Common use of Borrowing Mechanics Clause in Contracts

Borrowing Mechanics. Loans made on any Funding Date (other than Revolving Loans made pursuant to subsection 3.3B for the purpose of reimbursing any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, and Swing Line Loans which shall be governed by the provisions of subsection 2.10), shall be in an aggregate minimum amount of (y) $15,000,000 and integral multiples of $5,000,000 in excess of that amount in the case of Term Loans and (z) $1,000,000 and integral multiples of $500,000 in the case of Revolving Loans; it being understood that each amount set forth in the foregoing clauses (x) and (y) shall apply to the requested aggregate amount of all TLF I Loans, TLF II Loans or Revolving Loans, as applicable, to be made on such Funding Date (calculated using the Dollar Equivalent (based on the applicable Closing FX Rates) in the case of Loans denominated in HK Dollars and Patacas). Whenever the Borrower desires that the Lenders make Term Loans or Project Cost Revolving Loans (other than (i) Revolving Loans made pursuant to subsection 3.3B for the purpose of reimbursing any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, and (ii) Swing Line Loans which shall be governed by the provisions of subsection 2.10), the Borrower shall deliver to the Administrative Agent a Borrowing Notice; provided, that, (x) other than in the case of the Initial Borrowing Date, the Borrower may not deliver any Borrowing Notice except on or after the date all conditions set forth in Section 4.1 have been satisfied and (y) in the case of the Initial Borrowing Date, the Borrower shall have satisfied all conditions set forth in Section 4.1B no later than three (3) Business Days prior to the date that is proposed to be the Initial Borrowing Date. Each such Borrowing Notice must be received by the Administrative Agent prior to 3:00 p.m., Eastern time, at least five Business Days prior to the requested Funding Date and must specify (i) the amount and type of Project Cost Term Loans, Non-Project Cost Term Loans, or Project Cost Revolving Loans, as the case may be, to be borrowed, (ii) the requested Funding Date and (iii) in the case of Eurodollar Rate Loans and in the case of the HIBOR Rate Loans, the length of the initial Interest Period therefor. Each relevant Lender will make the amount of its share of each borrowing as is required hereunder and under the Depository Agreement available to the Administrative Agent in immediately available Dollars, Patacas or HK Dollars, as applicable. Whenever the Borrower desires that the Lenders make Non-Project Cost Revolving Loans (other than (i) Revolving Loans made pursuant to subsection 3.3B for the purpose of reimbursing any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, and (ii) Swing Line Loans which shall be governed by the provisions of subsection 2.10), it shall deliver to the Administrative Agent a Borrowing Notice no later than 3:00 p.m. (Eastern time) at least five Business Days in advance of the proposed Funding Date. The Borrowing Notice shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount of Non-Project Cost Revolving Loans requested, (iii) whether such Revolving Loans that are denominated in Dollars shall be Base Rate Loans or Eurodollar Rate Loans, and (iv) in the case of any Loans requested to be made as Eurodollar Rate Loans and in the case of the HIBOR Rate Loans, the initial Interest Period requested therefor. Each relevant Lender will make the amount of its share of each borrowing as is required pursuant to and subject to the applicable requirements of Section 2 available to the Administrative Agent in immediately available Dollars, Patacas or HK Dollars, as applicable. The Borrower shall notify the Administrative Agent prior to the funding of any such Revolving Loans in the event that any of the matters to which the Borrower is required to certify in the applicable Borrowing Notice is no longer true and correct as of the applicable Funding Date, and the acceptance by the Borrower of the proceeds of any such Revolving Loans shall constitute a recertification by the Borrower, as of the applicable Funding Date, as to the matters to which the Borrower is required to certify in the applicable Borrowing Notice. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Borrowing Notice for a Eurodollar Rate Loan or a HIBOR Rate Loan shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to make a borrowing in accordance therewith. All proceeds of TLF I Loans not otherwise used to pay Transaction Costs on the Initial Borrowing Date shall be deposited in the Project Loans Disbursement Account or Local Currency Loans Accounts, as applicable. All proceeds of TLF II Loans that are Project Cost Term Loans, and Project Cost Revolving Loans, shall be deposited in the Project Loans Disbursement Account or Local Currency Loans Accounts, as applicable. All proceeds of Non-Project Cost Revolving Loans and Non-Project Cost Term Loans shall be deposited in the Operating Accounts, as directed by the Borrower.

