Common use of Disbursement of Funds Clause in Contracts

Disbursement of Funds. No later than 1:00 P.M. (New York City time) on the date specified in each Notice of Borrowing (or (x) in the case of Swingline Loans, no later than 2:00 P.M. (New York City time) on the date specified pursuant to Section 2.03(b)(i) or (y) 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 with a Commitment will make available 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 will be made available in U.S. Dollars and in immediately available funds at the Payment Office, and the Administrative Agent will, except in the case of Revolving Loans made pursuant to a Mandatory RL Borrowing, make available to the Borrower at the Payment Office the aggregate of the amounts so made available by the Lenders. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any Borrowing that such Lender does not intend to make available to the Administrative Agent such Lender’s portion of 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 and the Administrative Agent may (but shall not be obligated to), in reliance upon such assumption, 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, 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, the Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall 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 until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such Lender, the overnight Federal Funds Rate for the first three days and at the interest rate otherwise applicable to such Loans for each day thereafter and (ii) if recovered from the Borrower, the rate of interest applicable to the relevant Borrowing, as determined pursuant to Section 2.08. Nothing in this Section 2.04 shall be deemed to relieve any Lender from its obligation to make Loans hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any failure by such Lender to make Loans hereunder.

Disbursement of Funds. No later than 1:00 P.M. 12:00 Noon (New York City time) on the date specified in each Notice of Borrowing (or (x) in the case of Swingline Loans, no later than 2:00 P.M. (New York City time) on the date specified pursuant to Section 2.03(b)(i1.03(b)(i) or (y) in the case of Mandatory RL Borrowings, no later than 1:00 P.M. 12:00 Noon (New York City time) on the date specified in Section 2.01(c1.01(c)),, each Lender with a Commitment will make available its pro rata PRO RATA portion (determined in accordance with Section 2.071.07) 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)) in the manner provided below. All such amounts will be made available in U.S. Dollars and in immediately available funds at the Payment OfficeOffice of the Administrative Agent, and the Administrative Agent will, except in the case of Revolving Loans made pursuant to a Mandatory RL Borrowing, will make available to the Borrower at the Payment Office the aggregate of the amounts so made available by the LendersLenders in the type of funds received. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any Borrowing that such Lender does not intend to make available to the Administrative Agent such Lender’s 's portion of any the 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 and the Administrative Agent may (but shall not be obligated to)may, in reliance upon such assumption, 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, 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 's demand therefor, the Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also shall 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 until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such Lender, at the overnight Federal Funds Rate for the first three days and at the interest rate otherwise applicable to such Loans for each day thereafter and (ii) if recovered from the Borrower, the rate of interest applicable to the relevant respective Borrowing, as determined pursuant to Section 2.081.08. Nothing in this Section 2.04 1.04 shall be deemed to relieve any Lender from its obligation to make Loans hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any failure by such Lender to make Loans hereunder.

Disbursement of Funds. No later than 1:00 P.M. (New York City time) on the date specified in each Notice of Borrowing (or (x) in the case of Swingline Loans, no later than 2:00 4:00 P.M. (New York City time) on the date specified pursuant to Section 2.03(b)(i2.02(b)(i) or (y) 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(c2.01(b)),, each Lender with a Commitment will make available its pro rata portion (determined in accordance with Section 2.07) of each such Borrowing requested to be made on such date the Loans (or in the case of Swingline Loans, the Swingline Lender will make available the full amount thereof). All such amounts will be made available in U.S. Dollars and in immediately available funds at the Payment Office, and the Administrative Agent will, except in the case of Revolving Loans made pursuant to a Mandatory RL Borrowing, make available to the Borrower at the Payment Office the aggregate of the amounts so made available by the Lenders. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any Borrowing that such Lender does not intend to make available to the Administrative Agent such Lender’s portion of 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 and the Administrative Agent may (but shall not be obligated to), in reliance upon such assumption, 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, 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, the Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall 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 until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such Lender, the overnight Federal Funds Rate for the first three days and at the interest rate otherwise applicable to such Loans for each day thereafter and (ii) if recovered from the Borrower, the rate of interest applicable to the relevant respective Borrowing, as determined pursuant to Section 2.082.07. Nothing in this Section 2.04 2.03 shall be deemed to relieve any Lender from its obligation to make Loans hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any failure by such Lender to make Loans hereunder.

Disbursement of Funds. No later than 1:00 12:00 P.M. (New York City time) on the date specified in each Notice of Borrowing (or (x) or, in the case of Swingline Loansthe Initial Borrowing Date as permitted pursuant to Section 2.03, no later than 2:00 4:00 P.M. (New York City time) on the date specified pursuant to Section 2.03(b)(i) or (y) 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 with a Commitment will make available 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)date. All such amounts will be made available in U.S. Dollars and in immediately available funds at the Payment Office, and the Administrative Agent will, except in the case of Revolving Loans made pursuant to a Mandatory RL Borrowing, will make available to the Borrower at the Payment Office Office, or to such other account as the Borrower may specify in writing prior to the date of such Borrowing, the aggregate of the amounts so made available by the Lenders. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any Borrowing that such Lender does not intend to make available to the Administrative Agent such Lender’s portion of 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 and the Administrative Agent may (but shall not be obligated to), in reliance upon such assumption, 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, 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, the Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately pay on demand such corresponding amount to the Administrative Agent. The Administrative Agent also shall 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 until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such Lender, the overnight Federal Funds Rate for the first three days and at the interest rate otherwise applicable to such Loans for each day thereafter and (ii) if recovered from the Borrower, the rate of interest applicable to the relevant respective Borrowing, as determined pursuant to Section 2.08. Nothing in this Section 2.04 shall be deemed to relieve any Lender from its obligation to make Loans hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any failure by such Lender to make Loans hereunder.

Disbursement of Funds. No later than 1:00 P.M. (New York City time) on the date specified in each Notice of Borrowing (or (x) in the case of Swingline Loans, no later than 2:00 P.M. (New York City time) on the date specified pursuant to Section 2.03(b)(i) or (y) 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)),Borrowing, each applicable Lender with a Commitment will make available its pro rata portion (determined in accordance with Section 2.071.07) 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)date. All such amounts will be made available in U.S. Dollars and in immediately available funds at the Payment Office, and the Administrative Agent will, except in the case of Revolving Loans made pursuant to a Mandatory RL Borrowing, will make available to the Borrower at the Payment Office the aggregate of the amounts so made available by the applicable Lenders. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any Borrowing that such Lender does not intend to make available to the Administrative Agent such Lender’s portion of 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 and the Administrative Agent may (but shall not be obligated to), in reliance upon such assumption, 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, 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, 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. The Administrative Agent also shall 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 until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such Lender, the overnight Federal Funds Rate for the first three days and at the interest rate otherwise applicable to such Loans for each day thereafter thereafter, and (ii) if recovered from the Borrower, the rate of interest applicable to the relevant respective Borrowing, as determined pursuant to Section 2.081.08. Nothing in this Section 2.04 1.04 shall be deemed to relieve any Lender from its obligation to make Loans hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any failure by such Lender to make Loans hereunder.

Disbursement of Funds. No later than 1:00 P.M. 12:00 Noon (New York City time) on the date specified in each Notice of Borrowing (or (x) in the case of Swingline Loans, no later than 2:00 P.M. (New York City time) on the date specified pursuant to Section 2.03(b)(i) or (y) 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)),Borrowing, each Lender Bank with a Commitment of the respective Tranche will make available its pro rata portion (determined in accordance with Section 2.071.07) 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)date. All such amounts will shall be made available in U.S. Dollars and in immediately available funds at the Payment OfficeOffice of the Agent, and the Administrative Agent will, except in the case of Revolving Loans made pursuant to a Mandatory RL Borrowing, will make available to the Borrower at the Payment Office the aggregate of the amounts so made available by the LendersBanks. Unless the Administrative Agent shall have been notified in writing by any Lender Bank prior to the date of any Borrowing that such Lender Bank does not intend to make available to the Administrative Agent such Lender’s Bank's portion of any Borrowing 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 may (but shall not be obligated to)may, in reliance upon such assumption, make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such LenderBank, 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, the Administrative Agent shall promptly notify the Borrower Borrower, and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also shall be entitled to recover on demand 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 Borrower, until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such LenderBank, the cost to the Agent of acquiring overnight Federal Funds Rate for the first three days and at the interest rate otherwise applicable to such Loans for each day thereafter federal funds and (ii) if recovered from the Borrower, the rate of interest applicable to the relevant respective Borrowing, as determined pursuant to Section 2.081.08. Nothing in this Section 2.04 1.04 shall be deemed to relieve any Lender Bank from its obligation to make Loans hereunder or to prejudice any rights which the Borrower may have against any Lender Bank as a result of any failure by such Lender Bank to make Loans hereunder.

Disbursement of Funds. No later than 1:00 12:00 P.M. (New York City time) on the date specified in each Notice of a Borrowing (or (x) in the case of Swingline Loans, no later than 2:00 P.M. (New York City time) on the date specified is requested pursuant to Section 2.03(b)(i2.03(a) above (or (ydeemed requested in accordance with Section 5.03(a), 9.03(c) in the case of Mandatory RL Borrowingsand 9.11 hereof shall, no later than 1:00 P.M. (New York City time) on the date specified in Section 2.01(cthis Agreement)),, each Lender with a Commitment will make available 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)date. All such amounts will be made available in U.S. Dollars and in immediately available funds at to the Payment OfficeAdministrative Agent, and the Administrative Agent will, except in the case of Revolving Loans made pursuant to a Mandatory RL Borrowing, will make available to the Borrower Agent on the day so requested by way of credit to such Borrower Agent’s operating account at PNC, or such other bank as Borrower Agent may designate following notification to Administrative Agent, in immediately available federal funds or other immediately available funds or, (ii) with respect to any Borrowing deemed to have been requested by any Borrower, be disbursed to Administrative Agent to be applied to the Payment Office outstanding Obligations giving rise to such deemed request; provided that, if, on the aggregate date of a Borrowing of Revolving Loans, the amounts so made available by Administrative Agent has received written notice at least one Business Day prior to such date that there are Unpaid Drawings then outstanding, then the Lendersproceeds of such Borrowing shall be applied, first, to the payment in full in cash of any such Unpaid Drawings with respect to Letters of Credit, and second, to the Borrower Agent as otherwise provided above. Unless the Administrative Agent shall have been notified in writing by any Lender prior to the date of any Borrowing that such Lender does not intend to make available to the Administrative Agent such LenderXxxxxx’s portion of any Borrowing 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 may (but shall not be obligated to), in reliance upon such assumption, make available to the Borrower Agent a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender, 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, the Administrative Agent shall promptly notify the Borrower Agent, and the Borrower Agent shall immediately promptly (but in any event within one Business Day) pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Lender or the Borrower Agent, 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 Agent until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such Lender, the overnight greater of (A)(x) the daily average Effective Federal Funds Rate for (computed on the first three days and at the interest basis of a year of 360 days) during such period as quoted by Administrative Agent, times (y) such amount or (B) a rate otherwise applicable to such Loans for each day thereafter determined by Administrative Agent in accordance with banking industry rules on interbank compensation and (ii) if recovered from the BorrowerBorrower Agent, the rate of interest applicable to the relevant respective Borrowing, as determined pursuant to Section 2.08. Nothing in this Section 2.04 shall be deemed to relieve any Lender from its obligation to make Loans hereunder or to prejudice any rights which the Borrower Agent may have against any Lender as a result of any failure by such Lender to make Loans hereunder.

Disbursement of Funds. No Promptly after receipt of a Notice of Borrowing pursuant to subsection 2.1C (or telephonic notice in lieu thereof) or the deemed receipt of a Notice of Borrowing pursuant to subsection 2.8D, Administrative Agent shall notify each Lender of the proposed borrowing if the Loan to be made pursuant to such proposed borrowing will be a Revolving Loan. Each Lender shall make the amount of its Revolving Loan available to Administrative Agent, in same day funds, at the Funding and Payment Office not later than 1:00 P.M. 12:00 noon (New York City time) on the date Funding Date. Except as provided in subsection 2.1B with respect to the repayment of the Overdraft Amount and accrued and unpaid interest thereon, and in subsection 2.8D with respect to the reimbursement of amounts drawn under Letters of Credit, upon satisfaction or waiver of the conditions precedent specified in each Notice subsections 3.1 and 3.2, Administrative Agent shall make the proceeds of Borrowing (or (x) in such Loans available to Company on such Funding Date by causing an amount of same day funds equal to the case proceeds of Swingline Loans, no later than 2:00 P.M. (New York City time) on the date specified pursuant to Section 2.03(b)(i) or (y) 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 with a Commitment will make available its pro rata portion (determined in accordance with Section 2.07) of each all such Borrowing requested Loans received by Administrative Agent 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 will be made available in U.S. Dollars and in immediately available funds at the Payment Office, and the Administrative Agent will, except in the case of Revolving Loans made pursuant to a Mandatory RL Borrowing, make available credited to the Borrower account of Company at the Payment Office the aggregate such office of the amounts so made available by the LendersAdministrative Agent. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any Borrowing Funding Date that such Lender does not intend to make available to the Administrative Agent such Lender’s portion of any Borrowing to be made 's Loan on such dateFunding Date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing Funding Date and the Administrative Agent may (in its sole discretion may, but shall not be obligated to), in reliance upon such assumption, make available to the Borrower Company a corresponding amountamount on such Funding Date. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such LenderLender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s 's demand therefor, the Administrative Agent shall promptly notify the Borrower Company, and the Borrower Company shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall 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 until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such Lender, the overnight Federal Funds Rate for the first three days and at the interest rate otherwise applicable to such Loans for each day thereafter and (ii) if recovered from the Borrower, the rate of interest applicable to the relevant Borrowing, as determined pursuant to Section 2.08. Nothing in this Section 2.04 subsection 2.1D shall be deemed to relieve any Lender from its obligation to make Loans fulfill its Revolving Loan Commitment hereunder or to prejudice any rights which the Borrower Company may have against any Lender as a result of any failure default by such Lender to make Loans hereunder.

Disbursement of Funds. No later than 1:00 P.M. (New York City time) 12:00 noon on the date specified in each Notice of Borrowing (or (x) in the case of Swingline Loans, no later than 2:00 P.M. (New York City time) 1:00 p.m. on the date specified pursuant to Section 2.03(b)(i) or (y) in the case of Mandatory RL Borrowings, no later than 1:00 P.M. (New York City time) p.m. on the date specified in Section 2.01(c)),, each Lender with a Commitment of the respective Class will make available 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 will be made available in U.S. Dollars and in immediately available funds at the Payment Office, and the Administrative Agent will, except in the case of Revolving Loans made pursuant to a Mandatory RL Borrowing, make available to the Borrower at the Payment Office Office, or to such other account as the Borrower may specify in writing to the Administrative Agent, the aggregate of the amounts so made available by the Lenders; provided that, if, on the date of a Borrowing of Revolving Loans (other than a Mandatory Borrowing), there are Unpaid Drawings or Swingline Loans then outstanding (or any accrued interest, fees or costs in respect of such Unpaid Drawings), then the proceeds of such Borrowing shall be applied, first, to the payment in full of any such Unpaid Drawings with respect to Letters of Credit (and any accrued interest, fees or costs in respect of such Unpaid Drawings), second, to the payment in full of any Swingline Loans and third, to the Borrower as otherwise provided above. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any Borrowing that such Lender does not intend to make available to the Administrative Agent such Lender’s portion of 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 and the Administrative Agent may (but shall not be obligated to), in reliance upon such assumption, 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, the Administrative Agent shall be entitled to recover such corresponding amount on written demand 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. The Administrative Agent also shall 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 until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such Lender, the overnight Federal Funds Rate for the first three days and at the interest rate otherwise applicable to such Loans for each day thereafter and (ii) if recovered from the Borrower, the rate of interest applicable to the relevant respective Borrowing, as determined pursuant to Section 2.08. Nothing in this Section 2.04 shall be deemed to relieve any Lender from its obligation to make Loans hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any failure by such Lender to make Loans hereunder.

Disbursement of Funds. No later than 1:00 P.M. (New York City time) on the date specified in each Notice of Borrowing (or (x) in the case of Swingline Loans, no later than 2:00 4:00 P.M. (New York City time) on the date specified pursuant to Section 2.03(b)(i1.03(b)(i) or (y) 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(c1.01(c)),, each applicable Lender with a Commitment will make available its pro rata portion (determined in accordance with Section 2.071.07) of each such Borrowing requested to be made on such date (or in the case of Swingline Loans, the Swingline Lender will (if it elects to do so) make available the full amount thereof). All such amounts will be made available in U.S. Dollars and in immediately available funds at the Payment Office, and the Administrative Agent will, except in the case of Revolving Loans made pursuant to a Mandatory RL Borrowing, make available to the Borrower at the Payment Office the aggregate of the amounts so made available by the applicable Lenders. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any Borrowing that such Lender does not intend to make available to the Administrative Agent such Lender’s portion of 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 and the Administrative Agent may (but shall not be obligated to), in reliance upon such assumption, 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, 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, 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. The Administrative Agent also shall 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 until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such Lender, the overnight Federal Funds Rate for the first three days and at the interest rate otherwise applicable to such Loans for each day thereafter thereafter, and (ii) if recovered from the Borrower, the rate of interest applicable to the relevant respective Borrowing, as determined pursuant to Section 2.081.08. Nothing in this Section 2.04 1.04 shall be deemed to relieve any Lender from its obligation to make Loans hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any failure by such Lender to make Loans hereunder.

Disbursement of Funds. No Promptly after receipt of a Notice of Borrowing relating to a Revolving Credit Loan pursuant to subsection 2.1B (or telephonic notice thereof), Agent shall notify each Lender of the proposed borrowing. Each Lender shall make the amount of its Revolving Credit Loan available to Agent, in same day funds, at the office of Agent located at NationsBank Plaza, 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxxxxx, Xxxxx 00000 not later than 1:00 P.M. (New York City Dallas time) on the date Funding Date. Upon satisfaction or waiver of the conditions precedent specified in each Notice subsection 3.1 and 3.2, Agent shall make the proceeds of Borrowing (or (x) in such Revolving Credit Loans available to Company on such Funding Date by causing an amount of same day funds equal to the case proceeds of Swingline Loans, no later than 2:00 P.M. (New York City time) on the date specified pursuant to Section 2.03(b)(i) or (y) 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 with a Commitment will make available its pro rata portion (determined in accordance with Section 2.07) of each all such Borrowing requested Revolving Credit Loans received by Agent 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 will be made available in U.S. Dollars and in immediately available funds at the Payment Office, and the Administrative Agent will, except in the case of Revolving Loans made pursuant to a Mandatory RL Borrowing, make available credited to the Borrower account of Company at the Payment Office the aggregate such office of the amounts so made available by the LendersAgent, Account Number 1291369149, ABA #000000000. Unless the Administrative Agent shall have been notified by any Lender prior to the date any Funding Date in respect of any Borrowing Revolving Credit Loans that such Lender does not intend to make available to Agent the Administrative Agent amount of such Lender’s portion of any Borrowing 's Revolving Credit Loan to be made funded on such dateFunding Date (which such notice, the Administrative if so received by Agent, shall promptly be communicated to Company), Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing Funding Date and the Administrative Agent may (in its sole discretion may, but shall not be obligated to), in reliance upon such assumption, make available to the Borrower Company a corresponding amountamount on such Funding Date. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such LenderLender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Agent, at the Federal Funds Rate in effect from time to time for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s 's demand therefor, the Administrative (i) Agent shall promptly notify the Borrower Company, and the Borrower Company shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall 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 until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such Lender, the overnight Federal Funds Rate for the first three days and at the interest rate otherwise applicable to such Loans for each day thereafter and (ii) if recovered notwithstanding subsection 6.1, Company may borrow a like amount on an unsecured basis from any Person for a period ending on the Borrower, the rate date upon which such Lender does in fact make such amount of interest applicable to the relevant Borrowing, as determined pursuant to Section 2.08such Lender's Revolving Credit Loan available. Nothing in this Section 2.04 subsection 2.1C (and no such borrowing by Company) shall be deemed to relieve any Lender from its obligation to make Loans fulfill its Revolving Credit Commitment hereunder or to prejudice any rights which the Borrower that Company may have against any Lender as a result of any failure default by such Lender hereunder, and such unsecured borrowing shall not be deemed to make Loans increase the amount of Lenders' Revolving Credit Commitments hereunder.

Disbursement of Funds. No later than 1:00 P.M. (New York City time) on the date specified in each Notice of Borrowing (or (x) in the case of Swingline Loans, no later than 2:00 P.M. (New York City time) on the date specified pursuant to Section 2.03(b)(i) or (y) 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)),Borrowing, each Lender with a Commitment will make available its pro rata portion (determined in accordance with Section 2.072.06) of each such the 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)date. All such amounts will be made available in U.S. Dollars and in immediately available funds at the Payment Office, and the Administrative Agent will, except in the case of Revolving Loans made pursuant to a Mandatory RL Borrowing, will make available to the Borrower at the Payment Office the aggregate of the amounts so made available by the Lenders. 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 such Lender’s portion of any such 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 and the Administrative Agent may (but shall not be obligated to), in reliance upon such assumption, 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, 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, the Administrative Agent shall promptly notify the Borrower Borrower, and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall 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 until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such Lender, the overnight Federal Funds Rate for the first three days and at the interest rate otherwise applicable to such Loans for each day thereafter and (ii) if recovered from the Borrower, the rate of interest applicable to the relevant BorrowingLoans, as determined pursuant to Section 2.082.07. Nothing in this Section 2.04 shall be deemed to relieve any Lender from its obligation to make Loans hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any failure by such Lender to make Loans hereunder.

Disbursement of Funds. No later than 1:00 P.M. (New York City time) p.m. on the date specified in each Notice of Borrowing (or (x) in the case of Swingline Loans, no later than 2:00 P.M. (New York City time) 3:00 p.m. on the date specified pursuant to Section 2.03(b)(i) or (y) in the case of Mandatory RL Borrowings, no later than 1:00 P.M. (New York City time) 2:00 p.m. on the date specified in Section 2.01(c2.01(e)),, each Lender with a Commitment of the respective Class will make available 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 will be made available in U.S. Dollars and in immediately available funds at the Payment Office, and the Administrative Agent will, except in the case of Revolving Loans made pursuant to a Mandatory RL Borrowing, make available to the Borrower at the Payment Office Office, or to such other account as the Borrower may specify in writing to the Administrative Agent, the aggregate of the amounts so made available by the Lenders; provided that, if, on the date of a Borrowing of Revolving Loans (other than a Mandatory Borrowing), there are Unpaid Drawings or Swingline Loans then outstanding, then the proceeds of such Borrowing shall be applied, first, to the payment in full of any such Unpaid Drawings with respect to Letters of Credit, second, to the payment in full of any Swingline Loans and third, to the Borrower as otherwise provided above. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any Borrowing that such Lender does not intend to make available to the Administrative Agent such Lender’s portion of 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 and the Administrative Agent may (but shall not be obligated to), in reliance upon such assumption, 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, the Administrative Agent shall be entitled to recover such corresponding amount on written demand 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. The Administrative Agent also shall 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 until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such Lender, the overnight Federal Funds Rate for the first three days and at the interest rate otherwise applicable to such Loans for each day thereafter and (ii) if recovered from the Borrower, the rate of interest applicable to the relevant respective Borrowing, as determined pursuant to Section 2.08. Nothing in this Section 2.04 shall be deemed to relieve any Lender from its obligation to make Loans hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any failure by such Lender to make Loans hereunder.

