Common use of Making of Loans Clause in Contracts

Making of Loans. (i) In the event that Swing Lender is not obligated to make a Swing Loan, then promptly after receipt of a request for a Borrowing pursuant to Section 2.3(a), Agent shall notify the Lenders, not later than 1:00 p.m. (Boston time) on the Business Day that is the requested Funding Date (or, in the case of a European Borrowing, no later than 1:00 p.m. (London time) on the Business Day that is 3 Business Days prior to the requested Funding Date), by telecopy, telephone, or other similar form of transmission, of the requested Borrowing. Each Lender shall make the amount of such Lender's Pro Rata Share of the requested Borrowing available to Agent in immediately available funds in the Applicable Currency, to Agent's Applicable Account, not later than 2:00 p.m. (Boston time) on the Funding Date applicable thereto (or, in the case of a European Borrowing, no later than 12:00 p.m. (London time) on the Funding Date applicable thereto). After Agent's receipt of the proceeds of such Advances, Agent shall make the proceeds thereof available to Borrower on the applicable Funding Date by transferring immediately available funds in the Applicable Currency equal to such proceeds received by Agent to the Applicable Designated Account, as designated by Borrower; provided, however, that, subject to the provisions of Section 2.3(d)(ii), Agent shall not request any Lender to make, and no Lender shall have the obligation to make, any Advance if (1) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing unless such condition has been waived, or (2) the requested Borrowing would exceed the Availability on such Funding Date.

Making of Loans. (i) In the event that Swing Lender is not obligated to make a Swing Loan, then promptly Promptly after receipt of a request for a Notice of Committed Borrowing pursuant to under Section 2.3(a2.1(c) (or telephonic notice in lieu thereof), the Administrative Agent shall notify each applicable Lender by facsimile transmission, or other similar form of written transmission, of the proposed Borrowing (which notice to the Lenders, not later than 1:00 p.m. (Boston time) on the Business Day that is the requested Funding Date (or, in the case of a European BorrowingBorrowing of Eurodollar Rate Loans, no later than 1:00 p.m. shall be at least three (London time3) on the Business Day that is 3 Business Days prior to the requested Funding Date), by telecopy, telephone, or other similar form of transmission, in advance of the requested Borrowingproposed Funding Date for such Loans). Each Lender shall make the deposit an amount of such Lender's equal to its applicable Pro Rata Share (if any) of the Borrowing requested Borrowing available to by the Borrower or the applicable Qualified Borrower with the Administrative Agent at its office in New York, New York, in immediately available funds in the Applicable Currency, to Agent's Applicable Account, Dollars not later than 2:00 p.m. 12:00 noon (Boston New York time) on the Funding Date applicable thereto (or), or in the case of a European BorrowingBorrowing of Base Rate Loans for which the Notice of Committed Borrowing was given on such Funding Date, no later than 12:00 2:00 p.m. (London New York time) ), on the respective Funding Date applicable thereto)Date. After Agent's receipt Subject to the fulfillment of the proceeds of such Advances, Agent shall make the proceeds thereof available to Borrower on the applicable Funding Date by transferring immediately available funds in the Applicable Currency equal to such proceeds received by Agent to the Applicable Designated Account, as designated by Borrower; provided, however, that, subject to the provisions of Section 2.3(d)(ii), Agent shall not request any Lender to make, and no Lender shall have the obligation to make, any Advance if (1) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied 6.1 or Section 6.2, as applicable, the Administrative Agent shall make the proceeds of such amounts received by it available to the Borrower or the applicable Qualified Borrower at the Administrative Agent’s office in New York, New York on such Funding Date (or on the requested date received if later than such Funding Date) and shall disburse such proceeds in accordance with the Borrower’s or the applicable Qualified Borrower’s disbursement instructions set forth in the applicable Notice of Committed Borrowing. The failure of any Lender to deposit the amount described above with the Administrative Agent on the applicable Funding Date for the applicable Borrowing unless such condition has been waived, or (2) the requested Borrowing would exceed the Availability shall not relieve any other Lender of its obligations hereunder to make its Committed Loan on such Funding Date. In the event the conditions precedent set forth in Section 6.1 or 6.2 are not fulfilled as of the proposed Funding Date for any Borrowing, the Administrative Agent shall promptly return, by wire transfer of immediately available funds, the amount deposited by each Lender to such Lender.

