Common use of Disbursement of Funds Clause in Contracts

Disbursement of Funds. (a) No later than 2:00 p.m. (New York City time) on the date specified in each Notice of Borrowing (including Mandatory Borrowings), each Lender made available its pro rata portion, if any, of each Borrowing requested to be made on such date in the manner provided below; provided that on the Original Closing Date, such funds were made available at such earlier time as may be agreed among the Lenders, the Borrower and the Administrative Agent for the purpose of consummating the Transactions; provided further that all Swingline Loans shall be made available to the Borrower in the full amount thereof by the Swingline Lender no later than 4:00 p.m. (New York City time) on the date requested. (b) Each Lender shall make available all amounts it is to fund to the Borrower under any Borrowing for its applicable Commitments, and in immediately available funds to the Administrative Agent at the Administrative Agent’s Office and the Administrative Agent will (except in the case of Mandatory Borrowings and Borrowings to repay Unpaid Drawings) make available to the Borrower, by depositing to an account designated by the Borrower to the Administrative Agent the aggregate of the amounts so made available in the applicable currency. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any such Borrowing that such Lender does not intend to make available to the Administrative Agent its portion of the Borrowing or Borrowings to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing, and the Administrative Agent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower 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 available such amount to the Borrower, the Administrative Agent shall be entitled to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor the Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent in the applicable currency. The Administrative Agent shall also be entitled to recover from such Lender or the Borrower interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if paid by such Lender, the Overnight Rate or (ii) if paid by the Borrower, the then-applicable rate of interest or fees, calculated in accordance with Section 2.8, for the respective Loans. (c) Nothing in this Section 2.4 shall be deemed to relieve any Lender from its obligation to, fulfill its commitments hereunder or to prejudice any rights that the Borrower may have against any Lender as a result of any default by such Lender hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to fulfill its commitments hereunder).

Disbursement of Funds. (a) No later than 2:00 p.m. (New York City time) on the date specified in each Notice of Borrowing (including Mandatory BorrowingsBorrowings but not any Borrowing of Swingline Loans), each Lender made shall make available its pro rata portion, if any, of each Borrowing requested to be made on such date in the manner provided below; provided that on the Original Closing Date, such funds were may be made available at such earlier time as may be agreed among the Lenders, the Borrower Borrower, and the Administrative Agent for the purpose of consummating the Transactions; provided further provided, further, that all Swingline Loans shall be made available to the Borrower in the full amount thereof by the Swingline Lender no later than 4:00 p.m. (New York City time) on the date requested). (b) Each Lender shall make available all amounts it is to fund to the Borrower under any Borrowing for its applicable Commitments, and in immediately available funds funds, to the Administrative Agent at the Administrative Agent’s Office and the Administrative Agent will (except in the case of Mandatory Borrowings and Borrowings to repay Unpaid Drawings) make available to the Borrower, by depositing to an account designated by the Borrower to the Administrative Agent the aggregate of the amounts so made available in the applicable currencyDollars. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any such Borrowing that such Lender does not intend to make available to the Administrative Agent its portion of the Borrowing or Borrowings to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing, and the Administrative Agent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower 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 available such amount to the Borrower, the Administrative Agent shall be entitled to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor the Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent in the applicable currencyDollars. The Administrative Agent shall also be entitled to recover from such Lender or the Borrower interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if paid by such Lender, the Overnight Rate or (ii) if paid by the Borrower, the then-applicable rate of interest or fees, calculated in accordance with Section 2.8, for the respective Loans. (c) Nothing in this Section 2.4 shall be deemed to relieve any Lender from its obligation to, to fulfill its commitments hereunder or to prejudice any rights that the Borrower may have against any Lender as a result of any default by such Lender hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to fulfill its commitments hereunder).

Disbursement of Funds. (a) No later than 2:00 p.m. 12:00 Noon (New York City time) on the date specified in each Notice of Borrowing (including Mandatory Borrowings)Closing Date, each Lender made will make available its pro rata portion, if any, portion of each the Borrowing requested to be made on such date in an amount equal to its Commitment in the manner provided below; provided that on the Original Closing Date, such funds were made available at such earlier time as may be agreed among the Lenders, the Borrower and the Administrative Agent for the purpose of consummating the Transactions; provided further that all Swingline Loans shall be made available to the Borrower in the full amount thereof by the Swingline Lender no later than 4:00 p.m. (New York City time) on the date requested. (b) Each Lender shall make available all amounts it is to fund to under the Borrower under any Borrowing for its applicable Commitments, and on the Closing Date in immediately available funds to the Administrative Agent at an office of the Administrative Agent’s Office Agent from time to time notified by the Administrative Agent to the Lenders (but initially the office set forth for the Administrative Agent in Section 12.2(a)(ii)), and the Administrative Agent will (except in the case of Mandatory Borrowings and Borrowings to repay Unpaid Drawings) make available to the Borrower, Borrower by depositing to an account designated by such funds as specified in the Borrower to the Administrative Agent Notice of Borrowing, the aggregate of the amounts so made available in the applicable currencyavailable. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any such Borrowing Closing Date that such Lender does not intend to make available to the Administrative Agent its portion of the Borrowing or Borrowings to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowingdate, and the Administrative Agent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower 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 available such amount same to the Borrower, the Administrative Agent shall be entitled to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor therefor, the Administrative Agent shall promptly notify the Borrower Borrower, and the Borrower shall immediately pay such corresponding amount to the Administrative Agent in the applicable currencyAgent. The Administrative Agent shall also be entitled to recover from such Lender or the Borrower Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if paid by such Lender, at the Overnight Federal Funds Effective Rate or (ii) if paid by the Borrower, the then-applicable rate of interest or feesinterest, calculated in accordance with Section 2.8, for the respective Loans. (c) Nothing in this Section 2.4 shall be deemed to relieve any Lender from its obligation to, to fulfill its commitments hereunder or to prejudice any rights that the Borrower may have against any Lender as a result of any default by such Lender hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to fulfill its commitments hereunder).

Disbursement of Funds. (a) No later than 2:00 p.m. 1:00 P.M. (New York City time) on the date specified in each Notice of Borrowing (including Mandatory Borrowings)Borrowing, each Lender made with a Commitment of the relevant Tranche will make available its pro rata portion, if any, portion (determined in accordance with Section 2.07) of each such Borrowing requested to be made on such date in the manner provided below; provided that on the Original Closing Date, date. All such funds were made available at such earlier time as may be agreed among the Lenders, the Borrower and the Administrative Agent for the purpose of consummating the Transactions; provided further that all Swingline Loans shall amounts will be made available to the Borrower in the full amount thereof by the Swingline Lender no later than 4:00 p.m. (New York City time) on the date requested. (b) Each Lender shall make available all amounts it is to fund to the Borrower under any Borrowing for its applicable Commitments, U.S. Dollars and in immediately available funds to the Administrative Agent at the Administrative Agent’s Office Payment Office, and the Administrative Agent will (except in the case of Mandatory Borrowings and Borrowings to repay Unpaid Drawings) make available to the Borrower, by depositing to an account designated by Borrowers at the Borrower to the Administrative Agent Payment Office the aggregate of the amounts so made available in by the applicable currencyLenders. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any such Borrowing that such Lender does not intend to make available to the Administrative Agent its such Lender’s portion of the any Borrowing or Borrowings to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing, Borrowing and the Administrative AgentAgent may (but shall not be obligated to), in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower Borrowers 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 available such amount to the BorrowerLender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor therefor, the Administrative Agent shall promptly notify the Lead Borrower and the Borrower Borrowers shall immediately pay such corresponding amount to the Administrative Agent in the applicable currencyAgent. The Administrative Agent also shall also be entitled to recover on demand from such Lender or the Borrower Borrowers interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to Borrowers until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if paid by recovered from such Lender, the Overnight greater of the Federal Funds Rate or and a rate determined by the Administrative Agent in accordance with banking rules on interbank compensation and (ii) if paid by recovered from the BorrowerBorrowers, the then-applicable rate of interest or feesapplicable to the relevant Borrowing, calculated in accordance with as determined pursuant to Section 2.8, for the respective Loans. (c) 2.08. Nothing in this Section 2.4 2.04 shall be deemed to relieve any Lender from its obligation to, fulfill its commitments to make Term Loans hereunder or to prejudice any rights that which the Borrower Borrowers may have against any Lender as a result of any default failure by such Lender hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to fulfill its commitments make Term Loans hereunder).

Disbursement of Funds. (a) No later than 2:00 3:00 p.m. (New York City time) on the date specified in each Notice of Borrowing (including Mandatory Borrowings)Borrowing, each Lender made will make available its pro rata portion, if any, of each Borrowing requested to be made on such date in the manner provided below; provided that on the Original Closing Date, such funds were made available at such earlier time as may be agreed among the Lenders, the Borrower and the Administrative Agent for the purpose of consummating the Transactions; provided further that all Swingline Loans shall be made available to the Borrower in the full amount thereof by the Swingline Lender no later than 4:00 p.m. (New York City time) on the date requested. (b) Each Lender shall make available all amounts it is to fund to the Borrower under any Borrowing for its applicable Commitments, and in immediately available funds to the Administrative Agent at the Administrative Agent’s Office and the Administrative Agent will (except in the case of Mandatory Borrowings and Borrowings to repay Unpaid Drawings) make available to the Borrower, by depositing to an the Borrower’s account (as designated by the Borrower it in a written notice to the Administrative Agent from time to time) the aggregate of the amounts so made available in the applicable currencyDollars. Unless the Administrative Agent shall have been notified by any Lender prior to the proposed date of any such Borrowing that such Lender does not intend to make available to the Administrative Agent its portion of the Borrowing or Borrowings to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing, and the Administrative Agent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender Lender, and the Administrative Agent has made available such amount same to the Borrower, then the Administrative Agent shall be entitled to recover such corresponding amount from such Lender. If such applicable Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor the Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately severally agree to pay such corresponding amount to the Administrative Agent in the applicable currency. The Administrative Agent shall also be entitled to recover from such Lender or the Borrower interest forthwith on demand such corresponding amount in respect of with interest thereon, for each day from and including the date such corresponding amount was is made available by the Administrative Agent to the Borrower to but excluding the date such corresponding amount is recovered by of payment to the Administrative Agent, at a rate per annum equal to (i) if paid in the case of a payment to be made by such Lender, the Overnight greater of the Federal Funds Effective Rate or and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, and (ii) if paid in the case of a payment to be made by the Borrower, the then-interest rate applicable rate of interest or feesto such Loans, calculated in accordance with Section 2.8, . If the Borrower and such Lender shall pay such interest to the Administrative Agent for the respective Loanssame or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. (c) Nothing in this Section 2.4 shall be deemed to relieve any Lender from its obligation to, to fulfill its commitments hereunder or to prejudice any rights that the Borrower may have against any Lender as a result of any default by such Lender hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to fulfill its commitments hereunder).

Disbursement of Funds. (a) No later than 2:00 p.m. (New York City time) on the date specified in each Notice of Borrowing (including Mandatory Borrowings), each Lender made shall make available its pro rata portion, if any, of each Borrowing requested to be made on such date in the manner provided below; provided that on the Original Closing Date, such funds were may be made available at such earlier time as may be agreed among the Lenders, the Borrower Holdings, and the Administrative Agent for the purpose of consummating the Transactions; provided further provided, further, that all Swingline Loans shall be made available to the Borrower in the full amount thereof by the Swingline Lender no later than 4:00 p.m. (New York City time) on the date requested). (b) Each Lender shall make available all amounts it is to fund to the Borrower under any Borrowing for its applicable Commitments, and in immediately available funds funds, to the Administrative Agent at the Administrative Agent’s Office and the Administrative Agent will (except in the case of Mandatory Borrowings and Borrowings to repay Unpaid Drawings) make available to the Borrower, by depositing to an account designated by Holdings or the Borrower to the Administrative Agent the aggregate of the amounts so made available in the applicable currencyDollars. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any such Borrowing that such Lender does not intend to make available to the Administrative Agent its portion of the Borrowing or Borrowings to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing, and the Administrative Agent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower 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 available such amount to the Borrower, the Administrative Agent shall be entitled to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor the Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent in the applicable currencyDollars. The Administrative Agent shall also be entitled to recover from such Lender or the Borrower interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if paid by such Lender, the Overnight Rate or (ii) if paid by the Borrower, the then-applicable rate of interest or fees, calculated in accordance with Section 2.8, for the respective Loans. (c) Nothing in this Section 2.4 shall be deemed to relieve any Lender from its obligation to, fulfill its commitments hereunder or to prejudice any rights that the Borrower may have against any Lender as a result of any default by such Lender hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to fulfill its commitments hereunder).

Disbursement of Funds. (a) No later than 2:00 1:00 p.m. (New York City time) on the date specified in each Notice of Borrowing (including Mandatory Borrowings), each Lender made will make available its pro rata portion, if any, portion of each Borrowing requested to be made on such date in the manner provided below; provided that on the Original Closing Date, such funds were shall be made available at by 10:00 a.m. (New York City time) or such earlier time as may be agreed among the Lenders, the Borrower and the Administrative Agent for the purpose of consummating the Transactions; provided further that all Swingline Loans shall be made available to the Borrower in the full amount thereof by the Swingline Lender no later than 4:00 3:30 p.m. (New York City time) on the date requested. (b) Each Lender shall make available all amounts it is to fund to the Borrower under any Borrowing for its applicable Commitments, and in immediately available funds to the Administrative Agent at the Administrative Agent’s Office in Dollars, and the Administrative Agent will (except in the case of Mandatory Borrowings and Borrowings to repay Unpaid Drawings) make available to the Borrower, by depositing or wiring to an account as designated by the Borrower in the Borrowing Notice to the Administrative Agent the aggregate of the amounts so made available in the applicable currencyDollars. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any such Borrowing that such Lender does not intend to make available to the Administrative Agent its portion of the Borrowing or Borrowings to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing, and the Administrative Agent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower 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 available such amount to the Borrower, the Administrative Agent shall be entitled to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor the Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent in the applicable currencyDollars. The Administrative Agent shall also be entitled to recover from such Lender or the Borrower Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if paid by such Lender, the Overnight Rate or (ii) if paid by the Borrower, the then-applicable rate of interest or fees, calculated in accordance with Section 2.8, for the respective Loans. (c) Nothing in this Section 2.4 shall be deemed to relieve any Lender from its obligation to, to fulfill its commitments hereunder or to prejudice any rights that the Borrower may have against any Lender as a result of any default by such Lender hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to fulfill its commitments hereunder).

Disbursement of Funds. (a) No later than 2:00 1:00 p.m. (New York City time) on the date specified in each Notice of Borrowing (including Mandatory Borrowings), each Lender made will make available its pro rata portion, if any, portion of each Borrowing requested to be made on such date in the manner provided below; provided that on the Original Closing Date, such funds were shall be made available at by 10:00 a.m. (New York City time) or such earlier time as may be agreed among the Lenders, the Borrower and the Administrative Agent for the purpose of consummating the Transactions; provided further provided, further, that all Swingline Loans shall be made available to the Borrower in the full amount thereof by the Swingline Lender no later than 4:00 3:30 p.m. (New York City time) on the date requested. (b) Each Lender shall make available all amounts it is to fund to the Borrower under any Borrowing for its applicable Commitments, and in immediately available funds to the Administrative Agent at the Administrative Agent’s Office in Dollars, and the Administrative Agent will (except in the case of Mandatory Borrowings and Borrowings to repay Unpaid Drawings) make available to the Borrower, by depositing or wiring to an account as designated by the Borrower in the Borrowing Notice to the Administrative Agent the aggregate of the amounts so made available in the applicable currencyDollars. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any such Borrowing (or, with respect to an ABR Loan, the date of such Borrowing prior to 1:00 p.m. (New York City time)) that such Lender does not intend to make available to the Administrative Agent its portion of the Borrowing or Borrowings to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing, and the Administrative Agent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower 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 available such amount to the Borrower, the Administrative Agent shall be entitled to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor the Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent in the applicable currencyDollars. The Administrative Agent shall also be entitled to recover from such Lender or the Borrower Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if paid by such Lender, the Overnight Rate or (ii) if paid by the Borrower, the then-applicable rate of interest or fees, calculated in accordance with Section 2.8, for the respective Loans. (c) Nothing in this Section 2.4 shall be deemed to relieve any Lender from its obligation to, to fulfill its commitments hereunder or to prejudice any rights that the Borrower may have against any Lender as a result of any default by such Lender hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to fulfill its commitments hereunder).

Disbursement of Funds. (a) No later than 2:00 p.m. 1:00 P.M. (New York City time) on the date specified in each Notice of Borrowing (including Mandatory Borrowings)Borrowing, each Lender made with a Commitment of the relevant Tranche will make available its pro rata portion, if any, portion (determined in accordance with Section 2.07) of each such Borrowing requested to be made on such date in the manner provided below; provided that on the Original Closing Date, date. All such funds were made available at such earlier time as may be agreed among the Lenders, the Borrower and the Administrative Agent for the purpose of consummating the Transactions; provided further that all Swingline Loans shall amounts will be made available to the Borrower in the full amount thereof by the Swingline Lender no later than 4:00 p.m. (New York City time) on the date requested. (b) Each Lender shall make available all amounts it is to fund to the Borrower under any Borrowing for its applicable Commitments, U.S. Dollars and in immediately available funds to the Administrative Agent at the Administrative Agent’s Office Payment Office, and the Administrative Agent will (except in the case of Mandatory Borrowings and Borrowings to repay Unpaid Drawings) make available to the Borrower, by depositing to an account designated by Borrower at the Borrower to the Administrative Agent Payment Office the aggregate of the amounts so made available in by the applicable currencyLenders. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any such Borrowing that such Lender does not intend to make available to the Administrative Agent its such Lender’s portion of the any Borrowing or Borrowings to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing, Borrowing and the Administrative AgentAgent may (but shall not be obligated to), in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower 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 available such amount to the BorrowerLender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor therefor, the Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent in the applicable currencyAgent. The Administrative Agent also shall also be entitled to recover on demand from such Lender or the Borrower interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if paid by recovered from such Lender, the Overnight greater of the Federal Funds Rate or and a rate determined by the Administrative Agent in accordance with banking rules on interbank compensation and (ii) if paid by recovered from the Borrower, the then-applicable rate of interest or feesapplicable to the relevant Borrowing, calculated in accordance with as determined pursuant to Section 2.8, for the respective Loans. (c) 2.08. Nothing in this Section 2.4 2.04 shall be deemed to relieve any Lender from its obligation to, fulfill its commitments to make Term Loans hereunder or to prejudice any rights that which the Borrower may have against any Lender as a result of any default failure by such Lender hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to fulfill its commitments make Term Loans hereunder).

Disbursement of Funds. (a) No later than 2:00 p.m. 12:00 Noon (New York City time) on the date specified in each Notice of Borrowing (including Mandatory Borrowings)Borrowing, each Lender made will make available its pro rata portion, if any, of each Borrowing requested to be made on such date in the manner provided below; provided that on the Original Closing Date, such funds were made available at such earlier time as may be agreed among the Lenders, the Borrower and the Administrative Agent for the purpose of consummating the Transactions; provided further that all Swingline Loans shall be made available to the Borrower in the full amount thereof by the Swingline Lender no later than 4:00 p.m. (New York City time) on the date requested. (b) Each Lender shall make available all amounts it is to fund to the Borrower under any Borrowing for its applicable Commitments, and in immediately available funds to the Administrative Agent at the Administrative Agent’s Office and the Administrative Agent will (except in the case of Mandatory Borrowings and Borrowings to repay Unpaid Drawings) make available to the Borrower, by depositing to an account designated by the Borrower to the Administrative Agent the aggregate of promptly crediting the amounts so made available received, in like funds, to the account of the Borrower designated in the applicable currencyNotice of Borrowing. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any such Borrowing that such Lender does not intend to make available to the Administrative Agent its portion of the Borrowing or Borrowings to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing, and the Administrative Agent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) shall make available to the Borrower 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 available such amount same to the Borrower, the Administrative Agent shall be entitled to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor the Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent in the applicable currencyAgent. The Administrative Agent shall also be entitled to recover from such Lender or the Borrower interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if paid by such Lender, the Overnight Federal Funds Effective Rate or (ii) if paid by the Borrower, the then-applicable rate of interest or fees, calculated in accordance with Section 2.8, for the respective Loans. (c) Nothing in this Section 2.4 shall be deemed to relieve any Lender from its obligation to, to fulfill its commitments hereunder or to prejudice any rights that the Borrower may have against any Lender as a result of any default by such Lender hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to fulfill its commitments hereunder).

Disbursement of Funds. (a) No later than 2:00 p.m. 12:00 noon (New York City time) on the date specified in each Notice of Borrowing (including Mandatory Borrowingsor, with respect to any Notice of Borrowing of ABR Loans received on the proposed day of such Borrowing, 3:00 p.m. (New York time) on the date specified in such Notice of Borrowing), each Lender made will make available its pro rata portion, if any, of each Borrowing requested to be made on such date in the manner provided below; provided that on the Original Closing Date, such funds were made available at such earlier time as may be agreed among the Lenders, the Borrower and the Administrative Agent for the purpose of consummating the Transactions; provided further that all Swingline Loans shall be made available to the Borrower in the full amount thereof by the Swingline Lender no later than 4:00 p.m. (New York City time) on the date requested. (b) Each Lender shall make available all amounts it is to fund to the Borrower under any Borrowing for its applicable Commitments, and in immediately available funds to the Administrative Agent at an office of the Administrative Agent’s Office Agent from time to time notified by the Administrative Agent to the Lenders (but initially the office set forth for the Administrative Agent in Section 12.2(a)(ii)), and the Administrative Agent will (except in the case of Mandatory Borrowings and Borrowings to repay Unpaid Drawings) make available to the Borrower, Borrower by depositing to an account designated by such funds as specified in the Borrower to the Administrative Agent applicable Notice of Borrowing, the aggregate of the amounts so made available in the applicable currencyavailable. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any such Borrowing that such Lender does not intend to make available to the Administrative Agent its portion of the Borrowing or Borrowings to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing, and the Administrative Agent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower 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 available such amount same to the Borrower, the Administrative Agent shall be entitled to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor therefor, the Administrative Agent shall promptly notify the Borrower Borrower, and the Borrower shall immediately pay such corresponding amount to the Administrative Agent in the applicable currencyAgent. The Administrative Agent shall also be entitled to recover from such Lender or the Borrower Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if paid by such Lender, at the Overnight Federal Funds Effective Rate or (ii) if paid by the Borrower, the then-applicable rate of interest or feesinterest, calculated in accordance with Section 2.8, for the respective Revolving Credit Loans. (c) Nothing in this Section 2.4 shall be deemed to relieve any Lender from its obligation to, to fulfill its commitments hereunder or to prejudice any rights that the Borrower may have against any Lender as a result of any default by such Lender hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to fulfill its commitments hereunder).

Disbursement of Funds. (a) No later than 2:00 p.m. 1:00 P.M. (New York City time) on the date specified in each Notice of Borrowing (including Mandatory Borrowings)Borrowing, each Lender made with a Commitment of the relevant Tranche will make available its pro rata portion, if any, portion (determined in accordance with Section 2.07) of each such Borrowing requested to be made on such date in the manner provided below; provided that on the Original Closing Date, date. All such funds were made available at such earlier time as may be agreed among the Lenders, the Borrower and the Administrative Agent for the purpose of consummating the Transactions; provided further that all Swingline Loans shall amounts will be made available to the Borrower in the full amount thereof by the Swingline Lender no later than 4:00 p.m. (New York City time) on the date requested. (b) Each Lender shall make available all amounts it is to fund to the Borrower under any Borrowing for its applicable Commitments, U.S. Dollars and in immediately available funds to the Administrative Agent at the Administrative Agent’s Office Payment Office, and the Administrative Agent will (except in the case of Mandatory Borrowings and Borrowings to repay Unpaid Drawings) make available to the Borrower, by depositing to an account designated by Borrower at the Borrower to the Administrative Agent Payment Office the aggregate of the amounts so made available in by the applicable currencyLenders. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any such Borrowing that such Lender does not intend to make available to the Administrative Agent its such Lender’s portion of the any Borrowing or Borrowings to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing, Borrowing and the Administrative AgentAgent may (but shall not be obligated to), in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower 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 available such amount to the BorrowerLender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor therefor, the Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent in the applicable currencyAgent. The Administrative Agent also shall also be entitled to recover on demand from such Lender or the Borrower interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if paid by recovered from such Lender, the Overnight overnight Federal Funds Rate or for the first three days and at the interest rate otherwise applicable to such Term Loans for each day thereafter and (ii) if paid by recovered from the Borrower, the then-applicable rate of interest or feesapplicable to the relevant Borrowing, calculated in accordance with as determined pursuant to Section 2.8, for the respective Loans. (c) 2.08. Nothing in this Section 2.4 2.04 shall be deemed to relieve any Lender from its obligation to, fulfill its commitments to make Term Loans hereunder or to prejudice any rights that which the Borrower may have against any Lender as a result of any default failure by such Lender hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to fulfill its commitments make Term Loans hereunder).

Disbursement of Funds. (a) No Except as otherwise specifically provided in the immediately succeeding sentence, no later than 2:00 p.m. 12:00 Noon (New York City time) on the date specified in each Notice of Borrowing (including Mandatory Borrowings)Borrowing, each Lender made with a Commitment will make available its pro rata portion, if any, portion of each such Borrowing requested to be made on each Borrowing Date. All such date in the manner provided below; provided that on the Original Closing Date, such funds were made available at such earlier time as may be agreed among the Lenders, the Borrower and the Administrative Agent for the purpose of consummating the Transactions; provided further that all Swingline Loans amounts shall be made available to the Borrower in the full amount thereof by the Swingline Lender no later than 4:00 p.m. (New York City time) on the date requested. (b) Each Lender shall make available all amounts it is to fund to the Borrower under any Borrowing for its applicable Commitments, Dollars and in immediately available funds to at the Payment Office of the Administrative Agent at the Administrative Agent’s Office and the Administrative Agent will (except in the case of Mandatory Borrowings and Borrowings to repay Unpaid Drawings) make available to the Borrower, Borrower (on such day to the extent of funds actually received by depositing to an account designated by the Borrower to the Administrative Agent prior to 12:00 Noon (New York time) on such day) at the Payment Office, in the account specified in the applicable Notice of Borrowing, the aggregate of the amounts so made available in by the applicable currencyLenders. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any such each Borrowing Date that such Lender does not intend to make available to the Administrative Agent its such Lender’s portion of the Borrowing or Borrowings to be made on such dateany Borrowing, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing, each Borrowing Date and the Administrative AgentAgent may, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower 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 available such amount to the BorrowerLender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor therefor, the Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent in the applicable currencyAgent. The Administrative Agent shall also be entitled to recover on demand from such Lender or the Borrower Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if paid by recovered from such Lender, the Overnight overnight Federal Funds Rate or and (ii) if paid by recovered from the Borrower, the then-applicable rate of interest or fees, calculated in accordance with Section 2.8, for applicable to the respective LoansBorrowing, as determined pursuant to Section 2.07. (c) Nothing in this Section 2.4 shall be deemed to relieve any Lender from its obligation to, fulfill its commitments hereunder or to prejudice any rights that the Borrower may have against any Lender as a result of any default by such Lender hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to fulfill its commitments hereunder).

Disbursement of Funds. (a) No later than 2:00 p.m. 12:00 Noon (New York City time) on the date specified in each Notice of Borrowing (including Mandatory Borrowings), each Lender made will make available its pro rata portion, if any, of each Borrowing requested to be made on such date in the manner provided below; provided that on the Original Closing Date, such funds were made available at such earlier time as may be agreed among the Lenders, the Borrower and the Administrative Agent for the purpose of consummating the Transactions; provided further that all Swingline Loans shall be made available to the Borrower in the full amount thereof by the Swingline Lender no later than 4:00 3:00 p.m. (New York City time) on the date requested. (b) Each Lender shall make available all amounts it is to fund to the Borrower under any Borrowing for its applicable Commitments, and in immediately available funds to the Administrative Agent at the Administrative Agent’s Office and the Administrative Agent will (except in the case of Mandatory Borrowings and Borrowings to repay Unpaid Drawings) make available to the Borrower, by depositing to an the Borrower’s account designated by the Borrower to at the Administrative Agent Agent’s Office the aggregate of the amounts so made available in the applicable currencyDollars. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any such Borrowing that such Lender does not intend to make available to the Administrative Agent its portion of the Borrowing or Borrowings to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing, and the Administrative Agent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower 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 available such amount same to the Borrower, the Administrative Agent shall be entitled to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor the Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent in the applicable currencyAgent. The Administrative Agent shall also be entitled to recover from such Lender or the Borrower interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if paid by such Lender, the Overnight Federal Funds Effective Rate or (ii) if paid by the Borrower, the then-applicable rate of interest or fees, calculated in accordance with Section 2.8, for the respective Loans. (c) Nothing in this Section 2.4 shall be deemed to relieve any Lender from its obligation to, to fulfill its commitments hereunder or to prejudice any rights that the Borrower may have against any Lender as a result of any default by such Lender hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to fulfill its commitments hereunder).