Disbursement of Funds. No later than 1:00 P.M. On a weekly basis (New York City time) on and more frequently if requested by the date specified in each Notice of Borrowing (or (x) in the case of Swingline Loans, no later than 2:00 P.M. (New York City time) on the date specified pursuant to Section 2.03(b)(i) or (y) 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(cCompany)),, each Lender with a Commitment will make available 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 Escrow Agent shall notify the full amount thereof). All such amounts will be made available in U.S. Dollars and in immediately available funds at the Payment Office, and the Administrative Agent will, except in the case of Revolving Loans made pursuant to a Mandatory RL Borrowing, make available to the Borrower at the Payment Office the aggregate Company of the amounts so made available by amount of the Lendersfunds received hereunder. Unless If payments of the Administrative Agent shall have been notified by Minimum Amount or more for Shares are obtained at any Lender time prior to the date of any Borrowing that such Lender does not intend to make available to the Administrative Agent such Lender’s portion of any Borrowing to be made on such dateTermination Date (as defined in Section 6), 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 may (but shall not be obligated to), in reliance upon such assumption, 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, 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, the Administrative Escrow Agent shall promptly notify the Borrower Company, and upon the Borrower Company delivering a written notice (the “Disbursement Notice”) attached as Exhibit B, signed jointly by two Authorized Persons (as defined in Section 12(q)) of the Company, stating that is has received and accepted subscription agreements for the Minimum Amount of Shares, then the Escrow Agent shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall 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 until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such Lenderdisburse to the Company, by check or wire transfer, the overnight Federal Funds Rate funds in the Escrow Account representing the gross purchase price for the first three days and at the interest rate otherwise applicable to such Loans for each day thereafter Stock, and (ii) if recovered from disburse to the Borrowersubscribers any interest thereon calculated pursuant to the provisions of Section 5. Following such disbursements, the rate of interest applicable Escrow Account shall close and thereafter you shall forward directly to the relevant BorrowingCompany upon receipt by Escrow Agent of any subscription documents and instruments of payment received by Escrow Agent from subscribers. If the Minimum Amount of proceeds has not been obtained and delivered prior to the Termination Date, the Escrow Agent shall, within a reasonable time following the Termination Date, but in no event more than thirty (30) days after the Termination Date, refund to each investor at the address appearing on the List of Investors, or at such other address as determined shall be furnished to the Escrow Agent by the investor in writing, all sums paid by the investor pursuant to Section 2.08his subscription agreement for Shares, together with the interest accrued on such funds in the Escrow Account, and shall then notify the Company in writing of such refunds. Nothing in this Section 2.04 shall be deemed If the Company rejects any subscription for which you have already collected funds, the Escrow Agent shall, upon the written request of the Company, promptly issue a refund check to relieve the rejected subscriber. If the Company rejects any Lender from its obligation subscription for which you have already collected funds, the Escrow Agent shall, upon the written request of the Company, promptly issue a refund check to make Loans hereunder or to prejudice the rejected subscriber. If the Company rejects any rights subscription for which the Borrower may have against any Lender as Escrow Agent has not yet collected funds but has submitted the subscriber’s check for collection, the Escrow Agent shall promptly issue a result check in the amount of any failure by the subscriber’s check to the rejected subscriber after the Escrow Agent has cleared such Lender funds. If the Escrow Agent has not yet submitted a rejected subscriber’s check for collection, the Escrow Agent shall promptly remit the subscriber’s check directly to make Loans hereunderthe subscriber.

Disbursement of Funds. (a) No later than 1:00 P.M. (New York City time) on the date specified in each Notice of Borrowing (or (x) in the case of Swingline Loans, no later than 2:00 4:00 P.M. (New York City time) on the date specified pursuant to Section 2.03(b)(i) or (y) in the case of Mandatory RL Borrowings, no later than 1:00 P.M. (New York City time) on the date specified in a notice described in Section 2.01(c1.03(b)(i)),, each Lender with a Commitment under the respective Facility will make available its pro rata portion (determined in accordance with Section 2.07) share of each such Borrowing requested to be made on such date (or in the case of Swingline Loans, the Swingline Lender will shall make available the full amount thereof)thereof in the manner provided below. All such amounts will shall be made available to the Administrative Agent in U.S. Dollars and in immediately available funds at the Payment Office, Office and the Administrative Agent will, except in the case of Revolving Loans made pursuant to a Mandatory RL Borrowing, promptly will make available to the Borrower by depositing to its account at the Payment Office or as otherwise directed in the applicable Notice of Borrowing the aggregate of the amounts so made available by in the Lenderstype of funds received. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any Borrowing the proposed incurrence that such Lender does not intend to make available to the Administrative Agent such Lender’s its portion of any 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 date, and the Administrative Agent may (but shall not be obligated to)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 LenderLender and the Administrative Agent has made available same to the Borrower, 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, 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. The Administrative Agent shall also shall 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 until to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (ix) if recovered from paid by such Lender, the overnight Federal Funds Effective Rate for the first three days and at the interest rate otherwise applicable to such Loans for each day thereafter and or (iiy) if recovered from paid by the Borrower, the then applicable rate of interest applicable to interest, calculated in accordance with Section 1.08, for the relevant Borrowing, as determined pursuant to Section 2.08. Nothing in this Section 2.04 shall be deemed to relieve any Lender from its obligation to make Loans hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any failure by such Lender to make Loans hereunderrespective Loans.

Disbursement of Funds. (a) No later than 1:00 P.M. (New York City time) on the date specified in each Notice of Borrowing (or (x) in relating to the case of Swingline Loans, no later than 2:00 P.M. (New York City time) on the date specified pursuant to Section 2.03(b)(i) or (y) 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 with a Commitment Bank will make available its pro rata portion (determined in accordance with Section 2.07) Pro Rata Share of each such Borrowing of Loans requested to be made on such date (or in the case of Swingline Loans, the Swingline Lender will make available the full amount thereof)manner provided below. All such amounts will shall be made available to the Administrative Agent in U.S. Dollars and in immediately available funds at the Payment Office, Office and the Administrative Agent will, except in the case of Revolving Loans made pursuant to a Mandatory RL Borrowing, promptly will make available to the Borrower by depositing to its account at the Payment Office the aggregate of the amounts so made available by in the Lenderstype of funds received. Unless the Administrative Agent shall have been notified by any Lender Bank prior to the date of Borrowing of any Borrowing Loans referred to in this Section 1.04(a) that such Lender Bank does not intend to make available to the Administrative Agent such Lender’s its portion of any 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 Borrowing, and the Administrative Agent may (but shall not be obligated to)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 LenderBank and the Administrative Agent has made available same to the Borrower, 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, the Administrative Agent shall promptly notify the Borrower Borrower, and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also shall be entitled to recover on demand 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 until to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (ix) if recovered from paid by such LenderBank, the overnight Federal Funds Effective Rate for the first three days and at the interest rate otherwise applicable to such Loans for each day thereafter and or (iiy) if recovered from paid by the Borrower, the then applicable rate of interest applicable to interest, calculated in accordance with Section 1.08, for the relevant Borrowing, as determined pursuant to Section 2.08Loans. Nothing in this Section 2.04 herein shall be deemed to relieve any Lender Bank from its obligation to make Loans fulfill its commitments hereunder or to prejudice any rights which the Borrower may have against any Lender Bank as a result of any failure by such Lender Bank to make Loans hereunder.

Disbursement of Funds. No later than 1:00 P.M. 12:00 Noon (New York City time) on the date specified in each Notice of Borrowing (or (x) in the case of Swingline Loans, no later than 2:00 P.M. (New York City time) on the date specified pursuant to Section 2.03(b)(i) or (y) 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)),Borrowing, each Lender with a Commitment Bank will make available its pro rata 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)date. All such amounts will shall be made available in U.S. Dollars and in immediately available funds at the Payment OfficeOffice of the Agent, and the Administrative Agent will, except in the case of Revolving Loans made pursuant to a Mandatory RL Borrowing, will make available to the Borrower at the Payment Office the aggregate of the amounts so made available by the LendersBanks. Unless the Administrative Agent shall have been notified by any Lender Bank prior to the date of any Borrowing that such Lender Bank does not intend to make available to the Administrative Agent such Lender’s Bank's portion of any Borrowing 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 may (but shall not be obligated to)may, in reliance upon such assumption, make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such LenderBank, 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, the Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also shall be entitled to recover on demand 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 until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such LenderBank, the overnight Federal Funds Rate for the first three days and at the interest rate otherwise applicable to such Loans for each day thereafter and (ii) if recovered from the Borrower, the rate of interest applicable to the relevant respective Borrowing, as determined pursuant to Section 2.081.08. Nothing in this Section 2.04 1.04 shall be deemed to relieve any Lender Bank from its obligation to make Revolving Loans hereunder or to prejudice any rights which the Borrower may have against any Lender Bank as a result of any failure by such Lender Bank to make Revolving Loans hereunder.

Disbursement of Funds. No Excluding Swingline Loans until such time as Borrower has failed to reimburse Swingline Lender upon demand pursuant to Subsection 1.1(D)(2), Administrative Agent shall advise each Lender by telephone or telecopy of the amount of such Lender’s Pro Rata Share of any Loan requested by Borrower no later than 1:00 P.M. p.m. (New York, New York City time) at least two Business Days immediately preceding the Funding Date applicable thereto (in the case of LIBOR Loans), otherwise no later than 4:00 p.m. (New York, New York time) on the date specified in each Notice of Borrowing (or (x) in Business Day immediately preceding the case of Swingline LoansFunding Date applicable thereto, no later than 2:00 P.M. (New York City time) on the date specified pursuant to Section 2.03(b)(i) or (y) 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 with a Commitment will make available its pro rata portion (determined in accordance with Section 2.07) of and 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 will be made available in U.S. Dollars and in immediately available funds at the Payment Office, and the Administrative Agent will, except in the case of Revolving Loans made pursuant to a Mandatory RL Borrowing, make available to the Borrower at the Payment Office the aggregate of the amounts so made available by the Lenders. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any Borrowing that such Lender does not intend to make available to the pay Administrative Agent such Lender’s portion Pro Rata Share of 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 and the Administrative Agent may (but shall not be obligated to)requested Loan, in reliance upon such assumptionsame day funds, make available by wire transfer to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender, 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 thereforaccount by no later than 1:00 p.m. (New York, New York time) on such Funding Date. If any Lender fails to pay the amount of its Pro Rata Share forthwith upon Administrative Agent’s demand, Administrative Agent shall promptly notify the Borrower Borrower, and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled disburse to recover on demand from Borrower, by wire transfer of immediately available funds, that portion of 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 Loan as to which Administrative Agent to the Borrower until the date has received funds. In such corresponding amount is recovered by the event, Administrative Agent may, on behalf of any Lender not timely paying Administrative Agent, at a rate per annum equal disburse funds to (i) if recovered from such LenderBorrower for Loans requested, the overnight Federal Funds Rate for the first three days and at the interest rate otherwise applicable to such Loans for each day thereafter and (ii) if recovered from the Borrower, the rate of interest applicable subject to the relevant Borrowing, as determined pursuant to Section 2.08provisions of Subsection 8.5(B). Each such Lender shall reimburse Administrative Agent on demand for all funds disbursed on its behalf by Administrative Agent. Nothing in this Section 2.04 Subsection 8.4 or elsewhere in this Agreement or the other Loan Documents, including the provisions of Subsection 8.5, shall be deemed to require Administrative Agent (or any other Lender) to advance funds on behalf of any Lender or to relieve any Lender from its obligation to make Loans fulfill its commitments hereunder or to prejudice any rights which the that Administrative Agent or Borrower may have against any Lender as a result of any failure default by such Lender to make Loans hereunder.

Disbursement of Funds. No later than 1:00 P.M. Agent may, on behalf of Lenders, disburse funds to Borrowers for Revolver Loans requested pursuant hereto. Each Lender shall reimburse Agent on demand by 2:00 p.m. (New York, New York City time) on the date specified Business Day of demand for all funds disbursed on its behalf by Agent (provided that if such demand is made on a day when such Lender is authorized to close for business under the laws of the State in each Notice of Borrowing (or (x) which it is located and such Lender is, in the case of Swingline Loansfact, no later than 2:00 P.M. (New York City time) closed for business, such payment may be made on the date specified pursuant to Section 2.03(b)(i) immediately succeeding Business Day), or (y) 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)),if Agent so requests, each Lender with a Commitment will make available remit to Agent its pro rata portion Pro Rata Share of any Revolver Loan before Agent disburses same to Borrowers. If any Lender fails to pay the amount of its Pro Rata Share within one (determined 1) Business Day after its receipt of Agent's demand in accordance with Section 2.07) of each such Borrowing requested to be made on such date (or in the case of Swingline Loanspreceding sentence, the Swingline Lender will make available the full amount thereof). All such amounts will be made available in U.S. Dollars and in immediately available funds at the Payment Office, and the Administrative Agent will, except in the case of Revolving Loans made pursuant to a Mandatory RL Borrowing, make available to the Borrower at the Payment Office the aggregate of the amounts so made available by the Lenders. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any Borrowing that such Lender does not intend to make available to the Administrative Agent such Lender’s portion of 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 and the Administrative Agent may (but shall not be obligated to), in reliance upon such assumption, 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, 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, the Administrative Agent shall promptly notify the Borrower Borrowers, and the Borrower Borrowers shall immediately pay repay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand Pending Agent's receipt of such amount from Borrowers, such Lender or shall remain obligated to Agent for reimbursement of such amount together with accrued interest thereon at the Borrower interest on such corresponding amount in respect of each day Federal Funds Rate from the date of Agent's disbursement of such corresponding amount was made available by the Administrative Agent to the Borrower until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such Lender, the overnight Federal Funds Rate for the first three days and at the interest rate otherwise applicable to such Loans for each day thereafter and (ii) if recovered from the Borrower, the rate of interest applicable to the relevant Borrowing, as determined paid. Any repayment required pursuant to Section 2.08this subsection 9.5 shall be without premium or penalty. Nothing in this Section 2.04 subsection 9.5 or elsewhere in this Agreement or the other Loan Documents, including without limitation the provisions of subsection 9.6, shall be deemed to require Agent to advance funds on behalf of any Lender or to relieve any Lender from its obligation to make Loans fulfill its Commitments hereunder or to prejudice any rights which the that Agent or Borrower may have against any Lender as a result of any failure default by such Lender to make Loans hereunder.

Disbursement of Funds. No later than 1:00 P.M. (New York City time) on the date specified in each Notice of Borrowing (or (x) in the case of Swingline Loans, no later than 2:00 P.M. (New York City time) on the date specified pursuant to Section 2.03(b)(i) or (y) 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)),Borrowing, each Lender with a Commitment will make available its pro rata portion (determined in accordance with Section 2.07) of each such the 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)date. All such amounts will be made available in U.S. Dollars and in immediately available funds at the Payment Office, and the Administrative Agent will, except in the case of Revolving Loans made pursuant to a Mandatory RL Borrowing, will make available to the Borrower at the Payment Office the aggregate of the amounts so made available by the Lenders. 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 such Lender’s portion of any the 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 the Initial Borrowing Date and the Administrative Agent may (but shall not be obligated to), in reliance upon such assumption, 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, 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, the Administrative Agent shall promptly notify the Borrower Borrower, and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall 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 until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such Lender, the overnight Federal Funds Rate for the first three days and at the interest rate otherwise applicable to such Loans for each day thereafter and (ii) if recovered from the Borrower, the rate of interest applicable to the relevant respective Borrowing, as determined pursuant to Section 2.08. Nothing in this Section 2.04 shall be deemed to relieve any Lender from its obligation to make Loans hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any failure by such Lender to make Loans hereunder.

Disbursement of Funds. No later than 1:00 2:00 P.M. (New York City time) on the date specified in each Notice of Borrowing (or (x) in the case of Swingline Loans, no later than 2:00 3:00 P.M. (New York City time) on the date specified pursuant to Section 2.03(b)(i1.03(b)(i) or (y) in the case of Mandatory RL Borrowings, no later than 1:00 P.M. 12:00 Noon (New York City time) on the date specified in Section 2.01(c1.01(f)),, each Lender with a Commitment under the respective Tranche will make available disburse its pro rata portion (determined in accordance with Section 2.07) of each such Borrowing requested to be made on such date date, provided that (or i) in the case of any Borrowing of Swingline Loans, the Swingline Lender will make available the full amount thereof)thereof and (ii) no amounts in respect of Converted Term Loans converted pursuant to Section 1.01(a)(ii) shall be disbursed by the respective Lender holding same. All such amounts will shall be made available disbursed in U.S. Dollars and in immediately available funds at the Payment Office, Office and the Administrative Agent will, except in the case of Revolving Loans made pursuant to a Mandatory RL Borrowing, make available will promptly disburse to the Borrower Borrowers at the Payment Office Office, in Dollars and in immediately available funds, the aggregate of the amounts so made available by the LendersLenders (other than in respect of Mandatory Borrowings). Unless the Administrative Agent shall have been notified by any Lender prior to the date of any Borrowing that such Lender does not intend to make available disburse to the Administrative Agent such Lender’s 's portion of any Borrowing to be made on such date, the Administrative Agent may assume that such Lender has made disbursed such amount available to the Administrative Agent on such date of Borrowing and the Administrative Agent may (but shall not be obligated to)may, in reliance upon such assumption, make available disburse to the Borrower Borrowers a corresponding amount. If such corresponding amount is not in fact made available disbursed to the Administrative Agent by such Lender, 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 's demand therefor, the Administrative Agent shall promptly notify the Borrower Borrowers and the Borrower Borrowers shall immediately within three Business Days thereafter pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also shall be entitled to recover (without duplication) on demand from such Lender or the Borrower 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 disbursed by the Administrative Agent to the Borrower Borrowers until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such Lender, the overnight Federal Funds Rate for the first three days and at the interest rate otherwise applicable to such Loans for each day thereafter and (ii) if recovered from the Borrower, the rate of interest applicable to the relevant Borrowing, as determined pursuant to Section 2.08. Nothing in this Section 2.04 shall be deemed to relieve any Lender from its obligation to make Loans hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any failure by such Lender to make Loans hereunder.recovered

Disbursement of Funds. No Except as otherwise specifically provided in the immediately succeeding sentence, no later than 1:00 2:00 P.M. (New York City time) on the date specified in each Notice of Borrowing (or (x) in the case of Swingline Loans, no later than 2:00 P.M. (New York City time) on the date specified pursuant to Section 2.03(b)(i) or (y) 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)),Borrowing, each Lender Bank with a Commitment of the respective Tranche will make available 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)date. All such amounts will shall be made available in U.S. Dollars and in immediately available funds at the Payment OfficeOffice of the Agent, and the Administrative Agent will, except in the case of Revolving Loans made pursuant to a Mandatory RL Borrowing, will make available to the Borrower at the Payment Office the aggregate of the amounts so made available by the LendersBanks (prior to 3:00 P.M. on such day, to the extent of funds actually received by the Agent prior to 2:00 P.M. on such day). Unless the Administrative Agent shall have been notified by any Lender Bank prior to the date of any Borrowing that such Lender Bank does not intend to make available to the Administrative Agent such Lender’s Bank's portion of any Borrowing 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 may (but shall not be obligated to)may, in reliance upon such assumption, make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such LenderBank, 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, the Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also shall be entitled to recover on demand 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 until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such LenderBank, at the overnight Federal Funds Rate for the first three days and at the interest rate otherwise applicable to such Loans for each day thereafter and (ii) if recovered from the Borrower, the rate of interest applicable to the relevant respective Borrowing, as determined pursuant to Section 2.081.08. Nothing in this Section 2.04 1.04 shall be deemed to relieve any Lender Bank from its obligation to make Loans hereunder or to prejudice any rights which the Borrower may have against any Lender Bank as a result of any failure by such Lender Bank to make Loans hereunder.

Disbursement of Funds. No (a) Not later than 1:00 P.M. (New York City time) on the date specified in each Notice of Borrowing (or (x) in the case of Swingline Loans, no not later than 2:00 3:00 P.M. (New York City time) on the date specified pursuant to in Section 2.03(b)(i1.03(b)(i) or (y) in the case of Mandatory RL Borrowings, no not later than 1:00 P.M. 12:00 Noon (New York City time) on the date specified in Section 2.01(c1.01(d)),, each Lender with a Commitment under the respective Tranche will make available its pro rata portion share (determined in accordance with Section 2.07) 1.07), if any, of each such Borrowing requested to be made on such date (or in the case of Swingline Loans, the Swingline Lender will shall make available the full amount thereof)) in the manner provided below. All such amounts will shall be made available to the Administrative Agent in U.S. Dollars and in immediately available funds at the Payment Office, Office and the Administrative Agent will, except in the case of Revolving Loans made pursuant to a Mandatory RL Borrowing, promptly will make available to the Borrower by depositing to its account at the Payment Office the aggregate of the amounts so made available by in the Lenderstype of funds received. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any Borrowing that such Lender does not intend to make available to the Administrative Agent such Lender’s its portion of any 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 Borrowing, and the Administrative Agent may (but shall not be obligated to)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 LenderLender and the Administrative Agent has made available same to the Borrower, 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, the Administrative Agent shall promptly notify the Borrower Borrower, and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also shall 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 until to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (ix) if recovered from paid by such Lender, the overnight Federal Funds Rate for the first three days and at the interest rate otherwise applicable to such Loans for each day thereafter and or (iiy) if recovered from paid by the Borrower, the then applicable rate of interest applicable to the relevant Borrowinginterest, as determined pursuant to calculated in accordance with Section 2.08. Nothing in this Section 2.04 shall be deemed to relieve any Lender from its obligation to make Loans hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any failure by such Lender to make Loans hereunder1.08.

Disbursement of Funds. No later than 1:00 P.M. (New York City time) on the date specified in each Notice of Borrowing (or (x) in the case of Swingline Loans, no later than 2:00 P.M. 12:00 Noon. (New York City time) on the date specified pursuant to Section 2.03(b)(i1.03(b)(i) or (y) 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(c1.01(e)),, each Lender with a Commitment of the respective Tranche will make available its pro rata portion (determined in accordance with Section 2.071.07) 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 will be made available in U.S. Dollars and in immediately available funds at the Payment Office, and the Administrative Agent will, except in the case of Revolving Loans made pursuant to a Mandatory RL Borrowing, make available to the Borrower at the Payment Office the aggregate of the amounts so made available by the Lenders. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any Borrowing that such Lender does not intend to make available to the Administrative Agent such Lender’s 's portion of 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 and the Administrative Agent may (but shall not be obligated to), in reliance upon such assumption, 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, 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 's demand therefor, the Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall 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 until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such Lender, the overnight Federal Funds Rate for the first three days and at the interest rate otherwise applicable to such Loans for each day thereafter and (ii) if recovered from the Borrower, the rate of interest applicable to the relevant respective Borrowing, as determined pursuant to Section 2.081.08. Nothing in this Section 2.04 1.04 shall be deemed to relieve any Lender from its obligation to make Loans hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any failure by such Lender to make Loans hereunder.

Disbursement of Funds. No later than 1:00 P.M. 12:00 Noon (New York City Eastern time) on the date specified in each Notice of Borrowing (or (x) in the case of Swingline Loans, no later than 2:00 P.M. (New York City time) on the date specified pursuant to Section 2.03(b)(i) or (y) 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)),Borrowing, each Lender with a Commitment Bank will make available its pro rata portion (determined in accordance with Section 2.071.07) 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)date. All such amounts will be made available in U.S. Dollars and in immediately available funds at the Payment OfficeOffice of the Administrative Agent, and the Administrative Agent will, except in the case of Revolving Loans made pursuant to a Mandatory RL Borrowing, will make available to the Borrower at the Payment Office the aggregate of the amounts so made available by the LendersBanks by delivery of such amounts to the Borrower's Account. Unless the Administrative Agent shall have been notified by any Lender Bank prior to the date of any Borrowing that such Lender Bank does not intend to make available to the Administrative Agent such Lender’s Bank's portion of any Borrowing 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 may (but shall not be obligated to), in reliance upon such assumption, make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such LenderBank, 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, the Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also shall be entitled to recover on demand 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 until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such LenderBank, the overnight Federal Funds Rate for each day during the period consisting of the first three days Business Days following such date of availability and thereafter at the interest rate otherwise applicable Base Rate as in effect from time to such Loans for each day thereafter time and (ii) if recovered from the Borrower, the rate of interest applicable to the relevant respective Borrowing, as determined pursuant to Section 2.081.08. Nothing in this Section 2.04 1.04 shall be deemed to relieve any Lender Bank from its obligation to make Loans hereunder or to prejudice any rights which the Borrower may have against any Lender Bank as a result of any failure by such Lender Bank to make Loans hereunder.