Making of Loans. (i) In the event that US Swing Lender is not obligated to make a US Swing Loan, then promptly after receipt of a request for a US Borrowing pursuant to Section 2.3(a2.3(a)(i), Agent shall notify the Lenders, not later than 1:00 p.m. (Boston California time) on the Business Day that is immediately preceding the requested Funding Date (or, in the case of a European Borrowing, no later than 1:00 p.m. (London time) on the Business Day that is 3 Business Days prior to the requested Funding Date)applicable thereto, by telecopy, telephone, or other similar form of transmission, of the requested US Borrowing. Each Lender having a US Revolver Commitment shall make the amount of such Lender's ’s Pro Rata Share of the requested US Borrowing available to US Agent in immediately available funds in the Applicable Currencyfunds, to US Agent's Applicable ’s Account, not later than 2:00 p.m. 10:00 a.m. (Boston time) on the Funding Date applicable thereto (or, in the case of a European Borrowing, no later than 12:00 p.m. (London California time) on the Funding Date applicable thereto). After US Agent's ’s receipt of the proceeds of such US Advances, US Agent shall make the proceeds thereof available to US Borrower on the applicable Funding Date by transferring immediately available funds in the Applicable Currency equal to such proceeds received by US Agent to the Applicable US Designated Account, as designated by Borrower; provided, however, that, subject to the provisions of Section 2.3(d)(ii), Agent shall not request any Lender to makemake any US Advance if it has knowledge that, and no Lender shall have the obligation to makemake any US Advance, any Advance if (1) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable US Borrowing unless such condition has been waived, or (2) the requested US Borrowing would exceed the US Availability on such Funding Date. In the event that Canadian Swing Lender is not obligated to make a Canadian Swing Loan, then promptly after receipt of a request for a Canadian Borrowing pursuant to Section 2.3(a)(ii), Canadian Agent shall notify the Lenders, not later than 1:00 p.m. (California time) on the Business Day immediately preceding the Funding Date applicable thereto, by telecopy, telephone, or other similar form of transmission, of the requested Canadian Borrowing. Each Lender having a Canadian Revolver Commitment shall make the amount of such Lender’s Pro Rata Share of the requested Canadian Borrowing available to Canadian Agent in immediately available funds, to Canadian Agent’s Account, not later than 10:00 a.m. (California time) on the Funding Date applicable thereto. After Canadian Agent’s receipt of the proceeds of such Canadian Advances, Canadian Agent shall make the proceeds thereof available to the applicable Canadian Borrower on the applicable Funding Date by transferring immediately available funds equal to such proceeds received by Canadian Agent to the Canadian Designated Account; provided, however, that, subject to the provisions of Section 2.3(d)(ii), Canadian Agent shall not request any Lender to make any Canadian Advance if it has knowledge that, and no Lender shall have the obligation to make any Canadian Advance, if (1) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Canadian Borrowing unless such condition has been waived, or (2) the requested Canadian Borrowing would exceed the Canadian Availability on such Funding Date.

Making of Loans. (i) In the event that Swing Lender is not obligated to make a Swing Loan, then promptly Promptly after receipt of a request for a Borrowing pursuant to Section 2.3(a), Agent shall notify the applicable Lenders, not later than 1:00 p.m. (Boston New York time or London time, as applicable) on the Business Day that is the requested Funding Date (or, in the case date Agent receives notice of a European such Borrowing, no later than 1:00 p.m. (London time) on the Business Day that is 3 Business Days prior to the requested Funding Date), by telecopyfacsimile, telephone, or other similar form of transmission, of the requested Borrowing. Each Lender shall make the amount of such Lender's ’s Pro Rata Share of the requested Borrowing available to Agent at its Applicable Funding Office in immediately available funds in the Applicable Currencyapplicable currency, to Agent's ’s Applicable Account, not later than (A) with respect to Borrowings denominated in Dollars, 2:00 p.m. (Boston New York time) on the Funding Date applicable thereto and (orB) with respect to Borrowings denominated in Euros, in the case of a European Borrowing, no later than 12:00 2:00 p.m. (London time) ), in each case, on the Funding Date applicable thereto). After Agent's ’s receipt of the proceeds of such Advances, Agent shall make the proceeds thereof available to Borrower Borrowers on the applicable Funding Date by transferring immediately available funds in the Applicable Currency equal to such proceeds received by Agent to the Applicable applicable Designated Account, as designated by Borrower; provided, however, that, that (X) subject to the provisions of Section 2.3(d)(ii), Agent shall not request any Lender to make, and no Lender shall have the obligation to make, any Advance if (1) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing unless such condition has been waived, or (2) the requested Borrowing (in the case of a