Common use of MAKING THE BID ADVANCES Clause in Contracts

MAKING THE BID ADVANCES. (a) Each Lender severally agrees that the Borrower may make Bid Borrowings in Dollars under this Section 2.03 from time to time on any Business Day during the period from the Effective Date until the date occurring one month prior to the Termination Date, in the manner set forth below; provided that, after giving effect to the making of each Bid Borrowing, the Total Utilization of Commitments shall not exceed the aggregate Commitments then in effect and the aggregate amount of the Bid Advances of all Lenders then outstanding shall not exceed the aggregate Commitments then in effect. (i) The Borrower may request a Bid Borrowing under this Section 2.03 by delivering to the Administrative Agent, by telecopier, telex or cable, confirmed immediately in writing, a notice of a Bid Borrowing (a "Notice of Bid Borrowing"), in substantially the form of EXHIBIT A-2 hereto, specifying the date and aggregate amount of the proposed Bid Borrowing, the maturity date for repayment of each Bid Advance to be made as part of such Bid Borrowing (which maturity date may not be earlier than the date occurring thirty (30) days (in the case of Fixed Rate Advances) or one (1) month (in the case of Eurodollar Rate Advances) after the date of such Bid Borrowing, or in any case later than the Termination Date), whether the Lenders should offer to make Fixed Rate Advances or Eurodollar Rate Advances, the interest payment date or dates relating thereto, and any other terms to be applicable to such Bid Borrowing, not later than 10:00 A.M. (New York City time) (A) at least one (1) Business Day prior to the date of a proposed Bid Borrowing consisting of Fixed Rate Advances and (B) at least four (4) Business Days prior to the date of a proposed Bid Borrowing consisting of Eurodollar Rate Advances. The Administrative Agent shall in turn promptly notify each Lender of each request for a Bid Borrowing received by it from the Borrower by sending such Lender a copy of the related Notice of Bid Borrowing. 27 (ii) Each Lender may, if, in its sole discretion, it elects to do so, irrevocably offer to make one or more Bid Advances to the Borrower as part of such proposed Bid Borrowing at a Fixed Rate or Rates or a margin or margins relative to the Adjusted Eurodollar Rate, as requested by the Borrower. Each Lender electing to make such an offer shall do so by notifying the Administrative Agent (which shall give prompt notice thereof to the Borrower), before 10:00 A.M. (New York City time) (A) the date of such proposed Bid Borrowing, in the case of a Notice of Bid Borrowing delivered pursuant to clause (A) of paragraph (i) above and (B) three (3) Business Days before the date of such proposed Bid Borrowing, in the case of a Notice of Bid Borrowing delivered pursuant to clause (B) of paragraph (i) above, of the amount of each Bid Advance which such Lender would be willing to make as part of such proposed Bid Borrowing (which amount may, subject to the proviso to the first sentence of this Section 2.03(a), exceed such Lender's Commitment, if any), the Fixed Rate or Rates or margin or margins relative to the Adjusted Eurodollar Rate, as requested by the Borrower, which such Lender would be willing to accept for such Bid Advance and such Lender's Applicable Lending Office with respect to such Bid Advance; provided that if the Administrative Agent in its capacity as a Lender, or any affiliate of the Administrative Agent in its capacity as a Lender, shall, in its sole discretion, elect to make any such offer, it shall notify the Borrower of such offer before 9:00 A.M. (New York City time) on the date on which notice of such election is to be given to the Agent by the other Lenders.