Borrowing Mechanics. Term Loans or Revolving Loans made on any Funding Date (other than Revolving Loans made pursuant to subsection 3.3B for the purpose of reimbursing any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, and Swing Line Loans which shall be governed by the provisions of subsection 2.10), shall be in an aggregate minimum amount of (y) $15,000,000 3,000,000 and integral multiples of $5,000,000 1,000,000 in excess of that amount in the case of Term Loans and (z) $1,000,000 and integral multiples of $500,000 in the case of Revolving Loans; it being understood that each amount set forth in the foregoing clauses (x) and (y) shall apply to the requested aggregate amount of all TLF I Loans, TLF II Loans or Revolving Loans, as applicable, to be made on such Funding Date (calculated using the Dollar Equivalent (based on the applicable Closing FX Rates) in the case of Loans denominated in HK Dollars and Patacas). Whenever the Borrower desires Borrowers desire that the Lenders make Term Loans or Project Cost Revolving Loans (other than (i) Revolving Loans made pursuant to subsection 3.3B for the purpose of reimbursing any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, and (ii) Swing Line Loans which shall be governed by the provisions of subsection 2.10), the Borrower they shall deliver to the Administrative Agent a Notice of Borrowing Notice; provided, that, (x) other than in the case of the Initial Borrowing Date, the Borrower may not deliver any Borrowing Notice except on or after the date all conditions set forth in Section 4.1 have been satisfied and (y) in the case of the Initial Borrowing Date, the Borrower shall have satisfied all conditions set forth in Section 4.1B no later than three 10:00 A.M. (3) Business Days prior to the date that is proposed to be the Initial Borrowing Date. Each such Borrowing Notice must be received by the Administrative Agent prior to 3:00 p.m., Eastern time, at least five Business Days prior to the requested Funding Date and must specify (i) the amount and type of Project Cost Term Loans, Non-Project Cost Term Loans, or Project Cost Revolving Loans, as the case may be, to be borrowed, (ii) the requested Funding Date and (iii) in the case of Eurodollar Rate Loans and in the case of the HIBOR Rate Loans, the length of the initial Interest Period therefor. Each relevant Lender will make the amount of its share of each borrowing as is required hereunder and under the Depository Agreement available to the Administrative Agent in immediately available Dollars, Patacas or HK Dollars, as applicable. Whenever the Borrower desires that the Lenders make Non-Project Cost Revolving Loans (other than (i) Revolving Loans made pursuant to subsection 3.3B for the purpose of reimbursing any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, and (ii) Swing Line Loans which shall be governed by the provisions of subsection 2.10), it shall deliver to the Administrative Agent a Borrowing Notice no later than 3:00 p.m. (Eastern New York City time) at least five three Business Days in advance of the proposed Funding DateDate (in the case of a Eurodollar Rate Loan) or at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). The Notice of Borrowing Notice shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount of Non-Project Cost Revolving Loans requested, (iii) whether such Revolving Loans that are denominated in Dollars shall be Base Rate Loans or Eurodollar Rate Loans, and (iv) in the case of any Loans requested to be made as Eurodollar Rate Loans and in the case of the HIBOR Rate Loans, the initial Interest Period requested therefor. Each relevant Lender will make the amount of its share of each borrowing as is required pursuant to and subject to the applicable requirements of Section 2 available to the Borrowers shall notify Administrative Agent in immediately available Dollars, Patacas or HK Dollars, as applicable. The Borrower shall notify the Administrative and Disbursement Agent prior to the funding of any such Revolving Loans in the event that any of the matters to which the Borrower is Borrowers are required to certify in the applicable Notice of Borrowing Notice is no longer true and correct as of the applicable Funding Date, and the acceptance by the Borrower Borrowers of the proceeds of any such Revolving Loans shall constitute a recertification re-certification by the BorrowerBorrowers, as of the applicable Funding Date, as to the matters to which the Borrower is Borrowers are required to certify in the applicable Borrowing NoticeNotice of Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing Notice for a Eurodollar Rate Loan or a HIBOR Rate Loan shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower Borrowers shall be bound to make a borrowing in accordance therewith. All proceeds of TLF I Loans not otherwise used to pay Transaction Costs on the Initial Borrowing Date shall be deposited in the Project Loans Disbursement Account or Local Currency Loans Accounts, as applicable. All proceeds of TLF II Loans that are Project Cost Term Loans, and Project Cost Revolving Loans, shall be deposited in the Project Loans Disbursement Account or Local Currency Loans Accounts, as applicable. All proceeds of Non-Project Cost Revolving Loans and Non-Project Cost Term Loans shall be deposited in the Operating Accounts, as directed by the Borrower.