Revolver Advance) would exceed the Excess Availability on such Funding Date and (Y) any amount made available to Agent in respect of Borrowings of Term Advances shall, except to the extent required to be applied in accordance with Section 6.13 to prepay Revolver Advances (in which case the applicable amounts shall be so applied by the Agent) be credited by Agent to the Term Advance Proceeds Accounts for disbursement thereof in accordance with Exhibit 10.61 DIP Credit Agreement Section 2.3(c)(iii) (or, if a Borrowing of Term Advances shall not occur on such date because any condition precedent herein specified shall not have been satisfied (or waived in accordance with the terms hereof), return the amounts so received to the respective Term Lenders). All Term Advances shall be made by Term Lenders simultaneously and proportionately to their respective Pro Rata Shares of the aggregate Initial Term Commitments and Delayed Draw Term Commitments, as applicable, it being understood that no Term Lender shall be responsible for any default by any other Term Lender in such other Term Lender’s obligation to make a Term Advance requested hereunder nor shall any Term Commitment of any Term Lender be increased or decreased as a result of a default by any other Term Lender in such other Term Lender’s obligation to make a Term Loan requested hereunder. Unless Agent receives notice from a Lender prior to (A) with respect to Borrowings denominated in Dollars, 2:00 p.m. (New York time) and (B) with respect to Borrowings denominated in Euros, 10:00 a.m. (London time), in each case, on the date of a Borrowing, that such Lender will not make available as and when required hereunder to Agent for the account of the applicable Borrower the amount of that Lender’s Pro Rata Share of the Borrowing, Agent may assume that each Lender has made or will make such amount available to Agent in immediately available funds on the Funding Date and Agent may (but shall not be so required), in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If any Lender shall not have made its full amount available to Agent in immediately available funds and if Agent in such circumstances has made available to the applicable Borrower such amount, that Lender shall on the Business Day following such Funding Date make such amount available to Agent, together with interest at the Defaulting Lender Rate for each day during such period. A notice submitted by Agent to any Lender with respect to amounts owing under this Section 2.3(c)(ii) shall be conclusive, absent manifest error. If such amount is so made available, such payment to Agent shall constitute such Lender’s Advance on the date of Borrowing for all purposes of this Agreement. If such amount is not made available to Agent on the Business Day following the Funding Date, Agent will notify the Borrowers of such failure to fund and, upon demand by Agent, Borrowers shall pay such amount to Agent for Agent’s account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the interest rate applicable at the time to the Advances composing such Borrowing. The US Borrower may request, from time to time, by delivery to the Agent, with a copy to each of the Required Term Lenders’ Advisors, in each case by e-mail or facsimile, of a Term Advance Proceeds Withdrawal Request executed by a Responsible Officer of the US Borrower, requesting that the Agent release funds held in the Term Advance Proceeds Account (each date of the Borrowers’ withdrawal from the Term Advance Proceeds Account, a “Term Advance Proceeds Withdrawal Date”), to be used for purposes substantially in accordance with the Cash Budget (subject to permitted variances) or for Specified Disbursements, and the Agent shall release such funds as promptly as reasonably practicable upon the US Borrower’s delivery of such Term Exhibit 10.61 DIP Credit Agreement Advance Proceeds Withdrawal Request to the Agent and Required Term Lenders’ Advisors. Each such Term Advance Proceeds Withdrawal Request shall (i) specify (A) the amount to be withdrawn, (B) account information for the account to which such funds shall be transferred and (C) the proposed uses of such funds in reasonable detail and (ii) certify that (x) the proposed uses of such funds are substantially in accordance with the Cash Budget or for Specified Disbursements and (y) no Default or Event of Default has occurred and is continuing or would result from such withdrawal or use of such funds. Each Borrower authorizes and directs the Agent, if any of the Required Term Lenders’ Advisors’ Expenses are not paid in accordance with Section 17.10 within 10 days following the Company’s receipt of reasonably documented invoices therefor, to use the funds in the Term Advance Proceeds Account to satisfy such outstanding and unpaid Required Term Lenders’ Advisors’ Expenses. Any amounts remaining in the Term Advance Proceeds Account on the Maturity Date or the date on which the Loans shall have been accelerated, as the case may be, shall, in each case, be applied in accordance with Section 2.4(b)(ii). For the avoidance of doubt, none of the Loan Parties shall have (and each Loan Party hereby affirmatively waives) any right to withdraw, claim or assert any property interest in any funds on deposit in the Term Advance Proceeds Account upon the occurrence and continuance of any Default or Event of Default.

