Common use of Making the Advances Clause in Contracts

Making the Advances. (a) Except as otherwise provided in Section 2.02(b) or 2.03, each Borrowing (other than a Competitive Bid Borrowing) shall be made on notice, given not later than 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 Eurocurrency Rate Advances, or the first Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Prime Rate Advances, by the relevant Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof by telecopier or telex. Each such notice of a Borrowing (a "Notice of Borrowing") shall be by telephone, confirmed immediately in writing, or telecopier or telex in substantially the form of Exhibit 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, (iv) aggregate amount of such Borrowing, and (v) in the case of a Borrowing consisting of Eurocurrency Rate Advances, initial Interest Period and the currency for each such Advance. Each Lender shall, before 12:00 Noon (New York City time) on the date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent's Account, in same day funds, such Lender's ratable portion of such Borrowing. After the Administrative Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower at the Administrative Agent's address referred to in Section 9.02.

Making the Advances. (a) Except as otherwise provided in Section 2.02(b) or 2.03, each Borrowing (other than a Competitive Bid Borrowing) shall be made on notice, given not later than 12:00 Noon 11:00 A.M. (New York City time) on (x) the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurocurrency Eurodollar Rate Advances, or (y) the first Business Day prior to the date of the proposed Borrowing (or, if the Swing Line Bank shall, in its sole discretion, decline to make a Swing Line Advance on the date of the proposed Borrowing after a request therefor by a Borrower pursuant to Section 2.01(d) or (e), the date of the proposed Borrowing) in the case of a Borrowing consisting of Prime Base Rate Advances, by the relevant any Borrower to the Administrative Agent, which shall give to each Appropriate Lender prompt notice thereof by telecopier telex or telextelecopier. Each such notice of a Borrowing (a "Notice of Borrowing") shall be by telephone, confirmed immediately in writing, or telecopier telex or telex telecopier, in substantially the form of Exhibit B-1 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, (iv) aggregate amount of such Borrowing, Borrowing and (v) in the case of a Borrowing consisting of Eurocurrency Eurodollar Rate Advances, initial Interest Period and the currency for each such Advance. Each Appropriate Lender shall, before 12:00 Noon 11:00 A.M. (New York City time) on the date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent's Account, in same day funds, such Lender's ratable portion of such BorrowingBorrowing in accordance with the respective Commitments under the applicable Facility of such Lender and the other Appropriate Lenders. After the Administrative Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the relevant Borrower at by crediting the Administrative Agentrelevant Borrower's address referred to in Section 9.02Account.

Making the Advances. (a) Except as otherwise provided in Section 2.02(b) or 2.03, each Each Borrowing (other than a Competitive Bid Borrowing) shall be made on notice, given not later than 12:00 Noon (New York City 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 Eurocurrency Eurodollar Rate Advances, or the first Business Day prior to not later than 9:30 A.M. on the date of the proposed Borrowing in the case of a Borrowing consisting of Prime Base Rate Advances, by the relevant Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof by telecopier or telex. Each such notice of a Borrowing (a "“Notice of Borrowing"”) shall be by telephone, confirmed immediately in writing, or telecopier or telex in substantially the form of Exhibit B-1 A hereto, specifying therein the requested (i) date of Borrowing Date for such Borrowing, (ii) Facility under which such Borrowing is to be made, (iii) Type of Advances comprising such Borrowing, (iviii) aggregate amount of such Borrowing, and (viv) in the case of a Borrowing consisting of Eurocurrency Eurodollar Rate Advances, the initial Interest Period and the currency for each such Advance. Each Lender shall, before 12:00 Noon (New York City time) noon on the date of such Borrowingapplicable Borrowing Date, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent's ’s Account, in same day funds, such Lender's ’s ratable portion of the Borrowing to be made on such BorrowingBorrowing Date. 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 at in such manner as the Borrower shall have specified in the applicable Notice of Borrowing and as shall be reasonably acceptable to the Administrative Agent's address referred . (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 $10,000,000 or if the obligation of the Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.11(c), 2.11(f) or 2.15, and (ii) there shall be not more than 20 Borrowings at any one time outstanding. (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 comprise 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, telex or telecopier from a Lender prior to any Borrowing Date or, in the case of a Base Rate Advance, prior to the time of Borrowing, that such Lender will not make available to the Administrative Agent such Lender’s Advance as part of the Borrowing to be made on such Borrowing Date, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on such Borrowing Date in accordance with subsection (a) of this Section 9.022.02, 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 Advance 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 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.