Borrowing Mechanics. Tranche A Term Loans or AXELs Series B or Revolving Loans made on any Funding Date (other than Revolving Loans made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(iv) for the purpose of repaying any Refunded Swing Line Loans or Revolving Loans made pursuant to subsection 3.3B for the purpose of reimbursing any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, and Swing Line Loans which shall be governed by the provisions of subsection 2.10), ) shall be in an aggregate minimum amount of (y) $15,000,000 5,000,000 and integral multiples of $5,000,000 1,000,000 in excess of that amount in the case of Term Loans and (z) $1,000,000 and integral multiples of $500,000 in the case of Revolving Loans; it being understood that each amount set forth in the foregoing clauses (x) and (y) shall apply to the requested aggregate amount of all TLF I Loans, TLF II Loans or Revolving Loans, as applicable, to be made on such Funding Date (calculated using the Dollar Equivalent (based on the applicable Closing FX Rates) in the case of Loans denominated in HK Dollars and Patacas)amount. Whenever the Borrower Company desires that the Lenders make Term Loans or Project Cost Revolving Loans (other than (i) Revolving Loans made pursuant to subsection 3.3B for the purpose of reimbursing any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, and (ii) Swing Line Loans which shall be governed by the provisions of subsection 2.10), the Borrower shall deliver to the Administrative Agent a Borrowing Notice; provided, that, (x) other than in the case of the Initial Borrowing Date, the Borrower may not deliver any Borrowing Notice except on or after the date all conditions set forth in Section 4.1 have been satisfied and (y) in the case of the Initial Borrowing Date, the Borrower shall have satisfied all conditions set forth in Section 4.1B no later than three (3) Business Days prior to the date that is proposed to be the Initial Borrowing Date. Each such Borrowing Notice must be received by the Administrative Agent prior to 3:00 p.m., Eastern time, at least five Business Days prior to the requested Funding Date and must specify (i) the amount and type of Project Cost Term Loans, Non-Project Cost Term Loans, or Project Cost Revolving Loans, as the case may be, to be borrowed, (ii) the requested Funding Date and (iii) in the case of Eurodollar Rate Loans and in the case of the HIBOR Rate Loans, the length of the initial Interest Period therefor. Each relevant Lender will make the amount of its share of each borrowing as is required hereunder and under the Depository Agreement available to the Administrative Agent in immediately available Dollars, Patacas or HK Dollars, as applicable. Whenever the Borrower desires that the Lenders make Non-Project Cost Revolving Loans (other than (i) Revolving Loans made pursuant to subsection 3.3B for the purpose of reimbursing any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, and (ii) Swing Line Loans which shall be governed by the provisions of subsection 2.10), it shall deliver to the Administrative Agent a Notice of Borrowing Notice no later than 3:00 p.m. 10:00 A.M. (Eastern Toronto time) at least five three Business Days in advance of the proposed Funding DateDate (in the case of a Eurodollar Rate Loan) or at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). The Notice of Borrowing Notice shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount and type of Non-Project Cost Revolving Loans requested, (iii) with respect to any other Loans made during the Initial Period, that such Loans shall be Base Rate Loans, (iii) in the case of Revolving Loans not made during the Initial Period, whether such Revolving Loans that are denominated in Dollars shall be Base Rate Loans or Eurodollar Rate Loans, and (ivv) in the case of any Loans requested to be made as Eurodollar Rate Loans and in the case of the HIBOR Rate Loans, the initial Interest Period requested therefor. Each relevant Lender will make , and (vi) in the amount case of its share of each borrowing as is required pursuant to and subject Swing Line Loans that such Loans shall bear interest by reference to the Canadian Prime Rate. Term Loans and Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering the above-described Notice of Borrowing, Company may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Borrowing to Administrative Agent on or before the applicable requirements Funding Date. Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Agent a Notice of Section 2 available Borrowing no later than 12:00 Noon (Toronto time); provided that Swing Line Loans (i) may be made on the same day's telephone request by Company to Administrative Agent, providing the same information to Administrative Agent as would be contained in a Notice of Borrowing (which shall be deemed to have been provided); and (ii) shall be made by Administrative Agent without notice from Company in respect of any overdraft in Company's account with Swing Line Lender or in connection with Company's "purchase card program" with Swing Line Lender on Swing Line Lender's customary terms and conditions for such program. All Swing Line Loans shall be made by Administrative Agent in immediately available Dollarsaccordance with the terms of this Agreement and Swing Line Lender's usual and customary documentation, Patacas if any, for the provision of swing line credit services. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to in this subsection 2.1B that Administrative Agent believes in good faith to have been given by a duly authorized officer or HK Dollarsother person authorized to borrow on behalf of Company or for otherwise acting in good faith under this subsection 2.1B, as applicableand upon funding of Loans by Lenders in accordance with this Agreement pursuant to any such telephonic notice Company shall have effected Loans hereunder. The Borrower Company shall notify the Administrative Agent prior to the funding of any such Revolving Loans in the event that any of the matters to which the Borrower Company is required to certify in the applicable Notice of Borrowing Notice is no longer true and correct as of the applicable Funding Date, and the acceptance by the Borrower Company of the proceeds of any such Revolving Loans shall constitute a recertification re-certification by the BorrowerCompany, as of the applicable Funding Date, as to the matters to which the Borrower Company is required to certify in the applicable Borrowing NoticeNotice of Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing Notice for a Eurodollar Rate Loan (or a HIBOR Rate Loan telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower Company shall be bound to make a borrowing in accordance therewith. All proceeds of TLF I Loans not otherwise used to pay Transaction Costs on the Initial Borrowing Date shall be deposited in the Project Loans Disbursement Account or Local Currency Loans Accounts, as applicable. All proceeds of TLF II Loans that are Project Cost Term Loans, and Project Cost Revolving Loans, shall be deposited in the Project Loans Disbursement Account or Local Currency Loans Accounts, as applicable. All proceeds of Non-Project Cost Revolving Loans and Non-Project Cost Term Loans shall be deposited in the Operating Accounts, as directed by the Borrower.

Borrowing Mechanics. Term Loans or Revolving Loans (including any such Loans made as Eurodollar Rate Loans with a particular Interest Period) made on any Funding Date (other than Revolving Loans made pursuant to a request by the Swing Line Lender pursuant to subsection 3.3B 2.1A(vi) for the purpose of reimbursing repaying any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, and Refunded Swing Line Loans which shall be governed by the provisions of subsection 2.10), shall be in an aggregate minimum amount of (y) $15,000,000 and integral multiples of $5,000,000 in excess of that amount in the case of Term Loans and (z) $1,000,000 and integral multiples of $500,000 in the case of Revolving Loans; it being understood that each amount set forth in the foregoing clauses (x) and (y) shall apply to the requested aggregate amount of all TLF I Loans, TLF II Loans or Revolving Loans, as applicable, to be made on such Funding Date (calculated using the Dollar Equivalent (based on the applicable Closing FX Rates) in the case of Loans denominated in HK Dollars and Patacas). Whenever the Borrower desires that the Lenders make Term Loans or Project Cost Revolving Loans (other than (i) Revolving Loans made pursuant to subsection 3.3B for the purpose of reimbursing any the Issuing Lender Bank for the amount of a drawing or payment under a Letter of Credit issued by it, ) shall be in an aggregate minimum amount of $500,000 and (ii) integral multiples of $100,000 in excess of that amount; provided that any Eurodollar Rate Loan shall be in a minimum amount of -------- $1,000,000 and integral multiples of $100,000 in excess of that amount. Swing Line Loans which made on any Funding Date shall be governed by the provisions of subsection 2.10), the Borrower shall deliver to the Administrative Agent a Borrowing Notice; provided, that, (x) other than in the case of the Initial Borrowing Date, the Borrower may not deliver any Borrowing Notice except on or after the date all conditions set forth in Section 4.1 have been satisfied and (y) in the case of the Initial Borrowing Date, the Borrower shall have satisfied all conditions set forth in Section 4.1B no later than three (3) Business Days prior to the date that is proposed to be the Initial Borrowing Date. Each such Borrowing Notice must be received by the Administrative Agent prior to 3:00 p.m., Eastern time, at least five Business Days prior to the