Common use of Disbursement of Funds Clause in Contracts

Disbursement of Funds. No later than 1:00 P.M. (New York time) on the date specified in each Notice of Borrowing, each Lender with a Commitment will make available its pro rata portion (determined in accordance with Section 2.08) of each Borrowing requested to be made on such date in the manner provided below. All such amounts will be made available in Dollars (in the case of Dollar Revolving Loans) or Canadian Dollars (in the case of Canadian Revolving Loans), as the case may be, and in immediately available funds at the appropriate Payment Office of the Administrative Agent, and the Administrative Agent will make available to the relevant Borrower or Borrowers by depositing to its, or their, relevant account as directed by the respective Borrower or Borrowers, 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 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, 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 respective Borrower or Borrowers, and, to the extent such corresponding amount has previously been disbursed to such Borrower or Borrowers, such Borrower or Borrowers shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover on demand from such Lender or such Borrower or Borrowers, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the respective Borrower or 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 as in effect from time to time for the first three days and the interest rate applicable to Dollar Revolving Loans maintained as Base Rate Loans for each day thereafter and (ii) if recovered from the respective Borrower or Borrowers, the rate of interest applicable to the respective Borrowing, as determined pursuant to Section 2.09. Nothing in this Section 2.05 shall be deemed to relieve any Lender from its obligation to make Revolving Loans hereunder or to prejudice any rights which the relevant Borrower or Borrowers may have against any Lender as a result of any failure by such Lender to make Revolving Loans required to be made by it hereunder.

Disbursement of Funds. No later than 1:00 2:30 P.M. (New York City time) on the date specified in each Notice of BorrowingBorrowing Date, each Lender with a Commitment will make available its pro rata portion (determined in accordance with Section 2.082.07) of each Borrowing requested to be made on such date in the manner provided belowdate. All such amounts will be made available in Dollars (in the case of Dollar Revolving Loans) or Canadian Dollars (in the case of Canadian Revolving Loans), as the case may be, and in immediately available funds at the appropriate Payment Office of the Administrative AgentOffice, and the Administrative Agent will make available to the relevant Borrower or Borrowers by depositing to itsat the Payment Office, or their, relevant to such other account as directed by the respective Borrower or Borrowersmay specify in writing prior to the Borrowing Date, 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 Borrowing Date that such Lender does not intend to make available to the Administrative Agent such Lender’s portion of any Borrowing the 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 the Borrowing Date and the Administrative Agent maymay (but shall not be obligated to), 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 respective Borrower, and the Borrower or Borrowers, and, to the extent such corresponding amount has previously been disbursed to such Borrower or Borrowers, such Borrower or Borrowers shall immediately pay repay such corresponding amount to the Administrative AgentAgent within one Business Day. The Administrative Agent also shall also be entitled to recover on demand from such Lender or such Borrower or Borrowersthe 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 respective Borrower or Borrowers until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to to (i) if recovered from such Lender, the overnight Federal Funds Effective Rate as in effect from time to time for the first three days and at the interest rate otherwise applicable to Dollar Revolving Loans maintained as Base Rate such Term Loans for each day thereafter and (ii) if recovered from the respective Borrower or BorrowersBorrower, the rate of interest applicable to the respective Borrowing, as determined pursuant to Section 2.092.08. Nothing in this Section 2.05 2.04 shall be deemed to relieve any Lender from its obligation to make Revolving Term Loans hereunder or to prejudice any rights which the relevant Borrower or Borrowers may have against any Lender as a result of any failure by such Lender to make Revolving Term Loans required to be made by it hereunder.

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 time) on the date specified in each Notice of Borrowing, each Lender with a Commitment will make available its pro rata portion (determined in accordance with Section 2.08) of each such Borrowing requested to be made on such date in the manner provided belowdate. All such amounts will shall be made available in Dollars (in the case of Dollar Revolving Loans) or Canadian Dollars (in the case of Canadian Revolving Loans), as the case may be, and in immediately available funds at the appropriate Payment Office of the Administrative Agent, Agent and the Administrative Agent will make available to the relevant Borrower or Borrowers by depositing (on such day to its, or their, relevant account as directed the extent of funds actually received by the respective Borrower or BorrowersAdministrative Agent prior to 12:00 Noon (New York time) on such day) at the Payment Office, in the account specified in the applicable Notice of Borrowing, the aggregate of the amounts so made available by the Lenders. Unless the Administrative Agent shall have been notified by any Lender prior to the date of 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, 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 respective Borrower or Borrowers, and, to and the extent such corresponding amount has previously been disbursed to such Borrower or Borrowers, such Borrower or Borrowers shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover on demand from such Lender or such Borrower or Borrowersthe 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 respective Borrower or Borrowers until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to to (i) if recovered from such Lender, the overnight Federal Funds Rate as in effect from time to time for the first three days and the interest rate applicable to Dollar Revolving Loans maintained as Base Rate Loans for each day thereafter and (ii) if recovered from the respective Borrower or BorrowersBorrower, the rate of interest applicable to the respective Borrowing, as determined pursuant to Section 2.09. Nothing in this Section 2.05 shall be deemed to relieve any Lender from its obligation to make Revolving Loans hereunder or to prejudice any rights which the relevant Borrower or Borrowers may have against any Lender as a result of any failure by such Lender to make Revolving Loans required to be made by it hereunder2.07.

Disbursement of Funds. No later than 1:00 P.M. 12:00 Noon (New York time) on the date specified in each Notice of Borrowing, each Lender with a Commitment will make available its pro rata portion (determined in accordance with Section 2.082.06) of each such Borrowing requested to be made on such date in the manner provided belowdate. All such amounts will be made available in Dollars (in the case of Dollar Revolving Loans) or Canadian Dollars (in the case of Canadian Revolving Loans), as the case may be, and in immediately available funds at the appropriate Payment Office of the Administrative Agent, and the Administrative Agent will make available to the relevant Borrower or Borrowers by depositing (prior to its, or their, relevant account as directed 1:00 p.m. (New York time) on such day to the extent of funds actually received by the respective Borrower or BorrowersAdministrative Agent prior to 12:00 Noon (New York time) on such day) at the Payment Office, in the account specified in the applicable Notice of Borrowing, the aggregate of the amounts so made available by the Lenders. Unless the Administrative Agent shall have been notified by any Lender prior to the date of 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 maymay in its sole discretion (but shall not, for the avoidance of doubt, be obligated to), 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 LenderLender and such amount is advanced to the Borrower by the Administrative Agent, 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 respective Borrower or Borrowers, and, to and the extent such corresponding amount has previously been disbursed to such Borrower or Borrowers, such Borrower or Borrowers shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall also be entitled to recover on demand from such Lender or such Borrower or Borrowersthe 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 respective Borrower or Borrowers until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to to (i) if recovered from such Lender, the overnight Federal Funds Rate as in effect from time to time for the first three days and at the interest rate otherwise applicable to Dollar Revolving Loans maintained as Base Rate such Loans for each day thereafter and (ii) if recovered from the respective Borrower or BorrowersBorrower, the rate of interest applicable to the respective Borrowing, as determined pursuant to Section 2.092.07. Nothing in this Section 2.05 2.04 shall be deemed to relieve any Lender from its obligation to make Revolving Loans hereunder or to prejudice any rights which the relevant Borrower or Borrowers may have against any Lender as a result of any failure by such Lender to make Revolving Loans required to be made by it hereunder.

Disbursement of Funds. No later than 1:00 P.M. 12:00 Noon (New York time) on the date specified in each Notice of BorrowingRestatement Effective Date, each Lender with a Commitment will make available its pro rata portion (determined in accordance with Section 2.08) of each such Borrowing of New Loans requested to be made on such date in the manner provided below. All such amounts will be made available in Dollars (in the case of Dollar Revolving Loans) or Canadian Dollars (in the case of Canadian Revolving Loans)date, as the case may be, and in immediately available funds at the appropriate Payment Office of the Administrative Agent, and the . The Administrative Agent will make available to the relevant Borrower or Borrowers by depositing to its, or their, relevant account as directed by Company at the respective Borrower or BorrowersPayment 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 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, in reliance upon such assumption, make available to the relevant 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 respective Borrower or Borrowers, and, to Company and the extent such corresponding amount has previously been disbursed to such Borrower or Borrowers, such Borrower or Borrowers Company shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover on demand from such Lender or such Borrower or Borrowersthe 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 respective Borrower or Borrowers Company until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to to (i) if recovered from such Lender, the overnight Federal Funds Rate as in effect from time to time for the first three days and the interest rate applicable to Dollar Revolving Loans maintained as Base Rate Loans for each day thereafter and (ii) if recovered from the respective Borrower or BorrowersCompany, the rate of interest applicable to the respective Borrowing, as determined pursuant to Section 2.092.08. Nothing in this Section 2.05 2.04 shall be deemed to relieve any Lender from its obligation to make Revolving Loans hereunder or to prejudice any rights which the relevant Borrower or Borrowers Company may have against any Lender as a result of any failure by such Lender to make Revolving Loans required to be made by it hereunder.

Disbursement of Funds. No later than 1:00 2:00 P.M. (New York London time) on the date specified in each Notice of Borrowing, each Lender with a Commitment Lender, subject to Section 15, will make available its pro rata portion (determined in accordance with Section 2.082.07) of each such Borrowing requested to be made on such date in the manner provided belowdate. All such amounts will be made available in U.S. Dollars (in the case of U.S. Dollar Revolving Loans) or Canadian ), in Australian Dollars (in the case of Canadian Revolving Australian Dollar Loans), in Pounds Sterling (in the case of Sterling Loans) or Euros (in the case of Euro Loans), as the case may be, and in immediately available funds at the appropriate Payment Office of the Administrative AgentOffice, and the Administrative Facility Agent will make available to the relevant Borrower or Borrowers by depositing to its, or their, relevant account as directed by at the respective Borrower or Borrowers, Payment Office the aggregate of the amounts so made available by the Lenders. Unless the Administrative Agent and the Facility Agent shall have been notified by any Lender prior to the date of Borrowing that such Lender does not intend to make available to the Administrative Facility Agent such Lender’s portion of any Borrowing to be made on such date, the Administrative Facility Agent may assume that such Lender has made such amount available to the Administrative Facility Agent on such date of Borrowing and the Administrative Facility Agent maymay (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 Administrative Facility Agent by such Lender, the Administrative Facility 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 Facility Agent’s demand therefor, the Administrative Facility Agent shall promptly notify the respective relevant Borrower or Borrowers, and, to and the extent such corresponding amount has previously been disbursed to such Borrower or Borrowers, such relevant Borrower or Borrowers shall immediately pay such corresponding amount to the Administrative Facility Agent. The Administrative Facility Agent also shall also be entitled to recover on demand from such Lender or such the relevant Borrower or Borrowers, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Facility Agent to the respective relevant Borrower or Borrowers until the date such corresponding amount is recovered by the Administrative Facility Agent, at a rate per annum equal to to (i) if recovered from such Lender, the overnight Federal Funds Rate (or, in the case of Australian Dollar Loans, Sterling Loans or Euro Loans, the cost to the Facility Agent of acquiring overnight funds in Australian Dollars, Pounds Sterling or Euros, as in effect from time to time the case may be) for the first three days and at the interest rate otherwise applicable to Dollar Revolving Loans maintained as Base Rate such Loans for each day thereafter and (ii) if recovered from the respective relevant Borrower or Borrowers, the rate of interest applicable to the respective Borrowing, as determined pursuant to Section 2.092.08. Nothing in this Section 2.05 2.04 shall be deemed to relieve any Lender from its obligation to make Revolving Loans hereunder or to prejudice any rights which the relevant any Borrower or Borrowers may have against any Lender as a result of any failure by such Lender to make Revolving Loans required hereunder. Notwithstanding this Section 2.04 and subject to the provisions of Section 15, (x) the Fronting Lender shall be made by it hereunderobligated to make each Participating Specified Foreign Currency Lender’s pro rata portion of a Specified Foreign Currency Loan and (y) each Participating Specified Foreign Currency Lender shall not be obligated to make its pro rata portion of a Specified Foreign Currency Loan.