Disbursement of Funds. (a) No later than 1:00 P.M. (New York City Local --------------------- time) on the date specified in each Notice of Borrowing (or (x) in the case of Swingline Loans, no not later than 2:00 P.M. (New York City Local time) on the date specified pursuant to in Section 2.03(b)(i1.03(b)(i) or (y) in the case of Mandatory RL Borrowings, no not later than 1:00 P.M. 12:00 Noon (New York City Local time) on the date specified in Section 2.01(c1.01(C) or (F), as applicable),, each Lender Bank with a Commitment under the respective Facility will make available its pro rata portion (determined in accordance with Section 2.07) share, if any, of each such Borrowing requested to be made on --- ---- such date (or in the case of Swingline Loans, the Swingline Lender will BTCo shall make available the full amount thereof)) in the manner provided below. All such amounts will shall be made available to the Administrative Agent in U.S. Dollars the relevant Approved Currency and in immediately available funds at the Payment Office, Office and the Administrative Agent will, except in the case of Revolving Loans made pursuant to a Mandatory RL Borrowing, promptly will make available to the applicable Borrower by depositing to its account at the Payment Office the aggregate of the amounts so made available by in the Lenderstype of funds received. Unless the Administrative Agent shall have been notified by any Lender Bank required to participate prior to the date of any Borrowing that such Lender Bank does not intend to make available to the Administrative Agent such Lender’s its portion of any 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 Borrowing, and the Administrative Agent may (but shall not be obligated to)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 LenderBank and the Administrative Agent has made available same to the applicable Borrower, 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, the Administrative Agent shall promptly notify the Borrower applicable Borrower, and the such Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also shall be entitled to recover on demand from the Bank or such Lender or 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 until to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (ix) if recovered from paid by such LenderBank, the overnight Federal Funds Rate for the first three days and at the interest rate otherwise applicable to such Loans for each day thereafter and or (iiy) if recovered from the paid by such Borrower, the then applicable rate of interest applicable to interest, calculated in accordance with Section 1.08, for the relevant Borrowing, as determined pursuant to Section 2.08. Nothing in this Section 2.04 shall be deemed to relieve any Lender from its obligation to make Loans hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any failure by such Lender to make Loans hereunderrespective Loans.

Disbursement of Funds. (a) No later than 12:00 Noon (New York time) (or (i) 12:00 Noon (London time) in the case of a Borrowing of Eurodollars constituting Alternate Currency Loans, (ii) 1:00 P.M. (New York City time) in the case of a Borrowing of Base Rate Loans for which the applicable Notice of Borrowing was given on the date of borrowing and (iii) 3:00 P.M. (New York time) in the case of a Competitive Bid Borrowing) on the date specified in each Notice of Borrowing (or (x) in the case Notice of Swingline Loans, no later than 2:00 P.M. (New York City time) on the date specified pursuant to Section 2.03(b)(i) or (y) 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)),Competitive Bid Borrowing, each Lender with a Commitment will make available its pro rata portion (determined in accordance with Section 2.07) share, if any, 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)date. All such amounts will shall be made available to the Administrative Agent in U.S. Dollars the relevant Approved Currency, as the case may be, and in immediately available funds at the Payment Office, Office and the Administrative Agent will, except in the case of Revolving Loans made pursuant to a Mandatory RL Borrowing, promptly will make available to the applicable Borrower by depositing to the account designated by such Borrower, which account shall be at an institution in the same city as the respective Payment Office Office, the aggregate of the amounts so made available by in the Lenderstype 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 such Lender’s its portion of any 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 Borrowing, and the Administrative Agent may (but shall not be obligated to)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 LenderLender and the Administrative Agent has made available same to the applicable Borrower, 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, the Administrative Agent shall promptly notify the Borrower applicable Borrower, and the such Borrower shall immediately pay such corresponding amount to the Administrative AgentAgent within three Business Days of receipt of such notice unless previously paid by such Lender. The Administrative Agent shall also shall 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 until to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (ix) if recovered from paid by such Lender, the overnight Federal Funds Effective Rate for the first three days and at the interest rate otherwise applicable to such Loans for each day thereafter and or (iiy) if recovered from the paid by such Borrower, the then applicable rate of interest applicable to interest, calculated in accordance with Section 1.09, for the relevant Borrowing, as determined pursuant to Section 2.08. Nothing in this Section 2.04 shall be deemed to relieve any Lender from its obligation to make Loans hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any failure by such Lender to make Loans hereunderrespective Loans.

Disbursement of Funds. (a) No later than 1:00 P.M. (New York City time) on the date specified in each a Notice of Borrowing (or (x) in the case of Swingline Loans, no later than 2:00 P.M. (New York City time) on the date specified pursuant to Section 2.03(b)(i) or (y) 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)),Borrowing, each Lender Bank with a Commitment under the respective Facility will make available its pro rata portion PRO RATA share (determined as provided in accordance with Section 2.071.07) of each such Borrowing requested to be made on such date (or other than in respect of any AR Loans being continued on such date) in the case of Swingline Loans, the Swingline Lender will make available the full amount thereof)manner provided below. All such amounts will shall be made available to the Agent in U.S. Dollars dollars and in immediately available funds at the Payment Office, Office and the Administrative Agent will, except in the case of Revolving Loans made pursuant to a Mandatory RL Borrowing, promptly will make available to the Borrower by depositing to its account at the Payment Office the aggregate of the amounts so made available by in the Lenderstype of funds received. Unless the Administrative Agent shall have been notified by any Lender Bank prior to the date of any Borrowing that such Lender Bank does not intend to make available to the Administrative Agent such Lender’s its portion of any 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 Borrowing, and the Administrative Agent may (but shall not be obligated to)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 LenderBank and the Agent has made available same to the Borrower, 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, the Administrative Agent shall promptly notify the Borrower Borrower, and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also shall be entitled to recover on demand 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 until to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (ix) if recovered from paid by such LenderBank, the overnight Federal Funds Effective Rate for the first three days and at the interest rate otherwise applicable to such Loans for each day thereafter and or (iiy) if recovered from paid by the Borrower, the then applicable rate of interest applicable to interest, calculated in accordance with Section 1.08, for the relevant Borrowing, as determined pursuant to Section 2.08. Nothing in this Section 2.04 shall be deemed to relieve any Lender from its obligation to make Loans hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any failure by such Lender to make Loans hereunderrespective Loans.

Disbursement of Funds. No later than 1:00 P.M. (New York City timea) on the date specified in each Notice of Borrowing (or (x) in the case of Swingline Loans, no later than 2:00 P.M. (New York City time) on the date specified pursuant to Section 2.03(b)(i) or (y) 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 with a Commitment will make available 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 will be made available in U.S. Dollars and in immediately available funds at the Payment Office, and the Administrative Agent will, except in the case of Revolving Loans made pursuant to a Mandatory RL Borrowing, make available to the Borrower at the Payment Office the aggregate of the amounts so made available by the Lenders. Unless the Administrative Appropriate Co-Agent shall have been notified by any Lender prior to the date of any a Borrowing that such Lender does not intend to make available to the Administrative Appropriate Co-Agent such Lender’s 's portion of any the Borrowing to be made on such date, the Administrative Appropriate Co-Agent may assume that such Lender has made such amount available to the Administrative such Co-Agent on such date of Borrowing and the Administrative such Co-Agent may (but shall not be obligated to), in reliance upon such assumption, make available to the respective Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Appropriate Co-Agent by such LenderLender on the date of Borrowing, the Administrative Appropriate Co-Agent shall be entitled to recover such corresponding amount on demand from such LenderLender together with interest (a) with respect to any Loan denominated in Dollars, at a rate per annum equal to the daily average Federal Funds Rate during such period as determined by the Domestic Agent and (b) with respect to any Loan denominated in an Foreign Currency, at a rate per annum equal to the Multicurrency Agent's aggregate marginal cost (plus the cost of maintaining any required reserves or deposit insurance and of any fees, penalties, overdraft charges or other costs or expenses incurred by the Domestic Agent as a result of the failure to deliver funds hereunder) of carrying such amount. If such Lender does not pay such corresponding amount forthwith upon the Administrative Appropriate Co-Agent’s 's demand therefor, the Administrative Appropriate Co-Agent shall promptly notify the Borrower respective Borrower, and the such Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Appropriate Co-Agent also shall be entitled to recover on demand from such Lender or together with interest at 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 until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such Lender, the overnight Federal Funds Rate specified for the first three days and at the interest rate otherwise applicable to Borrowing which includes such Loans for each day thereafter and (ii) if recovered from the Borrower, the rate of interest applicable to the relevant Borrowing, as determined pursuant to Section 2.08amount paid. Nothing in this Section 2.04 subsection shall be deemed to relieve any Lender from its obligation to make Loans fund its Commitments hereunder or to prejudice any rights which the any Borrower may have against any Lender as a result of any failure default by such Lender hereunder. Notwithstanding anything set forth herein to the contrary, any Lender that fails to make Loans available such Lender's portion of any Borrowing shall not (a) have any voting or consent rights under or with respect to any Credit Document or (b) constitute a "Lender" (or be included in the calculation of Required Lenders hereunder) for any voting or consent rights under or with respect to any Credit Document (provided that in no event shall any amendments, changes or other modifications specifically enumerated in Sections 11.02(a)(ii), 11.02(a)(iii) or 11.02(a)(iv) be effective with respect to any Lender which has not consented to such amendment, change or modification).

Disbursement of Funds. No Except as otherwise specifically provided in the immediately succeeding sentence, no later than 1:00 P.M. 12:00 Noon (New York City time) on the date specified in each Notice of Borrowing (or (x) in the case of Swingline Loans, no not later than 2:00 3:00 P.M. (New York City time) on the date specified pursuant to Section 2.03(b)(i1.03(b)(i) or (y) in the case of Mandatory RL Borrowings, no not later than 1:00 P.M. 12:00 Noon (New York City time) on the date specified in Section 2.01(c1.01(e)),, each Lender with a Commitment of the respective Tranche will make available its pro rata 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 shall make available the full amount thereof). All such amounts will shall be made available in U.S. Dollars and in immediately available funds at the Payment Office, and Office of the Administrative Agent willAgent, and, except in the case of Revolving Loans made pursuant to a Mandatory RL BorrowingBorrowings, the Administrative Agent will make available to the Borrower at the Payment Office the aggregate of the amounts so made available by the LendersLenders (for Loans other than Swingline Loans, prior to 1:00 P.M. (New York time) on such day, to the extent of funds actually received by the Administrative Agent prior to 12:00 Noon (New York time) on such day). Unless the Administrative Agent shall have been notified by any Lender prior to the date of any Borrowing that such Lender does not intend to make available to the Administrative Agent such Lender’s 's portion of 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 and the Administrative Agent may (but shall not be obligated to)may, in reliance upon such assumption, 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, 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 's demand therefor, the Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also shall 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 until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such Lender, at the overnight Federal Funds Rate for the first three days and at the interest rate otherwise applicable to such Loans for each day thereafter and (ii) if recovered from the Borrower, the rate of interest applicable to the relevant respective Borrowing, as determined pursuant to Section 2.081.08. Nothing in this Section 2.04 1.04 shall be deemed to relieve any Lender from its obligation to make Loans hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any failure by such Lender to make Loans hereunder.

Disbursement of Funds. No later than 1:00 P.M. On a weekly basis (New York City time) on and more frequently if requested by the date specified in each Notice of Borrowing (or (x) in the case of Swingline Loans, no later than 2:00 P.M. (New York City time) on the date specified pursuant to Section 2.03(b)(i) or (y) 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(cCompany)),, each Lender with a Commitment will make available 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 Escrow Agent shall notify the full amount thereof). All such amounts will be made available in U.S. Dollars and in immediately available funds at the Payment Office, Company and the Administrative Agent will, except in the case of Revolving Loans made pursuant to a Mandatory RL Borrowing, make available to the Borrower at the Payment Office the aggregate Dealer Manager of the amounts so made available by amount of the Lendersfunds received hereunder. Unless If payments of the Administrative Agent shall have been notified by Minimum Amount or more for Shares are obtained at any Lender time prior to the date of any Borrowing that such Lender does not intend to make available to the Administrative Agent such Lender’s portion of any Borrowing to be made on such dateTermination Date (as defined in Section 6), 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 may (but shall not be obligated to), in reliance upon such assumption, 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, 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, the Administrative Escrow Agent shall promptly notify the Borrower Company and the Borrower Dealer Manager, and upon the Company’s and Dealer Manager’s delivering a joint written notice (the “Disbursement Notice”) attached as Exhibit B signed jointly by two Authorized Persons (as defined in Section 12(q)) of the Company, stating that is has received and accepted subscription agreements for the Minimum Amount of Shares, then the Escrow Agent shall immediately disburse to the Company, by check or wire transfer, the funds in the Escrow Account representing the gross purchase price for the Stock, and any interest earned thereon at prevailing market rates and calculated pursuant to the provisions of Section 5. The Company shall determine the amount of interest due to each subscriber and promptly following a Disbursement Notice shall itself pay such corresponding amount interest to subscribers. Following such disbursements, the Escrow Account shall close and thereafter Escrow Agent shall forward directly to the Administrative AgentCompany upon receipt by Escrow Agent of any subscription documents and instruments of payment received by Escrow Agent from subscribers. If the Minimum Amount of proceeds has not been obtained and delivered prior to the Termination Date, the Escrow Agent shall, within a reasonable time following the Termination Date, but in no event more than thirty (30) days after the Termination Date, refund to each investor at the address appearing on the List of Investors, or at such other address as shall be furnished to the Escrow Agent by the investor in writing, all sums paid by the investor pursuant to his subscription agreement for Shares, together with the interest accrued on such funds in the Escrow Account, and shall then notify the Company in writing of such refunds. If the Company rejects any subscription for which the Escrow Agent has already collected funds, the Escrow Agent shall, upon the written request of the Company, promptly issue a refund check to the rejected subscriber. If the Company rejects any subscription for which the Escrow Agent has not yet collected funds but has submitted the subscriber’s check for collection, the Escrow Agent shall promptly issue a check in the amount of the subscriber’s check to the rejected subscriber after the Escrow Agent has cleared such funds. If the Escrow Agent has not yet submitted a rejected subscriber’s check for collection, the Escrow Agent shall promptly remit the subscriber’s check directly to the subscriber. Any check to be drawn on the Escrow Account will be either a cashier’s check or a bank check of Boston Private Bank & Trust Company. In addition to any other compensation owed to the Escrow Agent under the terms of this Agreement, the Company shall pay the Escrow Agent a fee of Ten U.S. Dollars ($10.00) for each such check drawn on the Escrow Account. In addition to any other compensation owed to the Escrow Agent under the terms of this Agreement, the Company shall pay the Escrow Agent a fee of Fifteen U.S. Dollars ($15.00) for each wire transfer out of the Escrow Account. The Administrative Agent also shall be entitled Company agrees to recover on demand from make such Lender or payment within five (5) business days of the Borrower interest on such corresponding amount in respect Escrow Agent’s issuance of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower until the date check or sending of each such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such Lender, the overnight Federal Funds Rate for the first three days and at the interest rate otherwise applicable to such Loans for each day thereafter and (ii) if recovered from the Borrower, the rate of interest applicable to the relevant Borrowing, as determined pursuant to Section 2.08. Nothing in this Section 2.04 shall be deemed to relieve any Lender from its obligation to make Loans hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any failure by such Lender to make Loans hereunderwire transfer.

Disbursement of Funds. No later than 1:00 P.M. (New York City time) 11:00 A.M. on the date specified in each Notice of Borrowing (or (x) in the case of Swingline Loans, no later than 2:00 P.M. (New York City time) on the date specified pursuant to Section 2.03(b)(i2.3(b)(i) or (y) in the case of Mandatory RL Borrowings, no later than 1:00 P.M. (New York City time) 12:00 Noon on the date specified in Section 2.01(c2.1(d)),, each Lender with a Commitment of the applicable Tranche will make available its pro rata portion (determined in accordance with Section 2.072.7) 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 will be made available in U.S. Dollars and in immediately available funds at the Payment Office, and the Administrative Agent will, except in the case of Revolving Loans made pursuant to a Mandatory RL Borrowing, make available to the Borrower at the Payment Office the aggregate of the amounts so made available by the Lenders. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any Borrowing that such Lender does not intend to make available to the Administrative Agent such Lender’s 's portion of 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 and the Administrative Agent may (but shall not be obligated to), in reliance upon such assumption, 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, 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 's demand therefor, the Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall 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 until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such Lender, the overnight Federal Funds Rate for the first three days and at the interest rate otherwise applicable to such Loans for each day thereafter and (ii) if recovered from the Borrower, the rate of interest applicable to the relevant respective Borrowing, as determined pursuant to Section 2.082.8. Nothing in this Section 2.04 2.4 shall be deemed to relieve any Lender from its obligation to make Loans hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any failure by such Lender to make Loans hereunder.. infoUSA Credit Agreement

Disbursement of Funds. No Not later than 1:00 P.M. (New York City time) on the date specified in each Notice of Borrowing (or (x) in the case of Swingline Loans, no later than 2:00 P.M. (New York City time) on the date specified pursuant to Section 2.03(b)(i) or (y) 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)),Borrowing, each Lender with a Commitment under the respective Tranche will make available its pro rata portion (determined in accordance with Section 2.071.07) 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)date. All such amounts will shall be made available in U.S. Dollars and in immediately available funds at the Payment OfficeOffice of the Administrative Agent, and the Administrative Agent will, except in the case of Revolving Loans made pursuant to a Mandatory RL Borrowing, will make available to the applicable Borrower at the Payment Office or such other location as may be reasonably satisfactory to the Administrative Agent and specified in the relevant Notice of Borrowing the aggregate of the amounts so made available by the LendersLenders prior to 1:00 P.M. (New York time) on such day to the extent of funds actually received by the Administrative Agent prior to such time on such day (provided that on the Amendment No. 3 Effective Date (i) the proceeds of the Tranche B-1 Term Loans shall be applied, first, to repay in full the Tranche B Term Loans (as defined in this Agreement immediately prior to giving effect to Amendment No. 3) together with all accrued and unpaid interest thereon and thereafter, shall be made available to the U.S. Borrower (ii) the proceeds of the Tranche C-1 Term Loans shall be applied, first, to repay in full the Tranche C Term Loans (as defined in this Agreement immediately prior to giving effect to Amendment No. 3) together with all accrued and unpaid interest thereon and thereafter, shall be made available to the Bermuda Borrower). Unless the Administrative Agent shall have been notified by any Lender prior to the date of any Borrowing that such Lender does not intend to make available to the Administrative Agent such Lender’s portion of 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 and the Administrative Agent may (but shall not be obligated to)may, in reliance upon such assumption, 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, 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, the Administrative Agent shall promptly notify the relevant Borrower to pay immediately such corresponding amount to the Administrative Agent and the such Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also shall be entitled to recover on demand from such Lender or the relevant 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 until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such Lender, the overnight Federal Funds Rate for the first three days and at the interest rate otherwise applicable to such Loans for each day thereafter and (ii) if recovered from the relevant Borrower, the rate of interest applicable to the relevant Borrowing, as determined pursuant to Section 2.081.08. Nothing in this Section 2.04 1.04 shall be deemed to relieve any Lender from its obligation to make Loans hereunder or to prejudice any rights which the a Borrower may have against any Lender as a result of any failure by such Lender to make Loans hereunder.

Disbursement of Funds. (a) No later than 1:00 P.M. (2:00 P.M. in the case of Swingline Loans) (New York City time) on the date specified in each Notice of Borrowing (or (x) in the case of Swingline Loans, no later than 2:00 P.M. (New York City time) on the date specified pursuant to Section 2.03(b)(i) or (y) 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)),Borrowing, each Lender with a Commitment Bank will make available its pro rata portion (determined in accordance with Section 2.07) share, if any, of each such Borrowing requested to be made on such date (or or, in the case of Swingline Loans, the Swingline Lender will BTCo shall make available the full amount thereof)) in the manner provided below. All such amounts will shall be made available to the Agent in U.S. Dollars dollars and in immediately available funds at the Payment Office, Office and the Administrative Agent will, except in the case of Revolving Loans made pursuant to a Mandatory RL Borrowing, promptly will make available to the Borrower by depositing to its account at the Payment Office the aggregate of the amounts so made available by in the Lenderstype of funds received. Unless the Administrative Agent shall have been notified by any Lender Bank prior to the date of any Borrowing that such Lender Bank does not intend to make available to the Administrative Agent such Lender’s portion its portion, if any, of any 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 Borrowing, and the Administrative Agent may (but shall not be obligated to)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 LenderBank and the Agent has made available same to the Borrower, 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, the Administrative Agent shall promptly notify the Borrower Borrower, and the Borrower shall immediately within 2 Business Days of notice thereof pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also shall be entitled to recover on demand 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 until to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (ix) if recovered from to be paid by such LenderBank, the overnight Federal Funds Rate for the first three days and at the interest rate otherwise applicable to such Loans for each day thereafter and or (iiy) if recovered from to be paid by the Borrower, the then applicable rate of interest applicable to interest, calculated in accordance with Section 1.8, for the relevant Borrowing, as determined pursuant to Section 2.08. Nothing in this Section 2.04 shall be deemed to relieve any Lender from its obligation to make Loans hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any failure by such Lender to make Loans hereunderrespective Loans.

Disbursement of Funds. (a) No later than 1:00 P.M. (New York City time) --------------------- (or 2:00 P.M. (New York time) in the case of a Borrowing of Base Rate Loans made on same day notice) on the date specified in each Notice of Borrowing (or (x) in the case of Swingline Loans, no later than 2:00 P.M. (New York City time) on the date specified pursuant to Section 2.03(b)(i) or (y) 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)),Borrowing, each Lender with a Commitment Bank will make available its pro rata portion (determined in accordance with Section 2.07) share, if any, 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)manner provided below. All such amounts will shall be made available to the Agent in U.S. Dollars and in immediately available funds at the Payment Office, Office and the Administrative Agent will, except in the case of Revolving Loans made pursuant to a Mandatory RL Borrowing, promptly will make available to the Borrower by depositing to its account at the Payment Office the aggregate of the amounts so made available by in the Lenderstype of funds received. Unless the Administrative Agent shall have been notified by any Lender Bank prior to the date of any Borrowing that such Lender Bank does not intend to make available to the Administrative Agent such Lender’s its portion of any 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 Borrowing, and the Administrative Agent may (but shall not be obligated to)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 LenderBank and the Agent has made available same to the Borrower, 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, the Administrative Agent shall promptly notify the Borrower Borrower, and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also shall be entitled to recover on demand from such Lender the 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 until to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (ix) if recovered from paid by such LenderBank, the overnight Federal Funds Rate for the first three days and at the interest rate otherwise applicable to such Loans for each day thereafter and or (iiy) if recovered from paid by the Borrower, the then applicable rate of interest applicable to interest, calculated in accordance with Section 1.08, for the relevant Borrowing, as determined pursuant to Section 2.08. Nothing in this Section 2.04 shall be deemed to relieve any Lender from its obligation to make Loans hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any failure by such Lender to make Loans hereunderrespective Revolving Loans.

Disbursement of Funds. (a) No later than 1:00 P.M. (New York City --------------------- time) on the date specified in each Notice of Borrowing (or (x) in the case of Swingline Loans, no later than 2:00 P.M. (New York City time) on the date specified in the notice deliv ered pursuant to Section 2.03(b)(i1.03(b) or (y) in the case of Mandatory RL Borrowings, no later than 1:00 P.M. 12:00 Noon (New York City time) on the date specified in Section 2.01(c1.01(C)(c)),, each Lender with a Commitment Bank will make available its pro rata portion (determined in accordance with Section 2.07) --- ---- share, if any, of each such Borrowing requested to be made on such date (or in the case of Swingline Loans, the Swingline Lender will BTCo shall make available the full amount thereof)) in the manner provided below. All such amounts will shall be made available to the Agent in U.S. Dollars dollars and in immediately available funds at the Payment Office, Office and the Administrative Agent will, except in the case of Revolving Loans made pursuant to a Mandatory RL Borrowing, promptly will make available to the Borrower by depositing to its account at the Payment Office the aggregate of the amounts so made available by in the Lenderstype of funds received. Unless the Administrative Agent shall have been notified by any Lender Bank prior to the date of any Borrowing that such Lender Bank does not intend to make available to the Administrative Agent such Lender’s its portion of any 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 Borrowing, and the Administrative Agent may (but shall not be obligated to)Agent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower Bor rower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such LenderBank and the Agent has made available same to the Borrower, 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, the Administrative Agent shall promptly notify the Borrower Borrower, and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also shall be entitled to recover on demand 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 until to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (ix) if recovered from paid by such LenderBank, the overnight Federal Funds Effective Rate for the first three days and at the interest rate otherwise applicable to such Loans for each day thereafter and or (iiy) if recovered from paid by the Borrower, the then applicable rate of interest applicable to interest, calculated in accordance with Section 1.08, for the relevant Borrowing, as determined pursuant to Section 2.08. Nothing in this Section 2.04 shall be deemed to relieve any Lender from its obligation to make Loans hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any failure by such Lender to make Loans hereunderrespective Revolving Loans.