MAKING THE BID ADVANCES. (ai) Each Lender severally agrees that the Borrower Company may make Bid Borrowings denominated in US Dollars under this Section 2.03 2.02(c) from time to time on any Business Day during the period from the Effective Date date hereof until the date occurring one month day prior to the Termination Date, Date in the manner set forth below; provided that, after giving effect to following the making of each Bid Borrowing, the Total Utilization of Commitments US Usage shall not exceed the aggregate Commitments then in effect and the aggregate amount of the Bid Advances US Commitments of all Lenders then outstanding shall not exceed the aggregate Commitments then in effectUS Lenders. (iA) The Borrower Company may request a Bid Borrowing under this Section 2.03 2.02(c) by delivering to the Administrative Agent, by telecopier, telex or cabletelephone, confirmed immediately in writing, a notice of a Bid Borrowing (a "“Notice of Bid Borrowing"”), in substantially the form of EXHIBIT A-2 Exhibit B-2 hereto, specifying (I) the date and aggregate amount of the proposed Bid Borrowing, (II) the type of interest rate applicable to such Bid Borrowing (which shall be a margin above or below the Eurodollar Rate or a fixed rate), (III) the interest period or periods applicable to such Bid Borrowing (which shall be from 14 days up to 12 months in the case of Eurodollar Rate related Bid Borrowings and from 7 days up to 365 days in the case of fixed rate Bid Borrowings), (IV) the maturity date for repayment of each Bid Advance to be made as part of such Bid Borrowing (which maturity date may not be earlier than the date occurring thirty (30) days (in the case of Fixed Rate Advances) or one (1) month (in the case of Eurodollar Rate Advances) after the date of such Bid Borrowing, or in any case later than the Termination Date), whether the Lenders should offer to make Fixed Rate Advances or Eurodollar Rate Advances, (V) the interest payment date or dates relating thereto, (VI) the time after which the offer of any US Lender bidding for such Bid Borrowing cannot be accepted by the Company (which shall not be later than 10:30 A.M., New York City time, on the date of the proposed Bid Borrowing in the case of a fixed rate Bid Borrowing and on the third Business Day prior to the date of the proposed Bid Borrowing in the case of a Eurodollar Rate Bid Borrowing), and (VII) any other terms to be applicable to such Bid Borrowing, not later than 10:00 9:00 A.M. (New York City time) (Ax) at least one (1) Business Day prior to the date of a proposed Bid Borrowing consisting if the Company shall specify in the Notice of Fixed Rate Advances Bid Borrowing that the rates of interest to be offered by US Lenders shall be fixed rates and (By) at least four (4) three Business Days prior to the date of a proposed Bid Borrowing, if the Company shall instead specify in the Notice of Bid Borrowing consisting of that the rates to be offered by the US Lenders shall be a margin above or below the Eurodollar Rate AdvancesRate. The Administrative Agent shall in turn promptly notify each US Lender of each request for a Bid Borrowing received by it from the Borrower Company by sending such Lender a copy of the related Notice of Bid Borrowing. 27 . (iiB) Each US Lender mayshall, if, in its sole discretion, it elects to do so, irrevocably offer to make one or more Bid Advances to the Borrower Company as part of such proposed Bid Borrowing at a Fixed Rate rate or Rates rates of interest, with maturity date or dates, and with a margin or margins relative to the Adjusted Eurodollar Rate, as requested maximum principal amount that may be accepted by the Borrower. Each Company, each as specified by such Lender electing to make such an offer shall do so in its sole discretion, by notifying the Administrative Agent (which shall give prompt notice thereof to the Borrower), Company) by telephone before 10:00 9:30 A.M. (New York City time), confirmed in writing before 10:30 A.M. (New York City time), (I) (A) on the date of such proposed Bid Borrowing, if the Company shall have specified in the case of a Notice of Bid Borrowing delivered pursuant that the rates of interest to clause (A) of paragraph (i) above be offered by the US Lenders were to be fixed rates per annum and (BII) three (3) on the second Business Days before Day prior to the date of such proposed Bid Borrowing, if the Company shall have instead specified in the case of a Notice of Bid Borrowing delivered pursuant that the rates of interest to clause (B) of paragraph (i) abovebe offered by the US Lenders were to be Eurodollar Rates, of the maximum amount of each Bid Advance which such Lender would be willing to make as part of such proposed Bid Borrowing (which