requested Funding Date and must specify (i) the amount and type of Project Cost Term Loans, Non-Project Cost Term Loans, or Project Cost Revolving Loans, as the case may be, to be borrowed, (ii) the requested Funding Date and (iii) in the case of Eurodollar Rate Loans and in the case of the HIBOR Rate Loans, the length of the initial Interest Period therefor. Each relevant Lender will make the an aggregate minimum amount of its share $100,000 and integral multiples of each borrowing as is required hereunder and under the Depository Agreement available to the Administrative Agent $50,000 in immediately available Dollars, Patacas or HK Dollars, as applicableexcess of that amount. Whenever the Borrower Company desires that the Lenders make Non-Project Cost Term Loans or Revolving Loans (other than (i) Revolving Loans made pursuant to subsection 3.3B for the purpose of reimbursing any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, and (ii) Swing Line Loans which shall be governed by the provisions of subsection 2.10), it shall deliver to the Administrative Agent a Notice of Borrowing Notice no later than 3:00 1:00 p.m. (Eastern New York time) ), at least five three (3) Business Days in advance of the proposed Funding Date in the case of a Eurodollar Rate Loan, or at least one (1) Business Day in advance of the proposed Funding Date in the case of a Base Rate Loan. Whenever Company desires that the Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a Notice of Borrowing no later than 1:00 p.m. (New York time) on the proposed Funding Date. The Notice of Borrowing Notice shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount and type of Non-Project Cost Revolving Loans requested, (iii) in the case of Swing Line Loans, that such Loans shall be Base Rate Loans, (iv) in the case of any Loans other than Swing Line Loans, whether such Revolving Loans that are denominated in Dollars shall be Base Rate Loans or Eurodollar Rate Loans, and (ivv) in the case of any Loans requested to be made as Eurodollar Rate Loans and in the case of the HIBOR Rate Loans, the initial Interest Period requested therefor. Each relevant Lender will make Term Loans and Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the amount manner provided in subsection 2.2D. In lieu of its share delivering the above-described Notice of each Borrowing, Company may give the Administrative Agent telephonic notice by the required time of any proposed borrowing as is required pursuant to and subject to the applicable requirements under this subsection 2.1B; provided that such notice shall be -------- promptly confirmed in writing by delivery of Section 2 available a Notice of Borrowing to the Administrative Agent on or before the applicable Funding Date. Neither the Administrative Agent nor any Lender shall incur any liability to Company in immediately available Dollarsacting upon any telephonic notice referred to above that the Administrative Agent believes in good faith to have been given by a duly authorized officer authorized to borrow on behalf of Company or for otherwise acting in good faith under this subsection 2.1B, Patacas or HK Dollarsand upon funding of Loans by the Lenders in accordance with this Agreement pursuant to any such telephonic notice, as applicableCompany shall have effected Loans hereunder. The Borrower Company shall notify the Administrative Agent prior to the funding of any such Revolving Loans in the event that any of the matters to which the Borrower Company is required to certify in the applicable Notice of Borrowing Notice is are no longer true and correct (with such materiality qualifications as is set forth in a particular matter to which Company is required to certify) as of the applicable Funding Date, and the acceptance by the Borrower Company of the proceeds of any such Revolving Loans shall constitute a recertification re- certification by the BorrowerCompany, as of the applicable Funding Date, as to the matters to which the Borrower Company is required to certify in the applicable Borrowing NoticeNotice of Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing Notice for a Eurodollar Rate Loan (or a HIBOR Rate Loan telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower Company shall be bound to make a borrowing in accordance therewith. All proceeds of TLF I Loans not otherwise used to pay Transaction Costs on the Initial Borrowing Date shall be deposited in the Project Loans Disbursement Account or Local Currency Loans Accounts, as applicable. All proceeds of TLF II Loans that are Project Cost Term Loans, and Project Cost Revolving Loans, shall be deposited in the Project Loans Disbursement Account or Local Currency Loans Accounts, as applicable. All proceeds of Non-Project Cost Revolving Loans and Non-Project Cost Term Loans shall be deposited in the Operating Accounts, as directed by the Borrower.

