York City time) on the date of such Borrowing, and in the case of a Borrowing consisting of Eurodollar Rate Advances, before 11:00 a.m. on date of such Borrowing, make available by wire transfer for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account, in same day funds, such Lender’s Ratable Share ratable portion of such Borrowing, in accordance with the respective Commitments under the applicable Senior Secured Facility of such Lender and the other Appropriate Lenders. After the Administrative Agent’s receipt of such funds and upon fulfillment or waiver of the applicable conditions set forth in Article IIIVI, the Administrative Agent will make such funds available to the Borrower at the Agent’s address referred to in Section 8.02 or as requested by the Borrower set forth in the applicable Notice of BorrowingDepositary Agreement and the other Loan Documents.

Making the Advances. (a) Except as otherwise provided in Section 2.03(c), each Each Borrowing shall be made on noticenotice to the Administrative Agent, which may be given by (1) telephone or (2) an Advance Notice; provided that any telephone notice must be confirmed promptly by delivery to the Administrative Agent of an Advance Notice. Each such Advance Notice must be received not later than (x) 12:00 noon 11:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar Eurocurrency Rate Advances or denominated in Dollars, (y) 12:00 noon 11:00 A.M. (New York City time) on the fifth Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurocurrency Rate Advances denominated in Sterling, or (z) 1:00 P.M. (New York City time) on the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances, by the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof by facsimile. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be in writing or by facsimile in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of such Borrowing, (ii) Type of Advances comprising such Borrowing, (iii) aggregate amount of such Borrowing, and (iv) in the case of a Borrowing consisting of Eurodollar Rate Advances, initial Interest Period for each such Advancethereof. Each Lender shall, in the case of a Borrowing consisting of Base Rate Advances, before 2:00 p.m. 1:00 P.M. (New York City time) on the date of such Borrowing, Borrowing for Eurocurrency Rate Advances and in 2:30 P.M. (New York City time) on the case of a Borrowing consisting of Eurodollar Rate Advances, before 11:00 a.m. on date of such BorrowingBorrowing for Base Rate Advances, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s AccountOffice, in same day fundsSame Day Funds, such Lender’s Ratable Pro Rata Share of such Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower at the Administrative Agent’s address referred to in Section 8.02 or as requested 8.02; provided, however, that if, on the date the Advance Notice with respect to such Borrowing is given by the Borrower, there are L/C Borrowings outstanding, then the proceeds of such Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and second, shall be made available to the Borrower in the applicable Notice of Borrowingas provided above.

Making the Advances. (a) Except as otherwise provided in Section 2.03(c), each Each Borrowing shall be made on notice, given not later than 11:00 a.m. (xNew York City time) 12:00 noon on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar Rate Advances Advances, or (y) 12:00 noon on the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances, by the Borrower Company to the Administrative Agent, which shall give to each Lender Bank prompt notice thereof by facsimiletelecopier. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telecopier, confirmed promptly in writing or by facsimile writing, in substantially the form of Exhibit B heretoB, specifying therein the requested (i) date of such Borrowing, (ii) Type of Advances comprising such Borrowing, (iii) aggregate amount of such Borrowing, Borrowing and (iv) in the case of a Borrowing consisting of Eurodollar Rate Advances, initial Interest Period for each such Advance. Each Lender Bank shall, in the case of a Borrowing consisting of Base Rate Advancesbefore 11:00 a.m. (New York City time), before 2:00 p.m. on the date of such Borrowing, and in the case of a Borrowing consisting of Eurodollar Rate Advances, or before 11:00 a.m. 12:30 p.m. (New York City time), in the case of a Borrowing consist­ing of Base Rate Advances, on the date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account, in same day funds, such LenderBank’s Ratable Share ratable portion of such Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article IIIV, the Administrative Agent will make such same day funds available to the Borrower Company at the Company’s account at the Administrative Agent’s address referred to in Section 8.02 or 10.02; provided that Advances made to finance an LC Reimbursement Obligation as requested provided in Section 2.02 shall be remitted by the Borrower in Administrative Agent to the applicable Notice of Borrowingrespective Issuing Bank or the Banks as their interests may appear.

Making the Advances. (a) Except as otherwise provided Each Borrowing shall be in Section 2.03(c)an amount not less than $10,000,000 (or, each if less, the Available Commitments at such time) or an integral multiple of $1,000,000 in excess thereof and shall consist of Advances of the same Type made on the same day by the Lenders ratably according to their respective Commitment Percentages. Each Borrowing shall be made on notice, given not later than (x) 12:00 noon 11:00 A.M. on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar Rate Advances Advances, or (y) 12:00 noon not later than 9:30 A.M. on the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances, by the Borrower OPCo to the Administrative Agent, which shall give to each Lender prompt notice thereof by facsimilewritten notice. Each such notice of a Borrowing under this Section 2.02 (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing writing, or by facsimile fax in substantially the form of Exhibit B A hereto, specifying therein the requested (i) date of Borrowing Date for such Borrowing, (ii) Type of Advances comprising such Borrowing, (iii) aggregate amount of such Borrowing, and (iv) in the case of a Borrowing consisting of Eurodollar Rate Advances, the initial Interest Period for each such Advance. Each Lender shall, in the case of a Borrowing consisting of Base Rate Advances, before 2:00 p.m. 12:00 noon on the date of such Borrowing, and in the case of a applicable Borrowing consisting of Eurodollar Rate Advances, before 11:00 a.m. on date of such BorrowingDate, make available for the account of its Applicable Lending Office to the Administrative Agent at the Agent’s Account, in same day funds, such Lender’s Ratable Share ratable portion of the Borrowing to be made on such BorrowingBorrowing Date. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will promptly make such funds available to OPCo in such manner as the Borrower at the Agent’s address referred to in Section 8.02 or as requested by the Borrower OPCo shall have specified in the applicable Notice of BorrowingBorrowing and as shall be reasonably acceptable to the Administrative Agent.

Making the Advances. (a) Except as otherwise provided in Section 2.03(c)2.03 or in respect of any Borrowing requested to be made on the date of the Initial Extension of Credit, in which case notice will be given on the date of the Initial Extension of Credit, each Borrowing shall be made on notice, given not later than 11:00 A.M. (xCharlotte, North Carolina time) 12:00 noon on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting comprised of Eurodollar Rate Advances Advances, or (y) 12:00 noon on the first Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting comprised of Base Rate Advances, by the Borrower to the Administrative Agent, which shall give prompt notice thereof to each Lender prompt notice thereof by facsimiletelecopier. Each such notice of a Borrowing (a “"Notice of Borrowing”") shall be by telephone, confirmed immediately in writing or by facsimile telecopier, in substantially the form of Exhibit B B-1 hereto, specifying therein shall be duly executed by a Responsible Officer of the requested Borrower, and shall specify therein: (i) the requested date of such Borrowing, Borrowing (which shall be a Business Day); (ii) the Facility under which such Borrowing is requested to be made; (iii) the Type of Advances comprising requested to comprise such Borrowing, ; (iiiiv) the requested aggregate amount of such Borrowing, ; and (ivv) in the case of a Borrowing consisting comprised of Eurodollar Rate Advances, the requested duration of the initial Interest Period for each such Advance. Each Lender shall, in the case of a Borrowing consisting of Base Rate Advancesbefore 11:00 A.M. (Charlotte, before 2:00 p.m. North Carolina time) on the date of such Borrowing, and in the case of a Borrowing consisting of Eurodollar Rate Advances, before 11:00 a.m. on date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s 's Account, in same day funds, such Lender’s Ratable 's Pro Rata Share of such Borrowing. After the Administrative Agent’s 's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will shall make such funds available to the Borrower at by crediting the Agent’s address referred Borrower's Account; provided, however, that, in the case of any Working Capital Borrowing, the Administrative Agent shall first make a portion of such funds equal to in Section 8.02 or as requested the aggregate principal amount of any Letter of Credit Advances made by the Borrower in Issuing Bank and by any Lender and outstanding on the applicable Notice date of such Working Capital Borrowing, plus accrued and unpaid interest thereon to and as of such date, available to the Issuing Bank and such other Lenders for repayment of such Letter of Credit Advances.

Making the Advances. (a) Except as otherwise provided in Section 2.03(c), each Borrowing The Borrower shall be made on notice, given not later than (x) 12:00 noon on give the third Business Day Administrative Agent irrevocable prior to the date of the proposed Borrowing written notice substantially in the case form of a Borrowing consisting of Eurodollar Rate Advances or (y) 12:00 noon on the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances, by the Borrower to the Agent, which shall give to each Lender prompt notice thereof by facsimile. Each such notice of a Borrowing Exhibit B-1 (a “Notice of Borrowing”) shall be in writing or by facsimile in substantially the form of Exhibit B hereto, specifying therein the requested not later than 11:00 a.m. (New York City time) (i) on the same Business Day as each Base Rate Advance and (ii) on the date that is at least three Business Days before each Eurodollar Rate Advance, of its intention to borrow, specifying (A) the date of such Borrowing, (ii) Type of Advances comprising such Borrowingwhich shall be a Business Day, (iiiB) aggregate the amount of such Borrowing, which shall be, (x) with respect to Base Rate Advances, in an aggregate principal amount of $3,000,000 or a whole multiple of $1,000,000 in excess thereof and (ivy) with respect to Eurodollar Rate Advances, in an aggregate principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof, (C) whether the Advances are to be Eurodollar Rate Advances or Base Rate Advances, and (D) in the case of a Borrowing consisting of Eurodollar Rate AdvancesAdvance, initial the duration of the Interest Period for each applicable thereto; provided that if the Borrower wishes to request Eurodollar Rate Advances having an Interest Period of twelve months in duration, such Advance. Each Lender shall, in notice must be received by the case of a Borrowing consisting of Base Rate Advances, before 2:00 p.m. on Administrative Agent not later than 11:00 a.m. (New York City time) four Business Days prior to the requested date of such Borrowing, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. If the Borrower fails to specify a type of Advance in a Notice of Borrowing, then the case of applicable Advances shall be made as Base Rate Advances. If the Borrower requests a Borrowing consisting of Eurodollar Rate AdvancesAdvances in any such Notice of Borrowing, before but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. A Notice of Borrowing received after 11:00 a.m. (New York City time) shall be deemed received on date the next Business Day. The Administrative Agent shall promptly notify the Lenders of such Borrowing, make available for the account of its Applicable Lending Office to the Agent at the Agent’s Account, in same day funds, such Lender’s Ratable Share of such Borrowing. After the Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds available to the Borrower at the Agent’s address referred to in Section 8.02 or as requested by the Borrower in the applicable each Notice of Borrowing.

Making the Advances. (a) Except as otherwise provided in Section 2.03(c), each Each Borrowing shall be made on notice, given not later than 12:00 Noon (xNew York City time) 12:00 noon on the third Business Day prior to next preceding the date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar Rate Advances Advances, or 11:30 A.M. (yNew York City time) 12:00 noon on the date Business Day of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances, by the either Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof by facsimiletelecopier. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing or by facsimile telecopier, in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of such Borrowing, (ii) Type of Advances comprising such Borrowing, (iii) aggregate amount of such Borrowing, Borrowing and (iv) in the case of a Borrowing consisting of Eurodollar Rate Advances, initial Interest Period for each such Advance. Each Lender shall, in the case of a Borrowing consisting of Base Rate Advances, before 2:00 p.m. 10:00 A.M. (New York City time) on the date of such Borrowing, and Borrowing in the case of a Borrowing consisting of Eurodollar Rate Advances, before 11:00 a.m. or 1:00 P.M. (New York City time) on the date of such BorrowingBorrowing in the case of a Borrowing consisting of Base Rate Advances, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account, in same day funds, such Lender’s Ratable Share ratable portion of such Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will will, not later than 11:00 A.M. (New York City time) on the date of such Borrowing in the case of a Borrowing consisting of Eurodollar Rate Advances, or 2:00 P.M. (New York City time) on the date of such Borrowing in the case of a Borrowing consisting of Base Rate Advances, make such funds available to the such Borrower at the Administrative Agent’s address referred to in Section 8.02 or as requested by the Borrower in the applicable Notice of Borrowing8.02.

Making the Advances. (a) Except as otherwise provided in Section 2.03(c)Each Revolving Advance and Incremental Term Loan shall, each Borrowing shall at the option of the Borrowers, be made on notice, given not later than (x) 12:00 noon on the third Business Day prior to the date of the proposed Borrowing in the case of either as a Borrowing consisting of Eurodollar Rate Advances or (y) 12:00 noon on the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Advance or as a LIBO Rate Advance (except for the first three Business Days after the Agreement Date with respect to Revolving Advances, by and for the Borrower first three Business Days after the funding of Incremental Term Loans with respect to the Agentsuch Incremental Term Loans, during which period such Advances, respectively, shall give to each Lender prompt notice thereof by facsimile. Each such notice of bear interest as a Borrowing (a “Notice of Borrowing”) shall be in writing or by facsimile in substantially the form of Exhibit B heretoBase Rate Advance); PROVIDED, specifying therein the requested HOWEVER, that (i) date if the Borrowers fail to give the Administrative Agent three Business Days' written notice specifying whether a LIBO Rate Advance is to be repaid or reborrowed on the last day of the applicable Interest Period for such BorrowingLIBO Rate Advance, such LIBO Rate Advance shall be repaid and then reborrowed as a Base Rate Advance on such date, (ii) Type the Borrowers may not select a LIBO Rate Advance (A) with respect to the Swing Line Advances, (B) with respect to an Advance, the proceeds of Advances comprising which are to reimburse an Issuing Bank pursuant to Section 2.1(c) hereof, or (C) if, at the time of such BorrowingAdvance, a Default or an Event of Default has occurred and is continuing, and (iii) aggregate amount any Conversion of LIBO Rate Advances into Base Rate Advances shall only be made on the last day of the Interest Period for such BorrowingLIBO Rate Advances, and unless Borrowers pay to the Administrative Agent the amounts due under Section 10.3 hereof. Each Revolving Advance shall be made, to the extent that a Lender is so obligated under Section 2.1, on written notice from the Borrower requesting such Revolving Advance to the Administrative Agent delivered before 11:00 A.M. (ivNew York City time) on, (i) in the case of a Borrowing consisting LIBO Rate Advance, a Business Day which is at least three (3) Business Days prior to the first day of Eurodollar Rate Advances, initial the Interest Period for each such LIBO Rate Advance, and (ii) in the case of a Base Rate Advance, on or before the Business Day for the making of such Advance. Each Lender shall, in each case, specifying (v) whether the Revolving Advance is a new borrowing, or a continuation or Conversion of, a Revolving Advance under the Revolving Commitments, (w) the Type of Revolving Advance to be made, (x) the date on which such Revolving Advance is to be made, (y) the amount of such Revolving Advance (which amounts shall be allocated by the Administrative Agent among the Lenders, in the case of a Borrowing consisting of Base Rate AdvancesRevolving Advance, before 2:00 p.m. on the date a pro rata basis in accordance with each Revolving Lender's Pro Rata Share of such BorrowingRevolving Advance), and (z) in the case of a Borrowing consisting of Eurodollar proposed LIBO Rate Advances, the Interest Period therefor (which Interest Period shall be the same for each Lender) (such written notice to be substantially in the form of Exhibit C-1 attached hereto, and being hereinafter referred to as the "NOTICE OF REVOLVING BORROWING"). Each such Notice of Revolving Borrowing shall be sent by electronic mail or facsimile and signed by the chief financial officer of any of the Borrowers or Vice President of Corporate Finance or the Senior Director of Treasury or corporate controller of Del Monte Fresh Produce Company. All or a portion of the Incremental Term Loans of one Type may be Converted to Incremental Term Loans of another Type or continued as Incremental Term Loans of the same Type at the end of the Interest Period applicable thereto upon written notice from the Borrower obligated on such Incremental Term Loan to the Administrative Agent delivered before 11:00 a.m. A.M. (New York City time) on a Business Day which is at least three (3) Business Days prior to the applicable Conversion or continuation date specifying (x) the Type of Incremental Term Loan to be continued or Converted, (y) the date on which such BorrowingIncremental Term Loan is to be continued or Converted, and (z) in the case of proposed LIBO Rate Advances, the Interest Period therefor (which Interest Period shall be the same for each Incremental Term Loan Lender) (such written notice to be substantially in the form of Exhibit C-3 attached hereto, and being hereinafter referred to as the "NOTICE OF CONTINUATION OR CONVERSION OF INCREMENTAL TERM LOAN BORROWING"). Each Lender making a Revolving Advance shall, before 1:00 P.M. (New York City time) on the date such Revolving Advance is to be made, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s 's Account, in same day funds, such Lender’s Ratable 's Pro Rata Share of such BorrowingRevolving Advance. After the Administrative Agent’s 's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III3, the Administrative Agent will make such funds available to the requesting Borrower at by crediting the Agent’s address referred to in Section 8.02 or as requested by the account of such Borrower set forth in the applicable Notice of BorrowingRevolving Borrowing pursuant to which the Revolving Advance is being made. Each Lender making an Incremental Term Loan Advance shall fund such Incremental Term Loan in accordance with Section 2.1(d)(ii).

Making the Advances. (a) Except as otherwise provided in Section 2.03(c), each Each Borrowing shall be made on the Borrower's oral notice, or on written notice in the form attached hereto as EXHIBIT E ("NOTICE OF BORROWING") given by the Borrower to the Agent not later than 11:00 A.M. (xDallas time) 12:00 noon (i) on the third second Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar LIBOR Rate Advances or Advance, (yii) 12:00 noon on the Business Day prior to the date of the proposed Borrowing in the case of an Agreed Rate Advance and (iii) on the same Business Day of the proposed Borrowing in the case of a Borrowing consisting of Base Rate AdvancesAdvance. With respect to any oral notice, by the Borrower to the Agent, which shall give to each Lender prompt notice thereof by facsimile. Each promptly thereafter confirm such notice of by delivering a Borrowing (a “Notice of Borrowing”) . Each Notice of Borrowing shall be in writing or by facsimile in substantially the form of Exhibit B hereto, specifying specify therein the requested (i) date of such Borrowing, (ii) Type of Advances comprising such Borrowing, (iii) aggregate amount of such Borrowing, and (iv) in the case of a Borrowing consisting comprised of Eurodollar LIBOR Rate Advances or Agreed Rate Advances, the initial Interest Period for each such Advance. Each Lender shallThe Agent shall promptly deliver a copy of each Notice of Borrowing to each Bank and, in the case of a Borrowing consisting any Agreed Rate Borrowing, shall, after conferring with the Borrower and the Banks, and with the consent of Base all Banks notify the Borrower not later than 2:00 p.m. (Dallas time) on the Business Day prior to the Borrowing, of the Agreed Rate Advanceswith respect to such Borrowing. Each Bank shall, before 2:00 p.m. 12:00 noon (Dallas time) on the date of such Borrowing, and in the case of a Borrowing consisting of Eurodollar Rate Advances, before 11:00 a.m. on date of such Borrowing, make available for the account of its Applicable Lending Office to the Agent at the Agent’s Accountits address referred to in Section 10.02, in same day immediately available funds, such Lender’s Ratable Share Bank's ratable portion of such Borrowing. After the Agent’s 's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article IIIIV, the Agent will make transfer such funds to the Escrow Account to be made available to the Borrower at as set forth in Article II of the Agent’s address referred to in Section 8.02 or as requested by the Borrower in the applicable Escrow Agreement. Each Notice of BorrowingBorrowing with respect to LIBOR Rate or Base Rate Advances shall be irrevocable and binding on the Borrower. In no event shall more than five Borrowings be outstanding at any time.

Making the Advances. (a) Except as otherwise provided in Section 2.03(c), each Each Borrowing shall be made on notice, given not later than 11:00 A.M. (x) 12:00 noon on if the third Borrowing is to be comprised, in whole or in part, of Eurodollar Advances, at least three (3) Business Days prior to the date of the Borrowing, (y) if the Borrowing is to be comprised of Adjusted CD Rate Advances, at least one (1) Business Day prior to the date of the proposed Borrowing, and (z) if the Borrowing in the case of a Borrowing consisting of Eurodollar Rate Advances or (y) 12:00 noon on the date of the proposed Borrowing in the case of a Borrowing consisting is to be comprised of Base Rate Advances, on the day of the Borrowing, by the Borrower to the Administrative Agent, which shall give to each Lender Bank prompt notice thereof by facsimiletelecopy. Each such Such notice of a the Borrowing (a “the "Notice of Borrowing”") shall be by telecopy, confirmed immediately in writing or by facsimile writing, in substantially the form of Exhibit B heretoB, specifying therein the requested (i) date of such Borrowing, (ii1) Type of Advances comprising such the Borrowing, (iii2) aggregate amount of such the Borrowing, and (iv3) in if the case Borrowing will be comprised of a Borrowing consisting of Adjusted CD Rate Advances or Eurodollar Rate Advances, the initial Interest Period for each such Advance. If the Borrowing is comprised, in whole or in part, of Adjusted CD Rate Advances or Eurodollar Advances, the Administrative Agent shall promptly notify each Bank of the applicable interest rate under Section 2.5(b) or (c). Each Lender Bank shall, in before 11:00 A.M. (2:00 P.M. if the case of a Borrowing consisting is comprised of Base Rate Advances, before 2:00 p.m. ) on the date of such Borrowing, and in the case of a Borrowing consisting of Eurodollar Rate Advances, before 11:00 a.m. on date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Agent’s Accountits Payment Office, in same day funds, such Lender’s Ratable Share Bank's ratable portion of such the Borrowing. After the Administrative Agent’s 's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower at in accordance with the Agent’s address referred to in Section 8.02 or as requested by the Borrower in the applicable Notice of BorrowingBorrower's written instructions.