Disbursement of Funds. No later than 1:00 P.M. (New York City time) on the date specified in each Notice of Borrowing, each Lender with a Commitment will make available its pro rata portion (determined in accordance with Section 2.082.07) of each the Borrowing requested to be made on such date in the manner provided belowdate. All such amounts will be made available in Dollars (in the case of Dollar Revolving Loans) or Canadian Dollars (in the case of Canadian Revolving Loans), as the case may be, and in immediately available funds at the appropriate Payment Office of the Administrative AgentOffice, and the Administrative Agent will make available to the relevant Borrower or Borrowers by depositing to itsat the Payment Office, or their, relevant to such other account or accounts as directed by the respective Borrower or Borrowersmay specify in writing to the Administrative Agent, 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 the date of any such Borrowing and the Administrative Agent maymay (but shall not be obligated to), 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 respective Borrower, and the Borrower or Borrowers, and, to the extent such corresponding amount has previously been disbursed to such Borrower or Borrowers, such Borrower or Borrowers shall immediately pay repay such corresponding amount to the Administrative AgentAgent within three Business Days. The Administrative Agent also shall also be entitled to recover on demand from such Lender or such Borrower or Borrowersthe 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 respective Borrower or Borrowers until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to to (i) if recovered from such Lender, the overnight Federal Funds Effective Rate as in effect from time to time for the first three days and at the interest rate otherwise applicable to Dollar Revolving Loans maintained as Base Rate such Loans for each day thereafter and (ii) if recovered from the respective Borrower or BorrowersBorrower, the rate of interest applicable to the respective Borrowing, as determined pursuant to Section 2.092.08. Nothing in this Section 2.05 2.04 shall be deemed to relieve any Lender from its obligation to make Revolving Loans hereunder or to prejudice any rights which the relevant Borrower or Borrowers may have against any Lender as a result of any failure by such Lender to make Revolving Loans required to be made by it hereunder.

Disbursement of Funds. No later than 1:00 P.M. 12:00 Noon (New York Chicago time) on the date specified in each Notice of Borrowing, each Lender with a Commitment will make available its pro rata portion (determined in accordance with Section 2.081.7) of each such Borrowing requested to be made on such date in the manner provided belowdate. All such amounts will be made available in Dollars (in the case of Dollar Revolving Loans) or Canadian Dollars (in the case of Canadian Revolving Loans), as the case may be, and in immediately available funds at the appropriate Payment Office of the Administrative AgentOffice, and the Administrative Agent will make available to the relevant Borrower or Borrowers by depositing to its, or their, relevant account as directed by at the respective Borrower or Borrowers, 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 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 maymay (but shall not be obligated to), in reliance upon such assumption, make available to the relevant Borrower a corresponding amount. If the Administrative Agent shall have made such corresponding amount available to the Borrower, but 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 respective Borrower or Borrowers, and, to and the extent such corresponding amount has previously been disbursed to such Borrower or Borrowers, such Borrower or Borrowers shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall also be entitled to recover on demand from such Lender or such Borrower or Borrowersthe 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 respective Borrower or Borrowers until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to to (i) if recovered from such Lender, the overnight Federal Funds Rate as in effect from time to time for the first three days and at the interest rate otherwise applicable to Dollar Revolving Loans maintained as Base Rate such Loans for each day thereafter and (ii) if recovered from the respective Borrower or BorrowersBorrower, the rate of interest applicable to the respective Borrowing, as determined pursuant to Section 2.091.8. Nothing in this Section 2.05 1.4 shall be deemed to relieve any Lender from its obligation to make Revolving Loans hereunder or to prejudice any rights which the relevant Borrower or Borrowers may have against any Lender as a result of any failure by such Lender to make Revolving Loans required to be made by it hereunder.

Disbursement of Funds. No Not later than 1:00 P.M. 12:00 Noon (New York time) on the date specified in each Notice of Borrowing, each Lender with a Commitment under the respective Tranche will make available its pro rata portion (determined in accordance with Section 2.082.07) of each such Borrowing requested to be made on such date in the manner provided belowdate. All such amounts will shall be made available in U.S. Dollars (in the case of Dollar Revolving Loans) or Canadian Dollars (in the case of Canadian Revolving Loans), as the case may be, and in immediately available funds at the appropriate Payment Office of the Administrative Agent, and the Administrative Agent will make available to the relevant Borrower or Borrowers by depositing to its, or their, relevant account as directed by the respective Borrower at the Payment Office or Borrowers, 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. Unless the Administrative Agent shall have been notified by any Lender prior to the date of 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, 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 respective relevant Borrower or Borrowers, and, to the extent pay immediately such corresponding amount has previously been disbursed to the Administrative Agent and such Borrower or Borrowers, such Borrower or Borrowers shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover on demand from such Lender or such Borrower or Borrowersthe relevant 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 respective Borrower or Borrowers until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to to (i) if recovered from such Lender, the overnight Federal Funds Rate as in effect from time to time for the first three days and the interest rate applicable to Dollar Revolving Loans maintained as Base Rate Loans for each day thereafter and (ii) if recovered from the respective Borrower or BorrowersBorrower, the rate of interest applicable to the respective Borrowing, as determined pursuant to Section 2.092.08. Nothing in this Section 2.05 2.04 shall be deemed to relieve any Lender from its obligation to make Revolving Loans hereunder or to prejudice any rights which the relevant Borrower or Borrowers may have against any Lender as a result of any failure by such Lender to make Revolving Loans required to be made by it hereunder.

Disbursement of Funds. No later than 1:00 P.M. 12:00 Noon (New York time) on the date specified in each Notice of Borrowing, each Lender with a Commitment will make available its pro rata portion (determined in accordance with Section 2.08) of each such Borrowing requested to be made on such date in the manner provided belowdate. All such amounts will shall be made available in Dollars (in the case of Dollar Revolving Loans) or Canadian Dollars (in the case of Canadian Revolving Loans), as the case may be, and in immediately available funds at the appropriate Payment Office of the Administrative Agent, and the Administrative Agent will make available to the relevant Borrower or Borrowers by depositing (prior to its, or their, relevant account as directed 1:00 p.m. (New York time) on such day to the extent of funds actually received by the respective Borrower or BorrowersAdministrative Agent prior to 12:00 Noon (New York time) on such day) at the Payment Office, in the account specified in the applicable Notice of Borrowing, the aggregate of the amounts so made available by the Lenders. Unless the Administrative Agent shall have been notified by any Lender prior to the date of 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 maymay (but shall not be obligated to), in reliance upon such assumption, make available to the relevant Borrower a corresponding amount. If the Administrative Agent makes such corresponding amount available to the Borrower but such corresponding amount is not in fact made available to the Administrative Agent by such Lender, 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 respective Borrower or Borrowers, and, to and the extent such corresponding amount has previously been disbursed to such Borrower or Borrowers, such Borrower or Borrowers shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall also be entitled to recover on demand from such Lender or such Borrower or Borrowersthe 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 respective Borrower or Borrowers until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to to (i) if recovered from such Lender, at the overnight Federal Funds Rate as in effect from time to time for the first three days and at the interest rate otherwise applicable to Dollar such Revolving Loans maintained as Base Rate Loans for each day thereafter and (ii) if recovered from the respective Borrower or BorrowersBorrower, at the rate of interest applicable to the respective Borrowing, as determined pursuant to Section 2.092.08. Nothing in this Section 2.05 2.04 shall be deemed to relieve any Lender from its obligation to make Revolving Loans hereunder or to prejudice any rights which the relevant Borrower or Borrowers may have against any Lender as a result of any failure by such Lender to make Revolving Loans required to be made by it hereunder.

Disbursement of Funds. No later than 1:00 P.M. (New York time) on the date specified in each Notice of BorrowingBorrowing (or (x) in the case of Swingline Loans, no later than 4:00 P.M. (New York time) on the date specified pursuant to Section 2.02(b)(i) or (y) in the case of Mandatory Borrowings, no later than 1:00 P.M. (New York time) on the date specified in Section 2.01(b)), each Lender with a Commitment will make available its pro rata portion of the Loans (determined in accordance with Section 2.08) of each Borrowing requested to be made on such date or in the manner provided belowcase of Swingline Loans, the Swingline Lender will make available the full amount thereof). All such amounts will be made available in Dollars (in the case of Dollar Revolving Loans) or Canadian Dollars (in the case of Canadian Revolving Loans), as the case may be, and in immediately available funds at the appropriate Payment Office of the Administrative AgentOffice, and the Administrative Agent will will, except in the case of Revolving Loans made pursuant to a Mandatory Borrowing, make available to the relevant Borrower or Borrowers by depositing to its, or their, relevant account as directed by at the respective Borrower or Borrowers, 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 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 maymay (but shall not be obligated to), 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 respective Borrower or Borrowers, and, to and the extent such corresponding amount has previously been disbursed to such Borrower or Borrowers, such Borrower or Borrowers shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall also be entitled to recover on demand from such Lender or such Borrower or Borrowersthe 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 respective Borrower or Borrowers until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to to (i) if recovered from such Lender, the overnight Federal Funds Rate as in effect from time to time for the first three days and at the interest rate otherwise applicable to Dollar Revolving Loans maintained as Base Rate such Loans for each day thereafter and (ii) if recovered from the respective Borrower or BorrowersBorrower, the rate of interest applicable to the respective Borrowing, as determined pursuant to Section 2.092.07. Nothing in this Section 2.05 2.03 shall be deemed to relieve any Lender from its obligation to make Revolving Loans hereunder or to prejudice any rights which the relevant Borrower or Borrowers may have against any Lender as a result of any failure by such Lender to make Revolving Loans required to be made by it 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 BorrowingBorrowing (or, in the case of the Initial Borrowing Date as permitted pursuant to Section 2.03, no later than 4:00 P.M. (New York City time)), each Lender with a Commitment will make available its pro rata portion (determined in accordance with Section 2.082.07) of each such Borrowing requested to be made on such date in the manner provided belowdate. All such amounts will be made available in Dollars (in the case of Dollar Revolving Loans) or Canadian Dollars (in the case of Canadian Revolving Loans), as the case may be, and in immediately available funds at the appropriate Payment Office of the Administrative AgentOffice, and the Administrative Agent will make available to the relevant Borrower or Borrowers by depositing to itsat the Payment Office, or their, relevant to such other account as directed by the respective Borrower or Borrowersmay 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 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 maymay (but shall not be obligated to), 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 respective Borrower or Borrowers, and, to and the extent such corresponding amount has previously been disbursed to such Borrower or Borrowers, such Borrower or Borrowers shall immediately pay on demand such corresponding amount to the Administrative Agent. The Administrative Agent also shall also be entitled to recover on demand from such Lender or such Borrower or Borrowersthe 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 respective Borrower or Borrowers until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to to (i) if recovered from such Lender, the overnight Federal Funds Rate as in effect from time to time for the first three days and at the interest rate otherwise applicable to Dollar Revolving Loans maintained as Base Rate such Loans for each day thereafter and (ii) if recovered from the respective Borrower or BorrowersBorrower, the rate of interest applicable to the respective Borrowing, as determined pursuant to Section 2.092.08. Nothing in this Section 2.05 2.04 shall be deemed to relieve any Lender from its obligation to make Revolving Loans hereunder or to prejudice any rights which the relevant Borrower or Borrowers may have against any Lender as a result of any failure by such Lender to make Revolving Loans required to be made by it hereunder.