Borrowing Mechanics. Loans made on any Funding Date (other than The obtaining by the Borrower of each Revolving Loans made pursuant to subsection 3.3B for the purpose of reimbursing any Issuing Lender for the amount of a drawing under a Letter Loan and each Line of Credit issued by it, and Swing Line Loans which Advance shall be governed by subject to the provisions of subsection 2.10), following terms and conditions: (a) Base Rate Loans shall be in an aggregate the minimum amount of One Million Dollars (y$1,000,000.00) $15,000,000 and integral multiples of One Hundred Thousand Dollars ($5,000,000 100,000.00) in excess of that amount or, if less, the amount available to be borrowed under either the Revolver or the Line of Credit at the time the Base Rate Loan is requested by the Borrower. Subject to there being sufficient availability under the Revolver and the Line of Credit, as applicable, LIBOR Rate Loans shall be in the case minimum amount of Term Loans and Five Million Dollars (z$5,000,000.00) $1,000,000 and integral multiples of One Million Dollars ($500,000 in the case of Revolving Loans; it being understood that each amount set forth in the foregoing clauses (x) and (y) shall apply to the requested aggregate amount of all TLF I Loans, TLF II Loans or Revolving Loans, as applicable, to be made on such Funding Date (calculated using the Dollar Equivalent (based on the applicable Closing FX Rates1,000,000.00) in the case excess of Loans denominated in HK Dollars and Patacas)that amount. Whenever the Borrower desires that the Lenders Banks make Term Loans or Project Cost a Revolving Loans (other than (i) Revolving Loans made pursuant to subsection 3.3B for the purpose of reimbursing any Issuing Lender for the amount of Loan and/or a drawing under a Letter Line of Credit issued by it, and (ii) Swing Line Loans which shall be governed by Advance to the provisions of subsection 2.10)Borrower, the Borrower shall deliver to the Administrative Agent Banks a Borrowing Notice; provided, that, (x) other than in the case Request for Revolving Loan or a Request for Line of the Initial Borrowing Date, the Borrower may not deliver any Borrowing Notice except on or after the date all conditions set forth in Section 4.1 have been satisfied and (y) in the case of the Initial Borrowing Date, the Borrower shall have satisfied all conditions set forth in Section 4.1B Credit Advance no later than 10:30 A.M. (Louisville, Kentucky time) at least three (3) Business Days prior to the date that is proposed to be the Initial Borrowing Date. Each such Borrowing Notice must be received by the Administrative Agent prior to 3:00 p.m., Eastern time, at least five Business Days prior to the requested Funding Date and must specify (i) the amount and type of Project Cost Term Loans, Non-Project Cost Term Loans, or Project Cost Revolving Loans, as the case may be, to be borrowed, (ii) the requested Funding Date and (iii) in the case of Eurodollar Rate Loans and in the case of the HIBOR Rate Loans, the length of the initial Interest Period therefor. Each relevant Lender will make the amount of its share of each borrowing as is required hereunder and under the Depository Agreement available to the Administrative Agent in immediately available Dollars, Patacas or HK Dollars, as applicable. Whenever the Borrower desires that the Lenders make Non-Project Cost Revolving Loans (other than (i) Revolving Loans made pursuant to subsection 3.3B for the purpose of reimbursing any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, and (ii) Swing Line Loans which shall be governed by the provisions of subsection 2.10), it shall deliver to the Administrative Agent a Borrowing Notice no later than 3:00 p.m. (Eastern time) at least five Business Days in advance of the proposed Funding Date. The Borrowing Notice shall specify (i) Date in the case of a LIBOR Rate Loan and on the day of the proposed Funding Date (which shall be a Business Day), (ii) the amount of Non-Project Cost Revolving Loans requested, (iii) whether such Revolving Loans that are denominated in Dollars shall be Base Rate Loans or Eurodollar Rate Loans, and (iv) in the case of any a Base Rate Loan. The Request for Revolving Loan and the Request for Line of Credit Advance shall be in the form of Ex- hibits B (formerly Exhibit B to the Loan Agreement) and C, respectively, attached hereto and made a part of the Fourth Amend- ment. Revolving Loans requested to and Line of Credit Advances may be made continued as Eurodollar or converted into Base Rate Loans and in the case of the HIBOR LIBOR Rate Loans, the initial Interest Period requested therefor. Each relevant Lender will make the amount of its share of each borrowing as is required pursuant to and subject to the applicable requirements of Section 2 available to the Administrative Agent in immediately available Dollars, Patacas or HK Dollars, as applicable. The Borrower shall notify the Administrative Agent prior to the funding of any such Revolving Loans in the event that any manner provided in Section 2.2(d) hereof. In lieu of delivering the above described Request for Revolving Loan and the Request for Line of Credit Advance, the Borrower may give the Agent telephonic notice by the required time of the matters requested Revolving Loan and/or Line of Credit Advance under this Section 2.1C; pro- vided that such notice shall be promptly confirmed in writing by delivery of a Request for Revolving Loan and the