Disbursement of Funds. (a) No later than 1:00 P.M. the later of 12:00 p.m. (New York City time) on the date specified in each Notice of Borrowing (or (xincluding Mandatory Borrowings and Borrowings to reimburse Unpaid Drawings under Letters of Credit) in and one hour after written notice of such Borrowing is delivered by the case of Swingline Loans, no later than 2:00 P.M. (New York City time) on the date specified pursuant Administrative Agent to Section 2.03(b)(i) or (y) 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)),such Lender, each Lender with a Commitment will make available its pro rata portion (determined in accordance with Section 2.07) portion, if any, of each such Borrowing requested to be made on such date (or in the case manner provided below; provided that, on the Closing Date (or, with respect to any Incremental Facilities, on the relevant Incremental Facilities Closing Date), such funds 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, that all Swingline Loans, Loans shall be made available to the Borrower in the full amount thereof by the Swingline Lender will no later than one hour after written notice of such Borrowing is delivered by the Administrative Agent to the Swingline Lender. (b) (i) Each Lender shall make available all such requested amounts it is to fund to the full amount thereof). All such amounts will be made available in U.S. Dollars and Borrower under any Borrowing for its applicable Commitments in immediately available funds to the Administrative Agent at the Payment Office, Administrative Agent’s Office and the Administrative Agent will, will (except in the case of Revolving Loans made pursuant Mandatory Borrowings and Borrowings to a Mandatory RL Borrowing, repay Unpaid Drawings under Letters of Credit) make available to the Borrower at by depositing to an account designated by the Payment Office Borrower to the Administrative Agent in writing, the aggregate of the amounts so made available by the Lendersin Dollars or such other applicable Alternative Currency. 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 such Lender’s its portion of any 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 Borrowing, and the Administrative Agent may (but shall not be obligated to)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 LenderLender and the Administrative Agent has made available same to the Borrower, 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, the Administrative Agent shall promptly notify the Borrower Borrower, and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall 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 until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such Lender, the overnight Federal Funds Rate for the first three days and at the interest rate otherwise applicable to such Loans for each day thereafter and (ii) if recovered from the Borrower, the rate of interest applicable to the relevant Borrowing, as determined pursuant to Section 2.08. Nothing in this Section 2.04 shall be deemed to relieve any Lender from its obligation to make Loans hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any failure by such Lender to make Loans hereunder.-111- #96562806v11

Disbursement of Funds. No All Term Loans and Revolving Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that neither Administrative Agent nor any Lender shall be responsible for any default by any other Lender in that other Lender's obligation to make a Loan requested hereunder nor shall the Commitment of any Lender to make the particular Type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender's obligation to make a Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Borrowing pursuant to subsection 2.1B Administrative Agent shall notify each Lender for that Type of Loan of the proposed borrowing. Each such Lender shall make the amount of its Loan available to Administrative Agent at the Administrative Agent's Office not later than 1:00 P.M. 12:00 Noon (New York City time) on the date applicable Funding Date. Except to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in each Notice of Borrowing subsections 4.1 (or (x) in the case of Swingline Loans, no later than 2:00 P.M. (New York City time) Loans made on the date specified pursuant to Section 2.03(b)(iClosing Date) or and 4.2 (y) in the case of Mandatory RL Borrowingsall Loans), no later than 1:00 P.M. (New York City time) Administrative Agent shall make the proceeds of such Loans available to Borrower on the date applicable Funding Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders to be wire transferred to the account of Borrower as specified in Section 2.01(c)),, each Lender with a Commitment will make available its pro rata portion (determined in accordance with Section 2.07) the applicable Notice 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 will be made available in U.S. Dollars and in immediately available funds at the Payment Office, and the Administrative Agent will, except in the case of Revolving Loans made pursuant to a Mandatory RL Borrowing, make available to the Borrower at the Payment Office the aggregate of the amounts so made available by the Lenders. Unless the Administrative Agent shall have been notified by any Lender prior to the date of a Funding Date for any Borrowing Loans that such Lender does not intend to make available to the Administrative Agent the amount of such Lender’s portion of any Borrowing to be made 's Loan requested on such dateFunding Date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing Funding Date and the Administrative Agent may (may, in its sole discretion, but shall not be obligated to), in reliance upon such assumption, make available to the Borrower a corresponding amountamount on such Funding Date. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such LenderLender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s 's demand therefor, the Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Lender or the Borrower together with interest on such corresponding amount in respect of thereon, for each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower Funding Date until the date such corresponding amount is recovered by the paid to Administrative Agent, at a rate per annum equal to (i) if recovered from such Lender, the overnight Federal Funds Rate for the first three days and at the interest rate otherwise applicable to such Loans for each day thereafter and (ii) if recovered from the Borrower, the rate of interest applicable to the relevant Borrowing, as determined pursuant to Section 2.08payable under this Agreement for Base Rate Loans. Nothing in this Section 2.04 subsection 2.1C shall be deemed to relieve any Lender from its obligation to make Loans fulfill its Commitments hereunder or to prejudice any rights which the that Borrower may have against any Lender as a result of any failure default by such Lender to make Loans hereunder.

Disbursement of Funds. No later than 1:00 P.M. 12:00 Noon (New York City time) on the date specified in each Notice of Borrowing (or (x) in the case of Swingline Loans, no later than 2:00 3:00 P.M. (New York City time) on the date specified pursuant to Section 2.03(b)(i1.03(b)(i) or (y) 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(c1.01(c)),, each Lender with a Commitment will make available its pro rata portion (determined in accordance with Section 2.071.07) of each such Borrowing requested to be made on such date (or or, in the case of Swingline Loans, the Swingline Lender will make available the full amount thereof). All such amounts will be made available in U.S. Dollars and in immediately available funds at the Payment Office, and the Administrative Agent willand, except in the case of for Revolving Loans made pursuant to a Mandatory RL Borrowing, the Administrative Agent will make available to the Borrower at the Payment Office Office, the aggregate of the amounts so made available by the LendersLenders to the extent of funds actually received by the Administrative Agent. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any Borrowing that such Lender does not intend to make available to the Administrative Agent such Lender’s 's portion of 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 and the Administrative Agent may (but shall not be obligated to), in reliance upon such assumption, 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, 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 's demand therefor, the Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent one Business Day after the Administrative Agent's demand therefor. The Administrative Agent shall also shall 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 until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such Lender, at the overnight Federal Funds Rate for the first three days and at the interest rate otherwise applicable to such Loans for each day thereafter thereafter, and (ii) if recovered from the Borrower, the rate of interest applicable to the relevant respective Borrowing, as determined pursuant to Section 2.081.08. Nothing in this Section 2.04 1.04 shall be deemed to relieve any Lender from its obligation to make Loans hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any failure by such Lender to make Loans hereunder.

Disbursement of Funds. No later than 1:00 P.M. 12:00 Noon (New York City Detroit, Michigan time) on the date specified in each Notice of Borrowing (or (x) in the case of Swingline Loans, no later than 2:00 4:00 P.M. (New York City Detroit, Michigan time) on the date specified pursuant to Section 2.03(b)(i1.03(b)(i) or (y) in the case of Mandatory RL Borrowings, no later than 1:00 P.M. 12:00 Noon (New York City Detroit, Michigan time) on the date specified in Section 2.01(c1.01(c)),, each Lender with a Commitment will make available its pro rata portion (determined in accordance with Section 2.071.07) 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 will be made available in U.S. Dollars and in immediately available funds at the Payment Office, and the Administrative Agent willand, except in the case of for Revolving Loans made pursuant to a Mandatory RL Borrowing, the Administrative Agent will make available to the Borrower at the Payment Office the aggregate of the amounts so made available by the Lenders. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any Borrowing that such Lender does not intend to make available to the Administrative Agent such Lender’s 's portion of 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 and the Administrative Agent may (but shall not be obligated to), in reliance upon such assumption, 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, 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 's demand therefor, the Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall 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 until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such Lender, at the overnight Federal Funds Rate for the first three days and at the interest rate otherwise applicable to such Loans for each day thereafter and (ii) if recovered from the Borrower, the rate of interest applicable to the relevant Borrowing, as determined pursuant to Section 2.08. Nothing in this Section 2.04 shall be deemed to relieve any Lender from its obligation to make Loans hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any failure by such Lender to make Loans hereunder.otherwise

Disbursement of Funds. No later than 1:00 P.M. 12:00 Noon (New York City time) on the date specified in each Notice of Borrowing (or (x) in the case of Swingline Loans, no later than 2:00 P.M. (New York City time) on the date specified pursuant to Section 2.03(b)(i) or (y) 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)),Borrowing, each Lender with a Commitment Bank will make available its pro rata portion (determined in accordance with Section 2.07) of each such Borrowing requested to be made on such date (or to the Administrative Agent, in the case of Swingline Loans, the Swingline Lender will make available the full amount thereof). All such amounts will be made available in U.S. Dollars and in immediately available funds at the Payment Office, and the Administrative Agent will, except in the case of Revolving Loans made pursuant to a Mandatory RL Borrowing, will make available to the Borrower at the Payment Office the aggregate of the amounts so made available by the LendersBanks. 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 such Lender’s Bank's portion of any such Borrowing 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 such Borrowing and the Administrative Agent may (but shall not be obligated to)may, in reliance upon such assumption, make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such LenderBank, 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, the Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also shall be entitled to recover on demand from such Lender Bank or the Borrower Borrower, as the case may be, (i) 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 until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (ix) if recovered from such LenderBank, the overnight Federal Funds Rate for the first three two days and at the interest rate otherwise applicable to such Loans for each day Alternate Base Rate thereafter and (iiy) if recovered from the Borrower, the then applicable rate of interest applicable to for Base Rate Loans or Eurodollar Loans, as the relevant Borrowingcase may be, as determined pursuant in accordance with Section 1.08 plus (ii) in any case, an amount equal to Section 2.08any losses incurred by the Administrative Agent or any Bank (other than the Bank which failed to make its funds available) under any Hedging Agreement or otherwise as a result of the failure of such Bank or the Borrower to provide such amount as required in this Agreement. Nothing in this Section 2.04 1.04 shall be deemed to relieve any Lender Bank from its obligation to make Loans fulfill its Commitment hereunder or to prejudice any rights which the Borrower may have against any Lender Bank as a result of any failure default by such Lender to make Loans any Bank hereunder.

Disbursement of Funds. No The Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that neither Administrative Agent nor any Lender shall be responsible for any default by any other Lender in that other Lender’s obligation to make a Loan requested hereunder nor shall the Pro Rata Share of any Lender be increased or decreased as a result of a default by any other Lender in that other Lender’s obligation to make a Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Borrowing pursuant to subsection 2.1B, Administrative Agent shall notify each Lender of the proposed borrowing. Each such Lender shall make the amount of its Loan available to Administrative Agent at the Funding and Payment Office not later than 1:00 P.M. 12:00 Noon (New York City time) on the date Closing Date, in same day funds in Dollars. Upon satisfaction or waiver of the conditions precedent specified in each subsections 4.1 and 4.2, Administrative Agent shall make the proceeds of such Loans available to Company on the Closing Date by causing an amount of same day funds in Dollars, equal to the proceeds of all such Loans received by Administrative Agent from Lenders to be credited to the account designated by Company in the Notice of Borrowing (or (x) in the case of Swingline Loans, no later than 2:00 P.M. (New York City time) on the date specified pursuant to Section 2.03(b)(i) or (y) 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 with a Commitment will make available 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 will be made available in U.S. Dollars and in immediately available funds at the Payment Office, and the Administrative Agent will, except in the case of Revolving Loans made pursuant to a Mandatory RL Borrowing, make available to the Borrower at the Payment Office the aggregate of the amounts so made available by the Lenders. Unless the Administrative Agent shall have been notified by any Lender prior to the date of Closing Date for any Borrowing Loans that such Lender does not intend to make available to the Administrative Agent the amount of such Lender’s portion of any Borrowing to be made Loan requested on such datethe Closing Date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing the Closing Date and the Administrative Agent may (may, in its sole discretion, but shall not be obligated to), in reliance upon such assumption, make available to the Borrower Company a corresponding amountamount on the Closing Date. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such LenderLender together with interest thereon, for each day from the Closing Date until the date such amount is paid to Administrative Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. 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 Company and the Borrower Company shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Lender or the Borrower together with interest on such corresponding amount in respect of thereon, for each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower Closing Date until the date such corresponding amount is recovered by the paid to Administrative Agent, at a rate per annum equal to (i) if recovered from such Lender, the overnight Federal Funds Rate for the first three days and at the interest rate otherwise applicable to such Loans for each day thereafter and (ii) if recovered from the Borrower, the rate of interest applicable to the relevant Borrowing, as determined pursuant to Section 2.08payable under this Agreement for Base Rate Loans. Nothing in this Section 2.04 subsection 2.1C shall be deemed to relieve any Lender from its obligation to make Loans fulfill its Commitments hereunder or to prejudice any rights which the Borrower that Company may have against any Lender as a result of any failure default by such Lender to make Loans hereunder.

Disbursement of Funds. No Except as otherwise specifically provided in the immediately succeeding sentence, no later than 1:00 P.M. (New York City time) on the date specified in each Notice of Borrowing (or (x) in the case of Swingline Loans, no not later than 2:00 1:00 P.M. (New York City time) on the date specified pursuant to Section 2.03(b)(i1.03(b)(i) or (y) in the case of Mandatory RL Borrowings, no not later than 1:00 P.M. (New York City time) on the date specified in Section 2.01(c1.01(e)),, each Lender with a Commitment of the respective Tranche will make available 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 shall make available the full amount thereof). All such amounts will shall be made available in U.S. Dollars and in immediately available funds at the Payment Office, and Office of the Administrative Agent willAgent, and, except in the case of Revolving Loans made pursuant to a Mandatory RL BorrowingBorrowings, the Administrative Agent will make available to the Borrower at the Payment Office the aggregate of the amounts so made available by the LendersLenders (for Loans other than Swingline Loans, prior to 3:00 P.M. (New York time) on such day, to the extent of funds actually received by the Administrative Agent prior to 1:00 P.M. (New York time) on such day). Unless the Administrative Agent shall have been notified by any Lender prior to the date of any Borrowing that such Lender does not intend to make available to the Administrative Agent such Lender’s 's portion of 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 and the Administrative Agent may (but shall not be obligated to)may, in reliance upon such assumption, 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, 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, the Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall 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 until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such Lender, the overnight Federal Funds Rate for the first three days and at the interest rate otherwise applicable to such Loans for each day thereafter and (ii) if recovered from the Borrower, the rate of interest applicable to the relevant Borrowing, as determined pursuant to Section 2.08. Nothing in this Section 2.04 shall be deemed to relieve any Lender from its obligation to make Loans hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any failure by such Lender to make Loans hereunder.such

Disbursement of Funds. No later than 1:00 P.M. (New York City time) on the date specified in each Notice of Borrowing (or (x) in the case of Swingline Loans, no later than 2:00 3:00 P.M. (New York City time) on the date specified pursuant to Section 2.03(b)(i) or (y) 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(c2.01(e)),, each Lender with a Commitment of the respective Tranche will make available 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 will be made available in U.S. Dollars and in immediately available funds at the Payment Office, and the Administrative Agent will, except in the case of Revolving Loans made pursuant to a Mandatory RL Borrowing, make available to the Borrower at the Payment Office the aggregate of the amounts so made available by the Lenders. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any Borrowing that such Lender does not intend to make available to the Administrative Agent such Lender’s portion of 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 and the Administrative Agent may (but shall not be obligated to), in reliance upon such assumption, 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, 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, the Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall 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 until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such Lender, the overnight Federal Funds Rate for the first three days and at the interest rate otherwise applicable to such Loans for each day thereafter and (ii) if recovered from the Borrower, the rate of interest applicable to the relevant respective Borrowing, as determined pursuant to Section 2.08. Nothing in this Section 2.04 shall be deemed to relieve any Lender from its obligation to make Loans hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any failure by such Lender to make Loans hereunder.this

Disbursement of Funds. No All Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender's obligation to make a Loan requested hereunder nor shall the Commitment of any Lender be increased or decreased as a result of a default by any other Lender in that other Lender's obligation to make a Loan requested hereunder. Promptly after receipt by Facility Manager of a Notice of Borrowing pursuant to subsection 2.1B (or telephonic notice in lieu thereof), Facility Manager shall notify each Lender of the proposed borrowing. Each Lender shall make the amount of its Loan available to Facility Manager not later than 1:00 P.M. 12:00 Noon (New York City time) on the date Closing Date, in same day funds in Dollars, at the Funding and Payment Office. Upon satisfaction or waiver of the conditions precedent specified in each Notice subsection 3.1 and subsection 3.2, Facility Manager shall make the proceeds of Borrowing (or (x) in the case of Swingline Loans, no later than 2:00 P.M. (New York City time) such Loans available to Company on the date specified pursuant Closing Date by causing an amount of same day funds in Dollars equal to Section 2.03(b)(i) or (y) in the case proceeds 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 with a Commitment will make available its pro rata portion (determined in accordance with Section 2.07) of each all such Borrowing requested Loans received by Facility Manager from Lenders to be made on such date (or in credited to the case account of Swingline Loans, the Swingline Lender will make available the full amount thereof). All such amounts will be made available in U.S. Dollars and in immediately available funds Company at the Funding and Payment Office, and the Administrative Agent will, except in the case of Revolving Loans made pursuant to a Mandatory RL Borrowing, make available to the Borrower at the Payment Office the aggregate of the amounts so made available by the Lenders. Unless the Administrative Agent Facility Manager shall have been notified by any Lender prior to the date of any Borrowing Closing Date that such Lender does not intend to make available to Facility Manager the Administrative Agent amount of such Lender’s portion of any Borrowing to be made 's Loan requested on such datethe Closing Date, the Administrative Agent Facility Manager may assume that such Lender has made such amount available to Facility Manager on the Administrative Agent on such date of Borrowing Closing Date and the Administrative Agent may (Facility Manager may, in its sole discretion, but shall not be obligated to), in reliance upon such assumption, make available to the Borrower Company a corresponding amountamount on the Closing Date. If such corresponding amount is not in fact made available to the Administrative Agent Facility Manager by such Lender, the Administrative Agent Facility Manager shall be entitled to recover such corresponding amount on demand from such LenderLender together with interest thereon, for each day from the Closing Date until the date such amount is paid to Facility Manager, at the customary rate set by Facility Manager for the correction of errors among banks for three Business Days and thereafter at 2.00% over the Adjusted Eurodollar Rate. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s Facility Manager's demand therefor, the Administrative Agent Facility Manager shall promptly notify the Borrower Company and the Borrower Company shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Lender or the Borrower Facility Manager together with interest on such corresponding amount in respect of thereon, for each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower Closing Date until the date such corresponding amount is recovered by the Administrative Agentpaid to Facility Manager, at a rate per annum equal to (i) if recovered from such Lender, the overnight Federal Funds Rate for the first three days and at the interest rate otherwise applicable to such Loans for each day thereafter and (ii) if recovered from the Borrower, 2.00% over the rate of interest applicable to the relevant Borrowing, as determined pursuant to Section 2.08payable under this Agreement for Adjusted Eurodollar Rate Loans. Nothing in this Section 2.04 subsection 2.1C shall be deemed to relieve any Lender from its obligation to make Loans fulfill its Commitments hereunder or to prejudice any rights which the Borrower that Company may have against any Lender as a result of any failure default by such Lender to make Loans hereunder.

Disbursement of Funds. No later than 1:00 P.M. 12:00 noon (New York City time) --------------------- on the date specified in each Notice of Borrowing (or (x) in the case of Swingline Loans, no later than 2:00 P.M. (New York City time) on the date specified pursuant to Section 2.03(b)(i) or (y) 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)),Borrowing, each Lender with a Commitment Bank will make available 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 date. --- ---- Each Bank shall make its pro rata portion of Swingline Loans, the Swingline Lender will make available the full amount thereof). All each such amounts will be made Borrowing available in U.S. Dollars --- ---- the Loan Currency and in immediately available funds at the Payment OfficeOffice of the Agent, and the Administrative Agent will, except in the case of Revolving Loans made pursuant to a Mandatory RL Borrowing, will make available to the applicable Borrower at the Payment Office the aggregate of the amounts so made available by the LendersBanks. Unless the Administrative Agent shall have been notified by any Lender Bank prior to the date of any Borrowing that such Lender Bank does not intend to make available to the Administrative Agent such Lender’s Bank's pro rata portion of any Borrowing 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 may (but shall not be obligated to)may, in reliance upon such assumption, make available to the such Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such LenderBank, 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, the Administrative Agent shall promptly notify the Borrower applicable Borrower, and the such Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also shall be entitled to recover on demand from such Lender Bank or such Bor rower, 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 applicable Borrower until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such LenderBank, the overnight Federal Funds Rate for the first three days and at the interest rate otherwise applicable to such Loans for each day thereafter and (ii) if recovered from the such Borrower, the rate of interest applicable to the relevant respective Borrowing, as determined pursuant to Section 2.082.07 (it being understood that if such Borrower pays such interest to the Agent, no interest on such amount shall be payable by such Borrower to the respective Bank). Nothing in this Section 2.04 shall be deemed to relieve any Lender Bank from its obligation to make Loans hereunder or to prejudice any rights which the any Borrower may have against any Lender Bank as a result of any failure by such Lender Bank to make Loans hereunder.

Disbursement of Funds. No later than 1:00 P.M. 12:00 noon (New York City time) on --------------------- the date specified in each Notice of Borrowing (or (x) in the case of Swingline Loans, no later than 2:00 P.M. (New York City time) on the date specified pursuant to Section 2.03(b)(i) or (y) 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)),Borrowing, each Lender with a Commitment Bank will make available 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 date. --- ---- Each Bank shall make its pro rata portion of Swingline Loans, the Swingline Lender will make available the full amount thereof). All each such amounts will be made Borrowing available in U.S. Dollars --- ---- the Loan Currency and in immediately available funds at the Payment OfficeOffice of the Agent, and the Administrative Agent will, except in the case of Revolving Loans made pursuant to a Mandatory RL Borrowing, will make available to the applicable Borrower at the Payment Office the aggregate of the amounts so made available by the LendersBanks. Unless the Administrative Agent shall have been notified by any Lender Bank prior to the date of any Borrowing that such Lender Bank does not intend to make available to the Administrative Agent such Lender’s Bank's pro rata --- ---- portion of any Borrowing 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 may (but shall not be obligated to)may, in reliance upon such assumption, make available to the such Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such LenderBank, 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, the Administrative Agent shall promptly notify the Borrower applicable Borrower, and the such Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also shall be entitled to recover on demand from such Lender Bank 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 applicable Borrower until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such LenderBank, the overnight Federal Funds Rate for the first three days and at the interest rate otherwise applicable to such Loans for each day thereafter and (ii) if recovered from the such Borrower, the rate of interest applicable to the relevant respective Borrowing, as determined pursuant to Section 2.082.07 (it being understood that if such Borrower pays such interest to the Agent, no interest on such amount shall be payable by such Borrower to the respective Bank). Nothing in this Section 2.04 shall be deemed to relieve any Lender Bank from its obligation to make Loans hereunder or to prejudice any rights which the any Borrower may have against any Lender Bank as a result of any failure by such Lender Bank to make Loans hereunder.

Disbursement of Funds. No later than 1:00 P.M. (New York City timea) Subject to the terms and conditions hereinafter provided, each Bank will make available its pro rata share, if any, of each Borrowing requested to be made on the date specified in each a Notice of Borrowing (or (x) a Notice of Competitive Bid Borrowing, as the case may be, in the case of Swingline Loans, no later than 2:00 P.M. (New York City time) on the date specified pursuant to Section 2.03(b)(i) or (y) in the case of Mandatory RL Borrowings, manner provided below by no later than 1:00 P.M. (New York City time) on the date specified in Section 2.01(c)),such date, each Lender with a Commitment will make available its pro rata portion (determined in accordance with Section 2.07) of each such Borrowing requested to be made on such date (or but, in the case of Swingline a Borrowing of Base Rate Loans, only to the Swingline Lender will make available extent that such Bank has received a notice from the full amount thereof)Administrative Agent of such proposed Borrowing. All such amounts will shall be made available to the Administrative Agent (x) in U.S. the case of a Borrowing of Revolving Loans, in an Approved Currency as specified in such Notice of Borrowing and (y) in the case of a Competitive Bid Borrowing, in Dollars and or an Approved Alternate Currency as specified in such Notice of Competitive Bid Borrowing and, in each case, in immediately available funds at the Payment Office, and the Administrative Agent promptly will, except on the date specified in the case such Notice of Revolving Loans made pursuant to a Mandatory RL Borrowing, make available to the Borrower by depositing to its account at the Payment Office the aggregate of the amounts so made available by the LendersBanks by the time specified in the preceding sentence in the type of funds received. Unless the Administrative Agent shall have been notified by any Lender Bank prior to the date of any Borrowing that such Lender Bank does not intend to make available to the Administrative Agent such Lender’s portion its portion, if any, of any 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 Borrowing, and the Administrative Agent may (but shall not be obligated to)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 LenderBank and the Administrative Agent has made available same to the Borrower, 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 demand therefor, the Administrative Agent shall promptly notify the Borrower Borrower, and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also shall be entitled to recover on demand 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 until to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (ix) if recovered from to be paid by such LenderBank, the overnight Federal Funds Rate 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 days Business Days following such date of availability and thereafter at the interest rate otherwise applicable to such Loans for each day thereafter and Base Rate or (iiy) if recovered from to be paid by the Borrower, the then applicable rate of interest applicable to interest, calculated in accordance with Section 1.09 for the relevant Borrowing, as determined pursuant to Section 2.08. Nothing in this Section 2.04 shall be deemed to relieve any Lender from its obligation to make Loans hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any failure by such Lender to make Loans hereunderrespective Loans.