Making the Advances. (a) Except as otherwise provided in Section 2.03(c), each Each Borrowing shall be made on notice, given not later than (x) 12:00 noon 11:00 A.M. (New York City time) on the third U.S. Government Securities Business Day prior to the date of the proposed Borrowing (or at such later time as the Administrative Agent, in its reasonable discretion, may agree to) in the case of a Borrowing consisting of Eurodollar Rate Term Benchmark Advances or RFR Advances or (y) 12:00 noon 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 Advances, by the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof by facsimiletelecopier or other electronic communication. Each such notice of a Borrowing shall be by notice in substantially the form of Exhibit A hereto or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent) (a “Notice of Borrowing”) shall be in writing or by facsimile in substantially the form of Exhibit B hereto), specifying therein the requested (i) date of such BorrowingBorrowing (which shall be a Business Day), (ii) Type of Advances comprising such Borrowing, (iii) aggregate amount of such Borrowing, and (iv) in the case of a Borrowing consisting of Eurodollar Rate Advances, initial Interest Period for each such Advance, if such Borrowing is to consist of Xxxx Xxxxxxxxx Advances and (v) account or accounts in which the proceeds of the Borrowing should be credited. Each Lender shall, in the case of a Borrowing consisting of Base Rate Advances, before 2:00 p.m. 1:00 P.M. (New York City time) on the date of such Borrowing, and in the case of a Borrowing consisting of Eurodollar Rate Advances, before 11:00 a.m. on date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the applicable Administrative Agent’s AccountOffice, in same day funds, such LenderXxxxxx’s Ratable Share ratable portion of such Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower at in immediately available funds to the Agent’s address referred to in Section 8.02 account or as requested accounts specified by the Borrower to the Administrative Agent in the applicable Notice of Borrowing relating to the applicable Borrowing.

Making the Advances. (a) Except as otherwise provided in Section 2.03(c), each The Borrowing on the Effective Date shall be made on notice, given not later than 11:00 A.M. (xNew York City time) 12:00 noon on the third Business Day prior to the date of the proposed Borrowing Effective Date in the case of a Borrowing consisting of Eurodollar Rate Advances Advances, or 1:00 P.M. (yNew York City time) 12:00 noon on the date of the proposed Borrowing Effective Date in the case of a Borrowing consisting of Base Rate Advances, by the Borrower to the Agent, which shall give to each Lender prompt notice thereof by facsimiletelecopier or telex. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing or signed by facsimile a Financial Officer in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of such BorrowingBorrowing (which shall be the Effective Date), (ii) Type of Advances comprising such Borrowing, (iii) aggregate amount of such Borrowing, and (iv) in the case of a Borrowing consisting of Eurodollar Rate Advances, initial Interest Period for each such AdvanceAdvance and (v) wire transfer instructions. Each Lender shall, before 12:00 noon (New York City time) on the Effective Date (or, in the case of any Notice of Borrowing with respect to a Borrowing consisting of Base Rate AdvancesAdvance given on or after 10:00 A.M. (New York City time) but on or before 1:00 P.M. (New York City time) on the Effective Date, before 2:00 p.m. 3:00 P.M. (New York City time) on the date of such Borrowing, and in the case of a Borrowing consisting of Eurodollar Rate Advances, before 11:00 a.m. on date of such BorrowingEffective Date), make available for the account of its Applicable Lending Office to the Agent at the Agent’s Account, in same day funds, such Lender’s Ratable Share ratable portion of such initial Borrowing. After the Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds available to the Borrower at the Agent’s address referred to in Section 8.02 or as requested by the Borrower specified in the applicable Notice of Borrowing.

Making the Advances. (a) Except as otherwise provided in Section 2.03(c)2.02(b) or 2.03, each Borrowing shall be made on notice, given not later than 11:00 A.M. (xNew York City time) 12:00 noon on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar Rate Advances Advances, or (y) 12:00 noon on the first Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances, by the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof by facsimiletelex or telecopier. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing writing, or by facsimile telex or telecopier, in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of such Borrowing, (ii) the Facility under which such Borrowing is to be made, (iii) Type of Advances comprising such Borrowing, (iiiiv) aggregate amount of such Borrowing, Borrowing and (ivv) in the case of a Borrowing consisting of Eurodollar Rate Advances, initial Interest Period for each such Advance. Each Lender shall, in the case of a Borrowing consisting of Base Rate Advances, before 2:00 p.m. 11:00 A.M. (New York City time) on the date of such Borrowing, and in the case of a Borrowing consisting of Eurodollar Rate Advances, before 11:00 a.m. on date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account, in same day funds, such Lender’s Ratable Share ratable portion of such BorrowingBorrowing in accordance with the respective Commitments of such Lender and the other Lenders. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower at by crediting the AgentBorrower’s address referred to in Section 8.02 Account or such other account as requested by the Borrower shall request; provided, however, that, in the applicable Notice case of Revolving Credit Advances, the Administrative Agent shall first apply such funds to prepay ratably the aggregate principal amount of any Swing Line Advances and Letter of Credit Advances outstanding on the date of such Borrowing, plus interest accrued and unpaid thereon to and as of such date.

Making the Advances. (a) Except as otherwise provided in Section 2.03(c), each Borrowing Each Advance shall be made made, to the extent that a Bank is so obligated under SECTION 2.1.1 of this Agreement, on noticewritten notice from Borrower to the Agent and each Bank delivered before 10:00 A.M. (Dallas, given not later than (xTexas time) 12:00 noon on the third a Business Day which is at least three (3) Business Days prior to the date first day of the proposed Borrowing Interest Period for such Advance specifying (i) the amount of such Advance (which amounts of Advances shall be pro rata among the Banks in accordance with each Bank's Pro Rata Share), (ii) the Advance Type thereof, (iii) the Interest Period therefor (which Interest Period shall be the same for each Bank), (iv) the selected interest rate applicable thereto (which interest rate shall be the same for each Bank) pursuant to and in accordance with SECTION 2.2, (v) the deposit account (together with wire transfer instructions of the Borrower) into which Borrower requests that the proceeds of such Advance be sent in the case of an Advance in the form of a loan, and the name and address of the beneficiary and other pertinent information in the case of an Advance by Comerica issuing or guaranteeing a Letter of Credit (such written notice to be substantially in the form of (A) EXHIBIT B-1 attached hereto in the case of an Acquisition Advance, (B) EXHIBIT B-2 attached hereto in the case of a Borrowing consisting Letter of Eurodollar Rate Advances or Credit Advance, (yC) 12:00 noon on the date of the proposed Borrowing EXHIBIT B-3 attached hereto in the case of a Borrowing consisting of Base Rate Advances, by the Borrower to the Agent, which shall give to each Lender prompt notice thereof by facsimile. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be in writing or by facsimile in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of such Borrowing, (ii) Type of Advances comprising such Borrowing, (iii) aggregate amount of such BorrowingWorking Capital Advance, and (ivD) EXHIBIT B-4 attached hereto in the case of a Borrowing consisting Development Advance, and in all cases in all respects in form and substance satisfactory to Agent, and being hereinafter referred to as the "BORROWING NOTICE"), and shall be accompanied by an Advance Compliance Certificate which corresponds to the Advance Type of Eurodollar Rate Advances, initial Interest Period for each such Advance. Each Lender shall, in In the case of a proposed Borrowing consisting comprised of Base LIBOR Rate Advances, before 2:00 p.m. the Agent shall on the date second Business Day before any LIBOR Rate Advance notify each Bank of the interest rate applicable to such LIBOR Rate Advance under SECTION 2.2 of this Agreement. Not later than 11:30 A.M. (Dallas, Texas time) on the day of any Borrowing, and in the case of a Borrowing consisting of Eurodollar Rate Advances, before 11:00 a.m. on date of such Borrowing, each Bank will make available for the its account of its Applicable Lending Office to the Agent at the Agent’s 's Account, in same day funds, such Lender’s Ratable Bank's Pro Rata Share of such proposed Borrowing. After the Agent’s 's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article IIISECTION 4 of this Agreement, the Agent will make such funds available to the Borrower at the Agent’s address referred by delivering such funds to Borrower's deposit account specified in Section 8.02 or as requested by the Borrower in the applicable Notice of Borrowingsuch Borrowing Notice.

Making the Advances. (a) Except as otherwise provided in Section 2.03(c), each Each Borrowing shall be made on notice, given not later than 12:00 Noon (xi) 12:00 noon on in the third case of a proposed Borrowing comprised of Eurodollar Advances, at least three Business Day Days prior to the date of the proposed Borrowing Borrowing, and (ii) in the case of a Borrowing consisting of Eurodollar Rate Advances or (y) 12:00 noon on the date of the proposed Borrowing in the case of a Borrowing consisting comprised of Base Rate Advances, on the day of the proposed Borrowing, by the Borrower to the Administrative Agent, which shall give to each Lender Bank prompt notice thereof by facsimiletelecopy. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telecopy, confirmed immediately in writing or by facsimile writing, in substantially the form of Exhibit B heretoB, duly signed by a Responsible Officer, specifying therein the requested (iA) date of such Borrowing, (iiB) Type of Advances comprising such Borrowing, (iiiC) aggregate amount of such Borrowing, and (ivD) in the case of a Borrowing consisting comprised of Eurodollar Rate Advances, initial Interest Period for each such Advance, provided that the Borrower may not specify Eurodollar Advances for any Borrowing if, after giving effect to such Borrowing, Eurodollar Advances having more than twenty (20) different Interest Periods shall be outstanding. In the case of a proposed Borrowing comprised of Eurodollar Advances, the Administrative Agent shall promptly notify each Bank and the Borrower of the applicable interest rate under Section 2.5(b). Each Lender Bank shall, before 12:00 Noon (2:00 P.M. in the case of a Borrowing consisting comprised of Base Rate Advances, before 2:00 p.m. ) on the date of such Borrowing, and in the case of a Borrowing consisting of Eurodollar Rate Advances, before 11:00 a.m. on date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Agent’s Accountits Payment Office, in same day funds, such LenderBank’s Ratable Share ratable portion of such Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower at the Administrative Agent’s address referred to in Section 8.02 or as requested by the Borrower in the applicable Notice of Borrowingaforesaid address.

Making the Advances. (a) Except as otherwise provided in Section 2.03(c), each Each Borrowing shall be made on the Borrower's oral notice, or on written notice in the form attached hereto as EXHIBIT E ("NOTICE OF BORROWING") given by the Borrower to the Agent not later than 11:00 A.M. (xDallas time) 12:00 noon (i) on the third second Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar LIBOR Rate Advances or Advance, (yii) 12:00 noon on the Business Day prior to the date of the proposed Borrowing in the case of an Agreed Rate Advance and (iii) on the same Business Day of the proposed Borrowing in the case of a Borrowing consisting of Base Rate AdvancesAdvance. With respect to any oral notice, by the Borrower to the Agent, which shall give to each Lender prompt notice thereof by facsimile. Each promptly thereafter confirm such notice of by delivering a Borrowing (a “Notice of Borrowing”) . Each Notice of Borrowing shall be in writing or by facsimile in substantially the form of Exhibit B hereto, specifying specify therein the requested (i) date of such Borrowing, (ii) Type of Advances comprising such Borrowing, (iii) aggregate amount of such Borrowing, and (iv) in the case of a Borrowing consisting comprised of Eurodollar LIBOR Rate Advances or Agreed Rate Advances, the initial Interest Period for each such Advance. Each Lender shallThe Agent shall promptly deliver a copy of each Notice of Borrowing to each Bank and, in the case of a Borrowing consisting any Agreed Rate Borrowing, shall, after conferring with the Borrower and the Banks, and with the consent of Base all Banks notify the Borrower not later than 2:00 p.m. (Dallas time) on the Business Day prior to the Borrowing, of the Agreed Rate Advanceswith respect to such Borrowing. Each Bank shall, before 2:00 p.m. 12:00 noon (Dallas time) on the date of such Borrowing, and in the case of a Borrowing consisting of Eurodollar Rate Advances, before 11:00 a.m. on date of such Borrowing, make available for the account of its Applicable Lending Office to the Agent at the Agent’s Accountits address referred to in Section 10.02, in same day immediately available funds, such Lender’s Ratable Share Bank's ratable portion of such Borrowing. After the Agent’s 's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article IIIIV, the Agent will make transfer such funds available to the Borrower or at the Agent’s address referred to in Section 8.02 or as requested by direction of the Borrower in the applicable Borrower. Each Notice of BorrowingBorrowing with respect to LIBOR Rate or Base Rate Advances shall be irrevocable and binding on the Borrower. In no event shall more than five Borrowings be outstanding at any time.

Making the Advances. (a) Except as otherwise provided in Section 2.03(c), each Each Borrowing shall be made on notice, given not later than 12:00 Noon (xCleveland, Ohio time) 12:00 noon on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar Rate Advances Advances, or not later than 1:00 P.M. (yCleveland, Ohio time) 12:00 noon on the date one Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances, by the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof by facsimiletelex or telecopier. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing writing, or by facsimile telex or telecopier or e-mail, in each case in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of such Borrowing, (ii) Type of Advances comprising such Borrowing, (iii) aggregate amount of such Borrowing, and (iv) in the case of a Borrowing consisting of Eurodollar Rate Advances, initial Interest Period for each such Advance. Each Lender shall, before 12:00 Noon (Cleveland, Ohio time) on the date of such Borrowing in the case of a Borrowing consisting of Eurodollar Rate Advances and 1:00 P.M. (Cleveland, Ohio time) on the date of such Borrowing in the case of a Borrowing consisting of Base Rate Advances, before 2:00 p.m. on the date of such Borrowing, and in the case of a Borrowing consisting of Eurodollar Rate Advances, before 11:00 a.m. on date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account, in same day funds, such Lender’s Ratable Share ratable portion of such BorrowingBorrowing in accordance with the respective Commitments of such Lender and the other Lenders. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower at by crediting the AgentBorrower’s address referred to in Section 8.02 or as requested by the Borrower in the applicable Notice of BorrowingAccount.

Making the Advances. (a) Except as otherwise provided in Section 2.03(c), each Each Borrowing shall be made on noticewritten notice to the Administrative Agent signed by an authorized officer of the Borrower, given not later than 1:00 P.M. (xDallas, Texas time) 12:00 noon on the third Business Day at least thirty (30) days prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar Rate Advances or (y) 12:00 noon on the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances, by the Borrower to the Agent, which shall give to each Lender prompt notice thereof by facsimileBorrowing. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing writing, or by facsimile telecopier or electronic communication, in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of such Borrowing, ; and (ii) Type of Advances comprising such Borrowing, (iii) the aggregate amount of such Borrowing, ; and attaching thereto a calculation certified by the Borrower as being prepared in good faith evidencing the current aggregate face amount of the Policies to which the Borrower has legal or beneficial title in form reasonably acceptable to the Administrative Agent (iv) in the case a “Portfolio Face Calculation”). The Administrative Agent shall give to each Lender prompt notice of a each Notice of Borrowing consisting of Eurodollar Rate Advances, initial Interest Period for each such Advanceby telecopier or electronic communication. Each Lender shall, in the case of a Borrowing consisting of Base Rate Advancesbefore 12:00 Noon (Dallas, before 2:00 p.m. Texas time) on the date of such Borrowing, and in the case of a Borrowing consisting of Eurodollar Rate Advances, before 11:00 a.m. on date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Agent’s Account, in same day funds, such Lender’s Ratable Share ratable portion of such BorrowingBorrowing in accordance with the respective Commitment of such Lender. After The Administrative Agent will be entitled to withhold the Agent’s proceeds of any such portion of a Borrowing until it has confirmed receipt of such funds in respect of such portion and upon fulfillment of the applicable conditions set forth in Article III, the Agent will whereupon it shall make such funds available to the Borrower at the Agent’s address referred by crediting (or causing to in Section 8.02 or be credited) such account as requested by shall be satisfactory to the Borrower in and the applicable Notice of BorrowingAdministrative Agent.

Making the Advances. (a) Except as otherwise provided in Section 2.03(c), each Borrowing shall be made on notice, given not later than (x) 12:00 noon 4:00 P.M. (London time) on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar Eurocurrency Rate Advances or denominated in Euros, (y) 12:00 noon 11:00 A.M. (Chicago, Illinois time, or, subsequent to November 1, 2005, London time) on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurocurrency Rate Advances denominated in Dollars or (z) 11:00 A.M. (Chicago, Illinois time, or, subsequent to November 1, 2005, London time) on the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances, by the applicable Borrower to the Agent, which shall give to each Lender prompt notice thereof by facsimiletelecopier. Each such notice of a Borrowing (a “"Notice of Borrowing”") shall be by telephone, confirmed immediately in writing writing, or by facsimile telecopier in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of such Borrowing, (ii) Type of Advances comprising such Borrowing, (iii) aggregate amount of such Borrowing, and (iv) in the case of a Borrowing consisting of Eurodollar Eurocurrency Rate Advances, initial Interest Period and currency for each such Advance. Each Lender shallshall before 1:00 P.M. (Chicago, in the case of a Borrowing consisting of Base Rate AdvancesIllinois time, before 2:00 p.m. or, subsequent to November 1, 2005, London time) on the date of such Borrowing, and in the case of a Borrowing consisting of Eurodollar Rate Advances, before 11:00 a.m. on date of such Borrowing, make available for the account of its Applicable Lending Office to the Agent at the Agent’s 's Account, in same day funds, such Lender’s Ratable Share 's ratable portion of such Borrowing. After the Agent’s 's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article IIISection 3.03, the Agent will shall make such funds available to the Borrower at the Agent’s address referred that requested such Advance by depositing such funds to in Section 8.02 or such account as requested by the such Borrower in the applicable Notice of Borrowingshall specify.

Making the Advances. (a) Except as otherwise provided in Section 2.03(c2.01(a)(ii), 2.02(b) or (c) or 2.03, each Borrowing shall be made on notice, given not later than 11:00 A.M. (xNew York City time) 12:00 noon on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar Rate Advances Advances, or (y) 12:00 noon on the first Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances, by the Borrower to the Administrative Agent, which shall give to each Appropriate Lender prompt notice thereof by facsimiletelecopier or electronic communication. Each such notice by the Borrower of a Borrowing (a “Notice of Borrowing”) shall may be by either telephone (confirmed immediately in writing writing), telecopier or by facsimile electronic communication, in substantially the form of Exhibit B hereto, in each case specifying therein the requested (i) date of such Borrowing, (ii) Facility under which such Borrowing is to be made, (iii) Type of Advances comprising such Borrowing, (iiiiv) aggregate amount of such Borrowing, Borrowing and (ivv) in the case of a Borrowing consisting of Eurodollar Rate Advances, initial Interest Period for each such Advance. Each Appropriate Lender shall, in the case of a Borrowing consisting of Base Rate Advances, before 2:00 p.m. 11:00 A.M. (New York City time) on the date of such Borrowing, and in the case of a Borrowing consisting of Eurodollar Rate Advances, before 11:00 a.m. on date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account, in same day funds, such Lender’s Ratable Share ratable portion of such BorrowingBorrowing in accordance with the respective Commitments under the applicable Facility of such Lender and the other Appropriate Lenders. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower at by crediting the AgentBorrower’s address referred to in Section 8.02 or as requested by the Borrower Account; provided, however, that, in the applicable Notice case of any Revolving Credit Borrowing, the Administrative Agent shall first apply such funds to prepay ratably the aggregate principal amount of any Letter of Credit Advances outstanding at such time, together with interest accrued and unpaid thereon to and as of such date.

