Common use of Making the Advances Clause in Contracts

Making the Advances. (a) Each Borrowing shall be made on notice, given not later than 12:00 Noon (Cleveland, Ohio 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 not later than 1:00 P.M. (Cleveland, Ohio time) 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 telex or telecopier. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing, or 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, 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 portion of such Borrowing 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 by crediting the Borrower’s Account.

Making the Advances. (a) Each Borrowing shall be in an amount not less than $10,000,000 (or, 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 12:00 Noon (Cleveland, Ohio time) 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, or not later than 1:00 P.M. (Cleveland, Ohio time) 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 telex or telecopierwritten notice. Each such notice of a Borrowing under this Section 2.02 (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing, or telex or telecopier or e-mail, in each case 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, before 12:00 Noon (Cleveland, Ohio time) 3:00 P.M. on the date of such applicable 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 AdvancesDate, 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 portion of the Borrowing to be made on such Borrowing in accordance with the respective Commitments of such Lender and the other LendersDate. 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 by crediting in such manner as the Borrower’s AccountBorrower shall have specified in the applicable Notice of Borrowing and as shall be reasonably acceptable to the Administrative Agent.

Making the Advances. (a) Each Borrowing shall be made on noticenotice by the Borrower, given not later than 12:00 Noon (Cleveland, Ohio timex) 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, Advances or not later than 1:00 P.M. (Cleveland, Ohio y) 9:00 A.M. (Chicago time) 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 telex telecopier or telecopierother electronic communication. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing, including by telecopier (or telex or telecopier or e-mail, in each case 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, 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, before 12:00 Noon P.M. (Cleveland, Ohio Local Time) in the case of Advances in Alternative Currencies and 11:00 A.M. (Chicago time) in the case of Advances in Dollars 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, 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 portion of such Borrowing in accordance with the respective Commitments of such Lender and the other LendersBorrowing. 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 in immediately available funds to the account or accounts specified by crediting the Borrower’s AccountBorrower to the Administrative Agent in the Notice of Borrowing relating to the applicable Borrowing.

Making the Advances. (a) Each Except as otherwise provided in Section 2.03(c), each Borrowing shall be made on notice, given not later than (x) 12:00 Noon (Cleveland, Ohio time) 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. (Cleveland, Ohio timey) 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 telex or telecopierfacsimile. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be in writing or by telephone, confirmed immediately in writing, or telex or telecopier or e-mail, in each case 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, 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 portion Ratable Share of such Borrowing in accordance with the respective Commitments of such Lender and the other LendersBorrowing. 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 crediting the Borrower’s AccountBorrower in the applicable Notice of Borrowing.

Making the Advances. (a) Each Borrowing shall be made on noticenotice by the Borrower, given not later than 12:00 Noon (Cleveland, Ohio x) 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, Advances or not later than 1:00 P.M. (Cleveland, Ohio y) 9:00 A.M. (Chicago time) on the date one Business Day prior to 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 telex telecopier or telecopierother electronic communication. Each such The notice of a Borrowing (a the “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing, including by telecopier (or telex or telecopier or e-mail, in each case 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, before 12:00 Noon 10:00 A.M. (Cleveland, Ohio Chicago 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, 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 portion of such Borrowing in accordance with the respective Commitments of such Lender and the other LendersBorrowing. 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 in immediately available funds to the account or accounts specified by crediting the Borrower’s AccountBorrower to the Administrative Agent in the Notice of Borrowing relating to the applicable Borrowing.

Making the Advances. (a) Each Borrowing shall be made on notice, given not later than 12:00 Noon (Clevelandw) 11:00 A.M. (New York City time) on the date of a proposed Borrowing consisting of Base Rate Advances in Dollars, Ohio (x) 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 not later than 1:00 P.M. Advances and Eurocurrency Rate Advances in a Major Currency and (Cleveland, Ohio z) 11:00 A.M. (New York City time) on the date one 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 telecopier, telex or telecopiercable. Each such notice of a Borrowing (a “"Notice of Borrowing”") shall be sent by telephonetelecopier, telex or cable, confirmed immediately in writing, or telex or telecopier or e-mail, in each case 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 12:00 Noon 2:00 P.M. (Cleveland, Ohio 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. (Cleveland, Ohio time) on the date of such Borrowing in the case of a each Borrowing consisting of Base Rate Advances, before 11:00 A.M. (New York City time) in the case of each Borrowing consisting of EURO Rate Advances denominated in Dollars and before 11:00 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 Payment Office for Dollars as shall have been notified by the Administrative Agent’s Account, Agent to the Lenders prior thereto and in same day funds, such Lender’s 's ratable portion of such Borrowing in accordance with Dollars, and (ii) in the respective Commitments 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 Lender and the other LendersBorrowing 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 by crediting requesting the Borrower’s Accountproposed Borrowing at the aforesaid applicable Payment Office.

Making the Advances. (a) Each Except as otherwise provided in Section 2.02(b) or 2.04, each Borrowing shall be made on notice, given not later than 12:00 Noon 11:00 A.M. (Cleveland, Ohio 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 not later than 1:00 P.M. (Cleveland, Ohio time) on the date one 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 telex telecopier or telecopierelectronic communication. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing, or telex or by telecopier or e-mailelectronic communication, in each case 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 12:00 Noon P.M. (Cleveland, Ohio 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. (Cleveland, Ohio time) on the date of such Borrowing in the case of a Borrowing consisting of Base Rate AdvancesBorrowing, 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 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 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.

Making the Advances. (a) Each Borrowing shall be made on notice, given not later than 12:00 Noon (Clevelandx) 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, Ohio (y) 11:00 A.M. (London 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 Eurodollar Rate Advances, any Committed Currency or not later than (z) 1:00 P.M. (Cleveland, Ohio New York City time) on the date one 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 Administrative Designated Agent, which shall give to each Lender prompt notice thereof by telex or telecopier. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telephonetelecopier, or by telephone confirmed immediately in writingby telecopier, or telex or telecopier or e-mail, in each case 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, before 12:00 Noon (Cleveland, Ohio A) 1:00 P.M. (New York City time) on the date of such Borrowing in the case of a Borrowing consisting of Eurodollar Rate Advances and denominated in Dollars or (B) 1:00 P.M. (Cleveland, Ohio London time) on the date of such Borrowing in the case of a Borrowing consisting of Base Rate AdvancesAdvances denominated in any Committed Currency, make available for the account of its Applicable Lending Office to the Administrative Designated Agent at the Administrative Designated Agent’s Account, in same day funds, such Lender’s ratable portion of such Borrowing in accordance with the respective Commitments of such Lender and the other LendersBorrowing. After the Administrative Designated Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article IIIIV, the Administrative Designated Agent will make such funds available to the Borrower at the office where the Designated Agent’s Account is maintained (or to an account of the Borrower in the relevant jurisdiction and designated by crediting the Borrower’s AccountBorrower in the applicable Notice of Borrowing, in the case of Advances denominated in a Committed Currency).

Making the Advances. (a) Each Except as otherwise provided in Section 2.02(b) or 2.03, each Borrowing shall be made on notice, given not later than 12:00 Noon 11:00 A.M. (Cleveland, Ohio 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 not later than 1:00 P.M. (Cleveland, Ohio time) 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 telex or telecopier. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing, or telex or telecopier or e-electronic mail, in each case 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, before 12:00 Noon 11:00 A.M. (Cleveland, Ohio 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. (Cleveland, Ohio time) on the date of such Borrowing in the case of a Borrowing consisting of Base Rate AdvancesBorrowing, 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 portion of such Borrowing 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 by crediting the Borrower’s AccountAccount or such other account as the Borrower shall request; provided, however, that, in the 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) Each Borrowing shall be made on notice, given not later than 12:00 Noon P.M. (Cleveland, Ohio 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 not later than 1:00 P.M. (Cleveland, Ohio time) on the date one 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 telex telecopier or telecopierelectronic communication. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing, or telex or by telecopier or e-mailelectronic communication, 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 Appropriate Lender shall, before 12:00 Noon P.M. (Cleveland, Ohio 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. (Cleveland, Ohio time) on the date of such Borrowing in the case of a Borrowing consisting of Base Rate AdvancesBorrowing, 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 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 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.

Making the Advances. (a) Each Borrowing shall be made on noticenotice by the Borrower, given not later than 12:00 Noon 9:00 A.M. (Cleveland, Ohio Tokyo time) on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar Rate AdvancesBorrowing, or not later than 1:00 P.M. (Cleveland, Ohio time) 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 telex telecopier or telecopierother electronic communication. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing, including by telecopier (or telex or telecopier or e-mail, in each case 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, before 12:00 Noon 11:00 A.M. (Cleveland, Ohio Tokyo 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, 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 portion of such Borrowing in accordance with the respective Commitments of such Lender and the other LendersBorrowing. 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 in immediately available funds to the account or accounts specified by crediting the Borrower’s AccountBorrower to the Administrative Agent in the 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) 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 12:00 Noon (Cleveland, Ohio x) 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 AdvancesAdvances denominated in Dollars, or not later than 1:00 P.M. (Cleveland, Ohio y) 11:00 A.M. (New York City time) on the date one 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 telex or telecopier. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing, or 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 Advancethereof. Each Lender shall, before 12:00 Noon 1:00 P.M. (Cleveland, Ohio New York City time) on the date of such Borrowing in the case of a Borrowing consisting of Eurodollar for Eurocurrency Rate Advances and 1:00 2:30 P.M. (Cleveland, Ohio New York City time) on the date of such Borrowing in the case of a Borrowing consisting of 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 portion Pro Rata Share of such Borrowing in accordance with the respective Commitments of such Lender and the other LendersBorrowing. 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; provided, however, that if, on the date the Advance Notice with respect to such Borrowing is given by crediting the Borrower’s Account, 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 as provided above.

Making the Advances. (a) Each Borrowing shall be in an amount not less than $10,000,000 (or, 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 12:00 Noon (Cleveland, Ohio time) 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, or not later than 1:00 P.M. (Cleveland, Ohio time) 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 telex or telecopierwritten notice. Each such notice of a Borrowing under this Section 2.02 (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing, or telex or telecopier or e-mail, in each case 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, before 12:00 Noon (Cleveland, Ohio time) 3:00 P.M. on the date of such applicable 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 AdvancesDate, 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 portion of the Borrowing to be made on such Borrowing in accordance with the respective Commitments of such Lender and the other LendersDate. 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 by crediting in such manner as the Borrower’s AccountBorrower shall have specified in the applicable Notice of Borrowing and as shall be reasonably acceptable to the Administrative Agent.

Making the Advances. (a) Each Except as provided in Section 4.03 with respect to LC Facility Borrowings, each Borrowing shall be made on notice, given not later than 12:00 Noon P.M. (Cleveland, Ohio New York City time) 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, or not later than 1:00 P.M. (Cleveland, Ohio time) on the date one 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 telex telecopier or telecopierelectronic communication. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be in writing, or by telecopier, electronic communication or by telephone, confirmed immediately in writing, or telex or telecopier or e-mail, in each case 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 AdvanceAdvance and (vi) the account into which the proceeds of such Borrowing shall be deposited (which shall be, in the case of 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 12:00 Noon P.M. (Cleveland, Ohio 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. (Cleveland, Ohio time) on the date of such Borrowing in the case of a Borrowing consisting of Base Rate AdvancesBorrowing, 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 portion of such Borrowing 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 by crediting as set forth in the Borrower’s AccountDepositary Agreement and the other Loan Documents.

Making the Advances. (a) Each Borrowing shall be made on notice, given not later than 12:00 Noon 11:00 a.m. (Cleveland, Ohio 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 not later than 1:00 P.M. (Cleveland, Ohio time) 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 Company to the Administrative Agent, which shall give to each Lender Bank prompt notice thereof by telex or telecopier. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telephonetelecopier, confirmed immediately promptly in writing, or telex or telecopier or e-mail, in each case 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, before 12:00 Noon 11:00 a.m. (ClevelandNew York City time), Ohio time) on the date of such Borrowing in the case of a Borrowing consisting of Eurodollar Rate Advances and 1:00 P.M. Advances, or before 12:30 p.m. (ClevelandNew York City time), Ohio time) on the date of such Borrowing in the case of a Borrowing consisting 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 portion of such Borrowing in accordance with the respective Commitments of such Lender and the other LendersBorrowing. 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 10.02; provided that Advances made to finance an LC Reimbursement Obligation as provided in Section 2.02 shall be remitted by crediting the Borrower’s AccountAdministrative Agent to the respective Issuing Bank or the Banks as their interests may appear.