Disbursement of Funds. (a) No later than 2:00 p.m. (New York City time) on the date specified in each Notice of Borrowing (including Mandatory Borrowings), each Lender made shall make available its pro rata portion, if any, of each Borrowing requested to be made on such date in the manner provided below; provided that on the Original Closing Date, such funds were may be made available at such earlier time as may be agreed among the Lenders, the Borrower Holdings, and the Administrative Agent for the purpose of consummating the Transactions; provided further provided, further, that all Swingline Loans shall be made available to the Borrower Borrowers in the full amount thereof by the Swingline Lender no later than 4:00 p.m. (New York City time) on the date requested. (b) Each Lender shall make available all amounts it is to fund to the Borrower Borrowers under any Borrowing for its applicable Commitments, and in immediately available funds funds, to the Administrative Agent at the Administrative Agent’s Office and the Administrative Agent will (except in the case of Mandatory Borrowings and Borrowings to repay Unpaid Drawings) make available to the BorrowerBorrowers, by depositing to an account designated by Holdings or the Borrower Borrowers to the Administrative Agent the aggregate of the amounts so made available in the applicable currencyDollars. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any such Borrowing that such Lender does not intend to make available to the Administrative Agent its portion of the Borrowing or Borrowings to be made on such date, the Administrative Agent may assume that such Lender Xxxxxx has made such amount available to the Administrative Agent on such date of Borrowing, and the Administrative Agent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower Borrowers 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 available such amount to the BorrowerBorrowers, the Administrative Agent shall be entitled to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor the Administrative Agent shall promptly notify the Borrower Borrowers and the Borrower Borrowers shall immediately pay such corresponding amount to the Administrative Agent in the applicable currencyDollars. The Administrative Agent shall also be entitled to recover from such Lender or the Borrower Borrowers interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower Borrowers to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if paid by such Lender, the Overnight Rate or (ii) if paid by the BorrowerBorrowers, the then-applicable rate of interest or fees, calculated in accordance with Section 2.8, for the respective Loans. (c) Nothing in this Section 2.4 shall be deemed to relieve any Lender from its obligation to, fulfill its commitments hereunder or to prejudice any rights that the Borrower Borrowers may have against any Lender as a result of any default by such Lender hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to fulfill its commitments hereunder).

Disbursement of Funds. (a) No later than 2:00 p.m. 12:00 Noon (New York City time) on the date specified in each Notice of Borrowing (including Mandatory Borrowings)Borrowing, each Lender made will make available its pro rata portion, if any, of each Borrowing requested to be made on such date in the manner provided below; provided that on the Original Closing Date, such funds were made available at such earlier time as may be agreed among the Lenders, the Borrower and the Administrative Agent for the purpose of consummating the Transactions; provided further that all Swingline Loans shall be made available to the Borrower as provided in the full amount thereof by the Swingline Lender no later than 4:00 p.m. (New York City time) on the date requestedSection 2.16. (b) Each Lender shall make available all amounts it is to fund to the Borrower under any Borrowing for its applicable Commitments, and in immediately available funds to the Administrative Agent at an office of the Administrative Agent’s Office Agent from time to time notified by the Administrative Agent to the Lenders (but initially the office set forth for the Administrative Agent in Section 12.2(a)(ii)), and the Administrative Agent will (except in the case of Mandatory Borrowings and Borrowings to repay Unpaid Drawings) make available to the Borrower, Borrower by depositing to an account designated by such funds as specified in the Borrower to the Administrative Agent applicable Notice of Borrowing, the aggregate of the amounts so made available in the applicable currencyavailable. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any such Borrowing that such Lender does not intend to make available to the Administrative Agent its portion of the Borrowing or Borrowings to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing, and the Administrative Agent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower 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 available such amount same to the Borrower, the Administrative Agent shall be entitled to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor therefor, the Administrative Agent shall promptly notify the Borrower Borrower, and the Borrower shall immediately pay such corresponding amount to the Administrative Agent in the applicable currencyAgent. The Administrative Agent shall also be entitled to recover from such Lender or the Borrower Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if paid by such Lender, at the Overnight Federal Funds Effective Rate or (ii) if paid by the Borrower, the then-applicable rate of interest or feesinterest, calculated in accordance with Section 2.8, for the respective Revolving Credit Loans. (c) Nothing in this Section 2.4 shall be deemed to relieve any Lender from its obligation to, to fulfill its commitments hereunder or to prejudice any rights that the Borrower may have against any Lender as a result of any default by such Lender hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to fulfill its commitments hereunder).

Disbursement of Funds. (a) No later than 2:00 p.m. 12:00 Noon (New York City time) on the date specified in each Notice of Borrowing (including Mandatory Borrowings), each Lender made will make available its pro rata portion, if any, of each Borrowing requested to be made on such date in the manner provided below; , provided that on the Original Closing Date, such funds were made available at such earlier time as may be agreed among the Lenders, the Borrower and the Administrative Agent for the purpose of consummating the Transactions; provided further that all Swingline Loans shall be made available to the Borrower in the full amount thereof by the Swingline Lender Chase no later than 4:00 p.m. 2:00 P.M. (New York City time) on the date requested. (b) Each Lender shall make available all amounts it is to fund to the Borrower under any Borrowing for its applicable Commitments, in Dollars and in immediately available funds to the Administrative Agent at the Administrative Agent’s 's Office and the Administrative Agent will (except in the case of Mandatory Borrowings and Borrowings to repay Unpaid Drawings) make available to the Borrower, Borrower by depositing to an the Borrower's account designated by the Borrower to at the Administrative Agent Agent's Office the aggregate of the amounts so made available in Dollars and the applicable currencytype of funds received. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any such Borrowing that such Lender does not intend to make available to the Administrative Agent its portion of the Borrowing or Borrowings to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing, and the Administrative Agent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower 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 available such amount same to the Borrower, the Administrative Agent shall be entitled to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s 's demand therefor therefor, the Administrative Agent shall promptly notify the Borrower Borrower, and the Borrower shall immediately pay such corresponding amount to the Administrative Agent in the applicable currencyAgent. The Administrative Agent shall also be entitled to recover from such Lender or the Borrower Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if paid by such Lender, the Overnight Federal Funds Effective Rate or (ii) if paid by the Borrower, the then-applicable rate of interest or feesinterest, calculated in accordance with Section 2.8, for the respective Loans. (c) Nothing in this Section 2.4 shall be deemed to relieve any Lender from its obligation to, to fulfill its commitments hereunder or to prejudice any rights that the Borrower may have against any Lender as a result of any default by such Lender hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to fulfill its commitments hereunder).

Disbursement of Funds. (a) No later than 2:00 p.m. (New York City time) (and, with respect to Borrowings in a currency other than Dollars, no later than local time in the place of settlement for such Alternative Currency as may be determined by the applicable Administrative Agent (New York City time)) on the date specified in each Notice of Borrowing (including Mandatory Borrowings), each Lender made shall make available its pro rata portion, if any, of each Borrowing requested to be made on such date in the manner provided below; provided that on the Original Closing Date, such funds were may be made available at such earlier time as may be agreed among the Lenders, the Borrower Borrower, and the applicable Administrative Agent for the purpose of consummating the Transactions; provided further provided, further, that all Swingline Loans shall be made available to the Borrower in the full amount thereof by the Swingline Lender no later than 4:00 p.m. (New York City time) on the date requested). (b) Each Lender shall make available all amounts it is to fund to the Borrower under any Borrowing for its applicable Commitments, and in immediately available funds funds, to the applicable Administrative Agent at the applicable Administrative Agent’s Office and the applicable Administrative Agent will (except in the case of Mandatory Borrowings and Borrowings to repay Unpaid Drawings) make available to the Borrower, by depositing to an account designated by the Borrower to the applicable Administrative Agent the aggregate of the amounts so made available in the applicable currency. Unless the applicable Administrative Agent shall have been notified by any Lender prior to the date of any such Borrowing that such Lender does not intend to make available to the such Administrative Agent its portion of the Borrowing or Borrowings to be made on such date, the such Administrative Agent may assume that such Lender has made such amount available to the such Administrative Agent on such date of Borrowing, and the applicable Administrative Agent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the applicable Administrative Agent by such Lender and the such Administrative Agent has made available such amount to the Borrower, the such Administrative Agent shall be entitled to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the applicable Administrative Agent’s demand therefor the such Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the such Administrative Agent in the applicable currency. The applicable Administrative Agent shall also be entitled to recover from such Lender or the Borrower interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the such Administrative Agent to the Borrower to the date such corresponding amount is recovered by the such Administrative Agent, at a rate per annum equal to (i) if paid by such Lender, the Overnight Rate or (ii) if paid by the Borrower, the then-applicable rate of interest or fees, calculated in accordance with Section 2.8, for the respective Loans. (c) Nothing in this Section 2.4 shall be deemed to relieve any Lender from its obligation to, to fulfill its commitments hereunder or to prejudice any rights that the Borrower may have against any Lender as a result of any default by such Lender hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to fulfill its commitments hereunder).

Disbursement of Funds. (a) No later than 2:00 p.m. 12:00 noon (New York City time) on the date specified in each Notice of Borrowing (including Mandatory Borrowingsor, with respect to any Notice of Borrowing of Revolving Credit Loans that are ABR Loans or Swingline Loans received on the proposed day of such Borrowing, 3:00 p.m. (New York time) on the date specified in such Notice of Borrowing), (i) each Lender made will make available its pro rata portion, if any, of each Borrowing of Revolving Credit Loans requested to be made on such date in the manner provided below; provided that on below and (ii) the Original Closing Date, such funds were made Swingline Lender will make available at such earlier time as may be agreed among the Lenders, the Borrower and to the Administrative Agent for the purpose of consummating the Transactions; provided further that all Swingline Loans shall to be made available to the Borrower on such borrowing date in the full amount thereof by the Swingline Lender no later than 4:00 p.m. (New York City time) on the date requestedmanner provided below. (b) Each Lender or Swingline Lender, as applicable, shall make available all amounts it is to fund to the Borrower under any Borrowing for its applicable Commitments, and in immediately available funds to the Administrative Agent at an office of the Administrative Agent’s Office Agent from time to time notified by the Administrative Agent to the Lenders (but initially the office set forth for the Administrative Agent in Section 12.2(a)(ii)), and the Administrative Agent will (except in the case of Mandatory Borrowings and Borrowings to repay Unpaid Drawings) make available to the Borrower, Borrower by depositing to an account designated by such funds as specified in the Borrower to the Administrative Agent applicable Notice of Borrowing, the aggregate of the amounts so made available in the applicable currencyavailable. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any such Borrowing that such Lender does not intend to make available to the Administrative Agent its portion of the Borrowing or Borrowings to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing, and the Administrative Agent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower 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 available such amount same to the Borrower, the Administrative Agent shall be entitled to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor therefor, the Administrative Agent shall promptly notify the Borrower Borrower, and the Borrower shall immediately pay such corresponding amount to the Administrative Agent in the applicable currencyAgent. The Administrative Agent shall also be entitled to recover from such Lender or the Borrower Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if paid by such Lender, at the Overnight Federal Funds Effective Rate or (ii) if paid by the Borrower, the then-applicable rate of interest or feesinterest, calculated in accordance with Section 2.8, for the respective Revolving Credit Loans or Swingline Loans, as applicable. (c) Nothing in this Section 2.4 shall be deemed to relieve any Lender from its obligation to, to fulfill its commitments hereunder or to prejudice any rights that the Borrower may have against any Lender as a result of any default by such Lender hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to fulfill its commitments hereunder).

Disbursement of Funds. (a) No later than 2:00 1:00 p.m. (New York City time) on the date specified in each Notice of Borrowing (including Mandatory Borrowings), each Lender made will make available its pro rata portion, if any, portion of each Borrowing requested to be made on such date in the manner provided below; provided that on the Original Closing Funding Date, such funds were shall be made available at by 10:00 a.m. (New York City time) or such earlier time as may be agreed among the Lenders, the Borrower and the Administrative Agent for the purpose of consummating the Transactions; provided further that all Swingline Loans shall be made available to the Borrower in the full amount thereof by the Swingline Lender Lenders no later than 4:00 3:30 p.m. (New York City time) on the date requested. (b) Each Lender shall make available all amounts it is to fund to the Borrower under any Borrowing for its applicable Commitments, and in immediately available funds to the Administrative Agent at the Administrative Agent’s Office in Dollars, and the Administrative Agent will (except in the case of Mandatory Borrowings and Borrowings to repay Unpaid Drawings) make available to the Borrower, by depositing or wiring to an account as designated by the Borrower in the Notice of Borrowing to the Administrative Agent the aggregate of the amounts so made available in the applicable currencyDollars. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any such Borrowing that such Lender does not intend to make available to the Administrative Agent its portion of the Borrowing or Borrowings to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing, and the Administrative Agent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower 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 available such amount to the Borrower, the Administrative Agent shall be entitled to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor the Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent in the applicable currencyDollars. The Administrative Agent shall also be entitled to recover from such Lender or the Borrower Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if paid by such Lender, the Overnight Rate or (ii) if paid by the Borrower, the then-applicable rate of interest or fees, calculated in accordance with Section 2.8, for the respective Loans. (c) Nothing in this Section 2.4 shall be deemed to relieve any Lender from its obligation to, to fulfill its commitments hereunder or to prejudice any rights that the Borrower may have against any Lender as a result of any default by such Lender hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to fulfill its commitments hereunder).

Disbursement of Funds. (a) No later than 2:00 p.m. All monies collected by Premier from the Orthodontic Entity's accounts receivable pursuant to Section 1.10 above shall be deposited into an account (New York City timethe "Orthodontic Entity Account") on with a bank whose deposits are insured with the date specified in Federal Deposit Insurance Corporation. The Orthodontic Entity Account shall contain the name of the Orthodontic Entity, but Premier shall make all disbursements therefrom. Premier shall account for all monies so disbursed from the Orthodontic Entity Account. From the funds collected and deposited each Notice of Borrowing (including Mandatory Borrowings), each Lender made available its pro rata portion, if any, of each Borrowing requested to be made on such date month by Premier in the manner provided belowOrthodontic Entity Account, Premier shall make the following disbursements, among others, promptly when payable. (i) Compensation payable to all employees of the Orthodontic Entity, and all taxes and assessments payable to local, state and Federal governments in connection with the employment of such personnel; provided that on and (ii) All other sums otherwise due and payable by the Original Closing DateOrthodontic Entity as Center Expenses or otherwise, such funds were made available at such earlier time as may be agreed among the Lendersincluding, without limitation, the Borrower and the Administrative Agent for the purpose of consummating the Transactions; provided further that all Swingline Loans shall be made available to the Borrower in the full amount thereof by the Swingline Lender no later than 4:00 p.m. (New York City time) on the date requestedConsulting Fee. (b) Each Lender In the event the funds in the Orthodontic Entity Account will, at any time, be insufficient to cover current expenses, Premier shall make available all amounts it is to fund notify the Orthodontic Entity and Premier shall advance to the Borrower under any Borrowing for its applicable Commitments, and in immediately available Orthodontic Entity the necessary funds to pay current expenses for the Administrative Agent at benefit of the Administrative Agent’s Office and the Administrative Agent Orthodontic Entity, which advances will (except in the case of Mandatory Borrowings and Borrowings be deemed to repay Unpaid Drawings) make available be loans to the Borrower, by depositing Orthodontic Entity to an account designated be repaid upon such terms as agreed to by the Borrower to the Administrative Agent the aggregate of the amounts so made available in the applicable currency. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any such Borrowing that such Lender does not intend to make available to the Administrative Agent its portion of the Borrowing or Borrowings to be made on such dateOrthodontic Entity and Premier, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing, and the Administrative Agent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower 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 available such amount to the Borrower, the Administrative Agent shall be entitled to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor the Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent in the applicable currency. The Administrative Agent shall also be entitled to recover from such Lender or the Borrower interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if paid by such Lender, the Overnight Rate or (ii) if paid by the Borrower, the then-applicable rate of interest or fees, calculated in accordance with Section 2.8, for the respective Loans. (c) Nothing in this Section 2.4 which indebtedness shall be deemed to relieve any Lender from its obligation to, fulfill its commitments hereunder or to prejudice any rights that the Borrower may have against any Lender as a result Center Expense for purposes of any default by such Lender hereunder (it being understoodArticle III hereof; provided, however, that no Lender in any event the outstanding principal amount of such indebtedness shall be responsible bear interest at an annual rate adjusted on the first calendar day of each month to reflect that certain rate from time to time published by the Wall Street Journal as the prime rate, as of the last business day of the immediately preceding month for which such prime rate was published (the failure of any other Lender to fulfill its commitments hereunder"Prime Rate"), plus one percent (1%).

Disbursement of Funds. (a) No later than 2:00 p.m. (New York City time) on the date specified in each Notice of Borrowing (including Mandatory Borrowings), each Lender made will make available its pro rata portion, if any, of each Borrowing requested to be made on such date in the manner provided below; , provided that on the Original Closing Date, such funds were made available at such earlier time as may be agreed among the Lenders, the Borrower and the Administrative Agent for the purpose of consummating the Transactions; provided further that all Swingline Loans shall be made available to the Borrower in the full amount thereof by the Swingline Lender no later than 4:00 3:00 p.m. (New York City time) on the date requested. (b) Each Lender shall make available all amounts it is to fund to the Borrower under any Borrowing for its applicable Commitments, and in immediately available funds to the Administrative Agent at the Administrative Agent’s Office in the applicable currency and the Administrative Agent will (except in the case of Mandatory Borrowings and Borrowings to repay Unpaid Drawings) make available to the Borrower, by depositing to an account designated by the Borrower to the Administrative Agent the aggregate of the amounts so made available in the applicable currency. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any such Borrowing that such Lender does not intend to make available to the Administrative Agent its portion of the Borrowing or Borrowings to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing, and the Administrative Agent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower 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 available such amount to the Borrower, the Administrative Agent shall be entitled to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor the Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent in the applicable currency. The Administrative Agent shall also be entitled to recover from such Lender or the Borrower interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if paid by such Lender, the Overnight Rate or (ii) if paid by the Borrower, the then-applicable rate of interest or fees, calculated in accordance with Section 2.8, for the respective Loans. (c) Nothing in this Section 2.4 shall be deemed to relieve any Lender from its obligation to, to fulfill its commitments hereunder or to prejudice any rights that the Borrower may have against any Lender as a result of any default by such Lender hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to fulfill its commitments hereunder).

Disbursement of Funds. (a) No later than 2:00 p.m. 12:00 Noon (New York City time) on the date specified in each Notice of Borrowing (including Mandatory Borrowings), each Lender made will make available its pro rata portion, if any, of each Borrowing requested to be made on such date in the manner provided below; , provided that on the Original Closing Date, such funds were made available at such earlier time as may be agreed among the Lenders, the Borrower and the Administrative Agent for the purpose of consummating the Transactions; provided further that all Swingline Loans shall be made available to the Borrower in the full amount thereof by the Swingline Lender no later than 4:00 3:00 p.m. (New York City time) on the date requested. (b) Each Lender shall make available all amounts it is to fund to the Borrower under any Borrowing in the applicable currency for its applicable Commitments, and in immediately available funds to the Administrative Agent at the Administrative Agent’s Office and the Administrative Agent will (except in the case of Mandatory Borrowings and Borrowings to repay Unpaid Drawings) make available to the Borrower, by depositing to an the Borrower’s account designated by the Borrower to at the Administrative Agent Agent’s Office the aggregate of the amounts so made available in Dollars. Each Canadian Lender shall make available all amounts it is to fund to the Canadian Borrower under any Canadian Borrowing in the applicable currencycurrency for its applicable Commitments, and in immediately available funds to the Canadian Administrative Agent at the Canadian Administrative Agent’s Office and the Canadian Administrative Agent will (except in the case of Mandatory Borrowings and Borrowings to repay Unpaid Drawings) make available to the Canadian Borrower, by depositing to the Canadian Borrower’s account (as designated by it in a written notice to the Canadian Administrative Agent from time to time) the aggregate of the amounts so made available in Canadian Dollars or Dollars as applicable. Unless the Administrative Agent and the Canadian Administrative Agent (in the case of Canadian Borrowings) shall have been notified by any Lender prior to the date of any such Borrowing that such Lender does not intend to make available to the Administrative Agent or the Canadian Administrative Agent (in the case of Canadian Borrowings) its portion of the Borrowing or Borrowings to be made on such date, the Administrative Agent or the Canadian Administrative Agent (in the case of Canadian Borrowings) may assume that such Lender has made such amount available to the Administrative Agent or the Canadian Administrative Agent (in the case of Canadian Borrowings) on such date of Borrowing, and the Administrative AgentAgent and the Canadian Administrative Agent (in the case of Canadian Borrowings), in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower or the Canadian Borrower, as the case may be, a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent or the Canadian Administrative Agent (in the case of Canadian Borrowings) by such Lender and the Administrative Agent or the Canadian Administrative Agent (in the case of Canadian Borrowings) has made available such amount same to the Borrower or the Canadian Borrower, as the case may be, the Administrative Agent or the Canadian Administrative Agent (in the case of Canadian Borrowings) shall be entitled to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s or the Canadian Administrative Agent (in the case of Canadian Borrowings) demand therefor the Administrative Agent or the Canadian Administrative Agent (in the case of Canadian Borrowings) shall promptly notify the Borrower or the Canadian Borrower, as the case may be, and the Borrower or the Canadian Borrower, as the case may be, shall immediately pay such corresponding amount to the Administrative Agent or the Canadian Administrative Agent (in the applicable currencycase of Canadian Borrowings). The Administrative Agent or the Canadian Administrative Agent (in the case of Canadian Borrowings) shall also be entitled to recover from such Lender or the Borrower or the Canadian Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent or the Canadian Administrative Agent (in the case of Canadian Borrowings) to the Borrower or the Canadian Borrower, as the case may be, to the date such corresponding amount is recovered by the Administrative AgentAgent or the Canadian Administrative Agent (in the case of Canadian Borrowings), at a rate per annum equal to (i) if paid by such Lender, the Overnight Federal Funds Effective Rate (or, in the case of an amount owing in respect of a Canadian Borrowing, the rate reasonably determined by the Canadian Administrative Agent to be the cost to it of funding such amount) or (ii) if paid by the Borrower or the Canadian Borrower, as the case may be, the then-applicable rate of interest or fees, calculated in accordance with Section 2.8, for the respective Loans. (c) Nothing in this Section 2.4 shall be deemed to relieve any Lender from its obligation to, to fulfill its commitments hereunder or to prejudice any rights that the Borrower or the Canadian Borrower, as the case may be, may have against any Lender as a result of any default by such Lender hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to fulfill its commitments hereunder).

Disbursement of Funds. (a) No later than 2:00 p.m. 1:00 P.M. (New York City time) on the date specified in each Notice of Borrowing (including Mandatory Borrowings), each Lender made available its pro rata portion, if any, of each Borrowing requested to be made on such date or (x) in the manner provided below; provided that on the Original Closing Datecase of Swingline Loans, such funds were made available at such earlier time as may be agreed among the Lenders, the Borrower and the Administrative Agent for the purpose of consummating the Transactions; provided further that all Swingline Loans shall be made available to the Borrower in the full amount thereof by the Swingline Lender no later than 4:00 p.m. 3:00 P.M. (New York City time) on the date requested. specified pursuant to Section 2.03(b)(i) or (by) Each in the case of Mandatory Borrowings, no later than 10:00 A.M. (New York City time) on the date specified in Section 2.01(c)), each Lender shall with a Revolving Loan Commitment of the respective Tranche will make available all its pro rata portion (determined in accordance with Section 2.07) of each such Borrowing requested to be made on such date (or in the case of Swingline Loans, the Swingline Lender will make available the full amount thereof). All such amounts it is to fund to will be made available in Dollars (in the Borrower under any Borrowing for its applicable Commitmentscase of Dollar Denominated Loans), in Euros (in the case of Euro Denominated Loans) or in Sterling (in the case of Sterling Denominated Loans) and in immediately available funds to the Administrative Agent at the Administrative Agent’s Office Payment Office, and the Administrative Agent will (will, except in the case of Revolving Loans made pursuant to a Mandatory Borrowings and Borrowings to repay Unpaid Drawings) Borrowing, make available to the Borrower, by depositing to an account designated by Borrower at the Borrower to the Administrative Agent Payment Office the aggregate of the amounts so made available in by the applicable currencyLenders. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any such Borrowing that such Lender does not intend to make available to the Administrative Agent its such Lender’s portion of the any Borrowing or Borrowings to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing, Borrowing and the Administrative AgentAgent may (but shall not be obligated to), in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower 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 available such amount to the BorrowerLender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor therefor, the Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent in the applicable currencyAgent. The Administrative Agent also shall also be entitled to recover on demand from such Lender or the Borrower Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if paid by recovered from such Lender, the Overnight overnight Federal Funds Rate or for the first three days and at the interest rate otherwise applicable to such Loans for each day thereafter and (ii) if paid by recovered from the Borrower, the then-applicable rate of interest or fees, calculated in accordance with Section 2.8, for applicable to the respective Loans. (c) Borrowing, as determined pursuant to Section 2.08. Nothing in this Section 2.4 2.04 shall be deemed to relieve any Lender from its obligation to, fulfill its commitments to make Loans hereunder or to prejudice any rights that which the Borrower may have against any Lender as a result of any default failure by such Lender hereunder to make Loans hereunder. (it being understoodb) Unless the Required Lenders have instructed the Administrative Agent to the contrary, howeverthe Administrative Agent on behalf of the Lenders may, but shall not be obligated to, make Revolving Loans to the Borrower that no are maintained as Base Rate Loans under Section 2.01 without prior notice of the proposed Borrowing to the Lenders as follows: (i) The amount of each Lender’s RL Percentage of Revolving Loans shall be computed weekly (or more frequently in the Administrative Agent’s sole discretion) and shall be adjusted upward or downward on the basis of the amount of outstanding Revolving Loans as of 5:00 P.M. (New York time) on the last Business Day of each week, or such other period specified by the Administrative Agent (each such date, a “Settlement Date”). The Lenders shall transfer to the Administrative Agent, or the Administrative Agent shall transfer to the Lenders such amounts as are necessary so that (after giving effect to all such transfers) the amount of Revolving Loans made by each Lender shall be responsible for equal to such Lender’s RL Percentage of the failure aggregate amount of Revolving Loans outstanding as of such Settlement Date. If a notice from the Administrative Agent of any other such necessary transfer is received by a Lender on or prior to fulfill its commitments hereunder12:00 Noon (New York time) on any Business Day, then such Lender shall make transfers described above in immediately available funds no later than 3:00 P.M. (New York time) on the day such notice was received; and if such notice is received by a Lender after 12:00 Noon (New York time) on any Business Day, such Lender shall make such transfers no later than 1:00 P.M. (New York time) on the next succeeding Business Day. The obligation of each of the Lenders to transfer such funds shall be irrevocable and unconditional and without recourse to, or without representation or warranty by, the Administrative Agent. Each of the Administrative Agent and each Lender agrees and the Lenders agree to xxxx their respective books and records on each Settlement Date to show at all times the dollar amount of their respective RL Percentage of the outstanding Revolving Loans on such date. (ii) To the extent that the settlement described in preceding clause (i) shall not yet have occurred with respect to any particular Settlement Date, upon any repayment of Revolving Loans by the Borrower prior to such settlement, the Administrative Agent may apply such amounts repaid directly to the amounts that would otherwise be made available by the Administrative Agent pursuant to this Section 2.04(b). (iii) Because the Administrative Agent on behalf of the Lenders may be advancing and/or may be repaid Revolving Loans prior to the time when the Lenders will actually advance and/or be repaid Revolving Loans, interest with respect to Revolving Loans shall be allocated by the Administrative Agent to each Lender and the Administrative Agent in accordance with the amount of Revolving Loans actually advanced by and repaid to each Lender and the Administrative Agent and shall accrue from and including the date such Revolving Loans are so advanced to but excluding the date such Revolving Loans are either repaid by the Borrower in accordance with the terms of this Agreement or actually settled by the Administrative Agent or the applicable Lender as described in this Section 2.04(b).

Disbursement of Funds. (a) No later than 2:00 p.m. 12:00 Noon (New York City time) on the date specified in each Notice of Borrowing (including Mandatory Borrowings)Borrowing, each Lender made will make available its pro rata portion, if any, of each Borrowing requested to be made on such date in the manner provided below; provided that on the Original Closing Date, such funds were made available at such earlier time as may be agreed among the Lenders, the Borrower and the Administrative Agent for the purpose of consummating the Transactions; provided further that all Swingline Loans shall be made available to the Borrower in the full amount thereof by the Swingline Lender no later than 4:00 p.m. (New York City time) on the date requested. (b) Each Lender shall make available all amounts it is to fund to the Borrower under any Borrowing for its applicable Commitments, and in immediately available funds to the Administrative Agent at an office of the Administrative Agent’s Office Agent from time to time notified by the Administrative Agent to the Lenders (but initially the office set forth for the Administrative Agent in Section 12.2(a)(ii)), and the Administrative Agent will (except in the case of Mandatory Borrowings and Borrowings to repay Unpaid Drawings) make available to the Borrower, Borrower by depositing to an account designated by such funds as specified in the Borrower to the Administrative Agent applicable Notice of Borrowing, the aggregate of the amounts so made available in the applicable currencyavailable. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any such Borrowing that such Lender does not intend to make available to the Administrative Agent its portion of the Borrowing or Borrowings to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing, and the Administrative Agent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower 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 available such amount same to the Borrower, the Administrative Agent shall be entitled to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor therefor, the Administrative Agent shall promptly notify the Borrower Borrower, and the Borrower shall immediately pay such corresponding amount to the Administrative Agent in the applicable currencyAgent. The Administrative Agent shall also be entitled to recover from such Lender or the Borrower Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if paid by such Lender, at the Overnight Federal Funds Effective Rate or (ii) if paid by the Borrower, the then-applicable rate of interest or feesinterest, calculated in accordance with Section 2.8, for the respective Revolving Credit Loans. (c) Nothing in this Section 2.4 shall be deemed to relieve any Lender from its obligation to, to fulfill its commitments hereunder or to prejudice any rights that the Borrower may have against any Lender as a result of any default by such Lender hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to fulfill its commitments hereunder).