Disbursement of Funds. No later than 1:00 P.M. (New York time) on the date specified in each Notice of Borrowing, each applicable Lender with a Commitment will make available its pro rata portion (determined in accordance with Section 2.081.07) of each such Borrowing requested to be made on such date in the manner provided belowdate. All such amounts will be made available in Dollars (in the case of Dollar Revolving Loans) or Canadian Dollars (in the case of Canadian Revolving Loans), as the case may be, and in immediately available funds at the appropriate Payment Office of the Administrative AgentOffice, and the Administrative Agent will make available to the relevant Borrower or Borrowers by depositing to its, or their, relevant account as directed by at the respective Borrower or Borrowers, 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 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 maymay (but shall not be obligated to), 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 respective Borrower or Borrowers, and, to and the extent such corresponding amount has previously been disbursed to such Borrower or Borrowers, such Borrower or Borrowers 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 also be entitled to recover on demand from such Lender or such Borrower or Borrowersthe 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 respective Borrower or Borrowers until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to to (i) if recovered from such Lender, the overnight Federal Funds Rate as in effect from time to time for the first three days and at the interest rate otherwise applicable to Dollar Revolving Loans maintained as Base Rate such Loans for each day thereafter thereafter, and (ii) if recovered from the respective Borrower or BorrowersBorrower, the rate of interest applicable to the respective Borrowing, as determined pursuant to Section 2.091.08. Nothing in this Section 2.05 1.04 shall be deemed to relieve any Lender from its obligation to make Revolving Loans hereunder or to prejudice any rights which the relevant Borrower or Borrowers may have against any Lender as a result of any failure by such Lender to make Revolving Loans required to be made by it hereunder.

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 time) on the date specified in each Notice of Borrowing, each Lender with a Commitment will make available its pro rata portion (determined in accordance with Section 2.08) of each such Borrowing requested to be made on such date in the manner provided belowdate. All such amounts will shall be made available in Dollars (in the case of Dollar Revolving Loans) or Canadian Dollars (in the case of Canadian Revolving Loans), as the case may be, and in immediately available funds at the appropriate Payment Office of the Administrative Agent, Facility Agent and the Administrative Facility Agent will make available to the relevant Borrower or Borrowers by depositing (on such day to its, or their, relevant account as directed the extent of funds actually received by the respective Borrower or BorrowersFacility Agent prior to 12:00 Noon (New York time) on such day) at the Payment Office, in the account specified in the applicable Notice of Borrowing, the aggregate of the amounts so made available by the Lenders. Unless the Administrative Facility Agent shall have been notified by any Lender prior to the date of Borrowing that such Lender does not intend to make available to the Administrative Facility Agent such Lender’s portion of any Borrowing to be made on such date, the Administrative Facility Agent may assume that such Lender has made such amount available to the Administrative Facility Agent on such date of Borrowing and the Administrative Facility Agent 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 Facility Agent by such Lender, the Administrative Facility 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 Facility Agent’s demand therefor, the Administrative Facility Agent shall promptly notify the respective Borrower or Borrowers, and, to and the extent such corresponding amount has previously been disbursed to such Borrower or Borrowers, such Borrower or Borrowers shall immediately pay such corresponding amount to the Administrative Facility Agent. The Administrative Facility Agent shall also be entitled to recover on demand from such Lender or such Borrower or Borrowersthe 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 Facility Agent to the respective Borrower or Borrowers until the date such corresponding amount is recovered by the Administrative Facility Agent, at a rate per annum equal to to (i) if recovered from such Lender, the overnight Federal Funds Rate as in effect from time to time for the first three days and the interest rate applicable to Dollar Revolving Loans maintained as Base Rate Loans for each day thereafter and (ii) if recovered from the respective Borrower or BorrowersBorrower, the rate of interest applicable to the respective Borrowing, as determined pursuant to Section 2.09. Nothing in this Section 2.05 shall be deemed to relieve any Lender from its obligation to make Revolving Loans hereunder or to prejudice any rights which the relevant Borrower or Borrowers may have against any Lender as a result of any failure by such Lender to make Revolving Loans required to be made by it hereunder2.06.

Disbursement of Funds. No later than 1:00 P.M. 12:00 Noon (New York time) on the date specified in each Notice of BorrowingBorrowing (or (x) in the case of Swingline Loans, no later than 2:00 P.M. (New York time) on the date specified pursuant to Section 1.03(b)(i) or (y) in the case of Mandatory Borrowings, no later than 12:00 Noon (New York time) on the date specified in Section 1.01(c)), each Lender with a Commitment will make available its pro rata PRO RATA portion (determined in accordance with Section 2.081.07) 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 Dollars (in the case of Dollar Revolving Loans) or Canadian Dollars (in the case of Canadian Revolving Loans), as the case may be, and in immediately available funds at the appropriate Payment Office of the Administrative Agent, and the Administrative Agent will make available to the relevant Borrower or Borrowers by depositing to its, or their, relevant account as directed by at the respective Borrower or Borrowers, 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 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, 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 's demand therefor, the Administrative Agent shall promptly notify the respective Borrower or Borrowers, and, to and the extent such corresponding amount has previously been disbursed to such Borrower or Borrowers, such Borrower or Borrowers shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover on demand from such Lender or such Borrower or Borrowersthe 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 respective Borrower or Borrowers until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to to (i) if recovered from such Lender, at the overnight Federal Funds Rate as in effect from time to time for the first three days and at the interest rate otherwise applicable to Dollar Revolving Loans maintained as Base Rate such Loans for each day thereafter and (ii) if recovered from the respective Borrower or BorrowersBorrower, the rate of interest applicable to the respective Borrowing, as determined pursuant to Section 2.09. Nothing in this Section 2.05 shall be deemed to relieve any Lender from its obligation to make Revolving Loans hereunder or to prejudice any rights which the relevant Borrower or Borrowers may have against any Lender as a result of any failure by such Lender to make Revolving Loans required to be made by it hereunder1.

Disbursement of Funds. No later than 1:00 P.M. (New York City time) on the date specified in each Notice of Borrowing, each Lender with a Commitment will make available its pro rata portion (determined in accordance with Section 2.082.06) of each the Borrowing requested to be made on such date in the manner provided belowdate. All such amounts will be made available in Dollars (in the case of Dollar Revolving Loans) or Canadian Dollars (in the case of Canadian Revolving Loans), as the case may be, and in immediately available funds at the appropriate Payment Office of the Administrative AgentOffice, and the Administrative Agent will make available to the relevant Borrower or Borrowers by depositing to its, or their, relevant account as directed by at the respective Borrower or Borrowers, 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 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 maymay (but shall not be obligated to), 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 respective Borrower, and the Borrower or Borrowers, and, to the extent such corresponding amount has previously been disbursed to such Borrower or Borrowers, such Borrower or Borrowers shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall also be entitled to recover on demand from such Lender or such Borrower or Borrowersthe 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 respective Borrower or Borrowers until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to to (i) if recovered from such Lender, the overnight Federal Funds Rate as in effect from time to time for the first three days and at the interest rate otherwise applicable to Dollar Revolving Loans maintained as Base Rate such Loans for each day thereafter and (ii) if recovered from the respective Borrower or BorrowersBorrower, the rate of interest applicable to the respective BorrowingLoans, as determined pursuant to Section 2.092.07. Nothing in this Section 2.05 2.04 shall be deemed to relieve any Lender from its obligation to make Revolving Loans hereunder or to prejudice any rights which the relevant Borrower or Borrowers may have against any Lender as a result of any failure by such Lender to make Revolving Loans required to be made by it hereunder.

Disbursement of Funds. No later than 1:00 P.M. 9:00 a.m. (New York time) on the date specified in each Notice of Borrowing, each applicable Lender with a Commitment will make available its pro rata portion (determined in accordance with Section 2.08) Pro Rata Share of each Loans, of the Borrowing requested to be made on such date in the manner provided below. All Applicable Currency and in immediately available funds, at the Payment Office (for the account of such amounts will be made available in Dollars (non-U.S. office of Administrative Agent as Administrative Agent may direct in the case of Dollar Revolving Eurocurrency Loans) or Canadian Dollars (in the case of Canadian Revolving Loans), as the case may be, and in immediately available funds at the appropriate Payment Office of the Administrative Agent, and the Administrative Agent will make available to the relevant applicable Borrower or Borrowers by depositing to its, or their, relevant account as directed by the respective Borrower or Borrowers, at its Payment Office the aggregate of the amounts so made available by the LendersLenders not later than 10:00 a.m. (New York time). Unless the Administrative Agent shall have been notified by any Lender at least one (1) Business Day prior to the date of 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 Borrowing and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the relevant applicable 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 demand therefor, the Administrative Agent shall promptly notify the respective applicable Borrower or Borrowers, and, to if so notified, the extent such corresponding amount has previously been disbursed to such applicable Borrower or Borrowers, such Borrower or Borrowers shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover on demand from such Lender or such the applicable Borrower or Borrowers, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the respective applicable Borrower or Borrowers until to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered to 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 Administrative Agent in respect of such corresponding amount shall be credited against interest payable by Borrower to such Lender under Section 3.1 in respect of such corresponding amount. Any amount due hereunder to 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 as for amounts in effect from time to time Dollars (and, at Administrative Agent’s cost of funds for amounts in any 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 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 applicable on its Loans, amounts due with respect to Dollar Revolving its Letters of Credit (or its participations therein) and any other amounts due to it hereunder first to Administrative Agent to fund any outstanding Loans maintained made available on behalf of such Lender by Administrative Agent pursuant to this Section 2.8 until such Loans have been funded (as Base Rate a result of such assignment or otherwise) and then to fund Loans for of all Lenders other than such Lender until each day thereafter and Lender has outstanding Loans equal to its Pro Rata Share of all Loans (ii) if recovered from the respective as a result of such assignment or otherwise). Such Lender shall not have recourse against such Borrower with respect to any amounts paid to Administrative Agent or Borrowers, the rate of interest applicable any Lender with respect to the respective Borrowingpreceding sentence, as determined pursuant provided that, such Lender shall have full recourse against such Borrower to Section 2.09the extent of the amount of such Loans it has so been deemed to have made. Nothing in this Section 2.05 herein shall be deemed to relieve any Lender from its obligation to make Revolving Loans fulfill its Commitment hereunder or to prejudice any rights which the relevant such Borrower or Borrowers may have against any the Lender as a result of any failure default by such Lender to make Revolving Loans required to be made by it hereunder.

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 time) on the date specified in each Notice of Borrowing, each Lender with a Commitment Bank will make available its pro rata portion (determined in accordance with Section 2.08) of each such Borrowing requested to be made on such date in the manner provided below. All such amounts will be made available date, --- ---- in Dollars (in the case of Dollar Revolving Loans) or Canadian Dollars (in the case of Canadian Revolving Loans), as the case may be, and in immediately available funds at the appropriate Payment Office of the Administrative Operations Agent, and the Administrative Operations Agent will make available to the relevant Borrower or Borrowers by depositing to its, or their, relevant account as directed by the respective Borrower or Borrowers, the aggregate of the amounts so made available by the LendersBanks available to the appropriate Borrower at the Payment Office or, if specified in the Notice of Borrowing, such Borrower's account with its Custodian in accordance with the standard instructions provided in the Notice of Borrowing. Unless the Administrative Operations Agent shall have been notified by any Lender Bank prior to the date of Borrowing that such Lender Bank does not intend to make available to the Administrative Operations Agent such Lender’s Bank's portion of any Borrowing to be made on such date, the Administrative Operations Agent may assume that such Lender Bank has made such amount available to the Administrative Operations Agent on such date of Borrowing and the Administrative Operations Agent may, in reliance upon such assumption, make available to the relevant respective Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Operations Agent by such LenderBank, the Administrative Operations 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 Operations Agent’s 's demand therefor, the Administrative Operations Agent shall promptly notify the respective Borrower or Borrowers, and, to the extent such corresponding amount has previously been disbursed to such Borrower or Borrowers, and such Borrower or Borrowers shall immediately pay (from the assets of such Borrower or Borrowers) such corresponding amount to the Administrative Operations Agent. The Administrative Operations Agent shall also be entitled to recover on demand from such Lender Bank or such Borrower or Borrowersthe 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 Operations Agent to the respective such Borrower or Borrowers until the date such corresponding amount is recovered by the Administrative Operations Agent, at a rate per annum equal to to (i) if recovered from such LenderBank, at the overnight Federal Funds Rate as in effect from time to time for the first three days and the interest rate applicable to Dollar Revolving Loans maintained as Base Rate Loans for each day thereafter and (ii) if recovered from the respective Borrower or BorrowersBorrower, the rate of interest applicable to the respective Borrowing, as determined pursuant to Section 2.09. Nothing in this Section 2.05 shall be deemed to relieve any Lender from its obligation to make Revolving Loans hereunder or to prejudice any rights which the relevant Borrower or Borrowers may have against any Lender as a result of any failure by such Lender to make Revolving Loans required to be made by it hereunder1.