Making the Advances. (a) Except as otherwise provided in Section 2.03(c)Sections 2.03 or 2.20, each Borrowing shall be made on notice, given by the Borrower to the Administrative Agent (which shall give to each Appropriate Lender prompt notice thereof), which notice may be given by: (A) telephone or (B) a Notice of Borrowing; provided that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Notice of Borrowing. Each such Notice of Borrowing must be received by the Administrative Agent not later than 11:00 A.M. on (xi) 12:00 noon on the third second Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar Rate Term SOFR Advances or (yii) 12:00 noon on the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances, by the Borrower to the Agent, which shall give to each Lender prompt notice thereof by facsimile. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be in writing or by facsimile in substantially the form of Exhibit B hereto, specifying Borrowing and each telephonic notice must specify therein the requested (i) date of such Borrowing, (ii) the Type of Advances comprising such Borrowing, (iii) aggregate amount of such Borrowing, Borrowing and (iv) in the case of a Borrowing consisting of Eurodollar Rate Term SOFR Advances, the initial Interest Period for each such Advance. Each Appropriate Lender shall, before 11:00 A.M. in the case of a Borrowing consisting of Term SOFR Advances and 2:00 P.M. in the case of a Borrowing consisting of Base Rate Advances, before 2:00 p.m. in each case on the date of such Borrowing, and in the case of a Borrowing consisting of Eurodollar Rate Advances, before 11:00 a.m. on date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account, in same day funds, such Lender’s Ratable Share ratable portion of such BorrowingBorrowing in accordance with the respective Commitments under the applicable Facility of such Lender and the other Appropriate Lenders. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower at the Agent’s address referred to Borrower, in Section 8.02 or like funds as requested received by the Borrower Administrative Agent, either by (i) crediting the Borrower’s Account with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower; provided, however, that, in the applicable Notice case of any Revolving Credit Borrowing, the Administrative Agent shall first apply such funds to prepay ratably the aggregate principal amount of any L/C Borrowings outstanding at such time, together with interest accrued and unpaid thereon to and as of such date.

Making the Advances. (a) (a) Except as otherwise provided in Section 2.03(c)2.02(b) or 2.03, each Borrowing shall be made on noticenotice (which may be delivered through the Administrative Agent’s electronic platform or portal), given not later than 11:00 A.M. (xNew York City time) 12:00 noon on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar Rate Advances Advances, or (y) 12:00 noon on the first Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances, Advances by the Borrower to the Administrative Agent, which shall give to each Appropriate Lender prompt notice thereof by facsimiletelecopier or electronic communication. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing writing, or by facsimile telecopier or electronic communication, in substantially the form of Exhibit B hereto, specifying therein the requested (i1) date of such Borrowing, (ii2) Facility under which such Borrowing is to be made, (3) Type of Advances comprising such Borrowing, (iii4) aggregate amount of such Borrowing, Borrowing and (iv5) in the case of a Borrowing consisting of Eurodollar Rate Advances, initial Interest Period for each such Advance. Each Appropriate Lender shall, in the case of a Borrowing consisting of Base Rate Advances, before 2:00 p.m. 11:00 A.M. (New York City time) on the date of such Borrowing, and in the case of a Borrowing consisting of Eurodollar Rate Advances, before 11:00 a.m. on date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account, in same day funds, such Lender’s Ratable Share ratable portion of such BorrowingBorrowing in accordance with the respective Commitments under the applicable Facility of such Lender and the other Appropriate Lenders. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower by crediting the Borrower’s Account; provided, however, that, in the case of any Revolving Credit Borrowing, the Administrative Agent shall first apply such funds to prepay ratably the aggregate principal amount of any Swing Line Advances and Letter of Credit Advances outstanding at such time, together with interest accrued and unpaid thereon to and as of such date. All Borrowing requests which are not made on-line via the Administrative Agent’s address referred electronic platform or portal shall be subject to in Section 8.02 or as requested by (and unless the Borrower Administrative Agent elects otherwise in the applicable Notice exercise of Borrowingits sole discretion, such Borrowings shall not be made until the completion of) the Administrative Agent’s authentication process (with results satisfactory to the Administrative Agent) prior to the funding of any such requested Advance.

Making the Advances. (a) Except as otherwise provided in Section 2.03(c), each Each Borrowing shall be made on notice, given upon notice (a “Drawing Notice”) being received by the Administrative Agent substantially in the form of Schedule C from a Borrower not later than 10:00 a.m. (x) 12:00 noon on the third Business Day prior to the date of the proposed Borrowing and in the case of a Subsidiary Borrower, countersigned by Inco) (x) three (3) Business Days prior to the date (which shall be a Business Day) of a Borrowing consisting comprised of Eurodollar Rate Advances a LIBOR Advance, or (y) 12:00 noon on the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances, by the Borrower to the Agent, which shall give to each Lender prompt notice thereof by facsimile. Each such notice of a Borrowing (a “Notice of Borrowing”) which shall be a Business Day) comprised of a USBR Advance or a Canadian Prime Rate Advance (or such other periods as may be from time to time be agreed; provided, that the Drawing Notice in writing or respect of any Borrowing comprised of a LIBOR Advance which is to occur on the first date upon which any Advance is made under the Loan Facilities shall be effective if received by facsimile in substantially the form of Exhibit B hereto, specifying therein the requested Administrative Agent two (2) Business Days prior to such date). Each Drawing Notice shall set forth (i) date the Type of such BorrowingAdvance and amount thereof in U.S. Dollars or Canadian Dollars, as applicable; (ii) Type the location and number of Advances comprising such Borrowing, the Designated Account; and (iii) aggregate amount of such Borrowing, and (iv) in the case of a Borrowing consisting comprised of Eurodollar Rate LIBOR Advances, the initial Interest Period for therefor. The Administrative Agent shall give each such applicable Lender prompt notice of any Drawing Notice received from a Borrower and of each Lender’s Pro Rata Share of any resulting Advance. Each Lender shall, in the case of a Borrowing consisting of Base Rate Advances, before 2:00 p.m. on On the date of each such Borrowing, and in the case of a Borrowing consisting of Eurodollar Rate Advances, before 11:00 a.m. on date of such Borrowing, each Lender will make available for the account of its Applicable Lending Office to the Administrative Agent at in the Agent’s Account, in same day fundsimmediately available funds in U.S. Dollars in the case of Borrowings comprised of LIBOR Advances or USBR Advances, or in Canadian Dollars in the case of Borrowings comprised of Canadian Prime Rate Advances, such Lender’s Ratable Pro Rata Share of such Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article IIIARTICLE 3, the Administrative Agent will make such funds available to the Borrower at the Agent’s address referred to in Section 8.02 or as requested by the Borrower in the applicable Notice Designated Account or Designated Accounts of Borrowingthe relevant Borrower.

Making the Advances. (a) Except as otherwise provided in Section 2.03(c), each Each Borrowing shall be made on notice, given not later than 11:00 AM. (xBoston, Massachusetts time) 12:00 noon on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar Rate Advances Advances, or not later than 9:30 AM. (yBoston, Massachusetts time) 12:00 noon on the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances, by the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof by facsimiletelecopier. Each such notice of a Borrowing (a “"Notice of Borrowing”") shall be by telephone, confirmed immediately in writing writing, or by facsimile telecopier, in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of such Borrowing, (ii) Type of Advances comprising such Borrowing, (iii) aggregate amount of such Borrowing, and (iv) in the case of a Borrowing consisting of Eurodollar Rate Advances, initial Interest Period for each such Advance. Each Lender shall, in the case of a Borrowing consisting of Base Rate Advances, before 2:00 p.m. P.M. (Boston, Massachusetts time) on the date of such Borrowing, and in the case of a Borrowing consisting of Eurodollar Rate Advances, before 11:00 a.m. on date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s 's Account, in same day funds, such Lender’s Ratable Share 's ratable portion of such Borrowing. After the Administrative Agent’s 's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower at the Agent’s address referred Borrower's Account. (b) Anything in subsection (a) above to in Section 8.02 or as requested by the contrary notwithstanding, (i) the Borrower may not select Eurodollar Rate Advances for any Borrowing if the aggregate amount of such Borrowing is less than $5,000,000 or if the obligation of the Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.07 or 2.11 and (ii) Eurodollar Rate Advances may not be outstanding as part of more than ten separate Borrowings. (c) Each Notice of Borrowing shall be irrevocable and binding on the Borrower. In the case of any Borrowing that the related Notice of Borrowing specifies is to be comprised of Eurodollar Rate Advances, the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (d) Unless the Administrative Agent shall have received notice by telegram or telecopier from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender's ratable portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with subsection (a) of this Section 2.02 and the Administrative Agent may (but it shall not be required to), in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to the Administrative Agent, such Lender and the Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable Notice at the time to Advances comprising such Borrowing and (ii) in the case of such Lender, the Federal Funds Effective Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender's Advance as part of such Borrowing for purposes of this Agreement. (e) The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing. SECTION 2.03.

Making the Advances. (a) Except as otherwise provided in Section 2.03(c), each Each Borrowing shall be made on noticenotice by a Borrower, given not later than (x) 12:00 noon 11:30 A.M. (Local Time) on (1) the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing in an Alternative Currency or (2) the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing in Dollars consisting of Eurodollar Eurocurrency Rate Advances or (y) 12:00 noon 11:30 A.M. (New York time) on the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances, by the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof by facsimiletelecopier or other electronic communication. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be in writing or by facsimile telephone, and if by telephone, confirmed immediately in writing, including by telecopier (or other electronic communication) in substantially the form of Exhibit B A hereto, specifying therein the requested (i) date of such BorrowingBorrowing (which shall be a Business Day), (ii) Type and currency of Advances comprising such Borrowing, (iii) aggregate amount of such Borrowing, (iv) initial Interest Period for such Advance, if such Borrowing is to consist of Eurocurrency Rate Advances, (v) that the proceeds of the Borrowing should be credited to an account the details of which have been previously provided by the applicable Borrower to the Administrative Agent in writing and (ivvi) whether such notice is conditioned on the occurrence of any event and if such notice is so conditioned, a description of such event. Each Lender shall, before 12:00 P.M. (Local Time) in the case of a Borrowing consisting of Eurodollar Rate Advances, initial Interest Period for each such Advance. Each Lender shall, Advances in an Alternative Currency and 1:30 P.M. (New York City time) in the case of a Borrowing consisting of Base Rate Advances, before 2:00 p.m. Advances in Dollars on the date of such Borrowing, and in the case of a Borrowing consisting of Eurodollar Rate Advances, before 11:00 a.m. on date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the applicable Administrative Agent’s AccountOffice, in same day funds, such Lender’s Ratable Share ratable portion of such Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower at the Agent’s address referred to in Section 8.02 or as requested by the applicable Borrower in immediately available funds to the account specified by such Borrower to the Administrative Agent in a signed writing delivered to the Administrative Agent on or prior to the time the applicable Notice of BorrowingBorrowing is delivered (or such later time as the Administrative Agent shall agree).

Making the Advances. (a) Except as otherwise provided in Section 2.03(c), each Each Borrowing shall be made on notice, given not later than (x) 12:00 noon 11:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar Rate Advances or (y) 12:00 noon 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 Advances, by the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof by facsimiletelecopier or other electronic communication. Each such notice of a Borrowing shall be by (x) telephone or (y) notice in substantially the form of Exhibit A hereto or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent) (a “Notice of Borrowing”) shall ), provided that any telephone notice must be in writing or confirmed immediately by facsimile in substantially delivery to the form Administrative Agent of Exhibit B heretoa Notice of Borrowing, specifying therein the requested (i) date of such BorrowingBorrowing (which shall be a Business Day), (ii) Type of Advances comprising such Borrowing, (iii) aggregate amount of such Borrowing, and Borrowing (iv) in the case of a Borrowing consisting of Eurodollar Rate Advances, initial Interest Period for each such Advance, if such Borrowing is to consist of Eurodollar Rate Advances and (v) account or accounts in which the proceeds of the Borrowing should be credited. Each Lender shall, in the case of a Borrowing consisting of Base Rate Advances, before 2:00 p.m. 1:00 P.M. (New York City time) on the date of such Borrowing, and in the case of a Borrowing consisting of Eurodollar Rate Advances, before 11:00 a.m. on date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the applicable Administrative Agent’s AccountOffice, in same day funds, such Lender’s Ratable Share ratable portion of such Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower at in immediately available funds to the Agent’s address referred to in Section 8.02 account or as requested accounts specified by the Borrower to the Administrative Agent in the applicable Notice of Borrowing relating to the applicable Borrowing.

Making the Advances. . ii) (a) Except as otherwise provided in Section 2.03(c)2.02(b) or 2.03, each Borrowing shall be made on notice, given not later than (x) 12:00 noon 11:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar Term SOFR Advances, Daily Simple XXXXX Advances or Eurocurrency Rate Advances or (y) 12:00 noon on the date Business Day of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances, by the Applicableapplicable Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof by facsimiletelex or telecopier. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing writing, or by facsimile telex or telecopier or electronic mail, in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of such Borrowing, (ii) the Facility under which such Borrowing is to be made, (iii) Type of Advances comprising such Borrowing, (iiiiv) aggregate amount of such Borrowing, Borrowing and (ivv) in the case of a Borrowing consisting of Eurodollar Term SOFR Advances and/or Eurocurrency Rate Advances, initial Interest Period and currency for each such Advance. Each Lender shall, before 11:00 A.M. (New York City time) on the date of such Borrowing in the case of a Borrowing consisting of Base Rate AdvancesEurocurrency RateTerm SOFR Advances denominated in Dollars, and before 2:00 p.m. 9:00 A.M. (New York City time) on the date of such Borrowing, and Borrowing in the case of a Borrowing consisting of Eurodollar Eurocurrency Rate Advances, before 11:00 a.m. on date of such BorrowingAdvances or Daily Simple XXXXX Advances denominated in any Committed Currency, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account, in same day funds, such LenderXxxxxx’s Ratable Share ratable portion of such BorrowingBorrowing in accordance with the respective Commitments of such Lender and the other Lenders. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Applicableapplicable Borrower at by crediting the AgentApplicableapplicable Borrower’s address referred to in Section 8.02 Account or such other account as requested by the Applicableapplicable Borrower shall request; provided, however, that, in the applicable Notice case of Revolving Credit Advances, the Administrative Agent shall first apply such funds to prepay ratably the aggregate principal amount of any Swing Line Advances and Letter of Credit Advances outstanding on the date of such Borrowing, plus interest accrued and unpaid thereon to and as of such date.

Making the Advances. (a) Except as otherwise provided in Section 2.03(c), each Each Borrowing shall be made on noticenotice by the Borrower, given not later than (x) 12:00 noon 9:00 A.M. (Local Time) on the third Business Day (or in the case of Advances denominated in Sterling, on the Business Day) prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar Eurocurrency Rate Advances or (y) 12:00 noon 9:00 A.M. (Chicago time) on the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances, by the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof by facsimiletelecopier or other electronic communication. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing writing, including by telecopier (or by facsimile other electronic communication) in substantially the form of Exhibit B A hereto, specifying therein the requested (i) date of such BorrowingBorrowing (which shall be a Business Day), (ii) Type of Advances comprising such Borrowing, (iii) aggregate amount of such Borrowing, (iv) initial Interest Period for such Advance, if such Borrowing is to consist of Eurocurrency Rate Advances, and (ivv) account or accounts in which the proceeds of the Borrowing should be credited. Each Lender shall, before 12:00 P.M. (London time) in the case of a Borrowing consisting of Eurodollar Rate Advances, initial Interest Period for each such Advance. Each Lender shall, Advances in Sterling and 11:00 A.M. (Chicago time) in the case of a Borrowing consisting of Base Rate Advances, before 2:00 p.m. Advances in Dollars on the date of such Borrowing, and in the case of a Borrowing consisting of Eurodollar Rate Advances, before 11:00 a.m. on date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the applicable Administrative Agent’s AccountOffice, in same day funds, such Lender’s Ratable Share ratable portion of such Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower at in immediately available funds to the Agent’s address referred to in Section 8.02 account or as requested accounts specified by the Borrower to the Administrative Agent in the applicable Notice of Borrowing relating to the applicable Borrowing.

Making the Advances. (a) Except as otherwise provided in Section 2.03(c), each Each Borrowing shall be made on notice, given not later than 12:00 Noon (xCleveland, Ohio time) 12:00 noon on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar Rate Advances Advances, or not later than 1:00 P.M. (yCleveland, Ohio time) 12:00 noon on the date one Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances, by the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof by facsimiletelex or telecopier. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing writing, or by facsimile telex or telecopier or e-mail, in each case in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of such Borrowing, (ii) Type of Advances comprising such Borrowing, (iii) aggregate amount of such Borrowing, Borrowing and (iv) in the case of a Borrowing consisting of Eurodollar Rate Advances, initial Interest Period for each such Advance. Each Lender shall, before 12:00 Noon (Cleveland, Ohio time) on the date of such Borrowing in the case of a Borrowing consisting of Eurodollar Rate Advances and 1:00 P.M. (Cleveland, Ohio time) on the date of such Borrowing in the case of a Borrowing consisting of Base Rate Advances, before 2:00 p.m. on the date of such Borrowing, and in the case of a Borrowing consisting of Eurodollar Rate Advances, before 11:00 a.m. on date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account, in same day funds, such Lender’s Ratable Share ratable portion of such BorrowingBorrowing in accordance with the respective Commitments of such Lender and the other Lenders. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower at by crediting the AgentBorrower’s address referred to in Section 8.02 or as requested by the Borrower in the applicable Notice of BorrowingAccount.

Making the Advances. (a) Except as otherwise provided in Section 2.03(c)Sections 2.02(b) or 2.03, each Borrowing shall be made on notice, given not later than (x) 12:00 noon 11:00 A.M. on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar Rate Advances Advances, or (y) 12:00 noon on the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances, by the Borrower to the Administrative Agent, which shall give to each Appropriate Lender prompt notice thereof by facsimilethereof. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be in writing writing, or by facsimile telephone, confirmed promptly in writing, or telex or telecopier, in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of such Borrowing, (ii) Facility under which such Borrowing is to be made, (iii) Type of Advances comprising such Borrowing, (iiiiv) aggregate amount of such Borrowing, Borrowing and (ivv) in the case of a Borrowing consisting of Eurodollar Rate Advances, the initial Interest Period for each such Advance. Each Appropriate Lender shall, before 11:00 A.M. in the case of a Borrowing consisting of Eurodollar Rate Advances and 2:00 P.M. in the case of a Borrowing consisting of Base Rate Advances, before 2:00 p.m. in each case on the date of such Borrowing, and in the case of a Borrowing consisting of Eurodollar Rate Advances, before 11:00 a.m. on date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account, in same day funds, such Lender’s Ratable Share ratable portion of such BorrowingBorrowing in accordance with the respective Commitments under the applicable Facility of such Lender and the other Appropriate Lenders. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower at by crediting the AgentBorrower’s address referred to in Section 8.02 or as requested by Account no later than 2:00 P.M. on the Borrower date of such Borrowing); provided, however, that, in the applicable Notice case of any Revolving Credit Borrowing, the Administrative Agent shall first apply such funds to prepay ratably the aggregate principal amount of any Swing Line Advances and L/C Credit Extensions outstanding at such time, together with interest accrued and unpaid thereon to and as of such date.

Making the Advances. (a) Except as otherwise provided in Section 2.03(c), each Each Borrowing other than a Swing Line Borrowing shall be made on notice, given not later than (xA) 12:00 noon (New York City time) on the first Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances, (B) 12:00 noon (New York City time) on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar Rate Advances or (y) 12:00 noon on the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances, by the relevant Borrower to the Administrative Agent, which shall give to each Appropriate Lender prompt notice thereof by facsimiletelex, telecopier or cable. Each such notice of a Borrowing (a “"Notice of Borrowing”") shall be in writing by telex, telecopier or by facsimile cable, in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of such BorrowingBorrowing (which shall be a Business Day), (ii) Type of Advances comprising such Borrowing, (iii) aggregate amount of such Borrowing, Borrowing and (iv) in the case of a Borrowing consisting of Eurodollar Rate Advances, initial Interest Period for each such Advance. Each Lender shall, in In the case of a proposed Borrowing consisting of Base Rate Advances, before 2:00 p.m. on the date of such Borrowing, and in the case of a Borrowing consisting comprised of Eurodollar Rate Advances, the Administrative Agent shall promptly notify each Appropriate Lender of the applicable interest rate under Section 2.06(a)(ii). Each Appropriate Lender shall, before 11:00 a.m. 12:00 noon (New York City time) on the date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s 's Account, in same day funds, such Lender’s Ratable 's Pro Rata Share of such Borrowing. After the Administrative Agent’s 's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower at giving the Agent’s address referred to in Section 8.02 or as requested by the Borrower in the applicable Notice of BorrowingBorrowing by crediting the GNI Borrower Account or the GNC Borrower Account, as appropriate.

