Common use of Manner of Borrowing Clause in Contracts

Manner of Borrowing. The Company shall give written or telephonic notice to the Administrative Agent (which notice shall be irrevocable once given and, if given by telephone, shall be promptly confirmed in writing) by no later than 11:00 a.m. (Chicago time) on the date the Company requests that any Borrowing of Loans be made to it under the Commitments, and the Administrative Agent shall promptly notify the relevant Lenders of the Administrative Agent's receipt of each such notice. Each such notice shall specify the date of the Borrowing of Loans requested (which must be a Business Day and which date shall be at least three (3) Business Days subsequent to the date of such notice in the case of any Borrowing of Loans constituting a LIBOR Portion), the amount of such Borrowing and the Commitments being utilized. Except in the case of Swing Loans, each Borrowing of Loans shall initially constitute part of the applicable Base Rate Portion except to the extent the Company has otherwise timely elected that such Borrowing constitute part of a LIBOR Portion as provided in Section 3 hereof. The Company agrees that the Administrative Agent may rely upon any written or telephonic notice given by any person the Administrative Agent in good faith believes is an Authorized Representative without the necessity of independent investigation and, in the event any telephonic notice conflicts with the written confirmation, such telephonic notice shall govern if the Administrative Agent and/or Lenders have acted in reliance thereon. Not later than 1:00 p.m. (Chicago time) on the date specified for any Borrowing of Loans to be made hereunder, each relevant Lender shall make the proceeds of its Loan comprising part of such Borrowing available to the Administrative Agent in Chicago, Illinois in immediately available funds. Subject to the provisions of Section 7 hereof, the proceeds of each Loan shall be made available to the Company at the principal office of the Administrative Agent in Chicago, Illinois, in immediately available funds, upon receipt by the Administrative Agent from each relevant Lender of its pro rata share of such Borrowing. Unless the Administrative Agent shall have been notified by a Lender prior to 1:00 p.m. (Chicago time) on the date a Borrowing is to be made hereunder that such Lender does not intend to make its pro rata share of such Borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender has made such share available to the Administrative Agent on such date and the Administrative Agent may (but shall not be obligated to) in reliance upon such assumption make available to the Company a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender and the Administrative Agent has made such amount available to the Company, the Administrative Agent shall be entitled to receive such amount from such Lender forthwith upon its demand, together with interest thereon in respect of each day during the period commencing on the date such amount was made available to the Company and ending on but excluding the date the Administrative Agent recovers such amount at a rate per annum equal to (x) from the date the related payment was due to the Administrative Agent to the date two (2) Business Days after the date such payment was due, the Fed Funds Rate for such day (or in the case of a day which is not a Business Day, then for the preceding day) and (y) thereafter until payment of such amount is received by the Administrative Agent from such Lender, the Base Rate plus the Applicable Margin in effect for each such day for the Base Rate Portion of Revolving Credit Loans.

Manner of Borrowing. The (a) In addition to any notice required by Section 1.3(f) of this Agreement, the Company shall give written telephonic, telex or telephonic telecopy notice to the Administrative Agent (which notice shall be irrevocable once given andnotice, if given by telephonetelephonic, shall be promptly confirmed in writing) by no later than 11:00 a.m. (Chicago time) on the date the Company requests that any Borrowing Banks are requested to make a borrowing of Term Loans be made to it under the Commitments, and the Administrative Agent shall promptly notify the relevant Lenders of the Administrative Agent's receipt of each such noticeavailable hereunder. Each such notice shall specify the date of the Borrowing of Loans requested (which must be a Business Day proposed borrowing and which date shall be at least three (3) Business Days subsequent to the date of such notice in the case of any Borrowing of Loans constituting a LIBOR Portion), the amount of such Borrowing and the Commitments being utilized. Except in the case of Swing Loans, each Borrowing of Loans shall initially constitute part of the applicable Base Rate Portion except to the extent the Company has otherwise timely elected that such Borrowing constitute part of a LIBOR Portion as provided in Section 3 hereofborrowing. The Company agrees that the Administrative Agent may rely upon on any written such telephonic, telex or telephonic telecopy notice given by any person who the Administrative Agent in good faith believes is an Authorized Representative authorized to give such notice without the necessity of independent investigation and, and in the event any telephonic notice by such means conflicts with the written confirmation, such telephonic notice shall govern if the Administrative Agent and/or Lenders have any Bank has acted in reliance thereon. Not The Agent shall, no later than 1:00 12:30 p.m. (Chicago time) on the date specified