Making of Loans. (i) In the event that Swing Lender is not obligated Agent shall elect to make have the terms of this Section 2.3(c) apply to a Swing Loanrequested Borrowing as described in Section 2.3(b), then promptly after receipt of a request for a Borrowing pursuant to Section 2.3(a), Agent shall notify the Lenders, not later than 1:00 p.m. (Boston California time) on the Business Day that is immediately preceding the requested Funding Date (or, in the case of a European Borrowing, no later than 1:00 p.m. (London time) on the Business Day that is 3 Business Days prior to the requested Funding Date)applicable thereto, by telecopy, telephone, or other similar form of transmission, of the requested Borrowing. Each Lender shall make the amount of such Lender's ’s Pro Rata Share of the requested Borrowing available to Agent in immediately available funds in the Applicable Currencyfunds, to Agent's Applicable ’s Account, not later than 2:00 p.m. 10:00 a.m. (Boston time) on the Funding Date applicable thereto (or, in the case of a European Borrowing, no later than 12:00 p.m. (London California time) on the Funding Date applicable thereto). After Agent's ’s receipt of the proceeds of such Advances, Agent shall make the proceeds thereof available to Administrative Borrower on the applicable Funding Date by transferring immediately available funds in the Applicable Currency equal to such proceeds received by Agent to the Applicable Designated Account, as Account or such other account designated by the applicable Borrower pursuant to Section 2.3(a)(i), whereupon Administrative Borrower will transfer such funds to the appropriate Borrower; provided, however, that, subject to the provisions of Section 2.3(d)(ii2.3(i), Agent shall not request any Lender to make, and no Lender shall have the obligation to make, any Advance if Agent shall have actual knowledge that (1) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing unless such condition has been waived, or (2) the requested Borrowing would exceed the Availability US Borrower Availability, the UK Borrower Availability, or the PR Borrower Availability, as applicable, on such Funding Date.

Making of Loans. (i) In the event that the US Swing Lender is not obligated to make a US Swing Loan, then promptly after receipt of a request for a US Borrowing pursuant to Section 2.3(a), (A) in the case of Borrowings other than Offshore Currency Rate Loans, Administrative Agent shall notify the US Lenders, not later than 1:00 p.m. (Boston California time) on the Business Day that is immediately preceding the requested Funding Date (or, in the case of a European Borrowing, no later than 1:00 p.m. (London time) on the Business Day that is 3 Business Days prior to the requested Funding Date), applicable thereto by telecopy, telephone, or other similar form of transmission, of the requested US Borrowing (provided, that notice of a requested LIBOR Rate Loan shall be provided as set forth in Section 2.13(b)), and (B) in the case of Borrowings consisting of Offshore Currency Rate Loans, Administrative Agent shall notify the US Lenders, not later than 1:00 p.m. (California time) at least 3 Business Days prior to the Funding Date applicable thereto by telecopy, telephone, or other similar form of transmission, of the requested US Borrowing. Each US Lender shall make the amount of such US Lender's ’s Pro Rata Share of the requested US Borrowing available to Administrative Agent in immediately available funds and in the Applicable Currency, to the applicable Administrative Agent's Applicable ’s Account, not later than 2:00 p.m. 10:00 a.m. (Boston time) on the Funding Date applicable thereto (or, in the case of a European Borrowing, no later than 12:00 p.m. (London California time) on the Funding Date applicable thereto). After Administrative Agent's ’s receipt of the proceeds of such US Advances, Administrative Agent shall promptly make the proceeds thereof available to Borrower Administrative Borrower, for the benefit of the US Borrowers, on the applicable Funding Date by transferring immediately available funds in the Applicable Currency equal to such proceeds received by Administrative Agent to the Applicable applicable US Designated Account, as designated by Borrower; provided, however, that, subject to the provisions of Section 2.3(d)(ii2.3(d)(iv), Administrative Agent shall not request any US Lender to make, and no US Lender shall have the obligation to make, any US Advance if Administrative Agent shall have actual knowledge that (1) one or more of the applicable conditions precedent set forth in Section 3 3.1 or 3.2 are required to, but will not not, be satisfied on the requested Funding Date for the applicable US Borrowing unless such condition has been waived, or (2) the Dollar Equivalent of the requested US Borrowing would exceed the US Availability on such Funding Date.