Making the Advances. (a) Except as otherwise provided in Section 2.02(b) or 2.03, each Each Borrowing (other than a Competitive Bid BorrowingSwingline Loan) shall be made on notice, requested by facsimile notice given by the Borrower to the Administrative Agent not later than 12:00 Noon (New York City 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 Eurocurrency Eurodollar Rate Advances, or the first Business Day prior to the date of Advances and (ii) 9:00 a.m. (Chicago time) on the proposed Borrowing Date, in the case of a Borrowing consisting comprised of Prime Base Rate Advances, by the relevant Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof by telecopier or telex. 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 telecopier or telex in substantially the form of Exhibit B-1 2.02 hereto, specifying therein the requested (i) date of such Borrowingproposed Borrowing Date, (ii) Facility under which such Borrowing is to be made, (iii) 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, (iv) applicable interest rate and aggregate amount of such Borrowing, Borrowing and (v) in the case of a Borrowing consisting of Eurocurrency Rate Advances, initial Interest Period and the currency for each such Advance. Each Lender shall, before 12:00 Noon (New York City time) on the date Bank’s ratable portion of such Borrowing. Each Bank, 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 Lender's Bank’s ratable portion of such BorrowingBorrowing in same day funds to the Administrative Agent’s LS2 Incoming Clearing Account No. 9008113381C5183 (ABA No. 021-000-021) (unless another account is designated by the Administrative Agent for such purpose), Reference: Baxalta Incorporated, maintained at 0 Xxxxx Xxxxx, Xxxxxxx, Xxxxxxxx. After the Administrative Agent's ’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 2:00 p.m. (Local Time) on the date of Borrowing, at the Administrative Agent's address referred to account specified by the Borrower in Section 9.02the applicable Notice of Borrowing.

Making the Advances. (a) Except as otherwise provided in Section 2.02(b) or 2.03, each Each Borrowing (other than a Competitive Bid BorrowingSwingline Loan) shall be made on notice, requested by facsimile notice given by the Borrower to the Administrative Agent not later than 12:00 Noon (New York City 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 Eurocurrency Eurodollar Rate Advances, or the first Business Day prior to the date of Advances and (ii) 9:00 a.m. (Chicago time) on the proposed Borrowing Date, in the case of a Borrowing consisting comprised of Prime Base Rate Advances, by the relevant Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof by telecopier or telex. 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 telecopier or telex in substantially the form of Exhibit B-1 2.02 hereto, specifying therein the requested (i) date of such Borrowingproposed Borrowing Date, (ii) Facility under which such Borrowing is to be made, (iii) 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, (iv) applicable interest rate and aggregate amount of such Borrowing, Borrowing and (v) in the case of a Borrowing consisting of Eurocurrency Rate Advances, initial Interest Period and the currency for each such Advance. Each Lender shall, before 12:00 Noon (New York City time) on the date Bank’s ratable portion of such Borrowing. Each Bank, 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 Lender's Bank’s ratable portion of such BorrowingBorrowing in same day funds to the 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 purpose), Reference: Xxxxxx International Inc., maintained at 0 Xxxxx Xxxxx, Xxxxxxx, Xxxxxxxx. After the Administrative Agent's ’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 2:00 p.m. (Local Time) on the date of Borrowing, at the Administrative Agent's address referred to account specified by the Borrower in Section 9.02the applicable Notice of Borrowing.