Disbursement of Funds. (a) No Subject to Section 6, no later than 2:00 p.m. 9:00 a.m. (New York City time) on the date specified in each Notice of Borrowing (including Mandatory Borrowings)Closing Date, each Lender made will make available its pro rata portionportion based on its Commitment, if any, of each Borrowing requested to be made on such date in the manner provided below; provided that on the Original Closing Date, such funds were made available at such earlier time as may be agreed among the Lenders, the Borrower and the Administrative Agent for the purpose of consummating the Transactions; provided further that all Swingline Loans shall be made available to the Borrower in the full amount thereof by the Swingline Lender no later than 4:00 p.m. (New York City time) on the date requested. (b) Each Lender shall make available all amounts it is to fund to the Borrower under any Borrowing for its applicable Commitments, and in immediately available funds to the Administrative Agent at the Administrative Agent’s Office and the Administrative Agent will (except in the case of Mandatory Borrowings and Borrowings to repay Unpaid Drawings) make available to the Borrower, by depositing to an account designated by the Borrower disbursing proceeds pursuant to the Administrative Agent instructions provided as part of the Notice of Borrowing, the aggregate of the amounts so made available in the applicable currencyDollars. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any such Borrowing Closing Date that such Lender does not intend to make available to the Administrative Agent its portion of the Borrowing or Borrowings to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowingdate, and the Administrative Agent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower 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 available such amount same to the Borrower, the Administrative Agent shall be entitled to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor the Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent in the applicable currencyAgent. The Administrative Agent shall also be entitled to recover from such Lender or the Borrower interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if paid by such Lender, the Overnight Federal Funds Effective Rate or (ii) if paid by the Borrower, the then-applicable rate of interest or fees, calculated in accordance with Section 2.8, for the respective Loans. (c) Nothing in this Section 2.4 shall be deemed to relieve any Lender from its obligation to, to fulfill its commitments hereunder or to prejudice any rights that the Borrower may have against any Lender as a result of any default by such Lender hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to fulfill its commitments hereunder).

Disbursement of Funds. (a) No later than 2:00 p.m. (New York City time) on the date specified in each Notice of Borrowing (including Mandatory BorrowingsBorrowings of Revolving Credit Loans to reimburse Unpaid Drawings under Revolving Letters of Credit), each Lender made will make available its pro rata portion, if any, of each Borrowing requested to be made on such date in the manner provided below; provided that on the Original Closing Date, such funds were made available at such earlier time as may be agreed among the Lenders, the Borrower and the Administrative Agent for the purpose of consummating the Transactions; provided further that all Swingline Loans shall be made available to the Borrower in the full amount thereof by the Swingline Lender no later than 4:00 p.m. (New York City time) on the date requested. (b) Each Lender shall make available all amounts it is to fund to the Borrower required under any Borrowing for its applicable Commitments, and Commitments in immediately available funds to the Administrative Agent at the Administrative Agent’s Office in Dollars, and the Administrative Agent will (except in the case of Mandatory Borrowings and Borrowings of Revolving Credit Loans to repay reimburse Unpaid DrawingsDrawings under Revolving Letters of Credit) make available to the Borrower, by depositing to an account designated by the Borrower to the Administrative Agent the aggregate of the amounts so made available in the applicable currencyDollars. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any such Borrowing that such Lender does not intend to make available to the Administrative Agent its portion of the Borrowing or Borrowings to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing, and the Administrative Agent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower 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 available such amount to the Borrower, the Administrative Agent shall be entitled to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor the Administrative Agent shall promptly notify the Borrower in writing and the Borrower shall immediately pay such corresponding amount to the Administrative Agent in the applicable currencyDollars. The Administrative Agent shall also be entitled to recover from such Lender or the Borrower interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if paid by such Lender, the Overnight Rate or (ii) if paid by the Borrower, the then-applicable rate of interest or fees, calculated in accordance with Section 2.8, for the respective LoansLoans of the applicable Class. (c) Nothing in this Section 2.4 shall be deemed to relieve any Lender from its obligation to, to fulfill its commitments hereunder or to prejudice any rights that the Borrower may have against any Lender as a result of any default by such Lender hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to fulfill its commitments hereunder).

Disbursement of Funds. (a) No later than 2:00 1:00 p.m. (New York City time) on the date specified in each Notice of Borrowing (including Mandatory Borrowings)Borrowing, each Lender made shall make available its pro rata portion, if any, of each Borrowing requested to be made on such date in the manner provided below; provided that on the Original Closing Date, such funds were in respect of Initial Term B-1 Loans and Initial Term B-2 Loans may be made available at such earlier time as may be agreed among the LendersLenders providing such Initial Term Loans, the Borrower and the Administrative Agent for the purpose of consummating the Transactions; provided further that all Swingline Loans shall be made available to the Borrower in the full amount thereof by the Swingline Lender no later than 4:00 p.m. (New York City time) on the date requested. (b) Each Lender shall make available all amounts it is to fund to the Borrower under any Borrowing for its applicable CommitmentsCommitments (including, on the Closing Date, each Initial Term Loan Lender’s Initial Term B-1 Loan Commitment and Initial Term B-2 Loan Commitment), and in immediately available funds funds, to the Administrative Agent at the Administrative Agent’s Office and the Administrative Agent will (except in the case of Mandatory Borrowings and Borrowings to repay Unpaid Drawings) make available to the Borrower, by depositing to an account or accounts designated by the Borrower to the Administrative Agent the aggregate of the amounts so made available in the applicable currencyU.S. Dollars. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any such Borrowing that such Lender does not intend to make available to the Administrative Agent its portion of the Borrowing or Borrowings to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing, and the Administrative Agent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower 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 available such amount to the Borrower, the Administrative Agent shall be entitled to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor therefor, the Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately pay (or cause to be paid) such corresponding amount to the Administrative Agent in the applicable currencyU.S. Dollars. The Administrative Agent shall also be entitled to recover from such Lender or the Borrower interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if paid by such Lender, the Overnight Rate or (ii) if paid by the Borrower, the then-applicable rate of interest or fees, calculated in accordance with Section 2.8, for the respective Loans. (c) Nothing in this Section 2.4 shall be deemed to relieve any Lender from its obligation to, to fulfill its commitments hereunder or to prejudice any rights that the Borrower may have against any Lender as a result of any default by such Lender hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to fulfill its commitments hereunder).

Disbursement of Funds. (a) No later than 2:00 p.m. (New York City time) on the date specified in each Notice of Borrowing (including Mandatory BorrowingsBorrowings of Revolving Credit Loans to reimburse Unpaid Drawings under Revolving Letters of Credit), each Lender made will make available its pro rata portion, if any, of each Borrowing requested to be made on such date in the manner provided below; provided that . For the avoidance of doubt, all Revolving Credit Loans made on or after the Original Closing Date, such funds were made available at such earlier time as may be agreed among Eleventh Amendment Effective Date and prior to the Lenders, the Borrower and the Administrative Agent for the purpose of consummating the Transactions; provided further that all Swingline Loans 2022 Non-Extended Revolving Commitment Termination Date shall be made available to the Borrower by each Revolving Credit Lender pro rata in the full amount thereof by the Swingline Lender no later than 4:00 p.m. (New York City time) on the date requestedaccordance with its respective Revolving Credit Commitment Percentage. (b) Each Lender shall make available all amounts it is to fund to the Borrower required under any Borrowing for its applicable Commitments, and Commitments in immediately available funds to the Administrative Agent at the Administrative Agent’s Office in Dollars, and the Administrative Agent will (except in the case of Mandatory Borrowings and Borrowings of Revolving Credit Loans to repay reimburse Unpaid DrawingsDrawings under Revolving Letters of Credit) make available to the Borrower, by depositing to an account designated by the Borrower to the Administrative Agent the aggregate of the amounts so made available in the applicable currencyDollars. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any such Borrowing that such Lender does not intend to make available to the Administrative Agent its portion of the Borrowing or Borrowings to be made on such date, the Administrative Agent may assume that such Lender Xxxxxx has made such amount available to the Administrative Agent on such date of Borrowing, and the Administrative Agent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower 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 available such amount to the Borrower, the Administrative Agent shall be entitled to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor the Administrative Agent shall promptly notify the Borrower in writing and the Borrower shall immediately pay such corresponding amount to the Administrative Agent in the applicable currencyDollars. The Administrative Agent shall also be entitled to recover from such Lender or the Borrower interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if paid by such Lender, the Overnight Rate or (ii) if paid by the Borrower, the then-applicable rate of interest or fees, calculated in accordance with Section 2.8, for the respective LoansLoans of the applicable Class. (c) Nothing in this Section 2.4 shall be deemed to relieve any Lender from its obligation to, to fulfill its commitments hereunder or to prejudice any rights that the Borrower may have against any Lender as a result of any default by such Lender hereunder Xxxxxx xxxxxxxxx (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to fulfill its commitments hereunder).

Disbursement of Funds. (a) No later than 2:00 the later of 12:00 p.m. (New York City time) on the date specified in each Notice of Borrowing (including Mandatory Borrowings)Borrowings and Borrowings to reimburse Unpaid Drawings under Letters of Credit) and one hour after written notice of such Borrowing is delivered by the Administrative Agent to such Lender, each Lender made will make available its pro rata portion, if any, of each Borrowing requested to be made on such date in the manner provided below; provided that that, on the Original Closing Date (or, with respect to any Incremental Facilities, on the relevant Incremental Facilities Closing Date), such funds were may be made available at such earlier time as may be agreed among the relevant Lenders, the Borrower and the Administrative Agent for the purpose of consummating the Transactions; provided further provided, further, that all Swingline Loans shall be made available to the Borrower in the full amount thereof by the Swingline Lender no later than 4:00 p.m. (New York City time) on one hour after written notice of such Borrowing is delivered by the date requestedAdministrative Agent to the Swingline Lender. (bi) Each Lender shall make available all amounts it is to fund to the Borrower under any Borrowing for its applicable Commitments, and Commitments in immediately available funds to the Administrative Agent at the Administrative Agent’s Office and the Administrative Agent will (except in the case of Mandatory Borrowings and Borrowings to repay Unpaid DrawingsDrawings under Letters of Credit) make available to the Borrower, Borrower by depositing to an account designated by the Borrower to the Administrative Agent in writing, the aggregate of the amounts so made available in the applicable currencyDollars. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any such Borrowing that such Lender does not intend to make available to the Administrative Agent its portion of the Borrowing or Borrowings to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing, and the Administrative Agent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower 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 available such amount same to the Borrower, the Administrative Agent shall be entitled to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor therefor, the Administrative Agent shall promptly notify the Borrower Borrower, and the Borrower shall immediately pay such corresponding amount to the Administrative Agent in the applicable currencyDollars. The Administrative Agent shall also be entitled to recover from such Lender or the Borrower Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if paid by such Lender, the Overnight Rate Federal Funds Effective Rate, or (ii) if paid by the Borrower, the then-applicable rate of interest or feesinterest, calculated in accordance with Section 2.8, for the respective Loans. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. (ii) The Swingline Lender shall make available all amounts it is to fund to the Borrower under any Borrowing of Swingline Loans in immediately available funds to the Borrower (as specified in the applicable Notice of Borrowing), by depositing to an account designated by the Borrower to the Swingline Lender in writing or otherwise in such Notice of Borrowing, the aggregate of the amount so made available. (c) Nothing in this Section 2.4 2.4, including any payment by the Borrower, shall be deemed to relieve any Lender from its obligation to, to fulfill its commitments hereunder or to prejudice any rights that the Borrower may have against any Lender as a result of any default by such Lender hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to fulfill its commitments hereunder).

Disbursement of Funds. (a) No later than 2:00 12:00 p.m. (New York City time) on the date specified in each Notice of Borrowing or, if any such Notice of Borrowing (including Mandatory BorrowingsBorrowings and Borrowings to reimburse Unpaid Drawings under Letters of Credit) is delivered on the same day as the requested Borrowing, no later than one hour after delivery thereof (including, in any such case, Mandatory Borrowings and Borrowings to reimburse Unpaid Drawings under Letters of Credit), each Lender made will make available its pro rata portion, if any, of each Borrowing requested to be made on such date in the manner provided below; provided that that, on the Original Closing Date (or, with respect to any Incremental Facilities, on the relevant Incremental Facilities Closing Date), such funds were may be made available at such earlier time as may be agreed among the relevant Lenders, the Borrower and the Administrative Agent for the purpose of consummating the Transactions; provided further provided, further, that all Swingline Loans shall be made available to the Borrower in the full amount thereof by the Swingline Lender no later than 4:00 p.m. (New York City time) on one hour after written notice of such Borrowing is delivered by the date requestedapplicable Administrative Agent to the Swingline Lender. (b) Each Lender shall make available all such requested amounts it is to fund to the Borrower under any Borrowing for its applicable Commitments, and Commitments in immediately available funds to the Administrative Agent at the Administrative Agent’s Office and the Administrative Agent will (except in the case of Mandatory Borrowings and Borrowings, Borrowings to repay Unpaid DrawingsDrawings under Letters of Credit) make available to the Borrower, Borrower by depositing to an account designated by the Borrower to the Administrative Agent in writing, the aggregate of the amounts so made available in the applicable currencyavailable. Unless the Administrative Agent shall have been notified in writing by any Lender prior to the date of any such Borrowing that such Lender does not intend to make available to the Administrative Agent its portion of the Borrowing or Borrowings to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing, and the Administrative Agent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower 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 available such amount same to the Borrower, the Administrative Agent shall be entitled to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor therefor, the Administrative Agent shall promptly notify the Borrower Borrower, and the Borrower shall immediately pay such corresponding amount to the Administrative Agent in the applicable currencyAgent. The Administrative Agent shall also be entitled to recover from such Lender or the Borrower Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if paid by such Lender, the Overnight Rate Federal Funds Effective Rate, or (ii) if paid by the Borrower, the then-applicable rate of interest or feesinterest, calculated in accordance with Section 2.8, for the respective Loans. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. (c) The Swingline Lender shall make available all amounts it is to fund to the Borrower under any Borrowing of Swingline Loans in immediately available funds to the Borrower (as specified in the applicable Notice of Borrowing), by depositing to an account designated by the Borrower to the Swingline Lender in writing or otherwise in such Notice of Borrowing, the aggregate of the amount so made available in Dollars. (d) Nothing in this Section 2.4 2.4, including any payment by the Borrower, shall be deemed to relieve any Lender from its obligation to, to fulfill its commitments hereunder or to prejudice any rights that the Borrower may have against any Lender as a result of any default by such Lender hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to fulfill its commitments hereunder).

Disbursement of Funds. (a) No later than 2:00 p.m. 1:00 P.M. (New York City time) on the date specified in each Notice of Borrowing (including Mandatory Borrowings)Borrowing, each Lender made with a Commitment of the relevant Tranche will make available its pro rata portion, if any, portion (determined in accordance with Section 2.07) of each such Borrowing requested to be made on such date in the manner provided below; provided that on the Original Closing Date, date. All such funds were made available at such earlier time as may be agreed among the Lenders, the Borrower and the Administrative Agent for the purpose of consummating the Transactions; provided further that all Swingline Loans shall amounts will be made available to the Borrower in the full amount thereof by the Swingline Lender no later than 4:00 p.m. (New York City time) on the date requested. (b) Each Lender shall make available all amounts it is to fund to the Borrower under any Borrowing for its applicable Commitments, U.S. Dollars and in immediately available funds to the Administrative Agent at the Administrative Agent’s Office Payment Office, and the Administrative Agent will (except in the case of Mandatory Borrowings and Borrowings to repay Unpaid Drawings) make available to the Borrower, by depositing to an account designated by Borrower at the Borrower to the Administrative Agent Payment Office the aggregate of the amounts so made available in by the applicable currencyLenders. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any such Borrowing that such Lender does not intend to make available to the Administrative Agent its such Xxxxxx’s portion of the any Borrowing or Borrowings to be made on such date, the Administrative Agent may assume that such Lender Xxxxxx has made such amount available to the Administrative Agent on such date of Borrowing, Borrowing and the Administrative AgentAgent may (but shall not be obligated to), in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower 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 available such amount to the BorrowerLender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor therefor, the Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent in the applicable currencyAgent. The Administrative Agent also shall also be entitled to recover on demand from such Lender or the Borrower interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if paid by recovered from such Lender, the Overnight greater of the Federal Funds Rate or and a rate determined by the Administrative Agent in accordance with banking rules on interbank compensation and (ii) if paid by recovered from the Borrower, the then-applicable rate of interest or feesapplicable to the relevant Borrowing, calculated in accordance with as determined pursuant to Section 2.8, for the respective Loans. (c) 2.08. Nothing in this Section 2.4 2.04 shall be deemed to relieve any Lender from its obligation to, fulfill its commitments to make Term Loans hereunder or to prejudice any rights that which the Borrower may have against any Lender as a result of any default failure by such Lender hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender Xxxxxx to fulfill its commitments make Term Loans hereunder).

Disbursement of Funds. (a) No later than 2:00 p.m. (New York City time) on the date specified in each Notice of Borrowing (including Mandatory Borrowings)Borrowing, each Lender made will make available its pro rata portion, if any, of each Borrowing requested to be made on such date in the manner provided below; provided that on the Original Closing Date, such funds were may be made available at such earlier time as may be agreed among the LendersBorrower, the Borrower and the Administrative Agent and the Lenders for the purpose of consummating the Transactions; provided further that all Swingline Loans shall be made available to the Borrower in the full amount thereof by the Swingline Lender no later than 4:00 p.m. (New York City time) on the date requested. (b) Each Lender shall make available all amounts it is to fund to the Borrower required under any Borrowing for its applicable Commitments, and Commitments in immediately available funds to the Administrative Agent at the Administrative Agent’s Office in Dollars, and the Administrative Agent will (except in the case of Mandatory Borrowings and Borrowings to repay Unpaid Drawings) make available to the Borrower, by depositing to an account designated by the Borrower to the Administrative Agent the aggregate of the amounts so made available in the applicable currencyDollars. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any such Borrowing that such Lender does not intend to make available to the Administrative Agent its portion of the Borrowing or Borrowings to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing, and the Administrative Agent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower 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 available such amount to the Borrower, the Administrative Agent shall be entitled to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor the Administrative Agent shall promptly notify the Borrower in writing and the Borrower shall immediately pay such corresponding amount to the Administrative Agent in the applicable currencyDollars. The Administrative Agent shall also be entitled to recover from such Lender or the Borrower interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if paid by such Lender, the Overnight Rate or (ii) if paid by the Borrower, the then-applicable rate of interest or fees, calculated in accordance with Section 2.8, for the respective LoansTerm Loans of the applicable Class. (c) Nothing in this Section 2.4 shall be deemed to relieve any Lender from its obligation to, to fulfill its commitments hereunder or to prejudice any rights that the Borrower may have against any Lender as a result of any default by such Lender hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to fulfill its commitments hereunder).

Disbursement of Funds. (a) No Except as otherwise specifically provided in the immediately succeeding sentence, no later than 2:00 p.m. P.M. (New York City time) on the date specified in each Notice of Borrowing (including Mandatory Borrowings)Borrowing, each Lender made Bank will make available its pro rata portion, if any, PRO RATA portion of each such Borrowing requested to be made on such date date, in the manner provided below; provided that on the Original Closing Date, such funds were made available at such earlier time as may be agreed among the Lenders, the Borrower and the Administrative Agent for the purpose of consummating the Transactions; provided further that all Swingline Loans shall be made available to the Borrower in the full amount thereof by the Swingline Lender no later than 4:00 p.m. (New York City time) on the date requested. (b) Each Lender shall make available all amounts it is to fund to the Borrower under any Borrowing for its applicable Commitments, Dollars and in immediately available funds to at the Administrative Agent at Payment Office of the Administrative Agent’s Office , and the Administrative Agent will (except in the case of Mandatory Borrowings and Borrowings to repay Unpaid Drawings) make available to the Borrower, by depositing to an account designated by the Borrower to the Administrative Agent the aggregate of the amounts so made available by the Banks available to the appropriate Borrower at the Payment Office or, if specified in the applicable currencyNotice of Borrowing, such Borrower's account with its Custodian in accordance with the wiring instructions provided in the Notice of Borrowing. Unless the Administrative Agent shall have been notified by any Lender Bank prior to the date of any such Borrowing that such Lender Bank does not intend to make available to the Administrative Agent its such Bank's portion of the any Borrowing or Borrowings to be made on such date, the Administrative Agent may assume that such Lender Bank has made such amount available to the Administrative Agent on such date of Borrowing, Borrowing and the Administrative AgentAgent may, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the respective Borrower 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 available such amount to the BorrowerBank, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such LenderBank. If such Lender Bank does not pay such corresponding amount forthwith upon the Administrative Agent’s 's demand therefor therefor, the Administrative Agent shall promptly notify the respective Borrower or Borrowers, and the such Borrower shall immediately pay (from the assets of such Borrower or Borrowers) such corresponding amount to the Administrative Agent in the applicable currencyAgent. The Administrative Agent shall also be entitled to recover on demand from such Lender Bank or the Borrower respective Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the such Borrower to or Borrowers until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if paid by recovered from such LenderBank, at the Overnight overnight Federal Funds Rate or and (ii) if paid by recovered from the respective Borrower, the then-applicable rate of interest or fees, calculated in accordance with Section 2.8, for applicable to the respective LoansBorrowing, as determined pursuant to Section 1. (c) Nothing in this Section 2.4 shall be deemed to relieve any Lender from its obligation to, fulfill its commitments hereunder or to prejudice any rights that the Borrower may have against any Lender as a result of any default by such Lender hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to fulfill its commitments hereunder).

Disbursement of Funds. (a) No later than 2:00 p.m. (New York City time) on the date specified in each Notice of Borrowing (including Mandatory Borrowings)Borrowing, each Lender made shall make available its pro rata portion, if any, of each Borrowing requested to be made on such date in the manner provided below; provided provided, that on the Original Closing Date, such funds were may be made available at such earlier time as may be agreed among the Lenders, the Borrower and the Administrative Agent for the purpose of consummating the Transactions; provided further that all Swingline Loans shall be made available to the Borrower in the full amount thereof by the Swingline Lender no later than 4:00 p.m. (New York City time) on the date requested. (b) Each Lender shall make available all amounts it is to fund to the Borrower under any Borrowing for its applicable Commitments, and in immediately available funds funds, to the Administrative Agent at the Administrative Agent’s Office and the Administrative Agent will (except in the case of Mandatory Borrowings and Borrowings to repay Unpaid Drawings) make available to the Borrower, by depositing to an account or accounts designated by the Borrower to the Administrative Agent the aggregate of the amounts so made available in the applicable currencyDollars. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any such Borrowing that such Lender does not intend to make available to the Administrative Agent its portion of the Borrowing or Borrowings to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing, and the Administrative Agent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower 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 available such amount to the Borrower, the Administrative Agent shall be entitled to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor therefor, the Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately pay (or cause to be paid) such corresponding amount to the Administrative Agent in the applicable currencyDollars. The Administrative Agent shall also be entitled to recover from such Lender or the Borrower interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if paid by such Lender, the Overnight Rate or (ii) if paid by the Borrower, the then-applicable rate of interest or fees, calculated in accordance with Section 2.8, for the respective Loans. (c) Nothing in this Section 2.4 shall be deemed to relieve any Lender from its obligation to, to fulfill its commitments hereunder or to prejudice any rights that the Borrower may have against any Lender as a result of any default by such Lender hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to fulfill its commitments hereunder).

Disbursement of Funds. (a) No later than 2:00 the later of 12:00 p.m. (New York City time) on the date specified in each Notice of Borrowing (including Mandatory Borrowings)Borrowings and Borrowings to reimburse Unpaid Drawings under Letters of Credit) and two hours after written notice of such Borrowing is delivered by the Administrative Agent to such Lender, each Lender made will make available its pro rata portion, if any, of each Borrowing requested to be made on such date in the manner provided below; provided that on the Original Closing Date (or, with respect to any Incremental Facilities, on the relevant Incremental Facilities Closing Date), such funds were may be made available at such earlier time as may be agreed among the relevant Lenders, the Borrower and the Administrative Agent for the purpose of consummating the Transactions; provided further provided, further, that all Swingline Loans shall be made available to the Borrower in the full amount thereof by the Swingline Lender no later than 4:00 p.m. (New York City time) on two hours after written notice of such Borrowing is delivered by the date requestedAdministrative Agent to the Swingline Lender. (bi) Each Lender shall make available all amounts it is to fund to the Borrower under any Borrowing for its applicable Commitments, and Commitments in immediately available funds to the Administrative Agent at the Administrative Agent’s Office and the Administrative Agent will (except in the case of Mandatory Borrowings and Borrowings to repay Unpaid DrawingsDrawings under Letters of Credit) make available to the Borrower, Borrower by depositing to an account designated by the Borrower to the Administrative Agent in writing, the aggregate of the amounts so made available in the applicable currencyDollars. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any such Borrowing that such Lender does not intend to make available to the Administrative Agent its portion of the Borrowing or Borrowings to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing, and the Administrative Agent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower 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 available such amount same to the Borrower, the Administrative Agent shall be entitled to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor therefor, the Administrative Agent shall promptly notify the Borrower Borrower, and the Borrower shall immediately pay such corresponding amount to the Administrative Agent in the applicable currencyDollars. The Administrative Agent shall also be entitled to recover from such Lender or the Borrower Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if paid by such Lender, the Overnight Rate Federal Funds Effective Rate, or (ii) if paid by the Borrower, the then-then- applicable rate of interest or feesinterest, calculated in accordance with Section 2.8, for the respective Loans. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. (ii) The Swingline Lender shall make available all amounts it is to fund to the Borrower under any Borrowing of Swingline Loans in immediately available funds to the Borrower (as specified in the applicable Notice of Borrowing), by depositing to an account designated by the Borrower to the Swingline Lender in writing or otherwise in such Notice of Borrowing, the aggregate of the amount so made available. (c) Nothing in this Section 2.4 2.4, including any payment by the Borrower, shall be deemed to relieve any Lender from its obligation to, to fulfill its commitments hereunder or to prejudice any rights that the Borrower may have against any Lender as a result of any default by such Lender hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to fulfill its commitments hereunder).

Disbursement of Funds. (a) No With respect to any Loan, no later than 2:00 p.m. 1:00 P.M. (New York, New York City time) on the date specified in of each Notice of Borrowing pursuant to the Commitments (including Mandatory Borrowingsother than one resulting from a continuation or conversion pursuant to Section 3.6(b) or (c)), each Lender will make available its Pro Rata Share of the amount of such Borrowing in respect of such Commitment in immediately available funds at the Payment Office of the Agent. The Agent will make available to the Borrower the aggregate of the amounts (if any) so made available its pro rata portionby the Lenders to the Agent in a timely manner by crediting such amounts to the Borrower's demand deposit account maintained with the Agent or at the Borrower's option, if anyby effecting a wire transfer of such amounts to the Borrower's account specified by the Borrower, by the close of each Borrowing requested to be made business on such date in Business Day. In the manner provided below; provided event that on the Original Closing DateLenders do not make such amounts available to the Agent by the time prescribed above, but such amount is received later that day, such funds were made available at such earlier time as amount may be agreed among the Lenders, the Borrower and the Administrative Agent for the purpose of consummating the Transactions; provided further that all Swingline Loans shall be made available credited to the Borrower in the full amount thereof by manner described in the Swingline Lender no later than 4:00 p.m. (New York City time) preceding sentence on the date requestednext Business Day (with interest on such amount to begin accruing hereunder on such next Business Day). (b) Each Lender shall make available all amounts it is to fund to the Borrower under any Borrowing for its applicable Commitments, and in immediately available funds to the Administrative Agent at the Administrative Agent’s Office and the Administrative Agent will (except in the case of Mandatory Borrowings and Borrowings to repay Unpaid Drawings) make available to the Borrower, by depositing to an account designated by the Borrower to the Administrative Agent the aggregate of the amounts so made available in the applicable currency. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any such a Borrowing that such Lender does not intend to make available to the Administrative Agent its portion such Lender's Pro Rata Share of the Borrowing or Borrowings to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing, and the Administrative Agent, in reliance upon such assumption, Agent may (in its sole discretion and without any obligation to do so) make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender and on the Administrative Agent has made available date of such amount to the BorrowerBorrowing, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such LenderLender together with interest at the Federal Funds Rate. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s 's demand therefor therefor, the Administrative Agent shall promptly notify the Borrower Borrower, and the Borrower shall immediately pay such corresponding amount to the Administrative Agent in together with interest at the applicable currency. The Administrative Agent shall also be entitled to recover from such Lender or the Borrower interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if paid by such Lender, the Overnight Rate or (ii) if paid by the Borrower, the then-applicable rate of interest or fees, calculated in accordance with Section 2.8, specified for the respective Loans. (c) Borrowing which includes such amount paid and any amounts due under Section 3.15. Nothing in this Section 2.4 subsection shall be deemed to relieve any Lender from its obligation to, fulfill to fund its commitments Commitments hereunder or to prejudice any rights that which the Borrower may have against any Lender as a result of any default by such Lender hereunder hereunder. (it being understoodc) All Fixed Rate Borrowings, however, that no Base Rate Borrowings and Eurodollar Borrowings under the Commitments shall be loaned by the Lenders on the basis of their Pro Rata Share of the relevant Commitments. No Lender shall be responsible for any default by any other Lender in its obligations hereunder, and each Lender shall be obligated to make the Loans provided to be made by it hereunder, regardless of the failure of any other Lender to fulfill fund its commitments Commitment hereunder).