amount amounts may, subject to the proviso to the first sentence of this Section 2.03(a2.02(c)(i), exceed such Lender's ’s US Commitment, if any), the Fixed Rate rate or Rates rates of interest and maturity date or margin or margins relative to the Adjusted Eurodollar Rate, as requested by the Borrower, which such Lender would be willing to accept for such Bid Advance dates therefor and such Lender's ’s Applicable Lending Office office with respect to such Bid Advance; provided that if the Administrative Agent in its capacity as a Lender, or any affiliate of the Administrative Agent in its capacity as a Lender, US Lender shall, in its sole discretion, elect to make any such offer, it shall notify the Borrower Company of such offer at least 30 minutes before 9:00 the time and on the date on which notice of such election is to be given to the Administrative Agent by the other US Lenders. If any US Lender shall elect not to make such an offer, such Lender shall so notify the Administrative Agent by telephone, confirmed immediately in writing, before 9:30 A.M. (New York City time) on the date on which notice of such election is to be given to the Administrative Agent by the other LendersUS Lenders and such Lender shall not be obligated to, and shall not, make any Bid Advance as part of such Bid Borrowing; provided that the failure by any US Lender to give such notice shall not cause such Lender to be obligated to make any Bid Advance as part of such proposed Bid Borrowing. (C) The Company shall, in turn, not later than the time after which the Company cannot accept the bid of any US Lender, as specified by the Company in the Notice of Bid Borrowing delivered by it in respect of such proposed Bid Borrowing, (I) on the date of such proposed Bid Borrowing, if the Company shall have specified in the Notice of Bid Borrowing that the rates of interest to be offered by the US Lenders were to be fixed rates per annum and (II) on the third Business Day prior to the proposed Bid Borrowing, if the Company shall have instead specified in the Notice of Bid Borrowing that the rates of interest to be offered by the US Lenders were to be Eurodollar Rates, either,

MAKING THE BID ADVANCES. (a) Each Lender severally agrees that the Borrower may make Bid Borrowings in Dollars under this Section 2.03 from time to time on any Business Day during the period from the Effective Date until the date occurring one month prior to the Termination Date, in the manner set forth below; provided that, after giving effect to the making of each Bid Borrowing, the Total Utilization of Commitments shall not exceed the aggregate Commitments then in effect and the aggregate amount of the Bid Advances of all Lenders then outstanding shall not exceed the aggregate Commitments then in effect. (i) The Borrower may request a Bid Borrowing under this Section 2.03 by delivering to the Administrative Agent, by telecopier, telex or cable, confirmed immediately in writing, a notice of a Bid Borrowing (a "Notice of Bid Borrowing"), in substantially the form of EXHIBIT A-2 hereto, specifying the date and aggregate amount of the proposed Bid Borrowing, the maturity date for repayment of each Bid Advance to be made as part of such Bid Borrowing (which maturity date may not be earlier than the date occurring thirty (30) days (in the case of Fixed Rate Advances) or one (1) month (in the case of Eurodollar Rate Advances) after the date of such Bid Borrowing, or in any case later than the Termination Date), whether the Lenders should offer to make Fixed Rate Advances or Eurodollar Rate Advances, the interest payment date or dates relating thereto, and any other terms to be applicable to such Bid Borrowing, not later than 10:00 A.M. (New York City time) (A) at least one (1) Business Day prior to the date of a proposed Bid Borrowing consisting of Fixed Rate Advances and (B) at least four (4) Business Days prior to the date of a proposed Bid Borrowing consisting of Eurodollar Rate Advances. The Administrative Agent shall in turn promptly notify each Lender of each request for a Bid Borrowing received by it from the Borrower by sending such Lender a copy of the related Notice of Bid Borrowing. 