Making the Advances. (a) Except as otherwise provided in Section 2.02(b) or 2.03, each Each Borrowing (other than a Competitive Bid Borrowing) shall be made on notice, given not later than 12:00 Noon (x) 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 Eurocurrency Eurodollar Rate Advances, Advances or (y) 1:00 p.m. (New York City time) on the first Business Day prior to the date day of the proposed Borrowing in the case of a Borrowing consisting of Prime Base Rate Advances, by the relevant Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof by telecopier or telexe-mail. Each such notice of a Borrowing (a "“Notice of Borrowing"”) shall be by telephone, confirmed immediately in writing, or sent via telecopier or telex e-mail in substantially the form of Exhibit B-1 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, (iviii) aggregate amount of such Borrowing, and (viv) in the case of a Borrowing consisting of Eurocurrency Eurodollar Rate Advances, initial Interest Period and the currency for each such Advance. Each Lender shall, before 12:00 Noon 3:00 P.M. (New York City time) on the date of such Borrowing, 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 ’s ratable portion of such Borrowing. After the Administrative Agent's ’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower either by (i) crediting the account of the Borrower at the Administrative Agent's ’s address referred to in Section 9.028.02 or (ii) wire transfer of such funds, in each case as designated by the Borrower. (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 $10,000,000 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) the 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, 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 Agent shall have received notice from a Lender prior to the time of any Borrowing that such Lender will not make available to the Agent such Lender’s ratable portion of such Borrowing, the Agent may assume that such Lender has made such portion available to the Agent on the date of such Borrowing in accordance with subsection (a) of this Section 2.02 and the 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 Agent, such Lender and the Borrower severally agree to repay to the 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 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 Rate. If such Lender shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this Agreement and the Borrower shall not also be required to repay such amount to the Agent. (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.

Making the Advances. (a) Except as otherwise provided in Section 2.02(b) or 2.03, each Each Borrowing (other than a Competitive Bid 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 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 Eurocurrency Eurodollar Rate Advances, or the first same Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Prime Base Rate Advances, by the relevant Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof by telecopier or telex. Each such notice of a Borrowing (a "“Notice of Borrowing"”) shall be given by telephonefacsimile, confirmed immediately in writingby hand or by mail, or telecopier or telex in substantially the form of Exhibit B-1 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, (iviii) aggregate amount of such Borrowing, and (viv) in the case of a Borrowing consisting comprised of Eurocurrency Eurodollar Rate Advances, initial the Interest Period and the currency for each such Advance. Each Upon fulfillment of the applicable conditions set forth in Article III, each Lender shall, before 12:00 Noon noon (New York City time) on the date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent's ’s Account, in same day immediately available funds, such Lender's ’s ratable portion of such Borrowing. After the Administrative Agent's ’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will promptly make such funds available to the Borrower at the Administrative Agent's ’s address referred to in Section 9.028.02.

Making the Advances. (a) Except as otherwise provided in Section 2.02(b) or 2.03, each Each Borrowing (other than a Competitive Bid Borrowing) shall be made on notice, given not later than 12:00 Noon 11:00 A.M. (New York City San Francisco time) on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurocurrency Eurodollar Rate Advances, or the first Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Prime Base Rate Advances, by the relevant Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof by telecopier or telextelecopier. Each such notice of a Borrowing (a "“Notice of Borrowing"”) shall be by telephone, confirmed immediately in writingwriting or by telecopier, or telecopier or telex in substantially the form of Exhibit B-1 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, (iviii) aggregate amount of such Borrowing, and (viv) in the case of a Borrowing consisting of Eurocurrency Eurodollar Rate Advances, initial Interest Period and the currency for each such Advance. Each Lender shall, before 12:00 Noon 11:00 A.M. (New York City San Francisco time) on the date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent's ’s Account, in same day funds, such Lender's ’s ratable portion of such Borrowing. After the Administrative Agent's ’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower at the Administrative Agent's ’s address referred to in Section 9.028.02. (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 an integral multiple of $500,000 in excess thereof 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) the 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 Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Agent such Lender’s ratable portion of such Borrowing, the Agent may assume that such Lender has made such portion available to the Agent on the date of such Borrowing in accordance with subsection (a) of this Section 2.02 and the 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 Agent, such Lender and the Borrower severally agree to repay to the 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 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 Rate. If such Lender shall repay to the 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.