Making the Advances. (a) Except as otherwise provided in Section 2.03(c), each Each Borrowing shall be made on noticenotice by the Company (or, if such Borrower is a Borrowing Subsidiary, by the Company on behalf of such Borrowing Subsidiary) to the Administrative Agent, given not later than (x) 12:00 noon Noon (New York time) on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar Eurocurrency Rate Advances or (y) 12:00 noon Noon (New York City time) on the date day of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances, by the Borrower to the Agent, which shall give to each Lender Bank prompt notice thereof by facsimiletelecopier. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed in writing writing, or by facsimile telecopier in substantially the form of Exhibit B D hereto, specifying therein the requested (i) date of such Borrowing, (ii) Type type of Advances comprising such Borrowing, (iii) the aggregate amount of such Borrowing, and (iv) in the case of a Borrowing consisting of Eurodollar Eurocurrency Rate Advances, initial Interest Period and currency for each such AdvanceAdvance and (v) whether such Borrowing is to be made by the Company or by a specified Borrowing Subsidiary. Each Lender Bank shall, before 1:00 P.M. (New York City time) on the date of such Borrowing, in the case of a Borrowing consisting of Base Rate Advances, and before 2:00 p.m. 12:00 Noon (New York time) on the date of such Borrowing, and in the case of a Borrowing consisting of Eurodollar Eurocurrency Rate Advances, before 11:00 a.m. on date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Agent’s Account, Account in same same-day funds, such LenderBank’s Ratable Share ratable portion (determined in accordance with Section 2.01) of such Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the applicable Borrower at the Administrative Agent’s address referred to in Section 8.02 10.02 or as requested by the Borrower in at the applicable Notice of BorrowingPayment Office, as the case may be.

Making the Advances. (a) Except The initial Borrowing as otherwise provided in Section 2.03(c), each Borrowing of the Effective Date shall be made on notice, given not later than 11:00 A.M. (xCharlotte, North Carolina time) 12:00 noon on the third Business Day prior to the date of the such proposed Borrowing in the case of a such Borrowing consisting of Eurodollar Rate Advances Advances, or (y) 12:00 noon on the same date of the such proposed Borrowing (which shall be a Business Day) in the case of a such Borrowing consisting of Base Rate Advances, by the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof by facsimilethereof. Each such Such notice of a Borrowing (a the “Notice of Borrowing”) shall be in writing writing, or by facsimile telephone, confirmed immediately in writing, or by telecopier or electronic communication, in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of such Borrowing, (ii) Type of Advances comprising such Borrowing, (iii) aggregate amount of such Borrowing, Borrowing and (iv) in the case of a such Borrowing consisting of Eurodollar Rate Advances, initial Interest Period for each such Advance. Each Lender shall, in the case of a Borrowing consisting of Base Rate Advancesbefore 11:00 A.M. (Charlotte, before 2:00 p.m. North Carolina time) on the date of such Borrowing, and in the case of a Borrowing consisting of Eurodollar Rate Advances, before 11:00 a.m. on date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account, in same day funds, such Lender’s Ratable Share ratable portion of such BorrowingBorrowing in accordance with the respective Commitments of such Lender and the other Lenders. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower at by crediting the AgentBorrower’s address referred to in Section 8.02 or as requested by the Borrower in the applicable Notice of BorrowingAccount.

Making the Advances. (a) Except as otherwise provided in Section 2.03(c2.02(b), 2.02(h) or 2.03, each Borrowing (other than the Term Loan Advance) shall be made on notice, given not later than 2:00 P.M. (xNew York City time) 12:00 noon on the (i) third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar Rate Advances denominated in U.S. dollars, (ii) fourth Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar Rate Advances denominated in Foreign Currencies or (yiii) 12:00 noon on the first Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate AdvancesAdvances denominated in U.S. dollars, by the Borrower to the Administrative Agent, which shall give to each Appropriate Lender prompt notice thereof by facsimilethereof. Each such notice of a Borrowing (a “Notice of Borrowing”"NOTICE OF BORROWING") shall be by telephone, confirmed immediately in writing writing, or by facsimile telex or telecopier, in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of such Borrowing, (ii) Facility under which such Borrowing is to be made, (iii) Type of Advances comprising such Borrowing, (iiiiv) aggregate amount of such Borrowing, (v) the applicable currency of such Borrowing and (ivvi) in the case of a Borrowing consisting of Eurodollar Rate Advances, initial Interest Period for each such Advance. Each Appropriate Lender shall, in the case of a Borrowing consisting of Base Rate Advances, before 2:00 p.m. P.M. (New York City time) on the date of such Borrowing, and in the case of a Borrowing consisting of Eurodollar Rate Advances, before 11:00 a.m. on date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s 's Account, in same day fundsfunds and in the applicable currency, such Lender’s Ratable Share 's ratable portion of such BorrowingBorrowing in accordance with the respective Commitments under the applicable Facility of such Lender and the other Appropriate Lenders. After the Administrative Agent’s 's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower at by crediting the Agent’s address referred Borrower's Account; provided, however, that, in the case of any Revolving Credit Borrowing denominated in U.S. dollars, the Administrative Agent shall first make a portion of such funds equal to in Section 8.02 or as requested the aggregate principal amount of any Swing Line Advances and Letter of Credit Advances made by the Borrower in Swing Line Bank or the applicable Notice Issuing Bank, as the case may be, and by any other Revolving Credit Lender and outstanding on the date of such Revolving Credit Borrowing, plus interest accrued and unpaid thereon to and as of such date, available to the Swing Line Bank or the Issuing Bank, as the case may be, and such other Revolving Credit Lenders for repayment of such Swing Line Advances and Letter of Credit Advances.

Making the Advances. (a) Except as otherwise provided in Section 2.03(c)Sections 2.03 or 2.20, each Borrowing shall be made on notice, given by the Borrower to the Administrative Agent (which shall give to each Appropriate Lender prompt notice thereof), which notice may be given by: (A) telephone or (B) a Notice of Borrowing; provided that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Notice of Borrowing. Each such Notice of Borrowing must be received by the Administrative Agent not later than 11:00 A.M. on (xi) 12:00 noon on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar Rate Advances or (yii) 12:00 noon on the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances, by the Borrower to the Agent, which shall give to each Lender prompt notice thereof by facsimile. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be in writing or by facsimile in substantially the form of Exhibit B hereto, specifying Borrowing and each telephonic notice must specify therein the requested (i) date of such Borrowing, (ii) Type of Advances comprising such Borrowing, (iii) aggregate amount of such Borrowing, Borrowing and (iv) in the case of a Borrowing consisting of Eurodollar Rate Advances, the initial Interest Period for each such Advance. Each Appropriate Lender shall, before 11:00 A.M. in the case of a Borrowing consisting of Eurodollar Rate Advances and 2:00 P.M. in the case of a Borrowing consisting of Base Rate Advances, before 2:00 p.m. in each case on the date of such Borrowing, and in the case of a Borrowing consisting of Eurodollar Rate Advances, before 11:00 a.m. on date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account, in same day funds, such Lender’s Ratable Share ratable portion of such BorrowingBorrowing in accordance with the respective Commitments under the applicable Facility of such Lender and the other Appropriate Lenders. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower at the Agent’s address referred to Borrower, in Section 8.02 or like funds as requested received by the Borrower Administrative Agent, either by (i) crediting the Borrower’s Account with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower; provided, however, that, in the applicable Notice case of any Revolving Credit Borrowing, the Administrative Agent shall first apply such funds to prepay ratably the aggregate principal amount of any L/C Borrowings outstanding at such time, together with interest accrued and unpaid thereon to and as of such date.

Making the Advances. (a) Except as otherwise provided in Section 2.03(c)2.03, each Borrowing with respect to the applicable Type of Advance shall be made on notice, given not later than 12:00 Noon (xNew York City time) 12:00 noon on the third second Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar Rate Advances Advances, or not later than 1:00 P.M. (yNew York City time) 12:00 noon on the first Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances, by the Borrower to the Administrative Agent, which shall give to each applicable Lender prompt notice thereof by facsimiletelex or telecopier or e-mail. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing writing, or by facsimile telex or telecopier or e-mail, in each case in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of such Borrowing, (ii) Type of Advances comprising such Borrowing, (iii) aggregate amount of such Borrowing, Borrowing and (iv) in the case of a Borrowing consisting of Eurodollar Rate Advances, initial Interest Period for each such Advance. Each Lender shallshall subject to the terms of this Agreement, before 12:00 Noon (New York City time) on the date of such Borrowing in the case of a Borrowing consisting of Eurodollar Rate Advances and 1:00 P.M. (New York City time) on the date of such Borrowing in the case of a Borrowing consisting of Base Rate Advances, before 2:00 p.m. on the date of such Borrowing, and in the case of a Borrowing consisting of Eurodollar Rate Advances, before 11:00 a.m. on date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account, in same day funds, such Lender’s Ratable Pro Rata Share of such BorrowingBorrowing in accordance with the respective Commitments of such Lender, as applicable, and the other Lenders. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower at by crediting the AgentBorrower’s address referred Account; provided, however, that the Administrative Agent shall first make a portion of such funds which are a Revolving Credit Advance equal to in Section 8.02 or as requested the aggregate principal amount of any Swing Line Advances and Letter of Credit Advances made by the Borrower in Swing Line Bank or any Issuing Bank, as the applicable Notice case may be, and by any other Lender and outstanding on the date of such Borrowing, plus interest accrued and unpaid thereon to and as of such date, available to the Swing Line Bank or such Issuing Bank, as the case may be, and such other Lenders for repayment of such Swing Line Advances and Letter of Credit Advances.

Making the Advances. (a) Except as otherwise provided in Section 2.03(c), Each Borrowing and each Borrowing continuation of Eurodollar Rate Advances shall be made on noticeupon any Borrower’s notice to the Agent, which may be given by (A) telephone or (B) a Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Agent of a Loan Notice by electronic transmission. Each such Loan Notice must be received by the Agent not later than (xi) 12:00 noon 11:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of, or continuation of Eurodollar Rate Advances or (yii) 12:00 noon 11:00 A.M. (New York City time) on the date day of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances, by the Borrower to the Agent, which shall give to each Lender prompt notice thereof by facsimile. Each such notice of a Borrowing (a “Loan Notice of Borrowing”) shall be in writing or by facsimile in substantially the form of Exhibit B hereto, specifying therein the requested specify (i) date whether the applicable Borrower is requesting a Borrowing or a continuation of such BorrowingEurodollar Rate Advances, (ii) the requested date of such Borrowing or continuation, as the case may be (which shall be a Business Day), (iii) the Type of Advances comprising such Borrowing, (iiiiv) aggregate amount of such Borrowing, Borrowing or continuation and (ivv) in the case of a Borrowing consisting of Eurodollar Rate Advances, initial Interest Period for each such Advance. Each Lender shall, before (x) in the case of a Borrowing consisting of Base Eurodollar Rate AdvancesAdvance, before 2:00 p.m. on the date of such Borrowing, and 11:00 A.M. (New York City time) or (y) in the case of a Borrowing consisting of Eurodollar Base Rate AdvancesAdvance, before 11:00 a.m. 1:00 P.M. (New York City time) on the date of such Borrowing, make available for the account of its Applicable Lending Office to the Agent at the Agent’s AccountOffice, in same day funds, such Lender’s Ratable Share ratable portion of such Borrowing. After the Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds available to the Borrower requesting the Borrowing at the Agent’s address referred to in Section 8.02 or as requested by the Borrower in the applicable Notice of Borrowing9.02.

Making the Advances. (a) Except as otherwise provided in Section 2.03(c)Any Revolving Advance shall, each Borrowing shall at the option of the Borrowers, be made on notice, given not later than (x) 12:00 noon on the third Business Day prior to the date of the proposed Borrowing in the case of either as a Borrowing consisting of Eurodollar Rate Advances or (y) 12:00 noon on the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate AdvancesAdvance or as a LIBO Rate Advance (except for the first three Business Days after the Agreement Date, by during which period the Borrower to the AgentAdvances shall bear interest as a Base Rate Advance); provided, which shall give to each Lender prompt notice thereof by facsimile. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be in writing or by facsimile in substantially the form of Exhibit B heretohowever, specifying therein the requested that (i) date if the Borrowers fail to give the Administrative Agent written notice specifying whether a LIBO Rate Advance is to be repaid or reborrowed on the last day of the applicable Interest Period for such BorrowingLIBO Rate Advance, such LIBO Rate Advance shall be repaid and then reborrowed as a Base Rate Advance on such date, and (ii) Type of Advances comprising such Borrowingthe Borrowers may not select a LIBO Rate Advance (A) with respect to the Swing Line Advances, (iiiB) aggregate amount with respect to an Advance, the proceeds of which are to reimburse an Issuing Bank pursuant to Section 2.1(c) hereof, or (C) if, at the time of such BorrowingAdvance, a Default or an Event of Default has occurred and is continuing. Each Revolving Advance shall be made, to the extent that a Lender is so obligated under Section 2.1, on written notice from the Borrower requesting such Revolving Advance to the Administrative Agent delivered before 11:00 A.M. (ivNew York City time) on, (i) in the case of a Borrowing consisting LIBO Rate Advance, a Business Day which is at least three (3) Business Days prior to the first day of Eurodollar Rate Advances, initial the Interest Period for each such LIBO Rate Advance. Each Lender shall, and (ii) in the case of a Borrowing consisting of Base Rate AdvancesAdvance, on or before 2:00 p.m. on the Business Day for the making of such Advance, in each case, specifying (v) whether the Revolving Advance is a new borrowing, or a continuation or Conversion of, a Revolving Advance under the Commitments, (w) the Type of Revolving Advance to be made, (x) the date on which such Revolving Advance is to be made, (y) the amount of such BorrowingRevolving Advance (which amounts shall be allocated by the Administrative Agent among the Lenders, on a pro rata basis in accordance with each Lender's Pro Rata Share of such Revolving Advance), and (z) in the case of a Borrowing consisting of Eurodollar proposed LIBO Rate Advances, the Interest Period therefor (which Interest Period shall be the same for each Lender) (such written notice to be substantially in the form of Exhibit C attached hereto, and being hereinafter referred to as the "Notice of Borrowing"). Each such Notice of Borrowing shall be sent by electronic mail or facsimile and signed by the chief financial officer of any of the Borrowers or Vice President of Corporate Finance or the Senior Director of Treasury or corporate controller of Del Monte Fresh Produce Company. Each Lender making a Revolving Advance shall, before 11:00 a.m. 1:00 P.M. (New York City time) on the date of such BorrowingRevolving Advance is to be made, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s 's Account, in same day funds, such Lender’s Ratable 's Pro Rata Share of such BorrowingAdvance. After the Administrative Agent’s 's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III3, the Administrative Agent will make such funds available to the requesting Borrower at by crediting the Agent’s address referred to in Section 8.02 or as requested by the account of such Borrower set forth in the applicable Notice of BorrowingBorrowing pursuant to which the Advance is being made.

Making the Advances. (a) Except as otherwise provided in Section 2.03(c), each Each Borrowing shall be made on noticenotice given by the Borrower or a Borrowing Subsidiary, given as the case may be, and received by the Administrative Agent, which shall give prompt notice thereof to each Lender by facsimile, not later than (x) 12:00 noon 11:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar Eurocurrency Rate Advances or denominated in Dollars, (y) 12:00 noon 4:00 P.M. (London time) on the third Business Day prior to the date of the proposed Borrowing Borrower in the case of a Borrowing consisting Eurocurrency Rate Advances denominated in Euros, or (z) 11:00 A.M. (New York City time) on the same Business Day in the case of Base Rate Advances, by the Borrower to the Agent, which shall give to each Lender prompt notice thereof by facsimile. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be in writing given by facsimile, confirmed immediately by hand or by facsimile mail, in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of such Borrowing, (ii) Type of Advances comprising such Borrowing, (iii) aggregate amount of such Borrowing, and (iv) in the case of a Borrowing consisting comprised of Eurodollar Eurocurrency Rate Advances, initial the currency and the Interest Period for each such Advance. Each Upon fulfillment of the applicable conditions set forth in Article III, each Lender shall, in the case of a Borrowing consisting of Base Rate Advances, before 2:00 p.m. 12:00 noon (New York City time) on the date of such Borrowing, and in the case of a Borrowing consisting of Eurodollar Rate Advances, before 11:00 a.m. on date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the applicable Administrative Agent’s Account, in same day immediately available funds, such Lender’s Ratable Share ratable portion of such Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will promptly make such funds available to the Borrower at the Administrative Agent’s address referred to in Section 8.02 or as requested by the Borrower in the applicable Notice of Borrowing8.02.

Making the Advances. (a) Except as otherwise provided in Section 2.03(c), each Each Borrowing shall be made on notice, given not later than (x) 12:00 noon 11:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar Eurocurrency Rate Advances or denominated in Dollars, (y) 12:00 noon 11:00 A.M. (New York City time) on the fifth Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurocurrency Rate Advances denominated in Sterling, or (z) 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 Advances, by the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof by facsimilethereof. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed promptly in writing or writing, and signed by facsimile a duly authorized officer of the Borrower in substantially the form of Exhibit B B-1 hereto, specifying therein the requested (i) date of such Borrowing, (ii) Type of Advances comprising such Borrowing, (iii) aggregate amount of such Borrowing, and (iv) in the case of a Borrowing consisting of Eurodollar Eurocurrency Rate Advances, the initial Interest Period for each and whether such AdvanceAdvance shall be in Dollars or in Sterling. Each Lender shall, in the case of a Borrowing consisting of Base Rate Advances, before 2:00 p.m. 11:00 A.M. (New York City time) on the date of such Borrowing, and in the case of a Borrowing consisting of Eurodollar Rate Advances, before 11:00 a.m. on date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account, in same day fundsSame Day Funds, such Lender’s Ratable Pro Rata Share of such Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower at the Administrative Agent’s address referred to in Section 8.02 or as requested by the Borrower in the applicable Notice of Borrowing8.02.

Making the Advances. (a) Except as otherwise provided in Section 2.03(c), each Each Borrowing shall be made on noticenotice by the Borrower, given not later than (x) 12:00 noon 9:00 A.M. (Local Time) on the third Business Day (or in the case of Advances denominated in Sterling, on the Business Day) prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar Eurocurrency Rate Advances or (y) 12:00 noon 9:00 A.M. (Chicago Time) on the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances, by the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof by facsimiletelecopier or other electronic communication. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing writing, including by telecopier (or by facsimile other electronic communication) in substantially the form of Exhibit B A hereto, specifying therein the requested (i) date of such BorrowingBorrowing (which shall be a Business Day), (ii) Type and Class of Advances comprising such Borrowing, (iii) aggregate amount of such Borrowing, (iv) initial Interest Period for such Advance, if such Borrowing is to consist of Eurocurrency Rate Advances, and (ivv) account or accounts in which the proceeds of the Borrowing should be credited. Each Lender shall, before 12:00 P.M. (London Time) in the case of a Borrowing consisting of Eurodollar Rate Advances, initial Interest Period for each such Advance. Each Lender shall, Advances in Sterling and 11:00 A.M. (Chicago Time) in the case of a Borrowing consisting of Base Rate Advances, before 2:00 p.m. Advances in Dollars on the date of such Borrowing, and in the case of a Borrowing consisting of Eurodollar Rate Advances, before 11:00 a.m. on date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the applicable Administrative Agent’s AccountOffice, in same day funds, such Lender’s Ratable Share ratable portion of such Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower at in immediately available funds to the Agent’s address referred to in Section 8.02 account or as requested accounts specified by the Borrower to the Administrative Agent in the applicable Notice of Borrowing relating to the applicable Borrowing.