Making of Loans. (i) In the event that Swing Lender is not obligated to make a Swing Loan, then promptly after receipt of a request for a Borrowing pursuant to Section 2.3(a), Agent shall notify the Lenders, not later than 1:00 p.m. (Boston time) on the Business Day that is the requested Funding Date (or, in the case of Lenders with a European Borrowing, no later than 1:00 p.m. (London time) on the Business Day that is 3 Business Days prior to the requested Funding Date), Revolver Commitment by telecopy, telephone, or other similar form of transmission, of the requested Borrowing; such notification to be sent on the Business Day or U.S. Government Securities Business Day, as applicable, that is (A) in the case of a Base Rate Loan, prior to noon (Chicago time) on the Business Day that is the requested Funding Date, (B) in the case of a Term SOFR Loan, prior to noon (Chicago time) at least two U.S. Government Securities Business Days prior to the requested Funding Date or (C) in the case of a Daily Simple SOFR Loan, prior to noon (Chicago time) at least two U.S. Government Securities Business Days prior to the requested Funding Date. Each Lender with a Revolver Commitment shall make the amount of such Lender's Xxxxxx’s Pro Rata Share of the requested Borrowing available to Agent in immediately available funds in the Applicable Currencyfunds, to Agent's Applicable ’s Account, not later than 2:00 p.m. noon (Boston time) on the Funding Date applicable thereto (or, in the case of a European Borrowing, no later than 12:00 p.m. (London Chicago time) on the Funding Date applicable thereto). After Agent's ’s receipt of the proceeds of such Advances, Agent shall make the proceeds thereof available to Borrower Borrowers on the applicable Funding Date by transferring immediately available funds in the Applicable Currency equal to such proceeds received by Agent to the Applicable Designated Account, as designated by Borrower; provided, however, that, subject to the provisions of Section 2.3(d)(ii), Agent shall not be obligated to (but may in its discretion) request any Lender with a Revolver Commitment to makemake any Advance if it has knowledge that, and no such Lender shall have the obligation to makemake any Advance, any Advance if (1) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing unless such condition has been waived, or (2) the requested Borrowing would exceed the Availability on such Funding Date.

Making of Loans. (i) In the event that U.S. Swing Lender is not obligated to make a U.S. Swing Loan, then promptly after receipt of a request for a U.S. Borrowing pursuant to Section 2.3(a2.3(a)(i), U.S. Agent shall notify the U.S. Lenders, not later than 1:00 4:00 p.m. (Boston Eastern Standard time) on the Business Day that is immediately preceding the requested Funding Date (or, in the case of a European Borrowing, no later than 1:00 p.m. (London time) on the Business Day that is 3 Business Days prior to the requested Funding Date)applicable thereto, by telecopy, telephone, or other similar form of transmission, of the requested BorrowingU.S. Borrowing (provided, that notice of a requested LIBOR Rate Loan shall be provided as set forth in Section 2.13). Each U.S. Lender shall make the amount of such U.S. Lender's ’s Pro Rata Share of the requested U.S. Borrowing available to U.S. Agent in immediately available funds in the Applicable Currencyfunds, to U.S. Agent's Applicable ’s Account, not later than 2:00 1:00 p.m. (Boston time) on the Funding Date applicable thereto (or, in the case of a European Borrowing, no later than 12:00 p.m. (London Eastern Standard time) on the Funding Date applicable thereto). After U.S. Agent's ’s receipt of the proceeds of such U.S. Advances, U.S. Agent shall make the proceeds thereof available to the applicable U.S. Borrower on the applicable Funding Date by transferring immediately available funds in the Applicable Currency equal to such proceeds received by U.S. Agent to the Applicable U.S. Designated Account, as designated by Borrower; provided, however, that, subject to the provisions of Section 2.3(d)(ii), U.S. Agent shall not request any U.S. Lender to makemake any U.S. Advance if it has knowledge that, and no U.S. Lender shall have the obligation to makemake any U.S. Advance, any Advance if (1) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable U.S. Borrowing unless such condition has been waived, or (2) the requested U.S. Borrowing would exceed the Availability on such Funding Date. In the event that Canadian Swing Lender is not obligated to make a Canadian Swing Loan, then promptly after receipt of a request for a Canadian Borrowing pursuant to Section 2.3(a)(ii), Canadian Agent shall notify Canadian Lenders, not later than 4:00 p.m. (Eastern Standard time) on the Business Day immediately preceding the Funding Date applicable thereto, by telecopy, telephone, or other similar form of transmission, of the requested Canadian Borrowing. Each Canadian Lender shall make the amount of the requested Canadian Borrowing available to Canadian Agent in immediately available funds to Canadian Agent’s Account, not later than 1:00 p.m. (Eastern Standard time) on the Funding Date applicable thereto. After Canadian Agent’s receipt of the proceeds of such Canadian Advances, Canadian Agent shall make the proceeds thereof available to the applicable Canadian Borrower on the applicable Funding Date by transferring immediately available funds equal to such proceeds received by Canadian Agent to the Canadian Designated Account; provided, however, that, subject to the provisions of Section 2.3(d)(ii), Canadian Agent shall not request any Canadian Lender to make any Canadian Advance if it has knowledge that, and no Canadian Lender shall have the obligation to make any Canadian Advance, if (1) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Canadian Borrowing unless such condition has been waived, or (2) the requested Canadian Borrowing would exceed the Availability on such Funding Date.