for day any Borrowing of Loans such notice is received by it, give telephonic, telex or telecopy (if telephonic, to be made hereunder, confirmed in writing within one Business Day) notice of the receipt of notice from the Company hereunder to each relevant Lender shall make of the proceeds of its Loan comprising part of such Borrowing available to the Administrative Agent in Chicago, Illinois in immediately available funds. Banks. (b) Subject to the provisions of Section 7 6 hereof, the proceeds of each Term Loan shall be made available to the Company at the principal office of the Administrative Agent in Chicago, Illinois, in immediately available funds, upon receipt by on the Administrative Agent from date such Term Loan is requested to be made. Not later than 2:00 p.m. Chicago time, on the date specified for any Term Loan to be made hereunder, each relevant Lender of Bank shall make its pro rata share portion of such Borrowing. Term Loan available to the Company in immediately available funds at the principal office of the Agent. (c) Unless the Administrative Agent shall have been notified by a Lender Bank prior to 1:00 p.m. (Chicago time) on the date a Borrowing Term Loan is to be made hereunder by such Bank (which notice shall be effective upon receipt) that such Lender Bank does not intend to make its pro rata share the proceeds of such Borrowing Term Loan available to the Administrative Agent, the Administrative Agent may assume that such Lender Bank has made such share proceeds available to the Administrative Agent on such date and the Administrative Agent may in reliance upon such assumption (but shall not be obligated required to) in reliance upon such assumption make available to the Company a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender and the Administrative Agent has made such amount available to the CompanyBank, the Administrative Agent shall be entitled to receive such amount on demand from such Lender Bank (or, if such Bank fails to pay such amount forthwith upon its such demand, to recover such amount, together with interest thereon at the rate otherwise applicable thereto under Section 1.3 hereof, from the Company) together with interest thereon in respect of each day during the period commencing on the date such amount was made available to the Company and ending on but excluding the date the Administrative Agent recovers such amount amount, at a rate per annum equal to (x) from the date the related payment was due effective rate charged to the Administrative Agent to for overnight Federal funds transactions with member banks of the date two Federal Reserve System for each day, as determined by the Agent (2) Business Days after the date such payment was dueor, the Fed Funds Rate for such day (or in the case of a day which is not a Business Day, then for the preceding dayBusiness Day) and (ythe "FED FUNDS RATE"). Nothing in this Section 1.5(c) thereafter until payment of shall be deemed to permit any Bank to breach its obligations to make Term Loans under the Term Credit or to limit the Company's claims against any Bank for such amount is received by the Administrative Agent from such Lender, the Base Rate plus the Applicable Margin in effect for each such day for the Base Rate Portion of Revolving Credit Loansbreach.

Manner of Borrowing. (a) The Company Borrower shall give the Agent written or telephonic notice to of each requested Advance under the Administrative Agent (which notice shall be irrevocable once given and, if given Receivable Commitment by telephone, shall be promptly confirmed in writing) by no not later than 11:00 a.m. 12:00 p.m. (Chicago Minneapolis time) on the date the Company requests that any Borrowing of Loans such Advance is to be made to it made. (b) Any request for an Advance under the CommitmentsReceivable Loan shall be deemed a representation by the Borrower that the amount of the requested Advance, and when added to the Administrative Receivable Loan outstanding amount, would not exceed the Receivable Borrowing Base. If the Receivable Loan outstanding amount shall at any time exceed the Receivable Borrowing Base, the Borrower shall immediately prepay Advances in the amount equal to such excess, without notice or demand by the Lenders. (a) Upon receipt of notice of a request for an Advance described in Section 2.5(a) above, the Agent shall will promptly notify the relevant Lenders each Lender thereof and of the Administrative Agent's receipt of each such notice. Each such notice shall specify the date of the Borrowing of Loans requested (which must be a Business Day and which date shall be at least three (3) Business Days subsequent to the date of such notice in the case of any Borrowing of Loans constituting a LIBOR Portion), the amount of such Borrowing and Lender's Percentage of such Advance. (a) Each Lender will make the Commitments being utilized. Except in amount of its Percentage of such Advance available to the case of Swing Loans, each Borrowing of Loans shall initially constitute part Agent for the account of the applicable Base Rate Portion except to Borrower at the extent the Company has otherwise timely elected that such Borrowing constitute part of a LIBOR Portion as provided in Section 3 hereof. The Company agrees that the Administrative Agent may rely upon any written or telephonic notice given Agent's office by any person the Administrative Agent in good faith believes is an Authorized Representative without the necessity of independent investigation and, in the event any telephonic notice conflicts with the written confirmation, such