Disbursement of Funds. (a) No later than 2:00 p.m. (New York City time) Subject to the terms and conditions hereof, on the date specified in each Notice of Borrowing (including Mandatory Borrowings)Request, each Lender made will make available through such Lender’s Applicable Lending Office its pro rata portion, portion (if any, ) of the aggregate amount of each Borrowing Tranche of Construction Loans or Revolving Loans requested to be made on such date date, in the manner provided below; provided that on the Original Closing Dateeach case, such funds were made available at such earlier time as may be agreed among the Lenders, the Borrower and the Administrative Agent for the purpose of consummating the Transactions; provided further that all Swingline Loans shall be made available to the Borrower by wire transfer in the full amount thereof by the Swingline Lender no later than 4:00 p.m. (New York City time) on the date requested. (b) Each Lender shall make available all amounts it is to fund to the Borrower under any Borrowing for its applicable Commitments, Dollars and in immediately available funds to the Administrative Agent at the Administrative Agent’s Office AA Disbursement Account, and the Administrative Agent will (except in the case of Mandatory Borrowings and Borrowings to repay Unpaid Drawings) make available to the Borrower, by depositing to an account designated by the Borrower to the Administrative Agent deposit the aggregate of the amounts so made available by the Lenders in accordance with the applicable currencyBorrowing Request and the Accounts Agreement. Unless the Administrative Agent shall have has been notified by any Lender prior to the applicable date of any such the Borrowing that such Lender does not intend to make available to the Administrative Agent its such Lender’s pro rata portion of the Borrowing of any Tranche of Construction Loans or Borrowings to be made Revolving Loans on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowingdate, and the Administrative AgentAgent may (but shall have no obligation to), in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower 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 available such amount to the BorrowerLender, the Administrative Agent shall be entitled to recover such corresponding amount from such LenderLender on demand. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor therefor, the Administrative Agent shall promptly notify the Borrower Borrower, and the Borrower shall immediately be required to pay such corresponding amount to the Administrative Agent in forthwith upon the applicable currencyAdministrative Agent’s demand therefor. The Administrative Agent shall also be entitled to recover on demand from such Lender or the Borrower Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (ia) if paid by such amount is recovered from such Lender, the Overnight Rate or cost to the Administrative Agent of acquiring overnight federal funds at the then applicable rate and (iib) if paid by such amount is recovered from the Borrower, the then-then applicable rate of interest or fees, calculated in accordance with Section 2.8, for the respective Loans. (c) relevant Loans provided for herein. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Credit Agreement, and the Borrower’s obligation to repay the Administrative Agent such corresponding amount pursuant to this Section 3.3 shall cease. Nothing in this Section 2.4 3.3 shall be deemed to relieve any Lender from its obligation to, fulfill its commitments to make any Loan hereunder or to prejudice any rights that which the Borrower may have against any Lender as a result of any default failure by such Lender hereunder (it being understood, however, that no Lender to make Loans hereunder. This Section 3.3 shall be responsible for the failure not apply to Borrowings of any other Lender to fulfill its commitments hereunder)Term Loans or LC Loans.

Disbursement of Funds. (a) No later than 2:00 p.m. (New York City time) on the date specified in each Notice of Borrowing (including Mandatory Borrowings)Borrowing, each Lender made shall make available its pro rata portion, if any, of each Borrowing requested to be made on such date in the manner provided below; provided that on the Original Closing Date, such funds were may be made available at such earlier time as may be agreed among the Lenders, the Borrower Holdings, and the Administrative Agent for the purpose of consummating the Transactions; provided further that all Swingline Loans shall be made available to the Borrower in the full amount thereof by the Swingline Lender no later than 4:00 p.m. (New York City time) on the date requested. (b) Each Lender shall make available all amounts it is to fund to the Borrower under any Borrowing for its applicable Commitments, and in immediately available funds funds, to the Administrative Agent at the Administrative Agent’s Office and the Administrative Agent will (except in the case of Mandatory Borrowings and Borrowings to repay Unpaid Drawings) make available to the Borrower, by depositing to an account designated by Holdings or the Borrower to the Administrative Agent the aggregate of the amounts so made available in the applicable currencyDollars. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any such Borrowing that such Lender does not intend to make available to the Administrative Agent its portion of the Borrowing or Borrowings to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing, and the Administrative Agent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower 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 available such amount to the Borrower, the Administrative Agent shall be entitled to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor the Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent in the applicable currencyDollars. The Administrative Agent shall also be entitled to recover from such Lender or the Borrower interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if paid by such Lender, the Overnight Rate or (ii) if paid by the Borrower, the then-applicable rate of interest or fees, calculated in accordance with Section 2.8, for the respective Loans. (c) Nothing in this Section 2.4 shall be deemed to relieve any Lender from its obligation to, fulfill its commitments hereunder or to prejudice any rights that the Borrower may have against any Lender as a result of any default by such Lender hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to fulfill its commitments hereunder).

Disbursement of Funds. (a) No later than 2:00 p.m. (New York City time) on the date specified in each Notice of Borrowing (including Mandatory Borrowings), each Lender made shall make available its pro rata portion, if any, of each Borrowing requested to be made on such date in the manner provided below; provided that on the Original Closing Date (or if applicable, the RPS Closing Date), such funds were may be made available at such earlier time as may be agreed among the Lenders, the Borrower Holdings and the Administrative Agent for the purpose of consummating the Transactions; provided further provided, further, that all Swingline Loans shall be made available to the Borrower in the full amount thereof by the Swingline Lender no later than 4:00 p.m. (New York City time) ), on the date requested. (b) Each Lender shall make available all amounts it is to fund to the Borrower under any Borrowing for its applicable Commitments, and in immediately available funds funds, to the Administrative Agent at the Administrative Agent’s Office and the Administrative Agent will (except in the case of Mandatory Borrowings and Borrowings to repay Unpaid Drawings) make available to the Borrower, by depositing to an account designated by Holdings or the Borrower to the Administrative Agent the aggregate of the amounts so made available in the applicable currency. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any such Borrowing that such Lender does not intend to make available to the Administrative Agent its portion of the Borrowing or Borrowings to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing, and the Administrative Agent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower 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 available such amount to the Borrower, the Administrative Agent shall be entitled to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor the Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent in the applicable currency. The Administrative Agent shall also be entitled to recover from such Lender or the Borrower interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if paid by such Lender, the Overnight Rate or (ii) if paid by the Borrower, the then-applicable rate of interest or fees, calculated in accordance with Section 2.8, for the respective Loans. (c) Nothing in this Section 2.4 shall be deemed to relieve any Lender from its obligation to, fulfill its commitments hereunder or to prejudice any rights that the Borrower may have against any Lender as a result of any default by such Lender hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to fulfill its commitments hereunder).

Disbursement of Funds. (a) No later than 2:00 p.m. (New York City time) on the date specified in each Notice of Borrowing (including Mandatory Borrowings), each Lender made will make available its pro rata portion, if any, of each Borrowing requested to be made on such date in the manner provided below; , provided that on the Original Closing Date, such funds were made available at such earlier time as may be agreed among the Lenders, the Borrower and the Administrative Agent for the purpose of consummating the Transactions; provided further that all Swingline Loans shall be made available to the Borrower in the full amount thereof by the Swingline Lender no later than 4:00 3:00 p.m. (New York City time) on the date requested. (b) Each Lender shall make available all amounts it is to fund to the Parent Borrower on behalf of the Borrowers under any Borrowing for its applicable Commitments, and in immediately available funds to the Administrative Agent at the Administrative Agent’s Office and the Administrative Agent will (except in the case of Mandatory Borrowings and Borrowings to repay Unpaid Drawings) make available to the BorrowerParent Borrower on behalf of the Borrowers, by depositing to an account designated by the Parent Borrower on behalf of the Borrowers to the Administrative Agent the aggregate of the amounts so made available in the applicable currencyavailable. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any such Borrowing that such Lender does not intend to make available to the Administrative Agent its portion of the Borrowing or Borrowings to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing, and the Administrative Agent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Parent Borrower on behalf of the Borrowers 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 available such amount to the BorrowerParent Borrower on behalf of the Borrowers, the Administrative Agent shall be entitled to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor the Administrative Agent shall promptly notify the Borrower Borrowers and the Borrower Borrowers shall immediately pay such corresponding amount to the Administrative Agent in the applicable currencyAgent. The Administrative Agent shall also be entitled to recover from such Lender or the Borrower Borrowers interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower Borrowers to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if paid by such Lender, the Overnight Federal Funds Effective Rate or (ii) if paid by the BorrowerBorrowers, the then-applicable rate of interest or fees, calculated in accordance with Section 2.8, for the respective Loans. (c) Nothing in this Section 2.4 shall be deemed to relieve any Lender from its obligation to, to fulfill its commitments hereunder or to prejudice any rights that the any Borrower may have against any Lender as a result of any default by such Lender hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to fulfill its commitments hereunder).

Disbursement of Funds. (a) No later than 2:00 p.m. (New York City time) on the date specified in each Notice of Borrowing (including Mandatory BorrowingsBorrowings and Borrowings of Revolving Credit Loans to reimburse Unpaid Drawings under Revolving Letters of Credit), each Lender made will make available its pro rata portion, if any, of each Borrowing requested to be made on such date in the manner provided below; provided that all Swingline Loans shall be made available in the full amount thereof by the Swingline Lender no later than 3:30 p.m. (New York City time) on the Original date requested; provided, further, that on the Closing Date, such funds were may be made available at such earlier time as may be agreed among the Lenders, the Borrower and the Administrative Agent for the purpose of consummating the Transactions; provided further that all Swingline Loans shall be made available to the Borrower in the full amount thereof by the Swingline Lender no later than 4:00 p.m. (New York City time) on the date requested. (b) Each Lender shall make available all amounts it is to fund to the Borrower under any Borrowing for its applicable Commitments, and Commitments in immediately available funds to the Administrative Agent at the Administrative Agent’s Office in Dollars, and the Administrative Agent will (except in the case of Mandatory Borrowings and Borrowings of Revolving Credit Loans to repay reimburse Unpaid DrawingsDrawings under Revolving Letters of Credit) make available to the Borrower, by depositing to an account designated by the Borrower to the Administrative Agent the aggregate of the amounts so made available in the applicable currencyDollars. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any such Borrowing that such Lender does not intend to make available to the Administrative Agent its portion of the Borrowing or Borrowings to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing, and the Administrative Agent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower 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 available such amount to the Borrower, the Administrative Agent shall be entitled to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor the Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent in the applicable currencyDollars. The Administrative Agent shall also be entitled to recover from such Lender or the Borrower interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if paid by such Lender, the Overnight Rate or (ii) if paid by the Borrower, the then-applicable rate of interest or fees, calculated in accordance with Section 2.8, for the respective Loans. (c) Nothing in this Section 2.4 shall be deemed to relieve any Lender from its obligation to, to fulfill its commitments hereunder or to prejudice any rights that the Borrower may have against any Lender as a result of any default by such Lender hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to fulfill its commitments hereunder).

Disbursement of Funds. (a) No Subject to Section 6, no later than 2:00 p.m. 9:00 a.m. (New York City time) on the date specified in each Notice of Borrowing (including Mandatory Borrowings)Closing Date, each Lender made will make available its pro rata portionportion based on its Commitment, if any, of each Borrowing requested to be made on such date in the manner provided below; provided that on the Original Closing Date, such funds were made available at such earlier time as may be agreed among the Lenders, the Borrower and the Administrative Agent for the purpose of consummating the Transactions; provided further that all Swingline Loans shall be made available to the Borrower in the full amount thereof by the Swingline Lender no later than 4:00 p.m. (New York City time) on the date requested. (b) Each Lender shall make available all amounts it is to fund to the Borrower under any Borrowing for its applicable Commitments, and in immediately available funds to the Administrative Agent at the Administrative Agent’s Office and the Administrative Agent will (except in the case of Mandatory Borrowings and Borrowings to repay Unpaid Drawings) make available to the Borrower, by depositing to an the Borrower’s account designated by the Borrower to at the Administrative Agent Agent’s Office the aggregate of the amounts so made available in the applicable currencyDollars. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any such Borrowing Closing Date that such Lender does not intend to make available to the Administrative Agent its portion of the Borrowing or Borrowings to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowingdate, and the Administrative Agent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower 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 available such amount same to the Borrower, the Administrative Agent shall be entitled to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor the Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent in the applicable currencyAgent. The Administrative Agent shall also be entitled to recover from such Lender or the Borrower interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if paid by such Lender, the Overnight Federal Funds Effective Rate or (ii) if paid by the Borrower, the then-applicable rate of interest or fees, calculated in accordance with Section 2.8, for the respective Loans. (c) Nothing in this Section 2.4 shall be deemed to relieve any Lender from its obligation to, to fulfill its commitments hereunder or to prejudice any rights that the Borrower may have against any Lender as a result of any default by such Lender hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to fulfill its commitments hereunder).

Disbursement of Funds. (a) No later than 2:00 p.m. (New York City time) 12:00 Noon on the date specified in each Notice of Borrowing (including Mandatory Borrowings)Borrowing, each Lender made will make available its pro rata portion, if any, of each Borrowing requested to be made on such date in the manner provided below; provided that on the Original Closing Date, such funds were made available at such earlier time as may be agreed among the Lenders, the Borrower and the Administrative Agent for the purpose of consummating the Transactions; provided further that all Swingline Loans shall be made available to the Borrower in the full amount thereof by the Swingline Lender no later than 4:00 p.m. (New York City time) on the date requested. (b) Each Lender shall make available all amounts it is to fund to the a Borrower under any Borrowing for its applicable Commitments, and in immediately available funds in the relevant currency to the Administrative Agent at the Administrative Agent’s Office and the Administrative Agent will (except in the case of Mandatory Borrowings and Borrowings to repay Unpaid Drawings) make available to the such Borrower, by depositing to an account designated by the such Borrower to the Administrative Agent the aggregate of the amounts so made available in the applicable relevant currency. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any such Borrowing that such Lender does not intend to make available to the Administrative Agent its portion of the Borrowing or Borrowings to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing, and the Administrative Agent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the relevant Borrower 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 available such amount same to the relevant Borrower, the Administrative Agent shall be entitled to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor the Administrative Agent shall promptly notify the Borrower relevant Borrower, and the such Borrower shall immediately pay such corresponding amount to the Administrative Agent in the applicable currencyAgent. The Administrative Agent shall also be entitled to recover from such Lender or the such Borrower interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the relevant Borrower to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if paid by such Lender, the Overnight greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry practice on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing, or (ii) if paid by the Borrower, the then-applicable rate of interest or feesinterest, calculated in accordance with Section 2.8, for the respective relevant Loans. (c) Nothing in this Section 2.4 shall be deemed to relieve any Lender from its obligation to, to fulfill its commitments hereunder or to prejudice any rights that the any Borrower may have against any Lender as a result of any default by such Lender hereunder (it being understood, however, that the obligations of each Lender hereunder are several and no Lender shall be responsible for the failure of any other Lender to fulfill its commitments obligations hereunder).

Disbursement of Funds. (a) No later than 2:00 p.m. (New York City time) on the date specified in each Notice of Borrowing (including Mandatory Borrowings), each Lender made shall make available its pro rata portion, if any, of each Borrowing requested to be made on such date in the manner provided below; provided that on the Original Closing Restatement Effective Date, such funds were may be made available at such earlier time as may be agreed among the Lenders, the Borrower Holdings, and the Administrative Agent for the purpose of consummating the Transactions; provided further provided, further, that all Swingline Loans shall be made available to the Borrower in the full amount thereof by the Swingline Lender no later than 4:00 p.m. (New York City time) on the date requested). (b) Each Lender shall make available all amounts it is to fund to the Borrower under any Borrowing for its applicable Commitments, in Dollars and in immediately available funds funds, to the Administrative Agent at the Administrative Agent’s Office and the Administrative Agent will (except in the case of Mandatory Borrowings and Borrowings to repay Unpaid Drawings) make available to the Borrower, by depositing to an account designated by Holdings or the Borrower to the Administrative Agent the aggregate of the amounts so made available in the applicable currencyDollars. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any such Borrowing that such Lender does not intend to make available to the Administrative Agent its portion of the Borrowing or Borrowings to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing, and the Administrative Agent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower 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 available such amount to the Borrower, the Administrative Agent shall be entitled to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor the Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent in the applicable currencyDollars. The Administrative Agent shall also be entitled to recover from such Lender or the Borrower interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if paid by such Lender, the Overnight Rate or (ii) if paid by the Borrower, the then-applicable rate of interest or fees, calculated in accordance with Section 2.8, for the respective Loans. (c) Nothing in this Section 2.4 shall be deemed to relieve any Lender from its obligation to, fulfill its commitments hereunder or to prejudice any rights that the Borrower may have against any Lender as a result of any default by such Lender hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to fulfill its commitments hereunder).

Disbursement of Funds. (a) No later than 2:00 p.m. 1:00 P.M. (New York City time) on the date specified in each Notice of Borrowing (including Mandatory Borrowings), each Lender made available its pro rata portion, if any, of each Borrowing requested to be made on such date or (x) in the manner provided below; provided that on the Original Closing Datecase of Swingline Loans, such funds were made available at such earlier time as may be agreed among the Lenders, the Borrower and the Administrative Agent for the purpose of consummating the Transactions; provided further that all Swingline Loans shall be made available to the Borrower in the full amount thereof by the Swingline Lender no later than 4:00 p.m. P.M. (New York City time) on the date requested. specified pursuant to Section 2.03(b) or (by) Each in the case of Mandatory Borrowings, no later than 1:00 P.M. (New York City time) on the date specified in Section 2.01(a)), each Lender shall under the respective Tranche, subject to Section 15, will make available all its pro rata portion (determined in accordance with Section 2.07) of each such Borrowing under such Tranche requested to be made on such date. All such amounts it is to fund to will be made available in U.S. Dollars (in the Borrower under any Borrowing for its applicable Commitmentscase of U.S. Dollar Denominated Loans) or in Canadian Dollars (in the case of Canadian Dollar Denominated Loans), as the case may be, and in immediately available funds to the Administrative Agent at the Administrative Agent’s Office Payment Office, and the Administrative Agent will (except in the case of Mandatory Borrowings and Borrowings to repay Unpaid Drawings) make available to the Borrower, by depositing to an account designated by relevant Borrower or Borrowers at the Borrower to the Administrative Agent Payment Office the aggregate of the amounts so made available by the Lenders under the respective Tranche (or in the applicable currencycase of Swingline Loans, the Swingline Lender will make available the full amount thereof). Unless the Administrative Agent shall have been notified by any Lender under the respective Tranche prior to the date of any Borrowing under such Borrowing Tranche that such Lender does not intend to make available to the Administrative Agent its such Lender’s portion of the any Borrowing or Borrowings under such Tranche to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing, Borrowing and the Administrative AgentAgent may (but shall not be obligated to), in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the relevant Borrower or Borrowers 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 available such amount to the BorrowerLender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor therefor, the Administrative Agent shall promptly notify the relevant Borrower or Borrowers, and the relevant Borrower or Borrowers shall immediately promptly (but no later than one Business Day following such notice) pay such corresponding amount to the Administrative Agent in the applicable currencyAgent. The Administrative Agent also shall also be entitled to recover on demand from such Lender or the relevant Borrower or Borrowers, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the relevant Borrower to or Borrowers until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if paid by recovered from such Lender, the Overnight overnight Federal Funds Rate or (or, in the case of Canadian Dollar Denominated Loans, the cost to the Administrative Agent of acquiring overnight funds in Canadian Dollars) for the first three days and at the interest rate otherwise applicable to such Loans for each day thereafter and (ii) if paid by recovered from the Borrowerrelevant Borrower or Borrowers, the then-applicable rate of interest or fees, calculated in accordance with Section 2.8, for applicable to the respective Loans. (c) Borrowing, as determined pursuant to Section 2.08. Nothing in this Section 2.4 2.04(a) shall be deemed to relieve any Lender under a Tranche from its obligation to, fulfill its commitments to make Loans hereunder under such Tranche or to prejudice any rights that the which any Borrower may have against any Lender under a Tranche as a result of any default failure by such Lender to make Loans hereunder under such Tranche. Notwithstanding this Section 2.04(a) and subject to the provisions of Section 15, (it being understood, however, that no x) the Fronting Lender shall be responsible for obligated to make each Participating Specified Foreign Currency Lender’s pro rata portion of a Specified Foreign Currency Loan and (y) each Participating Specified Foreign Currency Lender shall not be obligated to make its pro rata portion of a Specified Foreign Currency Loan. (b) Agent Advances made pursuant to Section 2.01(c) shall be subject to periodic settlement as follows: (i) The amount of each Lender’s U.S. Facility RL Percentage or Canadian Facility RL Percentage, as the failure case may be, of Revolving Loans shall be computed weekly (or more frequently in the Administrative Agent’s sole discretion) and shall be adjusted upward or downward on the basis of the amount of outstanding Revolving Loans under such Tranche as of 5:00 P.M. (New York City time) on the last Business Day of each week, or such other period specified by the Administrative Agent (each such date, a “Settlement Date”). The applicable Lenders under a Tranche shall transfer to the Administrative Agent, or the Administrative Agent shall transfer to the applicable Lenders under a Tranche, such amounts as are necessary so that (after giving effect to all such transfers) the amount of Revolving Loans under a Tranche made by each Lender under such Tranche shall be equal to such Lender’s U.S. Facility RL Percentage or Canadian Facility RL Percentage, as the case may be, of the aggregate amount of Revolving Loans under such Tranche outstanding as of such Settlement Date. If a notice from the Administrative Agent of any other such necessary transfer is received by a Lender on or prior to fulfill its commitments hereunder12:00 Noon (New York City time) on any Business Day, then such Lender shall make transfers described above in immediately available funds no later than 3:00 P.M. (New York City time) on the day such notice was received; and if such notice is received by a Lender after 12:00 Noon (New York City time) on any Business Day, such Lender shall make such transfers no later than 1:00 P.M. (New York City time) on the next succeeding Business Day. The obligation of each of the Lenders to transfer such funds shall be irrevocable and unconditional and without recourse to, or without representation or warranty by, the Administrative Agent. Each of the Administrative Agent and each Lender agrees and the Lenders agree to xxxx their respective books and records on each Settlement Date to show at all times the dollar amount of their respective U.S. Facility RL Percentage or Canadian Facility RL Percentage, as the case may be, of the outstanding Revolving Loans under such Tranche on such date. The provisions of this Section 2.04(b) with respect to Specified Foreign Currency Loans of a Participating Specified Foreign Currency Lender shall be subject to the terms of Section 15. (ii) To the extent that the settlement described in preceding clause (i) shall not yet have occurred with respect to any particular Settlement Date, upon any repayment of Revolving Loans under a Tranche by any Borrower prior to such settlement, the Administrative Agent may apply such amounts repaid directly to the amounts that would otherwise be made available by the Administrative Agent pursuant to this Section 2.04(b) under such Tranche. (iii) Because the Administrative Agent on behalf of the Lenders under a Tranche may be advancing and/or may be repaid Revolving Loans under such Tranche prior to the time when such Lenders will actually advance and/or be repaid such Revolving Loans, interest with respect to such Revolving Loans shall be allocated by the Administrative Agent to each such Lender and the Administrative Agent in accordance with the amount of such Revolving Loans actually advanced by and repaid to each such Lender and the Administrative Agent and shall accrue from and including the date such Revolving Loans are so advanced to but excluding the date such Revolving Loans are either repaid by the U.S. Borrowers or the Canadian Borrowers, as the case may be, in accordance with the terms of this Agreement or actually settled by the Administrative Agent or the applicable Lender as described in this Section 2.04(b).

Disbursement of Funds. (a) No later than 2:00 p.m. (New York City time) on the date specified in each Notice of Borrowing (including Mandatory Borrowings), each Lender made shall make available its pro rata portion, if any, of each Borrowing requested to be made on such date in the manner provided below; provided that on the Original Closing Date, such funds were may be made available at such earlier time as may be agreed among the Lenders, the Borrower Holdings and the Administrative Agent for the purpose of consummating the Transactions; provided further provided, further, that all Swingline Loans shall be made available to the Borrower in the full amount thereof by the Swingline Lender no later than 4:00 p.m. (New York City time) ), on the date requested. (b) Each Lender shall make available all amounts it is to fund to the Borrower under any Borrowing for its applicable Commitments, and in immediately available funds funds, to the Administrative Agent at the Administrative Agent’s Office and the Administrative Agent will (except in the case of Mandatory Borrowings and Borrowings to repay Unpaid Drawings) make available to the Borrower, by depositing to an account designated by Holdings or the Borrower to the Administrative Agent the aggregate of the amounts so made available in the applicable currency. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any such Borrowing that such Lender does not intend to make available to the Administrative Agent its portion of the Borrowing or Borrowings to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing, and the Administrative Agent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower 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 available such amount to the Borrower, the Administrative Agent shall be entitled to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor the Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent in the applicable currency. The Administrative Agent shall also be entitled to recover from such Lender or the Borrower interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if paid by such Lender, the Overnight Rate or (ii) if paid by the Borrower, the then-applicable rate of interest or fees, calculated in accordance with Section 2.8, for the respective Loans. (c) Nothing in this Section 2.4 shall be deemed to relieve any Lender from its obligation to, to fulfill its commitments hereunder or to prejudice any rights that the Borrower may have against any Lender as a result of any default by such Lender hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to fulfill its commitments hereunder).

Disbursement of Funds. (a) No later than 2:00 p.m. 12:00 Noon (New York City time) on the date specified in each Notice of Borrowing (including Mandatory Borrowings)Borrowing, each Lender made will make available its pro rata portion, if any, of each Borrowing requested to be made on such date in the manner provided below; provided that on the Original Closing Date, such funds were made available at such earlier time as may be agreed among the Lenders, the Borrower and the Administrative Agent for the purpose of consummating the Transactions; provided further that all Swingline Loans shall be made available to the Borrower in the full amount thereof by the Swingline Lender no later than 4:00 p.m. (New York City time) on the date requested. (b) Each Lender shall make available all amounts it is to fund to the Borrower under any Borrowing for its applicable Commitments, and in immediately available funds to the Administrative Agent at the Administrative Agent’s Office and the Administrative Agent will (except in the case of Mandatory Borrowings and Borrowings to repay Unpaid Drawings) make available to the Borrower, by depositing to an account designated by the Borrower to the Administrative Agent the aggregate of promptly crediting the amounts so made available received, in like funds, to the account of the Borrower designated in the applicable currencyNotice of Borrowing. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any such Borrowing that such Lender does not intend to make available to the Administrative Agent its portion of the Borrowing or Borrowings to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing, and the Administrative Agent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) shall make available to the Borrower 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 available such amount same to the Borrower, the Administrative Agent shall be entitled to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor the Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent in the applicable currencyAgent. The Administrative Agent shall also be entitled to recover from such Lender or the Borrower interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if paid by such Lender, the Overnight Federal Funds Effective Rate or (ii) if paid by the Borrower, the then-applicable rate of interest or fees, calculated in accordance with Section 2.8, for the respective Loans. (c) Nothing in this Section 2.4 shall be deemed to relieve any Lender from its obligation to, to fulfill its commitments hereunder or to prejudice any rights that the Borrower may have against any Lender as a result of any default by such Lender hereunder Xxxxxx xxxxxxxxx (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to fulfill its commitments hereunder).

Disbursement of Funds. (a) No later than 2:00 p.m. (New York City time) 12:00 Noon on the date specified in each the Notice of Borrowing (including Mandatory Borrowings)Borrowing, each Lender made will make available its pro rata portion, if any, portion of each Borrowing the Borrowings requested to be made on such date in the manner provided below; provided that on the Original Closing Date, such funds were made available at such earlier time as may be agreed among the Lenders, the Borrower and the Administrative Agent for the purpose of consummating the Transactions; provided further that all Swingline Loans shall be made available to the Borrower in the full amount thereof by the Swingline Lender no later than 4:00 p.m. (New York City time) on the date requested. (b) Each Unless otherwise agreed by the Company and the Administrative Agent in writing, each Lender shall make available all amounts it is to fund to the Borrower under any Borrowing for its applicable Commitments, and on the Funding Date in immediately available funds in Dollars to the Administrative Agent at the Administrative Agent’s Office and the Administrative Agent will (except in the case of Mandatory Borrowings and Borrowings to repay Unpaid Drawings) make available to the BorrowerBorrowers, by depositing to an account designated by the Borrower Company to the Administrative Agent the aggregate of the amounts so made available in the applicable currencyavailable. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any such Borrowing Funding Date that such Lender does not intend to make available to the Administrative Agent its portion of the Borrowing or Borrowings to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing, and the Administrative Agent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower Borrowers 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 available such amount same to the BorrowerBorrowers, the Administrative Agent shall be entitled to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor the Administrative Agent shall promptly notify the Borrower Borrowers, and the such Borrower shall immediately pay such corresponding amount to the Administrative Agent in the applicable currencyAgent. The Administrative Agent shall also be entitled to recover from such Lender or the such Borrower interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower Borrowers to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if paid by such Lender, the Overnight greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry practice on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing, or (ii) if paid by the Borrower, the then-applicable rate of interest or feesinterest, calculated in accordance with Section 2.8, for the respective relevant Loans. (c) Nothing in this Section 2.4 shall be deemed to relieve any Lender from its obligation to, to fulfill its commitments hereunder or to prejudice any rights that the any Borrower may have against any Lender as a result of any default by such Lender hereunder (it being understood, however, that the obligations of each Lender hereunder are several and no Lender shall be responsible for the failure of any other Lender to fulfill its commitments obligations hereunder).

Disbursement of Funds. (a) No later than 2:00 1:00 p.m. (New York City time) on the date specified in each Notice of Borrowing (including Mandatory Borrowings), each Lender made will make available its pro rata portion, if any, portion of each Borrowing requested to be made on such date in the manner provided below; provided that on the Original Closing Date, such funds were shall be made available at by 10:00 a.m. (New York City time) or such earlier time as may be agreed among the Lenders, the Borrower and the Administrative Agent for the purpose of consummating the Transactions; provided further provided, further, that all Swingline Loans shall be made available to the Borrower in the full amount thereof by the Swingline Lender no later than 4:00 4:30 p.m. (New York City time) on the date requested. (b) Each Lender shall make available all amounts it is to fund to the Borrower under any Borrowing for its applicable Commitments, and in immediately available funds to the Administrative Agent at the Administrative Agent’s Office in Dollars, and the Administrative Agent will (except in the case of Mandatory Borrowings and Borrowings to repay Unpaid Drawings) make available to the Borrower, by depositing or wiring to an account as designated by the Borrower in the Notice of Borrowing to the Administrative Agent the aggregate of the amounts so made available in the applicable currencyDollars. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any such Borrowing (or, with respect to an ABR Loan, the date of such Borrowing prior to 1:00 p.m. (New York City time)) that such Lender does not intend to make available to the Administrative Agent its portion of the Borrowing or Borrowings to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing, and the Administrative Agent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower 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 available such amount to the Borrower, the Administrative Agent shall be entitled to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor the Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent in the applicable currencyDollars. The Administrative Agent shall also be entitled to recover from such Lender or the Borrower Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if paid by such Lender, the Overnight Rate or (ii) if paid by the Borrower, the then-applicable rate of interest or fees, calculated in accordance with Section 2.8, for the respective Loans. (c) Nothing in this Section 2.4 shall be deemed to relieve any Lender from its obligation to, to fulfill its commitments hereunder or to prejudice any rights that the Borrower may have against any Lender as a result of any default by such Lender hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to fulfill its commitments hereunder). (d) If a payment or other transmittal of funds is made by the Administrative Agent (or one of its Affiliates) to a Lender or Issuing Bank in error (whether known to the applicable Lender or Issuing Bank or not) (as determined by the Administrative Agent in its sole discretion) or if a Lender or Issuing Bank otherwise erroneously or mistakenly receives funds from the Administrative Agent (or one of its Affiliates), in each case in relation to this Agreement (as determined by the Administrative Agent in its sole discretion), then the Administrative Agent shall be entitled to recover such amount from such Lender or Issuing Bank, and such Lender or Issuing Bank shall forthwith upon the Administrative Agent’s written demand therefor (accompanied by a reasonably detailed calculation of the amount in question), repay to the Administrative Agent the portion of such payment or other transmittal of funds that was made in error or that was otherwise erroneously or mistakenly received by such Lender or Issuing Bank (as determined by the Administrative Agent in its sole discretion) (such portion, an “Erroneous Payment”) in the amount and currency so received by such Lender or Issuing Bank. The Administrative Agent (or its Affiliate) shall also be entitled to recover from such Lender or Issuing Bank interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent (or its Affiliate) to such Lender or Issuing Bank to the date such amount is recovered by the Administrative Agent (or its Affiliate) in Dollars at a rate per annum equal to the Overnight Rate. Each Lender or Issuing Bank party hereto waives any claim of discharge for value or any other claim of entitlement to any Erroneous Payment.