Request for Line of Credit Advance to which the Borrower is required to certify in the applicable Borrowing Notice is no longer true and correct as of Agent on or before the applicable Funding Date. (b) Neither the Agent nor the Banks shall incur any liability to the Borrower in acting upon any telephonic notice referred to above which the Agent and/or the Banks believe in good faith to have been given by an Autho- rized Officer or other person authorized to borrow on behalf of the Borrower or for other- wise acting in good faith under this Section 2.1C, and the acceptance and, upon funding of any Revolving Loans or any Line of Credit Advances by the Banks in accordance with this Loan Agreement pursuant to any telephonic notice, the Borrower of the proceeds of any shall have effected such Revolving Loans shall constitute a recertification by the Borrower, as or such Line of the applicable Funding Date, as to the matters to which the Borrower is required to certify in the applicable Borrowing Notice. Credit Advances hereunder. (c) Except as otherwise provided in subsections 2.6BSections 2.6(b), 2.6C and 2.6G2.6(c) or 2.6(f) hereof, a Borrowing Notice Request for a Eurodollar Rate Revolving Loan or a HIBOR Request for Line of Credit Advance for a LIBOR Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Deter- mination Date, and the Borrower shall be bound to make a borrowing borrow the particular LIBOR Rate Loan in accordance therewith. All . (d) The Agent shall make the pro- ceeds of each Revolving Loan and each Line of Credit Advance requested by the Borrower available to the Borrower on the Funding Date by causing an amount of same day funds equal to the proceeds of TLF I Loans not otherwise used such Revolving Loan and such Line of Credit Advance to pay Transaction Costs on be credited to the Initial Borrowing Date account of the Borrower maintained with the Banks. (e) The Borrower shall be deposited have no right to obtain, and the Banks shall have no obligation to make, any Revolving Loan or any Line of Credit Advance if a Potential Event of Default or an Event of Default has occurred and is continuing. (f) Each request by the Borrower for a Revolving Loan, a Line of Credit Advance or a Swing Line Loan shall, in and of itself, constitute a continuing representation and warranty by the Borrower to the Banks (i) that the Borrower then is, and at the time the Revolving Loan, Line of Credit Advance or Swing Line Loan is actually made will be, entitled under this Loan Agreement to obtain the particular Revolving Loan, Line of Credit Advance or Swing Line Loan, and (ii) that all of the covenants, agreements, representations and warranties made by the Borrower herein and in the Project Loans Disbursement Account or Local Currency Loans Accountsother Loan Instruments are true and correct, and have been fully complied with, as applicableof such date. (g) The Borrower shall have no right to obtain any Revolving Loan, Line of Credit Advance or Swing Line Loan unless all of the terms and conditions set forth in this Section 2.1C have been fully satisfied with regard to that Revolving Loan, that Line of Credit Advance or that Swing Line Loan. 22. All proceeds Section 2.2 of TLF II Loans that are Project Cost Term Loans, the Loan Agreement is hereby amended and Project Cost Revolving Loans, shall be deposited restated in the Project Loans Disbursement Account or Local Currency Loans Accounts, its entirety to read as applicable. All proceeds of Non-Project Cost Revolving Loans and Non-Project Cost Term Loans shall be deposited in the Operating Accounts, as directed by the Borrower.follows:

Borrowing Mechanics. Term Loans or Revolving Loans (including any such Loans made as Eurodollar Rate Loans with a particular Interest Period) made on any Funding Date (other than Revolving Loans made pursuant to a request by the Swing Line Lender pursuant to subsection 3.3B 2.1A(v) for the purpose of reimbursing repaying any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, and Refunded Swing Line Loans which shall be governed by the provisions of subsection 2.10), shall be in an aggregate minimum amount of (y) $15,000,000 and integral multiples of $5,000,000 in excess of that amount in the case of Term Loans and (z) $1,000,000 and integral multiples of $500,000 in the case of Revolving Loans; it being understood that each amount set forth in the foregoing clauses (x) and (y) shall apply to the requested aggregate amount of all TLF I Loans, TLF II Loans or Revolving Loans, as applicable, to be made on such Funding Date (calculated using the Dollar Equivalent (based on the applicable Closing FX Rates) in the case of Loans denominated in HK Dollars and Patacas). Whenever the Borrower desires that the Lenders make Term Loans or Project Cost Revolving Loans (other than (i) Revolving Loans made pursuant to subsection 3.3B for the purpose of reimbursing any the Issuing Lender Bank for the amount of a drawing or payment under a Letter of Credit issued by it, ) shall be in an aggregate minimum amount of $500,000 and (ii) integral multiples of $100,000 in excess of that amount; provided that any Eurodollar Rate Loan shall be in a minimum amount of -------- $1,000,000 and integral multiples of $100,000 in excess of that amount. Swing Line Loans which made on any Funding Date shall be governed by the provisions of subsection 2.10), the Borrower shall deliver to the Administrative Agent a Borrowing