Disbursement of Funds. (a) No later than 1:00 2:00 P.M. (New York timelocal time at the Payment Office) on the date specified in each Notice of Borrowing, each Lender with a Commitment under the Facility under which any Borrowing pursuant to such Notice of Borrowing is to be made will make available its pro rata portion (determined in accordance with Section 2.08) PRO RATA share, if any, of each Borrowing under such Facility requested to be made on such date in the manner provided below. All such amounts will shall be made available to the Administrative Agent in Dollars (in the case of Dollar Revolving Loans) or Canadian Dollars (in the case of Canadian Revolving Loans), as the case may be, U.S. dollars and in immediately available funds at the appropriate Payment Office of the Administrative Agent, and the Administrative Agent promptly will make available to the relevant Borrower or Borrowers by depositing to its, or their, relevant its account as directed by at the respective Borrower or Borrowers, 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 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 mayAgent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the relevant Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such 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 notify the respective Borrower, and the Borrower or Borrowers, and, to the extent such corresponding amount has previously been disbursed to such Borrower or Borrowers, such Borrower or Borrowers shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover on demand from such Lender or such Borrower or Borrowersthe 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 respective Borrower or Borrowers until to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to to (ix) if recovered from paid by such Lender, the overnight Federal Funds Effective Rate as or (y) if paid by the Borrower, the then applicable rate of interest, calculated in effect from time to time accordance with section 2.8, for the first three days and the interest rate applicable respective Loans (but without any requirement to Dollar Revolving Loans maintained as Base Rate Loans for each day thereafter and (ii) if recovered from the respective Borrower or Borrowers, the rate of interest applicable to the respective Borrowing, as determined pay any amounts in respect thereof pursuant to Section 2.09. section 2.11). (b) Nothing in this Section 2.05 herein and no subsequent termination of the Commitments pursuant to section 4.2 or 4.3 shall be deemed to relieve any Lender from its obligation to make Revolving Loans fulfill its commitments hereunder and in existence from time to time or to prejudice any rights which the relevant Borrower or Borrowers may have against any Lender as a result of any failure default by such Lender to make Revolving Loans required to be made by it hereunder.

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 time) on the date specified in each the Notice of Borrowing, each Lender with a Commitment will make available its pro rata portion (determined in accordance with Section 2.08) of each the Borrowing requested to be made on such date in the manner provided belowBorrowing Date. All such amounts will shall be made available in Dollars (in the case of Dollar Revolving Loans) or Canadian Dollars (in the case of Canadian Revolving Loans), as the case may be, and in immediately available funds at the appropriate Payment Office of the Administrative Agent, Agent and the Administrative Agent will make available to the relevant Borrower or Borrowers by depositing (on such day to its, or their, relevant account as directed the extent of funds actually received by the respective Borrower or BorrowersAdministrative Agent prior to 12:00 Noon (New York time) on such day) at the Payment Office, in the account specified in the 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 Borrowing Date 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 dateBorrowing, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of the Borrowing Date and the Administrative Agent 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 respective Borrower or Borrowers, and, to and the extent such corresponding amount has previously been disbursed to such Borrower or Borrowers, such Borrower or Borrowers shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover on demand from such Lender or such Borrower or Borrowersthe 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 respective Borrower or Borrowers until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to to (i) if recovered from such Lender, the overnight Federal Funds Rate as in effect from time to time for the first three days and the interest rate applicable to Dollar Revolving Loans maintained as Base Rate Loans for each day thereafter and (ii) if recovered from the respective Borrower or BorrowersBorrower, the rate of interest applicable to the respective Borrowing, as determined pursuant to Section 2.09. Nothing in this Section 2.05 shall be deemed to relieve any Lender from its obligation to make Revolving Loans hereunder or to prejudice any rights which the relevant Borrower or Borrowers may have against any Lender as a result of any failure by such Lender to make Revolving Loans required to be made by it hereunder2.07.

Disbursement of Funds. (a) No later than 1:00 P.M. 2:00 p.m. (New York City time) on the date specified in each Notice of BorrowingBorrowing (including Mandatory Borrowings and Borrowings of Revolving Credit Loans to reimburse Unpaid Drawings under Revolving Letters of Credit), each Lender with a Commitment will make available its pro rata portion (determined in accordance with Section 2.08) portion, if any, of each Borrowing requested to be made on such date in the manner provided below. All such amounts will ; provided that all Swingline Loans shall be made available in Dollars the full amount thereof by the Swingline Lender no later than 3:30 p.m. (New York City time) on the date requested; provided, further, that on the Closing Date, such funds may be made available at such earlier time as may be agreed among the Lenders, the Borrower and the Administrative Agent for the purpose of consummating the Transactions.for the avoidance of doubt, on and after the 2011 Revolving Credit Commitment Extension Effective Date and prior to the 2013 Revolving Credit Termination Date, all Borrowing of Revolving Credit Loans hereunder shall be made by each Lender with a Revolving Credit Commitment pro rata between the 2013 Revolving Credit Facility and the 2016 Revolving Credit Facility in proportion to the case of Dollar respective Revolving LoansCredit Commitments under each such Revolving Credit Facility. (b) or Canadian Dollars (in Each Lender shall make available all amounts it is to fund to the case of Canadian Revolving Loans), as the case may be, and Borrower under any Borrowing for its applicable Commitments in immediately available funds to the Administrative Agent at the appropriate Payment Office of the Administrative Agent’s Office in Dollars, and the Administrative Agent will (except in the case of Mandatory Borrowings and Borrowings of Revolving Credit Loans to reimburse Unpaid Drawings under #4812-2844-92899582-0297 Revolving Letters of Credit) make available to the relevant Borrower or Borrowers Borrower, by depositing to its, or their, relevant an account as directed designated by the respective Borrower or Borrowers, to the Administrative Agent the aggregate of the amounts so made available by the Lendersin Dollars. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any such Borrowing that such Lender does not intend to make available to the Administrative Agent 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 mayAgent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the relevant Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such LenderLender and the Administrative Agent has made available such amount 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, therefor the Administrative Agent shall promptly notify the respective Borrower or Borrowers, and, to and the extent such corresponding amount has previously been disbursed to such Borrower or Borrowers, such Borrower or Borrowers shall immediately pay such corresponding amount to the Administrative AgentAgent in Dollars. The Administrative Agent shall also be entitled to recover on demand from such Lender or such the Borrower or Borrowers, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the respective Borrower or Borrowers until to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to to (i) if recovered from paid by such Lender, the overnight Federal Funds Overnight Rate as in effect from time to time for the first three days and the interest rate applicable to Dollar Revolving Loans maintained as Base Rate Loans for each day thereafter and or (ii) if recovered from paid by the respective Borrower or BorrowersBorrower, the then-applicable rate of interest applicable to or fees, calculated in accordance with Section 2.8, for the respective Borrowing, as determined pursuant to Section 2.09. Loans of the applicable Class. (c) Nothing in this Section 2.05 2.4 shall be deemed to relieve any Lender from its obligation to make Revolving Loans fulfill its commitments hereunder or to prejudice any rights which that the relevant Borrower or Borrowers may have against any Lender as a result of any failure default by such Lender hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make Revolving Loans required to be made by it fulfill its commitments hereunder).

Disbursement of Funds. (i) No later than 1:00 P.M. 12:00 Noon (New York time) on the date specified in each Notice of BorrowingFunding Date, each Lender with a Commitment will shall make available its pro rata portion (determined in accordance with Section 2.08) share of each Borrowing requested to be made on such date the Bridge Loans in the manner provided below. All such amounts will shall be made available to the Administrative Agent in Dollars (in the case of Dollar Revolving Loans) or Canadian Dollars (in the case of Canadian Revolving Loans), as the case may be, and in immediately available funds at the appropriate Payment Office of the Administrative AgentOffice, and the Administrative Agent will shall promptly make available to the relevant Borrower or Borrowers by depositing to its, or their, relevant an account as directed designated by Borrower at the respective Borrower or Borrowers, 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 Borrowing Funding Date that such Lender does not intend to make available to the Administrative Agent such Lender’s its portion of any Borrowing to be made on such datethe Bridge Loans, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent it on such date of Borrowing date, and the Administrative Agent mayAgent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the relevant Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender, and the Administrative Agent has made available the same to 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 demand therefor by the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify the respective Borrower, and Borrower or Borrowers, and, to the extent such corresponding amount has previously been disbursed to such Borrower or Borrowers, such Borrower or Borrowers shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover on demand from such the Lender or such Borrower or Borrowersand/or 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 respective Borrower or Borrowers until to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to to (ix) if recovered from paid by such Lender, the overnight Federal Funds Effective Rate as in effect from time to time for or (y) if paid by Borrower, the first three days and then applicable rate of interest on the interest rate applicable to Dollar Revolving Loans maintained as Base Rate Loans for each day thereafter and Bridge Loans. (ii) if recovered from the respective Borrower or Borrowers, the rate of interest applicable to the respective Borrowing, as determined pursuant to Section 2.09. Nothing in this Section 2.05 herein shall be deemed to relieve any Lender from its obligation to make Revolving Loans fulfill its Bridge Loan Commitment hereunder or to prejudice any rights which the relevant Borrower or Borrowers may have against any Lender as a result of any failure default by such Lender to make Revolving Loans required to be made by it 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, each Lender with a Commitment of the relevant Tranche will make available its pro rata portion (determined in accordance with Section 2.082.07) of each such Borrowing requested to be made on such date in the manner provided belowdate. All such amounts will be made available in U.S. Dollars (in the case of Dollar Revolving Loans) or Canadian Dollars (in the case of Canadian Revolving Loans), as the case may be, and in immediately available funds at the appropriate Payment Office of the Administrative AgentNotice Office, and the Administrative Agent will make available all funds so received by it in like funds as received by the Administrative Agent by wire transfer of such funds to the relevant account designated in writing by Lead Borrower or Borrowers by depositing (including in any Notice of Borrowing) from time to its, or their, relevant account as directed by the respective Borrower or Borrowers, the aggregate of the amounts so made available by the Lenderstime. 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 maymay (but shall not be obligated to), in reliance upon such assumption, make available to the relevant 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 Lead Borrower and the respective Borrower or Borrowers, and, to the extent such corresponding amount has previously been disbursed to such Borrower or Borrowers, such Borrower or Borrowers shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall also be entitled to recover on demand from such Lender or such Borrower or Borrowers, the Borrowers interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the respective Borrower or Borrowers until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to to (i) if recovered from such Lender, the overnight greater of the Federal Funds Rate as and a rate determined by the Administrative Agent in effect from time to time for the first three days and the interest rate applicable to Dollar Revolving Loans maintained as Base Rate Loans for each day thereafter accordance with banking rules on interbank compensation and (ii) if recovered from the respective Borrower or Borrowers, the rate of interest applicable to the respective relevant Borrowing, as determined pursuant to Section 2.092.08. Nothing in this Section 2.05 2.04 shall be deemed to relieve any Lender from its obligation to make Revolving Term Loans hereunder or to prejudice any rights which the relevant Borrower or Borrowers may have against any Lender as a result of any failure by such Lender to make Revolving Term Loans required to be made by it hereunder.