Disbursement of Funds. (a) No later than 2:00 p.m. 11:00 a.m. (New York City time) on the date specified in each Notice of Borrowing (including Mandatory Borrowings), each Lender made available its pro rata portion, if any, of each Borrowing requested to be made on such date in the manner provided below; provided that on the Original Closing Date, such funds were made available at or such earlier time as may be agreed among the Lenders, the Borrower and the Administrative Agent for the purpose of consummating the Transactions; provided further that all Swingline Loans shall be made Transactions each Lender will make available to the Borrower in the full amount thereof by the Swingline Lender no later than 4:00 p.m. (New York City time) on the date its pro rata portion of each Borrowing requested. (b) Each Lender shall make available all amounts it is to fund to the Borrower under any the Borrowing for its applicable Commitments, and in immediately available funds to the Administrative Agent at the Administrative Agent’s Office and the Administrative Agent will (except in the case of Mandatory Borrowings and Borrowings to repay Unpaid Drawings) make available to the Borrower, by depositing to an account designated by the Borrower to the Administrative Agent the aggregate of the amounts so made available in the applicable currencyDollars. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any such the Borrowing that such Lender does not intend to make available to the Administrative Agent its portion of the Borrowing or Borrowings to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such the date of the Borrowing, and the Administrative Agent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower 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 available such amount to the Borrower, the Administrative Agent shall be entitled to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor the Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent in the applicable currencyDollars. The Administrative Agent shall also be entitled to recover from such Lender or the Borrower interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if paid by such Lender, the Overnight Rate or (ii) if paid by the Borrower, the then-applicable rate of interest or fees, calculated in accordance with Section 2.82.8 hereof, for the respective Loans. (c) Nothing in this Section 2.4 shall be deemed to relieve any Lender from its obligation to, fulfill its commitments hereunder or to prejudice any rights that the Borrower may have against any Lender as a result of any default by such Lender hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to fulfill its commitments hereunder).

Disbursement of Funds. (a) No later than 2:00 p.m. (New York City time) on the date specified in each Notice of Borrowing (including Mandatory Borrowings)Borrowing, each Lender made will make available its pro rata portion, if any, portion of each Borrowing requested to be made on such date in the manner provided below; provided that on the Original Closing Date, such funds were shall be made available at by 10:00 a.m. (New York City time) or such earlier time as may be agreed among the Lenders, the Borrower and the Administrative Agent for the purpose of consummating the Transactions; provided further that all Swingline Loans shall be made available to the Borrower in the full amount thereof by the Swingline Lender no later than 4:00 p.m. (New York City time) on the date requested. (b) Each Lender shall make available all amounts it is to fund to the Borrower under any Borrowing for its applicable Commitments, and in immediately available funds to the Administrative Agent at the Administrative Agent’s Office in Dollars, and the Administrative Agent will (except in the case of Mandatory Borrowings and Borrowings to repay Unpaid Drawings) make available to the Borrower, by depositing or wiring to an account (such account to be a Controlled Account on and after the date referred to in Section 9.17(a)(i)) as designated by the Borrower in the Notice of Borrowing to the Administrative Agent the aggregate of the amounts so made available in the applicable currencyDollars. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any such Borrowing (or, with respect to an ABR Loan, the date of such Borrowing prior to 1:00 p.m. (New York City time)) that such Lender does not intend to make available to the Administrative Agent its portion of the Borrowing or Borrowings to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing, and the Administrative Agent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower 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 available such amount to the Borrower, the Administrative Agent shall be entitled to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor the Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent in the applicable currencyDollars. The Administrative Agent shall also be entitled to recover from such Lender or the Borrower Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if paid by such Lender, the Overnight Rate or (ii) if paid by the Borrower, the then-applicable rate of interest or fees, calculated in accordance with Section 2.8, for the respective Loans. (c) Nothing in this Section 2.4 shall be deemed to relieve any Lender from its obligation to, to fulfill its commitments hereunder or to prejudice any rights that the Borrower may have against any Lender as a result of any default by such Lender hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to fulfill its commitments hereunder).

Disbursement of Funds. (a) No later than 2:00 p.m. 12:00 Noon (New York City time) on the date specified in each Notice of Borrowing (including Mandatory Borrowings), each Lender made will make available its pro rata portion, if any, of each Borrowing requested to be made on such date in the manner provided below; , provided that on the Original Closing Date, such funds were made available at such earlier time as may be agreed among the Lenders, the Borrower and the Administrative Agent for the purpose of consummating the Transactions; provided further that all Swingline Loans shall be made available to the Borrower in the full amount thereof by the Swingline Lender no later than 4:00 3:00 p.m. (New York City time) on the date requested. (b) Each Lender shall make available all amounts it is to fund to the Borrower under any Borrowing in the applicable currency for its applicable Commitments, and in immediately available funds to the Administrative Agent at the Administrative Agent’s Office and the Administrative Agent will (except in the case of Mandatory Borrowings and Borrowings to repay Unpaid Drawings) make available to the Borrower, by depositing to an the Borrower’s account designated by the Borrower to at the Administrative Agent Agent’s Office the aggregate of the amounts so made available in Dollars. Each Canadian Lender shall make available all amounts it is to fund to the Canadian Borrower under any Canadian Borrowing in the applicable currencycurrency for its applicable Commitments, and in immediately available funds to the Canadian Administrative Agent at the Canadian Administrative Agent’s Office and the Canadian Administrative Agent will (except in the case of Mandatory Borrowings and Borrowings to repay Unpaid Drawings) make available to the Canadian Borrower, by depositing to the Canadian Borrower’s account (as designated by it in a written notice to the Canadian Administrative Agent from time to time) the aggregate of the amounts so made available in Canadian Dollars or Dollars as applicable. Unless the Administrative Agent and the Canadian Administrative Agent (in the case of Canadian Borrowings) shall have been notified by any Lender prior to the date of any such Borrowing that such Lender does not intend to make available to the Administrative Agent or the Canadian Administrative Agent (in the case of Canadian Borrowings) its portion of the Borrowing or Borrowings to be made on such date, the Administrative Agent or the Canadian Administrative Agent (in the case of Canadian Borrowings) may assume that such Lender has made such amount available to the Administrative Agent or the Canadian Administrative Agent (in the case of Canadian Borrowings) on such date of Borrowing, and the Administrative AgentAgent and the Canadian Administrative Agent (in the case of Canadian Borrowings), in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower or the Canadian Borrower, as the case may be, a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent or the Canadian Administrative Agent (in the case of Canadian Borrowings) by such Lender and the Administrative Agent or the Canadian Administrative Agent (in the case of Canadian Borrowings) has made available such amount same to the Borrower or the Canadian Borrower, as the case may be, the Administrative Agent or the Canadian Administrative Agent (in the case of Canadian Borrowings) shall be entitled to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s or the Canadian Administrative Agent (in the case of Canadian Borrowings) demand therefor the Administrative Agent or the Canadian Administrative Agent (in the case of Canadian Borrowings) shall promptly notify the Borrower or the Canadian Borrower, as the case may be, and the Borrower or the Canadian Borrower, as the case may be, shall immediately pay such corresponding amount to the Administrative Agent or the Canadian Administrative Agent (in the applicable currencycase of Canadian Borrowings). The Administrative Agent or the Canadian Administrative Agent (in the case of Canadian Borrowings) shall also be entitled to recover from such Lender or the Borrower or the Canadian Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to or the Borrower to Canadian Administrative Agent (in the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if paid by such Lender, the Overnight Rate or (ii) if paid by the Borrower, the then-applicable rate case of interest or fees, calculated in accordance with Section 2.8, for the respective Loans. (c) Nothing in this Section 2.4 shall be deemed to relieve any Lender from its obligation to, fulfill its commitments hereunder or to prejudice any rights that the Borrower may have against any Lender as a result of any default by such Lender hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to fulfill its commitments hereunder).Canadian

Disbursement of Funds. (a) No later than 2:00 3:00 p.m. (New York City time) (or 4:00 p.m. (New York City time) in the case of ABR Loans) on the date specified in each Notice of Borrowing (including Mandatory Borrowings)Borrowing, each Lender made shall make available its pro rata portion, if any, of each Borrowing requested to be made on such date in the manner provided below; provided that on the Original Closing Date, such funds were may be made available at such earlier time as may be agreed among the Lenders, the Borrower Borrower, and the Administrative Agent for the purpose of consummating the Transactions; provided further that all Swingline Loans shall be made available to the Borrower in the full amount thereof by the Swingline Lender no later than 4:00 p.m. (New York City time) on the date requested. (b) Each Lender shall make available all amounts it is to fund to the Borrower under any Borrowing for its applicable Commitments, and in immediately available funds funds, to the Administrative Agent at the Administrative Agent’s Office and the Administrative Agent will (except in the case of Mandatory Borrowings and Borrowings to repay Unpaid Drawings) make available to the Borrower, by depositing to an account designated by the Borrower to the Administrative Agent the aggregate of the amounts so made available in the applicable currency. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any such Borrowing that such Lender does not intend to make available to the Administrative Agent its portion of the Borrowing or Borrowings to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing, and the Administrative Agent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower 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 available such amount to the Borrower, the Administrative Agent shall be entitled to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor the Administrative Agent shall promptly notify the Borrower Borrower, and the Borrower shall immediately pay such corresponding amount to the Administrative Agent in the applicable currency. The Administrative Agent shall also be entitled to recover from such Lender or the Borrower interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if paid by such Lender, the Overnight Rate or (ii) if paid by the Borrower, the then-applicable rate of interest or fees, calculated in accordance with Section 2.8, for the respective Loans. (c) Nothing in this Section 2.4 shall be deemed to relieve any Lender from its obligation to, fulfill its commitments hereunder or to prejudice any rights that the Borrower may have against any Lender as a result of any default by such Lender hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to fulfill its commitments hereunder).

Disbursement of Funds. (a) No Subject to the terms and conditions hereof, no later than 2:00 5:00 p.m. (New York City time) on the date specified in each Notice of Borrowing (including Mandatory Borrowings)Borrowing, each Lender made available will make available, through such Lender’s Applicable Lending Office, its pro rata portion, if any, portion of each Borrowing the aggregate amount of the Loans requested to be made on such date date, in the manner provided below; provided that on the Original Closing Date, such funds were made available at such earlier time as may be agreed among the Lenders, the Borrower and the Administrative Agent for the purpose of consummating the Transactions; provided further that all Swingline Loans shall be made available to the Borrower in the full amount thereof by the Swingline Lender no later than 4:00 p.m. (New York City time) on the date requested. (b) Each Lender shall make available all amounts it is to fund to the Borrower under any Borrowing for its applicable Commitments, Dollars and in immediately available funds to at the Administrative Agent at Payment Office of the Administrative Agent’s Office , and the Administrative Agent will (except in the case of Mandatory Borrowings and Borrowings to repay Unpaid Drawings) make available to the Borrower, by depositing to an account designated by the Borrower to the Administrative Agent pay the aggregate of the amounts so made available by the Lenders directly to the bank account of the Borrower as specified by the Borrower in the applicable currencyNotice of Borrowing. Unless the Administrative Agent shall have been notified by any Lender prior to the applicable date of any such the Borrowing that such Lender does not intend to make available to the Administrative Agent its such Lender’s portion of the Borrowing or Borrowings to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowingdate, and the Administrative AgentAgent shall, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower 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 available such amount to the BorrowerLender, the Administrative Agent shall be entitled to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor the Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent in the applicable currencyon demand. The Administrative Agent shall also be entitled to recover on demand from such Lender or the Borrower interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if paid by such Lender, the Overnight Rate or (ii) if paid by cost to the Borrower, Administrative Agent of acquiring overnight federal funds at the then-then applicable rate of interest or fees, calculated in accordance with Section 2.8, for the respective Loans. (c) rate. Nothing in this Section 2.4 shall be deemed to relieve any Lender from its obligation to, fulfill its commitments to make a Loan hereunder or to prejudice any rights that which the Borrower may have against any Lender as a result of any default failure by such Lender hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to fulfill its commitments make Loans hereunder).

Disbursement of Funds. (a) No later than 2:00 p.m. 3:00 P.M. (New York City time) on the date specified in each Notice of Borrowing (including Mandatory Borrowings)Borrowing, each Lender made with a Commitment of the respective Tranche will make available its pro rata portion, if any, portion (determined in accordance with Section 2.07) of each such Borrowing requested to be made on such date in the manner provided below; provided that on the Original Closing Date, date. All such funds were made available at such earlier time as may be agreed among the Lenders, the Borrower and the Administrative Agent for the purpose of consummating the Transactions; provided further that all Swingline Loans shall amounts will be made available to the Borrower in the full amount thereof by the Swingline Lender no later than 4:00 p.m. (New York City time) on the date requested. (b) Each Lender shall make available all amounts it is to fund to the Borrower under any Borrowing for its applicable Commitments, Dollars and in immediately available funds to the Administrative Agent at the Administrative Agent’s Office Payment Office, and the Administrative Agent will (except in the case of Mandatory Borrowings and Borrowings to repay Unpaid Drawings) make available to the Borrower, by depositing to an account designated by applicable Borrower at the Borrower to the Administrative Agent Payment Office the aggregate of the amounts so made available in by the applicable currencyLenders. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any such Borrowing that such Lender does not intend to make available to the Administrative Agent its such Lender’s portion of the any Borrowing or Borrowings to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing, Borrowing and the Administrative AgentAgent may (but shall not be obligated to), in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the applicable Borrower 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 available such amount to the BorrowerLender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor therefor, the Administrative Agent shall promptly notify the applicable Borrower and the applicable Borrower shall immediately pay such corresponding amount to the Administrative Agent in the applicable currencyAgent. The Administrative Agent also shall also be entitled to recover on demand from such Lender or the Borrower applicable Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the applicable Borrower to until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if paid by recovered from such Lender, the Overnight overnight Federal Funds Rate or for the first three days and at the interest rate otherwise applicable to such Loans for each day thereafter and (ii) if paid by recovered from the applicable Borrower, the then-applicable rate of interest or fees, calculated in accordance with Section 2.8, for applicable to the respective Loans. (c) Borrowing, as determined pursuant to Section 2.08. Nothing in this Section 2.4 2.04 shall be deemed to relieve any Lender from its obligation to, fulfill its commitments to make Loans hereunder or to prejudice any rights that which the applicable Borrower may have against any Lender as a result of any default failure by such Lender hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to fulfill its commitments make Loans hereunder).

Disbursement of Funds. (a) No later than 2:00 1:00 p.m. (New York City time) on the date specified in each Notice of Borrowing (including Mandatory Borrowings), each Lender made will make available its pro rata portion, if any, of each Borrowing requested to be made on such date in the manner provided below, provided that all Swingline Loans shall be made available in the full amount thereof by the Swingline Lender no later than 2:00 p.m. (New York City time) on the date requested; provided provided, further, that on the Original Closing Date, such funds were made may be available at such earlier time as may be agreed among the Lenders, the Borrower and the Administrative Agent for the purpose of consummating the Transactions; provided further that all Swingline Loans shall be made available to the Borrower in the full amount thereof by the Swingline Lender no later than 4:00 p.m. (New York City time) on the date requested. (b) Each Lender shall make available all amounts it is to fund to the Parent Borrower on behalf of the Borrowers under any Borrowing for its applicable Commitments, and Commitments in immediately available funds to the Administrative Agent at the Administrative Agent’s Office in Dollars, and the Administrative Agent will (except in the case of Mandatory Borrowings and Borrowings to repay Unpaid Drawings) make available to the BorrowerParent Borrower on behalf of the Borrowers, by depositing to an account designated by the Parent Borrower on behalf of the Borrowers to the Administrative Agent the aggregate of the amounts so made available in the applicable currencyDollars. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any such Borrowing that such Lender does not intend to make available to the Administrative Agent its portion of the Borrowing or Borrowings to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing, and the Administrative Agent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Parent Borrower on behalf of the Borrowers 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 available such amount to the BorrowerParent Borrower on behalf of the Borrowers, the Administrative Agent shall be entitled to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor the Administrative Agent shall promptly notify the Borrower Borrowers and the Borrower Borrowers shall immediately pay such corresponding amount to the Administrative Agent in the applicable currencyDollars. The Administrative Agent shall also be entitled to recover from such Lender or the Borrower Borrowers interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower Borrowers to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if paid by such Lender, the Overnight Rate or (ii) if paid by the BorrowerBorrowers, the then-applicable rate of interest or fees, calculated in accordance with Section 2.8, for the respective Loans. (c) Nothing in this Section 2.4 shall be deemed to relieve any Lender from its obligation to, to fulfill its commitments hereunder or to prejudice any rights that the any Borrower may have against any Lender as a result of any default by such Lender hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to fulfill its commitments hereunder).

Disbursement of Funds. (a) No later than 2:00 p.m. 1:00 P.M. (New York City time) on the date specified in each Notice of Borrowing (including or (x) in the case of Swingline Loans, no later than 4:00 P.M. (New York time) on the date specified pursuant to Section 1.03(b)(i) or (y) in the case of Mandatory Borrowings, no later than 1:00 P.M. (New York time) on the date specified in Section 1.01(c)), each applicable Lender made will make available its pro rata portion, if any, portion (determined in accordance with Section 1.07) of each such Borrowing requested to be made on such date (or in the manner provided below; provided that on the Original Closing Date, such funds were made available at such earlier time as may be agreed among the Lenderscase of Swingline Loans, the Borrower and Swingline Lender will (if it elects to do so) make available the Administrative Agent for the purpose of consummating the Transactions; provided further that all Swingline Loans shall full amount thereof). All such amounts will be made available to the Borrower in the full amount thereof by the Swingline Lender no later than 4:00 p.m. (New York City time) on the date requested. (b) Each Lender shall make available all amounts it is to fund to the Borrower under any Borrowing for its applicable Commitments, Dollars and in immediately available funds to the Administrative Agent at the Administrative Agent’s Office Payment Office, and the Administrative Agent will (will, except in the case of Revolving Loans made pursuant to a Mandatory Borrowings and Borrowings to repay Unpaid Drawings) Borrowing, make available to the Borrower, by depositing to an account designated by Borrower at the Borrower to the Administrative Agent Payment Office the aggregate of the amounts so made available in by the applicable currencyLenders. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any such Borrowing that such Lender does not intend to make available to the Administrative Agent its such Lender’s portion of the any Borrowing or Borrowings to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing, Borrowing and the Administrative AgentAgent may (but shall not be obligated to), in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower 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 available such amount to the BorrowerLender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor therefor, the Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately promptly (but in any event within one Business Day thereafter) pay such corresponding amount to the Administrative Agent in the applicable currencyAgent. The Administrative Agent also shall also be entitled to recover on demand from such Lender or the Borrower Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if paid by recovered from such Lender, the Overnight overnight Federal Funds Rate or for the first three days and at the interest rate otherwise applicable to such Loans for each day thereafter, and (ii) if paid by recovered from the Borrower, the then-applicable rate of interest or fees, calculated in accordance with Section 2.8, for applicable to the respective Loans. (c) Borrowing, as determined pursuant to Section 1.08. Nothing in this Section 2.4 1.04 shall be deemed to relieve any Lender from its obligation to, fulfill its commitments to make Loans hereunder or to prejudice any rights that which the Borrower may have against any Lender as a result of any default failure by such Lender hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to fulfill its commitments make Loans hereunder).

Disbursement of Funds. (a) No later than 2:00 1:00 p.m. (New York City time) on the date specified in each Notice of Borrowing (including Mandatory Borrowings)Borrowing, each Lender made will make available its pro rata portion, if any, portion of each Borrowing requested to be made on such date in the manner provided below; provided that on the Original Closing Effective Date, such funds were shall be made available at by 9:00 a.m. (New York City time) or such earlier time as may be agreed among the Lenders, Lenders and the Borrower and the Administrative Agent for the purpose of consummating the Transactions; provided further that all Swingline Loans shall be made available to the Borrower in the full amount thereof by the Swingline Lender no later than 4:00 p.m. (New York City time) on the date requested. (b) Each Lender shall make available all amounts it is to fund to the Borrower under any Borrowing for its applicable Commitments, and in immediately available funds to the Administrative Agent at the Administrative Agent’s Office in Dollars, and the Administrative Agent will (except in the case of Mandatory Borrowings and Borrowings to repay Unpaid Drawings) make available to the Borrower, by depositing or wiring to an account as designated by the Borrower in the Notice of Borrowing to the Administrative Agent the aggregate amount of the Commitments, provided that on the Effective Date, the Lenders shall deposit all such amounts so made available directly into the Escrow Account, which may then be either (i) released to the First Lien First Out Administrative Agent by the agent thereunder in accordance with the applicable currencyEscrow Agreement in order to repay Indebtedness incurred under the First Lien First Out Facilities at par (and any accrued and unpaid interest due thereon) or (ii) used to repay amounts borrowed hereunder. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any such Borrowing that such Lender does not intend to make available to the Administrative Agent its portion of the Borrowing or Borrowings to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing, and the Administrative Agent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) shall make available to the Borrower 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 available such amount to the BorrowerLender, the Administrative Agent shall be entitled to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor the Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent in the applicable currency. The Administrative Agent shall also be entitled to recover from such Lender or the Borrower interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if paid by such Lender, the Overnight Rate or (ii) if paid by Rate. In no event shall the Borrower, the then-applicable rate of interest or fees, calculated in accordance with Section 2.8, Administrative Agent be responsible for the respective Loansadvancing funds hereunder. (c) Nothing in this Section 2.4 2.5 shall be deemed to relieve any Lender from its obligation to, to fulfill its commitments hereunder or to prejudice any rights that the Borrower may have against any Lender as a result of any default by such Lender hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to fulfill its commitments hereunder).

Disbursement of Funds. (a) No With respect to any Revolving Loan, no later than 2:00 p.m. 1:00 P.M. (New York, New York City time) on the date specified in of each Notice of Borrowing pursuant to the Commitments (including Mandatory Borrowingsother than one resulting from a continuation or conversion pursuant to Section 3.5(c) or (d)), each Lender will make available its Pro Rata Share of the amount of such Borrowing in immediately available funds at the Payment Office of the Agent. The Agent will make available to the Borrower the aggregate of the amounts (if any) so made available its pro rata portionby the Lenders to the Agent in a timely manner by crediting such amounts to the Borrower’s demand deposit account maintained with the Agent or, if anyat the Borrower’s option, by effecting a wire transfer of each Borrowing requested such amounts to be made the Borrower’s account specified by the Borrower, by the close of business on such date in Business Day. In the manner provided below; provided event that on the Original Closing DateLenders do not make such amounts available to the Agent by the time prescribed above, but such amount is received later that day, such funds were made available at such earlier time as amount may be agreed among the Lenders, the Borrower and the Administrative Agent for the purpose of consummating the Transactions; provided further that all Swingline Loans shall be made available credited to the Borrower in the full amount thereof by manner described in the Swingline Lender no later than 4:00 p.m. (New York City time) preceding sentence on the date requestednext Business Day (with interest on such amount to begin accruing hereunder on such next Business Day). (b) Each Lender shall make available all amounts it is to fund to the Borrower under any Borrowing for its applicable Commitments, and in immediately available funds to the Administrative Agent at the Administrative Agent’s Office and the Administrative Agent will (except in the case of Mandatory Borrowings and Borrowings to repay Unpaid Drawings) make available to the Borrower, by depositing to an account designated by the Borrower to the Administrative Agent the aggregate of the amounts so made available in the applicable currency. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any such a Borrowing that such Lender does not intend to make available to the Administrative Agent its portion such Lender’s Pro Rata Share of the Borrowing or Borrowings to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing, and the Administrative Agent, in reliance upon such assumption, Agent may (in its sole discretion and without any obligation to do so) make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender and on the Administrative Agent has made available date of such amount to the BorrowerBorrowing, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such LenderLender together with interest at the Federal Funds Rate. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor therefor, the Administrative Agent shall promptly notify the Borrower Borrower, and the Borrower shall immediately pay such corresponding amount to the Administrative Agent in together with interest at the applicable currency. The Administrative Agent shall also be entitled to recover from such Lender or the Borrower interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if paid by such Lender, the Overnight Rate or (ii) if paid by the Borrower, the then-applicable rate of interest or fees, calculated in accordance with Section 2.8, specified for the respective Loans. (c) Borrowing which includes such amount paid and any amounts due under Section 3.14. Nothing in this Section 2.4 3.6(b) shall be deemed to relieve any Lender from its obligation to, fulfill to fund its commitments Commitment hereunder or to prejudice any rights that which the Borrower may have against any Lender as a result of any default by such Lender hereunder hereunder. (it being understood, however, that no c) All Base Rate Borrowings and Eurodollar Borrowings under the Commitments shall be loaned by the Lenders on the basis of their respective Pro Rata Share. No Lender shall be responsible for any default by any other Lender in its obligations hereunder, and each Lender shall be obligated to make the Revolving Loans provided to be made by it hereunder, regardless of the failure of any other Lender to fulfill fund its commitments Commitment hereunder).

Disbursement of Funds. (a) No later than 2:00 p.m. (New York City time) on the date specified in each Notice of Borrowing (including Mandatory Borrowings)Borrowing, each Lender made shall make available its pro rata portion, if any, of each Borrowing requested to be made on such date in the manner provided below; provided that on the Original Closing Date, such funds were may be made available at such earlier time as may be agreed among the Lenders, the Borrower Borrower, and the Administrative Agent for the purpose of consummating the Transactions; provided further provided, further, that all Swingline same day ABR Loans shall be made available to the Borrower in the full amount thereof by the Swingline Lender Administrative Agent no later than 4:00 p.m. (New York City time) on the date requested). (b) Each Lender shall make available all amounts it is to fund to the Borrower under any Borrowing for its applicable Commitments, and in immediately available funds funds, to the Administrative Agent at the Administrative Agent’s Office Office, and the Administrative Agent will (except in the case of Mandatory Borrowings and Borrowings to repay Unpaid Drawings) make available to the Borrower, by depositing to an account designated by the Borrower to the Administrative Agent the aggregate of the amounts so made available in the applicable currencyDollars. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any such Borrowing that such Lender does not intend to make available to the Administrative Agent its portion of the Borrowing or Borrowings to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing, and the Administrative Agent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender Lender, and the Administrative Agent has made available such amount to the Borrower, the Administrative Agent shall be entitled to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor the Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent in the applicable currencyDollars. The Administrative Agent shall also be entitled to recover from such Lender or the Borrower interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if paid by in the case of such Lender, the Overnight greater of the NYFRB Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation or (ii) if paid by in the case of the Borrower, the then-interest rate applicable rate of interest or feesto ABR Loans. If such Lender pays such amount to the Administrative Agent, calculated then such amount shall constitute such Lender’s Loan included in accordance with Section 2.8, for the respective Loanssuch Borrowing. (c) Nothing in this Section 2.4 shall be deemed to relieve any Lender from its obligation to, to fulfill its commitments hereunder or to prejudice any rights that the Borrower may have against any Lender as a result of any default by such Lender hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to fulfill its commitments hereunder).

Disbursement of Funds. (a) No later than 2:00 p.m. 12:00 Noon (New York City time) (or 3:00 P.M. (New York time) in the case of (x) a Borrowing of Base Rate Loans for which a Notice of Borrowing was given on the date of such Borrowing and (y) a Competitive Bid Borrowing) on the date specified in each Notice of Borrowing (including Mandatory Borrowings)or Notice of Competitive Bid Borrowing, each Lender made will make available its pro rata portionshare, if any, of each such Borrowing requested to be made on such date in the manner provided below; provided that on the Original Closing Date, date. All such funds were made available at such earlier time as may be agreed among the Lenders, the Borrower and the Administrative Agent for the purpose of consummating the Transactions; provided further that all Swingline Loans amounts shall be made available to the Borrower Administrative Agent in the full amount thereof by the Swingline Lender no later than 4:00 p.m. (New York City time) on the date requested. (b) Each Lender shall make available all amounts it is to fund to the Borrower under any Borrowing for its applicable CommitmentsDollars, and in immediately available funds to the Administrative Agent at the Administrative Agent’s Payment Office and the Administrative Agent promptly will (except in the case of Mandatory Borrowings and Borrowings to repay Unpaid Drawings) make available to the Borrower, applicable Borrower by depositing to an the account designated by such Borrower, which account shall be at an institution in the Borrower to same city as the Administrative Agent respective Payment Office, the aggregate of the amounts so made available in the applicable currencytype of funds received. Unless the Administrative Agent shall have been notified by any Lender participating in a Borrowing prior to the date of any such Borrowing that such Lender does not intend to make available to the Administrative Agent its portion of the Borrowing or Borrowings to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing, and the Administrative Agent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the applicable Borrower 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 available such amount same to the applicable Borrower, the Administrative Agent shall be entitled to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s 's demand therefor therefor, the Administrative Agent shall promptly notify the Borrower applicable Borrower, and the such Borrower shall immediately pay such corresponding amount to the Administrative Agent in the applicable currencywithin three Business Days of receipt of such notice unless previously paid by such Lender. The Administrative Agent shall also be entitled to recover on demand from such Lender or such Borrower, as the Borrower case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the such Borrower to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (ix) if paid by such Lender, the Overnight overnight Federal Funds Effective Rate or (iiy) if paid by the such Borrower, the then-then applicable rate of interest or feesinterest, calculated in accordance with Section 2.81.09, for the respective Loans. (cb) Nothing in this Section 2.4 herein shall be deemed to relieve any Lender from its obligation to, to fulfill its commitments hereunder or to prejudice any rights that the which any Borrower may have against any Lender as a result of any default by such Lender hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to fulfill its commitments hereunder).