Notice; provided, that, (x) other than in the case of the Initial Borrowing Date, the Borrower may not deliver any Borrowing Notice except on or after the date all conditions set forth in Section 4.1 have been satisfied and (y) in the case of the Initial Borrowing Date, the Borrower shall have satisfied all conditions set forth in Section 4.1B no later than three (3) Business Days prior to the date that is proposed to be the Initial Borrowing Date. Each such Borrowing Notice must be received by the Administrative Agent prior to 3:00 p.m., Eastern time, at least five Business Days prior to the requested Funding Date and must specify (i) the amount and type of Project Cost Term Loans, Non-Project Cost Term Loans, or Project Cost Revolving Loans, as the case may be, to be borrowed, (ii) the requested Funding Date and (iii) in the case of Eurodollar Rate Loans and in the case of the HIBOR Rate Loans, the length of the initial Interest Period therefor. Each relevant Lender will make the an aggregate minimum amount of its share $100,000 and integral multiples of each borrowing as is required hereunder and under the Depository Agreement available to the Administrative Agent $50,000 in immediately available Dollars, Patacas or HK Dollars, as applicableexcess of that amount. Whenever the Borrower Company desires that the Lenders make Non-Project Cost Term Loans or Revolving Loans (other than (i) Revolving Loans made pursuant to subsection 3.3B for the purpose of reimbursing any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, and (ii) Swing Line Loans which shall be governed by the provisions of subsection 2.10), it shall deliver to the Administrative Agent a Notice of Borrowing Notice no later than 3:00 1:00 p.m. (Eastern New York time) ), at least five three (3) Business Days in advance of the proposed Funding Date in the case of a Eurodollar Rate Loan, or at least one (1) Business Day in advance of the proposed Funding Date in the case of a Base Rate Loan. Whenever Company desires that the Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a Notice of Borrowing no later than 1:00 p.m. (New York time) on the proposed Funding Date. The Notice of Borrowing Notice shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount and type of Non-Project Cost Revolving Loans requested, (iii) in the case of Swing Line Loans, that such Loans shall be Base Rate Loans, (iv) in the case of any Loans other than Swing Line Loans, whether such Revolving Loans that are denominated in Dollars shall be Base Rate Loans or Eurodollar Rate Loans, and (ivv) in the case of any Loans requested to be made as Eurodollar Rate Loans and in the case of the HIBOR Rate Loans, the initial Interest Period requested therefor. Each relevant Lender will make Term Loans and Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the amount manner provided in subsection 2.2D. In lieu of its share delivering the above-described Notice of each Borrowing, Company may give the Administrative Agent telephonic notice by the required time of any proposed borrowing as is required pursuant to and subject to the applicable requirements under this subsection 2.1B; provided that such notice shall be -------- promptly confirmed in writing by delivery of Section 2 available a Notice of Borrowing to the Administrative Agent on or before the applicable Funding Date. Neither the Administrative Agent nor any Lender shall incur any liability to Company in immediately available Dollarsacting upon any telephonic notice referred to above that the Administrative Agent believes in good faith to have been given by a duly authorized officer authorized to borrow on behalf of Company or for otherwise acting in good faith under this subsection 2.1B, Patacas or HK Dollarsand upon funding of Loans by the Lenders in accordance with this Agreement pursuant to any such telephonic notice, as applicableCompany shall have effected Loans hereunder. The Borrower Company shall notify the Administrative Agent prior to the funding of any such Revolving Loans in the event that any of the matters to which the Borrower Company is required to certify in the applicable Notice of Borrowing Notice is are no longer true and correct (with such materiality qualifications as is set forth in a particular matter to which Company is required to certify) as of the applicable Funding Date, and the acceptance by the Borrower Company of the proceeds of any such Revolving Loans shall constitute a recertification re- certification by the BorrowerCompany, as of the applicable Funding Date, as to the matters to which the Borrower Company is required to certify in the applicable Borrowing NoticeNotice of Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing Notice for a Eurodollar Rate Loan (or a HIBOR Rate Loan telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower Company shall be bound to make a borrowing in accordance therewith. All proceeds of TLF I Loans not otherwise used to pay Transaction Costs on the Initial Borrowing Date shall be deposited in the Project Loans Disbursement Account or Local Currency Loans Accounts, as applicable. All proceeds of TLF II Loans that are Project Cost Term Loans, and Project Cost Revolving Loans, shall be deposited in the Project Loans Disbursement Account or Local Currency Loans Accounts, as applicable. All proceeds of Non-Project Cost Revolving Loans and Non-Project Cost Term Loans shall be deposited in the Operating Accounts, as directed by the Borrower.