Making the Advances. (a) Each Except as otherwise provided in 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 12:00 Noon 11:00 A.M. on (Cleveland, Ohio timei) 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. (Cleveland, Ohio timeii) 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 telex or telecopier. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing, or telex or telecopier or e-mail, in Borrowing and each case in substantially the form of Exhibit B hereto, specifying 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 12:00 Noon (Cleveland, Ohio time) on the date of such Borrowing 11:00 A.M. in the case of a Borrowing consisting of Eurodollar Rate Advances and 1:00 2:00 P.M. (Cleveland, Ohio time) on the date of such Borrowing in the case of a Borrowing consisting of Base Rate Advances, in each case 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 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 of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower Borrower, in like funds as received by the Administrative Agent, either by (i) crediting the Borrower’s AccountAccount 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 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) 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 12:00 Noon (Cleveland, Ohio x) 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 AdvancesAdvances denominated in Dollars, or not later than 1:00 (y) 4:00 P.M. (Cleveland, Ohio London time) on the date one 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 Administrative Agent, which shall give to each Lender prompt notice thereof by telex or telecopier. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be given by telephonefacsimile, confirmed immediately in writing, by hand or telex or telecopier or e-by 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 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, before 12:00 Noon noon (Cleveland, Ohio 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. (Cleveland, Ohio time) on the date of such Borrowing in the case of a Borrowing consisting of Base Rate AdvancesBorrowing, 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 portion of such Borrowing in accordance with the respective Commitments of such Lender and the other LendersBorrowing. 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 by crediting at the BorrowerAdministrative Agent’s Accountaddress referred to in Section 8.02.

Making the Advances. (a) Each Borrowing shall be made on notice, given not later than 12:00 Noon (ClevelandNew York City time) (or, Ohio 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, or not later than 1:00 P.M. 11:30 A.M. (Cleveland, Ohio New York City time) 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 either Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof by telex or telecopier. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writingwriting or by telecopier, or telex or telecopier or e-mail, in each case 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 12:00 Noon 10:00 A.M. (Cleveland, Ohio timeLocal Time) on the date of such Borrowing in the case of a Borrowing consisting of Eurodollar Eurocurrency Rate Advances and Advances, or 1:00 P.M. (Cleveland, Ohio New York City time) on the date of such Borrowing 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 AccountAccount for the relevant Currency, in same day funds, such Lender’s ratable portion of such Borrowing in accordance with the respective Commitments of such Lender and the other LendersBorrowing. 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 such Borrower at the Borrower by crediting the BorrowerAdministrative Agent’s Accountaddress referred to in Section 8.02.

Making the Advances. (a) 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 that, if a Eurodollar Rate Advance is unavailable under Section 2.08 or 2.11, such Borrowing shall consist of Base Rate Advances. Each Borrowing shall be made on notice, given not later than 12:00 Noon (Cleveland, Ohio time) 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 AdvancesAdvance is unavailable under Section 2.08 or 2.11, or not later than 1:00 P.M. (Cleveland, Ohio time) 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, 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 telex or telecopierwritten 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 telephone, if confirmed immediately in writing, writing or telex or telecopier or e-mail, in each case 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, before 12:00 Noon (Cleveland, Ohio time) on the date of such applicable 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 AdvancesDate, 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 portion of the Borrowing to be made on such Borrowing in accordance with the respective Commitments of such Lender and the other LendersDate. 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 by crediting in such manner as the Borrower’s AccountBorrower shall have specified in the applicable Notice of Borrowing and as shall be reasonably acceptable to the Administrative Agent.

Making the Advances. (a) 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 that, if a Eurodollar Rate Advance is unavailable under Section 2.08 or 2.11, such Borrowing shall consist of Base Rate Advances. Each Borrowing shall be made on notice, given not later than 12:00 Noon (Cleveland, Ohio time) 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 AdvancesAdvance is unavailable under Section 2.08 or 2.11, or not later than 1:00 P.M. (Cleveland, Ohio time) 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, 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 telex or telecopierwritten 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 telephone, if confirmed immediately in writing, writing or telex or telecopier or e-mail, in each case 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, before 12:00 Noon (Cleveland, Ohio time) on the date of such applicable 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 AdvancesDate, 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 portion of the Borrowing to be made on such Borrowing in accordance with the respective Commitments of such Lender and the other LendersDate. 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 by crediting in such manner as the Borrower’s AccountBorrower shall have specified in the applicable Notice of Borrowing and as shall be reasonably acceptable to the Administrative Agent.

Making the Advances. (a) Each Borrowing shall be made on noticenotice by the Borrower, given not later than 12:00 Noon (Cleveland, Ohio x) 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, Advances or not later than 1:00 P.M. (Cleveland, Ohio y) 9:00 A.M. (Chicago time) on the date one Business Day prior to 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 telex telecopier or telecopierother electronic communication. Each such The notice of a Borrowing (a the “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing, including by telecopier (or telex or telecopier or e-mail, in each case 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, before 12:00 Noon 11:00 A.M. (Cleveland, Ohio Chicago 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, 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 portion of such Borrowing in accordance with the respective Commitments of such Lender and the other LendersBorrowing. 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 in immediately available funds to the account or accounts specified by crediting the Borrower’s AccountBorrower to the Administrative Agent in the Notice of Borrowing relating to the applicable Borrowing.

Making the Advances. (a) Each Except as otherwise provided in Section 2.02(b) or 2.03, each Borrowing shall be made on notice, given not later than 12:00 Noon (Cleveland, Ohio x) 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, Advances or not later than 1:00 P.M. (Cleveland, Ohio timey) 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 Applicable Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof by telex or telecopier. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing, or telex or telecopier or e-electronic mail, in each case 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 12:00 Noon 11:00 A.M. (Cleveland, Ohio New York City time) on the date of such Borrowing in the case of a Borrowing consisting of Eurodollar Eurocurrency Rate Advances denominated in Dollars, and 1:00 P.M. before 9:00 A.M. (Cleveland, Ohio New York City time) on the date of such Borrowing in the case of a Borrowing consisting of Base Eurocurrency Rate AdvancesAdvances 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 portion of such Borrowing 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 by crediting the Applicable Borrower’s AccountAccount or such other account as the Applicable Borrower shall request; provided, however, that, in the 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) Each Borrowing shall be made on notice, given not later than 12:00 Noon (Clevelandx) 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, Ohio (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, Advances or not later than 1:00 P.M. (Cleveland, Ohio z) 11:00 A.M. (New York City time) 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 Company (on its own behalf and on behalf of any Borrowing Subsidiary) to the Administrative Agent, which shall give to each Lender prompt notice thereof by telex telecopier or telecopieremail. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing, or telex or telecopier or e-mail, confirmed promptly in each case 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, before 12:00 Noon 1:00 P.M. (Cleveland, Ohio 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. (Cleveland, Ohio time) on the date of such Borrowing in the case of a Borrowing consisting of Base Rate AdvancesBorrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative applicable Agent’s Account, in same day funds, such LenderLxxxxx’s ratable portion of such Borrowing in accordance with the respective Commitments of such Lender and the other LendersBorrowing. 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 same day funds available to the relevant Borrower by crediting at such Bxxxxxxx’s account at the BorrowerAgent’s Accountaddress referred to in Section 8.02.

Making the Advances. (a) Each Borrowing shall be made on noticenotice by the Borrower, given not later than 12:00 Noon (Cleveland, Ohio x) 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, Advances or not later than 1:00 P.M. (Cleveland, Ohio y) 9:00 A.M. (New York City time) 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 telex telecopier or telecopierother electronic communication. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing, including by telecopier (or telex or telecopier or e-mail, in each case 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, before 12:00 Noon 11:00 A.M. (Cleveland, Ohio 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. (Cleveland, Ohio time) on the date of such Borrowing in the case of a Borrowing consisting of Base Rate AdvancesBorrowing, 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 portion of such Borrowing in accordance with the respective Commitments of such Lender and the other LendersBorrowing. 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 in immediately available funds to the account or accounts specified by crediting the Borrower’s AccountBorrower to the Administrative Agent in the Notice of Borrowing relating to the applicable Borrowing.

Making the Advances. (a) Each Borrowing shall be made on notice, given not later than 12:00 Noon 2:00 P.M. (Cleveland, Ohio 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 not later than 1:00 P.M. 11:00 A.M. (Cleveland, Ohio New York City time) 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 telex or telecopier. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing, or 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 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. (Cleveland, Ohio New York City time) on the date of such Borrowing 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 portion of such Borrowing 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 by crediting the Borrower’s Account.

Making the Advances. (a) Each Borrowing shall be in an amount not less than $10,000,000 (or, 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 12:00 Noon (Cleveland, Ohio time) 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, or not later than 1:00 P.M. (Cleveland, Ohio time) 9:30 A.M. 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 OPCo to the Administrative Agent, which shall give to each Lender prompt notice thereof by telex or telecopierwritten notice. Each such notice of a Borrowing under this Section 2.02 (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing, or telex or telecopier or e-mail, in each case 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, before 12:00 Noon (Cleveland, Ohio time) noon on the date of such applicable 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 AdvancesDate, 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 portion of the Borrowing to be made on such Borrowing in accordance with the respective Commitments of such Lender and the other LendersDate. 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 by crediting OPCo shall have specified in the Borrower’s Accountapplicable Notice of Borrowing and as shall be reasonably acceptable to the Administrative Agent.

Making the Advances. (a) Each Except as otherwise provided in Section 2.03, each Borrowing with respect to the applicable Type of Advance shall be made on notice, given not later than 12:00 Noon (Cleveland, Ohio New York City time) 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, or not later than 1:00 P.M. (Cleveland, Ohio New York City time) on the date one 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 telex or telecopiertelecopier or e-mail. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing, or 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 (Cleveland, Ohio 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. (Cleveland, Ohio New York City time) on the date of such Borrowing 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 portion Pro Rata Share of such Borrowing in accordance with the respective Commitments of such Lender 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 by crediting the Borrower’s Account; provided, however, that the Administrative Agent shall first make a portion of such funds which are a Revolving Credit Advance 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 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) Each Borrowing shall Revolving Advance shall, at the option of the Borrowers, be made on notice, given not later than 12:00 Noon (Cleveland, Ohio time) 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 not later than 1:00 P.M. (Cleveland, Ohio time) on the date one Business Day prior to 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 Administrative Agentduring which period such Advances shall bear interest as a Base Rate Advance); provided, which shall give to each Lender prompt notice thereof by telex or telecopier. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telephonehowever, confirmed immediately in writing, or telex or telecopier or e-mail, in each case in substantially the form of Exhibit B hereto, 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 the Interest Period for 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, 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 Revolving Advance, on a pro rata basis in accordance with each Lender’s Pro Rata Share of such Revolving Advance), and (z) in the case of proposed LIBO Rate Advances, initial the Interest Period therefor (which Interest Period shall be the same for each Lender) (such Advancewritten 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 12:00 Noon 1:00 P.M. (Cleveland, Ohio 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. (Cleveland, Ohio time) on the date of such Borrowing in the case of a Borrowing consisting of Base Rate AdvancesRevolving 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 portion Pro Rata Share of such Borrowing in accordance with the respective Commitments of such Lender and the other LendersRevolving 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 by crediting the Borrower’s Accountaccount of such Borrower set forth in the Notice of Revolving Borrowing pursuant to which the Revolving Advance is being made.

Making the Advances. (a) Each Except as otherwise provided in Section 2.02(b) or 2.03, each Borrowing shall be made on notice, given not later than 12:00 Noon 11:00 A.M. (Cleveland, Ohio 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 not later than 1:00 P.M. (Cleveland, Ohio time) on the date one 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 telex or telecopierthereof. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be in writing or by telephonetelephone or electronic mail, confirmed immediately in writing, or telex or telecopier or e-mailelectronic communication, in each case 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, (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 12:00 Noon noon (Cleveland, Ohio 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. (Cleveland, Ohio time) on the date of such Borrowing in the case of a Borrowing consisting of Base Rate AdvancesBorrowing, 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 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 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 make a portion of such funds equal to the aggregate principal amount of any Swing Line Advances and Letter of Credit Advances made by any 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 such 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.