27 . (ii) Each Lender may, if, in its sole discretion, it elects to do so, irrevocably offer to make one or more Bid Advances to the Borrower as part of such proposed Bid Borrowing at a Fixed Rate or Rates or a margin or margins relative to the Adjusted Eurodollar Rate, as requested by the Borrower. Each Lender electing to make such an offer shall do so by notifying the Administrative Agent (which shall give prompt notice thereof to the Borrower), before 10:00 A.M. (New York City time) (A) the date of such proposed Bid Borrowing, in the case of a Notice of Bid Borrowing delivered pursuant to clause (A) of paragraph (i) above and (B) three (3) Business Days before the date of such proposed Bid Borrowing, in the case of a Notice of Bid Borrowing delivered pursuant to clause (B) of paragraph (i) above, of the amount of each Bid Advance which such Lender would be willing to make as part of such proposed Bid Borrowing (which amount may, subject to the proviso to the first sentence of this Section 2.03(a), exceed such Lender's Commitment, if any), the Fixed Rate or Rates or margin or margins relative to the Adjusted Eurodollar Rate, as requested by the Borrower, which such Lender would be willing to accept for such Bid Advance and such Lender's Applicable Lending Office with respect to such Bid Advance; provided that if the Administrative Agent in its capacity as a Lender, or any affiliate of the Administrative Agent in its capacity as a Lender, shall, in its sole discretion, elect to make any such offer, it shall notify the Borrower of such offer before 9:00 A.M. (New York City time) on the date on which notice of such election is to be given to the Agent by the other Lenders. (iii) The Borrower, in turn, (A) before 12:00 P.M. (New York City time) the date of such proposed Bid Borrowing, in the case of a Notice of Bid Borrowing delivered pursuant to clause (A) of paragraph (i) above and (B) before 12:00 Noon (New York City time) three (3) Business Days before the date of such proposed Bid Borrowing, in the case of a Notice of Bid Borrowing delivered pursuant to clause (B) of paragraph (i) above, either

MAKING THE BID ADVANCES. (a) Each Lender severally agrees that the Borrower may make Bid Borrowings in Dollars under this Section 2.03 from time to time on any Business Day during the period from the Effective Closing Date until the date occurring one month prior to the Commitment Termination Date, in the manner set forth below; provided that, after giving effect to the making of each Bid Borrowing, the Total Utilization of Commitments shall not exceed the aggregate Commitments then in effect and the aggregate amount of the Bid Advances of all Lenders then outstanding shall not exceed the aggregate Commitments then in effect. (i) The Borrower may request a Bid Borrowing under this Section 2.03 by delivering to the Administrative Agent, by telecopier, telex or cable, confirmed immediately in writing, a notice of a Bid Borrowing (a "Notice of Bid Borrowing"), in substantially the form of EXHIBIT Exhibit A-2 hereto, specifying the date and aggregate amount of the proposed Bid Borrowing, the maturity date for repayment of each Bid Advance to be made as part of such Bid Borrowing (which maturity date may not be earlier than the date occurring thirty (30) days (in the case of Fixed Rate Advances) or one (1) month (in the case of Eurodollar Rate Advances) after the date of such Bid Borrowing, or in any case later than the Termination Date), whether the Lenders should offer to make Fixed Rate Advances or Eurodollar Rate Advances, the 16 Credit Agreement (Short Term) interest payment date or dates relating thereto, and any other terms to be applicable to such Bid Borrowing, not later than 10:00 A.M. (New York City time) (A) at least one (1) Business Day prior to the date of a proposed Bid Borrowing consisting of Fixed Rate Advances and (B) at least four (4) Business Days prior to the date of a proposed Bid Borrowing consisting of Eurodollar Rate Advances. The Administrative Agent shall in turn promptly notify each Lender of each request for a Bid Borrowing received by it from the Borrower by sending such Lender a copy of the related Notice of Bid Borrowing. 27 . (ii) Each Lender may, if, in its sole discretion, it elects to do so, irrevocably offer to make one or more Bid Advances to the Borrower as part of such proposed Bid Borrowing at a Fixed Rate or Rates or a margin or margins relative to the Adjusted Eurodollar Rate, as requested by the Borrower. Each Lender electing to make such an offer shall do so by notifying the Administrative Agent (which shall give prompt notice thereof to the Borrower), before 10:00 A.M. (New York City time) (A) the date of such proposed Bid Borrowing, in the case of a Notice of Bid Borrowing delivered pursuant to clause (A) of paragraph (i) above and (B) three (3) Business Days before the date of such proposed Bid Borrowing, in the case of a Notice of Bid Borrowing delivered pursuant to clause (B) of paragraph (i) above, of the amount of each Bid Advance which such Lender would be willing to make as part of such proposed Bid Borrowing (which amount may, subject to the proviso to the first sentence of this Section 2.03(a), exceed such Lender's Commitment, if any), the Fixed Rate or Rates or margin or margins relative to the