telephonic notice shall govern if the Administrative Agent and/or Lenders have acted in reliance thereon. Not later than 1:00 2:00 p.m. (Chicago Minneapolis time) on the date specified requested for any Borrowing of Loans to be made hereunder, each relevant Lender shall make the such Advance. The proceeds of its Loan comprising part of all such Borrowing available to the Administrative Agent in Chicago, Illinois in immediately available funds. Subject to the provisions of Section 7 hereof, the proceeds of each Loan shall requested Advances will then be made available to the Company at the principal office of the Administrative Agent in Chicago, Illinois, in immediately available funds, upon receipt Borrower by the Administrative Agent from each relevant Lender of its pro rata share of such Borrowing. by deposit thereof to an account designated by the Borrower or as otherwise indicated in the Borrower's corresponding request; provided, that the initial Advances hereunder shall be used to replace, but not satisfy, those certain promissory notes given by the Borrower to the Lender's dated July 15, 1999. (a) Unless the Administrative Agent shall have been notified by received notice from a Lender with respect to any Advance, prior to 1:00 p.m. (Chicago time) on the date a Borrowing is to be made hereunder any proposed Advance, that such Lender does will not intend to make its pro rata share of such Borrowing available to the Administrative AgentAgent as and when required hereunder for the account of the Borrower the amount of that Lender's Percentage of such Advance, the Administrative Agent may assume that such each Lender has made such share amount available to the Administrative Agent in immediately available funds on such the date required and the Administrative Agent may (but shall not be obligated so required to) ), in reliance upon such assumption assumption, make available to the Company Borrower on such date a corresponding amount. If and to the extent any Lender shall not have made its full amount available to the Agent in immediately available funds and the Agent in such corresponding amount is not in fact circumstances has made available to the Administrative Agent by Borrower such amount, the Lender and shall on the Administrative Agent has made next Business Day following the date of such Advance make such amount available to the CompanyAgent, together with interest as payable under the Receivable Notes for and determined as of each day during such period. A notice of the Agent submitted to any Lender with respect to amounts owing under this paragraph shall be conclusive, absent manifest error. If such amount is not made available to the Agent on the next Business Day following the date of the Advance, the Administrative Agent shall be entitled notify the Borrower of such failure to receive fund and, upon demand by the Agent, the Borrower shall pay such amount from such Lender forthwith upon its demandto the Agent for the Agent's account, together with interest thereon in respect of for each day during the period commencing on elapsed since the date of such amount was made available to the Company and ending on but excluding the date the Administrative Agent recovers such amount Advance, at a rate per annum equal to the interest rate applicable at the time to the Loans comprising such Advance. (xa) The failure of any Lender to make its Percentage of any Advance as required shall not relieve any other Lender of any obligation hereunder to make its Percentage of any Advance, but no Lender shall be responsible for the failure of any other Lender to make its Percentage of any Advance to be made by such other Lender on any date. (a) If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of any part of any Advance made by it, any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Percentage of such Advance (or other share contemplated hereunder) of payments on account of the Advances obtained by all the Lenders, such Lender shall forthwith (a) notify the Agent of such fact, and (b) purchase from the date other Lenders such participations in the related Advances made by them as shall be necessary to cause such purchasing Lender to share the excess payment was due ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the Administrative Agent purchasing Lender the purchase price paid therefor, together with an amount equal to such Lender's percentage (according to the date two proportion of (2i) Business Days after the date amount of such paying Lender's required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this paragraph may, to the fullest extent permitted by law, exercise all its rights of payment was due(including the right of set-off, but subject to Section 9.16) with respect to such participation as fully as if such Lender were the Fed Funds Rate for such day (or direct creditor of the borrower in the case of a day which is not a Business Day, then for the preceding day) and (y) thereafter until payment amount of such amount is received by participation. The Agent will keep records (which shall be conclusive and binding in the Administrative Agent from absence of manifest error) of participations purchased pursuant to this paragraph and will in each case notify the Lenders following any such Lender, purchases or repayments. (a) All Advances and repayments shall be effected so that after giving effect thereto all Loans shall be pro rata among the Base Rate plus the Applicable Margin in effect for each such day for the Base Rate Portion of Revolving Credit LoansLenders according to their Percentages.