Making the Advances. (a) Each Borrowing The borrowing of Advances on the Closing Date shall be made on notice, given not later than 12:00 Noon (Cleveland, Ohio x) 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, Advances or not later than 1:00 P.M. (Cleveland, Ohio y) 12:00 noon (New York City time) on the date one Business Day prior to 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 thereof. Such notice by telex or telecopier. Each such notice of a Borrowing the Borrower (a the “Notice of Borrowing”) shall be by telephone, telephone (and confirmed immediately in writing), or telex or telecopier or or, in accordance with Section 8.02(b), e-mail, in each case mail (confirmed immediately by 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, before 12:00 Noon at the time (Cleveland, Ohio which shall be during business hours) specified on the Closing Date by the Borrower that is at least three business hours after the time at which the Notice of Borrowing is given to the 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 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 AdvancesBusiness Days), 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 portion of such Borrowing in accordance with the respective Commitments of such Lender and the other LendersBorrowing. 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 at the BorrowerAgent’s Accountaddress referred to in Section 8.02.

Making the Advances. (a) Each Borrowing and each 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 12:00 Noon (Cleveland, Ohio i) 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, Advances or not later than 1:00 P.M. (Cleveland, Ohio ii) 11:00 A.M. (New York City time) on the date one Business Day prior to the date 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 telex or telecopier. Each such notice of a Borrowing (a “Loan Notice of Borrowing”) shall be by telephone, confirmed immediately in writing, or telex or telecopier or e-mail, in each case 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 12:00 Noon (Clevelandx) in the case of a Eurodollar Rate Advance, Ohio 11:00 A.M. (New York City time) or (y) in the case of a Base Rate Advance, 1:00 P.M. (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. (Cleveland, Ohio time) on the date of such Borrowing in the case of a Borrowing consisting of Base Rate AdvancesBorrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s AccountOffice, in same day funds, such Lender’s ratable portion of such Borrowing in accordance with the respective Commitments of such Lender and the other LendersBorrowing. 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 requesting the BorrowerBorrowing at the Agent’s Accountaddress referred to in Section 9.02.

Making the Advances. (a) Each Borrowing (other than a Swingline Loan) shall be made on notice, requested by facsimile notice given by the Applicable Borrower to the Administrative Agent not later than 12:00 Noon 10:00 a.m. (Cleveland, Ohio London time) 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 the initial Advances, or not later than 1:00 P.M. (Cleveland, Ohio time) on the date one Business Day prior such lesser number of days to the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances, by the Borrower to which the Administrative Agent, which shall give to each Lender prompt notice thereof by telex or telecopierAgent may agree). Each such notice of a Borrowing pursuant to this Section 2.02 (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing, or telex or telecopier or e-mail, in each case 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 and such Bank’s ratable portion 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 Bank, for the account of its Lending Office, shall, before 12:00 Noon (Cleveland, Ohio London time) on the date of such Borrowing Date specified 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, make available for the account of its Applicable Lending Office to notice received from the Administrative Agent at pursuant to the Administrative Agent’s Accountpreceding sentence, in same day funds, deposit such LenderBank’s ratable portion of such Borrowing 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 respective Commitments of such Lender and the other LendersAdministrative 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 crediting 2:00 p.m. (London time) on the Borrower’s Accountdate of Borrowing, at the account specified by the Applicable Borrower in the applicable Notice of Borrowing.

Making the Advances. (a) Each Borrowing shall be made on notice, given not later than 12:00 Noon (Cleveland, Ohio x) 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, Advances or not later than 1:00 P.M. (Cleveland, Ohio y) 10:00 A.M. (New York City time) 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 Appropriate Lender prompt notice thereof by telex or telecopiertelecopier (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, or 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 Appropriate Lender shall, before 12:00 Noon 1:00 P.M. (Cleveland, Ohio 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. (Cleveland, Ohio time) on the date of such Borrowing in the case of a Borrowing consisting of Base Rate AdvancesBorrowing, 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 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 of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower by crediting at the BorrowerAgent’s Accountaddress referred to in Section 8.02.

Making the Advances. (a) Each Borrowing shall be made on noticenotice by a Borrower, given not later than 12:00 Noon (Cleveland, Ohio timex) 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 consisting of Eurodollar Rate Advances, in an Alternative Currency or not later than 1:00 P.M. (Cleveland, Ohio time2) on the date one third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing in Dollars consisting of Eurocurrency Rate Advances or (y) 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 telex telecopier or telecopierother electronic communication. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be in writing or by telephone, and if by telephone, confirmed immediately in writing, including by telecopier (or telex or telecopier or e-mail, in each case 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 Type, currency and Class 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, (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 (vi) 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 Noon P.M. (Cleveland, Ohio Local Time) in the case of Advances in an Alternative Currency and 1:30 P.M. (New York City time) in the case of Advances in Dollars 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, 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 portion of such Borrowing in accordance with the respective Commitments of such Lender and the other LendersBorrowing. 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 in immediately available funds to the account specified by crediting such Borrower to the Borrower’s AccountAdministrative Agent in a signed writing delivered to the Administrative Agent on or prior to the time the applicable Notice of Borrowing is delivered (or such later time as the Administrative Agent shall agree).

Making the Advances. (a) Each Except as otherwise provided in Section 2.02(b) or 2.03, each Borrowing shall be made on notice, given not later than 12:00 Noon 11:00 A.M. (Cleveland, Ohio New York City time) on the third Business Day prior to the date of the Xxxxxxx -- Credit Agreement (29) proposed Borrowing in the case of a Borrowing consisting of Eurodollar Rate Advances, or not later than 1:00 P.M. (Cleveland, Ohio time) 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 Applicable Borrower to the Administrative Agent, which shall give to each Appropriate Lender prompt notice thereof by telex or telecopierthereof. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing, or telex or telecopier or e-mailtelecopier, in each case 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 12:00 Noon 11:00 A.M. (Cleveland, Ohio 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. (Cleveland, Ohio time) on the date of such Borrowing in the case of a Borrowing consisting of Base Rate AdvancesBorrowing, 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 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 of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Applicable Borrower by crediting the Applicable 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.

Making the Advances. (a) Each Borrowing shall be made on notice, given received not later than 12:00 Noon 10:00 A.M. (Cleveland, Ohio San Francisco 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 not later than 1:00 P.M. 10:00 A.M. (Cleveland, Ohio San Francisco time) 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 telex or telecopier. Each such notice of a Borrowing (a “"Notice of Borrowing”") shall be by telephone, confirmed immediately promptly in writing, or telex or telecopier or e-mailtelecopier, in each case in substantially the form of Exhibit B B- 1 hereto, specifying therein the requested (i) date of such Borrowing, (ii) Tranche and 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) the Borrower's deposit account into which funds for such Advance are to be deposited (the "Borrower's Designated Account"). Each Lender shall, before 12:00 Noon 11:00 A.M. (Cleveland, Ohio San Francisco 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 AdvancesBorrowing, 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 's ratable portion of such Borrowing in accordance with the respective Commitments under the applicable Facility 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 by crediting in the Borrower’s Account's Designated Account selected by the Borrower in the applicable Notice of Borrowing; provided, however, that, in the case of any Tranche A Revolving Credit Advance or Tranche B Revolving Credit Advance, the Administrative Agent shall first make a portion of such funds equal to the aggregate principal amount of any Letter of Credit Advances made by the Issuing Bank and by any other Tranche B Lender and outstanding on the date of such Tranche A Revolving Credit Advance or Tranche B Revolving Credit Advance, as applicable, plus interest accrued and unpaid thereon to and as of such date, available to the Issuing Bank, and such other Tranche B Lenders for repayment of such Letters of Credit Advances.

Making the Advances. (a) Each Borrowing shall be made on notice, given (i) in the case of a Borrowing comprising Eurodollar Rate Advances, not later than 12:00 Noon 11:00 a.m. (Cleveland, Ohio New York time) 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 not later than 1:00 P.M. 11:00 a.m. (Cleveland, Ohio New York time) on the date one Business Day prior to 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 telex or telecopierthereof. Each such notice of a Borrowing (a “Notice of Borrowing”) Borrowing by a Borrower shall be by telephonefacsimile, confirmed immediately in writing, or telex or telecopier or e-mail, in each case 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 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, before 12:00 Noon 1:00 p.m. (Cleveland, Ohio New York 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 AdvancesBorrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Accountits address referred to in Section 8.02, in same day funds, such Lender’s ratable portion Percentage of such Borrowing in accordance with the respective Commitments of such Lender and the other LendersBorrowing. 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 such Borrower at the Borrower by crediting the BorrowerAdministrative Agent’s Accountaforesaid address.

Making the Advances. (a) Each Borrowing shall be made on notice, given not later than 12:00 Noon 1:00 p.m. (Cleveland, Ohio 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 not later than 1:00 P.M. (Cleveland, Ohio time) 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 Company to the Administrative Agent, which shall give to each Lender Bank prompt notice thereof by telex or telecopier. Each such notice of a Borrowing (a “"Notice of Borrowing”") shall be by telephonetelecopier, confirmed immediately promptly in writing, or telex or telecopier or e-mail, in each case 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, before 12:00 Noon 11:00 a.m. (ClevelandNew York City time), Ohio time) on the date of such Borrowing in the case of a Borrowing consisting of Eurodollar Rate Advances and 1:00 P.M. Advances, or before 2:30 p.m. (ClevelandNew York City time), Ohio time) on the date of such Borrowing in the case of a Borrowing consisting 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 Bank's ratable portion of such Borrowing in accordance with the respective Commitments of such Lender and the other LendersBorrowing. 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 address referred to in Section 10.02; provided that Advances made to finance an LC Reimbursement Obligation as provided in Section 2.02 shall be remitted by crediting the Borrower’s AccountAdministrative Agent to the respective Issuing Bank or the Banks as their interests may appear.

Making the Advances. (a) Each Except as otherwise provided in Section 2.02(b) or 2.03, each Borrowing shall be made on notice, given not later than 12:00 Noon 10:00 A.M. (Cleveland, Ohio Chicago 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 not later than 1:00 P.M. (Cleveland, Ohio time) 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 Appropriate Lender prompt notice thereof by telex 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, or telex or telecopier or e-mailtelecopier, in each case 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 12:00 Noon 11:00 A.M. (Cleveland, Ohio Chicago 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 AdvancesBorrowing, 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 's 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 '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 transferring such funds to the Borrower’s '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 the aggregate principal amount of any Letter of Credit Advances made by the Issuing Bank and by any other Working Capital Lender and outstanding on the 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) Each Borrowing shall be made on notice, given not later than 12:00 Noon (Cleveland, Ohio x) 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, Advances or not later than 1:00 P.M. (Cleveland, Ohio y) 11:00 A.M. (New York City time) 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 telex telecopier or telecopierother 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 by telephone, confirmed immediately in writing, or telex or telecopier or e-mail, in each case in substantially by 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, before 12:00 Noon 1:00 P.M. (Cleveland, Ohio 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. (Cleveland, Ohio time) on the date of such Borrowing 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 applicable Administrative Agent’s AccountOffice, in same day funds, such Lender’s ratable portion of such Borrowing in accordance with the respective Commitments of such Lender and the other LendersBorrowing. 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 in immediately available funds to the account or accounts specified by crediting the Borrower’s AccountBorrower to the Administrative Agent in the Notice of Borrowing relating to the applicable Borrowing.

Making the Advances. (a) Each Borrowing shall be made on noticenotice by the Borrower making such Borrowing, given not later than 12:00 Noon (Cleveland, Ohio timex) 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, Advances or not later than 1:00 P.M. (Cleveland, Ohio y) 9:00 A.M. (Chicago time) 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 telex telecopier or telecopierother electronic communication. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing, including by telecopier (or telex or telecopier or e-mail, in each case 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, before 12:00 Noon P.M. (Cleveland, Ohio Local Time) in the case of Advances in Alternative Currencies and 11:00 A.M. (Chicago time) in the case of Advances in Dollars 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, 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 portion of such Borrowing in accordance with the respective Commitments of such Lender and the other LendersBorrowing. 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 in immediately available funds to the account or accounts specified by crediting such Borrower to the Borrower’s AccountAdministrative Agent in the Notice of Borrowing relating to the applicable Borrowing.

Making the Advances. (a) Each Borrowing shall be made on notice, given not later than 12:00 Noon (Cleveland, Ohio x) 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 not later than 1:00 P.M. (Cleveland, Ohio y) 11:00 A.M. (New York City time) on the date one of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances or (z) 11:00 A.M. (New York City time) on the second Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Base Eurodollar Rate AdvancesAdvances to finance the Tender Offer or the Merger, by the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof by telex or telecopier. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing, or 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 1:00 P.M. (Cleveland, Ohio 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. (Cleveland, Ohio time) on the date of such Borrowing 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 applicable Agent’s Account, in same day funds, such Lender’s ratable portion of such Borrowing in accordance with the respective Commitments of such Lender and the other LendersBorrowing. 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 at the Borroweraccount specified in the wiring instructions in the applicable Notice of Borrowing or, if no account is so specified, at the Agent’s Accountaddress referred to in Section 8.02.