Adjusted Eurodollar Rate, as requested by the Borrower, which such Lender would be willing to accept for such Bid Advance and such Lender's Applicable Lending Office with respect to such Bid Advance; provided that if the Administrative Agent in its capacity as a Lender, or any affiliate of the Administrative Agent in its capacity as a Lender, shall, in its sole discretion, elect to make any such offer, it shall notify the Borrower of such offer before 9:00 A.M. (New York City time) on the date on which notice of such election is to be given to the Administrative Agent by the other Lenders. (iii) The Borrower, in turn, (A) before 12:00 P.M. (New York City time) the date of such proposed Bid Borrowing, in the case of a Notice of Bid Borrowing delivered pursuant to clause (A) of paragraph (i) above and (B) before 12:00 Noon (New York City time) three (3) Business Days before the date of such proposed Bid Borrowing, in the case of a Notice of Bid Borrowing delivered pursuant to clause (B) of paragraph (i) above, either

MAKING THE BID ADVANCES. (a) Each Lender severally agrees that the Borrower may make Bid Borrowings in Dollars under this Section 2.03 from time to time on any Business Day during the period from the Effective Closing Date until the date occurring one month prior to the Termination Date, in the manner set forth below; provided that, after giving effect to the making of each Bid Borrowing, the Total Utilization of Commitments shall not exceed the aggregate Commitments then in effect and the aggregate amount of the Bid Advances of all Lenders then outstanding shall not exceed the aggregate Commitments then in effect. (i) The Borrower may request a Bid Borrowing under this Section 2.03 by delivering to the Administrative Bid Agent, by telecopier, telex or cable, confirmed immediately in writing, a notice of a Bid Borrowing (a "Notice of Bid Borrowing"), in substantially the form of EXHIBIT A-2 Exhibit B hereto, specifying the date and aggregate amount of the proposed Bid Borrowing, the maturity date for repayment of each Bid Advance to be made as part of such Bid Borrowing (which maturity date may not be earlier than the date occurring thirty (30) days (in the case of Fixed Rate Advances) or one (1) month (in the case of Eurodollar Rate Advances) after the date of such Bid Borrowing, or in any case later than the Termination Date), whether the Lenders should offer to make Fixed Rate Advances or Eurodollar Rate Advances, the interest payment date or dates relating thereto, and any other terms to be applicable to such Bid Borrowing, not later than 10:00 A.M. (New York City time) (A) at least one (1) Business Day prior to the date of a proposed Bid Borrowing consisting of Fixed Rate Advances and (B) at least four (4) Business Days prior to the date of a proposed Bid Borrowing consisting of Eurodollar Rate Advances. The Administrative Agent shall in turn promptly notify each Lender of each request for a Bid Borrowing received by it from the Borrower by sending such Lender a copy of the related Notice of Bid Borrowing. 27 (ii) Each Lender may, if, in its sole discretion, it elects to do so, irrevocably offer to make one or more Bid Advances to the Borrower as part of such proposed Bid Borrowing at a Fixed Rate or Rates or a margin or margins relative to the Adjusted Eurodollar Rate, as requested by the Borrower. Each Lender electing to make such an offer shall do so by notifying the Administrative Agent (which shall give prompt notice thereof to the Borrower), before 10:00 A.M. (New York City time) (A) the date of such proposed Bid Borrowing, in the case of a Notice of Bid Borrowing delivered pursuant to clause (A) of paragraph (i) above and (B) three (3) Business Days before the date of such proposed Bid Borrowing, in the case of a Notice of Bid Borrowing delivered pursuant to clause (B) of paragraph (i) above, of the amount of each Bid Advance which such Lender would be willing to make as part of such proposed Bid Borrowing (which amount may, subject to the proviso to the first sentence of this Section 2.03(a), exceed such Lender's Commitment, if any), the Fixed Rate or Rates or margin or margins relative to the Adjusted Eurodollar Rate, as requested by the Borrower, which such Lender would be willing to accept for such Bid Advance and such Lender's Applicable Lending Office with respect to such Bid Advance; provided that if the Administrative Agent in its capacity as a Lender, or any affiliate of the Administrative Agent in its capacity as a Lender, shall, in its sole discretion, elect to make any such offer, it shall notify the Borrower of such offer before 9:00 A.M. (New York City time) on the date on which notice of such election is to be given to the Agent by the other Lenders.