Manner of Borrowing. (a) The Company Borrower shall give the Agent written or telephonic notice to of each requested Advance under the Administrative Agent (which notice shall be irrevocable once given and, if given Receivable Commitment by telephone, shall be promptly confirmed in writing) by no not later than 11:00 a.m. 12:00 p.m. (Chicago Minneapolis time) on the date the Company requests that any Borrowing of Loans such Advance is to be made to it made. (b) Any request for an Advance under the CommitmentsReceivable Loan shall be deemed a representation by the Borrower that the amount of the requested Advance, and when added to the Administrative Receivable Loan outstanding amount, would not exceed the Receivable Borrowing Base. If the Receivable Loan outstanding amount shall at any time exceed the Receivable Borrowing Base, the Borrower shall immediately prepay Advances in the amount equal to such excess, without notice or demand by the Lenders. (c) Upon receipt of notice of a request for an Advance described in Section 2.5(a) above, the Agent shall will promptly notify the relevant Lenders each Lender thereof and of the Administrative Agent's receipt of each such notice. Each such notice shall specify the date of the Borrowing of Loans requested (which must be a Business Day and which date shall be at least three (3) Business Days subsequent to the date of such notice in the case of any Borrowing of Loans constituting a LIBOR Portion), the amount of such Borrowing and Lender's Percentage of such Advance. (d) Any Lender that elects to make its Percentage of any requested Advance will make the Commitments being utilized. Except in amount of its Percentage of such Advance available to the case of Swing Loans, each Borrowing of Loans shall initially constitute part Agent for the account of the applicable Base Rate Portion except to Borrower at the extent the Company has otherwise timely elected that such Borrowing constitute part of a LIBOR Portion as provided in Section 3 hereof. The Company agrees that the Administrative Agent may rely upon any written or telephonic notice given Agent's office by any person the Administrative Agent in good faith believes is an Authorized Representative without the necessity of independent investigation and, in the event any telephonic notice conflicts with the written confirmation, such telephonic notice shall govern if the Administrative Agent and/or Lenders have acted in reliance thereon. Not later than 1:00 2:00 p.m. (Chicago Minneapolis time) on the date specified requested for any Borrowing of Loans to be made hereunder, each relevant Lender shall make the such Advance. The proceeds of its Loan comprising part of all such Borrowing available to the Administrative Agent in Chicago, Illinois in immediately available funds. Subject to the provisions of Section 7 hereof, the proceeds of each Loan shall requested Advances will then be made available to the Company at the principal office of the Administrative Agent in Chicago, Illinois, in immediately available funds, upon receipt Borrower by the Administrative Agent from each relevant Lender by deposit thereof to an account designated by the Borrower or as otherwise indicated in the Borrower's corresponding request; provided, that the initial Advances hereunder shall be applied to pay the amounts owing by the Borrower to ACC under that First Amended and Restated Credit Agreement dated as of its pro rata share of such Borrowing. October 1, 1998. (i) Unless the Administrative Agent shall have been notified by received notice from a Lender with respect to any Advance, prior to 1:00 p.m. (Chicago time) on the date a Borrowing is to be made hereunder any proposed Advance, that such Lender does will not intend to make its pro rata share of such Borrowing available to the Administrative AgentAgent as and when required hereunder for the account of the Borrower the amount of that Lender's Percentage of such Advance, the Administrative Agent may may, in its sole discretion and at its sole risk, assume that such each Lender has made such share amount available to the Administrative Agent in immediately available funds on such the date required and the Administrative Agent may (but shall not be obligated so required to) ), in reliance upon such assumption assumption, make available to the Company Borrower on such date a corresponding amount. If and to the extent any Lender shall not have made its full amount available to the Agent in immediately available funds and the Agent in such corresponding amount is not in fact circumstances has made available to the Administrative Agent by Borrower such amount, the Lender and the Administrative Agent shall, if it has made determined in its discretion to make its Percentage of such Advance, make such amount so available to the CompanyAgent on the next Business Day following the (ii) If any Lender has determined to not make its Percentage of such Advance or if such amount is not made available to the Agent on the next Business Day following the date of the Advance, the Administrative Agent may, at its option (A) notify the Borrower of such Lender's election not to fund and, upon demand by the Agent, the Borrower shall be entitled to receive pay such amount from such Lender forthwith upon its demandto the Agent for the Agent's account, together with interest thereon in respect of for each day during the period commencing on elapsed since the date of such amount was made available to the Company and ending on but excluding the date the Administrative Agent recovers such amount Advance, at a rate per annum equal to (x) from the date interest rate applicable at the related payment