Making the Advances. (a) Each Except as provided in clause (b) below or Section 3.04, each Borrowing shall be made on irrevocable notice, given not later than 12:00 Noon P.M. (Cleveland, Ohio New York City time) 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, or not later than 1:00 P.M. (Cleveland, Ohio timeii) on the date one 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 telex telecopier or telecopierelectronic communication. Each such irrevocable notice of a Borrowing (a “Notice of BorrowingFunding Notice”) shall be by telephone, confirmed immediately promptly in writing, or telex or including by telecopier or e-mailelectronic communication, in each case 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, before 12:00 Noon P.M. (Cleveland, Ohio 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. (Cleveland, Ohio time) on the date of such Borrowing in the case of a Borrowing consisting of Base Rate AdvancesBorrowing, 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 portion of such Borrowing 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 by crediting the Borrower’s AccountLongview Revenue Account or as otherwise directed by the Borrower in the Funding Notice.

Making the Advances. (a) Each Except as otherwise provided in Section 2.3 or, with respect to Swing Line Advances, in Section 2.2(b), each Borrowing shall be made on notice, given not later than 12:00 Noon 11:00 a.m. (Cleveland, Ohio 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 Rate Advances, or not later than 1:00 P.M. (Cleveland, Ohio time) Advances and on the date one 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 telex or telecopier. Each such notice of a Borrowing (a “Notice of Borrowing”) shall may be by telephone, confirmed immediately in writing, or telex or telecopier or e-mail, in each case 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, before 12:00 Noon 11:00 a.m. (Cleveland, Ohio New York 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 AdvancesBorrowing, 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 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 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 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, the 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) Each Borrowing shall be made on noticenotice by a Borrower, given not later than 12:00 Noon (Cleveland, Ohio timex) 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, Advances or not later than 1:00 P.M. (Cleveland, Ohio y) 9:00 A.M. (New York time) 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 telex telecopier or telecopierother electronic communication. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be in writing or by telephone, and if by telephone, confirmed immediately in writing, including by telecopier (or telex or telecopier or e-mail, in each case 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, 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, (v) account or accounts in which the proceeds of the Borrowing should be credited and (vi) 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 Noon P.M. (Cleveland, Ohio London time) in the case of Advances in Sterling and 11:00 A.M. (New York time) in the case of Advances in Dollars 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, 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 portion of such Borrowing in accordance with the respective Commitments of such Lender and the other LendersBorrowing. 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 in immediately available funds to the account or accounts specified by crediting such Borrower to the Borrower’s AccountAdministrative Agent in the Notice of Borrowing relating to the applicable Borrowing. Anything in Section 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 part of more than ten separate Borrowings.

Making the Advances. (a) Each The Borrower may borrow under the Commitments during the Commitment Period on any Business Day, provided that each Borrowing shall be made on notice, given not later than 12:00 Noon 11:00 A.M. (Cleveland, Ohio New York City time) on 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 not later than 1:00 P.M. (Cleveland, Ohio time) on the date one fourth Business Day prior to the date of the proposed Borrowing in the case of a Borrowing in an Alternate Currency consisting of Eurocurrency Rate Advances, or the 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 telex or telecopierthereof. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing, writing or telex or by 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 currency of such Borrowing, (iii)Type of Advances comprising such Borrowing, (iiiiv) aggregate amount of such Borrowing, (v) remittance instructions and (ivvi) in the case of a Borrowing consisting of Eurodollar Eurocurrency Rate Advances, initial Interest Period for each such Advance. Each Lender shall, before 12:00 Noon 1:00 P.M. (ClevelandNew York City time) (or, Ohio in the case of a Borrowing in an Alternate Currency, 9:00 A.M. (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. (Cleveland, Ohio time) on the date of such Borrowing in the case of a Borrowing consisting of Base Rate AdvancesBorrowing, 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 portion of such Borrowing in accordance with the respective Commitments of such Lender and the other LendersBorrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article IIIIV, the Administrative Agent will make such funds available to the Borrower by crediting at the BorrowerAgent’s Accountaddress referred to in Section 9.02.

Making the Advances. (a) Each Borrowing shall be made on noticenotice by the Borrower, given not later than (x) 12:00 Noon P.M. (Cleveland, Ohio timeLocal 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, Advances or not later than 1:00 (y) 12:00 P.M. (Cleveland, Ohio timeLocal Time) 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 telex telecopier or telecopierother electronic communication. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing, including by telecopier (or telex or telecopier or e-mail, in each case 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, before 12:00 Noon P.M. (ClevelandLocal Time), 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 Closing Date, and 11:00 A.M. (Local Time), in the case of a Borrowing consisting of Base Rate AdvancesAdvances on the Post-Closing Date Advance 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 portion of such Borrowing in accordance with the respective Commitments of such Lender and the other LendersBorrowing. 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 in immediately available funds to the account or accounts specified by crediting the Borrower’s AccountBorrower to the Administrative Agent in the Notice of Borrowing relating to the applicable Borrowing.

Making the Advances. (a) Each Borrowing shall be made on noticenotice by the Borrower, given not later than 12:00 Noon (Cleveland, Ohio timex) 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, Advances or not later than 1:00 P.M. (Cleveland, Ohio y) 9:00 A.M. (Chicago time) 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 telex telecopier or telecopierother electronic communication. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing, including by telecopier (or telex or telecopier or e-mail, in each case 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, before 12:00 Noon P.M. (Cleveland, Ohio London time) in the case of Advances in Sterling and 11:00 A.M. (Chicago time) in the case of Advances in Dollars 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, 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 portion of such Borrowing in accordance with the respective Commitments of such Lender and the other LendersBorrowing. 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 in immediately available funds to the account or accounts specified by crediting the Borrower’s AccountBorrower to the Administrative Agent in the Notice of Borrowing relating to the applicable Borrowing.

Making the Advances. (a) Each Except as otherwise provided in Section 2.02(b) or 2.03, each Borrowing shall be made on notice, given not later than 12:00 Noon 11:00 A.M. (Cleveland, Ohio 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 not later than 1:00 P.M. (Cleveland, Ohio time) on the date one 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 telex or telecopier. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing, or telex or telecopier or e-mailtelecopier, in each case 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, before 12:00 Noon 11:00 A.M. (Cleveland, Ohio 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. (Cleveland, Ohio time) on the date of such Borrowing in the case of a Borrowing consisting of Base Rate AdvancesBorrowing, 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 portion of such Borrowing 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 by crediting the Borrower’s Account; provided, however, that the Administrative Agent shall first make a portion of such funds equal to the aggregate principal amount of any L/C Advances made by the L/C Issuer 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 L/C Issuer, as the case may be, and such other Lenders for repayment of such L/C Advances.

Making the Advances. (a) Each Borrowing shall be made on notice, given not later than 12:00 Noon (Cleveland, Ohio x) 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 AdvancesAdvances denominated in Dollars, or not later than 1:00 P.M. (Cleveland, Ohio y) 11:00 A.M. (New York City time) on the date one 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 telex or telecopierthereof. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately promptly in writing, or telex or telecopier or e-mail, in each case and signed by 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, before 12:00 Noon 11:00 A.M. (Cleveland, Ohio 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. (Cleveland, Ohio time) on the date of such Borrowing in the case of a Borrowing consisting of Base Rate AdvancesBorrowing, 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 portion Pro Rata Share of such Borrowing in accordance with the respective Commitments of such Lender and the other LendersBorrowing. 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 at the BorrowerAdministrative Agent’s Accountaddress referred to in Section 8.02.

Making the Advances. (a) Each Except as otherwise provided in Section 2.02(b) and Section 2.15, each Borrowing shall be made on notice, given not later than 12:00 Noon 11:00 A.M. (Cleveland, Ohio New York City time) (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 not later than 1:00 P.M. Borrowings and (Cleveland, Ohio timeii) on the date one same Business Day prior to the date of the proposed Borrowing 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 telex telex, telecopier or telecopiercable. Each such notice of a Borrowing (a “"Notice of Borrowing”") shall be by telephone, telex, telecopier or cable, confirmed immediately in writing, or 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) 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. In the case of a proposed Borrowing comprised of 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 12:00 Noon noon (Cleveland, Ohio 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. (ClevelandBorrowing, Ohio time) on the date of such Borrowing in the case of a Borrowing consisting of Base Rate Advances, 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 's ratable portion of such Borrowing 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 Borrower; provided, however, that, in the case of any Working Capital 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 crediting the Borrower’s AccountSwing Line Bank or any Issuing Bank, as the 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) Each Except as otherwise provided in Section 2.03, each Borrowing shall be made on notice, given not later than 12:00 Noon 11:00 A.M. (Cleveland, Ohio 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 not later than 1:00 P.M. (Cleveland, Ohio time) on the date one 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 telex telex, telecopier or telecopierother electronic transmission. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing, or telex or telex, telecopier or e-mailother electronic transmission at 00000000000@xxx.xxxxxxx.xxx, in each case 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, before 12:00 Noon 2:00 P.M. (Cleveland, Ohio 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. (Cleveland, Ohio time) on the date of such Borrowing in the case of a Borrowing consisting of Base Rate AdvancesBorrowing, 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 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 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.

Making the Advances. (a) Each Borrowing shall be made on noticenotice by the Borrower, given not later than 12:00 Noon (Cleveland, Ohio timex) 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, Advances or not later than 1:00 P.M. (Cleveland, Ohio timey) 9:00 A.M. (Chicago Time) 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 telex telecopier or telecopierother electronic communication. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing, including by telecopier (or telex or telecopier or e-mail, in each case 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, 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, before 12:00 Noon P.M. (Cleveland, Ohio timeLondon Time) in the case of Advances in Sterling and 11:00 A.M. (Chicago Time) in the case of Advances in Dollars 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, 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 portion of such Borrowing in accordance with the respective Commitments of such Lender and the other LendersBorrowing. 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 in immediately available funds to the account or accounts specified by crediting the Borrower’s AccountBorrower to the Administrative Agent in the Notice of Borrowing relating to the applicable Borrowing.

Making the Advances. (a) Each Borrowing shall be made on noticenotice by the Borrower to the Agent, given not later than 12:00 Noon noon (ClevelandDallas time)(i) in the case of a Borrowing comprised of Base Rate Advances, Ohio timeon 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 of Eurodollar Rate Advances, or not later than 1:00 P.M. (Cleveland, Ohio time) on the date one Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting be comprised of Base Rate Advances, by 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 prior to 2:00 P.M. on the date of the drawing giving rise to such Reimbursement Obligation for a Borrowing comprised of Base Rate Advances 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, the Borrower shall not be entitled to request Borrowings comprised of Eurodollar Rate Advances and the Administrative Agent, which Lenders shall give not be required to each Lender prompt notice thereof by telex or telecopiermake any Advances. Each such notice of a Borrowing borrowing (a “"Notice of Borrowing”") shall be by telephone, confirmed immediately in writingwriting (whether by telecopy, telex, cable or telex or telecopier or e-mailotherwise), in each case 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, before 12:00 Noon (Cleveland, Ohio Dallas 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 AdvancesBorrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Accountits address referred to in Section 9.02, in same day funds, such Lender’s ratable portion 's Pro Rata Share of such Borrowing in accordance with the respective Commitments of such Lender and the other LendersBorrowing. After the Administrative Agent’s 's receipt of such funds 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 at the Agent's address referred to in Section 9.02 in an amount equal to the amount requested by crediting the Borrower’s AccountBorrower for such Borrowing on the date requested by the Borrower therefor.

Making the Advances. (a) Each Except as otherwise provided in Section 2.03, each Borrowing shall be made on notice, given not later than 12:00 Noon 11:00 A.M. (ClevelandCharlotte, Ohio North Carolina 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 not later than 1:00 P.M. (Cleveland, Ohio time) 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 Appropriate Lender prompt notice thereof by telex or telecopier. Each such notice of a Borrowing (a “"Notice of Borrowing”") (A) shall be by telephone, confirmed immediately in writing, or telex or telecopier or e-mailtelecopier, 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, 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, before 12:00 Noon 11:00 A.M. (ClevelandCharlotte, Ohio North Carolina 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 AdvancesBorrowing, 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 portion 's Pro Rata Share 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 '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 's Account; provided, however, that, in the case of any Borrowing, the Administrative Agent shall first make a portion of such funds equal to the aggregate principal amount of any Letter of Credit Advances made by the Issuing Bank 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 Issuing Bank and such other Working Capital Lenders for repayment of such Letter of Credit Advances.