Disbursement of Funds. (a) No later than 1:00 P.M. 3:00 p.m. (New York time) on the date specified in each Notice of BorrowingClosing Date, each Lender with a Commitment will make available its pro rata portion (determined in accordance with Section 2.08) of each the Borrowing requested to be made on such date in an amount equal to its Commitment in the manner provided below. All such . (b) Each Lender shall make available all amounts will be made available in Dollars (in it is to fund under the case of Dollar Revolving Loans) or Canadian Dollars (in Borrowing on the case of Canadian Revolving Loans), as the case may be, and Closing Date in immediately available funds to the Administrative Agent at the appropriate Payment Office an office of the Administrative AgentAgent from time to time notified by the Administrative Agent to the Lenders (but initially the office set forth for the Administrative Agent in Section 12.2(a)(ii)), and the Administrative Agent will make available to the relevant Borrower or Borrowers by depositing to its, or their, relevant account such funds as directed by specified in the respective Borrower or BorrowersNotice of Borrowing, the aggregate of the amounts so made available by the Lendersavailable. Unless the Administrative Agent shall have been notified by any Lender prior to the date of Borrowing Closing Date that such Lender does not intend to make available to the Administrative Agent such Lender’s its 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 date, and the Administrative Agent mayAgent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the relevant Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such 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 respective Borrower, and the Borrower or Borrowers, and, to the extent such corresponding amount has previously been disbursed to such Borrower or Borrowers, such Borrower or Borrowers shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover on demand from such Lender or such Borrower or Borrowersthe 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 respective Borrower or Borrowers until to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to to (i) if recovered from paid by such Lender, at the overnight Federal Funds Effective Rate as in effect from time to time for the first three days and the interest rate applicable to Dollar Revolving Loans maintained as Base Rate Loans for each day thereafter and or (ii) if recovered from paid by the Borrower, the then-applicable rate of interest, calculated in accordance with Section 2.8, for the respective Borrower or Borrowers, the rate of interest applicable to the respective Borrowing, as determined pursuant to Section 2.09. Loans. (c) Nothing in this Section 2.05 2.4 shall be deemed to relieve any Lender from its obligation to make Revolving Loans fulfill its commitments hereunder or to prejudice any rights which that the relevant Borrower or Borrowers may have against any Lender as a result of any failure default by such Lender hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make Revolving Loans required to be made by it fulfill its commitments 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, each Lender with a Commitment of the relevant Tranche will make available its pro rata portion (determined in accordance with Section 2.082.07) of each such Borrowing requested to be made on such date in the manner provided belowdate. All such amounts will be made available in U.S. Dollars (in the case of Dollar Revolving Loans) or Canadian Dollars (in the case of Canadian Revolving Loans), as the case may be, and in immediately available funds at the appropriate Payment Office of the Administrative AgentOffice, and the Administrative Agent will make available all funds so received by it in like funds as received by the Administrative Agent by wire transfer of such funds to the relevant Borrower or Borrowers account designated in writing by depositing Parent from time to its, or their, relevant account as directed by the respective Borrower or Borrowers, the aggregate time (including in any Notice of the amounts so made available by the LendersBorrowing). 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 maymay (but shall not be obligated to), in reliance upon such assumption, make available to the relevant 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 Parent and the respective Borrower or Borrowers, and, to the extent such corresponding amount has previously been disbursed to such Borrower or Borrowers, such Borrower or Borrowers Parent shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall also be entitled to recover on demand from such Lender or such Borrower or Borrowers, the Parent 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 respective Borrower or Borrowers Parent until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to to (i) if recovered from such Lender, the overnight greater of the Federal Funds Rate as and a rate determined by the Administrative Agent in effect from time to time for the first three days and the interest rate applicable to Dollar Revolving Loans maintained as Base Rate Loans for each day thereafter accordance with banking rules on interbank compensation and (ii) if recovered from the respective Borrower or BorrowersParent, the rate of interest applicable to the respective relevant Borrowing, as determined pursuant to Section 2.092.08. Nothing in this Section 2.05 2.04 shall be deemed to relieve any Lender from its obligation to make Revolving Term Loans hereunder or to prejudice any rights which the relevant Borrower or Borrowers Parent may have against any Lender as a result of any failure by such Lender to make Revolving Term Loans required to be made by it hereunder.

Disbursement of Funds. (a) No later than 1:00 P.M. (New York P.M., California time) , on the date specified in each Notice of Borrowing, each Lender with a Commitment will make available its pro rata portion (determined in accordance with Section 2.08) Pro Rata Share of each Borrowing the Loans requested to be made on such date date, in the manner provided below. All such amounts will be made available in Dollars (in the case of Dollar Revolving Loans) or Canadian Dollars (in the case of Canadian Revolving Loans), as the case may be, U.S. dollars and in immediately available funds funds, at the appropriate Payment Office Agent's Office. After the Agent's receipt of the Administrative Agentproceeds of such Loans, and the Administrative Agent will make available to the relevant Borrower or Borrowers by depositing to its, (in the Concentration Account or their, relevant such other account as directed of the Borrower covered by the respective Borrower or Borrowers, Blocked Account Agreement as the Agent shall be instructed from time to time by the Borrower) the aggregate of the amounts so made available by in the Lenders. type of funds actually received. (b) Unless the Administrative Agent shall have been notified by any Lender prior to the date of a Borrowing that such Lender does not intend to make available to the Administrative Agent such Lender’s its portion of any Borrowing the Loans to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing and the Administrative Agent in its sole discretion 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 LenderLender and the Agent has made such amount available 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 respective Borrower or Borrowers, and, to and the extent such corresponding amount has previously been disbursed to such Borrower or Borrowers, such Borrower or Borrowers shall immediately pay repay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover on demand from such Lender or such Borrower or Borrowersthe 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 respective Borrower or Borrowers until to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such Lenderto the then applicable rate of interest, the overnight Federal Funds Rate as calculated in effect from time to time accordance with Section 2.6, for the first three days and the interest rate applicable to Dollar Revolving Loans maintained as Base Rate Loans for each day thereafter and (ii) if recovered from the respective Borrower or Borrowers, the rate of interest applicable to the respective Borrowing, as determined pursuant to Section 2.09Loans. Nothing in this Section 2.05 herein shall be deemed to relieve any Lender from its obligation to make Revolving Loans fulfill its commitments hereunder or to prejudice any rights which the relevant Borrower or Borrowers may have against any Lender as a result of any failure default by such Lender hereunder. Notwithstanding anything contained herein or in any other Loan Document to make Revolving the contrary, the Agent may apply all funds and proceeds of Collateral available for the payment of any Obligations first to repay any amount owing by any Lender to the Agent as a result of such Lender's failure to fund its Loans required to be made by it hereunder.

Disbursement of Funds. (a) No later than 1:00 2:00 P.M. (New York --------------------- time) on the date specified in each Notice of Borrowing, each Lender with a Commitment under the respective Facility will make available its pro rata portion (determined in accordance with Section 2.08) share --- ---- of each Borrowing requested to be made on such date in the manner provided below, provided that all Revolving Loans made pursuant to Section 1.01(e) to -------- --------------- refund outstanding Swingline Loans shall be made available to Fleet no later than 2:00 P.M. (New York time) on the date so requested. All such amounts will shall be made available to the Agent in Dollars (in the case of Dollar Revolving Loans) or Canadian Dollars (in the case of Canadian Revolving Loans), as the case may be, and in immediately available funds at the appropriate Payment Office of the Administrative Agent, and the Administrative Agent promptly will make available to the relevant Borrower or Borrowers by depositing to its, or their, relevant its account as directed by at the respective Borrower or Borrowers, 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 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 mayAgent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the relevant Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such 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 respective Borrower, and the Borrower or Borrowers, and, to the extent such corresponding amount has previously been disbursed to such Borrower or Borrowers, such Borrower or Borrowers shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover on demand from such Lender or such Borrower or Borrowersthe 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 respective Borrower or Borrowers until to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to to (i) if recovered from paid by such Lender, the overnight Federal Funds Effective Rate as in effect from time to time for the first three days and the interest rate applicable to Dollar Revolving Loans maintained as Base Rate Loans for each day thereafter and or (ii) if recovered from paid by the Borrower, the then applicable rate of interest, calculated in accordance with Section 1.08, for the respective Borrower or Borrowers, the rate of interest applicable to the respective Borrowing, as determined pursuant to Section 2.09Loans. ------------ (b) Nothing in this Section 2.05 herein shall be deemed to relieve any Lender from its obligation to make Revolving Loans fulfill its commitments hereunder or to prejudice any rights which the relevant Borrower or Borrowers may have against any Lender as a result of any failure default by such Lender to make Revolving Loans required to be made by it hereunder.

Disbursement of Funds. (a) No later than 1:00 P.M. 2:00 p.m. (New York City time) on the date specified in each Notice of Borrowing, each Lender with a Commitment will shall make available its pro rata portion (determined in accordance with Section 2.08) portion, if any, of each Borrowing requested to be made on such date in the manner provided below. All ; provided that on the Closing Date, such amounts will funds may be made available in Dollars at such earlier time as may be agreed among the Lenders, the Borrower and the Administrative Agent for the purpose of consummating the Transactions. (in b) Each Lender shall make available all amounts it is to fund to the case of Dollar Revolving Loans) or Canadian Dollars (in the case of Canadian Revolving Loans), as the case may beBorrower under any Borrowing for its applicable Commitments, and in immediately available funds to the Administrative Agent at the appropriate Payment Office of the Administrative Agent, ’s Office and the Administrative Agent will make available to the relevant Borrower or Borrowers Borrower, by depositing to its, or their, relevant an account as directed designated by the respective Borrower or Borrowers, to the Administrative Agent the aggregate of the amounts so made available by in the Lendersapplicable currency. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any such Borrowing that such Lender does not intend to make available to the Administrative Agent 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 mayAgent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the relevant Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such LenderLender and the Administrative Agent has made available such amount 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, therefor the Administrative Agent shall promptly notify the respective Borrower or Borrowers, and, to and the extent such corresponding amount has previously been disbursed to such Borrower or Borrowers, such Borrower or Borrowers shall immediately pay such corresponding amount to the Administrative AgentAgent in the applicable currency. The Administrative Agent shall also be entitled to recover on demand from such Lender or such the Borrower or Borrowers, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the respective Borrower or Borrowers until to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to to (i) if recovered from paid by such Lender, the overnight Federal Funds Overnight Rate as in effect from time to time for the first three days and the interest rate applicable to Dollar Revolving Loans maintained as Base Rate Loans for each day thereafter and or (ii) if recovered from paid by the respective Borrower or BorrowersBorrower, the then-applicable rate of interest applicable to or fees, calculated in accordance with Section 2.8, for the respective Borrowing, as determined pursuant to Section 2.09. Loans. (c) Nothing in this Section 2.05 2.4 shall be deemed to relieve any Lender from its obligation to make Revolving Loans to, fulfill its commitments hereunder or to prejudice any rights which that the relevant Borrower or Borrowers may have against any Lender as a result of any failure default by such Lender hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make Revolving Loans required to be made by it fulfill its commitments hereunder).