was due time to the Administrative Agent Loans comprising such Advance or (B) treat the amounts so made available to the date two (2) Business Days after Borrower by the date Agent in lieu of the Percentage of such payment was dueAdvance which such Lender declined to make, as the Fed Funds Rate for such day (or purchase of a percentage participation in the case Receivable Note made payable to such Lender, in an amount equal to such amount so made available by the Agent divided by the sum of a day which is not a Business Day, then for the preceding day) and (y) thereafter until payment principal of such amount and the other principal amounts outstanding under such Receivable Note. In such event, the Agent shall enter into a participation agreement with the Lender who declined to make the Advance, on terms and conditions satisfactory to such Lender. (f) No Lender shall be responsible for the determination of any other Lender to not make its Percentage of any Advance to be made by such other Lender on any date. (g) If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of any part of any Advance made by it, any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its Percentage of such Advance (or other share contemplated hereunder) of payments on account of the Advances obtained by all the Lenders, such Lender shall forthwith (a) notify the Agent of such fact, and (b) purchase from the other Lenders such participations in the Advances made by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is received thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such Lender's percentage (according to the proportion of (i) the amount of such paying Lender's required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the Administrative purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this paragraph may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 9.16) with respect to such participation as fully as if such Lender were the direct creditor of the borrower in the amount of such participation. The Agent from will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased pursuant to this paragraph and will in each case notify the Lenders following any such Lender, purchases or repayments. (h) All Advances and repayments shall be effected so that after giving effect thereto all Loans shall be pro rata among the Base Rate plus the Applicable Margin in effect for each such day for the Base Rate Portion of Revolving Credit LoansLenders according to their Percentages.

Manner of Borrowing. (a) The Company shall give written telephonic, telex or telephonic telegraphic notice to the Administrative Agent Bank (which notice shall be irrevocable once given and, if given by telephone, and shall be promptly confirmed in writing) by no later than 11:00 a.m. (Chicago time) three Business Days prior to the date it requests the Bank to make each LIBOR Loan hereunder, including a reborrowing as provided in Section 1.3 hereof. The Company shall give telephonic, telex or telegraphic notice to the Bank (which notice shall be irrevocable once given and shall be promptly confirmed in writing) by no later than (i) 11:00 a.m. (Chicago time) on the date it requests the Company Bank to make each Domestic Rate Loan or Offered Rate Loan hereunder and (ii) 11:00 a.m. (Chicago time) at least one (1) Business Day prior to the date upon which it requests that any Borrowing of Loans be made the Bank to it under the Commitmentsmake each Adjusted CD Rate Loan hereunder, and the Administrative Agent shall promptly notify the relevant Lenders of the Administrative Agent's receipt of including in each such noticecase a reborrowing as provided in Section 1.3 hereof. Each such notice shall specify the date of the Borrowing of Loans Loan requested (which must shall be a Business Day and which date shall be at least three (3) Business Days subsequent to the date of such notice in the case of any Borrowing of Loans constituting a LIBOR PortionDay), the amount of such Borrowing and Loan, whether the Commitments being utilized. Except in Loan is a Domestic Rate Loan, Adjusted CD Rate Loan, LIBOR Loan or Offered Rate Loan and, if the case of Swing LoansLoan is an Adjusted CD Rate Loan, each Borrowing of Loans shall initially constitute part of LIBOR Loan or Offered Rate Loan, the Interest Period applicable Base Rate Portion except to the extent the Company has otherwise timely elected that such Borrowing constitute part of a LIBOR Portion as provided in Section 3 hereofthereto. The Company agrees that the Administrative Agent Bank may rely upon on any written such telephonic, telex or telephonic telegraphic notice given by any person the Administrative Agent in good faith it reasonably believes is an Authorized Representative authorized to give such notice without the necessity of independent investigation and, and in the event any telephonic notice by such means conflicts with the written confirmation, such telephonic notice shall govern if the Administrative Agent and/or Lenders have Bank has acted in reliance thereon. Not later than 1:00 p.m. . (Chicago timeb) on the date specified for any Borrowing of Loans to be made hereunder, each relevant Lender The Bank shall make the proceeds of its Loan comprising part of such Borrowing available confirm to the Administrative Agent in ChicagoCompany the interest rate applicable to each Adjusted CD Rate Loan, Illinois in immediately available fundsLIBOR Loan and Offered Rate Loan promptly after such rate is determined by the Bank or quoted to the Company as the case may be. Subject to the provisions of Section 7 hereofhereto, the proceeds of each Loan shall be made available to the Company at