Making the Advances. (a) Except as otherwise provided in Section 2.03(c), each Each Borrowing shall be made on noticenotice by the Borrower to the Agent, given not later than (x) 12:00 noon (Dallas time)(i) in the case of a Borrowing comprised of Base Rate Advances, on the date of the proposed Borrowing; and (ii) in the case of a Borrowing comprised of Eurodollar Rate Advances, on the third Business Day prior to the date of the proposed Borrowing Borrowing; provided, however, that (x) in the case of a any requested Borrowing consisting to be comprised of Eurodollar Base Rate Advances, the proceeds of which Base Rate Advances are to be applied toward the Borrower's Reimbursement Obligations under a Letter of Credit, the notice effecting such request may be given at or (y) 12:00 noon prior to 2:00 P.M. on the date of the proposed Borrowing in the case of drawing giving rise to such Reimbursement Obligation for a Borrowing consisting comprised of Base Rate AdvancesAdvances to be made on such date in the amount of such Reimbursement Obligation; and (y) if a Default or an Event of Default has occurred and is continuing, by the Borrower shall not be entitled to request Borrowings comprised of Eurodollar Rate Advances and the Agent, which Lenders shall give not be required to each Lender prompt notice thereof by facsimilemake any Advances. Each such notice of a Borrowing borrowing (a “"Notice of Borrowing”") shall be by telephone, confirmed immediately in writing (whether by telecopy, telex, cable or by facsimile otherwise), in substantially the form of Exhibit B heretoA, specifying therein the requested (i) date of such Borrowing, Borrowing (which shall be a Business Day); (ii) Type of Advances comprising such Borrowing, ; (iii) aggregate amount of such Borrowing, ; and (iv) Interest Period for such Advance in the case of a requested Borrowing consisting comprised of Eurodollar Rate Advances. Promptly after receipt of a Notice of Borrowing under this Section 3.02 (or telephonic notice in lieu thereof), the Agent shall notify each Lender by telex, telecopy, telegram, telephone or other similar form of transmission of the proposed Borrowing, and in each case of a proposed Borrowing comprised of Eurodollar Rate Advances, initial Interest Period for each such Advanceof the applicable interest rate. Each Lender shall, in the case of a Borrowing consisting of Base Rate Advances, before 2:00 p.m. Noon (Dallas time) on the date of such Borrowing, and in the case of a Borrowing consisting of Eurodollar Rate Advances, before 11:00 a.m. on date of such Borrowing, make available for the account of its Applicable Lending Office to the Agent at the Agent’s Accountits address referred to in Section 9.02, in same day funds, such Lender’s Ratable 's Pro Rata Share of such Borrowing. After the Agent’s 's receipt of such funds funds, and upon fulfillment of the applicable conditions set forth in Article IIIV, the Agent will make such same day funds available to the Borrower at the Agent’s 's address referred to in Section 8.02 or as 9.02 in an amount equal to the amount requested by the Borrower in for such Borrowing on the applicable Notice of Borrowingdate requested by the Borrower therefor.

Making the Advances. (a) Except as otherwise provided in Section 2.03(c), each Each Borrowing shall be made on notice, given not later than (x) 10:00 A.M. (New York City time) on the date of a proposed Borrowing consisting of Base Rate Advances and (y) 12:00 noon (New York City time) on the third Business Day (or, in the case of Initial Advances, 9:00 a.m. (New York City time) on the second Business Day) prior to the date of the a proposed Borrowing in the case of a Borrowing consisting of Eurodollar Rate Advances or (y) 12:00 noon on the date of the proposed Borrowing in the case of a Borrowing consisting of Base Eurocurrency Rate Advances, in each case by the Borrower to the Administrative Agent, which shall give to each Appropriate Lender prompt notice thereof by facsimileelectronic mail. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by electronic mail or telephone, confirmed immediately in writing by hand delivery or by facsimile electronic mail, in substantially the form of Exhibit B heretoD hereto or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent) appropriately completed and signed by a Responsible Officer of the Borrower, specifying therein the requested (i) date of such Borrowing, (ii) Facility and currency of such Borrowing, (iii) in the case of the Tranche A1 Facility, the Type of Advances comprising such Borrowing, (iiiiv) aggregate amount of such Borrowing, and (ivv) in the case of a Borrowing consisting comprised of Eurodollar Eurocurrency Rate Advances, the initial Interest Period for each such AdvanceAdvance and (vi) wire transfer instructions with respect to such Borrowing. Each Appropriate Lender shall, before 1:00 P.M. (New York City time) in the case of a Borrowing consisting of Base Rate Advances, Advances or before 2:00 p.m. on the date of such Borrowing, and 11:00 A.M. (New York City time) in the case of a Borrowing consisting of Eurodollar Eurocurrency Rate Advances, before 11:00 a.m. in each case on the requested date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Agent’s Accountits applicable address referred to in Section 9.02, in same day funds, such Lender’s Ratable Share ratable portion of such Borrowing. After the Agent’s receipt of such funds and upon Upon fulfillment of the applicable conditions set forth in Article IIISection 3.02, the Administrative Agent will make such funds available to the Borrower at the Agent’s address referred to in Section 8.02 or like funds as requested received by the Borrower Administrative Agent by wire transfer of such funds in accordance with instructions provided to (and reasonably acceptable to) the applicable Notice Administrative Agent by the Borrower; it being understood and agreed that the Administrative Agent has agreed to provide the proceeds of the Initial Advances in accordance with such wiring instructions (x) with respect to the Initial Advances denominated in Euros, by 9:00 a.m. (London time) and (y) with respect to the Initial Advances denominated in U.S. Dollars, by 8:30 a.m. (New York City time), in each case prior to receipt of each Appropriate Lender’s pro rata share of such Borrowing.

Making the Advances. (a) Except as otherwise provided in Section 2.03(c), each Each Borrowing shall be made on notice, given not later than (xw) 12:00 noon 1:00 P.M. (New York City time) on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar Eurocurrency Rate Advances denominated in Dollars, (x) 4:00 P.M. (London time) on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurocurrency Rate Advances denominated in Euro, (y) 4:00 P.M. (London time) on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of XXXXX Advances or (yz) 12:00 noon 1:00 P.M. (New York City time) on the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances, by the Borrower to the Agent, which shall give to each Lender prompt notice thereof by facsimiletelecopier or email. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing writing, or by facsimile telecopier or email in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of such Borrowing, (ii) Type of Advances comprising such Borrowing, (iii) aggregate amount of such Borrowing, and (iv) in the case of a Borrowing consisting of Eurodollar Eurocurrency Rate Advances, initial Interest Period and currency for each such Advance. Each Lender shall, before 3:00 P.M. (New York City time) on the date of such Borrowing, in the case of a Borrowing consisting of Base Rate AdvancesAdvances denominated in Dollars, and before 2:00 p.m. 11:00 A.M. (London time) on the date of such Borrowing, and in the case of a Borrowing consisting of Eurodollar Eurocurrency Rate Advances denominated in any Committed Currency or consisting of XXXXX Advances, before 11:00 a.m. on date of such Borrowing, make available for the account of its Applicable Lending Office to the Agent at the applicable Agent’s Account, in same day funds, such Lender’s Ratable Share ratable portion of such Borrowing. After the Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds available to the Borrower at the Agent’s address referred to in Section 8.02 or as requested by the Borrower in at the applicable Notice of BorrowingPayment Office, as the case may be.

Making the Advances. (a) Except as otherwise provided in Section 2.03(c), each Each Borrowing shall be made on notice, given not later than (x) 12:00 noon 11:00 A.M. (New York City time) on the third U.S. Government Securities Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Term SOFR Advances, (y) 4:00 P.M. (London time) on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar Eurocurrency Rate Advances or (yz) 12:00 noon 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 Advances, by the Borrower Company (on its own behalf and on behalf of any Borrowing Subsidiary) to the Agent, which shall give to each Lender prompt notice thereof by facsimiletelecopier or email. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by e-mail, confirmed promptly in writing or by facsimile writing, in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of such Borrowing, (ii) Type of Advances comprising constituting such Borrowing, (iii) aggregate amount of such Borrowing, and (iv) in the case of a Borrowing consisting of Eurodollar Term SOFR Advances or Eurocurrency Rate Advances, the currency and initial Interest Period for each such AdvanceAdvance and (v) name of the relevant Borrower (which shall be the Company or a Borrowing Subsidiary). Each Lender shall, in the case of a Borrowing consisting of Base Rate Advances, before 2:00 p.m. 1:00 P.M. (New York City time) on the date of such Borrowing, and in the case of a Borrowing consisting of Eurodollar Rate Advances, before 11:00 a.m. on date of such Borrowing, make available for the account of its Applicable Lending Office to the Agent at the applicable Agent’s Account, in same day funds, such LenderLxxxxx’s Ratable Share ratable portion of such Borrowing. After the Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such same day funds available to the relevant Borrower at such Bxxxxxxx’s account at the Agent’s address referred to in Section 8.02 or as requested by the Borrower in the applicable Notice of Borrowing8.02.

Making the Advances. (a) Except as otherwise provided in Section 2.03(c)2.02(b) or 2.03, each Borrowing shall be made on notice, given not later than 11:00 A.M. (xNew York City time) 12:00 noon on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar Rate Advances Advances, or (y) 12:00 noon on the first Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances, by the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof by facsimiletelex or telecopier. Each such notice of a Borrowing (a “"Notice of Borrowing”") shall be by telephone, confirmed immediately in writing writing, or by facsimile telex or telecopier, in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of such Borrowing, (ii) the Facility under which such Borrowing is to be made, (iii) Type of Advances comprising such Borrowing, (iiiiv) aggregate amount of such Borrowing, Borrowing and (ivv) in the case of a Borrowing consisting of Eurodollar Rate Advances, initial Interest Period for each such Advance. Each Lender shall, in the case of a Borrowing consisting of Base Rate Advances, before 2:00 p.m. 11:00 A.M. (New York City time) on the date of such Borrowing, and in the case of a Borrowing consisting of Eurodollar Rate Advances, before 11:00 a.m. on date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s 's Account, in same day funds, such Lender’s Ratable Share 's ratable portion of such BorrowingBorrowing in accordance with the respective Commitments of such Lender and the other Lenders. After the Administrative Agent’s 's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower at by crediting the Agent’s address referred to in Section 8.02 Borrower's Account or such other account as requested by the Borrower shall request; provided, however, that, in the applicable Notice case of Revolving Credit Advances, the Administrative Agent shall first apply such funds to prepay ratably the aggregate principal amount of any Swing Line Advances and Letter of Credit Advances outstanding on the date of such Borrowing, plus interest accrued and unpaid thereon to and as of such date.

Making the Advances. (a) Except as otherwise provided in Section 2.03(c), each Each Borrowing shall be made on notice, given not later than 1:00 p.m. (xNew York City time) 12:00 noon on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar Rate Advances Advances, or (y) 12:00 noon on the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances, by the Borrower Company to the Administrative Agent, which shall give to each Lender Bank prompt notice thereof by facsimiletelecopier. Each such notice of a Borrowing (a “"Notice of Borrowing”") shall be by telecopier, confirmed promptly in writing or by facsimile writing, in substantially the form of Exhibit B heretoB, specifying therein the requested (i) date of such Borrowing, (ii) Type of Advances comprising such Borrowing, (iii) aggregate amount of such Borrowing, Borrowing and (iv) in the case of a Borrowing consisting of Eurodollar Rate Advances, initial Interest Period for each such Advance. Each Lender Bank shall, in the case of a Borrowing consisting of Base Rate Advancesbefore 11:00 a.m. (New York City time), before 2:00 p.m. on the date of such Borrowing, and in the case of a Borrowing consisting of Eurodollar Rate Advances, or before 11:00 a.m. 2:30 p.m. (New York City time), in the case of a Borrowing consist-ing of Base Rate Advances, on the date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s 's Account, in same day funds, such Lender’s Ratable Share Bank's ratable portion of such Borrowing. After the Administrative Agent’s 's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article IIIV, the Administrative Agent will make such same day funds available to the Borrower Company at the Company's account at the Administrative Agent’s 's address referred to in Section 8.02 or 10.02; provided that Advances made to finance an LC Reimbursement Obligation as requested provided in Section 2.02 shall be remitted by the Borrower in Administrative Agent to the applicable Notice of Borrowingrespective Issuing Bank or the Banks as their interests may appear.

Making the Advances. (a) Except as otherwise provided in Section 2.03(c)2.02(b) or 2.03, each Borrowing shall be made on notice, given not later than 10:00 A.M. (xChicago time) 12:00 noon on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar Rate Advances Advances, or (y) 12:00 noon on the date Business Day of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances, by the Borrower to the Administrative Agent, which shall give to each Appropriate Lender prompt notice thereof by facsimiletelex or telecopier. Each such notice of a Borrowing (including, without limitation any such notice given under Section 2.02(b)) (each, a “"Notice of Borrowing”") shall be by telephone, confirmed immediately in writing writing, or by facsimile telex or telecopier, in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of such Borrowing, (ii) Facility under which such Borrowing is to be made, (iii) Type of Advances comprising such Borrowing, (iiiiv) aggregate amount of such Borrowing, Borrowing and (ivv) in the case of a Borrowing consisting of Eurodollar Rate Advances, initial Interest Period for each such Advance. Each Appropriate Lender shall, in the case of a Borrowing consisting of Base Rate Advances, before 2:00 p.m. 11:00 A.M. (Chicago time) on the date of such Borrowing, and in the case of a Borrowing consisting of Eurodollar Rate Advances, before 11:00 a.m. on date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s 's Account, in same day funds, such Lender’s Ratable Share 's ratable portion of such BorrowingBorrowing in accordance with the respective Commitments under the applicable Facility of such Lender and the other Appropriate Lenders. After the Administrative Agent’s 's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower at by transferring such funds to the Agent’s address referred Borrower's Account; provided, however, that, in the case of any Working Capital Borrowing, the Administrative Agent shall first make a portion of such funds equal to in Section 8.02 or as requested the aggregate principal amount of any Letter of Credit Advances made by the Borrower in Issuing Bank and by any other Working Capital Lender and outstanding on the applicable Notice date of such Working Capital Borrowing, plus interest accrued and unpaid thereon to and as of such date, available to the Issuing Bank and such other Working Capital Lenders for repayment of such Letter of Credit Advances.

Making the Advances. (a) Except as otherwise provided in Section 2.03(c)2.03, each Borrowing shall be made on notice, given not later than 11:00 A.M. (xCharlotte, North Carolina time) 12:00 noon on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar Rate Advances Advances, or (y) 12:00 noon on the Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances, by the Borrower to the Administrative Agent, which shall give to each Appropriate Lender prompt notice thereof by facsimiletelex or telecopier. Each such notice of a Borrowing (a “"Notice of Borrowing”") (A) shall be by telephone, confirmed immediately in writing writing, or by facsimile telex or telecopier, in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of such Borrowing, (ii) Type of Advances comprising such Borrowing, (iii) aggregate amount of such Borrowing, Borrowing and (iv) in the case of a Borrowing consisting of Eurodollar Rate Advances, the initial Interest Period for each such AdvanceAdvances and (B) shall be accompanied by the certificate of the Chief Financial Officer of the Borrower required by Section 3.02(c). Each Appropriate Lender shall, in the case of a Borrowing consisting of Base Rate Advancesbefore 11:00 A.M. (Charlotte, before 2:00 p.m. North Carolina time) on the date of such Borrowing, and in the case of a Borrowing consisting of Eurodollar Rate Advances, before 11:00 a.m. on date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s 's Account, in same day funds, such Lender’s Ratable 's Pro Rata Share of such BorrowingBorrowing in accordance with the respective Commitments under the applicable Facility of such Lender and the other Appropriate Lenders. After the Administrative Agent’s 's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower at by crediting the Agent’s address referred Borrower's Account; provided, however, that, in the case of any Borrowing, the Administrative Agent shall first make a portion of such funds equal to in Section 8.02 or as requested the aggregate principal amount of any Letter of Credit Advances made by the Borrower in Issuing Bank and by any other Working Capital Lender and outstanding on the applicable Notice date of such Borrowing, plus interest accrued and unpaid thereon to and as of such date, available to the Issuing Bank and such other Working Capital Lenders for repayment of such Letter of Credit Advances.

Making the Advances. (a) Except as otherwise provided in Section 2.03(c)2.02(b) or 2.03, each Borrowing shall be made on notice, given not later than 11:00 A.M. (xNew York City time) 12:00 noon on (A) the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar Rate Advances Advances, or (yB) 12:00 noon on the first Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances or (C) the first Canadian Business Day prior to the date of the proposed Borrowing, in the case of a Canadian Advance or (D) the third Canadian Business Day prior to the date of the proposed Borrowing in the case of Bankers’ Acceptances and BA Equivalent Advances, in each case by the applicable Borrower to the Administrative Agent, which shall give to each Appropriate Lender prompt notice thereof by facsimiletelecopier or electronic communication. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing writing, or by facsimile telecopier, in substantially the form of Exhibit B B-1 hereto, specifying therein the requested (i) date of such Borrowing, (ii) Facility under which such Borrowing is to be made, (iii) Type of Advances comprising such Borrowing (in the case of a US Revolving Credit Borrowing), (iiiiv) aggregate amount of such Borrowing, and (ivv) in the case of a Borrowing consisting of Eurodollar Rate Advances, initial Interest Period for each such Advance and the currency of each such Advance. Each Lender shall; provided, that for the first 2 weeks after the Initial Borrowing Period, the Borrowers may only select Interest Periods of one month for any Eurodollar Rate Advance and (vi) in the case of a Borrowing consisting of Base Rate Bankers’ Acceptances and BA Equivalent Advances, before 2:00 p.m. on the date term of each such Borrowing, and in the case of a Borrowing consisting of Eurodollar Rate AdvancesAdvance. Each Appropriate Lender shall, before 11:00 a.m. A.M. (New York City time) on the date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account, in same day funds, such Lender’s Ratable Share ratable portion of such BorrowingBorrowing in accordance with the respective Commitments under the applicable Facility of such Lender and the other Appropriate Lenders. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the applicable Borrower at by crediting the AgentBorrower’s address referred to in Section 8.02 or as requested by the Borrower Account; provided, however, that in the applicable Notice case of any US Revolving Credit Borrowing, the Administrative Agent shall first make (x) a portion of such funds equal to the aggregate principal amount of any Canadian Revolving Credit Advances (other than any Bankers’ Acceptance and any outstanding Notional Bankers’ Acceptance) and Canadian Letter of Credit Advances made by any Canadian Lender or any Canadian Issuing Bank, as the case may be, and by any other US Revolving Credit Lender and outstanding on the date of such US Revolving Credit Borrowing, plus interest accrued and unpaid thereon to and as of such date, available to such Canadian Lender or such Canadian Issuing Bank, as the case may be, and such other US Revolving Credit Lenders for repayment of such Canadian Revolving Credit Advances and Canadian Letter of Credit Advances, (y) a portion of such funds equal to the aggregate principal amount of any US Revolving Letter of Credit Advances and any Swing Line Advances made by any Swing Line Bank or any US Issuing Bank, as the case may be, and by any other US Revolving Credit Lender and outstanding on the date of such US Revolving Credit Borrowing, plus interest accrued and unpaid thereon to and as of such date, available to such Swing Line Bank or US Issuing Bank, as the case may be, and such other US Revolving Credit Lenders for repayment of such US Revolving Letter of Credit Advances and Swing Line Advances and (z) a portion of such funds equal to the Face Amount of any Bankers’ Acceptance and any outstanding Notional Bankers’ Acceptance made by any Lender outstanding on the date of such US Revolving Credit Borrowing shall be deposited in the BA Collateral Account, and will be made available to such Lenders for repayment of outstanding Bankers’ Acceptances and BA Equivalent Advances, as the case may be, upon the final maturity of such Bankers’ Acceptances and BA Equivalent Advances.