Making of Loans. (i) In Promptly after receipt of a Borrowing Notice pursuant to Section 2.2(a), and in any event not later than 1:00 p.m., Dallas time, on the Business Day such Borrowing Notice was received by Administrative Agent, and in the event that Swing Lender is not obligated to make a Swing Loan, then promptly after receipt of Loan (with respect to a request for a Borrowing pursuant to Section 2.3(aborrowing of a Revolving Loan), Administrative Agent shall notify the Lenders, not later than 1:00 p.m. (Boston time) on the Business Day that is the requested Funding Date (or, in the case of a European Borrowing, no later than 1:00 p.m. (London time) on the Business Day that is 3 Business Days prior to the requested Funding Date), by telecopy, telephone, or other similar form of transmission, of the requested Borrowingborrowing. Each Lender shall make the amount of such Lender's Pro Rata Percentage Share of the requested Borrowing borrowing available to Administrative Agent in immediately available funds in the Applicable Currencyfunds, to an account designated by Administrative Agent's Applicable Account, not later than 2:00 p.m. (Boston 10:00 a.m., Dallas time) , on the Funding Date applicable thereto (or, in the case of a European Borrowing, no later than 12:00 p.m. (London time) on the Funding Date funding date applicable thereto). After Administrative Agent's receipt of the proceeds of such Advancesthereof, Administrative Agent shall make the proceeds thereof available to Borrower Borrowers on the applicable Funding Date funding date by transferring immediately available funds in the Applicable Currency equal to such proceeds received by Administrative Agent to the Applicable Designated Account, as designated by Borrower; provided, however, that, subject to the provisions of Section 2.3(d)(ii2.2(c)(ii), Administrative Agent shall not be required to request any Lender to make, and no Lender shall have the obligation to make, any Advance advance if (1) one or more of the applicable conditions precedent set forth in Section 3 Article VI will not be satisfied on the requested Funding Date funding date for the applicable Borrowing borrowing unless such condition has been waived, or (2) the requested Borrowing borrowing would exceed the Availability on such Funding Datefunding date or, after giving effect thereto, cause the aggregate outstanding principal amount of the Revolving Loans to exceed the Revolving Credit Limit. Each Lender shall make the amount of such Lender's Percentage Share of the Term RE Loan available to Administrative Agent on the Agreement Date in immediately available funds to an account designated by Administrative Agent not later than 10:00 a.m., Dallas time on such date, and Administrative Agent shall make the Term RE Loan available to Borrowers by transferring immediately available funds equal to the Term RE Loan Amount to the Designated Account on such date; provided, however, that no Lender shall have the obligation to make its Percentage Share of the Term RE Loan and Administrative Agent shall not make the Term RE Loan available to Borrowers unless all conditions precedent set forth in Article VI have been satisfied in full (or waived by Administrative Agent and the appropriate Lenders).

Making of Loans. (i) In the event that US Swing Lender is not obligated to make a US Swing Loan, then promptly after receipt of a request for a US Borrowing pursuant to Section 2.3(a), Agent shall notify the Lenders, not later than 1:00 p.m. (Boston Central time) (A) with respect to a request for a Base Rate Loans and if Xxxxx Fargo is the only Lender, on the Business Day that is the requested Funding Date applicable thereto, or (orB) with respect to a request for Advances to be denominated in Euros, Sterling or with respect to a request for Base Rate Loans if there is more than one Lender, in the case of a European Borrowingeach case, no later than 1:00 p.m. (London time) on the Business Day that is 3 Business Days prior to immediately preceding the requested Funding Date)Date applicable thereto, by telecopy, telephone, or other similar form of transmission, of the requested US Borrowing. Each Lender shall make the amount of such Lender's ’s Pro Rata Share of the requested US Borrowing available to Agent in immediately available funds in the Applicable Currency, to Agent's ’s Applicable Account, not later than 2:00 p.m. (Boston 1) 1:00 p.m (Central time), with respect to Advances denominated in Dollars, and (2) on the Funding Date applicable thereto (or, in the case of a European Borrowing, no later than 12:00 p.m. 1:00 p.m (London time) ), with respect to Advances denominated in Euros or Sterling, in each case, on the Funding Date applicable thereto). After Agent's ’s receipt of the proceeds of such US Advances, Agent shall make the proceeds thereof available to Borrower US Borrowers on the applicable Funding Date by transferring immediately available funds in the Applicable Currency equal to such proceeds received by Agent to the Applicable US Borrowers’ US Designated Account, as designated by Borrower; provided, however, that, subject to the provisions of Section 2.3(d)(ii2.3(d)(iii), Agent shall not request any Lender to make, and no Lender shall have the obligation to make, any US Advance if (1) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable US Borrowing unless such condition has been waived, or (2) the requested US Borrowing would exceed the US Availability on such Funding Date.