Making the Advances. (a) Each Borrowing shall be made on notice, given not later than 12:00 Noon (Cleveland, Ohio w) 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 AdvancesAdvances denominated in Dollars, or not later than 1:00 (x) 4:00 P.M. (Cleveland, Ohio London time) on the date one 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 (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 telex telecopier or telecopieremail. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing, or telex or telecopier or e-mail, in each case 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 12:00 Noon 3:00 P.M. (Cleveland, Ohio New York City time) on the date of such Borrowing Borrowing, in the case of a Borrowing consisting of Eurodollar Rate Advances denominated in Dollars, and 1:00 P.M. before 11:00 A.M. (Cleveland, Ohio London time) on the date of such Borrowing Borrowing, in the case of a Borrowing consisting of Base Eurocurrency Rate Advances denominated in any Committed Currency or consisting of XXXXX Advances, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative applicable Agent’s Account, in same day funds, such Lender’s ratable portion of such Borrowing in accordance with the respective Commitments of such Lender and the other LendersBorrowing. 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 at the BorrowerAgent’s Accountaddress referred to in Section 8.02 or at the applicable Payment Office, as the case may be.

Making the Advances. (a) Each Except as otherwise provided in Section 2.15, each Borrowing shall be made on notice, notice given not later than 12:00 Noon 11:00 A.M. (Cleveland, Ohio New York City time) on the first Business Day prior to the date of a proposed Borrowing consisting of Base Rate Advances or the third Business Day prior to the date of the a proposed Borrowing in the case of a Borrowing consisting of Eurodollar Rate Advances, or not later than 1:00 P.M. (Cleveland, Ohio time) 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 telecopier, telex or telecopiercable. Each such notice of a Borrowing (a “"Notice of Borrowing”") shall be by telephonetelecopier, telex or cable, and, with respect to a Notice of Borrowing by telex or cable, confirmed immediately thereafter in writing, or telex or telecopier or e-mail, in each case in substantially the form of Exhibit B C 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) Interest Period for each Eurodollar Rate Advance included in such Borrowing. In the case of a proposed Borrowing consisting comprised of Eurodollar Rate Advances, initial Interest Period for the Administrative Agent shall promptly notify the Borrower and each such AdvanceLender of the applicable interest rate under Section 2.06(a)(ii). Each Lender shall, before 12:00 Noon noon (Cleveland, Ohio 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. (Cleveland, Ohio time) on the date of such Borrowing in the case of a Borrowing consisting of Base Rate AdvancesBorrowing, 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 's ratable portion of such Borrowing in accordance with the respective Commitments of such Lender and the other LendersBorrowing. 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 by crediting the Borrower’s 's Account.

Making the Advances. (a) Each Borrowing shall be made on noticenotice by the Borrower, given not later than 12:00 Noon (Cleveland, Ohio timex) 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, Advances or not later than 1:00 P.M. (Cleveland, Ohio timey) 10:00 A.M. (New York Time) 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 telex telecopier or telecopierother electronic communication. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing, including by telecopier (or telex or telecopier or e-mail, in each case 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, 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, before 12:00 Noon P.M. (Cleveland, Ohio timeLocal Time) in the case of Advances in any Foreign Currency and 12:00 P.M. (New York Time) in the case of Advances in Dollars 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, 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 portion of such Borrowing in accordance with the respective Commitments of such Lender and the other LendersBorrowing. 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 in immediately available funds to the account or accounts specified by crediting the Borrower’s AccountBorrower to the Administrative Agent in the Notice of Borrowing relating to the applicable Borrowing.

Making the Advances. (a) Each Borrowing shall be made on notice, given not later than 12:00 Noon (Cleveland, Ohio x) 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 Advances, Term Benchmark Advances or not later than 1:00 P.M. RFR Advances or (Cleveland, Ohio y) 11:00 A.M. (New York City time) 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 telex telecopier or telecopierother 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 by telephone, confirmed immediately in writing, or 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 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, before 12:00 Noon 1:00 P.M. (Cleveland, Ohio 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. (Cleveland, Ohio time) on the date of such Borrowing 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 applicable Administrative Agent’s AccountOffice, in same day funds, such LenderXxxxxx’s ratable portion of such Borrowing in accordance with the respective Commitments of such Lender and the other LendersBorrowing. 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 in immediately available funds to the account or accounts specified by crediting the Borrower’s AccountBorrower to the Administrative Agent in the Notice of Borrowing relating to the applicable Borrowing.

Making the Advances. (a) Each The initial Borrowing as of the Effective Date shall be made on notice, given not later than 12:00 Noon 11:00 A.M. (ClevelandCharlotte, Ohio North Carolina time) 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, or not later than 1:00 P.M. (Cleveland, Ohio time) on the date one Business Day prior to 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 telex or telecopierthereof. Each such Such notice of a Borrowing (a the “Notice of Borrowing”) shall be in writing, or by telephone, confirmed immediately in writing, or telex or by telecopier or e-mailelectronic communication, 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 such Borrowing consisting of Eurodollar Rate Advances, initial Interest Period for each such Advance. Each Lender shall, before 12:00 Noon 11:00 A.M. (ClevelandCharlotte, Ohio North Carolina 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 AdvancesBorrowing, 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 portion of such Borrowing 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 by crediting the Borrower’s Account.

Making the Advances. (a) Each Borrowing shall be made on notice, given not later than 12:00 12:0011:00 Noon (Cleveland, Ohio time) on the third thirdsecond Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar Rate RateTerm SOFR Advances, or not later than 1:00 P.M. P11:00 A.M. (Cleveland, Ohio time) 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 telex or telecopier. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing, or 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, 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 sucheach Borrowing specified in the case 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 portion of such Borrowing 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 by crediting the Borrower’s Account.

Making the Advances. (a) Each Except as otherwise provided in Section 2.3 or, with respect to Swing Line Advances, in Section 2.2(b), each Borrowing shall be made on notice, given not later than 12:00 Noon 11:00 A.M. (Cleveland, Ohio 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 Rate Advances, or not later than 1:00 P.M. (Cleveland, Ohio time) Advances and on the date one 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 telex or telecopier. Each such notice of a Borrowing (a “Notice of Borrowing”"NOTICE OF BORROWING") shall may be by telephone, confirmed immediately in writing, or telex or telecopier or e-mail, in each case in substantially the form of Exhibit B EXHIBIT G 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 12:00 Noon 11:00 A.M. (Cleveland, Ohio New York 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 AdvancesBorrowing, 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 's 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 '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 by crediting the Borrower’s '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 the aggregate principal amount of any Swing Line Advances and Letter of Credit Advances made by the Swing Line Bank, the 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) Each Borrowing shall be made on notice, given not later than 12:00 Noon 10:00 A.M. (Cleveland, Ohio San Francisco 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 not later than 1:00 P.M. (Cleveland, Ohio time) on the date one 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 telex telecopier or telecopiertelex. Each such notice of a Borrowing (a “"Notice of Borrowing”") shall be by telephone, confirmed immediately promptly in writing, or telex or telecopier or e-mailtelex, in each case 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 Rate Advances, initial Interest Period for each such AdvanceAdvance and (v) the Borrower's deposit account into which funds for such Advance are to be deposited (the "Borrower's Designated Account"). Each Lender shall, before 12:00 Noon 11:00 A.M. (Cleveland, Ohio San Francisco 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 AdvancesBorrowing, 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 's ratable portion of such Borrowing in accordance with the respective Commitments under the applicable Facility 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 by crediting in the Borrower’s Account's Designated Account selected by the Borrower in the applicable Notice of Borrowing; 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 Letter of Credit Advances made by any Issuing Bank 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 such Issuing Bank, and such other Lenders for repayment of such Letters of Credit Advances.

Making the Advances. (a) Each Except as otherwise provided in Section 2.3 or, with respect to Swing Line Advances, in Section 2.2(b), each Borrowing shall be made on notice, given not later than 12:00 Noon 12:30 P.M. (Cleveland, Ohio 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 Rate Advances, or not later than 1:00 P.M. (Cleveland, Ohio time) Advances and on the date one 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 telex or telecopier. Each such notice of a Borrowing (a “Notice of Borrowing”"NOTICE OF BORROWING") shall may be by telephone, confirmed immediately in writing, or telex or telecopier or e-mail, in each case 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, before 12:00 Noon 12:30 P.M. (Cleveland, Ohio New York 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 AdvancesBorrowing, 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 's 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 '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 by crediting the Borrower’s '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 the aggregate principal amount of any Swing Line Advances and Letter of Credit Advances made by the Swing Line Bank, the 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) Each The Borrowing shall be made on notice, given not later than 12:00 Noon 11:00 A.M. (Cleveland, Ohio New York City time) 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, or not later than 1:00 P.M. (Cleveland, Ohio time) on the date one first Business Day prior to the date of Closing Date if the proposed 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 telex telecopier or telecopierother electronic communication. Each such Such notice of a the Borrowing (a the “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing, or telex or telecopier or e-mailtelecopier, in each case 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, before 12:00 Noon 11:00 A.M. (Cleveland, Ohio 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. (Cleveland, Ohio time) on the date of such Borrowing in the case of a Borrowing consisting of Base Rate AdvancesBorrowing, 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 portion of such the Borrowing in accordance with the respective Commitments of such Lender 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 by crediting the Borrower’s AccountAccount or such other account as the Borrower shall request in the applicable Notice of Borrowing.

Making the Advances. (a) 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 12:00 Noon 10:00 a.m. (Cleveland, Ohio time) 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 Advancesa LIBOR Advance, or not later than 1:00 P.M. (Cleveland, Ohio timey) 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 telex or telecopier. 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 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 telephone, confirmed immediately in writing, or telex or telecopier or e-mail, in each case 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, before 12:00 Noon (Cleveland, Ohio time) on On the date of each such Borrowing in the case of a Borrowing consisting of Eurodollar Rate Advances and 1:00 P.M. (ClevelandBorrowing, Ohio time) on the date of such Borrowing in the case of a Borrowing consisting of Base Rate Advances, each Lender will make available for the account of its Applicable Lending Office to the Administrative Agent at in the Administrative 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 portion Pro Rata Share of such Borrowing in accordance with the respective Commitments of such Lender and the other LendersBorrowing. 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 in the Borrower by crediting Designated Account or Designated Accounts of the relevant Borrower’s Account.

Making the Advances. (a) Each Borrowing shall be made on notice, given not later than 12:00 Noon 11:00 AM. (ClevelandBoston, Ohio Massachusetts 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 not later than 1:00 P.M. 9:30 AM. (ClevelandBoston, Ohio Massachusetts time) 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 telex or telecopier. Each such notice of a Borrowing (a “"Notice of Borrowing”") shall be by telephone, confirmed immediately in writing, or telex or telecopier or e-mailtelecopier, 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 2:00 P.M. (ClevelandBoston, Ohio Massachusetts 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 AdvancesBorrowing, 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 's ratable portion of such Borrowing in accordance with the respective Commitments of such Lender and the other LendersBorrowing. 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 by crediting at the Borrower’s 's Account. (b) Anything in subsection (a) above to 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 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) Each Except as otherwise provided in Section 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 12:00 Noon 11:00 A.M. (ClevelandCharlotte, Ohio North Carolina time) 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, or not later than 1:00 P.M. (Cleveland, Ohio time) on the date one 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 telex or telecopier. Each such notice of a Borrowing (a “"Notice of Borrowing”") shall be by telephone, confirmed immediately in writingwriting or by telecopier, or telex or telecopier or e-mail, in each case 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, before 12:00 Noon 11:00 A.M. (ClevelandCharlotte, Ohio North Carolina 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 AdvancesBorrowing, 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 portion 's Pro Rata Share of such Borrowing in accordance with the respective Commitments of such Lender and the other LendersBorrowing. 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 by crediting the Borrower’s '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 the aggregate principal amount of any Letter of Credit Advances made by the Issuing Bank and by any Lender and outstanding on the 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) Each Except as otherwise provided in Sections 2.02(b) or 2.03, each Borrowing shall be made on notice, given not later than 12:00 Noon (Cleveland, Ohio time) 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, or not later than 1:00 P.M. (Cleveland, Ohio time) 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 Appropriate Lender prompt notice thereof by telex or telecopierthereof. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be in writing, or by telephone, confirmed immediately promptly in writing, or telex or telecopier or e-mailtelecopier, in each case 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 12:00 Noon (Cleveland, Ohio time) on the date of such Borrowing 11:00 A.M. in the case of a Borrowing consisting of Eurodollar Rate Advances and 1:00 2:00 P.M. (Cleveland, Ohio time) on the date of such Borrowing in the case of a Borrowing consisting of Base Rate Advances, in each case 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 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 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 AccountAccount no later than 2:00 P.M. on the date of such Borrowing); 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 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) 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 (Cleveland, Ohio 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, Advances or not later than 1:00 P.M. (Cleveland, Ohio y) 12:00 Noon (New York City time) on the date one Business Day prior to the date 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 Bank prompt notice thereof by telex or telecopier. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing, or telex or telecopier or e-mail, in each case 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 12:00 Noon 1:00 P.M. (Cleveland, Ohio 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. (ClevelandBorrowing, Ohio time) on the date of such Borrowing in the case of a Borrowing consisting of Base Rate Advances, and before 12:00 Noon (New York time) on the date of such Borrowing, in the case of a Borrowing consisting of Eurocurrency Rate Advances, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account, Account in same same-day funds, such LenderBank’s ratable portion of such Borrowing (determined in accordance with the respective Commitments Section 2.01) of such Lender and the other LendersBorrowing. 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 by crediting at the BorrowerAdministrative Agent’s Accountaddress referred to in Section 10.02 or at the applicable Payment Office, as the case may be.