Disbursement of Funds. (a) No later than 2:00 p.m. (New York City time) 11:00 a.m. on the date specified in each Notice of Borrowing (including Mandatory Borrowings)Borrowing, each Lender made with a Commitment under the respective Facility will make available its pro rata portion, if any, share of each Borrowing requested to be made on such date in the manner provided below; provided that on the Original Closing Date, such funds were made available at such earlier time as may be agreed among the Lenders, the Borrower and the Administrative Agent for the purpose of consummating the Transactions; provided further that all Swingline Loans . All amounts shall be made available to the Borrower Administrative Agent in the full amount thereof by the Swingline Lender no later than 4:00 p.m. (New York City time) on the date requested. (b) Each Lender shall make available all amounts it is to fund to the Borrower under any Borrowing for its applicable Commitments, Dollars and in immediately available funds to the Administrative Agent at the Administrative Agent’s Office Payment Office, and the Administrative Agent promptly will (except in the case of Mandatory Borrowings and Borrowings to repay Unpaid Drawings) make available to the Borrower, Borrower by depositing to an its account designated by at the Borrower to the Administrative Agent Payment Office the aggregate of the amounts so made available in the applicable currencytype of funds received. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any such Borrowing that such Lender does not intend to make available to the Administrative Agent its portion of the Borrowing or Borrowings to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing, and the Administrative Agent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower 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 available such amount same to the Borrower, the Administrative Agent shall be entitled to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor therefor, the Administrative Agent shall promptly notify the Borrower Borrower, and the Borrower shall immediately pay such corresponding amount to the Administrative Agent in the applicable currencyAgent. The Administrative Agent shall also be entitled to recover from such Lender or the Borrower Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (ix) if paid by such Lender, the Overnight overnight Federal Funds Effective Rate or (iiy) if paid by the Borrower, the then-then applicable rate of interest or feesinterest, calculated in accordance with Section 2.8, for the respective Loans. (cb) Nothing in this Section 2.4 herein shall be deemed to relieve any Lender from its obligation to, to fulfill its commitments hereunder or to prejudice any rights that which the Borrower may have against any Lender as a result of any default by such Lender hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to fulfill its commitments hereunder).

Disbursement of Funds. (a) No later than 2:00 1:00 p.m. (New York City time) on the date specified in each Notice of Borrowing (including Mandatory Borrowings), each Lender made will make available its pro rata portion, if any, portion of each Borrowing requested to be made on such date in the manner provided below; provided that on the Original Closing Date, such funds were shall be made available at by 10:00 a.m. (New York City time) or such earlier time as may be agreed among the Lenders, the Borrower and the Administrative Agent for the purpose of consummating the Transactions; provided further that all Swingline Loans shall be made available to the Borrower in the full amount thereof by the Swingline Lender no later than 4:00 3:30 p.m. (New York City time) on the date requested.. 715000788 12406500715000788 12406500 (b) Each Lender shall make available all amounts it is to fund to the Borrower under any Borrowing for its applicable Commitments, and in immediately available funds to the Administrative Agent at the Administrative Agent’s Office in Dollars, and the Administrative Agent will (except in the case of Mandatory Borrowings and Borrowings to repay Unpaid Drawings) make available to the Borrower, by depositing or wiring to an account as designated by the Borrower in the Borrowing Notice to the Administrative Agent the aggregate of the amounts so made available in the applicable currencyDollars. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any such Borrowing that such Lender does not intend to make available to the Administrative Agent its portion of the Borrowing or Borrowings to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing, and the Administrative Agent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower 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 available such amount to the Borrower, the Administrative Agent shall be entitled to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor the Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent in the applicable currencyDollars. The Administrative Agent shall also be entitled to recover from such Lender or the Borrower Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if paid by such Lender, the Overnight Rate or (ii) if paid by the Borrower, the then-applicable rate of interest or fees, calculated in accordance with Section 2.8, for the respective Loans. (c) Nothing in this Section 2.4 shall be deemed to relieve any Lender from its obligation to, to fulfill its commitments hereunder or to prejudice any rights that the Borrower may have against any Lender as a result of any default by such Lender hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to fulfill its commitments hereunder).

Disbursement of Funds. (a) No later than 2:00 p.m. (New York City time) 12:00 Noon Local Time on the date specified in each Notice of Borrowing (including Mandatory Borrowings), each Lender made will make available its pro rata portion, if any, of each Borrowing requested to be made on such date in the manner provided below; , provided that on the Original Closing Date, such funds were made available at such earlier time as may be agreed among the Lenders, the Borrower all Multi-Currency Singapore Dollar Swingline Loans and the Administrative Agent for the purpose of consummating the Transactions; provided further that all Malaysian Ringgit Swingline Loans shall be made available to the Borrower in the full amount thereof by the applicable Swingline Lender no later than 4:00 3:00 p.m. (New York City Hong Kong time) on the date requested. (b) Each Lender shall make available all amounts it is to fund to the applicable Borrower under any Borrowing for its applicable Commitments, and in immediately available funds to the applicable Administrative Agent at the such Administrative Agent’s Office and the such Administrative Agent will (except in the case of Mandatory Borrowings and Borrowings to repay Unpaid Drawings) make available to the applicable Borrower, by depositing to an such Borrower’s account designated by the Borrower to the at such Administrative Agent Agent’s Office the aggregate of the amounts so made available in the applicable currencyU.S. Dollars. Unless the applicable Administrative Agent shall have been notified by any Lender prior to the date of any such Borrowing that such Lender does not intend to make available to the such Administrative Agent its portion of the Borrowing or Borrowings to be made on such date, the such Administrative Agent may assume that such Lender has made such amount available to the such Administrative Agent on such date of Borrowing, and the such Administrative Agent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the applicable Borrower a corresponding amount. If such corresponding amount is not in fact made available to the such Administrative Agent by such Lender and the such Administrative Agent has made available such amount same to the applicable Borrower, the such Administrative Agent shall be entitled to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the such Administrative Agent’s demand therefor the such Administrative Agent shall promptly notify the applicable Borrower and the such Borrower shall immediately pay such corresponding amount to the such Administrative Agent in the applicable currencyAgent. The Such Administrative Agent shall also be entitled to recover from such Lender or the such Borrower interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the such Administrative Agent to the such Borrower to the date such corresponding amount is recovered by the such Administrative Agent, at a rate per annum equal to (i) if paid by such Lender, the Overnight Federal Funds Effective Rate or (ii) if paid by the such Borrower, the then-applicable rate of interest or fees, calculated in accordance with Section 2.8, for the respective Loans. (c) Nothing in this Section 2.4 shall be deemed to relieve any Lender from its obligation to, to fulfill its commitments hereunder or to prejudice any rights that the Borrower Borrowers may have against any Lender as a result of any default by such Lender hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to fulfill its commitments hereunder).

Disbursement of Funds. (a) No later than 2:00 p.m. 1:00 P.M. (New York City time) on the date specified in each Notice of Borrowing (including Mandatory Borrowings), each Lender made available its pro rata portion, if any, of each Borrowing requested to be made on such date or (x) in the manner provided below; provided that on the Original Closing Datecase of Swingline Loans, such funds were made available at such earlier time as may be agreed among the Lenders, the Borrower and the Administrative Agent for the purpose of consummating the Transactions; provided further that all Swingline Loans shall be made available to the Borrower in the full amount thereof by the Swingline Lender no later than 4:00 p.m. 2:00 P.M. (New York City time) on the date requested. specified pursuant to Section 2.03(b)(i) or (by) Each in the case of Mandatory RL Borrowings, no later than 1:00 P.M. (New York City time) on the date specified in Section 2.01(c)),, each Lender shall with a Commitment will make available all its pro rata portion (determined in accordance with Section 2.07) of each such Borrowing requested to be made on such date (or in the case of Swingline Loans, the Swingline Lender will make available the full amount thereof). All such amounts it is to fund to the Borrower under any Borrowing for its applicable Commitments, will be made available in U.S. Dollars and in immediately available funds to the Administrative Agent at the Administrative Agent’s Office Payment Office, and the Administrative Agent will (will, except in the case of Revolving Loans made pursuant to a Mandatory Borrowings and Borrowings to repay Unpaid Drawings) RL Borrowing, make available to the Borrower, by depositing to an account designated by Borrower at the Borrower to the Administrative Agent Payment Office the aggregate of the amounts so made available in by the applicable currencyLenders. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any such Borrowing that such Lender does not intend to make available to the Administrative Agent its such Lender’s portion of the any Borrowing or Borrowings to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing, Borrowing and the Administrative AgentAgent may (but shall not be obligated to), in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower 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 available such amount to the BorrowerLender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor therefor, the Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent in the applicable currencyAgent. The Administrative Agent also shall also be entitled to recover on demand from such Lender or the Borrower interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if paid by recovered from such Lender, the Overnight overnight Federal Funds Rate or for the first three days and at the interest rate otherwise applicable to such Loans for each day thereafter and (ii) if paid by recovered from the Borrower, the then-applicable rate of interest or feesapplicable to the relevant Borrowing, calculated in accordance with as determined pursuant to Section 2.8, for the respective Loans. (c) 2.08. Nothing in this Section 2.4 2.04 shall be deemed to relieve any Lender from its obligation to, fulfill its commitments to make Loans hereunder or to prejudice any rights that which the Borrower may have against any Lender as a result of any default failure by such Lender hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to fulfill its commitments make Loans hereunder).

Disbursement of Funds. (a) No later than 2:00 p.m. (New York City time) on the date specified in each Notice of Borrowing (including Mandatory BorrowingsBorrowings and Borrowings to reimburse Unpaid Drawings under Letters of Credit), each Lender made will make available its pro rata portion, if any, of each Borrowing requested to be made on such date in the manner provided below; provided that on the Original Closing Date (or with respect to any Incremental Facilities, on the relevant Incremental Facility Closing Date), such funds were may be made available at such earlier time as may be agreed among the relevant Lenders, the Borrower and the Administrative Agent for the purpose of consummating the Transactions; provided further provided, further, that all Swingline Loans shall be made available to the Borrower in the full amount thereof by the Swingline Lender no later than 4:00 3:30 p.m. (New York City time) on the date requested. (b) Each Lender shall make available all amounts it is to fund to the Borrower under any Borrowing for its applicable Commitments, and Commitments in immediately available funds to the Administrative Agent at the Administrative Agent’s Office and the Administrative Agent will (except in the case of Mandatory Borrowings and Borrowings to repay Unpaid DrawingsDrawings under Letters of Credit) make available to the Borrower, by depositing to an account designated by the Borrower to the Administrative Agent in writing, the aggregate of the amounts so made available in the applicable currencyDollars. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any such Borrowing that such Lender does not intend to make available to the Administrative Agent its portion of the Borrowing or Borrowings to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing, and the Administrative Agent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower 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 available such amount same to the Borrower, the Administrative Agent shall be entitled to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor therefor, the Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent in the applicable currencyAgent. The Administrative Agent shall also be entitled to recover from such Lender or the Borrower Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower Borrower, to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if paid by such Lender, the Overnight Federal Funds Effective Rate or (ii) if paid by the Borrower, the then-applicable rate of interest or feesinterest, calculated in accordance with Section 2.8, for the respective Loans. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent. The Swingline Lender shall make available all amounts it is to fund to the Borrower under any Borrowing of Swingline Loans in immediately available funds to the Borrower by depositing to an account designated by the Borrower to the Swingline Lender in writing. (c) Nothing in this Section 2.4 shall be deemed to relieve any Lender from its obligation to, to fulfill its commitments hereunder or to prejudice any rights that the Borrower may have against any Lender as a result of any default by such Lender hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to fulfill its commitments hereunder) (d) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the Letter of Credit Issuer hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the Letter of Credit Issuer, as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders or the Letter of Credit Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or the Letter of Credit Issuer, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the Federal Funds Effective Rate.

Disbursement of Funds. (a) No later than 2:00 p.m. (New York City time) on the date specified in each Notice of Borrowing (including Mandatory BorrowingsBorrowings of Revolving Loans to reimburse Unpaid Drawings under Revolving Letters of Credit), each Lender made will make available its pro rata portion, if any, of each Borrowing requested to be made on such date in the manner provided below; provided that on the Original Closing Date, such funds were made available at such earlier time as may be agreed among the Lenders, the Borrower and the Administrative Agent for the purpose of consummating the Transactions; provided further that all Swingline Loans shall be made available to the Borrower in the full amount thereof by the Swingline Lender no later than 4:00 p.m. (New York City time) on the date requested. (b) Each Lender shall make available all amounts it is to fund to the Borrower required under any Borrowing for its applicable Commitments, and Commitments in immediately available funds to the Administrative Agent at the Administrative Agent’s Office in Dollars, and the Administrative Agent will (except in the case of Mandatory Borrowings and Borrowings of Revolving Loans to repay reimburse Unpaid DrawingsDrawings under Revolving Letters of Credit) make available to the Borrower, by depositing to an account designated by the Borrower to the Administrative Agent the aggregate of the amounts so made available in the applicable currencyDollars. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any such Borrowing that such Lender does not intend to make available to the Administrative Agent its portion of the Borrowing or Borrowings to be made on such date, the Administrative Agent may assume that such Lender Xxxxxx has made such amount available to the Administrative Agent on such date of Borrowing, and the Administrative Agent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower 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 available such amount to the Borrower, the Administrative Agent shall be entitled to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor the Administrative Agent shall promptly notify the Borrower in writing and the Borrower shall immediately pay such corresponding amount to the Administrative Agent in the applicable currencyDollars. The Administrative Agent shall also be entitled to recover from such Lender or the Borrower interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if paid by such Lender, the Overnight Rate or (ii) if paid by the Borrower, the then-applicable rate of interest or fees, calculated in accordance with Section 2.8, for Loans of the respective Loansapplicable Class. (c) Nothing in this Section 2.4 shall be deemed to relieve any Lender from its obligation to, to fulfill its commitments hereunder or to prejudice any rights that the Borrower may have against any Lender as a result of any default by such Lender hereunder Xxxxxx xxxxxxxxx (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to fulfill its commitments hereunder).

Disbursement of Funds. (a) No later than 2:00 p.m. P.M. (New York City Pacific time) on (i) the Closing Date, each Initial Term Loan Lender will make available its pro rata portion (determined based upon its Initial Term Loan Commitment) of the borrowing of Initial Term Loans requested to be made, (ii) the Second Amendment Effective Date, each 2016 Term Loan Lender will make available its pro rata portion (determined based upon its 2016 Term Loan Commitment) of the borrowing of 2016 Term Loans requested to be made and (iii(iii) the Third Amendment Effective Date, each 2016 Acquisition Term Loan Lender will make available its pro rata portion (determined based upon its 2016 Acquisition Term Loan Commitment) of the borrowing of 2016 Acquisition Term Loans requested to be made and (iv) the date specified in each Notice of Borrowing (including Mandatory Borrowings)Revolver Borrowing, each RL Lender made will make available its pro rata portion, if any, portion (determined based upon its RL Commitment) of each Borrowing such borrowing of Revolving Loans requested to be made on such date in the manner provided below; provided that on the Original Closing Date, date. All such funds were made available at such earlier time as may be agreed among the Lenders, the Borrower and the Administrative Agent for the purpose of consummating the Transactions; provided further that all Swingline Loans shall amounts will be made available to the Borrower in the full amount thereof by the Swingline Lender no later than 4:00 p.m. (New York City time) on the date requested. (b) Each Lender shall make available all amounts it is to fund to the Borrower under any Borrowing for its applicable Commitments, Dollars and in immediately available funds to the Administrative Agent at the Administrative Agent’s Office Payment Office, and the Administrative Agent will (except in the case of Mandatory Borrowings and Borrowings to repay Unpaid Drawings) make available to the Borrower, by depositing to an account designated by Borrower at the Borrower to the Administrative Agent Payment Office the aggregate of the amounts so made available in by the applicable currencyLenders. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any such Borrowing borrowing that such Lender does not intend to make available to the Administrative Agent its such Lender’s portion of the Borrowing or Borrowings any borrowing to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing, borrowing and the Administrative AgentAgent may (but shall not be obligated to), in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower 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 available such amount to the BorrowerLender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor therefor, the Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately promptly pay such corresponding amount to the Administrative Agent in the applicable currencyAgent. The Administrative Agent shall also be entitled to recover on demand from such Lender or the Borrower Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if paid by recovered from such Lender, the Overnight overnight Federal Funds Effective Rate or for the first three days and at the interest rate otherwise applicable to such Loans for each day thereafter and (ii) if paid by recovered from the Borrower, the then-applicable rate of interest or fees, calculated in accordance with Section 2.8, for applicable to the respective Loans. (c) borrowing, as determined pursuant to Section 2.06. Nothing in this Section 2.4 2.03 shall be deemed to relieve any Lender from its obligation to, fulfill its commitments to make Loans hereunder or to prejudice any rights that which the Borrower may have against any Lender as a result of any default failure by such Lender hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to fulfill its commitments make Loans hereunder). This Section 2.03 is subject to Section 2.20.

Disbursement of Funds. (a) No later than 2:00 p.m. 12:00 Noon (New York City timeLocal Time) on the date specified in each Notice of Borrowing (including Mandatory Borrowings), each Lender made will make available its pro rata portion, if any, of each Borrowing requested to be made on such date in the manner provided below; provided that on the Original Closing Dateprovided, such funds were made available at such earlier time as may be agreed among the Lenders, the Borrower and the Administrative Agent for the purpose of consummating the Transactions; provided further that all Swingline Loans shall be made available to the Borrower in the full amount thereof by the Swingline Lender no later than 4:00 3:00 p.m. (New York City time) on the date requested. (b) Each Lender shall make available all amounts it is to fund to the Borrower under any Borrowing for its in Dollars or in the applicable CommitmentsForeign Currency, as the case may be, and in immediately available funds to the Administrative Agent at the Administrative Agent’s Office and the Administrative Agent will (except in the case of Mandatory Borrowings and Borrowings to repay Unpaid Drawings) make available to the Borrower, Borrower by depositing to an the Borrower’s account that is designated by the Borrower to the Administrative Agent the aggregate of the amounts so made available in Dollars or in the applicable currencyForeign Currency, as the case may be, and the type of funds received. Unless the Administrative Agent shall have been notified by any Lender prior to the date time of any such Borrowing that such Lender does not intend to make available to the Administrative Agent its portion of the Borrowing or Borrowings to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing, and the Administrative Agent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower 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 available such amount same to the Borrower, the Administrative Agent shall be entitled to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor the Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent in the applicable currencyAgent. The Administrative Agent shall also be entitled to recover from such Lender or the Borrower interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if paid by such Lender, the Overnight Federal Funds Effective Rate or (ii) if paid by the Borrower, the then-applicable rate of interest or feesinterest, calculated in accordance with Section 2.8, for the respective Loans. (c) Nothing in this Section 2.4 shall be deemed to relieve any Lender from its obligation to, to fulfill its commitments hereunder or to prejudice any rights that the Borrower may have against any Lender as a result of any default by such Lender hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to fulfill its commitments hereunder).

Disbursement of Funds. (a) No later than 2:00 1:00 p.m. (New York City Toronto time) on the date specified in each Notice of Borrowing (including Mandatory Borrowings), each Lender made shall make available to the Administrative Agent its pro rata portion, if any, of each Borrowing requested to be made on such date in the manner provided below; provided that on the Original Closing Date, such funds were made available at such earlier time as may be agreed among the Lenders, the Borrower and the Administrative Agent for the purpose of consummating the Transactions; provided further that all Swingline Loans to CGI Borrower shall be made available to the Borrower in the full amount thereof by the Swingline Lender no later than 4:00 p.m. (New York City Toronto time) on and all Swingline Loans to the date requestedSwiss Borrower shall be sent by ACH or wire transfer by the Swingline Lender to an account of the Swiss Borrower designated by the Borrower Representative to the Swingline Lender no later than 4:00 p.m. (Toronto time). (b) Each Lender shall make available all amounts it is to fund to the applicable Borrower under any Borrowing for its applicable Commitments, and in immediately available funds Same Day Funds to the Administrative Agent at the Administrative Agent’s Office (or such other place as the Administrative Agent may request) and the Administrative Agent will (except in the case of Mandatory Borrowings and Borrowings to repay Unpaid Drawings) make available to the applicable Borrower, by depositing to an account or accounts designated by the Borrower Representative to the Administrative Agent the aggregate of the amounts so made available in the Dollars, U.S. Dollars, Euros, Pounds Sterling or any applicable currencyAlternative Currency, as applicable. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any such Borrowing that such Lender does not intend to make available to the Administrative Agent its portion of the Borrowing or Borrowings to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing, and the Administrative Agent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the applicable Borrower 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 available such amount to the applicable Borrower, the Administrative Agent shall be entitled to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor therefor, the Administrative Agent shall promptly notify the Borrower Representative and the Borrower Representative shall immediately pay (or cause to be paid) such corresponding amount to the Administrative Agent in the applicable currencyDollars, U.S. Dollars, Euros or Pounds Sterling, as applicable. The Administrative Agent shall also be entitled to recover from such Lender or the applicable Borrower interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the applicable Borrower to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if paid by such Lender, the Overnight Rate or (ii) if paid by the a Borrower, the then-applicable rate of interest or fees, calculated in accordance with Section 2.8, for the respective Loans. (c) Nothing in this Section 2.4 shall be deemed to relieve any Lender from its obligation to, to fulfill its commitments hereunder or to prejudice any rights that the Borrower Borrowers may have against any Lender as a result of any default by such Lender hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to fulfill its commitments hereunder).

Disbursement of Funds. (a) No later than 2:00 1:00 p.m. (New York City Houston, Texas time) on the date specified in each Notice of Borrowing (including Mandatory Borrowings)Borrowing, each Lender made will make available its pro rata portion, if any, portion of each Borrowing requested to be made on such date in the manner provided below; provided that on the Original Closing Date, such funds were made available at such earlier time as may be agreed among the Lenders, the Borrower and the Administrative Agent for the purpose of consummating the Transactions; provided further that all Swingline Loans shall be made available to the Borrower in the full amount thereof by the Swingline Lender no later than 4:00 p.m. (New York City time) on the date requested. (b) Each Lender shall make available all amounts it is to fund to the Borrower under any Borrowing for its applicable Commitments, and in immediately available funds to the Administrative Agent at the Administrative Agent’s Office in Dollars, and the Administrative Agent will (except in the case of Mandatory Borrowings and Borrowings to repay Unpaid Drawings) make available to the Borrower, by depositing or wiring to an account as designated by the Borrower in the Notice of Borrowing to the Administrative Agent the aggregate of the amounts so made available in the applicable currencyDollars. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any such Borrowing that such Lender does not intend to make available to the Administrative Agent its portion of the Borrowing or Borrowings to be made on such date, the Administrative Agent may assume that such Lender Xxxxxx has made such amount available to the Administrative Agent on such date of Borrowing, and the Administrative Agent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower 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 available such amount to the Borrower, the Administrative Agent shall be entitled to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor the Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent in the applicable currencyDollars. The Administrative Agent shall also be entitled to recover from such Lender or the Borrower Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if paid by such Lender, the Overnight Rate or (ii) if paid by the Borrower, the then-applicable rate of interest or fees, calculated in accordance with Section 2.8, for the respective Loans. (c) Nothing in this Section 2.4 shall be deemed to relieve any Lender from its obligation to, to fulfill its commitments hereunder or to prejudice any rights that the Borrower may have against any Lender as a result of any default by such Lender hereunder Xxxxxx xxxxxxxxx (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to fulfill its commitments hereunder).

Disbursement of Funds. (a) No later than 2:00 p.m. (New York City time) Subject to the terms and conditions hereof, on the date specified in each Notice of Borrowing (including Mandatory Borrowings)Request, each Lender made will make available through such Lender’s Applicable Lending Office its pro rata portion, portion (if any, ) of the aggregate amount of each Borrowing Tranche of Construction Loans or Revolving Loans requested to be made on such date date, in the manner provided below; provided that on the Original Closing Dateeach case, such funds were made available at such earlier time as may be agreed among the Lenders, the Borrower and the Administrative Agent for the purpose of consummating the Transactions; provided further that all Swingline Loans shall be made available to the Borrower by wire transfer in the full amount thereof by the Swingline Lender no later than 4:00 p.m. (New York City time) on the date requested. (b) Each Lender shall make available all amounts it is to fund to the Borrower under any Borrowing for its applicable Commitments, Dollars and in immediately available funds to the Administrative Agent at the Administrative Agent’s Office AA Disbursement Account, and the Administrative Agent will (except in the case of Mandatory Borrowings and Borrowings to repay Unpaid Drawings) make available to the Borrower, by depositing to an account designated by the Borrower to the Administrative Agent deposit the aggregate of the amounts so made available by the Lenders in accordance with the applicable currencyBorrowing Request and the Accounts Agreement. Unless the Administrative Agent shall have has been notified by any Lender prior to the applicable date of any such the Borrowing that such Lender does not intend to make available to the Administrative Agent its such Lender’s pro rata portion of the Borrowing of any Tranche of Construction Loans or Borrowings to be made Revolving Loans on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowingdate, and the Administrative AgentAgent may (but shall have no obligation to), in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower 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 available such amount to the BorrowerLender, the Administrative Agent shall be entitled to recover such corresponding amount from such LenderLender on demand. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor therefor, the Administrative Agent shall promptly notify the Borrower Borrower, and the Borrower shall immediately be required to pay such corresponding amount to the Administrative Agent in forthwith upon the applicable currencyAdministrative Agent’s demand therefor. The Administrative Agent shall also be entitled to recover on demand from such Lender or the Borrower Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (ia) if paid by such amount is recovered from such Lender, the Overnight Rate or cost to the Administrative Agent of acquiring overnight federal funds at the then applicable rate and (iib) if paid by such amount is recovered from the Borrower, the then-then applicable rate of interest or fees, calculated in accordance with Section 2.8, for the respective Loans. (c) relevant Loans provided for herein. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Credit Agreement, and the Borrower’s obligation to repay the Administrative Agent such corresponding amount pursuant to this Section 3.3 shall cease. Nothing in this Section 2.4 3.3 shall be deemed to relieve any Lender from its obligation to, fulfill its commitments to make any Loan hereunder or to prejudice any rights that which the Borrower may have against any Lender as a result of any default failure by such Lender hereunder to make Loans hereunder. This Section 3.3 shall not apply to Borrowings of Term Loans or LC Loans. (it being understoodb) Subject to the terms and conditions hereof, howeveron the Repricing Date, that no each Lender shall be responsible for will make available through such Lender’s Applicable Lending Office its pro rata portion (if any) of the failure of any other Lender Incremental Tranche A Loan Amount by wire transfer in Dollars and in immediately available funds pursuant to fulfill its commitments hereunder)the signed Incremental Tranche A Borrowing Request provided by the Borrower to the Administrative Agent.

Disbursement of Funds. (a) No later than 1:00 P.M. (2:00 p.m. P.M. in the case of Swingline Loans) (New York City time) on the date specified in each Notice of Borrowing (including Mandatory Borrowings)Borrowing, each Lender made Bank will make available its pro rata portion, if any, share of each Borrowing requested to be made on such date (or, in the case of Swingline Loans, Scotiabank shall make available the full amount thereof) in the manner provided below; provided that on the Original Closing Date, such funds were made available at such earlier time . Except as may be otherwise agreed among the Lenders, the Borrower and the Administrative Agent for Agents with respect to the purpose disbursement of consummating funds on the Transactions; provided further that Restatement Effective Date, all Swingline Loans amounts shall be made available to the Borrower Administrative Agent in the full amount thereof by the Swingline Lender no later than 4:00 p.m. (New York City time) on the date requested. (b) Each Lender shall make available all amounts it is to fund to the Borrower under any Borrowing for its applicable Commitments, U.S. dollars and in immediately available funds to the Administrative Agent at the Administrative Agent’s Payment Office and the Administrative Agent promptly will (except in the case of Mandatory Borrowings and Borrowings to repay Unpaid Drawings) make available to the Borrower, Borrower by depositing to an its account designated by at the Borrower to the Administrative Agent Payment Office the aggregate of the amounts so made available in the applicable currencytype of funds received. Unless the Administrative Agent shall have been notified by any Lender Bank prior to the date of any such Borrowing that such Lender Bank does not intend to make available to the Administrative Agent its portion of the Borrowing or Borrowings to be made on such date, the Administrative Agent may assume that such Lender Bank has made such amount available to the Administrative Agent on such date of Borrowing, and the Administrative Agent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower 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 available such amount same to the Borrower, the Administrative Agent shall be entitled to recover such corresponding amount from such LenderBank. If such Lender Bank does not pay such corresponding amount forthwith upon the Administrative Agent’s 's demand therefor therefor, the Administrative Agent shall promptly notify the Borrower Borrower, and the Borrower shall immediately pay such corresponding amount to the Administrative Agent in the applicable currencyAgent. The Administrative Agent shall also be entitled to recover from such Lender Bank or the Borrower Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (ix) if to be paid by such LenderBank, the Overnight customary rate set by the Administrative Agent for the correction of errors among banks for each day during the period consisting of the first three Business Days following such date of availability and thereafter at the Base Rate or (iiy) if to be paid by the Borrower, the then-then applicable rate of interest or feesinterest, calculated in accordance with Section 2.81.08, for the respective Loans. (cb) Nothing in this Section 2.4 herein shall be deemed to relieve any Lender Bank from its obligation to, to fulfill its commitments hereunder to make Loans or to prejudice any rights that the which any Borrower may have against any Lender Bank as a result of any default by such Lender hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to fulfill its commitments Bank hereunder).