Making the Advances. (a) Except as otherwise provided in Section 2.02(b) or 2.03, each Each Borrowing (other than a Competitive Bid Borrowing) shall be made on notice, given not later than 12:00 Noon (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 Eurocurrency Eurodollar Rate Advances, or the first Business Day prior to (y) 12:00 P.M. (New York City time) on the date of the proposed Borrowing in the case of a Borrowing consisting of Prime Base Rate Advances, by the relevant Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof by telecopier or telextelecopier. Each such notice of a Borrowing (a "“Notice of Borrowing"”) shall be by telephone, confirmed immediately in writing, or telecopier or telex in substantially the form of Exhibit B-1 hereto, specifying therein the requested (i) date of such Borrowing, (ii) Facility under which such Borrowing is to be made, (iii) Type and Class of Advances comprising such Borrowing, (iviii) aggregate amount of such Borrowing, and (viv) in the case of a Borrowing consisting of Eurocurrency Eurodollar Rate Advances, initial Interest Period and the currency for each such Advance. Each Lender shall, before 12:00 Noon 2:00 P.M. (New York City time) on the date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent's ’s Account, in same day funds, such Lender's ’s ratable portion of such Borrowing. After the Administrative Agent's ’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower at the Administrative Agent's ’s address referred to in Section 9.028.02. (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 $10,000,000 or if the obligation of the Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.08 or 2.12 and (ii) the Eurodollar Rate Advances may not be outstanding as part of more than 12 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 (excluding 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 Agent shall have received notice from a Lender prior to the time of any Borrowing that such Lender will not make available to the Agent such Lender’s ratable portion of such Borrowing, the Agent may assume that such Lender has made such portion available to the Agent on the date of such Borrowing in accordance with subsection (a) of this Section 2.02 and the 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 Agent, such Lender and the Borrower severally agree to repay to the 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 Agent, at (i) in the case of the Borrower, the higher of (A) the interest rate applicable at the time to Advances comprising such Borrowing and (B) the cost of funds incurred by the Agent in respect of such amount and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the 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.

Making the Advances. (a) Except as otherwise provided in Section 2.02(b) or 2.03, each Each Borrowing (other than a Competitive Bid Borrowing) shall be made on notice, given not later than 12:00 Noon (x) 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 Eurocurrency Eurodollar Rate Advances, Advances or (y) 1:00 p.m. (New York City time) on the first Business Day prior to the date day of the proposed Borrowing in the case of a Borrowing consisting of Prime Base Rate Advances, by the relevant Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof by telecopier or telexe-mail. Each such notice of a Borrowing (a "“Notice of Borrowing"”) shall be by telephone, confirmed immediately in writing, or sent via telecopier or telex e-mail in substantially the form of Exhibit B-1 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, (iviii) aggregate amount of such Borrowing, and (viv) in the case of a Borrowing consisting of Eurocurrency Eurodollar Rate Advances, initial Interest Period and the currency for each such Advance. Each Lender shall, before 12:00 Noon 3:00 P.M. (New York City time) on the date of such Borrowing, 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 ’s ratable portion of such Borrowing. After the Administrative Agent's ’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower either by (i) crediting the account of the Borrower at the Administrative Agent's ’s address referred to in Section 9.028.02 or (ii) wire transfer of such funds, in each case as designated by the Borrower. (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 $10,000,000 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) the 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, 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 Agent shall have received notice from a Lender prior to the time of any Borrowing that such Lender will not make available to the Agent such Lender’s ratable portion of such Borrowing, the Agent may assume that such Lender has made such portion available to the Agent on the date of such Borrowing in accordance with subsection (a) of this Section 2.02 and the 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 Agent, such Lender and the Borrower severally agree to repay to the 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 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 Rate. NYDOCS02/1172294 15 If such Lender shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this Agreement and the Borrower shall not also be required to repay such amount to the Agent. (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.