Making the Advances. (a) Each Except as otherwise provided in Sections 2.02(b) or 2.03, each Borrowing shall be made on notice, given not later than 12:00 Noon (Cleveland, Ohio time) 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, or not later than 1:00 P.M. (Cleveland, Ohio time) 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 Appropriate Lender prompt notice thereof by telex or telecopierthereof. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be in writing, or by telephone, confirmed immediately promptly in writing, or telex or telecopier or e-mailtelecopier, 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, the initial Interest Period for each such Advance. Each Appropriate Lender shall, before 12:00 Noon (Cleveland, Ohio time) on the date of such Borrowing 11:00 A.M. in the case of a Borrowing consisting of Eurodollar Rate Advances and 1:00 2:00 P.M. (Cleveland, Ohio time) on the date of such Borrowing in the case of a Borrowing consisting of Base Rate Advances, in each case 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 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 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 AccountAccount no later than 2:00 P.M. on the date of such Borrowing); 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 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) Each Borrowing shall be made on notice, given not later than 12:00 Noon 3:00 P.M. (Cleveland, Ohio 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 Eurodollar Term Benchmark Rate AdvancesAdvances denominated in Dollars), or given not later than 1:00 3:00 P.M. (Cleveland, Ohio New York City time) on the date one fourth Business Day prior to the date of the proposed Borrowing (in the case of a Borrowing consisting of Term Benchmark Rate Advances denominated in Euros), or given not later than 1:00 P.M. (New York City time) on the Business Day of the proposed Borrowing (in the case of a Borrowing consisting of Base Rate Advances), by the Company or other Borrower requesting such Borrowing to the Administrative Agent, which shall give to each Lender prompt notice thereof by telex transmission by facsimile or telecopierelectronic communication. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telephonetransmission by facsimile or electronic communication, confirmed immediately in writing, or telex or telecopier or e-mail, in each case in substantially the form of Exhibit B hereto, specifying therein the requested (i) Borrower of such Borrowing, (ii) date of such Borrowing, (iiiii) Type of Advances comprising such Borrowing, (iiiiv) aggregate amount of such Borrowing, and (ivv) in the case of a Borrowing consisting of Eurodollar Term Benchmark Rate Advances, currency and initial Interest Period for each such Advance. Each Lender shall, (i) in the case of a Borrowing denominated in Dollars, before 12:00 Noon 2:00 P.M. (Cleveland, Ohio New York City time) on the date of such Borrowing or (ii) in the case of a Borrowing consisting of Eurodollar Term Benchmark Rate Advances and 1:00 P.M. denominated in Euros, before 9:00 A.M. (Cleveland, Ohio New York City time) on the date of such Borrowing in the case of a Borrowing consisting of Base Rate AdvancesBorrowing, make available for the account of its Applicable applicable Lending Office to the Administrative Agent at the Administrative applicable Agent’s Account, in same day funds, such LenderXxxxxx’s ratable portion of such Borrowing in accordance with the respective Commitments of such Lender and the other LendersBorrowing. 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 by crediting at the Borroweraddress of the applicable Agent’s Account. Each Notice of Borrowing shall be irrevocable and binding except to the extent conditioned upon the occurrence or non-occurrence of any event specified therein, in which case such notice may, subject to any amounts payable under Section 8.04(c), be revoked by the applicable Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied; provided that Swingline Loans shall be made as provided in Section 2.03.

Making the Advances. (a) Each Except as otherwise provided in Section 2.02(b) or 2.03, each Borrowing shall be made on notice, given not later than 12:00 Noon 11:00 A.M. (Cleveland, Ohio New York City time) 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, or not later than 1:00 P.M. (Cleveland, Ohio timeB) on the date one 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 telex telecopier or telecopierelectronic communication. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing, or telex or telecopier or e-mailby telecopier, in each case 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, before 12:00 Noon 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 (Cleveland, Ohio timevi) on the date of such Borrowing in the case of a Borrowing consisting of Eurodollar Rate Advances Bankers’ Acceptances and 1:00 P.M. BA Equivalent Advances, the term of each such Advance. Each Appropriate Lender shall, before 11:00 A.M. (Cleveland, Ohio New York City time) on the date of such Borrowing in the case of a Borrowing consisting of Base Rate AdvancesBorrowing, 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 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 of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the applicable Borrower by crediting the Borrower’s Account; provided, however, that in the 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) Each Borrowing Revolving Credit Borrowing, each conversion of Revolving Credit Advances from one Type to the other and each continuation of Eurocurrency Rate Advances shall be made on noticeupon the applicable Borrower’s irrevocable notice to the Agent, which 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 the Agent of a Committed Advance Notice. Each such Committed Advance Notice must be received by the Agent not later than 12:00 Noon 11:00 a.m. (Cleveland, Ohio timei) on the third three Business Day Days prior to the requested date of the proposed any Borrowing of, conversion to or continuation of Eurocurrency Rate Advances denominated in the case Dollars or any Borrowing of a Borrowing consisting of Eurodollar Rate Advances, or not later than 1:00 P.M. (Cleveland, Ohio time) on the date one Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Foreign Base Rate Advances, by the Borrower (ii) four Business Days prior to the Administrative Agent, which shall give to each Lender prompt notice thereof by telex requested date of any Borrowing or telecopiercontinuation 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 such notice Borrowing of, conversion to or continuation of Eurocurrency Rate Advances (x) under the U.S. Revolving Credit Facility shall be in a Borrowing 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 of Borrowing”(whether telephonic or written) shall be by telephone, confirmed immediately in writing, or telex or telecopier or e-mail, in each case in substantially the form of Exhibit B hereto, specifying therein the requested specify (i) date whether the applicable Borrower is requesting a Revolving Credit Borrowing, a conversion of such BorrowingRevolving Credit Advances from one Type to the other or a continuation of Eurocurrency Rate Advances, (ii) Type whether such Revolving Credit Borrowing, conversion or continuation is in respect of Advances comprising such Borrowingthe 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, before 12:00 Noon 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 applicable Revolving Credit Advances shall be (Clevelandi) if to a U.S. Borrower and denominated in Dollars, 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, make available for the account of its Applicable Lending Office (ii) if to a U.S. Borrower and denominated in Euros or Sterling, Eurocurrency Rate Advances and (iii) if to the Administrative Agent at German Borrower, Foreign Base Rate Advances. Any such automatic conversion to Index Rate Loans shall be effective as of the Administrative Agent’s Accountlast 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 same day fundsany such Committed Advance Notice, such Lender’s ratable portion 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 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 by crediting the Borrower’s Accountcurrency.

Making the Advances. (a) Each Borrowing shall be made on notice, given not later than 12:00 Noon (Clevelandx) 11:00 A.M. New York City time (or with respect to Borrowings denominated in Euro, Ohio 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, Advances or not later than 1:00 P.M. (Cleveland, Ohio y) 11:00 A.M. (New York City time) 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 Designated Agent, which shall give to each Lender prompt notice thereof by telex or telecopier. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing, or 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 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, before 12:00 Noon 1:00 P.M. (Cleveland, Ohio timeLocal 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, make available for the account of its Applicable Lending Office to the Administrative Designated Agent at the Administrative Designated Agent’s Account, in same day funds, such Lender’s ratable portion of such Borrowing in accordance with the respective Commitments of such Lender and the other LendersBorrowing. After the Administrative Designated Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Designated Agent will make such funds available to the Borrower by crediting at the BorrowerDesignated Agent’s Accountaddress referred to in Section 8.02.

Making the Advances. (a) Each Except as otherwise provided in Section 2.01(a)(ii), 2.02(b) or (c) or 2.03, each Borrowing shall be made on notice, given not later than 12:00 Noon 11:00 A.M. (Cleveland, Ohio 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 not later than 1:00 P.M. (Cleveland, Ohio time) on the date one 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 telex telecopier or telecopierelectronic communication. Each such notice by the Borrower of a Borrowing (a “Notice of Borrowing”) shall may be by telephone, either telephone (confirmed immediately in writing), or telex or telecopier or e-mailelectronic communication, in each case 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, before 12:00 Noon 11:00 A.M. (Cleveland, Ohio 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. (Cleveland, Ohio time) on the date of such Borrowing in the case of a Borrowing consisting of Base Rate AdvancesBorrowing, 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 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 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 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) Each Borrowing shall be made on noticenotice by the Borrower, given not later than 12:00 Noon (Cleveland, Ohio timex) 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, Advances or not later than 1:00 P.M. (Cleveland, Ohio y) 9:00 A.M. (New York time) 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 telex telecopier or telecopierother electronic communication. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be in writing or by telephone, and if by telephone, confirmed immediately in writing, including by telecopier (or telex or telecopier or e-mail, in each case 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, 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, (v) account or accounts in which the proceeds of the Borrowing should be credited and (vi) 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 Noon P.M. (Cleveland, Ohio London time) in the case of Advances in Sterling and 11:00 A.M. (New York time) in the case of Advances in Dollars 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, 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 portion of such Borrowing in accordance with the respective Commitments of such Lender and the other LendersBorrowing. 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 in immediately available funds to the account or accounts specified by crediting the Borrower’s AccountBorrower to the Administrative Agent in the Notice of Borrowing relating to the applicable Borrowing.

Making the Advances. (a) Each Except as otherwise provided in Section 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 12:00 Noon 2:00 p.m. (Cleveland, Ohio 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 not later than 1:00 P.M. (Cleveland, Ohio time) 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 telex telecopier or telecopierelectronic mail. Each such notice of a Borrowing (a “"Notice of Borrowing”") shall be by telephone, confirmed immediately in writing, or telex or telecopier or e-electronic mail, in each case 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, before 12:00 Noon noon (Cleveland, Ohio 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. (Cleveland, Ohio time) on the date of such Borrowing in the case of a Borrowing consisting of Base Rate AdvancesBorrowing, 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 's ratable portion of such Borrowing in accordance with the respective Commitments 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 relevant Borrower, by crediting the such Borrower’s 's Borrowing Account.

Making the Advances. (a) Each Except as otherwise provided in Section 2.3 or, with respect to Swing Line Advances, in Section 2.2(b), each Borrowing shall be made on notice, given not later than 12:00 Noon 2:00 P.M. (Cleveland, Ohio 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 Rate Advances, or not later than 1:00 P.M. (Cleveland, Ohio time) Advances and on the date one 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 telex or telecopier. Each such notice of a Borrowing (a “"Notice of Borrowing”") shall may be by telephone, confirmed immediately promptly in writing, or telex or telecopier or e-mail, in each case 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, before 12:00 Noon 1:00 P.M. (Cleveland, Ohio New York 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 AdvancesBorrowing, 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 's 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 '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 by crediting the 47 40 Borrower’s '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 the aggregate principal amount of Letter of Credit Advances made by the 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 Issuing Bank and such other Revolving Credit Lenders for repayment of Letter of Credit Advances.