the principal office of the Administrative Agent Bank in Chicago, Illinois, in immediately available funds, upon receipt by the Administrative Agent from each relevant Lender of its pro rata share of such Borrowing. Unless the Administrative Agent shall have been notified by a Lender prior to 1:00 p.m. except (Chicago timei) on the date a Borrowing is to be made hereunder that such Lender does not intend to make its pro rata share of such Borrowing available to the Administrative Agent, extent such Loan represents the Administrative Agent may assume that such Lender has reborrowing of a Loan previously made such share available to the Administrative Agent on such date and the Administrative Agent may (but shall not be obligated to) in reliance upon such assumption make available to the Company a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender and the Administrative Agent has made such amount available to the Company, in which case the Administrative Agent Bank shall be entitled to receive record such amount from such Lender forthwith upon reborrowing on its demand, together with interest thereon in respect of each day during the period commencing books or records or on the date schedule to the Note, as appropriate, or (ii) to the extent that such amount was made available Loan represents a refunding of the loans outstanding under the 1985 Agreement, such Loan to such extent will be accomplished by surrender to the Company and ending on but excluding of the date note evidencing the Administrative Agent recovers such amount at a rate per annum equal to (x) from loans outstanding under the date the related payment was due to the Administrative Agent to the date two (2) Business Days after the date such payment was due1985 Agreement, the Fed Funds Rate for such day (or in as the case of a day which is not a Business Day, then for the preceding day) and (y) thereafter until payment of such amount is received by the Administrative Agent from such Lender, the Base Rate plus the Applicable Margin in effect for each such day for the Base Rate Portion of Revolving Credit Loansmay be.

Manner of Borrowing. The Company shall give written or telephonic notice (i) XM may request an Advance by delivering to Lender a completed Request for Advance in the form attached hereto as Exhibit A (a “Request for Advance”) not later than 3:00 p.m., New York City time at least one business day prior to the Administrative Agent (which notice date such Advance is to be funded. If at the date of such Request for Advance XM shall not previously have executed the Second Lien Security Agreement and recorded financing statement(s) with the appropriate offices of the Secretary of State as may be required to effect and perfect the Future Security Interest in accordance with Section 13(g), XM shall as a condition of such Advance execute the Second Lien Security Agreement and record the financing statement(s) as may be required to effect and perfect the Future Security Interest. Such Request for Advance shall be irrevocable once given andsigned by an authorized officer of XM and shall indicate the amount of the requested Advance, if given by telephone, shall be promptly confirmed in writing) by no later than 11:00 a.m. (Chicago time) on a description of the date the Company requests that any Borrowing of Loans be made to it under the CommitmentsCredit Facility Permitted Uses for which such Advance is being requested, and the Administrative Agent date for such Advance, which shall promptly notify be the relevant Lenders date on which the Credit Facility Permitted Uses being funded by such Advance shall become due and owing (the “Funding Date”). If XM is effecting the Future Security Interest in connection with such Request for Advance, as a condition of funding the Advance, Lender shall have received a certificate of the Administrative Agent's receipt Chief Financial Officer, the Treasurer or any Assistant Treasurer of each such notice. Each such notice shall specify XM, dated the date of the Borrowing Advance certifying (i) that the Second Lien Security Agreement has been entered into by XM; (ii) that the necessary financing statement(s) have been recorded in the appropriate offices; (iii) that the Future Security Interest is junior only to the security interests securing the New Credit Facility and other Permitted Indebtedness; (iv) there is no Default or Event of Loans requested Default under this Agreement; and (which must v) that XM continues to be a Business Day and which date obligated to make payments under this Agreement. Each Request for Advance shall be at least three (3) Business Days subsequent to the date of such notice in the case of any Borrowing of Loans constituting a LIBOR Portion), the amount of such Borrowing irrevocable and the Commitments being utilized. Except in the case of Swing Loans, each Borrowing of Loans shall initially constitute part of the applicable Base Rate Portion except to the extent the Company has otherwise timely elected that such Borrowing constitute part of a LIBOR Portion as provided in Section 3 hereof. The Company agrees that the Administrative Agent may rely upon any written or telephonic notice given by any person the Administrative Agent in good faith believes is an Authorized Representative without the necessity of independent investigation and, in the event any telephonic notice conflicts with the written confirmation, such telephonic notice shall govern if the Administrative Agent and/or Lenders have acted in reliance thereon. Not later than 1:00 p.m. (Chicago time) on the date specified for any Borrowing of Loans to be made hereunder, each relevant Lender shall make the