Disbursement of Funds. No later than 1:00 P.M. 12:00 Noon (New York City time) on the date specified in each Notice of Borrowing (or (x) in the case of Swingline Loans, no later than 2:00 P.M. (New York City time) on the date specified pursuant to Section 2.03(b)(i) or (y) 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)),Borrowing, each Lender with a Commitment Bank will make available its pro rata portion (determined in accordance with Section 2.07) of each such Borrowing requested to be made on such date (or to the Administrative Agent, in the case of Swingline Loans, the Swingline Lender will make available the full amount thereof). All such amounts will be made available in U.S. Dollars and in immediately available funds at the Payment Office, and the Administrative Agent will, except in the case of Revolving Loans made pursuant to a Mandatory RL Borrowing, will make available to the Borrower at the Payment Office the aggregate of the amounts so made available by the LendersBanks. 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 such Lender’s Bank's portion of any such Borrowing 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 such Borrowing and the Administrative Agent may (but shall not be obligated to)may, in reliance upon such assumption, make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such LenderBank, 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, the Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also shall be entitled to recover on demand from such Lender Bank or the Borrower Borrower, as the case may be, (i) 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 until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (ix) if recovered from such LenderBank, the overnight Federal Funds Rate for the first three two days and at the interest rate otherwise applicable to such Loans for each day Alternate Base Rate thereafter and (iiy) if recovered from the Borrower, the then applicable rate of interest applicable to for Base Rate Loans or Eurodollar Loans, as the relevant Borrowingcase may be, as determined pursuant in accordance with Section 1.08 plus (ii) in any case, an amount equal to Section 2.08any losses incurred by the Administrative Agent or any Bank (other than the Bank which failed to make its funds available) under any Hedging Agreement or otherwise as a result of the failure of such Bank to provide such amount as required in this Agreement. Nothing in this Section 2.04 1.04 shall be deemed to relieve any Lender Bank from its obligation to make Loans fulfill its Commitment hereunder or to prejudice any rights which the Borrower may have against any Lender Bank as a result of any failure default by such Lender to make Loans any Bank hereunder.

Disbursement of Funds. No later than 1:00 P.M. 3:00 p.m. (New York City --------------------- time) on the date specified in each Notice of Borrowing (or (x) in the case of Swingline Loans, no later than 2:00 P.M. (New York City time) on the date specified pursuant to Section 2.03(b)(i) or (y) 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)),relevant Disbursement Date, each Lender with a Commitment will make available its pro rata portion (determined in accordance with Section 2.07) share of each such Borrowing the Bridge Loan requested to be made on such date (or in the case of Swingline Loans, the Swingline Lender will make available the full amount thereof)manner provided below. All such amounts will shall be made available to the Agent in U.S. Dollars and in immediately available funds at by deposit to the Payment Office, Agent's account specified in Section 2.8(b) and the Administrative Agent will, except in the case of Revolving Loans made pursuant to a Mandatory RL Borrowing, promptly will make available to the Borrower at the Payment Office by depositing to its account specified pursuant to Section 2.2(b) the aggregate of the amounts so made available by in the Lenderstype of funds received. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any Borrowing such Disbursement Date that such Lender does not intend to make available to the Administrative Agent such Lender’s portion its pro rata share of any Borrowing the Bridge Loan 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 date, and the Administrative Agent may (but shall not be obligated to)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 LenderLender and the Agent has made available same to the Borrower, 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 '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. The Administrative Agent shall also shall 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 until to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (ix) if recovered from paid by such Lender, the overnight Federal Funds Rate for the first three days and at the interest rate otherwise applicable to such Loans for each day thereafter and or (iiy) if recovered from paid by the Borrower, the then applicable rate of interest applicable to on the relevant Borrowing, as determined pursuant to Section 2.08. Nothing in this Section 2.04 shall be deemed to relieve any Lender from its obligation to make Loans hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any failure by such Lender to make Loans hereunderBridge Loan.

Disbursement of Funds. No later than 1:00 P.M. (New York City time) on All Loans shall be made, and all participation purchased, by the date specified Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no Lender shall be responsible for any default by any other Lender in each that other Lender’s obligation to make a Loan requested hereunder nor shall the Commitment of any Lender to make the particular type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender’s obligation to make a Loan requested hereunder. Promptly after receipt by the Administrative Agent of a Notice of Borrowing pursuant to subsection 2.1B(ii) (or (x) telephonic notice in the case of Swingline Loans, no later than 2:00 P.M. (New York City time) on the date specified pursuant to Section 2.03(b)(i) or (y) 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 with a Commitment will make available 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 lieu thereof). All such amounts will be made available in U.S. Dollars and in immediately available funds at the Payment Office, and the Administrative Agent willshall notify each Lender or the Swing Line Lender, except in as the case of Revolving Loans made pursuant to a Mandatory RL Borrowingmay be, make available to the Borrower at the Payment Office the aggregate of the amounts so made available by proposed borrowing and of the Lendersamount of such Lender’s Pro Rata Share of the applicable Revolving Loans. Unless the Administrative Agent shall have been notified by any received notice from a Lender prior to the date of any Borrowing applicable Funding Date that such Lender does will not intend to make available to the Administrative Agent the amount of such Lender’s portion of any Borrowing to be made Loan requested on such dateFunding Date, the Administrative Agent may assume that such Lender has made such amount share available to the Administrative Agent on such date of Borrowing Funding Date in accordance and the Administrative Agent may (may, in reliance upon such assumption and in its sole discretion, but shall not be obligated to)to make available to the Company a corresponding amount on such Funding Date. In such event, if a Lender has not in fact made its share of the applicable Loan available to the Administrative Agent, then the applicable Lender and the Company severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Company to but excluding the date of payment to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Base Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation and (ii) in the case of a payment to be made by the Company, the interest rate applicable to Base Rate Loans. If the Company 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 Company the amount of such interest paid by the Company for such period. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in such borrowing. Any payment by the Company shall be without prejudice to any claim the Company may have against a Lender that shall have failed to make such payment to the Administrative Agent. Unless the Administrative Agent shall have received notice from the Company prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders and the Issuing Bank hereunder that the Company will not make such payment, the Administrative Agent may assume that the Company has made such payment on such date in accordance herewith and may, in reliance upon such assumption, make available distribute to the Borrower a corresponding amountLenders or the Issuing Bank, as the case may be, the amount due. If In such corresponding amount is event, if the Company has not in fact made available such payment, then each of the Lenders or the Issuing Bank, as the case may be, severally agrees to repay to the Administrative Agent by such Lender, the Administrative Agent shall be entitled to recover such corresponding amount forthwith on demand from such Lender. If such Lender does not pay such corresponding the 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 so distributed to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Lender or the Borrower Issuing Bank, with interest on such corresponding amount in respect of thereon, for each day from and including the date such corresponding amount was made available by the Administrative Agent is distributed to the Borrower until it to but excluding the date such corresponding amount is recovered by of payment to the Administrative Agent, at the greater of the Base Rate and a rate per annum equal to (i) if recovered from such Lender, determined by the overnight Federal Funds Rate for the first three days and at the interest rate otherwise applicable to such Loans for each day thereafter and (ii) if recovered from the Borrower, the rate of interest applicable to the relevant Borrowing, as determined pursuant to Section 2.08. Nothing Administrative Agent in this Section 2.04 shall be deemed to relieve any Lender from its obligation to make Loans hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any failure by such Lender to make Loans hereunderaccordance with banking industry rules on interbank compensation.

Disbursement of Funds. No Except as otherwise specifically provided in the immediately succeeding sentence, no later than 1:00 P.M. 12:00 Noon (New York City time) on the date specified in each Notice of Borrowing (or (x) in the case of Swingline Loans, no not later than 2:00 P.M. (New York City time) on the date specified pursuant to Section 2.03(b)(i1.03(b)(i) or (y) in the case of Mandatory RL Borrowings, no not later than 1:00 P.M. 12:00 Noon (New York City time) on the date specified in Section 2.01(c1.01(c)),, each Lender with a Commitment will make available 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 BTCo shall make available the full amount thereof). All such amounts will shall be made available in U.S. Dollars and in immediately available funds at the Payment OfficeOffice of the Administrative Agent, and the Administrative Agent will, except in the case of Revolving Loans made pursuant to a Mandatory RL Borrowing, will make available to the Borrower at the Payment Office the aggregate of the amounts so made available by the Lenders. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any Borrowing that such Lender does not intend to make available to the Administrative Agent such Lender’s 's portion of 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 and the Administrative Agent may (but shall not be obligated to)may, in reliance upon such assumption, 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, 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 's demand therefor, the Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also shall 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 until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such Lender, at the overnight Federal Funds Rate for the first three days and at the interest rate otherwise applicable to such Loans for each day thereafter and (ii) if recovered from the Borrower, the rate of interest applicable to the relevant respective Borrowing, as determined pursuant to Section 2.081.08. Nothing in this Section 2.04 1.04 shall be deemed to relieve any Lender from its obligation to make Loans hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any failure by such Lender to make Loans hereunder.

Disbursement of Funds. No later than 1:00 P.M. 12:00 Noon (New York City time) on the date specified in each Notice of Borrowing (or (x) in Closing Date, the case of Swingline Loans, no later than 2:00 P.M. (New York City time) on the date specified pursuant to Section 2.03(b)(i) or (y) 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 with a Commitment Additional Term B-2 Lenders will make available its pro rata portion (determined in accordance with Section 2.07) of each such Borrowing of Additional Term B-2 Loans requested to be made on such date (or in the case of Swingline Loansdate, the Swingline Lender will make available the full amount thereof). All such amounts will be made available in U.S. Dollars and in immediately available funds at the Payment OfficeOffice of the Administrative Agent, and the conversion of Converted Term B-1 Loans shall be effective no later than 12:00 Noon (New York time) on the Closing Date. The Administrative Agent will, except in the case of Revolving Loans made pursuant to a Mandatory RL Borrowing, will make available to the Borrower Company at the Payment Office in immediately available funds, the aggregate of the amounts so made available by the LendersLenders prior to 1:00 P.M. (New York time) on such day, to the extent of funds actually received by the Administrative Agent. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any Borrowing that such Lender does not intend to make available to the Administrative Agent such Lender’s portion of 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 and the Administrative Agent may (but shall not be obligated to)may, in reliance upon such assumption, make available to the Borrower Company a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender, 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, the Administrative Agent shall promptly notify the Borrower Company and the Borrower Company shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also shall be entitled to recover on demand from such Lender or the Borrower Company, 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 Company until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such Lender, the overnight Federal Funds Rate for the first three days and at the interest rate otherwise applicable to such Loans for each day thereafter and (ii) if recovered from the BorrowerCompany, the rate of interest applicable to the relevant respective Borrowing, as determined pursuant to Section 2.08. Nothing in this Section 2.04 shall be deemed to relieve any Lender from its obligation to make Loans hereunder or to prejudice any rights which the Borrower Company may have against any Lender as a result of any failure by such Lender to make Loans hereunder.

Disbursement of Funds. No later than 1:00 P.M. (New York City time) on the date specified in each Notice of Borrowing (or (x) in the case of Swingline Loans, no not later than 2:00 3:00 P.M. (New York City time) on the date specified pursuant to Section 2.03(b)(i) or (ii), as applicable, (y) in the case of Mandatory RL Borrowings, no not later than 1:00 P.M. 10:00 A.M. (New York City time) on the date specified in Section 2.01(c2.01(d) and (z) in the case of a Borrowing of Euro Denominated Loans and Other Foreign Currency Denominated Loans, no later than 1:00 P.M.] (New York time), on such date),, each Lender with a Commitment will under the relevant Tranche of Loans will, subject to Section 16, make available its pro rata portion (determined in accordance with Section 2.07) of each such Borrowing requested to be made on such date (or or, in the case of Swingline Loans, the respective Swingline Lender will shall make available the full amount thereof). All such amounts will be made available in U.S. Dollars the relevant Available Currency, and in immediately available funds at the Payment Office, and the relevant Administrative Agent willwill make available to the respective Borrower or Borrowers (or to the relevant Swingline Lender, except in the case of Revolving Loans made pursuant to a Mandatory RL Borrowing, make available to the Borrower Borrowing at the Payment Office the aggregate of the amounts so made available by the Lenders. Unless the relevant Administrative Agent shall have been notified by any Lender prior to the date of any Borrowing that such Lender does not intend to make available to the relevant Administrative Agent such Lender’s portion of any Borrowing to be made on such datedate (other than in the circumstances described in Section 16), the relevant Administrative Agent may assume that such Lender has made such amount available to the relevant Administrative Agent on such date of Borrowing and the relevant Administrative Agent may (but shall not be obligated to), in reliance upon such assumption, make available to the relevant Borrower or Borrowers a corresponding amount. If such corresponding amount is not in fact made available to the relevant Administrative Agent by such Lender, the relevant 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 relevant Administrative Agent’s demand therefor, the relevant Administrative Agent shall promptly notify the relevant Borrower or Borrowers and the such Borrower or Borrowers shall immediately pay such corresponding amount to the relevant Administrative Agent. The relevant Administrative Agent also shall 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 relevant Administrative Agent to the such Borrower or Borrowers until the date such corresponding amount is recovered by the relevant Administrative Agent, at a rate per annum equal to (i) if recovered from such Lender, the overnight Federal Funds Rate (or (x) in the case of Canadian Dollar Denominated Loans, the cost to the Canadian Administrative Agent of acquiring overnight funds in Canadian Dollars, (y) in the case of Euro Denominated Loans, the cost to the relevant Administrative Agent of acquiring overnight funds in Euros or (z) in the case of Other Foreign Currency Denominated Loans, the cost to the relevant Administrative Agent of acquiring overnight funds in the applicable Available Currency in which such Other Foreign Currency Denominated Loans were incurred) for the first three days and at the interest rate otherwise applicable to such Loans for each day thereafter thereafter, and (ii) if recovered from the Borrowerrelevant Borrower or Borrowers, the rate of interest applicable to the relevant respective Borrowing, as determined pursuant to Section 2.08. Nothing in this Section 2.04 shall be deemed to relieve any Lender from its obligation to make Loans hereunder or to prejudice any rights which the any Borrower may have against any Lender as a result of any failure by such Lender to make Loans hereunder; provided that the funding of all U.S./European Revolving Loans which are also Non-Dollar Denominated Loans shall also be subject to the provisions of Section 16.

Disbursement of Funds. (a) No later than 1:00 P.M. 12:00 noon (New York City timelocal time at the Payment Office) on the date specified in each Notice of Borrowing (or (x) in the case of Swingline relating to LIBOR Loans, and no later than 2:00 P.M. 12:00 noon (New York City time) on local time at the date specified pursuant to Section 2.03(b)(i) or (y) in the case of Mandatory RL Borrowings, no later than 1:00 P.M. (New York City timePayment Office) on the date specified in Section 2.01(ceach Notice of Borrowing relating to Prime Rate Loans, provided that the Administrative Agent shall have provided at least two Business Days' prior notice of the Notice of Borrowing to such Lender as required by section 2.4(a)),, each Lender with a Commitment will make available its pro rata portion (determined in accordance with Section 2.07) PRO RATA share, if any, of each such Borrowing of Loans requested to be made on such date (or in the case of Swingline Loans, the Swingline Lender will make available the full amount thereof)manner provided below. All such amounts will shall be made available to the Administrative Agent in U.S. Dollars dollars and in immediately available funds at the Payment Office, and the . The Administrative Agent will, except in the case of Revolving Loans made pursuant to a Mandatory RL Borrowing, promptly will either (x) make such amounts available to or for the benefit of the Borrower by (x) depositing to the Borrower's account at the Payment Office the aggregate of the amounts so made available in the type of funds received, (y) if the Borrower so elects and the Administrative Agent is willing to accommodate such request, wire transferring such amount to an account of the Borrower or the Guarantor at a financial institution located in the continental United States and designated by the LendersBorrower to the Administrative Agent for such purpose, or (z) as to all or any portion of such amounts, applying such amounts to the direct payment of bills for materials and labor as contemplated by section 2.3. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any Borrowing that such Lender does not intend to make available to the Administrative Agent such Lender’s its portion of any 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 Borrowing, and the Administrative Agent may (but shall not be obligated to)Agent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to or for the benefit of the Borrower (and/or so apply) a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such LenderLender and the Administrative Agent has made available same to or for the benefit of the Borrower (or has so applied the same), 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 '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. The Administrative Agent shall also shall 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 or for the benefit of the Borrower until (or so applied) to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (ix) if recovered from paid by such Lender, the overnight Federal Funds Effective Rate for the first three days and at the interest rate otherwise applicable to such Loans for each day thereafter and or (iiy) if recovered from paid by the Borrower, the then applicable rate of interest applicable interest, calculated in accordance with section 2.9, for the respective Loans (but without any requirement to the relevant Borrowing, as determined pay any amounts in respect thereof pursuant to Section 2.08. Nothing in this Section 2.04 shall be deemed to relieve any Lender from its obligation to make Loans hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any failure by such Lender to make Loans hereundersection 2.12).

Disbursement of Funds. No All Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being under stood that no Lender shall be responsible for any default by any other Lender in that other Lender's obligation to make a Loan requested hereunder nor shall the Commitment of any Lender to make the particular type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender's obligation to make a Loan requested hereun der. Promptly after receipt by Administrative Agent of the Notice of Borrowing pursuant to subsection 2.1B (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender of the proposed borrowing. Each Lender shall make the amount of its Loan available to Administrative Agent not later than 1:00 P.M. (New York City time) on the date Closing Date, in same day funds in Dollars, at the Funding and Payment Office. Upon satisfaction or waiver of the conditions precedent specified in each Notice subsection 3.1, Administrative Agent shall make the proceeds of Borrowing (or (x) in the case of Swingline Loans, no later than 2:00 P.M. (New York City time) such Loans available to Company on the date specified pursuant Closing Date by causing an amount of same day funds in Dollars equal to Section 2.03(b)(i) or (y) in the case proceeds of Mandatory RL Borrowingsall such Loans received by Administrative Agent from Lenders, no later than 1:00 P.M. (New York City time) on the date specified in Section 2.01(c)),, each Lender with a Commitment will make available its pro rata portion (determined in accordance with Section 2.07) of each such Borrowing requested to be made on such date (or in credited to the case account of Swingline Loans, the Swingline Lender will make available the full amount thereof). All such amounts will be made available in U.S. Dollars and in immediately available funds Company at the Funding and Payment Office, and the Administrative Agent will, except in the case of Revolving Loans made pursuant to a Mandatory RL Borrowing, make available to the Borrower at the Payment Office the aggregate of the amounts so made available by the Lenders. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any Borrowing Closing Date that such Lender does not intend to make available to the Administrative Agent the amount of such Lender’s portion of any Borrowing to be made 's Loan requested on such datethe Closing Date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing the Closing Date and the Administrative Agent may (may, in its sole discretion, but shall not be obligated to), in reliance upon such assumption, make available to the Borrower Company a corresponding amountamount on the Closing Date. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such LenderLender together with interest thereon, for each day from the Closing Date until the date such amount is paid to Administrative Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s 's demand therefor, the Administrative Agent shall promptly notify the Borrower Company and the Borrower Company shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Lender or the Borrower together with interest on such corresponding amount in respect of thereon, for each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower Closing Date until the date such corresponding amount is recovered by the paid to Administrative Agent, at a rate per annum equal to (i) if recovered from such Lender, the overnight Federal Funds Rate for the first three days and at the interest rate otherwise applicable to such Loans for each day thereafter and (ii) if recovered from the Borrower, the rate of interest applicable to the relevant Borrowing, as determined pursuant to Section 2.08payable under this Agreement for Base Rate Loans. Nothing in this Section 2.04 subsection 2.1C shall be deemed to relieve any Lender from its obligation to make Loans fulfill its Commitments hereunder or to prejudice any rights which the Borrower that Company may have against any Lender as a result of any failure default by such Lender to make Loans hereunder.

Disbursement of Funds. No Except as otherwise specifically provided in the immediately succeeding sentence, no later than 1:00 P.M. 9:30 a.m. (New York City time) on the date specified in each the Notice of Borrowing (or (x) in the case of Swingline Loans, no later than 2:00 P.M. (New York City time) on the date specified pursuant to Section 2.03(b)(i) or (y) 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)),Borrowing, each Lender with a Commitment will make available 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 to the full amount thereof)Administrative Agent such Lender’s Percentage of the Borrowing. All such amounts will shall be made available in U.S. Dollars and in immediately available funds at the Payment Office, and the Administrative Agent will, except in the case of Revolving Loans made pursuant to a Mandatory RL Borrowing, will make available to the Borrower at the Payment Office the aggregate of the amounts so made available by the Lenders. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any the Borrowing that such Lender does not intend to make available to the Administrative Agent such Lender’s portion of any Borrowing to be made on such datethe Borrowing, 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 may (but shall not be obligated to)may, in reliance upon such assumption, 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, 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, the Administrative Agent shall promptly notify the Borrower and the Borrower shall to immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also shall 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 until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such Lender, the overnight Federal Funds Rate for the first three days and at the interest rate otherwise applicable to such Loans for each day thereafter and (ii) if recovered from the Borrower, the rate of interest applicable to the relevant Borrowing, as determined pursuant to Section 2.081.07. Nothing in this Section 2.04 1.04 shall be deemed to relieve any Lender from its obligation to make Loans hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any failure by such Lender to make Loans hereunder.

Disbursement of Funds. (a) No later than 1:00 P.M. the later of 12:00 p.m. (New York City time) on the date specified in each Notice of Borrowing (or (xincluding Mandatory Borrowings and Borrowings to reimburse Unpaid Drawings under Letters of Credit) in and one hour after written notice of such Borrowing is delivered by the case of Swingline Loans, no later than 2:00 P.M. (New York City time) on the date specified pursuant Administrative Agent to Section 2.03(b)(i) or (y) 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)),such Lender, each Lender with a Commitment will make available its pro rata portion (determined in accordance with Section 2.07) portion, if any, of each such Borrowing requested to be made on such date (or in the case manner provided below; provided that, on the Closing Date (or, with respect to any Incremental Facilities, on the relevant Incremental Facilities Closing Date), such funds 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, that all Swingline Loans, Loans shall be made available to the Borrower in the full amount thereof by the Swingline Lender will no later than one hour after written notice of such Borrowing is delivered by the Administrative Agent to the Swingline Lender. (b) (i) Each Lender shall make available all such requested amounts it is to fund to the full amount thereof). All such amounts will be made available in U.S. Dollars and Borrower under any Borrowing for its applicable Commitments in immediately available funds to the Administrative Agent at the Payment Office, Administrative Agent’s Office and the Administrative Agent will, will (except in the case of Revolving Loans made pursuant Mandatory Borrowings and Borrowings to a Mandatory RL Borrowing, repay Unpaid Drawings under Letters of Credit) make available to the Borrower at by depositing to an account designated by the Payment Office Borrower to the Administrative Agent in writing, the aggregate of the amounts so made available by the Lendersin Dollars or such other applicable Alternative Currency. 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 such Lender’s its portion of any 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 Borrowing, and the Administrative Agent may (but shall not be obligated to)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 LenderLender and the Administrative Agent has made available same to the Borrower, 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, the Administrative Agent shall promptly notify the Borrower Borrower, and the Borrower shall immediately pay such corresponding amount to the Administrative AgentAgent in Dollars or such other applicable Alternative Currency. The Administrative Agent shall also shall 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 until to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from paid by such Lender, the overnight Federal Funds Rate for the first three days and at the interest rate otherwise applicable to such Loans for each day thereafter and Effective Rate, or (ii) if recovered from paid by the Borrower, the then-applicable rate of interest applicable interest, calculated in accordance with Section 2.8, for the respective Loans (or, in the case of Alternative Currency Loans, the cost to the relevant Administrative Agent of acquiring overnight funds in such Alternative Currency, as the case may be). 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, as determined pursuant to Section 2.08the aggregate of the amount so made available. (c) Nothing in this Section 2.04 2.4, including any payment by the Borrower, shall be deemed to relieve any Lender from its obligation to make Loans fulfill its commitments hereunder or to prejudice any rights which that the Borrower may have against any Lender as a result of any failure default by such Xxxxxx hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make Loans fulfill its commitments hereunder.). 2.5

Disbursement of Funds. No later than 1:00 P.M. (New York City time) on the date specified in each Notice of Borrowing (or (x) in the case of Swingline Loans, no later than 2:00 3:00 P.M. (New York City time) on the date specified pursuant to Section 2.03(b)(i1.03(b)(i) or (y) 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(c1.01(e)),, each Lender with a Commitment of the respective Tranche will make available its pro rata portion (determined in accordance with Section 2.071.07) 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 will be made available in U.S. Dollars and in immediately available funds at the Payment Office, and the Administrative Agent will, except in the case of Revolving Loans made pursuant to a Mandatory RL Borrowing, make available to the Borrower at the Payment Office the aggregate of the amounts so made available by the Lenders. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any Borrowing that such Lender does not intend to make available to the Administrative Agent such Lender’s portion of 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 and the Administrative Agent may (but shall not be obligated to), in reliance upon such assumption, 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, 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, the Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall 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 until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such Lender, the overnight Federal Funds Rate for the first three days and at the interest rate otherwise applicable to such Loans for each day thereafter and (ii) if recovered from the Borrower, the rate of interest applicable to the relevant respective Borrowing, as determined pursuant to Section 2.081.08. Nothing in this Section 2.04 1.04 shall be deemed to relieve any Lender from its obligation to make Loans hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any failure by such Lender to make Loans hereunder.