MAKING THE BID ADVANCES. (ai) Each Lender severally agrees that the Borrower Company may make Bid Borrowings denominated in US Dollars under this Section 2.03 2.02(c) from time to time on any Business Day during the period from the Effective Date date hereof until the date occurring one month day prior to the Termination Date, Date in the manner set forth below; provided that, after giving effect to following the making of each Bid Borrowing, the Total Utilization of Commitments US Usage shall not exceed the aggregate Commitments then in effect and the aggregate amount of the Bid Advances US Commitments of all Lenders then outstanding shall not exceed the aggregate Commitments then in effectUS Lenders. (iA) The Borrower Company may request a Bid Borrowing under this Section 2.03 2.02(c) by delivering to the Administrative Agent, by telecopier, telex or cabletelephone, confirmed immediately in writing, a notice of a Bid Borrowing (a "“Notice of Bid Borrowing"”), in substantially the form of EXHIBIT A-2 Exhibit B-2 hereto, specifying (I) the date and aggregate amount of the proposed Bid Borrowing, (II) the type of interest rate applicable to such Bid Borrowing (which shall be a margin above or below the Eurodollar Rate or a fixed rate), (III) the interest period or periods applicable to such Bid Borrowing (which shall be from 14 days up to 12 months in the case of Eurodollar Rate related Bid Borrowings and from 7 days up to 365 days in the case of fixed rate Bid Borrowings), (IV) the maturity date for repayment of each Bid Advance to be made as part of such Bid Borrowing (which maturity date may not be earlier than the date occurring thirty (30) days (in the case of Fixed Rate Advances) or one (1) month (in the case of Eurodollar Rate Advances) after the date of such Bid Borrowing, or in any case later than the Termination Date), whether the Lenders should offer to make Fixed Rate Advances or Eurodollar Rate Advances, (V) the interest payment date or dates relating thereto, (VI) the time after which the offer of any US Lender bidding for such Bid Borrowing cannot be accepted by the Company (which shall not be later than 10:30 A.M., New York City time, on the date of the proposed Bid Borrowing in the case of a fixed rate Bid Borrowing and on the third Business Day prior to the date of the proposed Bid Borrowing in the case of a Eurodollar Rate Bid Borrowing), and (VII) any other terms to be applicable to such Bid Borrowing, not later than 10:00 9:00 A.M. (New York City time) (Ax) at least one (1) Business Day prior to the date of a proposed Bid Borrowing consisting if the Company shall specify in the Notice of Fixed Rate Advances Bid Borrowing that the rates of interest to be offered by US Lenders shall be fixed rates and (By) at least four (4) three Business Days prior to the date of a proposed Bid Borrowing, if the Company shall instead specify in the Notice of Bid Borrowing consisting of that the rates to be offered by the US Lenders shall be a margin above or below the Eurodollar Rate AdvancesRate. The Administrative Agent shall in turn promptly notify each US Lender of each request for a Bid Borrowing received by it from the Borrower Company by sending such Lender a copy of the related Notice of Bid Borrowing. 27 . (iiB) Each US Lender mayshall, if, in its sole discretion, it elects to do so, irrevocably offer to make one or more Bid Advances to the Borrower Company as part of such proposed Bid Borrowing at a Fixed Rate rate or Rates rates of interest, with maturity date or dates, and with a margin or margins relative to the Adjusted Eurodollar Rate, as requested maximum principal amount that may be accepted by the Borrower. Each Company, each as specified by such Lender electing to make such an offer shall do so in its sole discretion, by notifying the Administrative Agent (which shall give prompt notice thereof to the Borrower), Company) by telephone before 10:00 9:30 A.M. (New York City time), confirmed in writing before 10:30 A.M. (New York City time), (I) (A) on the date of such proposed Bid Borrowing, if the Company shall have specified in the case of a Notice of Bid Borrowing delivered pursuant that the rates of interest to clause (A) of paragraph (i) above be offered by the US Lenders were to be fixed rates per annum and (BII) three (3) on the second Business Days before Day prior to the date of such proposed Bid Borrowing, if the Company shall have instead specified in the case of a Notice of Bid Borrowing delivered pursuant that the rates of interest to clause (B) of paragraph (i) abovebe offered by the US Lenders were to be Eurodollar Rates, of the maximum amount of each Bid Advance which