Disbursement of Funds. No later than 1:00 P.M. p.m. (New York time) on the date specified in each Notice of Borrowing, each Lender with a Commitment under the relevant Tranche of Loans will make available its pro rata portion (determined in accordance with Section 2.082.07) of each such Borrowing requested to be made on such date in the manner provided belowdate. All such amounts will be made available in Dollars (in the case of Dollar Revolving Loans) or Canadian Dollars (in the case of Canadian Revolving Loans), as the case may berelevant Available Currency, and in immediately available funds at the appropriate Payment Office of the Administrative AgentOffice, and the Administrative Agent will make such amounts available to the relevant Borrower or Borrowers by depositing to its, or their, relevant account as directed by the respective Borrower or Borrowers, 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 Borrowing Restatement Effective Date 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 Restatement Effective 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 maymay (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 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 respective relevant Borrower or Borrowers, and, to the extent such corresponding amount has previously been disbursed to such Borrower or Borrowers, Borrowers and such Borrower or Borrowers shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall also be entitled to recover on demand from such Lender or such the relevant Borrower or Borrowers, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the respective such Borrower or Borrowers until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to to (i) if recovered from such Lender, the overnight Federal Funds Rate as (or in effect from time the case of Euro Denominated Loans, the cost to time the Administrative Agent of acquiring overnight funds in Euros) for the first three days and at the interest rate otherwise applicable to Dollar Revolving Loans maintained as Base Rate such Loans for each day thereafter thereafter, and (ii) if recovered from the respective relevant Borrower or Borrowers, the rate of interest applicable to the respective Borrowing, as determined pursuant to Section 2.092.08. Nothing in this Section 2.05 2.04 shall be deemed to relieve any Lender from its obligation to make Revolving Loans hereunder or to prejudice any rights which the relevant any Borrower or Borrowers may have against any Lender as a result of any failure by such Lender to make Revolving Loans required to be made by it hereunder.

Disbursement of Funds. No (a) Subject to the terms and conditions herein set forth, no later than 1:00 P.M. 11:00 A.M. (New York time) on the date specified in of each Notice incurrence of BorrowingRevolving Loans, each Lender with a Commitment of the respective Tranche will make available to the Administrative Agent its pro rata portion (determined in accordance with Section 2.08) share of each Borrowing requested to be made on such date in the manner provided below. All such . (b) Each Lender with a Commitment of the respective Tranche shall make available all amounts will be made available it is to fund under any Borrowing in Dollars (in the case of Dollar Revolving Loans) or Canadian Dollars (in the case of Canadian Revolving Loans), as the case may be, and in immediately available funds to the Administrative Agent at the appropriate Payment Office of the Administrative Agent, and the Administrative Agent will make available to the relevant Parent Borrower or Borrowers as promptly as practicable by depositing to its, or their, relevant its account as directed by at the respective Borrower or Borrowers, 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 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 the date of Borrowing such Borrowing, and the Administrative Agent mayAgent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the relevant Parent 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 Parent 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 respective Parent Borrower, and the Parent Borrower or Borrowers, and, to the extent such corresponding amount has previously been disbursed to such Borrower or Borrowers, such Borrower or Borrowers shall immediately pay such corresponding amount to the Administrative AgentAgent within two Business Days. The Administrative Agent shall also be entitled to recover on demand from such the Lender or such Borrower or Borrowersthe Parent 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 respective Parent Borrower or Borrowers until to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to to (ix) if recovered from paid by such Lender, the overnight Federal Funds Effective Rate or (y) if paid by the Parent Borrower, the then applicable rate of interest, calculated in accordance with Section 1.08(a) or (b), as in effect from time to time the case may be, for the first three days and the interest rate applicable to Dollar respective Revolving Loans maintained as Base Rate Loans for each day thereafter and Loans. (iic) if recovered from the respective Borrower or Borrowers, the rate of interest applicable to the respective Borrowing, as determined pursuant to Section 2.09. Nothing in this Section 2.05 1.04 shall be deemed to relieve any Lender from its obligation to make Revolving Loans fulfill its commitments hereunder or to prejudice any rights which the relevant Parent Borrower or Borrowers may have against any Lender as a result of any failure default by such Lender to make Revolving Loans required to be made by it hereunder.

Disbursement of Funds. No later than 1:00 P.M. 12:00 Noon (New York time) on the date specified in each Notice of Borrowing, each Lender with a Commitment will make available its pro rata portion (determined in accordance with Section 2.08) of each such Borrowing requested to be made on such date in the manner provided below. All such amounts will be made available in Dollars (in the case of Dollar Revolving Loans) or Canadian Dollars (in the case of Canadian Revolving Loans)date, as the case may be, and in immediately available funds at the appropriate Payment Office of the Administrative Agent, and the . The Administrative Agent will make available to the relevant Borrower or Borrowers by depositing to its, or their, relevant account as directed by Company at the respective Borrower or BorrowersPayment 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 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, in reliance upon such assumption, make available to the relevant 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 respective Borrower or Borrowers, and, to Company and the extent such corresponding amount has previously been disbursed to such Borrower or Borrowers, such Borrower or Borrowers Company shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover on demand from such Lender or such Borrower or Borrowersthe 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 respective Borrower or Borrowers Company until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to to (i) if recovered from such Lender, the overnight Federal Funds Rate as in effect from time to time for the first three days and the interest rate applicable to Dollar Revolving Loans maintained as Base Rate Loans for each day thereafter and (ii) if recovered from the respective Borrower or BorrowersCompany, the rate of interest applicable to the respective Borrowing, as determined pursuant to Section 2.092.08. Nothing in this Section 2.05 2.04 shall be deemed to relieve any Lender from its obligation to make Revolving Loans hereunder or to prejudice any rights which the relevant Borrower or Borrowers Company may have against any Lender as a result of any failure by such Lender to make Revolving Loans required to be made by it hereunder.

Disbursement of Funds. (a) No later than 1:00 P.M. 10:00 a.m. (New York timeCity time in the case of any Borrowing denominated in Dollars, or London time in the case of any Borrowing denominated in Euro) on the date specified in each the applicable Notice of Borrowing, each Lender with a Commitment will of the applicable Class shall make available its pro rata portion (determined in accordance with Section 2.08) of each Borrowing requested to be made on such date in the manner provided below. All such amounts will be made available in Dollars (; provided that, in the case of Dollar Revolving Loansany Borrowing, such funds may be required to be made available at such earlier time as may be agreed among the Lenders of the applicable Class, the applicable Borrower and the Administrative Agent. (b) or Canadian Dollars (Each Lender shall make available all amounts it is to fund to any Borrower in the case respect of Canadian Revolving Loans), as the case may be, and in any Borrowing requested by such Borrower by wire transfer of immediately available funds to the Administrative Agent at the appropriate Payment Office of the Administrative Agent’s Office, and the Administrative Agent will promptly make available to such Borrower, by remitting in like funds to an account or accounts specified by such Borrower to the relevant Borrower or Borrowers by depositing to its, or their, relevant account as directed by Administrative Agent in the respective Borrower or Borrowersapplicable Notice of Borrowing, the aggregate of the amounts so made available by the Lendersavailable. 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 pro rata portion 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 the date of Borrowing such Borrowing, and the Administrative Agent mayAgent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the relevant such 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 such amount to such 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 respective Borrower or Borrowerssuch Borrower, and, to the extent such corresponding amount has previously been disbursed to and such Borrower or Borrowers, such Borrower or Borrowers shall immediately promptly pay such corresponding amount to the Administrative AgentAgent in the applicable currency. The Administrative Agent shall also be entitled to recover on demand from such Lender or such Borrower or Borrowers, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the respective such Borrower or Borrowers until to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to to (i) if recovered from paid by such Lender, the overnight Federal Funds Overnight Rate as in effect from time to time for the first three days and the interest rate applicable to Dollar Revolving Loans maintained as Base Rate Loans for each day thereafter and or (ii) if recovered from the respective Borrower or Borrowerspaid by such Borrower, the then-applicable rate of interest interest, calculated in accordance with Section 2.8, applicable to such Borrowing. If such Borrower and such Lender shall pay such interest to the respective Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to such Borrower the amount of such interest paid by such Borrower for such period. If such Lender makes available to the Administrative Agent its portion of such Borrowing, as determined pursuant to Section 2.09. then such amount shall constitute such Lender’s Loan included in such Borrowing. (c) Nothing in this Section 2.05 2.4 shall be deemed to relieve any Lender from its obligation to make Revolving Loans fulfill its Commitments hereunder or to prejudice any rights which the relevant that a Borrower or Borrowers may have against any Lender as a result of any failure default by such Lender hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make Revolving Loans required to be made by it fulfill its Commitments hereunder).

Disbursement of Funds. (a) No later than 1:00 P.M. noon (New York timelocal time for the Agent) on the date specified in each Notice of Borrowingany borrowing pursuant to the Revolving Credit Loan Commitments, each Lender with a Commitment will make available its pro rata portion (determined in accordance with Section 2.08) Percentage of each Borrowing requested to be made on the amount of such date in the manner provided below. All such amounts will be made available in Dollars (in the case of Dollar Revolving Loans) or Canadian Dollars (in the case of Canadian Revolving Loans), as the case may be, and borrowing in immediately available funds at the appropriate Payment Principal Office of the Administrative Agent, and the Administrative . The Agent will make available to the relevant Borrower or Borrowers by depositing to its, or their, relevant account as directed by the respective Borrower or Borrowers, the aggregate of the amounts (if any) so made available by the LendersLenders to the Agent by depositing the funds being advanced into the Borrower's operating account with the Agent no later than the close of the Agent's business on the date of such borrowing, or by wiring such funds in accordance with the wiring instructions set forth in the applicable Borrowing Certificate. Borrower shall pay all wiring charges arising in connection with the wiring of any such funds. In the event that the Lenders do not make such amounts available to the Agent by the time prescribed above, but such amount is received later that day, such amount may be credited to the Borrower in the manner described in the preceding sentence on the next Business Day, but such credit shall not be deemed to waive any rights of Borrower against any such Lender not timely delivering any funds required to be delivered hereunder. (b) Unless the Administrative Agent shall have been notified by any Lender prior to the date of Borrowing a borrowing pursuant to the Revolving Credit Loan Commitments that such Lender does not intend to make available to the Administrative Agent such Lender’s 's portion of any Borrowing 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, in reliance upon such assumption, may 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 LenderLender on the date of borrowing, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such LenderLender together with interest at the Federal Funds Rate. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s 's demand therefor, the Administrative Agent shall promptly notify the respective Borrower, and the Borrower or Borrowers, and, to the extent such corresponding amount has previously been disbursed to such Borrower or Borrowers, such Borrower or Borrowers shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover on demand from together with interest at the Interest Rate Option previously selected by Borrower for such Lender or borrowing, which includes such Borrower or Borrowers, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the respective Borrower or 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 as in effect from time to time for the first three days paid and the interest rate applicable to Dollar Revolving Loans maintained as Base Rate Loans for each day thereafter and (ii) if recovered from the respective Borrower or Borrowers, the rate of interest applicable to the respective Borrowing, as determined pursuant to any amounts due under Section 2.092.13 hereof. Nothing in this Section 2.05 2.04 shall be deemed to relieve any Lender from its obligation to make fund its Revolving Loans Credit Loan Commitments hereunder or to prejudice any rights which that the relevant Borrower or Borrowers may have against any Lender as a result of any failure default by such Lender hereunder. (c) All borrowings under the Revolving Credit Loan Commitments shall be loaned by the Lenders on the basis of their Percentage of such commitments. No Lender shall be responsible for any default by any other Lender in its obligations hereunder, and each Lender shall be obligated to make Revolving the Loans required provided to be made by it hereunder, regardless of the failure of any other Lender to fund its Revolving Credit Loan 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, each Lender with a Commitment will make available its pro rata portion (determined in accordance with Section 2.082.07) of each the Borrowing requested to be made on such date in the manner provided belowdate. All such amounts will be made available in Dollars (in the case of Dollar Revolving Loans) or Canadian Dollars (in the case of Canadian Revolving Loans), as the case may be, and in immediately available funds at the appropriate Payment Office of the Administrative AgentOffice, and the Administrative Agent will make available to the relevant Borrower or Borrowers by depositing to its, or their, relevant account as directed by at the respective Borrower or Borrowers, 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 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 Borrowing Date and the Administrative Agent maymay (but shall not be obligated to), 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 respective Borrower, and the Borrower or Borrowers, and, to the extent such corresponding amount has previously been disbursed to such Borrower or Borrowers, such Borrower or Borrowers shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall also be entitled to recover on demand from such Lender or such Borrower or Borrowersthe 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 respective Borrower or Borrowers until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to to (i) if recovered from such Lender, the overnight Federal Funds Rate as in effect from time to time for the first three days and at the interest rate otherwise applicable to Dollar Revolving Loans maintained as Base Rate such Loans for each day thereafter and (ii) if recovered from the respective Borrower or BorrowersBorrower, the rate of interest applicable to the respective Borrowing, as determined pursuant to Section 2.092.08. Nothing in this Section 2.05 2.04 shall be deemed to relieve any Lender from its obligation to make Revolving Loans hereunder or to prejudice any rights which the relevant Borrower or Borrowers may have against any Lender as a result of any failure by such Lender to make Revolving Loans required to be made by it hereunder.