Disbursement of Funds. (a) No later than 1:00 P.M. (New York City time) on the date specified in each Notice of Borrowing (or (x) each notice described in the case of Swingline Loans, no later than 2:00 P.M. (New York City time) on the date specified pursuant to Section 2.03(b)(i1.03(b)(i) or (y) 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(cii)),, each Lender Bank with a Commitment under the respective Facility will make available its pro rata portion (determined in accordance with Section 2.07) share of each such Borrowing requested to be made on such date (or in the case of Swingline Loans, the Swingline Lender will BTCo shall make available the full amount thereof)) in the manner provided below. All such amounts will shall be made available to the Agent in U.S. Dollars dollars and in immediately available funds at the Payment Office, Office and the Administrative Agent will, except in the case of Revolving Loans made pursuant to a Mandatory RL Borrowing, promptly will make available to the Borrower by depositing to its account at the Payment Office the aggregate of the amounts so made available by in the Lenderstype of funds received. Unless the Administrative Agent shall have been notified by any Lender Bank prior to the date of any Borrowing that such Lender Bank does not intend to make available to the Administrative Agent such Lender’s its portion of any 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 Borrowing, and the Administrative Agent may (but shall not be obligated to)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 LenderBank and the Agent has made available same to the Borrower, 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, the Administrative Agent shall promptly notify the Borrower Borrower, and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also shall be entitled to recover on demand 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 until to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (ix) if recovered from paid by such LenderBank, the overnight Federal Funds Effective Rate for the first three days and at the interest rate otherwise applicable to such Loans for each day thereafter and or (iiy) if recovered from paid by the Borrower, the then applicable rate of interest applicable to interest, calculated in accordance with Section 1.08, for the relevant Borrowing, as determined pursuant to Section 2.08. Nothing in this Section 2.04 shall be deemed to relieve any Lender from its obligation to make Loans hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any failure by such Lender to make Loans hereunderrespective Loans.

Disbursement of Funds. No later than 1:00 P.M. (New York City time) on the date specified in each Notice of Borrowing (or (x) in the case of Swingline Loans, no later than 2:00 4:00 P.M. (New York City time) on the date specified pursuant to Section 2.03(b)(i1.03(b)(i) or (y) 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(c1.01(d)),, each Lender with a Commitment of the respective Tranche will make available its pro rata portion (determined in accordance with Section 2.071.07) 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 will be made available in U.S. Dollars and in immediately available funds at the Payment Office, and the Administrative Agent will, except in the case of Revolving Loans made pursuant to a Mandatory RL Borrowing, make available to the Borrower at the Payment Office the aggregate of the amounts so made available by the Lenders. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any Borrowing that such Lender does not intend to make available to the Administrative Agent such Lender’s 's portion of 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 and the Administrative Agent may (but shall not be obligated to), in reliance upon such assumption, 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, 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 's demand therefor, the Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall 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 until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such Lender, the overnight Federal Funds Rate for the first three days and at the interest rate otherwise applicable to such Loans for each day thereafter thereafter, and (ii) if recovered from the Borrower, the rate of interest applicable to the relevant respective Borrowing, as determined pursuant to Section 2.081.08. Nothing in this Section 2.04 1.04 shall be deemed to relieve any Lender from its obligation to make Loans hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any failure by such Lender to make Loans hereunder.

Disbursement of Funds. No (a) Not later than 1:00 P.M. (New York City --------------------- time) on the date specified in each Notice of Borrowing (or (x) in the case of Swingline Loans, no not later than 2:00 3:00 P.M. (New York City time) on the date specified pursuant to in Section 2.03(b)(i1.03(b)(i) or (y) in the case of Mandatory RL Borrowings, no not later than 1:00 P.M. 12:00 Noon (New York City time) on the date specified in Section 2.01(c1.01(c)),, each Lender with a Commitment Bank will make available its pro rata portion share (determined in accordance with Section 2.07) --- ---- 1.07), of each such Borrowing requested to be made on such date (or in the case of Swingline Loans, the Swingline Lender will BTCo shall make available the full amount thereof)) in the manner provided below. All such amounts will shall be made available to the Administrative Agent in U.S. Dollars and in immediately available funds at the Payment Office, Office and the Administrative Agent will, except in the case of Revolving Loans made pursuant to a Mandatory RL Borrowing, promptly will make available to the Borrower (or BTCo in the case of a Mandatory Borrowing) by depositing to its account at the Payment Office the aggregate of the amounts so made available by the Lendersavailable. Unless the Administrative Agent shall have been notified by any Lender Bank prior to the date of any Borrowing that such Lender Bank does not intend to make available to the Administrative Agent such Lender’s its portion of any 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 Borrowing, and the Administrative Agent may (but shall not be obligated to)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 LenderBank and the Administrative Agent has made available same to the Borrower, 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, the Administrative Agent shall promptly notify the Borrower Borrower, and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also shall be entitled to recover on demand 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 until to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (ix) if recovered from paid by such LenderBank, the overnight Federal Funds Rate for the first three days and at the interest rate otherwise applicable to such Loans for each day thereafter and or (iiy) if recovered from paid by the Borrower, the then applicable rate of interest applicable to the relevant Borrowinginterest, as determined pursuant to calculated in accordance with Section 2.08. Nothing in this Section 2.04 shall be deemed to relieve any Lender from its obligation to make Loans hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any failure by such Lender to make Loans hereunder1.08.

Disbursement of Funds. No later than 1:00 P.M. 12:00 Noon (New York City time) on the date specified in each Notice of Borrowing (or (x) in the case of Swingline Loans, no later than 2:00 3:00 P.M. (New York City time) on the date specified pursuant to Section 2.03(b)(i) or 1.03(b)(i), (y) 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(c1.01(c) or (z) in the case of Competitive Bid Loans, no later than 12:00 Noon (New York time) on the date specified pursuant to Section 1.04(a)),, ) each Lender with a Commitment will make available its pro rata portion (determined in accordance with Section 2.071.08) of each such Borrowing requested to be made on such date (or or, (x) in the case of Swingline Loans, the Swingline Lender will make available the full amount thereof and (y) in the case of Competitive Bid Loans, the respective Bidder Lenders which are to make such Competitive Bid Loans in accordance with Section 1.04(e) will make available their respective amount thereof). All such amounts will be made available in U.S. Dollars and in immediately available funds at the Payment Office, and the Administrative Agent willand, except in the case of for Revolving Loans made pursuant to a Mandatory RL Borrowing, the Administrative Agent will make available to the Borrower at the Payment Office Office, the aggregate of the amounts so made available by the LendersLenders to the extent of funds actually received by the Administrative Agent. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any Borrowing that such Lender does not intend to make available to the Administrative Agent such Lender’s portion of 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 and the Administrative Agent may (but shall not be obligated to), in reliance upon such assumption, 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, 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, the Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent one Business Day after the Administrative Agent’s demand therefor. The Administrative Agent shall also shall 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 until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such Lender, the overnight Federal Funds Rate for the first three days and at the interest rate otherwise applicable to such Loans for each day thereafter thereafter, and (ii) if recovered from the Borrower, the rate of interest applicable to the relevant respective Borrowing, as determined pursuant to Section 2.081.09. Nothing in this Section 2.04 1.05 shall be deemed to relieve any Lender from its obligation to make Loans hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any failure by such Lender to make Loans hereunder.

Disbursement of Funds. No All Revolving Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender's obligation to make a Revolving Loan requested hereunder nor shall the Revolving Loan Commitment of any Lender be increased or decreased as a result of a default by any other Lender in that other Lender's obligation to make a Revolving Loan requested hereunder. Promptly after receipt by Agent of a Notice of Borrowing pursuant to subsection 2.1B (or telephonic notice in lieu thereof), Agent shall notify each Lender of the proposed borrowing. Each Lender shall make the amount of its Revolving Loan available to Agent not later than 1:00 P.M. 12:00 Noon (New York City time) on the date applicable Funding Date, in same day funds in Dollars, at the Funding and Payment Office. Upon satisfaction or waiver of the conditions precedent specified in each Notice of Borrowing subsections 3.2 (or (x) in the case of Swingline Loans, no later than 2:00 P.M. (New York City time) on the date specified pursuant to Section 2.03(b)(i) or (y) 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 with a Commitment will make available 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 will be made available in U.S. Dollars and in immediately available funds at the Payment Office, and the Administrative Agent will, except in the case of Revolving Loans made pursuant to a Mandatory RL Borrowingon the Restatement Date) and 3.3 (in the case of all Revolving Loans), Agent shall make the proceeds of such Revolving Loans available to Company on the Borrower applicable Funding Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Revolving Loans received by Agent from Lenders to be credited to the account of Company at the Payment Office the aggregate of the amounts so made available by the Lenderssuch account as Company shall specify in writing. Unless the Administrative Agent shall have been notified by any Lender prior to the date of Funding Date for any Borrowing Revolving Loans that such Lender does not intend to make available to Agent the Administrative Agent amount of such Lender’s portion of any Borrowing to be made 's Revolving Loan requested on such dateFunding Date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing Funding Date and the Administrative Agent may (may, in its sole discretion, but shall not be obligated to), in reliance upon such assumption, make available to the Borrower Company a corresponding amountamount on such Funding Date. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such LenderLender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Agent, at the customary rate set by Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s 's demand therefor, the Administrative Agent shall promptly notify the Borrower Company and the Borrower Company shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Lender or the Borrower together with interest on such corresponding amount in respect of thereon, for each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower Funding Date until the date such corresponding amount is recovered by the Administrative paid to Agent, at a rate per annum equal to (i) if recovered from such Lender, the overnight Federal Funds Rate for the first three days and at the interest rate otherwise applicable to such Loans for each day thereafter and (ii) if recovered from the Borrower, the rate of interest applicable to the relevant Borrowing, as determined pursuant to Section 2.08payable under this Agreement for Base Rate Loans. Nothing in this Section 2.04 subsection 2.1C shall be deemed to relieve any Lender from its obligation to make Loans fulfill its Revolving Loan Commitment hereunder or to prejudice any rights which the Borrower that Company may have against any Lender as a result of any failure default by such Lender to make Loans hereunder.

Disbursement of Funds. (a) No later than 1:00 P.M. (New York City time) on the date specified in each Notice of Borrowing (or (x) in the case of Swingline Loans, no later than 2:00 P.M. (New York City time) on the date specified pursuant to Section 2.03(b)(i) or (y) in the case of Mandatory RL Borrowings, no later than 1:00 P.M. (New York City time) on the date specified in a notice described in Section 2.01(c1.03(b)(i)),, each Lender with a Commitment under the respective Facility will make available its pro rata portion (determined in accordance with Section 2.07) PRO RATA share of each such Borrowing requested to be made on such date (or in the case of Swingline Loans, the Swingline Lender will shall make available the full amount thereof)thereof in the manner provided below. All such amounts will shall be made available to the Administrative Agent in U.S. Dollars and in immediately available funds at the Payment Office, Office and the Administrative Agent will, except in the case of Revolving Loans made pursuant to a Mandatory RL Borrowing, promptly will make available to the Borrower by depositing to its account at the Payment Office or as otherwise directed in the applicable Notice of Borrowing the aggregate of the amounts so made available by in the Lenderstype of funds received. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any Borrowing the proposed incurrence that such Lender does not intend to make available to the Administrative Agent such Lender’s its portion of any 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 date, and the Administrative Agent may (but shall not be obligated to)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 LenderLender and the Administrative Agent has made available same to the Borrower, 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 's demand 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. The Administrative Agent shall also shall 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 until to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (ix) if recovered from paid by such Lender, the overnight Federal Funds Effective Rate for the first three days and at the interest rate otherwise applicable to such Loans for each day thereafter and or (iiy) if recovered from paid by the Borrower, the then applicable rate of interest applicable to interest, calculated in accordance with Section 1.08, for the relevant Borrowing, as determined pursuant to Section 2.08. Nothing in this Section 2.04 shall be deemed to relieve any Lender from its obligation to make Loans hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any failure by such Lender to make Loans hereunderrespective Loans.

Disbursement of Funds. No later than 1:00 P.M. p.m. (New York City timelocal time at the place of funding) on the date specified in each Notice of Borrowing (or (x) in the case of Swingline Loans, no later than 2:00 P.M. (New York City time) on the date specified pursuant to Section 2.03(b)(i) or (y) 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)),Borrowing, each Lender with a Commitment will make available its pro rata portion (determined in accordance with Section 2.07) Term A Dollar Pro Rata Share of each such Term A Dollar Loans, Term A Euro Pro Rata Share of Term A Euro Loans, Term B Pro Rata Share of Term B Loans, Term C Pro Rata Share of Term C Loans, Domestic Revolver Pro Rata Share of Domestic Revolving Loans and Multicurrency Revolver Pro Rata Share of Multicurrency Revolving Loans, as the case may be, of the Borrowing requested to be made on such date in Dollars, Euro or Sterling, as the case may be, and in immediately available funds, at the Payment Office (or for the account of such non-U.S. office of the Administrative Agent as the Administrative Agent may direct in the case of Swingline Eurocurrency Loans, the Swingline Lender will make available the full amount thereof). All such amounts will be made available in U.S. Dollars and in immediately available funds at the Payment Office, ) and the Administrative Agent will, except in the case of Revolving Loans made pursuant to a Mandatory RL Borrowing, will make available to the Borrower at the its Payment Office the aggregate of the amounts so made available by the LendersLenders not later than 2:00 p.m. (local time in the place of payment). Unless the Administrative Agent shall have been notified by any Lender at least one Business Day prior to the date of any Borrowing that such Lender does not intend to make available to the Administrative Agent such Lender’s 's portion of any the 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 and the Administrative Agent may (may, but shall not be obligated required to), in reliance upon such assumption, make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such LenderLender on the date of Borrowing, 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 's demand therefor, the Administrative Agent shall promptly notify the Borrower and and, if so notified, the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also shall 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 until to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered the rate for Base Rate Loans or Eurocurrency Loans, as the case may be, applicable during the period in question, provided, however, -------- ------- that any interest paid to the Administrative Agent in respect of such corresponding amount shall be credited against interest payable by the Borrower to such lender under Section 3.1 in respect of such corresponding amount. Any amount due ----------- hereunder to the Administrative Agent from any Lender which is not paid when due shall bear interest payable by such Lender, from the overnight date due until the date paid, at the Federal Funds Rate for amounts in Dollars (and at the Administrative Agent's cost of funds for amounts in Euros or Sterling or any other Alternative Currency) for the first three days after the date such amount is due and thereafter at the Federal Funds Rate (or such cost of funds rate) plus 1%, together with the Administrative Agent's standard interbank processing fee. Further, such Lender shall be deemed to have assigned any and all payments made of principal and interest rate otherwise applicable on its Loans, amounts due with respect to its Letters of Credit (or its participations therein) and any other amounts due to it hereunder first to the Administrative Agent to fund any outstanding Loans made available on behalf of such Lender by the Administrative Agent pursuant to this Section 2.7 until such Loans for have been funded (as a result of such ----------- assignment or otherwise) and then to fund Loans of all Lenders other than such Lender until each day thereafter Lender has outstanding Loans equal to its Term A Dollar Pro Rata Share of all Term A Dollar Loans, its Term A Euro Pro Rata Share of all Term A Euro Loans, its Term B Pro Rata Share of all Term B Loans, its Term C Pro Rata Share of all Term C Loans, its Domestic Revolver Pro Rata Share of all Domestic Revolving Loans and its Multicurrency Revolver Pro Rata Share of all Multicurrency Revolving Loans (ii) if recovered from as a result of such assignment or otherwise). Such Lender shall not have recourse against the Borrower, the rate of interest applicable Borrower with respect to any amounts paid to the relevant BorrowingAdministrative Agent or any Lender with respect to the preceding sentence; provided, as determined pursuant that such Lender shall have full recourse against the Borrower to Section 2.08the extent of the amount of such loans it has so been deemed to have made. Nothing in this Section 2.04 herein shall be deemed to relieve any Lender from its obligation to make Loans fulfill its Commitment hereunder or to prejudice any rights which the Borrower may have against any the Lender as a result of any failure default by such Lender to make Loans hereunder.

Disbursement of Funds. (a) No later than 1:00 P.M. 5:00 p.m. (New York City time) on --------------------- the date specified in each Notice of Borrowing (or (x) in the case of Swingline Loans, no later than 2:00 P.M. (New York City time) on the date specified pursuant to Section 2.03(b)(i) or (y) 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)),Closing Date, each Lender with a Commitment will make available its pro rata portion (determined in accordance with Section 2.07) share of each such Borrowing the Bridge Loan requested to be made on such date (or in the case of Swingline Loans, the Swingline Lender will make available the full amount thereof)manner provided below. All such amounts will shall be made available to First Union in U.S. Dollars Legal Tender and in immediately available funds at the Payment Office, Office and the Administrative Agent will, except in the case of Revolving Loans made pursuant to a Mandatory RL Borrowing, First Union promptly will make available to the Borrower Borrowers by depositing to their account at the Payment Office the aggregate of the amounts so made available by in the Lenderstype of funds received. Unless the Administrative Agent First Union shall have been notified by any Lender prior to the date of any Borrowing Closing Date that such Lender does not intend to make available to First Union its pro rata share of the Administrative Agent such Lender’s portion of any Borrowing Bridge Loan to be made on such date, the Administrative Agent First Union may assume that such Lender has made such amount available to the Administrative Agent First Union on such date of Borrowing date, and the Administrative Agent may (but shall not be obligated to)First Union, 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 First Union by such LenderLender and First Union has made available same to the Borrowers, the Administrative Agent First Union 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 First Union's demand therefor, the Administrative Agent First Union shall promptly notify the Borrower Borrowers, and the Borrower Borrowers shall immediately pay such corresponding amount to the Administrative AgentFirst Union. The Administrative Agent First Union shall also shall be entitled to recover on demand from such Lender or the Borrower 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 First Union to the Borrower until Borrowers to the date such corresponding amount is recovered by the Administrative AgentFirst Union, at a rate per annum equal to (ix) if recovered from paid by such Lender, the overnight Federal Funds Rate for the first three days and at the interest rate otherwise applicable to such Loans for each day thereafter and or (iiy) if recovered from paid by the BorrowerBorrowers, the then applicable rate of interest applicable to on the relevant Borrowing, as determined pursuant to Section 2.08. Nothing in this Section 2.04 shall be deemed to relieve any Lender from its obligation to make Loans hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any failure by such Lender to make Loans hereunderBridge Loan.

Disbursement of Funds. No later than 1:00 P.M. In the event the Escrow Agent receives written notice from the Company that the Company intends to reject an Investor’s subscription, the Escrow Agent shall pay to the applicable Investor(s), within a reasonable time not to exceed ten (New York City time10) business days after receiving notice of the rejection, by first class United States Mail at the address appearing on the date specified List of Investors, or at such other address as shall be furnished to the Escrow Agent by the Investor in writing, all sums paid by the Investor for Securities, together with the interest earned on such Investor Funds. Once the Escrow Agent is in receipt of collected Investor Funds totaling at least the Minimum Amount, the Escrow Agent shall notify the Company of same in writing. Thereafter, once the Escrow Agent is in receipt of additional collected Investor Funds in an amount which, when added to the Minimum Amount, would equal $250,000,000 the Escrow Agent shall notify the Company of same in writing. Additionally, at the end of the third business day following the Termination Date (as defined in Section 4), the Escrow Agent shall notify the Company of the amount of the Investor Funds received. If the Minimum Amount or more is obtained at any time before the Termination Date and the Company has delivered a written notice signed by two officers of the Company, stating that it has received and accepted subscriptions for the Minimum Amount, then the Escrow Agent shall pay out the Investor Funds and all earnings thereon when and as directed by the officers of the Company. If the Minimum Amount has not been obtained and delivered before the Termination Date, the Escrow Agent shall, within a reasonable time following the Termination Date, but in no event more than ten (10) business days after the Termination Date, refund to each Notice Investor by first class United States Mail at the address appearing on the List of Borrowing (Investors, or (x) at such other address as shall be furnished to the Escrow Agent by the Investor in writing, all sums paid by the Investor for Securities, together with the interest earned on such funds in the case of Swingline Loans, no later than 2:00 P.M. (New York City time) on the date specified pursuant to Section 2.03(b)(i) or (y) 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 with a Commitment will make available 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 will be made available in U.S. Dollars and in immediately available funds at the Payment OfficeEscrow Account, and shall then notify the Administrative Company in writing of such refunds. The Company may extend the Offering once the Minimum Amount has been received by the Escrow Agent will, except in the case of Revolving Loans made pursuant to a Mandatory RL Borrowing, make available by giving written notice to the Borrower at the Payment Office the aggregate of the amounts so made available by the Lenders. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any Borrowing that such Lender does not intend to make available to the Administrative Agent such Lender’s portion of any Borrowing to be made on such dateEscrow Agent, 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 may (but shall not be obligated to), in reliance upon such assumption, 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, 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, the Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall 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 until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to earlier of (i) if recovered from such Lendertime as the Company has received the Maximum Amount, the overnight Federal Funds Rate for the first three days and at the interest rate otherwise applicable to such Loans for each day thereafter and or (ii) if recovered from the Borrower, one year anniversary of this Escrow Agreement. The Company agrees that it shall not extend the rate Offering in contravention of interest applicable to the relevant Borrowing, as determined pursuant to Section 2.08. Nothing in this Section 2.04 shall be deemed to relieve any Lender from its obligation to make Loans hereunder or to prejudice any rights which terms of the Borrower may have against any Lender as a result of any failure by such Lender to make Loans hereunderOffering documents.

Disbursement of Funds. No later than 1:00 P.M. (New York City time) on the date specified in each Notice of Borrowing (or (x) in the case of Swingline Loans, no later than 2:00 4:00 P.M. (New York City time) on the date specified pursuant to Section 2.03(b)(i) or (y) 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(c2.01(f)),, each Lender with a Commitment of the respective Tranche will make available 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 will be made available in U.S. Dollars and in immediately available funds at the Payment Office, and the Administrative Agent will, except in the case of Revolving Loans made pursuant to a Mandatory RL Borrowing, make available to the Borrower at the Payment Office the aggregate of the amounts so made available by the Lenders. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any Borrowing that such Lender does not intend to make available to the Administrative Agent such Lender’s portion of 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 and the Administrative Agent may (but shall not be obligated to), in reliance upon such assumption, 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, 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, the Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall 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 until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such Lender, the overnight Federal Funds Rate for the first three days and at the interest rate otherwise applicable to such Loans for each day thereafter thereafter, and (ii) if recovered from the Borrower, the rate of interest applicable to the relevant respective Borrowing, as determined pursuant to Section 2.08. Nothing in this Section 2.04 shall be deemed to relieve any Lender from its obligation to make Loans hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any failure by such Lender to make Loans hereunder.