Making the Advances. . ii) (a) Each Except as otherwise provided in Section 2.02(b) or 2.03, each Borrowing shall be made on notice, given not later than 12:00 Noon (Cleveland, Ohio x) 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 Term SOFR Advances, Daily Simple XXXXX Advances or not later than 1:00 P.M. Eurocurrency Rate Advances or (Cleveland, Ohio timey) 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 Applicableapplicable Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof by telex or telecopier. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing, or telex or telecopier or e-electronic mail, in each case 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 12:00 Noon 11:00 A.M. (Cleveland, Ohio New York City time) on the date of such Borrowing in the case of a Borrowing consisting of Eurodollar Rate Eurocurrency RateTerm SOFR Advances denominated in Dollars, and 1:00 P.M. before 9:00 A.M. (Cleveland, Ohio New York City time) on the date of such Borrowing in the case of a Borrowing consisting of Base Eurocurrency Rate AdvancesAdvances 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 portion of such Borrowing 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 by crediting the Applicableapplicable Borrower’s AccountAccount or such other account as the Applicableapplicable Borrower shall request; provided, however, that, in the 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) 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 noon (Cleveland, Ohio 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 Eurocurrency Rate Advances, or not later than 1:00 P.M. (Cleveland, Ohio time) on the date one Business Day prior to the date of the proposed Borrowing in the each 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 telex or telecopierelectronic mail. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by electronic mail or telephone, confirmed immediately in writing, writing by hand delivery or telex or telecopier or e-electronic mail, in each case 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 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 New York City time) on the date of such Borrowing in the case of a Borrowing consisting of Base Rate AdvancesAdvances or before 11:00 A.M. (New York City time) in the case of a Borrowing consisting of Eurocurrency Rate Advances , 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 Administrative Agent’s Accountits applicable address referred to in Section 9.02, in same day funds, such Lender’s ratable portion of such Borrowing in accordance with the respective Commitments of such Lender and the other LendersBorrowing. After the Administrative 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 in like funds as 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 Administrative Agent by the Borrower’s Account.

Making the Advances. (a) Each Borrowing other than a Swing Line Borrowing shall be made on notice, given not later than (A) 12:00 Noon noon (ClevelandNew 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, Ohio (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 not later than 1:00 P.M. (Cleveland, Ohio time) 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, Advances by the relevant Borrower to the Administrative Agent, which shall give to each Appropriate Lender prompt notice thereof by telex telex, telecopier or telecopiercable. Each such notice of a Borrowing (a “"Notice of Borrowing”") shall be by telephonetelex, confirmed immediately in writing, or telex or telecopier or e-mailcable, in each case 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. In the case of a proposed Borrowing 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 12:00 Noon noon (Cleveland, Ohio 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. (Cleveland, Ohio time) on the date of such Borrowing in the case of a Borrowing consisting of Base Rate AdvancesBorrowing, 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 portion 's Pro Rata Share of such Borrowing in accordance with the respective Commitments of such Lender and the other LendersBorrowing. 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 giving the Notice of Borrowing by crediting the Borrower’s GNI Borrower Account or the GNC Borrower Account, as appropriate.

Making the Advances. (a) Each Except as otherwise provided in Section 2.02(b) or 2.03 or in respect of any Borrowing requested to be made on the Effective Date (in which case notice shall be given not later than one Business Day prior to the Effective Date and which Borrowing shall be comprised of Base Rate Advances), each Borrowing (other than a Swing Line Borrowing) shall be made on notice, given not later than 12:00 Noon P.M. (ClevelandCharlotte, Ohio North Carolina time) 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, or not later than 1:00 P.M. (Cleveland, Ohio time) on the date one same Business Day prior to as 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 to each Lender prompt notice thereof to each of the Appropriate Lenders by telex or telecopier. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately promptly (and, in any event, on the same Business Day) in writing, or telex or telecopier or e-mailby telecopier, in each case shall be in substantially the form of Exhibit B heretoB-1 hereto and duly executed by a Responsible Officer of the Borrower, specifying therein the requested 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 principal 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 Appropriate Lender shall, before 12:00 Noon 3:00 P.M. (ClevelandCharlotte, Ohio North Carolina 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 AdvancesBorrowing, 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 portion Pro Rata Share of such Borrowing in accordance with the respective Commitments of such Lender and the other LendersBorrowing. 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 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 and the Issuing Bank, respectively, and by any Revolving Credit Lender and outstanding on the date of such Revolving Credit Borrowing, together with all accrued and unpaid interest thereon to and as of such date, available to the Swing Line Bank or the Issuing Bank and to each such Revolving Credit Lender for repayment of such outstanding Swing Line Advances and Letter of Credit Advances.

Making the Advances. (a) Each Borrowing shall be made on notice, given not later than 12:00 Noon (Clevelandi) in the case of a proposed Borrowing comprised of Eurodollar Advances, Ohio time) on the third 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 not later than 1:00 P.M. (Cleveland, Ohio time) on the date one Business Day prior to 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 telex or telecopierthereof. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing, or telex or telecopier or e-mail, in each case 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 (Cleveland, Ohio time2:00 P.M. in the case of a Borrowing comprised of Base Rate Advances) 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 AdvancesBorrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Accountits Payment Office, in same day funds, such LenderBank’s ratable portion of such Borrowing in accordance with the respective Commitments of such Lender and the other LendersBorrowing. 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 at the BorrowerAdministrative Agent’s Accountaforesaid address.

Making the Advances. (a) Each Borrowing shall be made on notice, given not later than 12:00 Noon 11:00 A.M. (Cleveland, Ohio 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 not later than 1:00 P.M. (Cleveland, Ohio time) on the date one Business Day prior to 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 telex or telecopierthereof. Each such notice of a Borrowing (a “"Notice of Borrowing”") shall be transmitted by telephonetelecopier, telex or cable, confirmed immediately in writing, or telex or telecopier or e-mail, in each case in substantially the form of Exhibit B A-1 hereto, specifying therein the requested (iA) date of such Borrowing, (iiB) Type of Advances comprising to be made in connection with such Borrowing, (iiiC) aggregate amount of such Borrowing, (D) the Borrower's wire instructions, and (ivE) 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 noon (Cleveland, Ohio 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. (Cleveland, Ohio time) on the date of such Borrowing in the case of a Borrowing consisting of Base Rate Advancesany Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Accountits address referred to in Section 8.02, in same day funds, such Lender’s 's ratable portion of such Borrowing in accordance with the respective Commitments of such Lender and the other LendersBorrowing. 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 by crediting at the Administrative Agent's aforesaid address. Each Notice of Borrowing shall be irrevocable and binding on the Borrower’s Account. In the case of any Notice of Borrowing requesting 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, 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. Unless the Administrative Agent shall have received notice 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, 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 (following the Administrative Agent's demand on such Lender for the corresponding amount) 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 at the time to Advances made in connection with such Borrowing and (ii) in the case of such Lender, the Federal Funds 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. 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.

Making the Advances. (a) Each Except as otherwise provided in Section 2.02(b) or 2.03 or in respect of any Borrowing requested to be made on the Effective Date (in which case notice shall be given not later than 34 39 one Business Day prior to the Effective Date and which Borrowing shall be comprised of Base Rate Advances), each Borrowing (other than a Swing Line Borrowing) shall be made on notice, given not later than 12:00 Noon 1:00 P.M. (ClevelandCharlotte, Ohio North Carolina time) 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, or not later than 1:00 P.M. (Cleveland, Ohio time) on the date one same Business Day prior to as 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 to each Lender prompt notice thereof to each of the Appropriate Lenders by telex or telecopier. Each such notice of a Borrowing (a “Notice of Borrowing”"NOTICE OF BORROWING") shall be by telephone, confirmed immediately promptly (and, in any event, on the same Business Day) in writing, or telex or telecopier or e-mailby telecopier, in each case shall be in substantially the form of Exhibit B heretoB-1 hereto and duly executed by a Responsible Officer of the Borrower, specifying therein the requested 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 principal 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 Appropriate Lender shall, before 12:00 Noon 3:00 P.M. (ClevelandCharlotte, Ohio North Carolina 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 AdvancesBorrowing, 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 portion 's Pro Rata Share of such Borrowing in accordance with the respective Commitments of such Lender and the other LendersBorrowing. 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 by crediting the Borrower’s '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 the aggregate principal amount of any Swing Line Advances and Letter of Credit Advances made by the Swing Line Bank and the Issuing Bank, respectively, and by any Revolving Credit Lender and outstanding on the date of such Revolving Credit Borrowing, together with all accrued and unpaid interest thereon to and as of such date, available to the Swing Line Bank or the Issuing Bank and to each such Revolving Credit Lender for repayment of such outstanding Swing Line Advances and Letter of Credit Advances.

Making the Advances. (a) Each Borrowing shall be made on notice, given not later than 12:00 Noon (Clevelandi) in the case of a proposed Borrowing comprised of Eurodollar Advances, Ohio time) on the third 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 not later than 1:00 P.M. (Cleveland, Ohio time) on the date one Business Day prior to 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 telex or telecopiertelecopy. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telephonetelecopy, confirmed immediately in writing, or telex or telecopier or e-mail, in each case 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 (Cleveland, Ohio time2:00 P.M. in the case of a Borrowing comprised of Base Rate Advances) 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 AdvancesBorrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Accountits Payment Office, in same day funds, such LenderBank’s ratable portion of such Borrowing in accordance with the respective Commitments of such Lender and the other LendersBorrowing. 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 at the BorrowerAdministrative Agent’s Accountaforesaid address.

Making the Advances. (a) Each Except as otherwise provided in Section 2.02(b) or 2.03, each Borrowing shall be made on notice, given not later than 12:00 Noon 11:00 A.M. (Cleveland, Ohio 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 not later than 1:00 P.M. (Cleveland, Ohio time) on the date one 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 telex or telecopier. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing, or telex or telecopier or e-mailtelecopier, in each case 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, before 12:00 Noon 11:00 A.M. (Cleveland, Ohio 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. (Cleveland, Ohio time) on the date of such Borrowing in the case of a Borrowing consisting of Base Rate AdvancesBorrowing, 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 portion of such Borrowing 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 by crediting the Borrower’s AccountAccount or such other account as the Borrower shall request; provided, however, that, in the 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) Each Borrowing 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 12:00 Noon (Cleveland, Ohio Texas time) 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 AdvancesCredit Advance, or not later than 1:00 P.M. (Cleveland, Ohio timeC) on the date one Business Day prior to 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 Administrative Agent, which shall give to each Lender prompt notice thereof by telex or telecopier. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing, or 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 BorrowingWorking Capital Advance, and (ivD) EXHIBIT B-4 attached hereto in the case of a 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 such Advance. In the case of a proposed Borrowing consisting comprised of Eurodollar LIBOR Rate Advances, initial Interest Period for the Agent shall on the second Business Day before any LIBOR Rate Advance notify each Bank of the interest rate applicable to such AdvanceLIBOR Rate Advance under SECTION 2.2 of this Agreement. Each Lender shallNot later than 11:30 A.M. (Dallas, before 12:00 Noon (Cleveland, Ohio Texas time) on the date day of such Borrowing in the case of a Borrowing consisting of Eurodollar Rate Advances and 1:00 P.M. (Clevelandany Borrowing, Ohio time) on the date of such Borrowing in the case of a Borrowing consisting of Base Rate Advances, each Bank will make available for the its 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 portion Bank's Pro Rata Share of such Borrowing in accordance with the respective Commitments of such Lender and the other Lendersproposed Borrowing. After the Administrative Agent’s 's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article IIISECTION 4 of this Agreement, the Administrative Agent will make such funds available to the Borrower by crediting the delivering such funds to Borrower’s Account's deposit account specified in such Borrowing Notice.

Making the Advances. (a) Each Borrowing shall be made on noticenotice by the Borrower, given not later than 12:00 Noon (Cleveland, Ohio timex) 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, Advances or not later than 1:00 P.M. (Cleveland, Ohio y) 9:00 A.M. (Chicago time) 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 telex telecopier or telecopierother electronic communication. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing, including by telecopier (or telex or telecopier or e-mail, in each case 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, 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, before 12:00 Noon P.M. (Cleveland, Ohio London time) in the case of Advances in Sterling and 11:00 A.M. (Chicago time) in the case of Advances in Dollars 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, 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 portion of such Borrowing in accordance with the respective Commitments of such Lender and the other LendersBorrowing. 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 in immediately available funds to the account or accounts specified by crediting the Borrower’s AccountBorrower to the Administrative Agent in the Notice of Borrowing relating to the applicable Borrowing.

Making the Advances. (a) Each Borrowing shall be made on notice, given not later than 12:00 Noon 11:00 A.M. (Clevelandx) if the Borrowing is to be comprised, Ohio timein whole or in part, of Eurodollar Advances, at least three (3) on Business Days prior to the third 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 not later than 1:00 P.M. (Cleveland, Ohio time) on the date one Business Day prior is to the date of the proposed Borrowing in the case of a Borrowing consisting 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 telex or telecopiertelecopy. Each such Such notice of a the Borrowing (a “the "Notice of Borrowing”") shall be by telephonetelecopy, confirmed immediately in writing, or telex or telecopier or e-mail, in each case 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, before 12:00 Noon 11:00 A.M. (Cleveland, Ohio time2:00 P.M. if the Borrowing is comprised of Base Rate Advances) 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 AdvancesBorrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Accountits Payment Office, in same day funds, such Lender’s Bank's ratable portion of such Borrowing in accordance with the respective Commitments of such Lender and the other LendersBorrowing. 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 by crediting in accordance with the Borrower’s Account's written instructions.