proceeds of its Loan comprising part of such Borrowing available to the Administrative Agent in Chicago, Illinois in immediately available funds. Subject to the provisions of Section 7 hereof, the proceeds of each Loan shall be made available to the Company at the principal office of the Administrative Agent in Chicago, Illinois, in immediately available funds, effective only upon receipt by the Administrative Agent from each relevant Lender of its pro rata share of such Borrowing. Unless the Administrative Agent shall have been notified by a Lender prior to 1:00 p.m. (Chicago time) on the date a Borrowing is to be made hereunder that such Lender does not intend to make its pro rata share of such Borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender has made such share available to the Administrative Agent on such date and the Administrative Agent may (but shall not be obligated to) in reliance upon such assumption make available to the Company a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender and the Administrative Agent has made such amount available to the Company, the Administrative Agent shall be entitled to receive such amount from such Lender forthwith upon its demand, together with interest thereon in respect of each day during the period commencing on the date such amount was made available to the Company and ending on but excluding the date the Administrative Agent recovers such amount at a rate per annum equal to (x) from the date the related payment was due to the Administrative Agent to the date two (2) Business Days after the date such payment was due, the Fed Funds Rate for such day (or in the case of a day which is not a Business Day, then for the preceding day) and (y) thereafter until payment of such amount is received by the Administrative Agent from such Lender, the Base Rate plus the Applicable Margin in effect for each such day for the Base Rate Portion of Revolving Credit Loans.

Manner of Borrowing. The Company shall give written or telephonic notice to the Administrative Agent (which notice shall be irrevocable once given and, if given by telephone, shall be promptly confirmed in writing) by no later than 11:00 a.m. (Chicago time) on the date the Company requests that any Borrowing of Loans be made to it under the Commitments, and the Administrative Agent shall promptly notify the relevant Lenders each Bank of the Administrative Agent's receipt of each such notice. Each such notice shall specify the date of the Borrowing of Loans requested (which must be a Business Day Day, and which date shall be at least three (3) Business Days subsequent to the date of such notice in the case of any Borrowing of Loans constituting a LIBOR Portion), ) and the amount of such Borrowing and the Commitments being utilizedBorrowing. Except in the case of Swing Loans, each Each Borrowing of Loans shall initially constitute part of the applicable Base Rate Portion except to the extent the Company has otherwise timely elected that such Borrowing constitute part of a LIBOR Portion as provided in Section 3 hereof. The Company agrees that the Administrative Agent may rely upon any written or telephonic notice given by any person the Administrative Agent in good faith believes is an Authorized Representative without the necessity of independent investigation and, in the event any telephonic notice conflicts with the written confirmation, such telephonic notice shall govern if the Administrative Agent and/or Lenders and the Banks have acted in reliance thereon. Not later than 1:00 p.m. (Chicago time) on the date specified for any Borrowing of Loans to be made hereunder, each relevant Lender Bank shall make the proceeds of its Loan comprising part of such Borrowing available to the Administrative Agent in Chicago, Illinois in immediately available funds. Subject to the provisions of Section 7 hereof, the proceeds of each Loan shall be made available to the Company at the principal office of the Administrative Agent in Chicago, Illinois, in immediately available funds, upon receipt by the Administrative Agent from each relevant Lender Bank of its pro rata share of such Borrowing. Unless the Administrative Agent shall have been notified by a Lender Bank prior to 1:00 p.m. (Chicago time) on the date a Borrowing is to be made hereunder that such Lender Bank does not intend to make its pro rata share of such Borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender Bank has made such share available to the Administrative Agent on such date and the Administrative Agent may (but shall not be obligated to) in reliance upon such assumption make available to the Company a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender Bank and the Administrative Agent has made such amount available to the Company, the Administrative Agent shall be entitled to receive such amount from such Lender Bank forthwith upon its demand, together with interest thereon in respect of each day during the period commencing on the date such amount was made available to the Company and ending on but excluding the date the Administrative Agent recovers such amount at a rate per annum equal to (x) from the date the related payment was due to the Administrative Agent to the date two (2) Business Days after the date such payment was due, the Fed Federal Funds Rate for such day (or in the case of a day which is not a Business Day, then for the preceding day) and (y) thereafter until payment of such amount is received by the Administrative Agent from such LenderBank, the Base Rate plus the Applicable Margin as from time to time in effect for each such day for the Base Rate Portion of Revolving Credit Loanseffect.