Making of Loans. (i) In The Guarantor may from time to time on or after the event Closing Date request that Swing Lender is not obligated any Foreign Subsidiary become an Additional Borrower hereunder (such Foreign Subsidiary, prior to make a Swing Loanbecoming an Additional Borrower pursuant to this Section 2.02, then promptly an “Applicant Borrower”). Within ten (10) Business Days after receipt of a request for a Borrowing pursuant to Section 2.3(a)such notice, Agent the Initial Lender shall notify the LendersGuarantor whether it consents to such Person becoming an Additional Borrower hereunder, such consent not later than 1:00 p.m. (Boston time) to be unreasonably withheld, and, provided, that no consent shall be required for a Foreign Subsidiary that exists on the Business Day Closing Date and is organized under the laws of the United Kingdom. The parties hereto acknowledge and agree that is prior to any such Applicant Borrower becoming entitled to incur Loans, the Initial Lender and any other Lenders shall have received, (A) copies of the Charter Documents of such Applicant Borrower and other documents, confirmations or information as may reasonably be requested by any Lender (collectively, the “Applicant Borrower Documents”), (B) customary legal opinions (addressed to the Lenders) of counsel for such Applicant Borrower covering such matters relating to the Loan Parties, the Loan Documents or the Transactions contemplated thereby as any Lender shall reasonably request and (C) Notes signed by such Applicant Borrower to the extent any Lender so requests. If the Applicant Borrower shall be entitled to receive Loans hereunder, the Applicant Borrower shall send a notice to the Lenders specifying the effective date upon which the requested Funding Date (orApplicant Borrower shall constitute an Additional Borrower for purposes hereof, in whereupon each of the case of a European BorrowingLenders agrees to permit such Borrower to receive Loans hereunder, no later than 1:00 p.m. (London time) on the Business Day that is 3 Business Days prior to the requested Funding Date)terms and conditions set forth herein, by telecopy, telephone, or other similar form of transmission, and each of the requested Borrowing. Each Lender parties hereto agrees that such Additional Borrower otherwise shall make the amount be a Borrower for all purposes of such Lender's Pro Rata Share of the requested Borrowing available to Agent in immediately available funds in the Applicable Currency, to Agent's Applicable Account, not later than 2:00 p.m. (Boston time) on the Funding Date applicable thereto (or, in the case of a European Borrowing, no later than 12:00 p.m. (London time) on the Funding Date applicable thereto). After Agent's receipt of the proceeds of such Advances, Agent shall make the proceeds thereof available to Borrower on the applicable Funding Date by transferring immediately available funds in the Applicable Currency equal to such proceeds received by Agent to the Applicable Designated Account, as designated by Borrower; provided, however, that, subject to the provisions of Section 2.3(d)(ii), Agent shall not request any Lender to make, and no Lender shall have the obligation to make, any Advance if (1) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing unless such condition has been waived, or (2) the requested Borrowing would exceed the Availability on such Funding Datethis Agreement.