Disbursement of Funds. (a) No later than 1:00 P.M. (New York City time) on the date specified in each Notice of Borrowing (or (x) in the case of Swingline Loans, no later than 2:00 P.M. (New York City time) on the date specified pursuant to Section 2.03(b)(i) or (y) 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)),Borrowing, each Lender with a Commitment Bank will make available its pro rata portion (determined in accordance with Section 2.07) PRO RATA share of each such Borrowing requested to be made on such date (or in the case of manner provided below, provided that all Swingline Loans, Loans shall be made available by BTCo no later than 2:00 P.M. on the Swingline Lender will make available the full amount thereof)date requested. All such amounts will shall be made available to the Agent in U.S. Dollars dollars and in immediately available funds at the Payment Office, Office and the Administrative Agent will, except in the case of Revolving Loans made pursuant to a Mandatory RL Borrowing, promptly will make available to the Borrower by depositing to its account at the Payment Office the aggregate of the amounts so made available by in the Lenderstype of funds received. Unless the Administrative Agent shall have been notified by any Lender Bank prior to the date of any Borrowing that such Lender Bank does not intend to make available to the Administrative Agent such Lender’s its portion of any 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 Borrowing, and the Administrative Agent may (but shall not be obligated to)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 LenderBank and the Agent has made available same to the Borrower, 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, the Administrative Agent shall promptly notify the Borrower Borrower, and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also shall be entitled to recover on demand 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 until to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (ix) if recovered from paid by such LenderBank, the overnight Federal Funds Effective Rate for the first three days and at the interest rate otherwise applicable to such Loans for each day thereafter and or (iiy) if recovered from paid by the Borrower, the then applicable rate of interest applicable to interest, calculated in accordance with Section 1.08, for the relevant Borrowing, as determined pursuant to Section 2.08. Nothing in this Section 2.04 shall be deemed to relieve any Lender from its obligation to make Loans hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any failure by such Lender to make Loans hereunderrespective Loans.

Disbursement of Funds. No later than 1:00 P.M. 12:00 noon (New York City time) on the date specified in each the applicable Notice of Borrowing (or (x) in Borrowing, so long as the case Agent has notified such Lender of Swingline Loans, no later than 2:00 P.M. (New York City time) on the date specified pursuant to Section 2.03(b)(i) or (y) in the case such Notice of Mandatory RL Borrowings, no later than 1:00 P.M. (New York City time) on the date specified in Section 2.01(c)),Borrowing, each Lender with a Commitment will make available its pro rata portion (determined in accordance with Section 2.07) Revolving Loan Pro Rata Share, Term Loan Pro Rata Share, Additional Term Loan Pro Rata Share, Supplemental Revolving Loan Pro Rata Share or D Tranche Term Loan Pro Rata Share, as the case may be, of each such the 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 will be made available in U.S. Dollars and in immediately available funds funds, at the Payment Officeoffice (the "PAYMENT OFFICE") of the Agent located at One Bankers Trust Plaza, and 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (for the Administrative account of such non-U.S. office of the Agent will, except as the Agent may direct in the case of Revolving Loans made pursuant to a Mandatory RL BorrowingEurodollar Rate Loans), and the Agent will promptly make available to the Borrower at the Payment Office the aggregate of the amounts so made available by the applicable Lenders. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any a Borrowing that such Lender does not intend to make available to the Administrative Agent such Lender’s portion 's Revolving Loan Pro Rata Share, Term Loan Pro Rata Share, Additional Term Loan Pro Rata Share, Supplemental Revolving Loan Pro Rata Share or D Tranche Term Loan Pro Rata Share, as the case may be, of any Borrowing to be made on such dateBorrowing, 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 may (but shall not be obligated to)may, in reliance upon such assumption, make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such LenderLender on the date of Borrowing, 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 's demand therefor, the Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also shall be entitled to recover on demand from such Lender or the Borrower interest on such corresponding amount amount, in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower until to but excluding the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered the rate applicable to Prime Rate Loans or Eurodollar Rate Loans, as the case may be, applicable during the period in question and, upon payment of such amounts to the Agent, the Borrower shall be entitled to recover such amounts from such Lender. Any amounts due hereunder to the Agent from the Lenders which are not paid when due shall bear interest payable by such Lender, from the overnight date due until the date paid, at the Federal Funds Rate for the first three days after the date such amount is due and thereafter at the Prime Rate, together with the Agent's standard interbank processing fee. Further, such Lender shall be deemed to have assigned any and all payments of principal and interest rate otherwise applicable made on its Loans, amounts due with respect to Letters of Credit (or its participations therein) and any other amounts due to it hereunder first to the Agent to fund any outstanding Loans made available on behalf of such Lender by the Agent pursuant to this SECTION 2.7 until such Loans for have been funded (as a result of such assignment or otherwise) and then to fund Loans of all Lenders other than such Lender until each day thereafter and Lender has outstanding Loans equal to its Revolving Loan Pro Rata Share, Term Loan Pro Rata Share, Additional Term Loan Pro Rata Share, Supplemental Revolving Loan Pro Rata Share or D Tranche Term Loan Pro Rata Share, as the case may be, of all Loans (ii) if recovered from as a result of such assignment or otherwise). Such Lender shall not have recourse against the Borrower, the rate of interest applicable Borrower with respect to any amounts paid to the relevant BorrowingAgent or any Lender with respect to the preceding sentence; PROVIDED, as determined pursuant HOWEVER, that such Lender shall have full recourse against the Borrower to Section 2.08the extent of the amount of such Loans it has so been deemed to have made. Nothing in this Section 2.04 herein shall be deemed to relieve any Lender from its obligation to make Loans fulfill its Commitment hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any failure default by such Lender to make Loans hereunder.

Disbursement of Funds. No later than 1:00 P.M. 12:00 Noon (New York City Chicago time) on the date specified in each Notice of Borrowing (or (x) in the case of Swingline Loans, no later than 2:00 P.M. (New York City time) on the date specified pursuant to Section 2.03(b)(i) or (y) 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)),Closing Date, each Lender with a Commitment will make available its pro rata portion (determined in accordance with Section 2.07) share of each such Borrowing the Bridge Loan requested to be made on such date (or in the case of Swingline Loans, the Swingline Lender will make available the full amount thereof)manner provided below. All such amounts will shall be made available to the Agent in U.S. Dollars Legal Tender and in immediately available funds at the Payment Office, Office and the Administrative Agent will, except in the case of Revolving Loans made pursuant to a Mandatory RL Borrowing, promptly will make available to the Borrower Company by depositing to its account at the Payment Office the aggregate of the amounts so made available by in the Lenderstype of funds received. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any Borrowing Closing Date that such Lender does not intend to make available to the Administrative Agent such Lender’s its portion of any Borrowing the Bridge Loan 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 date, and the Administrative Agent may (but shall not be obligated to)Agent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower Company a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such LenderLender and the Agent has made available same to the Company, 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 's demand therefor, the Administrative Agent shall promptly notify the Borrower Company, and the Borrower Company shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also shall be entitled to recover on demand from such the Lender or the Borrower Company, 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 until Company to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (ix) if recovered from paid by such Lender, the overnight Federal Funds Rate for the first three days and at the interest rate otherwise applicable to such Loans for each day thereafter and or (iiy) if recovered from paid by the BorrowerCompany, the then applicable rate of interest applicable to on the relevant Borrowing, as determined pursuant to Section 2.08Loans. Nothing in this Section 2.04 herein shall be deemed to relieve any Lender from its obligation to make Loans fulfill its Bridge Loan Commitment hereunder or to prejudice any rights which the Borrower Company may have against any Lender as a result of any failure default by such Lender to make Loans hereunder.

Disbursement of Funds. No later than 1:00 P.M. (New York City time) on the date specified in each Notice of Borrowing (or (x) in the case of Swingline Loans, no later than 2:00 4:00 P.M. (New York City time) on the date specified pursuant to Section 2.03(b)(i) or (y) 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(c2.01(e)),, each Lender with a Commitment of the respective Tranche will make available 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 will be made available in U.S. Dollars and in immediately available funds at the Payment Office, and the Administrative Agent will, except in the case of Revolving Loans made pursuant to a Mandatory RL Borrowing, make available to the Borrower at the Payment Office the aggregate of the amounts so made available by the Lenders. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any Borrowing that such Lender does not intend to make available to the Administrative Agent such Lender’s portion of 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 and the Administrative Agent may (but shall not be obligated to), in reliance upon such assumption, 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, 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, the Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall 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 until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such Lender, the overnight Federal Funds Rate for the first three days and at the interest rate otherwise applicable to such Loans for each day thereafter and (ii) if recovered from the Borrower, the rate of interest applicable to the relevant respective Borrowing, as determined pursuant to Section 2.08. Nothing in this Section 2.04 shall be deemed to relieve any Lender from its obligation to make Loans hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any failure by such Lender to make Loans hereunder.

Disbursement of Funds. No Promptly after receipt of a Notice of Borrowing pursuant to subsection 2.1B (or telephonic notice thereof), Administrative Agent shall notify each Lender of the proposed borrowing. Each Lender shall make the amount of its Loan available to Administrative Agent, in same day funds, at the office of Administrative Agent located at One Bankers Trust Plaza, New York, New York not later than 1:00 P.M. 12:00 Noon (New York City time) on the date Funding Date. Upon satisfaction or waiver of the conditions precedent specified in each Notice of Borrowing subsections 3.1 (or (x) in the case of Swingline the initial Loans, no later than 2:00 P.M. ) and 3.2 (New York City time) on the date specified pursuant to Section 2.03(b)(i) or (y) in the case of Mandatory RL Borrowingsall Loans), no later than 1:00 P.M. (New York City time) Administrative Agent shall make the proceeds of such Loans available to Company on such Funding Date by causing an amount of same day funds equal to the date specified in Section 2.01(c)),, each Lender with a Commitment will make available its pro rata portion (determined in accordance with Section 2.07) proceeds of each all such Borrowing requested Loans received by Administrative Agent 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 will be made available in U.S. Dollars and in immediately available funds at the Payment Office, and the Administrative Agent will, except in the case of Revolving Loans made pursuant to a Mandatory RL Borrowing, make available credited to the Borrower account of Company at the Payment Office the aggregate such office of the amounts so made available by the LendersAdministrative Agent. Unless the Administrative Agent shall have been notified by any Lender prior to the date any Funding Date in respect of any Borrowing Loans that such Lender does not intend to make available to the Administrative Agent such Lender’s portion of any Borrowing to be made 's Loan on such dateFunding Date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing Funding Date and the Administrative Agent may (in its sole discretion may, but shall not be obligated to), in reliance upon such assumption, make available to the Borrower Company a corresponding amountamount on such Funding Date. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such LenderLender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s 's demand therefor, the Administrative Agent shall promptly notify the Borrower Company, and the Borrower Company shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall 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 until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such Lender, the overnight Federal Funds Rate for the first three days and at the interest rate otherwise applicable to such Loans for each day thereafter and (ii) if recovered from the Borrower, the rate of interest applicable to the relevant Borrowing, as determined pursuant to Section 2.08. Nothing in this Section 2.04 subsection 2.1C shall be deemed to relieve any Lender from its obligation to make Loans fulfill its Commitment hereunder or to prejudice any rights which the Borrower that Company may have against any Lender as a result of any failure default by such Lender to make Loans hereunder.

Disbursement of Funds. No later than 1:00 12:00 Noon (2:00 P.M. in the case of Swingline Loans) (New York City time) on the date specified in each Notice of Borrowing (or (x) in the case of Swingline Loansor, no later than 2:00 P.M. (New York City time) on the date specified pursuant to Section 2.03(b)(i) or (y) 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 with a Commitment will make available 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 notice delivered under Section 1.03(b)), each Bank will make available its pro rata portion of each Borrowing (or, in the case of Swingline Lender Loans, Chase will make available the full entire amount thereof)of such Borrowing) requested to be made on such date. All such amounts will shall be made available in U.S. Dollars or Canadian Dollars, as the case may be, and in immediately available funds at the Payment OfficeOffice of the Administrative Agent, and the Administrative Agent will, except in the case of Revolving Loans made pursuant to a Mandatory RL Borrowing, will make available to the applicable Borrower at the Payment Office Office, in Dollars or Canadian Dollars, as the case may be, and in immediately available funds, the aggregate of the amounts so made available by the LendersBanks. Unless the Administrative Agent shall have been notified by any Lender Bank prior to the date of any Borrowing that such Lender Bank does not intend to make available to the Administrative Agent such Lender’s Bank's portion of any Borrowing to be made on such date, the Administrative Agent may assume that such Lender Bank has made available such amount available to the Administrative Agent on such date of Borrowing and the Administrative Agent may (but shall not be obligated to)may, in reliance upon such assumption, 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 LenderBank, 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, the Administrative Agent shall promptly notify the applicable Borrower and such Borrower, to the extent such Borrower has been funded such amount, shall immediately within one day thereafter pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also shall be entitled to recover on demand from such Lender Bank 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 such Borrower until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such Lender, Bank (a) at the overnight Federal Funds Rate for Rate, in the first three days case of Revolving $ Loans, and (b) at a rate determined by the interest rate otherwise applicable Administrative Agent to such Loans for each day thereafter represent its cost of overnight or short-term funds in Canadian Dollars, in the case of Revolving C$ Loans, and (ii) if recovered from the a Borrower, the rate of interest applicable to the relevant respective Borrowing, as determined pursuant to Section 2.081.08. Nothing in this Section 2.04 1.04 shall be deemed to relieve any Lender Bank from its obligation to make Loans hereunder or to prejudice any rights which the Borrower may have against any Lender Bank as a result of any failure by such Lender Bank to make Loans hereunder.. C/M 11752.0000 414856.1

Disbursement of Funds. No Except as otherwise specifically provided in the second succeeding sentence, no later than 1:00 P.M. 12:00 Noon (New York City time) on the date specified in each Notice of Borrowing (or (x) in the case of Swingline Loans, no later than 2:00 P.M. (New York City time) on the date specified pursuant to Section 2.03(b)(i) or (y) 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)),Borrowing, each Lender Bank with a Commitment of the respective Tranche will make available 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)date. All such amounts will shall be made available in U.S. Dollars and in immediately available funds at the Payment OfficeOffice of the Managing Agent, and the Administrative Managing Agent will, except in the case of Revolving Loans made pursuant to a Mandatory RL Borrowing, will make available to the Borrower at the Payment Office the aggregate of the amounts so made available by the LendersBanks (prior to 1:00 P.M. on such day, to the extent of funds actually received by the Managing Agent prior to 12:00 Noon on such day). Unless the Administrative Managing Agent shall have been notified by any Lender Bank prior to the date of any Borrowing that such Lender Bank does not intend to make available to the Administrative Managing Agent such Lender’s Bank's portion of any Borrowing to be made on such date, the Administrative Managing Agent may assume that such Lender Bank has made such amount available to the Administrative Managing Agent on such date of Borrowing and the Administrative Managing Agent may (but shall not be obligated to)may, in reliance upon such assumption, make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Managing Agent by such LenderBank, the Administrative Managing 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 Managing Agent’s 's demand therefor, the Administrative Managing Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Managing Agent. The Administrative Managing Agent shall also shall be entitled to recover on demand 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 Managing Agent to the Borrower until the date such corresponding amount is recovered by the Administrative Managing Agent, at a rate per annum equal to (i) if recovered from such LenderBank, at the overnight Federal Funds Rate for the first three days and at the interest rate otherwise applicable to such Loans for each day thereafter and (ii) if recovered from the Borrower, the rate of interest applicable to the relevant respective Borrowing, as determined pursuant to Section 2.081.08. Nothing in this Section 2.04 1.04 shall be deemed to relieve any Lender Bank from its obligation to make Loans hereunder or to prejudice any rights which the Borrower may have against any Lender Bank as a result of any failure by such Lender Bank to make Loans hereunder.

Disbursement of Funds. No later than 1:00 P.M. p.m. (New York City time) on the date specified in each Notice of Borrowing (or (x) in the case of Swingline Swing Line Loans, no later than 2:00 P.M. (New York City time) on the date specified pursuant to Section 2.03(b)(i) or (y) in the case of Mandatory RL Borrowings, no later than 1:00 P.M. (New York City time) on the date specified as provided in Section 2.01(c2.1(c)(ii)),, each Lender with a Commitment of the respective Tranche will make available its pro rata portion (determined in accordance with Section 2.074.16) of each such Borrowing requested to be made on such date (or in the case of Swingline Swing Line Loans, the Swingline Swing Line Lender will make available the full amount thereof). All such amounts will be made available in U.S. Dollars and in immediately available funds at the Payment Office, and the Administrative Agent will, except in the case of Revolving Loans made pursuant to a Mandatory RL Borrowing, will make available to the Borrower at the Payment Office Office, or to such other account as the Borrower may specify in writing to the Administrative Agent, the aggregate of the amounts so made available by the Lenders; provided that, if, on the date of a Borrowing of Revolving Loans, there are LC Disbursements or Swing Line Loans then outstanding, then the proceeds of such Borrowing shall be applied, first, to the payment in full of any such LC Disbursements with respect to Letters of Credit, second, to the payment in full of any Swing Line Loans and third, to the Borrower as otherwise provided above; provided further, that a Protective Advance shall be retained by the Administrative Agent to be applied as contemplated by Section 2.1(e) (and the Administrative Agent shall deliver to the Borrower Agent a reasonably detailed accounting of such application). Unless the Administrative Agent shall have been notified by any Lender prior to the date of any Borrowing that such Lender does not intend to make available to the Administrative Agent such Lender’s portion of 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 and the Administrative Agent may (but shall not be obligated to), in reliance upon such assumption, 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, 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, the Administrative Agent shall promptly notify the Borrower Agent and the Borrower Agent shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Lender or the Borrower Agent, 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 any of the Borrower Borrowers until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such Lender, the overnight Federal Funds Overnight Bank Funding Rate for the first three days and at the interest rate otherwise applicable to such Loans for each day thereafter and (ii) if recovered from the BorrowerBorrowers, the rate of interest applicable to the relevant respective Borrowing, as determined pursuant to Section 2.084.7 and 4.8. Nothing in this Section 2.04 2.4 shall be deemed to relieve any Lender from its obligation to make Loans hereunder or to prejudice any rights which the Borrower Borrowers may have against any Lender as a result of any failure by such Lender to make Loans hereunder.

Disbursement of Funds. No later than 1:00 P.M. 12:00 Noon (New York City time) on the date specified in each Notice of Borrowing (or (x) in the case of Swingline Loans, no later than 2:00 3:00 P.M. (New York City time) on the date specified pursuant to Section 2.03(b)(i1.03(b)(i) or (y) 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(c1.01(e)),, each Lender with a Commitment of the respective Tranche will make available its pro rata portion (determined in accordance with Section 2.071.07) 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 will be made available in U.S. Dollars and in immediately available funds at the Payment Office, and the Administrative Agent will, except in the case of Revolving Loans made pursuant to a Mandatory RL Borrowing, make available to the Borrower at the Payment Office the aggregate of the amounts so made available by the Lenders. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any Borrowing that such Lender does not intend to make available to the Administrative Agent such Lender’s 's portion of 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 and the Administrative Agent may (but shall not be obligated to), in reliance upon such assumption, 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, 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 's demand therefor, the Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall 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 until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such Lender, the overnight Federal Funds Rate for the first three days and at the interest rate otherwise applicable to such Loans for each day thereafter and (ii) if recovered from the Borrower, the rate of interest applicable to the relevant Borrowing, as determined pursuant to Section 2.08. Nothing in this Section 2.04 shall be deemed to relieve any Lender from its obligation to make Loans hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any failure by such Lender to make Loans hereunder.the

Disbursement of Funds. No Excluding Swingline Loans until such time as Borrower has failed to reimburse Swingline Lender upon demand pursuant to Subsection 1.1(G)(iv), Administrative Agent shall advise each Lender by facsimile, e-mail or other method of delivery of notice permitted by Subsection 9.3 of the amount of such Lender’s Pro Rata Share of any Loan requested by Borrower no later than 1:00 P.M. 11:00 a.m. (New York City Denver, Colorado time) at least two (2) Business Days immediately preceding the Funding Date applicable thereto (in the case of LIBOR Loans), otherwise no later than 2:00 p.m. (Denver, Colorado time) on the date specified in each Notice of Borrowing (or (x) in Business Day immediately preceding the case of Swingline LoansFunding Date applicable thereto, no later than 2:00 P.M. (New York City time) on the date specified pursuant to Section 2.03(b)(i) or (y) 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 with a Commitment will make available its pro rata portion (determined in accordance with Section 2.07) of and 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 will be made available in U.S. Dollars and in immediately available funds at the Payment Office, and the Administrative Agent will, except in the case of Revolving Loans made pursuant to a Mandatory RL Borrowing, make available to the Borrower at the Payment Office the aggregate of the amounts so made available by the Lenders. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any Borrowing that such Lender does not intend to make available to the pay Administrative Agent such Lender’s portion Pro Rata Share of 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 and the Administrative Agent may (but shall not be obligated to)requested Loan, in reliance upon such assumptionsame day funds, make available by wire transfer to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender, 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 thereforaccount by no later than 11:00 a.m. (Denver, Colorado time) on such Funding Date. If any Lender fails to pay the amount of its Pro Rata Share forthwith upon Administrative Agent’s demand, Administrative Agent shall promptly notify the Borrower Borrower, and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled disburse to recover on demand from Borrower, by wire transfer of immediately available funds, that portion of 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 Loan as to which Administrative Agent to the Borrower until the date has received funds. In such corresponding amount is recovered by the event, Administrative Agent may, on behalf of any Lender not timely paying Administrative Agent, at a rate per annum equal disburse funds to (i) if recovered from such LenderBorrower for Loans requested, the overnight Federal Funds Rate for the first three days and at the interest rate otherwise applicable to such Loans for each day thereafter and (ii) if recovered from the Borrower, the rate of interest applicable subject to the relevant Borrowing, as determined pursuant to Section 2.08provisions of Subsection 8.5(B). Each such Lender shall reimburse Administrative Agent on demand for all funds disbursed on its behalf by Administrative Agent. Nothing in this Section 2.04 Subsection 8.4 or elsewhere in this Agreement or the other Loan Documents, including the provisions of Subsection 8.5, shall be deemed to require Administrative Agent (or any other Lender) to advance funds on behalf of any Lender or to relieve any Lender from its obligation to make Loans fulfill its commitments hereunder or to prejudice any rights which the that Administrative Agent or Borrower may have against any Lender as a result of any failure default by such Lender to make Loans hereunder.

Disbursement of Funds. No later than 1:00 P.M. 12:00 noon (New York City time) on the date specified in each the applicable Notice of Borrowing (or (x) in Borrowing, so long as the case Agent has notified such Lender of Swingline Loans, no later than 2:00 P.M. (New York City time) on the date specified pursuant to Section 2.03(b)(i) or (y) in the case such Notice of Mandatory RL Borrowings, no later than 1:00 P.M. (New York City time) on the date specified in Section 2.01(c)),Borrowing, each Lender with a Commitment will make available its pro rata portion (determined in accordance with Section 2.07) Revolving Loan Pro Rata Share, Term Loan Pro Rata Share, Additional Term Loan Pro Rata Share, Supplemental Revolving Loan Pro Rata Share, D Tranche Term Loan Pro Rata Share or E Tranche Term Loan Pro Rata Share, as the case may be, of each such the 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 will be made available in U.S. Dollars and in immediately available funds funds, at the office (the "Payment Office") of the Agent located at One Bankers Trust Plaza, and 100 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (for the Administrative account of such non-U.S. office of the Agent will, except as the Agent may direct in the case of Revolving Loans made pursuant to a Mandatory RL BorrowingEurodollar Rate Loans), and the Agent will promptly make available to the Borrower at the Payment Office the aggregate of the amounts so made available by the applicable Lenders. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any a Borrowing that such Lender does not intend to make available to the Administrative Agent such Lender’s portion 's Revolving Loan Pro Rata Share, Term Loan Pro Rata Share, Additional Term Loan Pro Rata Share, Supplemental Revolving Loan Pro Rata Share, D Tranche Term Loan Pro Rata Share or E Tranche Term Loan Pro Rata Share, as the case may be, of any Borrowing to be made on such dateBorrowing, 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 may (but shall not be obligated to)may, in reliance upon such assumption, make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such LenderLender on the date of Borrowing, 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 's demand therefor, the Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also shall be entitled to recover on demand from such Lender or the Borrower interest on such corresponding amount amount, in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower until to but excluding the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered the rate applicable to Prime Rate Loans or Eurodollar Rate Loans, as the case may be, applicable during the period in question and, upon payment of such amounts to the Agent, the Borrower shall be entitled to recover such amounts from such Lender. Any amounts due hereunder to the Agent from the Lenders which are not paid when due shall bear interest payable by such Lender, from the overnight date due until the date paid, at the Federal Funds Rate for the first three days after the date such amount is due and thereafter at the Prime Rate, together with the Agent's standard interbank processing fee. Further, such Lender shall be deemed to have assigned any and all payments of principal and interest rate otherwise applicable made on its Loans, amounts due with respect to Letters of Credit (or its participations therein) and any other amounts due to it hereunder first to the Agent to fund any outstanding Loans made available on behalf of such Lender by the Agent pursuant to this Section 2.7 until such Loans for have been funded (as a result of such assignment or otherwise) and then to fund Loans of all Lenders other than such Lender until each day thereafter and Lender has outstanding Loans equal to its Revolving Loan Pro Rata Share, Term Loan Pro Rata Share, Additional Term Loan Pro Rata Share, Supplemental Revolving Loan Pro Rata Share, D Tranche Term Loan Pro Rata Share or E Tranche Term Loan Pro Rata Share, as the case may be, of all Loans (ii) if recovered from as a result of such assignment or otherwise). Such Lender shall not have recourse against the Borrower, the rate of interest applicable Borrower with respect to any amounts paid to the relevant BorrowingAgent or any Lender with respect to the preceding sentence; provided, as determined pursuant however, that such Lender shall have full recourse against the Borrower to Section 2.08the extent of the amount of such Loans it has so been deemed to have made. Nothing in this Section 2.04 herein shall be deemed to relieve any Lender from its obligation to make Loans fulfill its Commitment hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any failure default by such Lender to make Loans hereunder.