Disbursement of Funds. (a) No later than 2:00 the later of 12:00 p.m. (New York City time) on the date specified in each Notice of Borrowing (including Mandatory Borrowings)Borrowings and Borrowings to reimburse Unpaid Drawings under Letters of Credit) and two hours after written notice of such Borrowing is delivered by the Administrative Agent to such Lender, each Lender made will make available its pro rata portion, if any, of each Borrowing requested to be made on such date in the manner provided below; provided that on the Original Closing Date (or, with respect to any Incremental Facilities, on the relevant Incremental Facilities Closing Date), such funds were may be made available at such earlier time as may be agreed among the relevant Lenders, the Borrower and the Administrative Agent for the purpose of consummating the Transactions; provided further provided, further, that all Swingline Loans shall be made available to the Borrower in the full amount thereof by the Swingline Lender no later than 4:00 p.m. (New York City time) on two hours after written notice of such Borrowing is delivered by the date requestedAdministrative Agent to the Swingline Lender. (bi) Each Lender shall make available all amounts it is to fund to the Borrower under any Borrowing for its applicable Commitments, and Commitments in immediately available funds to the Administrative Agent at the Administrative Agent’s Office and the Administrative Agent will (except in the case of Mandatory Borrowings and Borrowings to repay Unpaid DrawingsDrawings under Letters of Credit) make available to the Borrower, Borrower by depositing to an account designated by the Borrower to the Administrative Agent in writing, the aggregate of the amounts so made available in the applicable currencyDollars. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any such Borrowing that such Lender does not intend to make available to the Administrative Agent its portion of the Borrowing or Borrowings to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing, and the Administrative Agent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower 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 available such amount same to the Borrower, the Administrative Agent shall be entitled to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor therefor, the Administrative Agent shall promptly notify the Borrower Borrower, and the Borrower shall immediately pay such corresponding amount to the Administrative Agent in the applicable currencyDollars. The Administrative Agent shall also be entitled to recover from such Lender or the Borrower Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if paid by such Lender, the Overnight Rate Federal Funds Effective Rate, or (ii) if paid by the Borrower, the then-applicable rate of interest or feesinterest, calculated in accordance with Section 2.8, for the respective Loans. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. (ii) The Swingline Lender shall make available all amounts it is to fund to the Borrower under any Borrowing of Swingline Loans in immediately available funds to the Borrower (as specified in the applicable Notice of Borrowing), by depositing to an account designated by the Borrower to the Swingline Lender in writing or otherwise in such Notice of Borrowing, the aggregate of the amount so made available. (c) Nothing in this Section 2.4 2.4, including any payment by the Borrower, shall be deemed to relieve any Lender from its obligation to, to fulfill its commitments hereunder or to prejudice any rights that the Borrower may have against any Lender as a result of any default by such Lender hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to fulfill its commitments hereunder).

Disbursement of Funds. (a) No later than 2:00 1:00 p.m. (New York City time) on the date specified in each Notice of Borrowing (including Mandatory Borrowings), each Lender made will make available its pro rata portion, if any, portion of each Borrowing requested to be made on such date in the manner provided below; provided that on the Original Closing Date, such funds were shall be made available at by 10:00 a.m. (New York City time) or such earlier time as may be agreed among the Lenders, the Borrower and the Administrative Agent for the purpose of consummating the Transactions; provided further provided, further, that all Swingline Loans shall be made available to the Borrower in the full amount thereof by the Swingline Lender no later than 4:00 3:30 p.m. (New York City time) on the date requested. (b) Each Lender shall make available all amounts it is to fund to the Borrower under any Borrowing for its applicable Commitments, and in immediately available funds to the Administrative Agent at the Administrative Agent’s Office in Dollars, and the Administrative Agent will (except in the case of Mandatory Borrowings and Borrowings to repay Unpaid Drawings) make available to the Borrower, by depositing or wiring to an account as designated by the Borrower in the Borrowing Notice to the Administrative Agent the aggregate of the amounts so made available in the applicable currencyDollars. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any such Borrowing (or, with respect to an ABR Loan, the date of such Borrowing prior to 1:00 p.m. (New York City time)) that such Lender does not intend to make available to the Administrative Agent its portion of the Borrowing or Borrowings to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing, and the Administrative Agent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower 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 available such amount to the Borrower, the Administrative Agent shall be entitled to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor the Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent in the applicable currencyDollars. The Administrative Agent shall also be entitled to recover from such Lender or the Borrower Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if paid by such Lender, the Overnight Rate plus any administrative, processing or similar fees customarily charged by the Administrative Agent or (ii) if paid by the Borrower, the then-applicable rate of interest or fees, calculated in accordance with Section 2.8, for the respective Loans. (c) Nothing in this Section 2.4 shall be deemed to relieve any Lender from its obligation to, to fulfill its commitments hereunder or to prejudice any rights that the Borrower may have against any Lender as a result of any default by such Lender hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to fulfill its commitments hereunder).

Disbursement of Funds. (a) No later than (x) 2:00 p.m. P.M. (New York City timelocal time at the Payment Office) on the date specified in each Notice of Borrowing relating to General Revolving Loans, or (including Mandatory Borrowings)y) 2:30 P.M. (local time at the Payment Office) on the date specified in each Notice of Borrowing relating to Swing Line Revolving Loans, each Lender with a Commitment under the Facility under which any Borrowing pursuant to such Notice of Borrowing is to be made will make available its pro rata portionPRO RATA share, if any, of each Borrowing under such Facility requested to be made on such date in the manner provided below; provided that on the Original Closing Date, such funds were made available at such earlier time as may be agreed among the Lenders, the Borrower and the Administrative Agent for the purpose of consummating the Transactions; provided further that all Swingline Loans . All amounts shall be made available to the Borrower Administrative Agent in the full amount thereof by the Swingline Lender no later than 4:00 p.m. (New York City time) on the date requested. (b) Each Lender shall make available all amounts it is to fund to the Borrower under any Borrowing for its applicable Commitments, U.S. dollars and in immediately available funds to the Administrative Agent at the Administrative Agent’s Payment Office and the Administrative Agent promptly will (except in the case of Mandatory Borrowings and Borrowings to repay Unpaid Drawings) make available to the Borrower, Borrower by depositing to an its account designated by at the Borrower to the Administrative Agent Payment Office the aggregate of the amounts so made available in the applicable currencytype of funds received. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any such Borrowing that such Lender does not intend to make available to the Administrative Agent its portion of the Borrowing or Borrowings to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing, and the Administrative Agent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower 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 available such amount same to the Borrower, the Administrative Agent shall be entitled to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s 's demand therefor therefor, the Administrative Agent shall promptly notify the Borrower Borrower, and the Borrower shall immediately pay such corresponding amount to the Administrative Agent in the applicable currencyAgent. The Administrative Agent shall also be entitled to recover from such Lender or the Borrower Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (ix) if paid by such Lender, the Overnight overnight Federal Funds Effective Rate or (iiy) if paid by the Borrower, the then-then applicable rate of interest or feesinterest, calculated in accordance with Section section 2.8, for the respective LoansLoans (but without any requirement to pay any amounts in respect thereof pursuant to section 2.11). (cb) Nothing in this Section 2.4 herein and no subsequent termination of the Commitments pursuant to section 4.2 or 4.3 shall be deemed to relieve any Lender from its obligation to, to fulfill its commitments hereunder and in existence from time to time or to prejudice any rights that which the Borrower may have against any Lender as a result of any default by such Lender hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to fulfill its commitments hereunder).

Disbursement of Funds. (a) No later than 2:00 p.m. 12:00 Noon (New York City time) on the date specified in each Notice of Borrowing (including Mandatory Borrowings)) of Revolving Credit Loans, each Lender made will make available its pro rata portionApplicable Percentage, if any, of each Borrowing of Revolving Credit Loans requested to be made on such date in the manner provided below; provided that on the Original Closing Date, such funds were made available at such earlier time as may be agreed among the Lenders, the Borrower and the Administrative Agent for the purpose of consummating the Transactions; provided further that all Swingline Loans shall be made available to the Borrower in the full amount thereof by the Swingline Lender no . No later than 4:00 3:00 p.m. (New York City time) on the date requestedspecified in each Notice of Borrowing relating to Swingline Loans, the Swingline Lender shall make available to the Borrowers its Swingline Loan to be made on such date, by depositing to the account of RailAmerica (on behalf of the Borrowers) at the Administrative Agent’s office the amount of such Swingline Loan. (b) Each Lender shall make available all amounts it is to fund to the Borrower Borrowers under any Borrowing for its applicable Commitments, and in Dollars in immediately available funds to the Administrative Agent at the Administrative Agent’s Office and the Administrative Agent will (except in the case of Mandatory Borrowings and Borrowings to repay Unpaid DrawingsDrawings and Protective Advances) make available to the BorrowerBorrowers, by depositing to an RailAmerica’s (on behalf of the Borrowers) account designated by the Borrower to at the Administrative Agent Agent’s Office the aggregate of the amounts so made available in the applicable currencyDollars. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any such Borrowing that such Lender does not intend to make available to the Administrative Agent its portion of the Borrowing or Borrowings to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing, and the Administrative Agent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower Borrowers 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 available such amount the same to the BorrowerBorrowers, the Administrative Agent shall be entitled to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor the Administrative Agent shall promptly notify the Borrower Borrowers and the Borrower Borrowers, jointly and severally, shall immediately pay such corresponding amount to the Administrative Agent in the applicable currencyAgent. The Administrative Agent shall also be entitled to recover from such Lender or the Borrower Borrowers, jointly and severally, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower Borrowers to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if paid by such Lender, the Overnight greater of (x) the Federal Funds Effective Rate and (y) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation or (ii) if paid by the BorrowerBorrowers, the then-applicable rate of interest or fees, calculated in accordance with Section 2.8, for the respective ABR Loans. (c) Nothing in this Section 2.4 shall be deemed to relieve any Lender from its obligation to, to fulfill its commitments hereunder or to prejudice any rights that the Borrower Borrowers may have against any Lender as a result of any default by such Lender hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to fulfill its commitments hereunder).

Disbursement of Funds. (a) No later than 2:00 p.m. 12:00 Noon (New York City time) on the date specified in each Notice of Borrowing (including Mandatory Borrowings), each Lender made will make available its pro rata portion, if any, of each Borrowing requested to be made on such date in the manner provided below; provided that on the Original Closing Date, such funds were made available at such earlier time as may be agreed among the Lenders, the Borrower and the Administrative Agent for the purpose of consummating the Transactions; provided further that all Swingline Loans shall be made available to the Borrower in the full amount thereof by the Swingline Lender no later than 4:00 3:00 p.m. (New York City time) on the date requested. (b) Each Lender shall make available all amounts it is to fund to the Borrower under any Borrowing for its applicable Commitments, and in immediately available funds to the Administrative Agent at the Administrative Agent’s Office and the Administrative Agent will (except in the case of Mandatory Borrowings and Borrowings to repay Unpaid Drawings) make available to the Borrower, by depositing to an account designated by the Borrower to the Administrative Agent the aggregate of the amounts so made available in the applicable currencyDollars. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any such Borrowing that such Lender does not intend to make available to the Administrative Agent its portion of the Borrowing or Borrowings to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing, and the Administrative Agent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower 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 available such amount same to the Borrower, the Administrative Agent shall be entitled to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor the Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent in the applicable currencyAgent. The Administrative Agent shall also be entitled to recover from such Lender or the Borrower interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if paid by such Lender, the Overnight Federal Funds Effective Rate or (ii) if paid by the Borrower, the then-applicable rate of interest or fees, calculated in accordance with Section 2.8, for the respective Loans. (c) Nothing in this Section 2.4 shall be deemed to relieve any Lender from its obligation to, to fulfill its commitments hereunder or to prejudice any rights that the Borrower may have against any Lender as a result of any default by such Lender hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to fulfill its commitments hereunder).

Disbursement of Funds. (a) No later than 2:00 1:00 p.m. (New York City Dallas, Texas time) on the date specified in each Notice of Borrowing (including Mandatory Borrowings), each Lender made will make available its pro rata portion, if any, portion of each Borrowing requested to be made on such date in the manner provided below; provided that on the Original Closing Date, such funds were shall be made available at by 10:00 a.m. (Dallas, Texas time) or such earlier time as may be agreed among the Lenders, the Borrower and the Administrative Agent for the purpose of consummating the Transactions; provided further that all Swingline Loans shall be made available to the Borrower in the full amount thereof by the Swingline Lender no later than 4:00 3:30 p.m. (New York City Dallas, Texas time) on the date requested. (b) Each Subject to and upon the terms and conditions herein set forth, each Lender shall make available all amounts it is to fund to the Borrower under any Borrowing for its applicable Commitments, and in immediately available funds to the Administrative Agent at the Administrative Agent’s Office in Dollars, and the Administrative Agent will (except in the case of Mandatory Borrowings and Borrowings to repay Unpaid Drawings) make available to the Borrower, by depositing or wiring to an account as designated by the Borrower in the Notice of Borrowing to the Administrative Agent the aggregate of the amounts so made available in the applicable currencyDollars. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any such Borrowing that such Lender does not intend to make available to the Administrative Agent its portion of the Borrowing or Borrowings to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing, and the Administrative Agent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower 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 available such amount to the Borrower, the Administrative Agent shall be entitled to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor the Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent in the applicable currencyDollars. The Administrative Agent shall also be entitled to recover from such Lender or the Borrower Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if paid by such Lender, the Overnight Rate or (ii) if paid by the Borrower, the then-applicable rate of interest or fees, calculated in accordance with Section 2.8, for the respective Loans. (c) Nothing in this Section 2.4 shall be deemed to relieve any Lender from its obligation to, to fulfill its commitments hereunder or to prejudice any rights that the Borrower may have against any Lender as a result of any default by such Lender hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to fulfill its commitments hereunder).

Disbursement of Funds. (a) No later than 2:00 1:00 p.m. (New York City Toronto time) on the date specified in each Notice of Borrowing (including Mandatory Borrowings), each Lender made shall make available to the Administrative Agent its pro rata portion, if any, of each Borrowing requested to be made on such date in the manner provided below; provided that on the Original Closing Date, such funds were may be made available at such earlier time as may be agreed among the Lenders, the Borrower Representative, and the Administrative Agent for the purpose of consummating the Transactions; provided further provided, further, that all Swingline Loans to CGI Borrower shall be made available to the Borrower in the full amount thereof by the Swingline Lender no later than 4:00 p.m. (New York City Toronto time) on and all Swingline Loans to the date requestedSwiss Borrower shall be sent by ACH or wire transfer by the Swingline Lender to an account of the Swiss Borrower designated by the Borrower Representative to the Swingline Lender no later than 4:00 p.m. (Toronto time). (b) Each Lender shall make available all amounts it is to fund to the applicable Borrower under any Borrowing for its applicable Commitments, and in immediately available funds Same Day Funds to the Administrative Agent at the Administrative Agent’s Office (or such other place as the Administrative Agent may request) and the Administrative Agent will (except in the case of Mandatory Borrowings and Borrowings to repay Unpaid Drawings) make available to the applicable Borrower, by depositing to an account or accounts designated by the Borrower Representative to the Administrative Agent the aggregate of the amounts so made available in the Dollars, U.S. Dollars, Euros or any applicable currencyAlternative Currency, as applicable. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any such Borrowing that such Lender does not intend to make available to the Administrative Agent its portion of the Borrowing or Borrowings to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing, and the Administrative Agent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the applicable Borrower 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 available such amount to the applicable Borrower, the Administrative Agent shall be entitled to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor therefor, the Administrative Agent shall promptly notify the Borrower Representative and the Borrower Representative shall immediately pay (or cause to be paid) such corresponding amount to the Administrative Agent in the applicable currencyDollars, U.S. Dollars or Euros, as applicable. The Administrative Agent shall also be entitled to recover from such Lender or the applicable Borrower interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the applicable Borrower to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if paid by such Lender, the Overnight Rate or (ii) if paid by the a Borrower, the then-applicable rate of interest or fees, calculated in accordance with Section 2.8, for the respective Loans. (c) Nothing in this Section 2.4 shall be deemed to relieve any Lender from its obligation to, to fulfill its commitments hereunder or to prejudice any rights that the Borrower Borrowers may have against any Lender as a result of any default by such Lender hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to fulfill its commitments hereunder).

Disbursement of Funds. (a) No later than 2:00 p.m. (New York City time), in the case of each Borrowing of Term Loans for which all conditions to the making of such Loan set forth in this Agreement have been met prior to 10:00 a.m. (New York time) on the requested date of such Borrowing specified in each the Notice of Borrowing (including Mandatory Borrowings)therefor, each Lender made will make available its pro rata portion, if any, of each such Borrowing requested to be made on such date in the manner provided below; provided that on the Original Closing Date, such funds were made available at such earlier time as may be agreed among the Lenders, the Borrower and the Administrative Agent for the purpose of consummating the Transactions; provided further that all Swingline Loans shall be made available to the Borrower in the full amount thereof by the Swingline Lender no later than 4:00 p.m. (New York City time) on the date requested. (b) Each Lender shall make available all amounts it is to fund to the Borrower under any Borrowing for its applicable CommitmentsBorrowing, and in immediately available funds to the Administrative Agent at the Administrative Agent’s Office , and the Administrative Agent will (except in the case of Mandatory Borrowings and Borrowings to repay Unpaid Drawings) make available to the Borrower, by depositing to in an account designated by the Borrower to the Administrative Agent in writing, the aggregate of the amounts so made available in the applicable currencyDollars. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any such Borrowing that such Lender does not intend to make available to the Administrative Agent its portion of the Borrowing or Borrowings to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing, and the Administrative Agent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower 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 available such amount the same to the Borrower, the Administrative Agent shall be entitled to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor therefor, the Administrative Agent shall promptly notify the Borrower Borrower, and the Borrower shall immediately promptly pay such corresponding amount to the Administrative Agent in the applicable currencyAgent. The Administrative Agent shall also be entitled to recover from such Lender or the Borrower Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower Borrower, to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if paid by such Lender, the Overnight Federal Funds Rate or (ii) if paid by the Borrower, the then-applicable rate of interest or feesinterest, calculated in accordance with Section 2.82.08, applicable to ABR Loans. If the Borrower and such Lender shall pay interest to the Administrative Agent for the respective Loanssame (or a portion of the same) period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. (c) Nothing in this Section 2.4 2.04 shall be deemed to relieve any Lender from its obligation to, to fulfill its commitments hereunder or to prejudice any rights that the Borrower may have against any Lender as a result of any default by such Lender hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to fulfill its commitments hereunder).

Disbursement of Funds. (a) No later than 2:00 p.m. 12:00 Noon (New York City time) on the date specified in each Notice of Borrowing (including Mandatory Borrowings), each Lender made will make available its pro rata portion, if any, of each Borrowing requested to be made on such date in the manner provided below; provided that on the Original Closing Date, such funds were made available at such earlier time as may be agreed among the Lenders, the Borrower and the Administrative Agent for the purpose of consummating the Transactions; provided further that all Swingline Loans shall be made available to the Borrower in the full amount thereof by the Swingline Lender no later than 4:00 p.m. (New York City time) on the date requested. (b) Each Lender shall make available all amounts it is to fund to the Borrower under any Borrowing for its applicable Commitments, and in immediately available funds to the Administrative Agent at the Administrative Agent’s Office and the Administrative Agent will (except in the case of Mandatory Borrowings and Borrowings to repay Unpaid Drawings) make available to the Borrower, by depositing to an account designated by the Borrower to the Administrative Agent the aggregate of the amounts so made available in the applicable currencyDollars. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any such Borrowing that such Lender does not intend to make available to the Administrative Agent its portion of the Borrowing or Borrowings to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing, and the Administrative Agent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower 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 available such amount same to the Borrower, the Administrative Agent shall be entitled to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor the Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent in the applicable currencyAgent. The Administrative Agent shall also be entitled to recover from such Lender or the Borrower interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if paid by such Lender, the Overnight Federal Funds Effective Rate or (ii) if paid by the Borrower, the then-applicable rate of interest or fees, calculated in accordance with Section 2.8, for the respective Loans. (c) Nothing in this Section 2.4 shall be deemed to relieve any Lender from its obligation to, to fulfill its commitments hereunder or to prejudice any rights that the Borrower may have against any Lender as a result of any default by such Lender hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to fulfill its commitments hereunder).

Disbursement of Funds. (a) No later than 1:00 P.M. (2:00 p.m. --------------------- P.M. in the case of Swingline Loans) (New York City time) on the date specified in each Notice of Borrowing (including Mandatory Borrowings)Borrowing, each Lender made with a Commitment under the respective Facility will make available its pro rata portion, if any, share of each --- ---- Borrowing requested to be made on such date in the manner provided below; provided that on the Original Closing Date, such funds were made available at such earlier time as may be agreed among the Lenders, the Borrower and the Administrative Agent for the purpose of consummating the Transactions; provided further that all Swingline Loans . All amounts shall be made available to the Borrower Agent in the full amount thereof by the Swingline Lender no later than 4:00 p.m. (New York City time) on the date requested. (b) Each Lender shall make available all amounts it is to fund to the Borrower under any Borrowing for its applicable Commitments, U.S. dollars and in immediately available funds to the Administrative Agent at the Administrative Agent’s Payment Office and the Administrative Agent promptly will (except in the case of Mandatory Borrowings and Borrowings to repay Unpaid Drawings) make available to the Borrower, Borrower by depositing to an its account designated by at the Borrower to the Administrative Agent Payment Office the aggregate of the amounts so made available in the applicable currencytype of funds received. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any such Borrowing that such Lender does not intend to make available to the Administrative Agent its portion of the Borrowing or Borrowings to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing, and the Administrative Agent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower 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 available such amount same to the Borrower, the Administrative Agent shall be entitled to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s 's demand therefor therefor, the Administrative Agent shall promptly notify the Borrower Borrower, and the Borrower shall immediately pay such corresponding amount to the Administrative Agent in the applicable currencyAgent. The Administrative Agent shall also be entitled to recover from such Lender or the Borrower Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (ix) if paid by such Lender, the Overnight overnight Federal Funds Effective Rate or (iiy) if paid by the Borrower, the then-then applicable rate of interest or feesinterest, calculated in accordance with Section 2.81.8, for the respective Loans. (cb) Nothing in this Section 2.4 herein shall be deemed to relieve any Lender from its obligation to, to fulfill its commitments hereunder or to prejudice any rights that which the Borrower may have against any Lender as a result of any default by such Lender hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to fulfill its commitments hereunder).

Disbursement of Funds. (a) No later than 2:00 p.m. (New York City time) on the date specified in each Notice of Borrowing (including Mandatory Borrowings)Borrowing, each Lender made shall make available its pro rata portionrataportion, if any, of each Borrowing requested to be made on such date in the manner provided below; provided that on the Original Closing Date, such funds were may be made available at such earlier time as may be agreed among the Lenders, the Borrower Holdings, and the Administrative Agent for the purpose of consummating the Transactions; provided further that all Swingline Loans shall be made available to the Borrower in the full amount thereof by the Swingline Lender no later than 4:00 p.m. (New York City time) on the date requested. (b) Each Lender shall make available all amounts it is to fund to the Borrower under any Borrowing for its applicable Commitments, and in immediately available funds funds, to the Administrative Agent at the Administrative Agent’s Office and the Administrative Agent will (except in the case of Mandatory Borrowings and Borrowings to repay Unpaid Drawings) make available to the Borrower, by depositing to an account designated by Holdings or the Borrower to the Administrative Agent the aggregate of the amounts so made available in the applicable currencyDollars. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any such Borrowing that such Lender does not intend to make available to the Administrative Agent its portion of the Borrowing or Borrowings to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing, and the Administrative Agent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower 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 available such amount to the Borrower, the Administrative Agent shall be entitled to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor the Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent in the applicable currencyDollars. The Administrative Agent shall also be entitled to recover from such Lender or the Borrower interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal annumequal to (i) if paid by such Lender, the Overnight Rate or (ii) if paid by the Borrower, the then-applicable rate of interest or fees, calculated in accordance with Section 2.8, for the respective Loans. (c) Nothing in this Section 2.4 shall be deemed to relieve any Lender from its obligation to, fulfill its commitments hereunder or to prejudice any rights that the Borrower may have against any Lender as a result of any default by such Lender hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to fulfill its commitments hereunder).

Disbursement of Funds. (a) No later than 2:00 1:00 p.m. (New York City Central time) on the date specified in each Notice of Borrowing (including Mandatory Borrowings)Borrowing, each Lender made will make available its pro rata portion, if any, portion of each Borrowing requested to be made on such date in the manner provided below; provided that on the Original Closing Date, such funds were shall be made available at by 10:00 a.m. (Central time) or such earlier time as may be agreed among the Lenders, the Borrower and the Administrative Agent for the purpose of consummating the Transactions; provided further that all Swingline Loans shall be made available to the Borrower in the full amount thereof by the Swingline Lender no later than 4:00 p.m. (New York City time) on the date requested. (b) Each Lender shall make available all amounts it is to fund to the Borrower under any Borrowing for its applicable Commitments, and in immediately available funds to the Administrative Agent at the Administrative Agent’s Office in Dollars, and the Administrative Agent will (except in the case of Mandatory Borrowings and Borrowings to repay Unpaid Drawings) make available to the Borrower, by depositing or wiring to an account as designated by the Borrower in the Borrowing Notice to the Administrative Agent the aggregate of the amounts so made available in the applicable currencyDollars. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any such Borrowing that such Lender does not intend to make available to the Administrative Agent its portion of the Borrowing or Borrowings to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing, and the Administrative Agent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower 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 available such amount to the Borrower, the Administrative Agent shall be entitled to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor the Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent in the applicable currencyDollars. The Administrative Agent shall also be entitled to recover from such Lender or the Borrower Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if paid by such Lender, the Overnight Rate or (ii) if paid by the Borrower, the then-applicable rate of interest or fees, calculated in accordance with Section 2.8, for the respective Loans. (c) Nothing in this Section 2.4 shall be deemed to relieve any Lender from its obligation to, to fulfill its commitments hereunder or to prejudice any rights that the Borrower may have against any Lender as a result of any default by such Lender hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to fulfill its commitments hereunder).

Disbursement of Funds. (a) No later than 2:00 p.m. (New York City time) on the date specified in each Notice of Borrowing (including Mandatory Borrowings)Borrowing, each Lender made will make available its pro rata portion, if any, of each Borrowing requested to be made on such date in the manner provided below; provided that that, on the Original Closing Date, such funds were may be made available at such earlier time as may be agreed among the Lenders, the Borrower and the Administrative Agent for the purpose of consummating the Transactions; provided further that all Swingline Loans shall be made available to the Borrower in the full amount thereof by the Swingline Lender no later than 4:00 p.m. (New York City time) on the date requested. (b) Each Lender shall make available all amounts it is to fund to the applicable Borrower under any Borrowing for its applicable Commitments, and in immediately available funds to the Administrative Agent at the Administrative Agent’s Office in Dollars and the Administrative Agent will (except in the case of Mandatory Borrowings and Borrowings to repay Unpaid Drawings) make available to the Borrower, by depositing to an account designated by the Borrower to the Administrative Agent the aggregate of the amounts so made available in the applicable currencyDollars. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any such Borrowing that such Lender does not intend to make available to the Administrative Agent its portion of the Borrowing or Borrowings to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing, and the Administrative Agent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower 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 available such amount to the Borrower, the Administrative Agent shall be entitled to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor the Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent in the applicable currencyDollars. The Administrative Agent shall also be entitled to recover from such Lender or the Borrower interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if paid by such Lender, the Overnight Rate or (ii) if paid by the Borrower, the then-applicable rate of interest or fees, calculated in accordance with Section 2.8, for the respective Loans. (c) Nothing in this Section 2.4 shall be deemed to relieve any Lender from its obligation to, to fulfill its commitments hereunder or to prejudice any rights that the Borrower may have against any Lender as a result of any default by such Lender hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to fulfill its commitments hereunder).

Disbursement of Funds. (a) No later than 2:00 p.m. 1:00 P.M. (New York City --------------------- time) (2:00 P.M. (New York time) in the case of Base Rate Loans made pursuant to same day notice) on the date specified in each Notice of Borrowing (including Mandatory Borrowings)Borrowing, each Lender made with a Commitment under the respective Facility will make available its pro rata portion, if any, --- ---- share of each Borrowing requested to be made on such date in the manner provided below; date, provided that on no proceeds of the Original Closing Date, such funds were C Term Loans-Fixed Rate will be made available at to the Borrower, with the C Term Loans-Fixed Rate to constitute the conversion of the outstanding CoBank Continuing Loans. All such earlier time as may be agreed among the Lenders, the Borrower and the Administrative Agent for the purpose of consummating the Transactions; provided further that all Swingline Loans amounts shall be made available to the Borrower Administrative Agent in the full amount thereof by the Swingline Lender no later than 4:00 p.m. (New York City time) on the date requested. (b) Each Lender shall make available all amounts it is to fund to the Borrower under any Borrowing for its applicable Commitments, Dollars and in immediately available funds to the Administrative Agent at the Administrative Agent’s Payment Office and the Administrative Agent promptly will (except in the case of Mandatory Borrowings and Borrowings to repay Unpaid Drawings) make available to the Borrower, Borrower by depositing to an its account designated by at the Borrower to Payment Office or as otherwise directed in the Administrative Agent applicable Notice of Borrowing the aggregate of the amounts so made available in the applicable currencytype of funds received. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any such Borrowing the proposed incurrence that such Lender does not intend to make available to the Administrative Agent its portion of the Borrowing or Borrowings to be made on such date, the Administrative Agent may assume that such Lender has made such amount available avail able to the Administrative Agent on such date of Borrowingdate, and the Administrative Agent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower 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 available such amount same to the Borrower, the Administrative Agent shall be entitled to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s 's demand therefor therefor, the Administrative Agent shall promptly may notify the Borrower and Borrower, and, upon receipt of such notice, the Borrower shall immediately promptly pay such corresponding amount to the Administrative Agent in the applicable currencyAgent. The Administrative Agent shall also be entitled to recover on demand from such Lender or the Borrower Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (ix) if paid by such Lender, the Overnight overnight Federal Funds Effective Rate or (iiy) if paid by the Borrower, the then-then applicable rate of interest or feesinterest, calculated in accordance with Section 2.81.08, for the respective Loans. (cb) Nothing in this Section 2.4 herein shall be deemed to relieve any Lender from its obligation to, to fulfill its commitments hereunder or to prejudice any rights that which the Borrower may have against any Lender as a result of any default by such Lender hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to fulfill its commitments hereunder).