Making of Loans. From time to time upon not less than five Business Days' prior written notice (a "BORROWING REQUEST") to the Committed Lenders requesting the same and specifying the requested borrowing date and the account(s) to which the funds constituting such Loans are to be disbursed, and subject to the terms and conditions of this Agreement and relying upon the representations, warranties and covenants of Borrower set forth in this Agreement and the other Financing Documents, at each Closing the Committed Lenders will make loans (the "LOANS") to Borrower; PROVIDED that (i) In Loans will be made at any Closing by the event that Swing Committed Lenders pro rata in accordance with their respective Commitment Amounts, (ii) no Committed Lender is not obligated will be required to make a Swing Loan, then promptly after receipt Loans in an aggregate amount which exceeds such Committed Lender's Commitment Amount (giving effect to any notice of a request for a Borrowing any reduction of the Aggregate Commitment Amount given pursuant to Section 2.3(a2.01(d), Agent shall notify whether or not such reduction has become effective, and the resulting reductions of the Committed Lenders' respective Commitment Amounts), not later than 1:00 p.m. and (Boston timeiii) the aggregate amount of the Loans to be made at any Closing will be an integral multiple of $500,000. The Loans to be made at any Closing will be made simultaneously, in two Tranches, with the Loans made by the Committed Lenders named under the heading "Tranche A Lenders" on the Business Day that is attached EXHIBIT A (the requested Funding Date (or, in "TRANCHE A LENDERS") being "TRANCHE A LOANS" and the case of a European Borrowing, no later than 1:00 p.m. (London time) Loans made by the Committed Lenders named under the heading "Tranche B Lenders" on the Business Day that is 3 Business Days prior to attached EXHIBIT A "TRANCHE B LENDERS" being "TRANCHE B LOANS." Borrower may use the requested Funding Date), by telecopy, telephone, or other similar form of transmission, proceeds of the requested BorrowingLoans for any lawful purpose which is not prohibited by or inconsistent with any provision of any Financing Document. Each Lender shall make the amount All Loans will be made in United States dollars and will be disbursed by wire transfer of such Lender's Pro Rata Share of the requested Borrowing available to Agent in immediately available funds in accordance with the Applicable Currency, to Agent's Applicable Account, not later than 2:00 p.m. (Boston time) on the Funding Date applicable thereto (or, instructions provided by Borrower in the case of related Borrowing Request. If the Borrower requests that Loans be made and does not actually borrow such Loans, or borrows such Loans on a European Borrowingdate other than the borrowing date specified in the Borrowing Request therefor, no later than 12:00 p.m. (London time) on the Funding Date applicable thereto). After Agent's receipt of the proceeds then Borrower will be liable for, and will indemnify and hold harmless each Committed Lender in respect of, all reasonable costs, losses, liabilities and expenses incurred by such Committed Lender by reason of such Advances, Agent shall make the proceeds thereof available failure to Borrower on the applicable Funding Date by transferring immediately available funds in the Applicable Currency equal to borrow or such proceeds received by Agent to the Applicable Designated Account, as designated by Borrower; provided, however, that, subject to the provisions of Section 2.3(d)(ii), Agent shall not request any Lender to make, and no Lender shall have the obligation to make, any Advance if (1) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing unless such condition has been waived, or (2) the requested Borrowing would exceed the Availability on such Funding Datelater borrowing.

Making of Loans. (i) In the event that Swing Lender is not obligated to make a Swing Loan, then promptly after receipt of a request for a Borrowing pursuant to Section 2.3(a)) or the Delayed Draw Term Loan Notice, as applicable, Agent shall notify the Lenders, not later than 1:00 p.m. (Boston California time) on the Business Day that is immediately preceding the requested Funding Date (or, in the case of a European Borrowing, no later than 1:00 p.m. (London time) on the Business Day that is 3 Business Days prior to the requested or Delayed Draw Term Loan Funding Date)Date applicable thereto, by telecopy, telephone, or other similar form of transmission, of the requested BorrowingBorrowing or Delayed Draw Term Loan, as applicable. Each Lender shall make the amount of such Lender's ’s Pro Rata Share of the requested Borrowing or Delayed Draw Term Loan, as applicable, available to Agent in immediately available funds in the Applicable Currencyfunds, to Agent's Applicable ’s Account, not later than 2:00 p.m. 10:00 a.m. (Boston California time) on the Funding Date applicable thereto (or, in the case of a European Borrowing, no later than 12:00 p.m. (London time) on the or Delayed Draw Term Loan Funding Date applicable thereto). After Agent's ’s receipt of the proceeds of such AdvancesAdvances or Delayed Draw Term Loan, Agent shall make the proceeds thereof available to Borrower on the applicable Funding Date or Delayed Draw Term Loan Funding Date by transferring immediately available funds in the Applicable Currency equal to such proceeds received by Agent to the Applicable Designated Account, as designated by Borrower; provided, however, that, subject to the provisions of Section 2.3(d)(ii), Agent shall not request any Lender to make, and no Lender shall have the obligation to make, any Advance or the Delayed Draw Term Loan, as applicable, if (1) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date or Delayed Draw Term Loan Funding Date, as applicable, for the applicable Borrowing or Delayed Draw Term Loan, as applicable, unless such condition has been waived, or (2) the requested Borrowing would exceed the Availability on such Funding Date.