Making the Advances. (a) Except as otherwise provided in Section 2.03(c)Each Revolving Credit Borrowing, each Borrowing conversion of Revolving Credit Advances from one Type to the other and each continuation of Eurocurrency Rate Advances shall be made on notice, given not later than (x) 12:00 noon on upon the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar Rate Advances or (y) 12:00 noon on the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances, by the Borrower applicable Borrower’s irrevocable notice to the Agent, which shall give may be given by (x) solely if in respect of a Borrowing by a U.S. Borrower, telephone or (y) a Committed Advance Notice; provided that any telephonic notice must be confirmed immediately by delivery to each Lender prompt notice thereof by facsimilethe Agent of a Committed Advance Notice. Each such notice of a Borrowing (a “Committed Advance Notice of Borrowing”) shall must be in writing or received by facsimile in substantially the form of Exhibit B hereto, specifying therein the requested Agent not later than 11:00 a.m. (i) three Business Days prior to the requested date of such Borrowingany Borrowing of, conversion to or continuation of Eurocurrency Rate Advances denominated in Dollars or any Borrowing of Foreign Base Rate Advances, (ii) four Business Days prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Advances denominated in Alternative Currencies and (iii) on the requested date of any Borrowing of Base Rate Advances denominated in Dollars. Each Borrowing of, conversion to or continuation of Eurocurrency Rate Advances (x) under the U.S. Revolving Credit Facility shall be in a minimum principal amount of $5.0 million or an integral multiple of $1.0 million in excess thereof and (y) under the German Revolving Credit Facility shall be in a minimum principal amount of $2.0 million or an integral multiple of $500,000 in excess thereof. Each Committed Advance Notice (whether telephonic or written) shall specify (i) whether the applicable Borrower is requesting a Revolving Credit Borrowing, a conversion of Revolving Credit Advances from one Type to the other or a continuation of Advances comprising Eurocurrency Rate Advances, (ii) whether such Revolving Credit Borrowing, conversion or continuation is in respect of the U.S. Revolving Credit Facility or the German Revolving Credit Facility, (iii) aggregate amount the requested date of such the Borrowing, and conversion or continuation, as the case may be (which shall be a Business Day), (iv) the principal amount of Advances to be borrowed, converted or continued, (v) the Type of Advances to be borrowed or to which existing Revolving Credit Advances are to be converted (provided that any Advances to the U.S. Borrower denominated or to be denominated in the case of a Borrowing consisting of Eurodollar Euros or Sterling shall be Eurocurrency Rate Advances), initial (vi) if applicable, the duration of the Interest Period for each such Advancewith respect thereto and (vii) the currency of the Revolving Credit Advances to be borrowed. Each Lender shallIf a Borrower fails to specify a currency in a Committed Advance Notice requesting a Revolving Credit Borrowing, then the Revolving Credit Advances so requested shall be made in Dollars. If a Borrower fails to specify a Type of Advance in a Committed Advance Notice or if a Borrower fails to give a timely notice requesting a conversion or continuation, then the case of applicable Revolving Credit Advances shall be (i) if to a Borrowing consisting of U.S. Borrower and denominated in Dollars, Base Rate Advances, before 2:00 p.m. on (ii) if to a U.S. Borrower and denominated in Euros or Sterling, Eurocurrency Rate Advances and (iii) if to the date German Borrower, Foreign Base Rate Advances. Any such automatic conversion to Index Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Rate Advances. If a Borrower requests a Borrowing of, conversion to, or continuation of Eurocurrency Rate Advances in any such Committed Advance Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Revolving Credit Advance may be converted into or continued as a Revolving Credit Advance denominated in a different currency, but instead must be prepaid in the original currency of such Borrowing, Revolving Credit Advance and reborrowed in the case of a Borrowing consisting of Eurodollar Rate Advances, before 11:00 a.m. on date of such Borrowing, make available for the account of its Applicable Lending Office to the Agent at the Agent’s Account, in same day funds, such Lender’s Ratable Share of such Borrowing. After the Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds available to the Borrower at the Agent’s address referred to in Section 8.02 or as requested by the Borrower in the applicable Notice of Borrowingother currency.

Making the Advances. (a) Except as otherwise provided in Section 2.03(c), each Each Borrowing shall be made on notice, given not later than 12:00 Noon (xNew York City time) 12:00 noon on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar Rate Advances Advances, or not later than 11:00 A.M. (yNew York City time) 12:00 noon on the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances, by the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof by facsimiletelecopier. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing writing, or by facsimile telecopier or e‑mail, in each case in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of such Borrowing, (ii) Type of Advances comprising such Borrowing, (iii) aggregate amount of such Borrowing, Borrowing and (iv) in the case of a Borrowing consisting of Eurodollar Rate Advances, initial Interest Period for each such Advance. Each Lender shall, before 12:00 Noon (New York City time) on the date of such Borrowing in the case of a Borrowing consisting of Eurodollar Rate Advances and 1:00 P.M. (New York City time) on the date of such Borrowing in the case of a Borrowing consisting of Base Rate Advances, before 2:00 p.m. on the date of such Borrowing, and in the case of a Borrowing consisting of Eurodollar Rate Advances, before 11:00 a.m. on date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account, in same day funds, such Lender’s Ratable Share ratable portion of such BorrowingBorrowing in accordance with the respective Commitments of such Lender and the other Lenders. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower at by crediting the AgentBorrower’s address referred to in Section 8.02 or as requested by the Borrower in the applicable Notice of BorrowingAccount.

Making the Advances. (a) Except as otherwise provided in Section 2.03(c), each Each Borrowing shall be made on notice, given not later than (x) 12:00 noon 11:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar Rate Advances or (y) 12:00 noon 10:00 A.M. (New York City time) on the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances, by the Borrower to the Agent, which shall give to each Appropriate Lender prompt notice thereof by facsimiletelecopier (and, in the case of a notice requesting Base Rate Advances, no later than 11:00 A.M. (New York City time) on the date of the proposed Borrowing). Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing writing, or by facsimile telecopier in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of such Borrowing, (ii) Type of Advances comprising such Borrowing, (iii) aggregate amount of such Borrowing, and (iv) in the case of a Borrowing consisting of Eurodollar Rate Advances, initial Interest Period for each such Advance. Each Appropriate Lender shall, in the case of a Borrowing consisting of Base Rate Advances, before 2:00 p.m. 1:00 P.M. (New York City time) on the date of such Borrowing, and in the case of a Borrowing consisting of Eurodollar Rate Advances, before 11:00 a.m. on date of such Borrowing, make available for the account of its Applicable Lending Office to the Agent at the Agent’s Account, in same day funds, such Lender’s Ratable Share ratable portion of such BorrowingBorrowing in accordance with the respective Commitments under the applicable Facility of such Lender and the other Appropriate Lenders. After the Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds available to the Borrower at the Agent’s address referred to in Section 8.02 or as requested by the Borrower in the applicable Notice of Borrowing8.02.

Making the Advances. (a) Except as otherwise provided in Section 2.03(c)Sections 2.02(b) or 2.03, each Borrowing shall be made on notice, given not later than (x) 12:00 noon 11:00 A.M. on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar Rate Advances Advances, or (y) 12:00 noon on the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances, by the Borrower to the Administrative Agent, which shall give to each Appropriate Lender prompt notice thereof by facsimilethereof. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be in writing writing, or by facsimile telephone, confirmed promptly in writing, or telex or telecopier, in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of such Borrowing, (ii) Type of Advances comprising such Borrowing, (iii) aggregate amount of such Borrowing, Borrowing and (iv) in the case of a Borrowing consisting of Eurodollar Rate Advances, the initial Interest Period for each such Advance. Each Appropriate Lender shall, before 11:00 A.M. in the case of a Borrowing consisting of Eurodollar Rate Advances and 2:00 P.M. in the case of a Borrowing consisting of Base Rate Advances, before 2:00 p.m. in each case on the date of such Borrowing, and in the case of a Borrowing consisting of Eurodollar Rate Advances, before 11:00 a.m. on date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account, in same day funds, such Lender’s Ratable Share ratable portion of such BorrowingBorrowing in accordance with the respective Commitments under the applicable Facility of such Lender and the other Appropriate Lenders. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower at by crediting the AgentBorrower’s address referred to in Section 8.02 or as requested by Account no later than 2:00 P.M. on the Borrower date of such Borrowing); provided, however, that, in the applicable Notice case of any Revolving Credit Borrowing, the Administrative Agent shall first apply such funds to prepay ratably the aggregate principal amount of any Swing Line Advances and L/C Credit Extensions outstanding at such time, together with interest accrued and unpaid thereon to and as of such date.

Making the Advances. (a) Except as otherwise provided in Section 2.03(c)Each Revolving Advance shall, each Borrowing shall at the option of the Borrowers, be made on notice, given not later than (x) 12:00 noon on the third Business Day prior to the date of the proposed Borrowing in the case of either as a Borrowing consisting of Eurodollar Rate Advances or (y) 12:00 noon on the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate AdvancesAdvance or as a LIBO Rate Advance (except for the first three Business Days after the Agreement Date, by the Borrower to the Agentduring which period such Advances shall bear interest as a Base Rate Advance); provided, which shall give to each Lender prompt notice thereof by facsimile. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be in writing or by facsimile in substantially the form of Exhibit B heretohowever, specifying therein the requested that (i) date if the Borrowers fail to give the Administrative Agent three Business Days’ written notice specifying whether a LIBO Rate Advance is to be repaid or reborrowed on the last day of the applicable Interest Period for such BorrowingLIBO Rate Advance, such LIBO Rate Advance shall be repaid and then reborrowed as a Base Rate Advance on such date, (ii) Type the Borrowers may not select a LIBO Rate Advance (A) with respect to the Swing Line Advances, (B) with respect to an Advance, the proceeds of Advances comprising which are to reimburse an Issuing Bank pursuant to Section 2.1(c) hereof, or (C) if, at the time of such BorrowingAdvance, a Default or an Event of Default has occurred and is continuing, and (iii) aggregate amount any Conversion of LIBO Rate Advances into Base Rate Advances shall only be made on the last day of the Interest Period for such BorrowingLIBO Rate Advances, and unless Borrowers pay to the Administrative Agent the amounts due under Section 10.3 hereof. Each Revolving Advance shall be made, to the extent that a Lender is so obligated under Section 2.1, on written notice from the Borrower requesting such Revolving Advance to the Administrative Agent delivered before 11:00 A.M. (ivNew York City time) on, (i) in the case of a Borrowing consisting LIBO Rate Advance, a Business Day which is at least three (3) Business Days prior to the first day of Eurodollar Rate Advances, initial the Interest Period for each such LIBO Rate Advance, and (ii) in the case of a Base Rate Advance, on or before the Business Day for the making of such Advance. Each Lender shall, in each case, specifying (v) whether the Revolving Advance is a new borrowing, or a continuation or Conversion of, a Revolving Advance under the Commitments, (w) the Type of Revolving Advance to be made, (x) the date on which such Revolving Advance is to be made, (y) the amount of such Revolving Advance (which amounts shall be allocated by the Administrative Agent among the Lenders, in the case of a Borrowing consisting of Base Rate AdvancesRevolving Advance, before 2:00 p.m. on the date a pro rata basis in accordance with each Lender’s Pro Rata Share of such BorrowingRevolving Advance), and (z) in the case of a Borrowing consisting of Eurodollar proposed LIBO Rate Advances, the Interest Period therefor (which Interest Period shall be the same for each Lender) (such written notice to be substantially in the form of Exhibit B attached hereto, and being hereinafter referred to as the “Notice of Revolving Borrowing”). Each such Notice of Revolving Borrowing shall be sent by electronic mail or facsimile and signed by the chief financial officer, Vice President of Corporate Finance or the Vice President of Treasury or corporate controller of Del Monte Fresh Produce Company. Each Lender making a Revolving Advance shall, before 11:00 a.m. 1:00 P.M. (New York City time) on the date of such BorrowingRevolving Advance is to be made, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account, in same day funds, such Lender’s Ratable Pro Rata Share of such BorrowingRevolving Advance. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III3, the Administrative Agent will make such funds available to the requesting Borrower at by crediting the Agent’s address referred to in Section 8.02 or as requested by the account of such Borrower set forth in the applicable Notice of BorrowingRevolving Borrowing pursuant to which the Revolving Advance is being made.

Making the Advances. (a) Except as otherwise provided in Section 2.03(c2.3 or, with respect to Swing Line Advances, in Section 2.2(b), each Borrowing shall be made on notice, given not later than 11:00 a.m. (xNew York time) 12:00 noon on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar Rate Advances or (y) 12:00 noon and on the first Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Base Prime Rate Advances, Advances by the Borrower to the Administrative Agent, which shall give to each appropriate Lender prompt notice thereof by facsimiletelex or telecopier. Each such notice of a Borrowing (a “Notice of Borrowing”) shall may be by telephone, confirmed immediately in writing writing, or by facsimile telex or telecopier in substantially the form of Exhibit B F hereto, specifying therein the requested (i) date of such Borrowing, (ii) Facility under which such Borrowing is to be made, (iii) Type of Advances comprising such Borrowing, (iiiiv) aggregate amount of such Borrowing, Borrowing and (ivv) in the case of a Borrowing consisting of Eurodollar Rate Advances, initial Interest Period for each such Advance. Each appropriate Lender shall, in the case of a Borrowing consisting of Base Rate Advances, before 2:00 p.m. on the date of such Borrowing, and in the case of a Borrowing consisting of Eurodollar Rate Advances, before 11:00 a.m. (New York time) on the date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account, in same day funds, such Lender’s Ratable Share ratable portion of such BorrowingBorrowing in accordance with the respective Commitments under the applicable Facility of such Lender and the other appropriate Lenders. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower at by crediting the AgentBorrower’s address referred Account; provided, however, that in the case of any Revolving Credit Borrowing, the Administrative Agent shall first make a portion of such funds equal to in Section 8.02 or as requested the aggregate principal amount of any Swing Line Advances and Letter of Credit Advances made by the Borrower in Swing Line Bank, the applicable Notice Issuing Bank and by any other Revolving Credit Lender and outstanding on the date of such Revolving Credit Borrowing, plus interest accrued and unpaid thereon to and as of such date, available to the Swing Line Bank, the Issuing Bank and such other Revolving Credit Lenders for repayment of such Swing Line Advances and Letter of Credit Advances.

Making the Advances. (a) Except as otherwise provided in Section 2.03(c), each Each Borrowing shall be made on noticenotice by a Borrower, given not later than (x) 12:00 noon 9:00 A.M. (Local Time) on (1) the fourth Business Day prior to the date of the proposed Borrowing in the case of a Borrowing in Sterling or (2) the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing in Dollars consisting of Eurodollar Eurocurrency Rate Advances or (y) 12:00 noon 9:00 A.M. (New York time) on the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances, by the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof by facsimiletelecopier or other electronic communication. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be in writing or by facsimile telephone, and if by telephone, confirmed immediately in writing, including by telecopier (or other electronic communication) in substantially the form of Exhibit B A hereto, specifying therein the requested (i) date of such BorrowingBorrowing (which shall be a Business Day), (ii) Type and Class of Advances comprising such Borrowing, (iii) aggregate amount of such Borrowing, (iv) initial Interest Period for such Advance, if such Borrowing is to consist of Eurocurrency Rate Advances, (v) account or accounts in which the proceeds of the Borrowing should be credited and (ivvi) whether such notice is conditioned on the occurrence of any event and if such notice is so conditioned, a description of such event. Each Lender shall, before 12:00 P.M. (London time) in the case of a Borrowing consisting of Eurodollar Rate Advances, initial Interest Period for each such Advance. Each Lender shall, Advances in Sterling and 11:00 A.M. (New York time) in the case of a Borrowing consisting of Base Rate Advances, before 2:00 p.m. Advances in Dollars on the date of such Borrowing, and in the case of a Borrowing consisting of Eurodollar Rate Advances, before 11:00 a.m. on date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the applicable Administrative Agent’s AccountOffice, in same day funds, such Lender’s Ratable Share ratable portion of such Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the applicable Borrower at in immediately available funds to the Agent’s address referred account or accounts specified by such Borrower to the Administrative Agent in the Notice of Borrowing relating to the applicable Borrowing. Anything in Section 8.02 2.02(a) to the contrary notwithstanding, (i) Advances denominated in Sterling may only be requested and maintained as Eurocurrency Rate Advances (subject to Section 2.12), (ii) a Borrower may not select Eurocurrency Rate Advances denominated in Dollars if the obligation of the Lenders to make Eurocurrency Rate Advances shall then be suspended pursuant to Section 2.08 or 2.12 and (iii) the Eurocurrency Rate Advances may not be outstanding as requested by the Borrower in the applicable Notice part of Borrowingmore than ten separate Borrowings.

Making the Advances. (a) Except as otherwise provided in Section 2.03(c)2.02(b) or Section 2.03, each Borrowing shall be made on notice, given not later than (x) 12:00 noon (New York City time) on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar Rate Advances Advances, or (y) 12:00 noon on the first Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances, by the Borrower to the Paying Agent, which shall give to each Appropriate Lender prompt notice thereof by facsimiletelecopier. Each such notice of a Borrowing (a “Notice of Borrowing”"NOTICE OF BORROWING") shall be by telephone, confirmed immediately in writing writing, or by facsimile telecopier, in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of such Borrowing, (ii) Type of Advances comprising such Borrowing, (iii) aggregate amount of such Borrowing, (iv) if the proceeds of such Borrowing will be used to fund cash distributions to the holders of the MLP Units, aggregate amount of such Borrowing to be so used and aggregate amount of Cash Distribution Advances outstanding immediately prior to such Borrowing to the extent such Advances have not been prepaid prior to such time pursuant to Section 2.06(a) and (ivv) in the case of a Borrowing consisting of Eurodollar Rate Advances, initial Interest Period for each such Advance. Each Appropriate Lender shall, in the case of a Borrowing consisting of Base Rate Advances, before 2:00 p.m. 12:00 noon (New York City time) on the date of such Borrowing, and in the case of a Borrowing consisting of Eurodollar Rate Advances, before 11:00 a.m. on date of such Borrowing, make available for the account of its Applicable Lending Office to the Paying Agent at the Paying Agent’s 's Account, in same day funds, such Lender’s Ratable Share 's ratable portion of such BorrowingBorrowing in accordance with the respective Commitments under the applicable Facility of such Lender and the other Appropriate Lenders. After the Paying Agent’s 's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Paying Agent will make such funds available to the Borrower at by crediting the Agent’s address referred Borrower's Account; provided, however, that, in the case of any Revolving Credit Borrowing, the Paying Agent shall first make a portion of such funds equal to in Section 8.02 or as requested the aggregate principal amount of any Swing Line Advances and Letter of Credit Advances made by the Borrower in Swing Line Bank or any Issuing Bank, as the applicable Notice case may be, and by any other Lender and outstanding on the date of such Revolving Credit Borrowing, plus interest accrued and unpaid thereon to and as of such date, available to the Swing Line Bank or such Issuing Bank, as the case may be, and such other Lenders for repayment of such Swing Line Advances and Letter of Credit Advances.

Making the Advances. (a) Except as otherwise provided in clause (b) below or Section 2.03(c)3.04, each Borrowing shall be made on irrevocable notice, given not later than 12:00 P.M. (xNew York City time) 12:00 noon on (i) the third Business Day (or in the case of the initial Borrowing, the Business Day) prior to the date of the proposed Borrowing Borrowing, in the case of a Borrowing consisting of Eurodollar Rate Advances Advances, or (yii) 12:00 noon on the first Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances, by the Borrower to the Administrative Agent, which shall give to each Appropriate Lender prompt notice thereof by facsimiletelecopier or electronic communication. Each such irrevocable notice of a Borrowing (a “Notice of BorrowingFunding Notice”) shall be by telephone, confirmed promptly in writing writing, including by telecopier or by facsimile electronic communication, in substantially the form of Exhibit B heretoC, specifying therein the requested (i) date of such Borrowing, (ii) Facility under which such Borrowing is to be made, (iii) Type of Advances comprising such Borrowing, (iiiiv) aggregate amount of such Borrowing, Borrowing and (ivv) in the case of a Borrowing consisting of Eurodollar Rate Advances, initial Interest Period for each such Advance. Each Appropriate Lender shall, in the case of a Borrowing consisting of Base Rate Advances, before 2:00 p.m. 12:00 P.M. (New York City time) on the date of such Borrowing, and in the case of a Borrowing consisting of Eurodollar Rate Advances, before 11:00 a.m. on date of such Borrowing, make available by wire transfer for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account, in same day funds, such LenderXxxxxx’s Ratable Share ratable portion of such Borrowing, in accordance with the respective Commitments under the applicable Facility of such Lender and the other Appropriate Lenders. After the Administrative Agent’s receipt of such funds and upon fulfillment or waiver of the applicable conditions set forth in Article IIIV, the Administrative Agent will make such funds available to the Borrower at by crediting the Agent’s address referred to in Section 8.02 Longview Revenue Account or as requested otherwise directed by the Borrower in the applicable Notice of BorrowingFunding Notice.

Making the Advances. (a) Except as otherwise provided in Section 2.03(c), each Each Borrowing shall be made on notice, given not later than 12:0011:00 Noon (xCleveland, Ohio time) 12:00 noon on the third thirdsecond Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar Rate Advances RateTerm SOFR Advances, or not later than 1:00 P11:00 A.M. (yCleveland, Ohio time) 12:00 noon on the date one Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances or Daily SOFR Advances, by the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof by facsimiletelex or telecopier. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing writing, or by facsimile telex or telecopier or e-mail, in each case in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of such Borrowing, (ii) Type of Advances comprising such Borrowing, (iii) aggregate amount of such Borrowing, and (iv) in the case by delivery to the Administrative Agent of a Notice of Borrowing consisting of Eurodollar Rate Advances, initial Interest Period for each such Advance. Each Lender shall, in the case of a Borrowing consisting of Base Rate Advancesbefore 12:00 Noon (Cleveland, before 2:00 p.m. Ohio time) on the date of such Borrowing, and Borrowing in the case of a Borrowing consisting of Eurodollar Rate AdvancesAdvances and 1:00 P.M. (Cleveland, before 11:00 a.m. Ohio time) on the date of such Borrowingsucheach Borrowing specified in the caseapplicable Notice of a Borrowing consisting of Base Rate Advances, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account, in same day funds, such Lender’s Ratable Share ratable portion of such BorrowingBorrowing in accordance with the respective Commitments of such Lender and the other Lenders. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower at by crediting the AgentBorrower’s address referred to in Section 8.02 or as requested by the Borrower in the applicable Notice of BorrowingAccount.