Disbursement of Funds. (a) No later than 1:00 P.M. 2:00 p.m. (New York Atlanta, Georgia time) on the date specified in each Notice of Borrowingany requested Borrowing of Revolving Loans or Term Loans, each Lender with a Commitment will make available its pro rata portion (determined in accordance with Section 2.08) Pro Rata Share of each the amount of such Borrowing requested to be made on such date in the manner provided below. All such amounts will be made available in Dollars (in the case of Dollar Revolving Loans) or Canadian Dollars (in the case of Canadian Revolving Loans), as the case may be, and in immediately available funds at the appropriate Payment Office of the Administrative Agent, and the Administrative Office. The Agent will make available to the relevant Borrower or Borrowers by depositing to its, or their, relevant account as directed by the respective Borrower or Borrowers, the aggregate of the amounts (if any) so made available by the LendersLenders to the Agent in a timely manner by crediting such amounts to the Borrower's demand deposit account maintained with the Agent or at the Borrower's option, by effecting a wire transfer of such amounts to any other account specified by the Borrower to the Agent in writing, by the close of business on such Business Day. In the event that any Lender does not make its Pro Rata Share of such Borrowing available to the Agent by the time prescribed above, but such amount is received by the Agent later that day, such amount may be credited to the Borrower in the manner described in the preceding sentence on the next Business Day (with interest on such amount to begin accruing hereunder on such next Business Day). (b) Unless the Administrative Agent shall have been notified by any Lender prior to the date of a Borrowing of Revolving Loans or Term Loans 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, in reliance upon such assumption, may 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 LenderLender on the date of Borrowing, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such LenderLender together with interest at the Federal Funds Rate if such Lender pays the Agent within two Business Days after demand, and otherwise 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 respective Borrower, and the Borrower or Borrowers, and, to the extent such corresponding amount has previously been disbursed to such Borrower or Borrowers, such Borrower or Borrowers shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover on demand from such Lender or such Borrower or Borrowers, together with interest on such corresponding amount in respect of each day from at the date such corresponding amount was made available by the Administrative Agent to the respective Borrower or 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 as in effect from time to time specified for the first three days and the interest rate applicable to Dollar Revolving Loans maintained as Base Rate Loans for each day thereafter and (ii) if recovered from the respective Borrower or Borrowers, the rate of interest applicable to the respective Borrowing, as determined pursuant to Section 2.09. Nothing in this Section 2.05 subsection shall be deemed to relieve any Lender from its obligation to make Revolving Loans fund its Commitments hereunder or to prejudice any rights which the relevant Borrower or Borrowers may have against any Lender as a result of any failure default by such Lender hereunder. (c) All Borrowings comprising the Revolving Loans shall be made by the Lenders on the basis of their Pro Rata Shares of the Revolving Credit Commitments. All Borrowings comprising the Term Loans shall be made by the Lenders on the basis of their Pro Rata Shares of the Term Loan Commitments. No Lender shall be responsible for any default by any other Lender in its obligations hereunder, and each Lender shall be obligated to make Revolving its Loans required provided to be made by it hereunder, regardless of the failure of any other Lender make its Loans hereunder. (d) No later than 2:00 p.m. (Atlanta, Georgia time) on the date of any requested Borrowing of a Swingline Loan, the Swingline Lender will make available such Swingline Loan to the Borrower by crediting such amounts to the Borrower's demand deposit account maintained with the Swingline Lender or at the Borrower's option, by effecting a wire transfer of such amounts to any other account of the Borrower specified by the Borrower to the Swingline Lender in writing, by the close of business on such Business Day.

Disbursement of Funds. No (a) Except as otherwise specifically provided in the second succeeding sentence, no later than 1:00 P.M. 12:00 Noon (New York time) on the date specified in each Notice of Borrowing, each Lender Bank with a Commitment of the respective Tranche will make available its pro rata portion (determined in accordance with Section 2.08) of each such Borrowing requested to be made on such date in the manner provided belowdate. All such amounts will shall be made available in Dollars (in the case of Dollar Revolving Loans) or Canadian Dollars (in the case of Canadian Revolving Loans), as the case may be, and in immediately available funds at the appropriate Payment Office of the Administrative Agent, and the Administrative Agent will make available to the relevant Borrower or Borrowers by depositing to its, or their, relevant account as directed by at the respective Borrower or Borrowers, 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 Administrative Agent prior to 12:00 Noon on such day). Unless the Administrative Agent shall have been notified by any Lender Bank prior to the date of 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, 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 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 or Borrowers, and, to and the extent such corresponding amount has previously been disbursed to such Borrower or Borrowers, such Borrower or Borrowers shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover on demand from such Lender Bank or such Borrower or Borrowersthe 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 respective Borrower or Borrowers until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to to (i) if recovered from such LenderBank, at the overnight Federal Funds Rate as in effect from time to time for the first three days and the interest rate applicable to Dollar Revolving Loans maintained as Base Rate Loans for each day thereafter and (ii) if recovered from the respective Borrower or BorrowersBorrower, the rate of interest applicable to the respective Borrowing, as determined pursuant to Section 2.09. Nothing in this Section 2.05 shall be deemed to relieve any Lender from its obligation to make Revolving Loans hereunder or to prejudice any rights which the relevant Borrower or Borrowers may have against any Lender as a result of any failure by such Lender to make Revolving Loans required to be made by it hereunder1.

Disbursement of Funds. (i) No later than 1:00 2:00 P.M. (New York timelocal time at the Payment Office) on the date specified in each Notice of BorrowingBorrowing relating to LIBOR Loans, and no later than 2:00 P.M. (local time at the Payment Office) on the date specified in each Notice of Borrowing relating to Prime Rate Loans, each Lender with a Commitment will make available its pro rata portion (determined in accordance with Section 2.08) PRO RATA share, if any, of each Borrowing requested to be made on such date in the manner provided below. All such amounts will shall be made available to the Administrative Agent in Dollars (in the case of Dollar Revolving Loans) or Canadian Dollars (in the case of Canadian Revolving Loans), as the case may be, and in immediately available funds at the appropriate Payment Office of the Administrative Agent, and the Administrative Agent promptly will make available to the relevant Borrower or Borrowers by depositing to its, or their, relevant its account as directed by at the respective Borrower or Borrowers, 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 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 mayAgent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the relevant Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such 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 notify the respective Borrower, and the Borrower or Borrowers, and, to the extent such corresponding amount has previously been disbursed to such Borrower or Borrowers, such Borrower or Borrowers shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover on demand from such Lender or such Borrower or Borrowersthe 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 respective Borrower or Borrowers until to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to to (ix) if recovered from paid by such Lender, the overnight Federal Funds Effective Rate as or (y) if paid by the Borrower, the then applicable rate of interest, calculated in effect from time to time accordance with section 2.7, for the first three days and the interest rate applicable respective Loans (but without any requirement to Dollar Revolving Loans maintained as Base Rate Loans for each day thereafter and pay any amounts in respect thereof pursuant to section 2.10). (ii) if recovered from the respective Borrower or Borrowers, the rate of interest applicable to the respective Borrowing, as determined pursuant to Section 2.09. Nothing in this Section 2.05 section 2.2(e) and no subsequent termination of the Commitments pursuant to section 4.2 or 4.3 shall be deemed to relieve any Lender from its obligation to make Revolving Loans fulfill its Commitments hereunder and in existence from time to time or to prejudice any rights which the relevant Borrower or Borrowers may have against any Lender as a result of any failure default by such Lender to make Revolving Loans required to be made by it hereunder.

Disbursement of Funds. No later than 1:00 P.M. (New York City time) on the date specified in each Notice of Borrowing, Borrowing each Lender with a Commitment of the respective Tranche will make available its pro rata portion (determined in accordance with Section 2.082.07) of each such Borrowing requested to be made on such date in the manner provided belowdate. All such amounts will be made available in Dollars (in the case of Dollar Revolving Loans) or Canadian Dollars (in the case of Canadian Revolving Loans), as the case may be, and in immediately available funds at the appropriate Payment Office of the Administrative AgentOffice, and the Administrative Agent will make available to the relevant Borrower or Borrowers by depositing to itsat the Payment Office, or their, relevant to such other account as directed by the respective Borrower or Borrowersmay specify in writing prior to the Initial Borrowing Date, 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 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 maymay (but shall not be obligated to), 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 respective Borrower or Borrowers, and, to and the extent such corresponding amount has previously been disbursed to such Borrower or Borrowers, such Borrower or Borrowers shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall also be entitled to recover on demand from such Lender or such Borrower or Borrowersthe 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 respective Borrower or Borrowers until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to to (i) if recovered from such Lender, the overnight Federal Funds Rate as in effect from time to time for the first three days and at the interest rate otherwise applicable to Dollar Revolving Loans maintained as Base Rate such Loans for each day thereafter and (ii) if recovered from the respective Borrower or BorrowersBorrower, the rate of interest applicable to the respective Borrowing, as determined pursuant to Section 2.092.08. Nothing in this Section 2.05 2.04 shall be deemed to relieve any Lender from its obligation to make Revolving Loans hereunder or to prejudice any rights which the relevant Borrower or Borrowers may have against any Lender as a result of any failure by such Lender to make Revolving Loans required to be made by it hereunder.

Disbursement of Funds. (a) No later than 1:00 P.M. p.m. (New York City time) on the date specified in each Notice of Borrowing, each Lender with a Commitment will make available its pro rata portion (determined in accordance with Section 2.08) of each Borrowing requested to be made on such date in the manner provided below. All such amounts will ; provided that on the Closing Date, the Initial Loans shall be made available in Dollars by 10:00 a.m. (in the case of Dollar Revolving LoansNew York City time) or Canadian Dollars such other time as may be agreed among the Lenders, the Borrower and the Administrative Agent for the purpose of consummating the Transactions. (in b) Each Lender shall make available all amounts it is to fund to the case of Canadian Revolving Loans), as the case may be, and Borrower under any Borrowing in immediately available funds to the Administrative Agent at the appropriate Payment Office of the Administrative Agent’s Office in Dollars. Upon satisfaction of the conditions set forth in Section 5.1 and Section 6.1 and receipt of all funds requested in the Notice of Borrowing, and the Administrative Agent will make available to the relevant Borrower or Borrowers Borrower, by depositing or wiring to its, or their, relevant an account as directed designated by the respective Borrower or Borrowers, in the Notice of Borrowing to the Administrative Agent the aggregate of the amounts so made available by the Lendersin Dollars. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any such Borrowing that such Lender does not intend to make available to the Administrative Agent 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 mayAgent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the relevant Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such LenderLender and the Administrative Agent has made available such amount 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, therefor the Administrative Agent shall promptly notify the respective Borrower or Borrowers, and, to and the extent such corresponding amount has previously been disbursed to such Borrower or Borrowers, such Borrower or Borrowers shall immediately pay such corresponding amount to the Administrative AgentAgent in Dollars. The Administrative Agent shall also be entitled to recover on demand from such Lender or such Borrower or Borrowersthe 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 respective Borrower or Borrowers until to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to to (i) if recovered from paid by such Lender, the overnight Federal Funds Overnight Rate as in effect from time to time for plus any administrative, processing or similar fees customarily charged by the first three days and the interest rate applicable to Dollar Revolving Loans maintained as Base Rate Loans for each day thereafter and Administrative Agent or (ii) if recovered from paid by the respective Borrower or BorrowersBorrower, the then-applicable rate of interest applicable to or fees, calculated in accordance with Section 2.6, for the respective Borrowing, as determined pursuant to Section 2.09. Loans. (c) Nothing in this Section 2.05 2.4 shall be deemed to relieve any Lender from its obligation to make Revolving Loans fulfill its commitments hereunder or to prejudice any rights which that the relevant Borrower or Borrowers may have against any Lender as a result of any failure default by such Lender hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make Revolving Loans required to be made by it fulfill its commitments 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, each Lender with a Commitment will make available its pro rata portion (determined in accordance with Section 2.08) to the Administrative Agent such Lender’s Percentage of each Borrowing requested to be made on such date in the manner provided belowBorrowing. All such amounts will shall be made available in Dollars (in the case of Dollar Revolving Loans) or Canadian Dollars (in the case of Canadian Revolving Loans), as the case may be, and in immediately available funds at the appropriate Payment Office of the Administrative AgentOffice, and the Administrative Agent will make available to the relevant Borrower or Borrowers by depositing to its, or their, relevant account as directed by at the respective Borrower or Borrowers, 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 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, 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 respective Borrower or Borrowers, and, to the extent such corresponding amount has previously been disbursed to such Borrower or Borrowers, such Borrower or Borrowers shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover on demand from such Lender or such Borrower or Borrowersthe 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 respective Borrower or Borrowers until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to to (i) if recovered from such Lender, the overnight Federal Funds Rate as in effect from time to time for the first three days and at the interest rate otherwise applicable to Dollar Revolving Loans maintained as Base Rate such Loans for each day thereafter and (ii) if recovered from the respective Borrower or BorrowersBorrower, the rate of interest applicable to the respective Borrowing, as determined pursuant to Section 2.091.07. Nothing in this Section 2.05 1.04 shall be deemed to relieve any Lender from its obligation to make Revolving Loans hereunder or to prejudice any rights which the relevant Borrower or Borrowers may have against any Lender as a result of any failure by such Lender to make Revolving Loans required to be made by it hereunder.