Manner of Borrowing. The Company Seminis shall give written or telephonic notice to notify the Administrative Agent (which notice shall may be irrevocable once written or oral, but which must be given and, if given by telephone, shall be promptly confirmed in writing) by no later than prior to 11:00 a.m. (Chicago time) on of the date (which may, subject to the Company immediately preceding parenthetical, be the date on which such notice is given) upon which it requests that any Borrowing of Loans advance be made to it under the Revolving Credit Commitments, except for Swingline Loans made pursuant to Section 1.1(b) hereof and Revolving Credit Loans made pursuant to Section 1.5 hereof, or that any Term Loan be made, specifying the amount of each such loan, and the Administrative Agent shall promptly notify the relevant Lenders Banks of the Administrative Agent's its receipt of each such notice. Each such notice shall specify the date Subject to all of the Borrowing terms and conditions hereof, the proceeds of Loans requested (which must be a Business Day and which date each advance, to the extent received by the Administrative Agent from the relevant Banks, shall be at least three (3) Business Days subsequent made available to the date Borrowers at the office of such notice the Administrative Agent in the case of any Borrowing of Loans constituting a LIBOR Portion), the amount of such Borrowing Chicago and the Commitments being utilizedin funds there current. Except in the case of Swing Loans, Each loan from each Borrowing of Loans Bank shall initially constitute part of the applicable a Base Rate Portion except to the extent the Company Seminis has otherwise timely elected that such Borrowing constitute part of a LIBOR Portion elected, all as provided in Section 3 2 hereof. The Company agrees that the Administrative Agent may rely upon any written or telephonic notice given by any person the Administrative Agent in good faith believes is an Authorized Representative without the necessity of independent investigation and, in the event any telephonic notice conflicts with the written confirmation, such telephonic notice shall govern if the Administrative Agent and/or Lenders have acted in reliance thereon. Not later than 1:00 p.m. (Chicago time) on the date specified for any Borrowing of Loans to be made hereunder, each relevant Lender shall make the proceeds of its Loan comprising part of such Borrowing available to the Administrative Agent in Chicago, Illinois in immediately available funds. Subject to the provisions of Section 7 hereof, the proceeds of each Loan shall be made available to the Company at the principal office of the Administrative Agent in Chicago, Illinois, in immediately available funds, upon receipt by the Administrative Agent from each relevant Lender of its pro rata share of such Borrowing. Unless the Administrative Agent shall have been notified by a Lender Bank that has a Commitment to make a requested loan hereunder prior to 1:00 p.m. (Chicago time) on the date a Borrowing such loan is to be made hereunder that such Lender Bank does not intend to make its pro rata share of such Borrowing loan available to the Administrative AgentAgent (which notice a Bank shall not be entitled to give unless a condition precedent to lending has not been satisfied or waived), the Administrative Agent may assume that such Lender Bank has made such share available to the Administrative Agent on such date and the Administrative Agent may (but shall not be obligated to) in reliance upon such assumption make available to the Company Borrowers a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender Bank and the Administrative Agent has made such amount available to the CompanyBorrowers, the Administrative Agent shall be entitled to receive such amount from such Lender Bank forthwith upon its demand, together with interest thereon in respect of each day during the period commencing on the date such amount was made available to the Company and ending on but excluding the date the Administrative Agent recovers such amount at a rate per annum equal to (x) from the date the related payment was due to the Administrative Agent to the date two (2) Business Days after the date such payment was due, the Fed Funds Rate for such day (or in the case of a day which is not a Business Day, then for the preceding day) and (y) thereafter until payment of such amount is received by the Administrative Agent from such Lender, the Base Rate plus the Applicable Margin in effect for each such day for the Base Rate Portion of Revolving Credit Loans.