Disbursement of Funds. (a) No later than 1:00 P.M. (New --------------------- York City time) on the date specified in each Notice of Borrowing (or (x) in the case of Swingline Loans, no later than 2:00 P.M. (New York City time) on the date specified pursuant to Section 2.03(b)(i) or (y) 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)),Borrowing, each Lender Bank with a Commitment under the respective Facility will make available 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 thereofmanner provided below in this Section 1.04(a). All such amounts will shall be made available to the Administrative Agent in U.S. Dollars dollars and in immediately available funds at the Payment Office, Office and the Administrative Agent will, except in the case of Revolving Loans made pursuant to a Mandatory RL Borrowing, promptly will make available to the appropriate Borrower by depositing to its account at the Payment Office the aggregate of the amounts so made available by in the Lenderstype of funds received. Unless the Administrative Agent shall have been notified by any Lender Bank prior to the date of any Borrowing that such Lender Bank does not intend to make available to the Administrative Agent such Lender’s its portion of any 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 Borrowing, and the Administrative Agent may (but shall not be obligated to)Agent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the appropriate Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such LenderBank and the Administrative Agent has made available same to a Borrower, 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, the Administrative Agent shall promptly notify the Borrower such Borrower, and the such Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also shall be entitled to recover on demand from the Bank or such Lender or 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 until to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (ix) if recovered from paid by such LenderBank, the overnight Federal Funds Effective Rate for the first three days and at the interest rate otherwise applicable to such Loans for each day thereafter and or (iiy) if recovered from the paid by such Borrower, the then applicable rate of interest applicable to interest, calculated in accordance with Section 1.08, for the relevant Borrowing, as determined pursuant to Section 2.08. Nothing in this Section 2.04 shall be deemed to relieve any Lender from its obligation to make Loans hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any failure by such Lender to make Loans hereunderLoans.

Disbursement of Funds. No Except as otherwise specifically provided in the immediately succeeding sentence, no later than 1:00 P.M. 11:00 A.M. (New York City time) on the date specified in each Notice of Borrowing (or (x) in the case of Swingline Loans, no later than 2:00 3:00 P.M. (New York City time) on the date specified pursuant to Section 2.03(b)(i1.03(b)(i) or (y) in the case of Mandatory RL Borrowings, no later than 1:00 P.M. 11:00 A.M. (New York City time) on the date specified in Section 2.01(c1.01(c)),, ) each Lender with a Commitment will make available 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 will shall be made available in U.S. Dollars (or, in the case of Alternate Currency Revolving Loans, in the relevant Alternate Currency) and in immediately available funds at the Payment Office, Office of the Administrative Agent and the Administrative Agent will, except in the case of Revolving Loans made pursuant to a Mandatory RL Borrowing, make available to the Borrower Borrowers (prior to 2:30 P.M. (New York Time) on such day to the extent of funds actually received by the Administrative Agent prior to 11:00 A.M. (New York Time) on such day) at the Payment Office in Dollars (or, in the case of Alternate Currency Revolving Loans, in the relevant Alternate Currency) in the account specified in the applicable Notice of Borrowing, the aggregate of the amounts so made available by the Lenders. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any Borrowing that such Lender does not intend to make available to the Administrative Agent such Lender’s portion of 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 and the Administrative Agent may (but shall not be obligated to)may, in reliance upon such assumption, 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, 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, the Administrative Agent shall promptly notify the Borrower Borrowers and the Borrower Borrowers shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also shall be entitled to recover on demand from such Lender or the Borrower 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 Borrower Borrowers until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such Lender, at the overnight Federal Funds Rate for the first three days and at the interest rate otherwise applicable to such Loans for each day thereafter and (ii) if recovered from the BorrowerBorrowers, the rate of interest applicable to the relevant respective Borrowing, as determined pursuant to Section 2.081.07. Nothing in this Section 2.04 1.04 shall be deemed to relieve any Lender from its obligation to make Loans hereunder or to prejudice any rights which the Borrower Borrowers may have against any Lender as a result of any failure by such Lender to make Loans hereunder.

Disbursement of Funds. No later than 1:00 P.M. (New York City time) on the date specified in each Notice of Borrowing (or (x) in the case of Swingline Loans, no later than 2:00 3:00 P.M. (New York City time) on the date specified pursuant to Section 2.03(b)(i) or (y) 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(c2.01(e)),, each Lender with a Commitment of the respective Tranche will make available 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 will be made available in U.S. Dollars and in immediately available funds at the Payment Office, and the Administrative Agent will, except in the case of Revolving Loans made pursuant to a Mandatory RL Borrowing, make available to the Borrower at the Payment Office the aggregate of the amounts so made available by the Lenders. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any Borrowing that such Lender does not intend to make available to the Administrative Agent such Lender’s portion of 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 and the Administrative Agent may (but shall not be obligated to), in reliance upon such assumption, 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, 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, the Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately within one Business Day thereafter pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall 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 until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such Lender, the overnight Federal Funds Rate for the first three days and at the interest rate otherwise applicable to such Loans for each day thereafter and (ii) if recovered from the Borrower, the rate of interest applicable to the relevant respective Borrowing, as determined pursuant to Section 2.08. Nothing in this Section 2.04 shall be deemed to relieve any Lender from its obligation to make Loans hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any failure by such Lender to make Loans hereunder.

Disbursement of Funds. No Not later than 1:00 P.M. 12:00 Noon (New York City time) on the date specified in each Notice of Borrowing (or (x) in the case of Swingline Loans, no later than 2:00 P.M. (New York City time) on the date specified pursuant to Section 2.03(b)(i) or (y) 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)),Closing Date, each Lender Bank with a Commitment of the respective Tranche will make available its pro rata portion (determined in accordance with Section 2.071.05) of each such Borrowing requested the respective Loans required to be made by it on such date (or in the case of Swingline Loans, the Swingline Lender will make available the full amount thereof)date. All such amounts will be made available in U.S. Dollars and in immediately available Dollar denominated funds at the Payment Office, Office and the Administrative Agent will, except in the case of Revolving Loans made pursuant to a Mandatory RL Borrowing, will make available to the Borrower respective Borrowers at the Payment Office the aggregate of the amounts so made available by the LendersBanks (prior to 1:00 P.M. (New York time) on such day, to the extent of funds actually received by the Administrative Agent on or prior to 12:00 Noon (New York time) on such day). Unless the Administrative Agent shall have been notified by any Lender Bank prior to the date of any Borrowing Closing Date that such Lender Bank does not intend to make available to the Administrative Agent such Lender’s Bank's portion of any Borrowing the Loans required to be made by it 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 the Closing Date and the Administrative Agent may (but shall not be obligated to)may, in reliance upon such assumption, 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 LenderBank, 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, the Administrative Agent shall promptly notify the respective Borrower and the such Borrower shall agrees immediately to pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also shall 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 until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such LenderBank, the overnight Federal Funds Rate for the first three days and at the interest rate otherwise applicable to such Loans for each day thereafter and (ii) if recovered from the such Borrower, the rate of interest applicable to the relevant BorrowingLoans, as determined pursuant to Section 2.081.06. Nothing in this Section 2.04 1.03 shall be deemed to relieve any Lender Bank from its obligation to make its Loans hereunder or to prejudice any rights which the any Borrower may have against any Lender Bank as a result of any failure by such Lender Bank to make Loans hereunder.

Disbursement of Funds. No later than 1:00 P.M. (New York City time) on the date specified in each Notice of Borrowing (or (x) in the case of Swingline Loans, no later than 2:00 4:00 P.M. (New York City time) on the date specified pursuant to Section 2.03(b)(i) or (y) 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(c2.01(e)),, each Lender with a Commitment of the respective Tranche will make available 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 will be made available in U.S. Dollars and in immediately available funds at the Payment Office, and the Administrative Agent will, except in the case of Revolving Loans made pursuant to a Mandatory RL Borrowing, make available to the Borrower at the Payment Office the aggregate of the amounts so made available by the Lenders. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any Borrowing that such Lender does not intend to make available to the Administrative Agent such Lender’s portion of 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 and the Administrative Agent may (but shall not be obligated to), in reliance upon such assumption, 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, 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, the Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately following such notification pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall 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 until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such Lender, the overnight Federal Funds Rate for the first three days and at the interest rate otherwise applicable to such Loans for each day thereafter and (ii) if recovered from the Borrower, the rate of interest applicable to the relevant respective Borrowing, as determined pursuant to Section 2.08. Nothing in this Section 2.04 shall be deemed to relieve any Lender from its obligation to make Loans hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any failure by such Lender to make Loans hereunder.

Disbursement of Funds. No (a) Subject to the conditions set forth herein, no later than 1:00 P.M. 11:00 A.M. (New York City time) on the date specified in each Notice of Borrowing (or (x) in the case of Swingline Loans, no later than 2:00 P.M. (New York City time) on the date specified pursuant to Section 2.03(b)(i) or (y) 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)),Borrowing, each Lender with a Commitment Bank will make available available, through such Bank's Applicable Lending Office, its pro rata portion (determined in accordance with Section 2.07) of each such Borrowing requested to be made on such date (or date, in the case of Swingline Loans, the Swingline Lender will make available the full amount thereof). All such amounts will be made available in U.S. Dollars and in immediately available funds at the Payment OfficeOffice of the Administrative Agent, and the Administrative Agent will, except in upon the case of Revolving Loans made pursuant Administrative Agent's determination that the applicable conditions to a Mandatory RL Borrowingmaking the requested Borrowing have been fulfilled, make available to the Borrower at the its Payment Office the aggregate of the amounts so made available by the LendersBanks. 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 such Lender’s Bank's portion of any such Borrowing 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 may (but shall not be obligated to)may, in reliance upon such assumption, make available to the Borrower a corresponding amount; provided that the Administrative Agent shall have no obligation to make available to the Borrower amounts not received from any Bank. If such corresponding amount is not in fact made available to the Administrative Agent by such LenderBank, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such LenderBank on demand. If such Lender Bank does not pay such corresponding amount forthwith upon the Administrative Agent’s 's demand therefor, the Administrative Agent shall promptly notify the Borrower Borrower, and the Borrower shall immediately pay such corresponding amount to the Administrative AgentAgent within one (1) Business Day of such notice, if such amount may be borrowed hereunder, and otherwise within three (3) Business Days of such notice. The Administrative Agent shall also shall be entitled to recover on demand from such Lender or Bank, 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 until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such LenderBank, the overnight Federal Cost of Funds Rate for the first three days and at the interest rate otherwise applicable to such Loans for each day thereafter and (ii) if recovered from the Borrower, the rate of interest applicable Prime Rate in effect from time to the relevant Borrowing, as determined pursuant to Section 2.08time. Nothing in this Section 2.04 2.05 shall be deemed to relieve any Lender Bank from its obligation to make Loans hereunder or to prejudice any rights which the Borrower may have against any Lender Bank as a result of any failure by such Lender Bank to make Loans hereunder.

Disbursement of Funds. No later than 1:00 P.M. (New York City timea) on the date specified in each Notice of Borrowing (or (x) in the case of Swingline Loans, no later than 2:00 P.M. (New York City time) on the date specified pursuant to Section 2.03(b)(i) or (y) 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 with a Commitment will make available 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 will be made available in U.S. Dollars and in immediately available funds at the Payment Office, and the Administrative Agent will, except in the case of Revolving Loans made pursuant to a Mandatory RL Borrowing, make available to the Borrower at the Payment Office the aggregate of the amounts so made available by the Lenders. Unless the Administrative Appropriate Co-Agent shall have been notified by any Lender prior to the date of any a Borrowing that such Lender does not intend to make available to the Administrative Appropriate Co-Agent such Lender’s 's portion of any the Borrowing to be made on such date, the Administrative Appropriate Co-Agent may assume that such Lender has made such amount available to the Administrative such Appropriate Co-Agent on such date of Borrowing and the Administrative such Appropriate Co-Agent may (but shall not be obligated to), in reliance upon such assumption, make available to the respective Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Appropriate Co-Agent by such LenderLender on the date of Borrowing, the Administrative Appropriate Co-Agent shall be entitled to recover such corresponding amount on demand from such LenderLender together with interest (a) with respect to any Loan denominated in Dollars, at a rate per annum equal to the daily average Federal Funds Rate during such period as determined by the Domestic Agent and (b) with respect to any Loan denominated in an Foreign Currency, at a rate per annum equal to the Multicurrency Agent's aggregate marginal cost (PLUS the cost of maintaining any required reserves or deposit insurance and of any fees, penalties, overdraft charges or other costs or expenses incurred by the Domestic Agent as a result of the failure to deliver funds hereunder) of carrying such amount. If such Lender does not pay such corresponding amount forthwith upon the Administrative Appropriate Co-Agent’s 's demand therefor, the Administrative Appropriate Co-Agent shall promptly notify the Borrower respective Borrower, and the such Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall 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 until the date such corresponding amount is recovered by the Administrative Appropriate Co-Agent, together with interest at a the rate per annum equal to (i) if recovered from such Lender, the overnight Federal Funds Rate specified for the first three days and at the interest rate otherwise applicable to Borrowing which includes such Loans for each day thereafter and (ii) if recovered from the Borrower, the rate of interest applicable to the relevant Borrowing, as determined pursuant to Section 2.08amount paid. Nothing in this Section 2.04 subsection shall be deemed to relieve any Lender from its obligation to make Loans fund its Commitments hereunder or to prejudice any rights which the any Borrower may have against any Lender as a result of any failure default by such Lender hereunder. Notwithstanding anything set forth herein to the contrary, any Lender that fails to make Loans available such Lender's portion of any Borrowing shall not (a) have any voting or consent rights under or with respect to any Credit Document or (b) constitute a "Lender" (or be included in the calculation of Required Lenders hereunder) for any voting or consent rights under or with respect to any Credit Document (PROVIDED that in no event shall any amendments, changes or other modifications specifically enumerated in Sections 11.02(a)(ii), 11.02(a)(iii) or 11.02(a)(iv) be effective with respect to any Lender which has not consented to such amendment, change or modification).

Disbursement of Funds. No later than 1:00 P.M. On a weekly basis (New York City time) on and more frequently if requested by the date specified in each Notice of Borrowing (or (x) in the case of Swingline Loans, no later than 2:00 P.M. (New York City time) on the date specified pursuant to Section 2.03(b)(i) or (y) 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(cCompany)),, each Lender with a Commitment will make available 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 Escrow Agent shall notify the full amount thereof). All such amounts will be made available in U.S. Dollars and in immediately available funds at the Payment Office, Company and the Administrative Agent will, except in the case of Revolving Loans made pursuant to a Mandatory RL Borrowing, make available to the Borrower at the Payment Office the aggregate Dealer Manager of the amounts so made available by amount of the Lendersfunds received hereunder. Unless If payments of the Administrative Agent shall have been notified by Minimum Amount or more for Shares are obtained at any Lender time prior to the date of any Borrowing that such Lender does not intend to make available to the Administrative Agent such Lender’s portion of any Borrowing to be made on such dateTermination Date (as defined in Section 6), 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 may (but shall not be obligated to), in reliance upon such assumption, 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, 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, the Administrative Escrow Agent shall promptly notify the Borrower Company and the Borrower Dealer Manager, and upon the Company’s and Dealer Manager’s delivering a joint written notice (the “Disbursement Notice”) attached as Exhibit B signed jointly by two Authorized Persons (as defined in Section 12(q)) of the Company, stating that is has received and accepted subscription agreements for the Minimum Amount of Shares, then the Escrow Agent shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall 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 until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such Lenderdisburse to the Company, by check or wire transfer, the overnight Federal Funds Rate funds in the Escrow Account representing the gross purchase price for the first three days and at the interest rate otherwise applicable to such Loans for each day thereafter Stock, and (ii) if recovered from disburse to the Borrowersubscribers any interest thereon calculated pursuant to the provisions of Section 5. Following such disbursements, the rate of interest applicable Escrow Account shall close and thereafter Escrow Agent shall forward directly to the relevant BorrowingCompany upon receipt by Escrow Agent of any subscription documents and instruments of payment received by Escrow Agent from subscribers. If the Minimum Amount of proceeds has not been obtained and delivered prior to the Termination Date, the Escrow Agent shall, within a reasonable time following the Termination Date, but in no event more than thirty (30) days after the Termination Date, refund to each investor at the address appearing on the List of Investors, or at such other address as determined shall be furnished to the Escrow Agent by the investor in writing, all sums paid by the investor pursuant to Section 2.08his subscription agreement for Shares, together with the interest accrued on such funds in the Escrow Account, and shall then notify the Company in writing of such refunds. Nothing in this Section 2.04 shall be deemed to relieve If the Company rejects any Lender from its obligation to make Loans hereunder or to prejudice any rights subscription for which the Borrower may have against Escrow Agent has already collected funds, the Escrow Agent shall, upon the written request of the Company, promptly issue a refund check to the rejected subscriber. If the Company rejects any Lender as subscription for which the Escrow Agent has not yet collected funds but has submitted the subscriber’s check for collection, the Escrow Agent shall promptly issue a result check in the amount of any failure by the subscriber’s check to the rejected subscriber after the Escrow Agent has cleared such Lender funds. If the Escrow Agent has not yet submitted a rejected subscriber’s check for collection, the Escrow Agent shall promptly remit the subscriber’s check directly to make Loans hereunderthe subscriber.

Disbursement of Funds. No Not later than 1:00 P.M. 12:00 Noon (New York City time) on the date Borrowing Date specified in each Notice of Borrowing (or (x) in the case of Swingline Loans, no later than 2:00 P.M. (New York City time) on the date specified pursuant to Section 2.03(b)(i) or (y) 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)),Borrowing, each Lender with a Commitment will will, subject to the fulfillment of the conditions set forth in this Agreement and in particular Section 7 hereof, make available 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)date. All such amounts will shall be made available in U.S. Dollars and in immediately available funds at the Payment Office, Office of the Agent and the Administrative Agent will, except in the case of Revolving Loans made pursuant to a Mandatory RL Borrowing, will make available to the Borrower at the Payment Office (not later than 12:00 Noon (New York time) on the Borrowing Date specified in such Notice of Borrowing) the aggregate of the amounts (if any) so made available by the Lenders. To the extent that Loans made by the Lenders mature on the date of a requested Borrowing, the Lenders shall apply the proceeds of the Loans they are then making, to the extent thereof, to the repayment of such maturing Loans, such Loans and repayments intended to be a contemporaneous exchange. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any a Borrowing Date that such Lender does not intend to make available to the Administrative Agent such Lender’s 's portion of any the Borrowing to be made on such datedate (such notification to be wholly without prejudice to the Borrower's rights against the notifying Lender), 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 may (but shall not be obligated to), in reliance upon such assumption, make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such LenderLender on the Borrowing Date, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such LenderLender together with interest at the customary rate set by the Agent for the correction of errors among banks. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s 's demand therefor, the Administrative Agent shall promptly notify the Borrower, and to the extent that the Borrower and is in receipt of such corresponding amount, the Borrower shall immediately as soon as reasonably practicable pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Lender or together with interest at 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 until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such Lender, the overnight Federal Funds Rate specified for the first three days and at the interest rate otherwise applicable to such Loans for each day thereafter and (ii) if recovered from the Borrower, the rate of interest applicable to the relevant Borrowing, as determined pursuant to Section 2.08. Nothing in this Section 2.04 2.4 shall be deemed to relieve any Lender from its obligation to make Loans fulfill its Commitment hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any failure by such Lender to make Loans hereunder. No Lender shall be responsible for any failure by any other Lender in its obligations to make Loans 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 its Commitment hereunder.

Disbursement of Funds. No later than 1:00 P.M. 12:00 Noon (New York City Eastern time) on the date specified in each Notice of Borrowing (or (x) in the case of Swingline Loans, no later than 2:00 3:00 P.M. (New York City Eastern time) on the date specified pursuant to Section 2.03(b)(i) 1.03(b)(i), or (y) in the case of Mandatory RL Borrowings, no later than 1:00 P.M. 12:00 Noon (New York City Eastern time) on the date specified in Section 2.01(c1.01(d)),, each Lender Bank with a Commitment of the respective Tranche will make available its pro rata portion (determined in accordance with Section 2.071.07) of each such Borrowing requested to be made on such date (or or, in the case of Swingline Loans, the Swingline Lender Bank will make available the full amount thereof). All such amounts will be made available in U.S. Dollars and in immediately available funds at the Payment OfficeOffice of the Administrative Agent, and the Administrative Agent will, except in the case of Revolving Loans made pursuant to a Mandatory RL Borrowing, will make available to the Borrower at the Payment Office the aggregate of the amounts so made available by the LendersBanks (other than in respect of Mandatory Borrowings) by delivery of such amounts to the Borrower's Account. Unless the Administrative Agent shall have been notified by any Lender Bank prior to the date of any Borrowing that such Lender Bank does not intend to make available to the Administrative Agent such Lender’s Bank's portion of any Borrowing 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 may (but shall not be obligated to), in reliance upon such assumption, make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such LenderBank, 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, the Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also shall be entitled to recover on demand 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 until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such LenderBank, the overnight Federal Funds Rate for each day during the period consisting of the first three days and at the interest rate otherwise applicable to such Loans for each day thereafter and (ii) if recovered from the Borrower, the rate of interest applicable to the relevant Borrowing, as determined pursuant to Section 2.08. Nothing in this Section 2.04 shall be deemed to relieve any Lender from its obligation to make Loans hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any failure by such Lender to make Loans hereunder.Business Days

Disbursement of Funds. No later than 1:00 P.M. (New York City time) on --------------------- the date specified in each Notice of Borrowing (or (x) in the case of Swingline Loans, no later than 2:00 4:00 P.M. (New York City time) on the date specified pursuant to Section 2.03(b)(i1.03(b)(i) or (y) 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(c1.01(c)),, each Lender with a Commitment will make available its pro rata portion (determined in accordance with Section 2.07--- ---- 1.07) 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 will be made available in U.S. Dollars and in immediately available funds at the Payment Office, and the Administrative Agent will, except in the case of Revolving Loans made pursuant to a Mandatory RL Borrowing, make available to the Borrower at the Payment Office the aggregate of the amounts so made available by the Lenders. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any Borrowing that such Lender does not intend to make available to the Administrative Agent such Lender’s 's portion of 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 and the Administrative Agent may (but shall not be obligated to), in reliance upon such assumption, 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, 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 's demand therefor, the Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall 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 until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such Lender, the overnight Federal Funds Rate for the first three days and at the interest rate otherwise applicable to such Loans for each day thereafter and (ii) if recovered from the Borrower, the rate of interest applicable to the relevant respective Borrowing, as determined pursuant to Section 2.081.08. Nothing in this Section 2.04 1.04 shall be deemed to relieve any Lender from its obligation to make Loans hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any failure by such Lender to make Loans hereunder.