Disbursement of Funds. (a) No later than 2:00 p.m. 1:00 P.M. (New York City time) (3:00 P.M. (New York time) in the case of Base Rate Loans made pursuant to same day notice) on the date specified in each Notice of Borrowing (including Mandatory Borrowingsor, where applicable, each notice described in Section 1.03(b)(i) or (ii)), each Lender made with a Commitment under the respective Facility will make available its pro rata portion, if any, share of each Borrowing requested to be made on such date (or (x) in the manner provided below; provided that case of Swingline Loans, the Swingline Lender will make available the full amount thereof or (y) in the case of a funding of Incremental B Term Loans on the Original Closing an Incremental B Term Loan Borrowing Date, in an amount equal to such funds were made available at Lender’s Incremental B Term Commitment on such earlier time as may be agreed among the Lenders, the Borrower and the Administrative Agent for the purpose of consummating the Transactions; provided further that all Swingline Loans date). All such amounts shall be made available to the Borrower Administrative Agent in the full amount thereof by the Swingline Lender no later than 4:00 p.m. (New York City time) on the date requested. (b) Each Lender shall make available all amounts it is to fund to the Borrower under any Borrowing for its applicable Commitments, Dollars and in immediately available funds to the Administrative Agent at the Administrative Agent’s Payment Office and the Administrative Agent will (and, except in the case of RF Loans made pursuant to a Mandatory Borrowings and Borrowings to repay Unpaid Drawings) Borrowing, the Administrative Agent promptly will make available to the Borrower, Borrower by depositing to an its account designated by at the Borrower to Payment Office or as otherwise directed in the Administrative Agent applicable Notice of Borrowing the aggregate of the amounts so made available in the applicable currencytype of funds received. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any such Borrowing the proposed incurrence that such Lender does not intend to make available to the Administrative Agent its portion of the Borrowing or Borrowings to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowingdate, and the Administrative Agent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower 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 available such amount same to the Borrower, the Administrative Agent shall be entitled to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor therefor, the Administrative Agent shall promptly may notify the Borrower and Borrower, and, upon receipt of such notice, the Borrower shall immediately promptly pay such corresponding amount to the Administrative Agent in the applicable currencyAgent. The Administrative Agent shall also be entitled to recover on demand from such Lender or the Borrower Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (ix) if paid by such Lender, the Overnight overnight Federal Funds Effective Rate or (iiy) if paid by the Borrower, the then-then applicable rate of interest or feesinterest, calculated in accordance with Section 2.81.08, for the respective Loans. (cb) Nothing in this Section 2.4 herein shall be deemed to relieve any Lender from its obligation to, to fulfill its commitments hereunder or to prejudice any rights that which the Borrower may have against any Lender as a result of any default by such Lender hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to fulfill its commitments hereunder).

Disbursement of Funds. (a) No later than 2:00 p.m. 12:00 Noon (New York City time) on the date specified in each Notice of Borrowing (including Mandatory Borrowings)Borrowing, each Lender made will make available its pro rata portion, if any, share of each Borrowing requested to be made on such date in the manner provided below; provided that on the Original Closing Date, . All such funds were made available at such earlier time as may be agreed among the Lenders, the Borrower and the Administrative Agent for the purpose of consummating the Transactions; provided further that all Swingline Loans amounts shall be made available to the Borrower Administrative Agent in the full amount thereof by the Swingline Lender no later than 4:00 p.m. (New York City time) on the date requested. (b) Each Lender shall make available all amounts it is to fund to the Borrower under any Borrowing for its applicable Commitments, Dollars and in immediately available funds to the Administrative Agent at the Administrative Agent’s Payment Office and the Administrative Agent promptly will (except in the case of Mandatory Borrowings and Borrowings to repay Unpaid Drawings) make available to the Borrower, Borrower by depositing to an its account designated by at the Borrower to the Administrative Agent Payment Office the aggregate of the amounts so made available in the applicable currencyDollars and immediately available funds. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any such Borrowing that such Lender does not intend to make available to the Administrative Agent its portion of the Borrowing or Borrowings to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing, and the Administrative Agent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower 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 available such amount same to the Borrower, the Administrative Agent shall be entitled to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s 's demand therefor therefor, the Administrative Agent shall promptly notify the Borrower Borrower, and the Borrower shall immediately (within two Business Days of receiving such demand) pay such corresponding amount to the Administrative Agent in the applicable currencyAgent. The Administrative Agent shall also be entitled to recover on demand from such Lender or the Borrower Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (ix) if paid by such Lender, the Overnight overnight Federal Funds Effective Rate or (iiy) if paid by the Borrower, the then-then applicable rate of interest or feesinterest, calculated in accordance with Section 2.81.08, for the respective Loans. (cb) Nothing in this Section 2.4 herein shall be deemed to relieve any Lender from its obligation to, to fulfill its commitments hereunder or to prejudice any rights that which the Borrower may have against any Lender as a result of any default by such Lender hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to fulfill its commitments hereunder).

Disbursement of Funds. (a) No later than 2:00 p.m. (New York City time) on the date specified in each Notice of Borrowing (including Mandatory Borrowings)Borrowing, each Lender made shall make available its pro rata portion, if any, of each Borrowing requested to be made on such date in the manner provided below; provided that on the Original Closing Date, such funds were may be made available at such earlier time as may be agreed among the Lenders, the Borrower Borrower, and the Administrative Agent for the purpose of consummating the Transactions; provided further that all Swingline Loans shall be made available to the Borrower in the full amount thereof by the Swingline Lender no later than 4:00 p.m. (New York City time) on the date requested. (b) Each Lender shall make available all amounts it is to fund to the Borrower under any Borrowing for its applicable Commitments, and in immediately available funds funds, to the Administrative Agent at the Administrative Agent’s Office and the Administrative Agent will (except in the case of Mandatory Borrowings and Borrowings to repay Unpaid Drawings) make available to the Borrower, by depositing to an account designated by the Borrower to the Administrative Agent the aggregate of the amounts so made available in the applicable currency. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any such Borrowing that such Lender does not intend to make available to the Administrative Agent its portion of the Borrowing or Borrowings to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing, and the Administrative Agent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower 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 available such amount to the Borrower, the Administrative Agent shall be entitled to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor the Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent in the applicable currency. The Administrative Agent shall also be entitled to recover from such Lender or the Borrower interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if paid by such Lender, the Overnight Rate or (ii) if paid by the Borrower, the then-applicable rate of interest or fees, calculated in accordance with Section 2.8, for the respective Loans. (c) Nothing in this Section 2.4 shall be deemed to relieve any Lender from its obligation to, to fulfill its commitments hereunder or to prejudice any rights that the Borrower may have against any Lender as a result of any default by such Lender hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to fulfill its commitments hereunder).

Disbursement of Funds. (a) No later than 2:00 p.m. 12:00 Noon (New York City time) on the date specified in each Notice of Borrowing (including Mandatory Borrowings)Borrowing, each Lender made will make available its pro rata portion, if any, of each Borrowing requested to be made on such date in the manner provided below; provided that on the Original Closing Date, such funds were made available at such earlier time as may be agreed among the Lenders, the Borrower and the Administrative Agent for the purpose of consummating the Transactions; provided further that all Swingline Loans shall be made available to the Borrower in the full amount thereof by the Swingline Lender no later than 4:00 p.m. (New York City time) on the date requested. (b) Each Lender shall make available all amounts it is to fund to the Borrower under any Borrowing for its applicable Commitments, in Dollars and in immediately available funds to the Administrative Agent at the Administrative Agent’s Office and the Administrative Agent will (except in the case of Mandatory Borrowings and Borrowings to repay Unpaid Drawings) make available to the Borrower, Borrower by depositing to an the Borrower’s account designated by as specified in the Borrower to the Administrative Agent Notice of Borrowing the aggregate of the amounts so made available in Dollars and the applicable currencytype of funds received. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any such Borrowing that such Lender does not intend to make available to the Administrative Agent its portion of the Borrowing or Borrowings to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing, and the Administrative Agent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower 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 available such amount same to the Borrower, the Administrative Agent shall be entitled to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor therefor, the Administrative Agent shall promptly notify the Borrower Borrower, and the Borrower shall immediately pay such corresponding amount to the Administrative Agent in the applicable currencyAgent. The Administrative Agent shall also be entitled to recover from such Lender or the Borrower Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if paid by such Lender, the Overnight Federal Funds Effective Rate or (ii) if paid by the Borrower, the then-applicable rate of interest or feesinterest, calculated in accordance with Section 2.8, for the respective Loans. (c) Nothing in this Section 2.4 shall be deemed to relieve any Lender from its obligation to, to fulfill its commitments hereunder or to prejudice any rights that the Borrower may have against any Lender as a result of any default by such Lender hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to fulfill its commitments hereunder).

Disbursement of Funds. (a) No later than 2:00 p.m. (New York City time) on the date specified in each Notice of Borrowing (including Mandatory Borrowings)Borrowing, each Lender made shall make available its pro rata portion, if any, of each Borrowing requested to be made on such date in the manner provided below; provided that on the Original Closing Date, such funds were may be made available at such earlier time as may be agreed among the Lenders, the Borrower Borrower, and the Administrative Agent for the purpose of consummating the Transactions; provided further provided, further, that all Swingline same day ABR Revolving Loans shall be made available to the Borrower in the full amount thereof by the Swingline Lender Administrative Agent no later than 4:00 p.m. (New York City time) on the date requested). (b) Each Lender shall make available all amounts it is to fund to the Borrower under any Borrowing for its applicable Commitments, and in immediately available funds funds, to the Administrative Agent at the Administrative Agent’s Office and the Administrative Agent will (except in the case of Mandatory Borrowings and Borrowings to repay Unpaid Drawings) make available to the Borrower, by depositing to an account designated by the Borrower to the Administrative Agent the aggregate of the amounts so made available in the applicable currencyDollars. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any such Borrowing that such Lender does not intend to make available to the Administrative Agent its portion of the Borrowing or Borrowings to be made on such date, the Administrative Agent may assume that such Lender Xxxxxx has made such amount available to the Administrative Agent on such date of Borrowing, and the Administrative Agent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower 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 available such amount to the Borrower, the Administrative Agent shall be entitled to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor the Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent in the applicable currencyDollars. The Administrative Agent shall also be entitled to recover from such Lender or the Borrower interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if paid by such Lender, the Overnight Rate or (ii) if paid by the Borrower, the then-applicable rate of interest or fees, calculated in accordance with Section 2.8, for the respective Loans. (c) [Reserved]. (d) Nothing in this Section 2.4 shall be deemed to relieve any Lender from its obligation to, to fulfill its commitments hereunder or to prejudice any rights that the Borrower may have against any Lender as a result of any default by such Lender hereunder Xxxxxx xxxxxxxxx (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to fulfill its commitments hereunder).

Disbursement of Funds. (a) No Except as otherwise specifically provided in the immediately succeeding sentence, no later than 2:00 p.m. 12:00 Noon (New York City time) on the date specified in each Notice of Borrowing (including Mandatory Borrowings)Borrowing, each Lender made will make available its pro rata portion, if any, portion of each such Borrowing requested to be made on such date in the manner provided below; provided that on the Original Closing Date, date. All such funds were made available at such earlier time as may be agreed among the Lenders, the Borrower and the Administrative Agent for the purpose of consummating the Transactions; provided further that all Swingline Loans amounts shall be made available to the Borrower in Dollars (in the full amount thereof by case of Dollar Denominated Loans), Euros (in the Swingline Lender no later than 4:00 p.m. case of Euro Denominated Loans), NOK (New York City timein the case of NOK Denominated Loans) on or Sterling (in the date requested. (b) Each Lender shall make available all amounts it is to fund to case of Sterling Denominated Loans), as the Borrower under any Borrowing for its applicable Commitmentscase may be, and in immediately available funds to the Administrative Agent at the Administrative Agent’s Payment Office and the Administrative Agent will (except in the case of Mandatory Borrowings and Borrowings to repay Unpaid Drawings) make available to the Borrower, Borrower (prior to 1:00 p.m. (New York time) on such day to the extent of funds actually received by depositing to an account designated by the Borrower to the Administrative Agent prior to 12:00 Noon (New York time) on such day) at the Payment Office, in the account specified in the applicable Notice of Borrowing, the aggregate of the amounts so made available in by the applicable currencyLenders. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any such Borrowing that such Lender does not intend to make available to the Administrative Agent its such Lender’s portion of the any Borrowing or Borrowings to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing, Borrowing and the Administrative AgentAgent may (but shall not be obligated to), in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower a corresponding amount. If the Administrative Agent makes such corresponding amount available to the Borrower but such corresponding amount is not in fact made available to the Administrative Agent by such Lender and the Administrative Agent has made available such amount to the BorrowerLender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor therefor, the Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent in the applicable currencyAgent. The Administrative Agent also shall also be entitled to recover on demand from such Lender or the Borrower Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if paid by recovered from such Lender, at the Overnight overnight Federal Funds Rate or for the first three days and at the interest rate otherwise applicable to such Loans for each day thereafter and (ii) if paid by recovered from the Borrower, at the then-applicable rate of interest or fees, calculated in accordance with Section 2.8, for applicable to the respective Loans. (c) Borrowing, as determined pursuant to Section 2.09. Nothing in this Section 2.4 2.04 shall be deemed to relieve any Lender from of its obligation to, fulfill its commitments to make Loans hereunder or to prejudice any rights that the Borrower may have against any Lender as a result of any default by such Lender hereunder (it being understood, however, that no Lender shall be responsible for the Lender’s failure of any other Lender to fulfill its commitments make Loans hereunder).

Disbursement of Funds. (a) No later than 2:00 1:00 p.m. (New York City time) on the date specified in each Notice of Borrowing (including Mandatory Borrowings)Closing Date, each Lender made shall make available its pro rata portion, if any, of each the applicable Borrowing requested to be made on such date in the manner provided below; provided that on the Original Closing Date, such funds were made available at such earlier time as may be agreed among the Lenders, the Borrower and the Administrative Agent for the purpose of consummating the Transactions; provided further that all Swingline Loans shall be made available to the Borrower in the full amount thereof by the Swingline Lender no later than 4:00 p.m. (New York City time) on the date requested. (b) Each applicable Lender shall make available all amounts it is to fund to the Borrower Borrowers under its New Money Commitment (subject to the netting of any Borrowing for its applicable CommitmentsBackstop Premium (as defined in the Fee Letter), New Money Commitment Fee or Rolled Up Commitment Fee pursuant to the Fee Letter), and in immediately available funds funds, to the Administrative Agent at the Administrative Agent’s Office and the Administrative Agent will (except in the case of Mandatory Borrowings and Borrowings to repay Unpaid Drawings) make available such New Money Loans to the Borrower, by depositing to an Parent Borrower for the account designated by the Borrower to the Administrative Agent the aggregate of the amounts so made available Borrowers in the applicable currencyaccordance with Section 2.4(d). Unless the Administrative Agent shall have been notified by any Lender prior to the date of any such Borrowing Closing Date that such Lender does not intend to make available to the Administrative Agent its portion of the Borrowing or Borrowings to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowingthe Closing Date, and the Administrative Agent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower Borrowers 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 available such amount to the BorrowerBorrowers, the Administrative Agent shall be entitled to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor the Administrative Agent shall promptly notify the Borrower Parent Borrower, and the Borrower Borrowers shall immediately pay such corresponding amount to the Administrative Agent in the applicable currency. The Administrative Agent shall also be entitled to recover from such Lender or the Borrower Borrowers interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower Borrowers to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if paid by such Lender, the Overnight Rate or (ii) if paid by the BorrowerBorrowers, the then-applicable rate of interest or fees, calculated in accordance with Section 2.8, for the respective Loans. (c) Nothing in this Section 2.4 shall be deemed to relieve any Lender from its obligation to, to fulfill its commitments hereunder or to prejudice any rights that the Borrower Borrowers may have against any Lender as a result of any default by such Lender hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to fulfill its commitments hereunder). (d) Upon receipt of all requested funds pursuant to Section 2.4(b), the Administrative Agent will promptly (i) in accordance with the Flow of Funds Statement, deduct and apply all fees payable to the Agents on the Closing Date (including in connection with any fronting arrangement) and all fees and expenses of counsel to the Agents, the Lender Advisor and the Specified Lender Advisors (as defined in the DIP Credit Agreement) and the Crossholder Lender Advisors (as defined in the DIP Credit Agreement) and (ii) in accordance with the Flow of Funds Statement, and subject to Section 6, remit to the Parent Borrower for the account of the Borrowers the remaining amounts of the New Money Term Loans as set forth in the Flow of Funds Statement. The Initial Term Loans shall be deemed made by the Lenders when so remitted. For the avoidance of doubt, the full amount of all Initial Term Loans will begin to accrue interest on the Closing Date. (e) For the avoidance of doubt, the Administrative Agent shall have no Commitments to make Loans in its capacity as the Administrative Agent and the Administrative Agent’s requirement to remit the Loan proceeds received from the Lenders in accordance with the provisions hereof shall be limited to the funds that it receives from the Lenders.

Disbursement of Funds. (a) No later than 2:00 p.m. PM (New York City Atlanta, Georgia time) on the date specified in of each Notice of Borrowing Revolving Loan (including Mandatory Borrowingsother than one resulting from a conversion or continuation pursuant to Section 3.01(b)), each Revolving Loan Lender made will make available its pro rata portionRevolving Percentage in immediately available funds at the Payment Office of the Administrative Agent. (b) No later than 2:00 PM (Atlanta, if any, of each Borrowing requested to be made on such date in the manner provided below; provided that Georgia time) on the Original Closing Effective Date, such each Term B Lender will make available its Term B Percentage in immediately available funds were made available at such earlier time as may be agreed among the LendersPayment Office of the Administrative Agent. (c) With respect to the foregoing clauses (a) and (b) of this Section 3.02, the Borrower and (x) the Administrative Agent for will make available to the purpose Borrower the aggregate of consummating the Transactions; provided further that all Swingline Loans shall be amounts (if any) so made available by the Lenders to the Administrative Agent in a timely manner by crediting such amounts to the Borrower's demand deposit account maintained with the Administrative Agent or at the Borrower's option, effecting a wire transfer of such amounts to an account specified by the Borrower, by the close of business on such Business Day and (y) in the event that the Lenders do not make such amounts available to the Administrative Agent by the time prescribed above, but such amount is received later that day, such amount may be credited to the Borrower in the full manner described in the preceding sentence on the next Business Day (with interest on such amount thereof by the Swingline Lender no to begin accruing hereunder on such next Business Day). (d) No later than 4:00 p.m. 3:00 PM (New York City Atlanta, Georgia time) on the date requested. (b) Each of each Swingline Loan, the Swingline Lender shall will make available all amounts it is to fund to the Borrower under any Borrowing for amount of its applicable Commitments, and Swingline Loan in immediately available funds to at the Payment Office of the Administrative Agent at on the Administrative Agent’s Office and the Administrative Agent will date of such Swingline Loan. (except in the case of Mandatory Borrowings and Borrowings to repay Unpaid Drawingse) make available to the Borrower, by depositing to an account designated by the Borrower to the Administrative Agent the aggregate of the amounts so made available in the applicable currency. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any a Borrowing (or, with respect to a Borrowing consisting of Base Rate Advances, prior to 12:00 Noon on the date of such Borrowing Borrowing) that such Lender does not intend to make available to the Administrative Agent its such Lender's portion of the Borrowing or Borrowings to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing, and the Administrative Agent, in reliance upon such assumption, Agent may (in its sole discretion and without any obligation to do so) make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender and on the Administrative Agent has made available such amount to the Borrowerdate of Borrowing, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such LenderLender together with interest at the Federal Funds Rate. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s 's demand therefor therefor, the Administrative Agent shall promptly notify the Borrower Borrower, and the Borrower shall immediately pay such corresponding amount to the Administrative Agent in together with interest at the applicable currency. The Administrative Agent shall also be entitled to recover from such Lender or the Borrower interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if paid by such Lender, the Overnight Rate or (ii) if paid by the Borrower, the then-applicable rate of interest or fees, calculated in accordance with Section 2.8, specified for the respective Loans. (c) Borrowing. Nothing in this Section 2.4 subsection shall be deemed to relieve any Lender from its obligation to, fulfill to fund its commitments Revolving Loan Commitment or Swingline Loans hereunder or to prejudice any rights that which the Borrower may have against any Lender as a result of any default by such Lender hereunder hereunder. (it being understood, however, that no f) All Revolving Loans under the Revolving Loan Commitments shall be loaned by the Lenders on the basis of their respective Revolving Percentages. All Term B Loans under the Term B Loan Commitments shall be loaned by the Lenders on the basis of their respective Term B Percentages. All Swingline Loans shall be loaned by the Swingline Lender. No Lender shall be responsible for any default by any other Lender in its obligations hereunder, and each Lender shall be obligated to make the Loans provided to be made by it hereunder, regardless of the failure of any other Lender to fulfill fund its commitments Commitments or Swingline Loans hereunder).

Disbursement of Funds. (a) No later than 2:00 p.m. (New York City time) on the date specified in each Notice of Borrowing (including Mandatory Borrowings), each Lender made will make available its pro rata portion, if any, of each Borrowing requested to be made on such date in the manner provided below; provided that (i) on the Original Closing Date, such funds were may be made available at such earlier time as may be agreed among the Lenders, the Borrower and the Administrative Agent for the purpose of -62- consummating the Transactions; provided further that Transactions and (ii) all Swingline Loans shall be made available to the Borrower in the full amount thereof by the Swingline Lender no later than 4:00 3:00 p.m. (New York City time) on the date requested. (b) Each Lender shall make available all amounts it is to fund to the Borrower under any Borrowing for its applicable Commitments, and in immediately available funds to the Administrative Agent at the Administrative Agent’s Office in the applicable currency and the Administrative Agent will (except in the case of Mandatory Borrowings and Borrowings to repay Unpaid Drawings) make available to the Borrower, by depositing to an account designated by the Borrower to the Administrative Agent the aggregate of the amounts so made available in the applicable currency. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any such Borrowing that such Lender does not intend to make available to the Administrative Agent its portion of the Borrowing or Borrowings to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing, and the Administrative Agent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower 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 available such amount to the Borrower, the Administrative Agent shall be entitled to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor the Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent in the applicable currency. The Administrative Agent shall also be entitled to recover from such Lender or the Borrower interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if paid by such Lender, the Overnight Rate or (ii) if paid by the Borrower, the then-applicable rate of interest or fees, calculated in accordance with Section 2.8, for the respective Loans. (c) Nothing in this Section 2.4 shall be deemed to relieve any Lender from its obligation to, to fulfill its commitments hereunder or to prejudice any rights that the Borrower may have against any Lender as a result of any default by such Lender hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to fulfill its commitments hereunder).

Disbursement of Funds. (a) No later than 2:00 p.m. (New York City time) on the date specified in each Notice of Borrowing (including Mandatory Borrowings), each Lender made will make available its pro rata portion, if any, of each Borrowing requested to be made on such date in the manner provided below; provided that on the Original Closing Date, such funds were made available at such earlier time as may be agreed among the Lenders, the Borrower and the Administrative Agent for the purpose of consummating the Transactions; provided further that all Swingline Loans shall be made available to the Borrower in the full amount thereof by the Swingline Lender no later than 4:00 3:00 p.m. (New York City time) on the date requested. (b) Each Lender shall make available all amounts it is to fund to the Parent Borrower on behalf of the Borrowers under any Borrowing for its applicable Commitments, and in immediately available funds to the Administrative Agent at the Administrative Agent’s Office and the Administrative Agent will (except in the case of Mandatory Borrowings and Borrowings to repay Unpaid Drawings) make available to the BorrowerParent Borrower on behalf of the Borrowers, by depositing to an account designated by the Parent Borrower on behalf of the Borrowers to the Administrative Agent the aggregate of the amounts so made available in the applicable currencyavailable. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any such Borrowing that such Lender does not intend to make available to the Administrative Agent its portion of the Borrowing or Borrowings to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing, and the Administrative Agent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Parent Borrower on behalf of the Borrowers 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 available such amount to the BorrowerParent Borrower on behalf of the Borrowers, the Administrative Agent shall be entitled to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor the Administrative Agent shall promptly notify the Borrower Borrowers and the Borrower Borrowers shall immediately pay such corresponding amount to the Administrative Agent in the applicable currencyAgent. The Administrative Agent shall also be entitled to recover from such Lender or the Borrower Borrowers interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower Borrowers to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if paid by such Lender, the Overnight Federal Funds Rate or (ii) if paid by the BorrowerBorrowers, the then-applicable rate of interest or fees, calculated in accordance with Section 2.8, for the respective Loans. (c) Nothing in this Section 2.4 shall be deemed to relieve any Lender from its obligation to, to fulfill its commitments hereunder or to prejudice any rights that the any Borrower may have against any Lender as a result of any default by such Lender hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to fulfill its commitments hereunder).

Disbursement of Funds. (a) No later than (i) 2:00 p.m. (New York City time) on ), in the date specified in case of each Borrowing of Delayed Draw Term Loans for which a Notice of Borrowing has been timely delivered in accordance with Section 2.03 (including Mandatory Borrowingsother than for Borrowings on the Closing Date), each Lender made will make available its pro rata portionPro Rata Share, if any, of each the Borrowing requested to be made on such date in the manner provided below; provided that on , and (ii) 5:00 p.m. (New York time), in the Original Closing Datecase of the making of the Initial Term Loan, such funds were made available at such earlier time as may be agreed among if the Lenders, the Borrower and the Administrative Agent for the purpose of consummating the Transactions; provided further that all Swingline Loans shall be made available conditions set forth in Article VI to the Borrower in the full amount thereof by the Swingline Lender no later than effectiveness of this Agreement are met prior to 4:00 p.m. (New York City time) on the date requestedClosing Date, each Lender will make available its Pro Rata Share of the Initial Term Loan in the manner provided below. (b) Each Lender shall make available all amounts it is to fund to the Borrower Borrower, under any Borrowing for its applicable CommitmentsBorrowing, and in immediately available funds to the Administrative Agent at the Administrative Agent’s Office , and the Administrative Agent will (except in the case of Mandatory Borrowings and Borrowings to repay Unpaid Drawings) make available to the Borrower, by depositing to an $21,535,808.07 of the Initial Term Loan and all of the Delayed Draw Term Loan A in the 2019 Convertible Notes Repurchase Blocked Account, and in the case of the remaining Initial Term Loans and Delayed Draw Term Loan B or otherwise with the Administrative Agent’s consent, another account designated by the Borrower to the Administrative Agent in writing, the aggregate of the amounts so made available in the applicable currencyDollars. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any such Borrowing that such Lender does not intend to make available to the Administrative Agent its portion of the Borrowing or Borrowings to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing, and the Administrative Agent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower 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 available such amount the same to the Borrower, the Administrative Agent shall be entitled to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor therefor, the Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately promptly pay such corresponding amount to the Administrative Agent in the applicable currencyAgent. The Administrative Agent shall also be entitled to recover from such Lender or the Borrower Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower Borrower, to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if paid by such Lender, the Overnight Federal Funds Rate or (ii) if paid by the Borrower, the then-applicable rate of interest or feesinterest, calculated in accordance with Section 2.82.08, applicable to ABR Loans. If the Borrower and such Lender shall pay interest to the Administrative Agent for the respective Loanssame (or a portion of the same) period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. (c) Nothing in this Section 2.4 2.04 shall be deemed to relieve any Lender from its obligation to, to fulfill its commitments hereunder or to prejudice any rights that the Borrower may have against any Lender as a result of any default by such Lender hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to fulfill its commitments hereunder).

Disbursement of Funds. (a) No later than 2:00 p.m. 12:00 Noon (New York City time) on the date specified in each Notice of Borrowing (including Mandatory Borrowings), each Lender made will make available its pro rata portion, if any, of each Borrowing requested to be made on such date in the manner provided below; , provided that on the Original Closing Date, such funds were made available at such earlier time as may be agreed among the Lenders, the Borrower and the Administrative Agent for the purpose of consummating the Transactions; provided further that all Swingline Loans shall be made available to the Borrower in the full amount thereof by the Swingline Lender no later than 4:00 3:00 p.m. (New York City time) on the date requested. (b) Each Lender shall make available all amounts it is to fund to the Borrower under any Borrowing for its applicable Commitments, and in immediately available funds to the Administrative Agent at the Administrative Agent’s Office and the Administrative Agent will (except in the case of Mandatory Borrowings and Borrowings to repay Unpaid Drawings) make available to the Borrower, by depositing to an the Borrower’s account designated by the Borrower to at the Administrative Agent Agent’s Office the aggregate of the amounts so made available in the applicable currencyDollars. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any such Borrowing that such Lender does not intend to make available to the Administrative Agent its portion of the Borrowing or Borrowings to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing, and the Administrative Agent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower 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 available such amount same to the Borrower, the Administrative Agent shall be entitled to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor the Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent in the applicable currencyAgent. The Administrative Agent shall also be entitled to recover from such Lender or the Borrower interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if paid by such Lender, the Overnight Federal Funds Effective Rate or (ii) if paid by the Borrower, the then-applicable rate of interest or fees, calculated in accordance with Section 2.8, for the respective Loans. (c) Nothing in this Section 2.4 shall be deemed to relieve any Lender from its obligation to, to fulfill its commitments hereunder or to prejudice any rights that the Borrower may have against any Lender as a result of any default by such Lender hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to fulfill its commitments hereunder).