Making the Advances. (a) Except as otherwise provided in Section 2.02(b) or 2.03, each Each Borrowing (other than a Competitive Bid Borrowing) shall be made on notice, given not later than 12:00 Noon 11:00 A.M. (New York City Charlotte, North Carolina time) on the third Business Day prior to the date of the such proposed Borrowing in the case of a Borrowing consisting of Eurocurrency Eurodollar Rate Advances, or the first Business Day prior to the date of the such proposed Borrowing in the case of a Borrowing consisting of Prime Base Rate Advances, by the relevant Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof by telecopier telex or telextelecopier. Each such Such notice of a Borrowing (a the "Notice of Borrowing") shall be in writing or by telephonetelex or telecopier, confirmed immediately in writing, or telecopier or telex in substantially the form of Exhibit B-1 B hereto, specifying therein the requested (i) date of such Borrowing, (ii) Facility under which aggregate amount of such Borrowing is to be madeBorrowing, (iii) Type of Advances comprising such Borrowing, Borrowing and (iv) aggregate amount of such Borrowing, and (v) in the case of a Borrowing consisting of Eurocurrency Eurodollar Rate Advances, initial Interest Period and the currency for each such Advance. Each Lender shall, before 12:00 Noon 11:00 A.M. (New York City Charlotte, North Carolina time) on the date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent's Account, in same day funds, such Lender's ratable portion of such BorrowingBorrowing in accordance with the respective Commitments of such Lender and the other Lenders. After the Administrative Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower in the amount set forth in the Notice of Borrowing by transferring such funds as directed by the Borrower to the Agent in writing. (b) Each Notice of Borrowing shall be irrevocable and binding on the Borrower. 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 any Notice of 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 the related Borrowing when such Advance, as a result of such failure, is not made on such date. (c) Unless the Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Agent such Lender's ratable portion of such Borrowing, the Agent may assume that such Lender has made such portion available to the Agent on the date of such Borrowing in accordance with subsection (a) of this Section 2.02 8 and the 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 Agent, such Lender and the Borrower severally agree to repay or pay to the Agent forthwith on demand such corresponding amount and to pay interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid or paid to the Agent, at (i) in the Administrative Agentcase of the Borrower, the interest rate applicable at such time under Section 2.06 to Advances comprising such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall pay to the Agent such corresponding amount, such amount so paid shall constitute such Lender's address referred Advance as part of such Borrowing for all purposes. (d) The failure of any Lender to in Section 9.02make 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 such Borrowing.

Making the Advances. (a) Except as otherwise provided in Section 2.02(b) or 2.03, each Each Borrowing (other than a Competitive Bid Borrowing) shall be made on notice, given not later than 12:00 Noon 11:00 A.M. (New York City timei) on in the third case of a proposed Borrowing comprised of Eurodollar Advances, at least three Business Day Days prior to the date of the proposed Borrowing Borrowing, and (ii) in the case of a proposed Borrowing consisting comprised of Eurocurrency Base Rate Advances, or on the first Business Day prior to the date day of the proposed Borrowing in the case of a Borrowing consisting of Prime Rate AdvancesBorrowing, by the relevant Borrower to the Administrative Agent, which shall give to each Lender Bank prompt notice thereof by telecopier or telextelecopy. Each such notice of a Borrowing (a "“Notice of Borrowing"”) shall be by telephonetelecopy, confirmed immediately in writing, or telecopier or telex in substantially the form of Exhibit B-1 heretoB, duly signed by a Responsible Officer, specifying therein the requested (iA) date of such Borrowing, (ii) Facility under which such Borrowing is to be made, (iiiB) Type of Advances comprising such Borrowing, (ivC) aggregate amount of such Borrowing, and (vD) in the case of a Borrowing consisting comprised of Eurocurrency Rate Eurodollar Advances, initial Interest Period and the currency 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 ten (10) 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 11:00 A.M. (New York City time1:00 P.M. in the case of a Borrowing comprised 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 Accountits Payment Office, in same day funds, such Lender's Bank’s ratable portion of such Borrowing. After the Administrative Agent's ’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower at the Administrative Agent's address referred to in Section 9.02’s aforesaid address.