such Lender would be willing to make as part of such proposed Bid Borrowing (which amount amounts may, subject to the proviso to the first sentence of this Section 2.03(a2.02(c), exceed such Lender's ’s US Commitment, if any), the Fixed Rate rate or Rates rates of interest and maturity date or margin or margins relative to the Adjusted Eurodollar Rate, as requested by the Borrower, which such Lender would be willing to accept for such Bid Advance dates therefor and such Lender's ’s Applicable Lending Office office with respect to such Bid Advance; provided that if the Administrative Agent in its capacity as a Lender, or any affiliate of the Administrative Agent in its capacity as a Lender, US Lender shall, in its sole discretion, elect to make any such offer, it shall notify the Borrower Company of such offer at least 30 minutes before 9:00 the time and on the date on which notice of such election is to be given to the Agent by the other US Lenders. If any US Lender shall elect not to make such an offer, such Lender shall so notify the Agent by telephone, confirmed immediately in writing, before 9:30 A.M. (New York City time) on the date on which notice of such election is to be given to the Agent by the other LendersUS Lenders and such Lender shall not be obligated to, and shall not, make any Bid Advance as part of such Bid Borrowing; provided that the failure by any US Lender to give such notice shall not cause such Lender to be obligated to make any Bid Advance as part of such proposed Bid Borrowing. (C) The Company shall, in turn, not later than the time after which the Company cannot accept the bid of any US Lender, as specified by the Company in the Notice of Bid Borrowing delivered by it in respect of such proposed Bid Borrowing, (I) on the date of such proposed Bid Borrowing, if the Company shall have specified in the Notice of Bid Borrowing that the rates of interest to be offered by the US Lenders were to be fixed rates per annum and (II) on the third Business Day prior to the proposed Bid Borrowing, if the Company shall have instead specified in the Notice of Bid Borrowing that the rates of interest to be offered by the US Lenders were to be Eurodollar Rates, either,

MAKING THE BID ADVANCES. (ai) Each US Revolving Lender severally agrees that the Borrower Company may make Bid Borrowings denominated in US Dollars under this Section 2.03 2.02(c) from time to time on any Business Day during the period from the Effective Date date hereof until the date occurring one month day prior to the applicable Termination Date, Date in the manner set forth below; provided that, after giving effect to following the making of each Bid Borrowing, the Total Utilization of Commitments US Usage shall not exceed the aggregate Commitments then in effect and the aggregate amount of the Bid Advances US Revolving Commitments of all Lenders then outstanding shall not exceed the aggregate Commitments then in effectUS Revolving Lenders. (iA) The Borrower Company may request a Bid Borrowing under this Section 2.03 2.02(c) by delivering to the Administrative Agent, by telecopier, telex or cabletelephone, confirmed immediately in writing, a notice of a Bid Borrowing (a "“Notice of Bid Borrowing"”), in substantially the form of EXHIBIT A-2 Exhibit B-2 hereto, specifying (I) the date and aggregate amount of the proposed Bid Borrowing, (II) the type of interest rate applicable to such Bid Borrowing (which shall be a margin above or below the Eurodollar Rate or a fixed rate), (III) the interest period or periods applicable to such Bid Borrowing (which shall be from 14 days up to 12 months in the case of Eurodollar Rate related Bid Borrowings and from 7 days up to 365 days in the case of fixed rate Bid Borrowings), (IV) the maturity date for repayment of each Bid Advance to be made as part of such Bid Borrowing (which maturity date may not be earlier than the date occurring thirty (30) days (in the case of Fixed Rate Advances) or one (1) month (in the case of Eurodollar Rate Advances) after the date of such Bid Borrowing, or in any case later than the applicable Termination Date), whether the Lenders should offer to make Fixed Rate Advances or Eurodollar Rate Advances, (V) the interest payment date or dates relating thereto, (VI) the time after which the offer of any US Revolving Lender bidding for such Bid Borrowing cannot be accepted by the Company (which shall not be later than 10:30 A.M., New York City time, on the date of the proposed Bid Borrowing in the case of a fixed rate Bid Borrowing and on the third Business Day prior to the date of the proposed Bid Borrowing in the case of a Eurodollar Rate Bid Borrowing), and (VII) any