Making the Advances. (a) Except as otherwise provided in Section 2.03(c), each Each Borrowing shall be made on notice, given not later than (x) 12:00 noon 11:00 A.M. (New York City time) on the third U.S. Government Securities Business Day prior to the date of the proposed Borrowing (or at such later time as the Administrative Agent, in its reasonable discretion, may agree to) in the case of a Borrowing consisting of Eurodollar Rate RateTerm Benchmark Advances or RFR Advances or (y) 12:00 noon 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 Advances, by the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof by facsimiletelecopier or other electronic communication. Each such notice of a Borrowing shall be by notice in substantially the form of Exhibit A hereto or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent) (a “Notice of Borrowing”) shall be in writing or by facsimile in substantially the form of Exhibit B hereto), specifying therein the requested (i) date of such BorrowingBorrowing (which shall be a Business Day), (ii) Type of Advances comprising such Borrowing, (iii) aggregate amount of such Borrowing, and (iv) in the case of a Borrowing consisting of Eurodollar Rate Advances, initial Interest Period for each such Advance, if such Borrowing is to consist of Eurodollar RateTerm Benchmark Advances and (v) account or accounts in which the proceeds of the Borrowing should be credited. Each Lender shall, in the case of a Borrowing consisting of Base Rate Advances, before 2:00 p.m. 1:00 P.M. (New York City time) on the date of such Borrowing, and in the case of a Borrowing consisting of Eurodollar Rate Advances, before 11:00 a.m. on date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the applicable Administrative Agent’s AccountOffice, in same day funds, such LenderXxxxxx’s Ratable Share ratable portion of such Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower at in immediately available funds to the Agent’s address referred to in Section 8.02 account or as requested accounts specified by the Borrower to the Administrative Agent in the applicable Notice of Borrowing relating to the applicable Borrowing.

Making the Advances. (a) Except as otherwise provided in Section 2.03(c), each Each Borrowing shall be made on noticenotice by the Borrower, given not later than (x) 12:00 noon 9:00 A.M. (Local Time) on (1) the fourth Business Day prior to the date of the proposed Borrowing in the case of a Borrowing in Sterling or (2) the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing in Dollars consisting of Eurodollar Eurocurrency Rate Advances or (y) 12:00 noon 9:00 A.M. (New York time) on the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances, by the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof by facsimiletelecopier or other electronic communication. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be in writing or by facsimile telephone, and if by telephone, confirmed immediately in writing, including by telecopier (or other electronic communication) in substantially the form of Exhibit B A hereto, specifying therein the requested (i) date of such BorrowingBorrowing (which shall be a Business Day), (ii) Type and Class of Advances comprising such Borrowing, (iii) aggregate amount of such Borrowing, (iv) initial Interest Period for such Advance, if such Borrowing is to consist of Eurocurrency Rate Advances, (v) account or accounts in which the proceeds of the Borrowing should be credited and (ivvi) whether such notice is conditioned on the occurrence of any event and if such notice is so conditioned, a description of such event. Each Lender shall, before 12:00 P.M. (London time) in the case of a Borrowing consisting of Eurodollar Rate Advances, initial Interest Period for each such Advance. Each Lender shall, Advances in Sterling and 11:00 A.M. (New York time) in the case of a Borrowing consisting of Base Rate Advances, before 2:00 p.m. Advances in Dollars on the date of such Borrowing, and in the case of a Borrowing consisting of Eurodollar Rate Advances, before 11:00 a.m. on date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the applicable Administrative Agent’s AccountOffice, in same day funds, such Lender’s Ratable Share ratable portion of such Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower at in immediately available funds to the Agent’s address referred to in Section 8.02 account or as requested accounts specified by the Borrower to the Administrative Agent in the applicable Notice of Borrowing relating to the applicable Borrowing.

Making the Advances. (a) Except as otherwise provided in Section 2.03(c)2.03, each Borrowing to any Borrower shall be made on notice, given by AYE on behalf of such Borrower (and each Borrower other than AYE hereby unconditionally and irrevocably instructs AYE to issue such notice on its behalf) not later than 2:00 p.m. (xNew York City time) 12:00 noon on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar Rate Advances Advances, or (y) 12:00 noon on the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances, by the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof by facsimiletelecopier or electronic mail. Each such notice of a Borrowing (a “"Notice of Borrowing”") shall be by telephone, confirmed immediately in writing writing, or by facsimile telecopier or electronic mail, in substantially the form of Exhibit B heretoB, specifying therein (i) the identity of the Borrower and (ii) the requested (iA) date of such Borrowing, (iiB) Type of Advances comprising such Borrowing, (iiiC) aggregate amount of such Borrowing, Borrowing and (ivD) in the case of a Borrowing consisting of Eurodollar Rate Advances, initial Interest Period for each such Advance. Each Lender shall, in the case of a Borrowing consisting of Base Rate Advances, before 2:00 p.m. 12:00 noon (New York City time) on the date of such Borrowing, and in the case of a Borrowing consisting of Eurodollar Rate Advances, before 11:00 a.m. on date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s 's Account, in same day immediately available funds, such Lender’s Ratable Share 's ratable portion of such BorrowingBorrowing in accordance with the respective Commitment of such Lender under the applicable Facility and the other Appropriate Lenders. After the Administrative Agent’s 's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will shall (i) with respect to the Initial Borrowing, directly apply (x) the Revolving Advances, together with the Term Advances, to the repayment of the Existing AYE Debt and (y) the L/C Credit Extensions for the account of AYE to the continuance of the Existing L/Cs as AYE Letters of Credit, (ii) with the respect to the single Term Borrowing, directly apply the Term Advances, together with Revolving Advances made as part of the Initial Borrowing, to the repayment of the Existing AYE Debt and (iii) with respect to subsequent Revolving Borrowings, make such funds available to the Borrower at the Agent’s address referred to in Section 8.02 or as requested relevant Borrower, by the Borrower in the applicable Notice of Borrowingcrediting such Borrower's Borrowing Account.

Making the Advances. (a) Except as otherwise provided in Section 2.03(c), each Each Borrowing shall be made on notice, given not later than (x) 10:00 A.M. (New York City time) on the date of a proposed Borrowing consisting of Base Rate Advances and (y) 12:00 noon (New York City time) on the third Business Day (or, in the case of Initial Advances, the Business Day) prior to the date of the a proposed Borrowing in the case of a Borrowing consisting of Eurodollar Rate Advances or (y) 12:00 noon on the date of the proposed Borrowing in the case of a Borrowing consisting of Base Eurocurrency Rate Advances, in each case by the Borrower to the Administrative Agent, which shall give to each Appropriate Lender prompt notice thereof by facsimileelectronic mail. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by electronic mail or telephone, confirmed immediately in writing by hand delivery or by facsimile electronic mail, in substantially the form of Exhibit B heretoD hereto or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent) appropriately completed and signed by a Responsible Officer of the Borrower, specifying therein the requested (i) date of such Borrowing, (ii) Facility and currency of such Borrowing, (iii) Type of Advances comprising such Borrowing, (iiiiv) aggregate amount of such Borrowing, and (ivv) in the case of a Borrowing consisting comprised of Eurodollar Eurocurrency Rate Advances, the initial Interest Period for each such AdvanceAdvance and (vi) wire transfer instructions with respect to such Borrowing. Each Appropriate Lender shall, before 1:00 P.M. (New York City time) in the case of a Borrowing consisting of Base Rate Advances, Advances or before 2:00 p.m. on the date of such Borrowing, and 11:00 A.M. (New York City time) in the case of a Borrowing consisting of Eurodollar Eurocurrency Rate AdvancesAdvances , before 11:00 a.m. in each case on the requested date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Agent’s Accountits applicable address referred to in Section 9.02, in same day funds, such Lender’s Ratable Share ratable portion of such Borrowing. After the Agent’s receipt of such funds and upon Upon fulfillment of the applicable conditions set forth in Article IIISection 3.02, the Administrative Agent will make such funds available to the Borrower at the Agent’s address referred to in Section 8.02 or like funds as requested received by the Administrative Agent either by (i) crediting the account of the Borrower on the books of the Administrative Agent with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the applicable Notice of BorrowingAdministrative Agent by the Borrower.

Making the Advances. (a) Except as otherwise provided in Section 2.03(c)2.02(b) or 2.03, each Borrowing shall be made on notice, given not later than 11:00 A.M. (xNew York City time) 12:00 noon on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar Rate Advances Advances, or (y) 12:00 noon on the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances, by the Borrower to the Administrative Agent, which shall give to each Appropriate Lender prompt notice thereof by facsimiletelex or telecopier. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be in writing or by facsimile telephone, confirmed immediately in writing, or telex or telecopier, in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of such Borrowing, (ii) Facility under which such Borrowing is to be made, (iii) Type of Advances comprising such Borrowing, (iiiiv) aggregate amount of such Borrowing, Borrowing and (ivv) in the case of a Borrowing consisting of Eurodollar Rate Advances, initial Interest Period for each such Advance. Each Appropriate Lender shall, before (A) 11:00 A.M. (New York City time) on the date of such Borrowing, in the case of a Borrowing consisting of Eurodollar Rate Advances or (B) 3:00 P.M. (New York City time) on the date of such Borrowing, in the case of a Borrowing consisting of Base Rate Advances, before 2:00 p.m. on the date of such Borrowing, and in the case of a Borrowing consisting of Eurodollar Rate Advances, before 11:00 a.m. on date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account, in same day funds, such Lender’s Ratable Share ratable portion of such BorrowingBorrowing in accordance with the respective Commitments under the applicable Facility of such Lender and the other Appropriate Lenders. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower at by crediting the AgentBorrower’s address referred Account; provided, however, that, in the case of any Revolving Credit Borrowing, the Administrative Agent shall first make a portion of such funds equal to the aggregate principal amount of any Swing Line Advances and Letter of Credit Advances made by the Swing Line Bank or any Issuing Bank, as the case may be, and by any other Revolving Credit Lender and outstanding on the date of such Revolving Credit Borrowing, plus interest accrued and unpaid thereon to and as of such date, available to the Swing Line Bank or such Issuing Bank, as the case may be, and such other Revolving Credit Lenders for repayment of such Swing Line Advances and Letter of Credit Advances. Steel Dynamics – Credit Agreement Back to Contents (b) (i) Swing Line Borrowings may be made either upon notice as set forth in Section 8.02 2.02(b)(ii) below or as requested pursuant to this Section 2.02(b)(i) on a daily basis under mechanics mutually agreed to by the Borrower and the Swing Line Bank, subject in any case to the fulfillment of the applicable Notice conditions precedent set forth in Article III hereof. The Swing Line Reserve at any time shall be the amount most recently established by the Borrower by written notice to the Administrative Agent and the Lead Arrangers confirmed in writing by the Swing Line Bank as the maximum aggregate principal amount of BorrowingSwing Line Borrowings to be outstanding at any one time (the “Swing Line Reserve”), provided that in no event shall the Swing Line Reserve exceed $20,000,000 at any time. Swing Line Advances made pursuant to this Section 2.02(b)(i) shall be made without any requirement for a prior written or telephonic request given to the Administrative Agent. The Swing Line Bank will notify the Administrative Agent, on a monthly basis, of any Swing Line Advances so made. The Swing Line Bank shall not at any time permit the aggregate outstanding amount of the Swing Line Advances to exceed the then applicable amount of the Swing Line Reserve.

Making the Advances. (a) Except as otherwise provided in Section 2.03(c)2.13, each Borrowing shall be made on notice, given not later than 11:00 A.M. (xNew York City time) 12:00 noon on the Business Day of (or, with respect to a Borrowing of Eurodollar Rate Advances, 10:00 A.M. (New York City time) on the third Business Day prior to the date of of) the proposed Borrowing in the case of a Borrowing consisting of Eurodollar Rate Advances or (y) 12:00 noon on the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate AdvancesBorrowing, by the Borrower Company to the Administrative Agent, which shall give to each Lender prompt notice thereof by facsimile. Each such notice of a Borrowing (a “"Notice of Borrowing”") shall be by telex, telecopier or cable, confirmed immediately in writing or by facsimile writing, in substantially the form of Exhibit B heretoC, specifying therein (1) the requested (i) date of such Borrowing, (ii2) the Facility under which such Borrowing is to be made, (3) the requested Type of Advances comprising such Borrowing, (iii4) the requested aggregate amount of such Borrowing, Borrowing and (iv5) in the case of a Borrowing consisting of Eurodollar Rate Advances, the requested initial Interest Period for therefor. The Administrative Agent shall give to each such Advance. Each Lender shallprompt notice of each Notice of Borrowing received from the Company and, in the case of a proposed Borrowing consisting of Base Rate Advances, before 2:00 p.m. on the date of such Borrowing, and in the case of a Borrowing consisting comprised of Eurodollar Rate Advances, the applicable interest rate under Section 2.06(a)(ii). Each Lender shall, before 11:00 a.m. 1:00 P.M. (New York City time) on the date of such Borrowingeach Borrowing after the Closing Date, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s 's Account, in same day funds, such Lender’s Ratable Share 's ratable portion of such Borrowing. After the Administrative Agent’s 's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will transfer same day funds to the Company's Account; provided that in the case of any Revolving Credit Borrowing, the Administrative Agent shall first make a portion of such funds equal to any unreimbursed drawings under any Letters of Credit available to the Borrower at the Agent’s address referred to in Section 8.02 or as requested by the Borrower in the applicable Notice relevant Issuing Banks for reimbursement of Borrowingsuch drawing.

Making the Advances. (a) Except as otherwise provided in Section 2.03(c), each Each Borrowing shall be made on notice, given (i) in the case of a Borrowing comprising Eurodollar Rate Advances, not later than 11:00 a.m. (xNew York time) 12:00 noon on the third Business Day (or, solely with respect to the Borrowing comprising Eurodollar Rate Advances on the first Business Day after the date of this Agreement, one Business Day) prior to the date of the proposed Borrowing Borrowing, and (ii) in the case of a Borrowing consisting of Eurodollar comprising Alternate Base Rate Advances or Advances, not later than 11:00 a.m. (yNew York time) 12:00 noon on the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate AdvancesBorrowing, by the any Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof by facsimilethereof. Each such notice of a Borrowing (a “Notice of Borrowing”) Borrowing by a Borrower shall be in writing or by facsimile facsimile, in substantially the form of Exhibit B C hereto, specifying therein the requested (iA) date of such Borrowing, (iiB) Type of Advances comprising to be 112461100 v3 made in connection with such Borrowing, (iiiC) aggregate amount of such Borrowing, and (ivD) in the case of a Borrowing consisting of comprising Eurodollar Rate Advances, the initial Interest Period for each such Advance, which Borrowing shall be subject to the limitations stated in the definition of “Interest Period” in Section 1.01, and (E) the identity of the Borrower requesting such Borrowing. Each Borrower may request that more than one Borrowing be made on any date. Each Lender shall, in the case of a Borrowing consisting of Base Rate Advances, before 2:00 1:00 p.m. (New York time) on the date of such Borrowing, and in the case of a Borrowing consisting of Eurodollar Rate Advances, before 11:00 a.m. on date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Agent’s Accountits address referred to in Section 8.02, in same day funds, such Lender’s Ratable Share Percentage of such Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the such Borrower at the Administrative Agent’s address referred to in Section 8.02 or as requested by the Borrower in the applicable Notice of Borrowingaforesaid address.

Making the Advances. (a) Except as otherwise provided in Section 2.03(c), each Each Borrowing shall be made on notice, given not later than (x) 12:00 noon 11:00 A.M. (New York City time) on the same 19 Business Day as the date of a proposed Borrowing comprised of Base Rate Advances, (y) 11:00 A.M. (London time) on the third Business Day prior to the date of the a proposed Borrowing in the case comprised of a Borrowing consisting of Eurodollar Eurocurrency Rate Advances denominated in any Committed Currency or (yz) 12:00 noon 1:00 P.M. (New York City time) on the third Business Day prior to the date of the a proposed Borrowing comprised of Eurocurrency Rate Advances denominated in the case of a Borrowing consisting of Base Rate AdvancesDollars, by the Borrower to the Designated Agent, which shall give to each Lender prompt notice thereof by facsimiletelecopier. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be in writing by telecopier, or by facsimile telephone confirmed immediately by telecopier, in substantially the form of Exhibit B A-1 hereto, specifying therein the requested (i) date of such BorrowingBorrowing (which shall be a Business Day), (ii) Type of Advances comprising such Borrowing, (iii) aggregate amount of such Borrowing, Borrowing and (iv) in the case of a Borrowing consisting comprised of Eurodollar Eurocurrency Rate Advances, initial Interest Period and currency for each such Advance. Each Lender shall, in the case of a Borrowing consisting of Base Rate Advances, before 2:00 p.m. (A) 1:00 P.M. (New York City time) on the date of such Borrowing, and in the case of a Borrowing consisting of Eurodollar Rate Advances, before 11:00 a.m. Advances denominated in Dollars or (B) 1:00 P.M. (London time) on the date of such BorrowingBorrowing consisting of Advances denominated in any Committed Currency, make available for the account of its Applicable Lending Office to the Designated Agent at the Designated Agent’s Account, in same day funds, such Lender’s Ratable Share ratable portion of such Borrowing. After the Designated Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article IIIIV, the Designated Agent will make such funds available to the Borrower at the office where the Designated Agent’s address referred Account is maintained (or to an account of the Borrower in Section 8.02 or as requested the relevant jurisdiction and designated by the Borrower in the applicable Notice of Borrowing., in the case of Advances denominated in a Committed Currency). (b) Each Notice of Borrowing shall be irrevocable and binding on the Borrower. In the case of any Borrowing which the related Notice of Borrowing specifies as to be comprised of Eurocurrency Rate Advances, the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing the applicable conditions set forth in Article IV, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or redeployment of deposits or other funds acquired by such Lender to fund the Eurocurrency Rate Advance to be made by such Lender as part of such Borrowing when such Eurocurrency Rate Advance, as a result of such failure, is not made on such date. (c) Unless the Designated Agent shall have received notice from a Lender on or prior to the date of any Borrowing that such Lender will not make available to the Designated Agent such Lender’s ratable portion of such Borrowing, the Designated Agent may, but shall not be required to, assume that such Lender has made such portion available to the Designated Agent on the date of such Borrowing in accordance with subsection (a) of this Section 2.02 and the Designated Agent may, but shall not be required to, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that any Lender shall not have made such ratable portion available to the Designated Agent, such Lender agrees to pay to the Designated Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until 20 the date such amount is paid to the Designated Agent, at (A) the Federal Funds Rate in the case of Advances denominated in Dollars or (B) the cost of funds incurred by the Designated Agent in respect of such amount in the case of Advances denominated in Committed Currencies; provided, however, that (i) within two Business Days after any Lender shall fail to make such ratable portion available to the Designated Agent, the Designated Agent shall notify the Borrower of such failure and (ii) if such Lender shall not have paid such corresponding amount to the Designated Agent within two Business Days after such demand is made of such Lender by the Designated Agent, the Borrower agrees to repay to the Designated Agent forthwith upon demand by the Designated Agent to the Borrower such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Designated Agent, at the interest rate applicable at the time to Advances comprising such Borrowing. If and to the extent such corresponding amount shall be paid by such Lender to the Designated Agent in accordance with this Section 2.02(c), such amount shall constitute such Lender’s Advance as part of such Borrowing for all purposes of this Agreement. (d) The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing. SECTION 2.03

Making the Advances. (a) Except as otherwise provided in Section 2.03(c)2.02(b) and Section 2.15, each Borrowing shall be made on notice, given not later than 11:00 A.M. (xNew York City time) 12:00 noon (i) on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar Rate Advances or Borrowings and (yii) 12:00 noon on the date of the proposed Borrowing same Business Day in the case of a Borrowing consisting of Base Rate AdvancesBorrowings, by the Borrower to the Administrative Agent, which shall give to each Appropriate Lender prompt notice thereof by facsimiletelex, telecopier or cable. Each such notice of a Borrowing (a “"Notice of Borrowing”") shall be by telephone, telex, telecopier or cable, confirmed immediately in writing or by facsimile writing, in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of such Borrowing, (ii) Facility under which such Borrowing is to be made, (iii) Type of Advances comprising such Borrowing, (iiiiv) aggregate amount of such Borrowing, Borrowing and (ivv) in the case of a Borrowing consisting of Eurodollar Rate Advances, initial Interest Period for each such Advance. Each Lender shall, in In the case of a proposed Borrowing consisting comprised of Base Eurodollar Rate Advances, the Administrative Agent shall promptly notify each Appropriate Lender of the applicable interest rate under Section 2.08(a)(ii). Each Appropriate Lender shall, before 2:00 p.m. 12:00 noon (New York City time) on the date of such Borrowing, and in the case of a Borrowing consisting of Eurodollar Rate Advances, before 11:00 a.m. on date of such Borrowing, 35 31 make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s 's Account, in same day funds, such Lender’s Ratable Share 's ratable portion of such BorrowingBorrowing in accordance with the respective Commitments of such Lender and the other Appropriate Lenders. After the Administrative Agent’s 's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower at Borrower; provided, however, that, in the Agent’s address referred case of any Working Capital Borrowing, the Administrative Agent shall first make a portion of such funds equal to in Section 8.02 or as requested the aggregate principal amount of any Swing Line Advances and Letter of Credit Advances made by the Borrower in Swing Line Bank or any Issuing Bank, as the applicable Notice case may be, and by any other Working Capital Lender and outstanding on the date of such Borrowing, plus interest accrued and unpaid thereon to and as of such date, available to the Swing Line Bank or such Issuing Bank, as the case may be, and such other Working Capital Lenders for repayment of such Swing Line Advances and Letter of Credit Advances.