Making the Advances. (a) Each Except as otherwise provided in Section 2.02(b), 2.02(h) or 2.03, each Borrowing (other than the Term Loan Advance) shall be made on notice, given not later than 12:00 Noon 2:00 P.M. (Cleveland, Ohio New York City time) on the (i) third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar Rate AdvancesAdvances denominated in U.S. dollars, or not later than 1:00 P.M. (Cleveland, Ohio timeii) on fourth Business Day prior to the date one of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar Rate Advances denominated in Foreign Currencies or (iii) 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 telex or telecopierthereof. Each such notice of a Borrowing (a “Notice of Borrowing”"NOTICE OF BORROWING") shall be by telephone, confirmed immediately in writing, or telex or telecopier or e-mailtelecopier, in each case 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, before 12:00 Noon 2:00 P.M. (Cleveland, Ohio 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. (Cleveland, Ohio time) on the date of such Borrowing in the case of a Borrowing consisting of Base Rate AdvancesBorrowing, 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 's 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 '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 '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 the aggregate principal amount of any Swing Line Advances and Letter of Credit Advances made by the Swing Line Bank or the 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) Each Except as otherwise provided in 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 12:00 Noon 11:00 A.M. on (Cleveland, Ohio timei) 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. (Cleveland, Ohio timeii) 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 telex or telecopier. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing, or telex or telecopier or e-mail, in Borrowing and each case in substantially the form of Exhibit B hereto, specifying 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 12:00 Noon (Cleveland, Ohio time) on the date of such Borrowing 11:00 A.M. in the case of a Borrowing consisting of Eurodollar Rate Advances and 1:00 2:00 P.M. (Cleveland, Ohio time) on the date of such Borrowing in the case of a Borrowing consisting of Base Rate Advances, in each case 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 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 of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower Borrower, in like funds as received by the Administrative Agent, either by (i) crediting the Borrower’s AccountAccount 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 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) Each Borrowing Any Revolving Advance shall, at the option of the Borrowers, be made either as a Base Rate Advance or as a LIBO Rate Advance (except for the first three Business Days after the Agreement Date, during which period the Advances shall bear interest as a Base Rate Advance); provided, however, that (i) 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 LIBO Rate Advance, such LIBO Rate Advance shall be made repaid and then reborrowed as a Base Rate Advance on noticesuch date, given and (ii) the Borrowers may not later than 12:00 Noon select a LIBO Rate Advance (Cleveland, Ohio timeA) on the third Business Day prior with respect to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar Rate Swing Line Advances, (B) with respect to an Advance, the proceeds of which are to reimburse an Issuing Bank pursuant to Section 2.1(c) hereof, or not later than 1:00 P.M. (ClevelandC) if, Ohio time) on at the date one Business Day prior time of such Advance, a Default or an Event of Default has occurred and is continuing. Each Revolving Advance shall be made, to the date of the proposed Borrowing in the case of extent that a Borrowing consisting of Base Rate AdvancesLender is so obligated under Section 2.1, by on written notice from the Borrower requesting such Revolving Advance to the Administrative AgentAgent delivered before 11:00 A.M. (New York City time) on, which shall give to each Lender prompt notice thereof by telex or telecopier. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing, or 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 LIBO Rate Advance, a Business Day which is at least three (3) Business Days prior to the first day of Eurodollar the Interest Period for 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, 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, on a pro rata basis in accordance with each Lender's Pro Rata Share of such Revolving Advance), and (z) in the case of proposed LIBO Rate Advances, initial the Interest Period therefor (which Interest Period shall be the same for each Lender) (such Advancewritten 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 12:00 Noon 1:00 P.M. (Cleveland, Ohio 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. (Cleveland, Ohio time) on the date of such Borrowing in the case of a Borrowing consisting of Base Rate AdvancesRevolving 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 portion 's Pro Rata Share of such Borrowing in accordance with the respective Commitments of such Lender and the other LendersAdvance. 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 by crediting the Borrower’s Accountaccount of such Borrower set forth in the Notice of Borrowing pursuant to which the Advance is being made.

Making the Advances. (a) Each 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. (Cleveland, Ohio 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, Advances or not later than (y) 1:00 P.M. p.m. (Cleveland, Ohio New York City time) 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 telex or telecopier. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be authorized by telephone, confirmed immediately in writinga Financial Officer of the Borrower and shall be by electronic delivery, or telex or telecopier or e-mail, in each case 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 Noon p.m. (Cleveland, Ohio New York City time) on the date of such Borrowing (or, in the case of a Borrowing consisting of Eurodollar a Base Rate Advances and 1:00 P.M. Advance, 3:00 p.m. (Cleveland, Ohio New York City time)) on the date of such Borrowing in the case of a Borrowing consisting of Base Rate AdvancesBorrowing, 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 portion of such Borrowing in accordance with the respective Commitments of such Lender and the other LendersBorrowing. 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 consistent with the Borrowerinstructions set forth in the 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 Accountduration. 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) Each Borrowing shall be made on notice, given not later than 12:00 Noon 10:00 A.M. (Cleveland, Ohio Singapore 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 not later than 1:00 P.M. (Cleveland, Ohio time) 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 applicable Borrower to the Administrative Agent, which and with respect to the initial Borrowing, such notice may be provided to the Administrative Agent prior to the date hereof. The Administrative Agent shall give to each relevant Lender prompt notice thereof by telex or telecopier. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing, or telex or telecopier or e-mail, in each case in substantially the form of Exhibit B hereto, specifying therein the requested (i) the requested date of such Borrowing, (ii) Type of Advances comprising the Facility under which such BorrowingBorrowing is requested, (iii) the 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, (v) the currency of such Borrowing, (vi) the applicable Borrower proposing such Borrowing, and (vii) the portion of funds from such Borrowing to be applied to the repayment of Swing Line Advances (including the currency thereof) and the interest accrued and unpaid thereon in accordance with the last sentence of this Section 2.02(a). Each Lender with a Commitment in respect of the applicable Facility shall, before 12:00 Noon P.M. (Cleveland, Ohio Singapore 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, make available for the account of its Applicable Lending Office to the Administrative Agent at the applicable Administrative Agent’s Account, in same day funds, such Lender’s ratable portion of such Borrowing in accordance with the respective Commitments of such Lender and the other LendersLenders in respect of the applicable Facility. 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 by crediting the Borrower’s Account; provided, however, that in the case of any Borrowing, if requested by the applicable Borrower in its Notice of Borrowing, the Administrative Agent shall first make a portion of such funds equal to the aggregate principal amount of any Swing Line Advances made by the Swing Line Bank 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 and such other Lenders for repayment of such Swing Line Advances.

Making the Advances. (a) Each Except as otherwise provided in Section 2.03 and except in respect of Advances made on the date of the Initial Extension of Credit, in which case notice will be given on the date of such Initial Extension of Credit, each Borrowing shall be made on notice, given not later than 12:00 Noon 11:00 A.M. (ClevelandCharlotte, Ohio North Carolina 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 not later than 1:00 P.M. (Cleveland, Ohio time) 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 Appropriate Lender prompt notice thereof by telex or telecopier. Each such notice of a Borrowing (a “"Notice of Borrowing”") shall be by telephone, confirmed immediately promptly in writing, or by telex or telecopier or e-mailtelecopier, 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 Appropriate Lender shall, before 12:00 Noon 11:00 A.M. (ClevelandCharlotte, Ohio North Carolina 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 AdvancesBorrowing, 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 's 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 '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 '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 the aggregate principal amount of any Letter of Credit Advances made by the Issuing Bank and, in the case of Letter of Credit Advances, by any other Working Capital Lender and outstanding on the 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) Each Borrowing shall Revolving Advance and Incremental Term Loan shall, at the option of the Borrowers, be made on notice, given not later than 12:00 Noon either as a Base Rate Advance or as a LIBO Rate Advance (Cleveland, Ohio time) on except for the third first three Business Day prior Days after the Agreement Date with respect to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar Rate Revolving Advances, or not later than 1:00 P.M. (Clevelandand for the first three Business Days after the funding of Incremental Term Loans with respect to such Incremental Term Loans, Ohio time) on the date one Business Day prior to the date of the proposed Borrowing in the case of during which period such Advances, respectively, shall bear interest as a Borrowing consisting of Base Rate AdvancesAdvance); PROVIDED, by the Borrower to the Administrative AgentHOWEVER, which shall give to each Lender prompt notice thereof by telex or telecopier. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing, or telex or telecopier or e-mail, in each case in substantially the form of Exhibit B hereto, 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 the Interest Period for 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, 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 Revolving Advance, on a pro rata basis in accordance with each Revolving Lender's Pro Rata Share of such Revolving Advance), and (z) in the case of proposed LIBO Rate Advances, initial the Interest Period therefor (which Interest Period shall be the same for each Lender) (such Advancewritten 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. (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 Incremental 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 12:00 Noon 1:00 P.M. (Cleveland, Ohio 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. (Cleveland, Ohio time) on the date of such Borrowing in the case of a Borrowing consisting of Base Rate AdvancesRevolving 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 portion 's Pro Rata Share of such Borrowing in accordance with the respective Commitments of such Lender and the other LendersRevolving 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 by crediting the Borrower’s Accountaccount of such Borrower set forth in the Notice of Revolving 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) Each Except as provided in clause (b) below or Section 3.04, each Borrowing shall be made on irrevocable notice, given not later than 12:00 Noon P.M. (Cleveland, Ohio New York City time) 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, or not later than 1:00 P.M. (Cleveland, Ohio timeii) on the date one 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 telex telecopier or telecopierelectronic communication. Each such irrevocable notice of a Borrowing (a “Notice of BorrowingFunding Notice”) shall be by telephone, confirmed immediately promptly in writing, or telex or including by telecopier or e-mailelectronic communication, in each case 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, before 12:00 Noon P.M. (Cleveland, Ohio 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. (Cleveland, Ohio time) on the date of such Borrowing in the case of a Borrowing consisting of Base Rate AdvancesBorrowing, 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 portion of such Borrowing 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 by crediting the Borrower’s AccountLongview Revenue Account or as otherwise directed by the Borrower in the Funding Notice.

Making the Advances. (a) Each Borrowing shall be made on notice, requested by facsimile notice given by the Borrower to the Administrative Agent not later than 12:00 Noon (Cleveland, Ohio timei) on the third 10:00 a.m. (Local Time) three (3) Business Day Days prior to the date proposed Borrowing Date (or, in the case of the proposed Borrowing initial Advances, such lesser number of days to which the Administrative Agent may agree), in the case of a Borrowing consisting comprised of Eurodollar Rate Advances, or not later than 1:00 P.M. Advances and (Cleveland, Ohio ii) 9:00 a.m. (Chicago time) on the date one Business Day prior to the date of the proposed Borrowing Date, in the case of a Borrowing consisting comprised of Base Rate Advances, by the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof by telex or telecopier. Each such notice of a Borrowing pursuant to this Section 2.02 (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing, or telex or telecopier or e-mail, in each case in substantially the form of Exhibit B 2.02 hereto, specifying therein the requested (i) date of such Borrowingproposed Borrowing Date, (ii) Type of Advances comprising Advances, aggregate amount of the proposed Borrowing and the Interest Period, if any, and shall include such Borrowinginformation as shall be required by Section 8.01(g). The Administrative Agent shall in turn promptly notify each Bank by facsimile of the date, (iii) applicable interest rate and aggregate amount of such Borrowing and such Bank’s ratable portion 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 shallBank, 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, make available for the account of its Applicable Lending Office to Office, shall, before 12:00 Noon (Chicago time) on the Borrowing Date specified in the notice received from the Administrative Agent at pursuant to the Administrative Agent’s Accountpreceding sentence, in same day funds, deposit such LenderBank’s ratable portion of such Borrowing in accordance with same day funds to the respective Commitments of Administrative Agent’s LS2 Incoming Clearing Account No. 9008113381C3867 (ABA No. 021-000-021) (unless another account is designated by the Administrative Agent for such Lender and the other Lenderspurpose), Reference: Xxxxxx International Inc., maintained at 0 Xxxxx Xxxxx, Xxxxxxx, Xxxxxxxx. 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 Borrower by crediting 2:00 p.m. (Local Time) on the Borrower’s Accountdate of Borrowing, at the account specified by the Borrower in the applicable Notice of Borrowing.