other terms to be applicable to such Bid Borrowing, not later than 10:00 9:00 A.M. (New York City time) (Ax) at least one (1) Business Day prior to the date of a proposed Bid Borrowing consisting if the Company shall specify in the Notice of Fixed Rate Advances Bid Borrowing that the rates of interest to be offered by US Revolving Lenders shall be fixed rates and (By) at least four (4) three Business Days prior to the date of a proposed Bid Borrowing, if the Company shall instead specify in the Notice of Bid Borrowing consisting of that the rates to be offered by the US Revolving Lenders shall be a margin above or below the Eurodollar Rate AdvancesRate. The Administrative Agent shall in turn promptly notify each US Revolving Lender of each request for a Bid Borrowing received by it from the Borrower Company by sending such Lender a copy of the related Notice of Bid Borrowing. 27 . (iiB) Each US Revolving Lender mayshall, if, in its sole discretion, it elects to do so, irrevocably offer to make one or more Bid Advances to the Borrower Company as part of such proposed Bid Borrowing at a Fixed Rate rate or Rates rates of interest, with maturity date or dates, and with a margin or margins relative to the Adjusted Eurodollar Rate, as requested maximum principal amount that may be accepted by the Borrower. Each Company, each as specified by such Lender electing to make such an offer shall do so in its sole discretion, by notifying the Administrative Agent (which shall give prompt notice thereof to the Borrower), Company) by telephone before 10:00 9:30 A.M. (New York City time), confirmed in writing before 10:30 A.M. (New York City time), (I) (A) on the date of such proposed Bid Borrowing, if the Company shall have specified in the case of a Notice of Bid Borrowing delivered pursuant that the rates of interest to clause (A) of paragraph (i) above be offered by the US Revolving Lenders were to be fixed rates per annum and (BII) three (3) on the second Business Days before Day prior to the date of such proposed Bid Borrowing, if the Company shall have instead specified in the case of a Notice of Bid Borrowing delivered pursuant that the rates of interest to clause (B) of paragraph (i) abovebe offered by the US Revolving Lenders were to be Eurodollar Rates, of the maximum amount of each Bid Advance which such Lender would be willing to make as part of such proposed Bid Borrowing (which amount amounts may, subject to the proviso to the first sentence of this Section 2.03(a2.02(c)(i), exceed such Lender's ’s US Revolving Commitment, if any), the Fixed Rate rate or Rates rates of interest and maturity date or margin or margins relative to the Adjusted Eurodollar Rate, as requested by the Borrower, which such Lender would be willing to accept for such Bid Advance dates therefor and such Lender's ’s Applicable Lending Office office with respect to such Bid Advance; provided that if the Administrative Agent in its capacity as a Lender, or any affiliate of the Administrative Agent in its capacity as a Lender, US Revolving Lender shall, in its sole discretion, elect to make any such offer, it shall notify the Borrower Company of such offer at least 30 minutes before 9:00 the time and on the date on which notice of such election is to be given to the Administrative Agent by the other US Revolving Lenders. If any US Revolving Lender shall elect not to make such an offer, such Lender shall so notify the Administrative Agent by telephone, confirmed immediately in writing, before 9:30 A.M. (New York City time) on the date on which notice of such election is to be given to the Administrative Agent by the other LendersUS Revolving Lenders and such Lender shall not be obligated to, and shall not, make any Bid Advance as part of such Bid Borrowing; provided that the failure by any US Revolving Lender to give such notice shall not cause such Lender to be obligated to make any Bid Advance as part of such proposed Bid Borrowing. (C) The Company shall, in turn, not later than the time after which the Company cannot accept the bid of any US Revolving Lender, as specified by the Company in the Notice of Bid Borrowing delivered by it in respect of such proposed Bid Borrowing, (I) on the date of such proposed Bid Borrowing, if the Company shall have specified in the Notice of Bid Borrowing that the rates of interest to be offered by the US Revolving Lenders were to be fixed rates per annum and (II) on the third Business Day prior to the proposed Bid Borrowing, if the Company shall have instead specified in the Notice of Bid Borrowing that the rates of interest to be offered by the US Revolving Lenders were to be Eurodollar Rates, either,