Making the Advances. (a) Except as otherwise provided in Section 2.03(c)2.03, each Borrowing shall be made on notice, given not later than 11:00 A.M. (xNew York City time) 12:00 noon on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar Rate Advances Advances, or (y) 12:00 noon on the first Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances, by the Borrower to the Administrative Agent, which shall give to each Appropriate Lender prompt notice thereof by facsimiletelex, telecopier or other electronic transmission. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing writing, or by facsimile telex, telecopier or other electronic transmission at 00000000000@xxx.xxxxxxx.xxx, in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of such Borrowing, (ii) Facility under which such Borrowing is to be made, (iii) Type of Advances comprising such Borrowing, (iiiiv) aggregate amount of such Borrowing, Borrowing and (ivv) in the case of a Borrowing consisting of Eurodollar Rate Advances, initial Interest Period for each such Advance. Each such telephonic Notice of Borrowing shall be irrevocable and shall be confirmed promptly by hand delivery, facsimile, or electronic transmission of a “pdf” or similar copy to the Administrative Agent of an executed written Notice of Borrowing. Each Appropriate Lender shall, in the case of a Borrowing consisting of Base Rate Advances, before 2:00 p.m. P.M. (New York City time) on the date of such Borrowing, and in the case of a Borrowing consisting of Eurodollar Rate Advances, before 11:00 a.m. on date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account, in same day funds, such Lender’s Ratable Share ratable portion of such BorrowingBorrowing in accordance with the respective Commitments under the applicable Facility of such Lender and the other Appropriate Lenders. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower at by crediting the AgentBorrower’s address referred to in Section 8.02 or as requested by the Borrower in the applicable Notice of BorrowingAccount.

Making the Advances. (a) Except as otherwise provided in Section 2.03(c), each Each Borrowing shall be made on notice, given not later than (x) 12:00 noon 11:00 A.M. New York City time (or with respect to Borrowings denominated in Euro, Sterling or Australian Dollars, 9:00 A.M. London time) on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar Rate Advances or (y) 12:00 noon 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 Advances, by the Borrower to the Designated Agent, which shall give to each Lender prompt notice thereof by facsimiletelecopier. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing writing, or by facsimile telecopier in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of such Borrowing, (ii) Type and currency of Advances comprising such Borrowing, (iii) aggregate amount of such Borrowing, and (iv) in the case of a Borrowing consisting of Eurodollar Rate Advances, initial Interest Period for each such Advance. Each Lender shall, in the case of a Borrowing consisting of Base Rate Advances, before 2:00 p.m. 1:00 P.M. (Local Time) on the date of such Borrowing, and in the case of a Borrowing consisting of Eurodollar Rate Advances, before 11:00 a.m. on date of such Borrowing, make available for the account of its Applicable Lending Office to the Designated Agent at the Designated Agent’s Account, in same day funds, such Lender’s Ratable Share ratable portion of such Borrowing. After the Designated Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Designated Agent will make such funds available to the Borrower at the Designated Agent’s address referred to in Section 8.02 or as requested by the Borrower in the applicable Notice of Borrowing8.02.

Making the Advances. (a) Except as otherwise provided in Section 2.03(c), each Each Borrowing shall be made on notice, given not later than 12:00 Noon (xi) 12:00 noon on in the third case of a proposed Borrowing comprised of Eurodollar Advances, at least three Business Day Days prior to the date of the proposed Borrowing Borrowing, and (ii) in the case of a Borrowing consisting of Eurodollar Rate Advances or (y) 12:00 noon on the date of the proposed Borrowing in the case of a Borrowing consisting comprised of Base Rate Advances, on the day of the proposed Borrowing, by the Borrower to the Administrative Agent, which shall give to each Lender Bank prompt notice thereof by facsimilethereof. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing or by facsimile writing, in substantially the form of Exhibit B heretoB, duly signed by a Responsible Officer, specifying therein the requested (iA) date of such Borrowing, (iiB) Type of Advances comprising such Borrowing, (iiiC) aggregate amount of such Borrowing, and (ivD) in the case of a Borrowing consisting comprised of Eurodollar Rate Advances, initial Interest Period for each such Advance, provided that the Borrower may not specify Eurodollar Advances for any Borrowing if, after giving effect to such Borrowing, Eurodollar Advances having more than twenty (20) different Interest Periods shall be outstanding. In the case of a proposed Borrowing comprised of Eurodollar Advances, the Administrative Agent shall promptly notify each Bank and the Borrower of the applicable interest rate under Section 2.5(b). Each Lender Bank shall, before 12:00 Noon (2:00 P.M. in the case of a Borrowing consisting comprised of Base Rate Advances, before 2:00 p.m. ) on the date of such Borrowing, and in the case of a Borrowing consisting of Eurodollar Rate Advances, before 11:00 a.m. on date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Agent’s Accountits Payment Office, in same day funds, such LenderBank’s Ratable Share ratable portion of such Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower at the Administrative Agent’s address referred to in Section 8.02 or as requested by the Borrower in the applicable Notice of Borrowingaforesaid address.

Making the Advances. Each Borrowing (aother than a Swingline Loan) Except as otherwise provided in Section 2.03(c), each Borrowing shall be made on notice, requested by facsimile notice given by the Applicable Borrower to the Administrative Agent not later than 10:00 a.m. (xLondon time) 12:00 noon on the third three (3) Business Day Days prior to the date of the proposed Borrowing Date (or, in the case of a Borrowing consisting of Eurodollar Rate Advances or (y) 12:00 noon on the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate initial Advances, by such lesser number of days to which the Borrower to the Agent, which shall give to each Lender prompt notice thereof by facsimileAdministrative Agent may agree). Each such notice of a Borrowing pursuant to this Section 2.02 (a “Notice of Borrowing”) shall be in writing or by facsimile in substantially the form of Exhibit B 2.02 hereto, specifying therein the proposed Borrowing Date, aggregate amount of the proposed Borrowing and the Interest Period and Agreed Currency applicable thereto for each such Advance, and shall include such information as shall be required by Section 8.01(h). If no currency is specified with respect to any requested (i) date of such Borrowing, (ii) Type of Advances comprising such then the Applicable Borrower shall be deemed to have selected Euro. If no Interest Period is specified with respect to any requested Borrowing, then the Applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall in turn promptly notify each Bank by telephone (iiito be confirmed immediately in writing) or facsimile of the date, applicable interest rate, applicable Agreed Currency and aggregate amount of such Borrowing, Borrowing and (iv) in the case of a Borrowing consisting of Eurodollar Rate Advances, initial Interest Period for each such Advance. Each Lender shall, in the case of a Borrowing consisting of Base Rate Advances, before 2:00 p.m. on the date Bank’s ratable portion of such Borrowing. Each Bank, and in the case of a Borrowing consisting of Eurodollar Rate Advances, before 11:00 a.m. on date of such Borrowing, make available for the account of its Applicable Lending Office Office, shall, before 12:00 Noon (London time) on the Borrowing Date specified in the notice received from the Administrative Agent pursuant to the Agent at the Agentpreceding sentence, deposit such Bank’s Account, in same day funds, such Lender’s Ratable Share ratable portion of such BorrowingBorrowing in such funds as then may be customary for the settlement of transactions in such Agreed Currency to the Administrative Agent in accordance with those instructions stipulated on any given drawdown request by the Administrative Agent. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article IIIVI, the Administrative Agent will shall make same day funds in the amount of such funds available to the Applicable Borrower by 2:00 p.m. (London time) on the date of Borrowing, at the Agent’s address referred to in Section 8.02 or as requested account specified by the Applicable Borrower in the applicable Notice of Borrowing.

Making the Advances. (a) Except as otherwise provided in Section 2.03(c2.3 or, with respect to Swing Line Advances, in Section 2.2(b), each Borrowing shall be made on notice, given not later than 12:30 P.M. (xNew York time) 12:00 noon on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar Rate Advances or (y) 12:00 noon and on the first Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Base Prime Rate Advances, Advances by the Borrower to the Administrative Agent, which shall give to each appropriate Lender prompt notice thereof by facsimiletelex or telecopier. Each such notice of a Borrowing (a “Notice of Borrowing”"NOTICE OF BORROWING") shall may be by telephone, confirmed immediately in writing writing, or by facsimile telex or telecopier in substantially the form of Exhibit B EXHIBIT D hereto, specifying therein the requested (i) date of such Borrowing, (ii) Facility under which such Borrowing is to be made, (iii) Type of Advances comprising such Borrowing, (iiiiv) aggregate amount of such Borrowing, Borrowing and (ivv) in the case of a Borrowing consisting of Eurodollar Rate Advances, initial Interest Period for each such Advance. Each appropriate Lender shall, in the case of a Borrowing consisting of Base Rate Advances, before 2:00 p.m. 12:30 P.M. (New York time) on the date of such Borrowing, and in the case of a Borrowing consisting of Eurodollar Rate Advances, before 11:00 a.m. on date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s 's Account, in same day funds, such Lender’s Ratable Share 's ratable portion of such BorrowingBorrowing in accordance with the respective Commitments under the applicable Facility of such Lender and the other appropriate Lenders. After the Administrative Agent’s 's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III3, the Administrative Agent will make such funds available to the Borrower at by crediting the Agent’s address referred Borrower's Account; provided, HOWEVER, that in the case of any Revolving Credit Borrowing, the Administrative Agent shall first make a portion of such funds equal to in Section 8.02 or as requested the aggregate principal amount of any Swing Line Advances and Letter of Credit Advances made by the Borrower in Swing Line Bank, the applicable Notice Issuing Bank and by any other Revolving Credit Lender and outstanding on the date of such Revolving Credit Borrowing, PLUS interest accrued and unpaid thereon to and as of such date, available to the Swing Line Bank, the Issuing Bank and such other Revolving Credit Lenders for repayment of such Swing Line Advances and Letter of Credit Advances.

Making the Advances. (a) Except as otherwise provided in Section 2.03(c), each The Borrowing shall be made on notice, given not later than 11:00 A.M. (xNew York City time) 12:00 noon on the third Business Day prior to the date of Closing Date if the proposed Borrowing in the case of a Borrowing consisting consists of Eurodollar Rate Advances Advances, or (y) 12:00 noon on the date of first Business Day prior to the proposed Closing Date if the Borrowing in the case of a Borrowing consisting consists of Base Rate Advances, by the Borrower to the Administrative Agent, which shall give to each applicable Lender prompt notice thereof by facsimiletelecopier or other electronic communication. Each such Such notice of a the Borrowing (a the “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing writing, or by facsimile telecopier, in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of such the Borrowing, (ii) Type of Advances comprising such the Borrowing, (iii) aggregate amount of such Borrowing, the Borrowing and (iv) in if the case of a Borrowing consisting consists of Eurodollar Rate Advances, initial Interest Period for each such Advance. Each applicable Lender shall, in the case of a Borrowing consisting of Base Rate Advances, before 2:00 p.m. 11:00 A.M. (New York City time) on the date of such Borrowing, and in the case of a Borrowing consisting of Eurodollar Rate Advances, before 11:00 a.m. on date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account, in same day funds, such Lender’s Ratable Share ratable portion of the Borrowing in accordance with the respective Commitments of such BorrowingLender and the other applicable Lenders. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower at by crediting the AgentBorrower’s address referred to in Section 8.02 Account or such other account as requested by the Borrower shall request in the applicable Notice of Borrowing.

Making the Advances. (a) Except as otherwise provided in Section 2.02(b) or Section 2.03(c), each Borrowing shall be made on notice, given not later than (x) 12:00 noon p.m. (New York City time) on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar Adjusted Term SOFR Rate Advances or (y) 12:00 noon 1:00 p.m. (New York City time) on the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances, by the Borrower to the Agent, which shall give to each Lender prompt notice thereof by facsimile. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be in writing authorized by a Financial Officer of the Borrower and shall be by electronic delivery, or by facsimile telecopier in substantially the form of Exhibit B hereto, specifying therein the requested (i) date and Facility of such Borrowing, (ii) Type of Advances comprising such Borrowing, (iii) aggregate amount of such Borrowing, and (iv) in the case of a Borrowing consisting of Eurodollar Adjusted Term SOFR Rate Advances, initial Interest Period for each such Advance, which shall be a period contemplated by the definition of “Interest Period” and (v) the location and number of the Borrower’s account to which funds are to be disbursed. Each Appropriate Lender shall, before 12:00 p.m. (New York City time) (or, in the case of a Borrowing consisting of a Base Rate AdvancesAdvance, before 2:00 3:00 p.m. (New York City time)) on the date of such Borrowing, and in the case of a Borrowing consisting of Eurodollar Rate Advances, before 11:00 a.m. on date of such Borrowing, make available for the account of its Applicable Lending Office to the Agent at the Agent’s Account, in same day funds, such Lender’s Ratable Share ratable portion of such Borrowing. After the Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds available to the Borrower at consistent with the Agent’s address referred to in Section 8.02 or as requested by the Borrower instructions set forth in the applicable Notice of Borrowing. If no election as to the Type of Advance is specified, then the requested Borrowing shall be a Base Rate Advance. If no Interest Period is specified with respect to any requested Adjusted Term SOFR Rate Advance, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Notice of Borrowing in accordance with this Section 2.02, the Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

Making the Advances. (a) Except as otherwise provided in Section 2.03(c), each Borrowing The borrowing of Advances on the Closing Date shall be made on notice, given not later than (x) 12:00 noon 11:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed Borrowing Closing Date in the case of a Borrowing consisting of Eurodollar Eurocurrency Rate Advances or (y) 12:00 noon (New York City time) on the date of the proposed Borrowing Closing Date in the case of a Borrowing consisting of Base Rate Advances, by the Borrower to the Agent, which shall give to each Lender prompt notice thereof thereof. Such notice by facsimile. Each such notice of a Borrowing the Borrower (a the “Notice of Borrowing”) shall be by telephone (and confirmed immediately in writing or writing), telecopier or, in accordance with Section 8.02(b), e-mail (confirmed immediately by facsimile telephone) in substantially the form of Exhibit B hereto, requesting therein that the Lenders make the Advances on the Closing Date and specifying therein the requested (i) date of such Borrowingthe requested Closing Date, (ii) the Type of Advances comprising such Borrowing, (iii) the aggregate amount of such Borrowing, to be borrowed and (iv) in the case of a Borrowing consisting of Eurodollar Eurocurrency Rate Advances, the initial Interest Period for each such Advancetherefor. Each Lender shall, in at the case of a Borrowing consisting of Base Rate Advances, before 2:00 p.m. time (which shall be during business hours) specified on the date Closing Date by the Borrower that is at least three business hours after the time at which the Notice of such Borrowing, and in Borrowing is given to the case of a Borrowing consisting of Eurodollar Rate Advances, before 11:00 a.m. Agent (it being understood that business hours for purposes hereof are the hours during the period from 9:00 A.M. to 4:00 P.M. (New York City time) on date of such BorrowingBusiness Days), make available for the account of its Applicable Lending Office to the Agent at the Agent’s Account, in same day funds, such Lender’s Ratable Share ratable portion of such Borrowing. After the Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds available to the Borrower at the Agent’s address referred to in Section 8.02 or as requested by the Borrower in the applicable Notice of Borrowing8.02.

Making the Advances. (a) Except as otherwise provided in Section 2.03(c2.3 or, with respect to Swing Line Advances, in Section 2.2(b), each Borrowing shall be made on notice, given not later than 2:00 P.M. (xNew York time) 12:00 noon on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar Rate Advances or (y) 12:00 noon and on the first Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Base Prime Rate Advances, Advances by the Borrower to the Administrative Agent, which shall give to each appropriate Lender prompt notice thereof by facsimiletelex or telecopier. Each such notice of a Borrowing (a “"Notice of Borrowing”") shall may be by telephone, confirmed promptly in writing writing, or by facsimile telex or telecopier in substantially the form of Exhibit B E hereto, specifying therein the requested (i) date of such Borrowing, (ii) Facility under which such Borrowing is to be made, (iii) Type of Advances comprising such Borrowing, (iiiiv) aggregate amount of such Borrowing, Borrowing and (ivv) in the case of a Borrowing consisting of Eurodollar Rate Advances, initial Interest Period for each such Advance. Each appropriate Lender shall, in the case of a Borrowing consisting of Base Rate Advances, before 2:00 p.m. 1:00 P.M. (New York time) on the date of such Borrowing, and in the case of a Borrowing consisting of Eurodollar Rate Advances, before 11:00 a.m. on date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s 's Account, in same day funds, such Lender’s Ratable Share 's ratable portion of such BorrowingBorrowing in accordance with the respective Commitments under the applicable Facility of such Lender and the other appropriate Lenders. After the Administrative Agent’s 's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III3, the Administrative Agent will make such funds available to the Borrower at by crediting the Agent’s address referred 47 40 Borrower's Account; provided, however, that in the case of any Revolving Credit Borrowing, the Administrative Agent shall first make a portion of such funds equal to in Section 8.02 or as requested the aggregate principal amount of Letter of Credit Advances made by the Borrower in applicable Issuing Bank and by any other Revolving Credit Lender and outstanding on the date of such Revolving Credit Borrowing, plus interest accrued and unpaid thereon to and as of such date, available to the applicable Notice Issuing Bank and such other Revolving Credit Lenders for repayment of BorrowingLetter of Credit Advances.

Making the Advances. (a) Except as otherwise provided in Section 2.03(c), each Each Borrowing shall be made on noticenotice by the Borrower, given not later than (x) 12:00 noon 9:00 A.M. (Local Time) on the third Business Day (or such shorter time period as may be agreed by the Administrative Agent in its reasonable discretion, or in the case of Advances denominated in Sterling, on the Business Day) prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar Eurocurrency Rate Advances or (y) 12:00 noon 10:00 A.M. (New York Time) on the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances, by the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof by facsimiletelecopier or other electronic communication. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing writing, including by telecopier (or by facsimile other electronic communication) in substantially the form of Exhibit B A hereto, specifying therein the requested (i) date of such BorrowingBorrowing (which shall be a Business Day), (ii) Type and Class of Advances comprising such Borrowing, (iii) aggregate amount of such Borrowing, (iv) initial Interest Period for such Advance, if such Borrowing is to consist of Eurocurrency Rate Advances, and (ivv) account or accounts in which the proceeds of the Borrowing should be credited. Each Lender shall, before 12:00 P.M. (Local Time) in the case of a Borrowing consisting of Eurodollar Rate Advances, initial Interest Period for each such Advance. Each Lender shall, Advances in any Foreign Currency and 12:00 P.M. (New York Time) in the case of a Borrowing consisting of Base Rate Advances, before 2:00 p.m. Advances in Dollars on the date of such Borrowing, and in the case of a Borrowing consisting of Eurodollar Rate Advances, before 11:00 a.m. on date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the applicable Administrative Agent’s AccountOffice, in same day funds, such Lender’s Ratable Share ratable portion of such Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower at in immediately available funds to the Agent’s address referred to in Section 8.02 account or as requested accounts specified by the Borrower to the Administrative Agent in the applicable Notice of Borrowing relating to the applicable Borrowing.