Making the Advances. (a) Except as otherwise provided in Section 2.02(b) or 2.03, each Borrowing (other than a Competitive Bid Borrowing) All Advances shall be made on notice, given not later than 12:00 Noon 11:00 A.M. (New York City time) on the third Business Day (in respect of a LIBO Rate Advance or EURIBO Rate Advance, second Business Day in respect of a Base Rate Advance denominated in Euros, and preceding Business Day in respect of a Base Rate Advance denominated in Dollars) prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurocurrency Rate Advances, or the first Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Prime Rate Advancesfunding, by the relevant Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof by telecopier telecopier, telex or telexcable. Each such Such Borrower’s notice of a Borrowing (a "“Notice of Borrowing"”) shall be by telephonetelecopier, telex or cable, confirmed immediately in writing, or telecopier or telex substantially in substantially the form of Exhibit B-1 B hereto, specifying therein the requested (i) date of such BorrowingDrawdown Date, (ii) Facility under which such Borrowing is to be madethe amount of each Type of Advance, and (iii) Type the initial Interest Period for each such Advance (which shall be at least (1) month). Each Advance shall be in an amount not less than Five Million Dollars ($5,000,000) or in such greater increments of Advances comprising such One Million Dollars ($1,000,000) as the Borrower may request or the equivalent amount in Euros calculated by reference to the Spot Exchange Rate in effect as at the date of the Borrower’s Notice of Borrowing. In the event that the Borrower’s Notice of Borrowing requests a EURIBO Rate Advance or Base Rate Advance denominated in Euros, (iv) aggregate in whole or in part, the Agent shall, in accordance with its normal procedures, calculate the Dollar amount of such Borrowing, Advance by reference to the Spot Exchange Rate in effect as at the date of the Borrower’s Notice of Borrowing and (v) in determine the case of a Borrowing consisting of Eurocurrency Rate Advances, initial Interest Period and Reference Amount. The Reference Amount may not exceed the currency for each such Advancetotal Commitments. Each Lender shall, before 12:00 Noon 11:00 A.M. (New York City time) on the date of such Borrowingthe relevant Advance, 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 immediately available same day fundsfunds in Dollars and Euros, if applicable, such Lender's ’s ratable portion of such BorrowingAdvance. After the Administrative Agent's ’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower at the Administrative Agent's address referred ’s aforesaid address. (b) The total amount of Advances to be made available by the Lenders shall never exceed the total Commitments, and each Lender’s portion of the Advances shall be proportionate always to such Lender’s Commitment as a fraction of the total Commitments of all Lenders. (c) Unless the Agent shall have received written notice from a Lender prior to a Drawdown Date that such Lender will not make available to the Agent such Lender’s ratable portion of the Advance to be funded on such Drawdown Date, the Agent may assume that such Lender has made such portion available to the Agent on such Drawdown Date in accordance with subsection (a) of this Section 9.022.02 and the 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 Agent, such Lender and the Borrower severally agree to repay to the 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 Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to such Advance and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Advance for purposes of this Agreement.

Making the Advances. (a) Except as otherwise provided in Section 2.02(b) or 2.03, each Borrowing (other than a Competitive Bid Borrowing) shall be made on notice, given not later than 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 Eurocurrency Rate Advances, or the first Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Prime Rate Advances, by the relevant Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof by telecopier or telex. Each such notice of a Borrowing (a "Notice of Borrowing") shall be by telephone, confirmed immediately in writing, or telecopier or telex in substantially the form of Exhibit 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, (iv) aggregate amount of such Borrowing, and (v) in the case of a Borrowing consisting of Eurocurrency Rate Advances, initial Interest Period and the currency for each such Advance. Each Lender shall, before 12:00 Noon (New York City time) on the date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent's Account, in same day funds, such Lender's ratable portion of such Borrowing. After the Administrative Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower at the Administrative Agent's address referred to in Section 9.02.. 27 22

Making the Advances. (a) Except as otherwise provided in Section 2.02(b) or 2.03, each Each Borrowing (other than a Competitive Bid Borrowing) shall be made on notice, requested by facsimile notice given by the Borrower to the Administrative Agent not later than 12:00 Noon (New York City 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 Eurocurrency Eurodollar Rate Advances, or the first Business Day prior to the date of Advances and (ii) 9:00 a.m. (Chicago time) on the proposed Borrowing Date, in the case of a Borrowing consisting comprised of Prime Base Rate Advances, by the relevant Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof by telecopier or telex. 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 telecopier or telex in substantially the form of Exhibit B-1 2.02 hereto, specifying therein the requested (i) date of such Borrowingproposed Borrowing Date, (ii) Facility under which such Borrowing is to be made, (iii) 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, (iv) applicable interest rate and aggregate amount of such Borrowing, Borrowing and (v) in the case of a Borrowing consisting of Eurocurrency Rate Advances, initial Interest Period and the currency for each such Advance. Each Lender shall, before 12:00 Noon (New York City time) on the date Bank’s ratable portion of such Borrowing. Each Bank, 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 Lender's Bank’s ratable portion of such BorrowingBorrowing in same day funds to the 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 purpose), Reference: Xxxxxx International Inc., maintained at 0 Xxxxx Xxxxx, Xxxxxxx, Xxxxxxxx. After the Administrative Agent's ’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 2:00 p.m. (Local Time) on the date of Borrowing, at the Administrative Agent's address referred to account specified by the Borrower in Section 9.02the applicable Notice of Borrowing.