Disbursement of Funds. No later than 1:00 P.M. (New York timea) on the date specified in each Notice of Borrowing, each Lender with a Commitment The Class P Preferred Shares outstanding will make available its pro rata portion (determined in accordance with Section 2.08) of each Borrowing requested to be made on such date in the manner provided below. All such amounts will be made available in Dollars (in the case of Dollar Revolving Loans) or Canadian Dollars (in the case of Canadian Revolving Loans), as the case may be, and in immediately available funds at the appropriate Payment Office of the Administrative Agent, and the Administrative Agent will make available to the relevant Borrower or Borrowers by depositing to its, or their, relevant account as directed by the respective Borrower or Borrowers, the have an 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 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, 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 respective Borrower or Borrowers, and, to the extent such corresponding amount has previously been disbursed to such Borrower or Borrowers, such Borrower or Borrowers shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover on demand from such Lender or such Borrower or Borrowers, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the respective Borrower or 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 as in effect stated redemption price from time to time for equal to the first three days Aggregate Outstanding Portfolio Balance minus the Aggregate Outstanding Amount of all Classes of Notes (the “Class P Preferred Shares Stated Redemption Price”). The Class P Preferred Shares will have a stated dividend rate of, with respect to each Payment Date (and related Interest Accrual Period), the Benchmark plus 21.00%, subject to any adjustments made by the Designated Transaction Representative in accordance with the terms of the Indenture. Such dividend rate will be applied to the outstanding Class P Preferred Share Notional Balance. (b) The Subordinated Trust Administrator will be entitled to receive the Subordinated Trust Administrator Fee on a monthly basis in accordance with the priority of distribution described herein. (c) The Class R Preferred Shares will be entitled to any amount remaining after all distributions to the Class P Preferred Shares (including, without limitation, any accrued and unpaid dividends and Class P Preferred Shares Stated Redemption Price) and the interest rate applicable Subordinated Trust Administrator (including, without limitation, any accrued and unpaid Subordinated Trust Administrator Fees) have been made in accordance with the priority of distribution described herein. (d) Subject to Dollar Revolving Loans maintained as Base Rate Loans for Section 3.2, on each day thereafter Payment Date (including any Redemption Date and the Stated Maturity Date) the Preferred Share Paying Agent shall apply the Available Funds to make payment (i) of dividends and (ii) if recovered from the respective Borrower with respect to any Redemption Date or BorrowersStated Maturity Date, the rate Redemption Price, to each Holder on the relevant Record Date, on a pro rata basis in accordance with the priority of interest applicable distribution described herein. (e) Notwithstanding the foregoing, in accordance with the provisions of Section 12.2(b) of the Indenture and at any time when the Retention Holder holds 100% of the Preferred Shares, the Retention Holder may designate all or any portion of the Available Funds, which would otherwise be distributed to the respective BorrowingPreferred Share Paying Agent for payment on the Preferred Shares, for deposit into the Payment Account as determined pursuant a contribution to Section 2.09the Issuer. Nothing in this Section 2.05 Any such amounts paid to the Issuer as a contribution shall be deemed for all purposes as having been paid to relieve any Lender from its obligation the Preferred Share Paying Agent pursuant to make Revolving Loans hereunder or to prejudice any rights which the relevant Borrower or Borrowers may have against any Lender as a result Priority of any failure by such Lender to make Revolving Loans required to Payments in the Indenture. (f) Payments will be made by it hereunderwire transfer to a U.S. dollar account maintained by such Holder as notified to the Preferred Share Paying Agent or, in the absence of such notification, by U.S. dollar check delivered by first class mail to the Holder at its address of record. The Preferred Share Registrar shall, upon request, provide the Preferred Share Paying Agent with a certified list of the Holders and all relevant information regarding the Holders as the Preferred Share Paying Agent may require promptly and in each case no later than five Business Days after receipt of such request (or each relevant Record Date, if sooner or if no such request is made); provided, that in no event shall the Preferred Share Registrar be expected to respond in less than two Business Days from receipt of such request. (g) Subject to Section 3.1(d), the Preferred Share Paying Agent shall distribute all amounts to be paid in accordance with the Priority of Payments to the holders of the Preferred Shares as follows:

Disbursement of Funds. No (a) Not later than 1:00 P.M. (New York time) on the date specified in each Notice of BorrowingBorrowing (or (x) in the case of Swingline Loans, not later than 2:00 P.M. (New York time) on the date specified in Section 1.03(b)(x) or (y) in the case of Mandatory Borrowings, not later than 12:00 Noon (New York time) on the date specified in Section 1.01(f)), each Lender with a Commitment of the respective Tranche will make available its pro rata portion (determined in accordance with Section 2.08) PRO RATA share, if any, of each Borrowing requested to be made on such date (or in the case of Swingline Loans, 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 (in the case of Dollar Revolving Loans) or Canadian Dollars (in the case of Canadian Revolving Loans), as the case may be, and in immediately available funds at the appropriate Payment Office of the Administrative Agentand, and except for Revolving Loans made pursuant to a Mandatory Borrowing, the Administrative Agent promptly will make available to the relevant Borrower or Borrowers by depositing to its, or their, relevant its account as directed by at the respective Borrower or Borrowers, 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 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 mayAgent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the relevant Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such 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 notify the respective Borrower, and the Borrower or Borrowers, and, to the extent such corresponding amount has previously been disbursed to such Borrower or Borrowers, such Borrower or Borrowers shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover on demand from such Lender or such Borrower or Borrowersthe 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 respective Borrower or Borrowers until to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to to (ix) if recovered from paid by such Lender, the overnight Federal Funds Rate as in effect from time to time for the first three days and at the interest rate otherwise applicable to Dollar Revolving Loans maintained as Base Rate such Loans for each day thereafter and or (iiy) if recovered from paid by the respective Borrower or BorrowersBorrower, the then applicable rate of interest applicable to the respective Borrowinginterest, as determined pursuant to calculated in accordance with Section 2.09. 1.08. (b) Nothing in this Section 2.05 Agreement shall be deemed to relieve any Lender from its obligation to make Revolving Loans fulfill its commitments hereunder or to prejudice any rights which the relevant Borrower or Borrowers may have against any Lender as a result of any failure default by such Lender to make Revolving Loans required to be made by it hereunder.

Disbursement of Funds. No later than 1:00 P.M. (New York time) on the date specified in each Notice of Borrowing, each Lender with a Commitment under the relevant Tranche of Loans will make available its pro rata portion (determined in accordance with Section 2.082.07) of each such Borrowing requested to be made on such date in the manner provided belowdate. All such amounts will be made available in Dollars (in the case of Dollar Revolving Loans) or Canadian Dollars (in the case of Canadian Revolving Loans), as the case may berelevant Available Currency, and in immediately available funds at the appropriate Payment Office of the Administrative AgentOffice, and the Administrative Agent will make available to the relevant Borrower or Borrowers by depositing to its, or their, relevant account as directed by the respective Borrower or Borrowers, 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 Borrowing Date 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 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 maymay (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 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 respective relevant Borrower or Borrowers, and, to the extent such corresponding amount has previously been disbursed to such Borrower or Borrowers, Borrowers and such Borrower or Borrowers shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall also be entitled to recover on demand from such Lender or such the relevant Borrower or Borrowers, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the respective such Borrower or Borrowers until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to to (i) if recovered from such Lender, the overnight Federal Funds Rate as (or in effect from time the case of Euro Denominated Loans, the cost to time the Administrative Agent of acquiring overnight funds in Euros) for the first three days and at the interest rate otherwise applicable to Dollar Revolving Loans maintained as Base Rate such Loans for each day thereafter thereafter, and (ii) if recovered from the respective relevant Borrower or Borrowers, the rate of interest applicable to the respective Borrowing, as determined pursuant to Section 2.092.08. Nothing in this Section 2.05 2.04 shall be deemed to relieve any Lender from its obligation to make Revolving Loans hereunder or to prejudice any rights which the relevant any Borrower or Borrowers may have against any Lender as a result of any failure by such Lender to make Revolving Loans required to be made by it hereunder.

Disbursement of Funds. No later than 1:00 P.M. (New York timea) on On the date specified in each Notice of BorrowingEffective Date, each Lender with a Commitment will make available its pro rata portion (determined in accordance with Section 2.08) of each the Borrowing requested to be made on such date in the manner provided below. All such amounts will be made available in Dollars Effective Date by 9:00 a.m. (in the case of Dollar Revolving LoansNew York City time) or Canadian Dollars such earlier time as may be agreed among the Lenders and the Borrower for the purpose of consummating the Transactions. (in b) Each Lender shall make available all amounts it is to fund to the case of Canadian Revolving Loans), as the case may be, and Borrower under any Borrowing in immediately available funds to the Administrative Agent at the appropriate Payment Office of the Administrative Agent’s Office in Dollars, and the Administrative Agent will make available to the relevant Borrower or Borrowers Borrower, by depositing or wiring to its, or their, relevant an account as directed designated by the respective Borrower or Borrowers, in the Notice of Borrowing to the Administrative Agent the aggregate amount of the amounts so made available by the LendersCommitments. 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 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 mayAgent, in reliance upon such assumption, shall 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 respective Borrower or Borrowers, and, to the extent such corresponding amount has previously been disbursed to such Borrower or Borrowers, such Borrower or Borrowers shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover on demand from such Lender or such Borrower or Borrowers, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the respective Borrower or Borrowers until to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal toto the Overnight Rate. In no event shall the Administrative Agent be responsible for advancing funds hereunder. (ic) if recovered from such Lender, the overnight Federal Funds Rate as in effect from time to time for the first three days and the interest rate applicable to Dollar Revolving Loans maintained as Base Rate Loans for each day thereafter and (ii) if recovered from the respective Borrower or Borrowers, the rate of interest applicable to the respective Borrowing, as determined pursuant to Section 2.09. Nothing in this Section 2.05 2.5 shall be deemed to relieve any Lender from its obligation to make Revolving Loans fulfill its commitments hereunder or to prejudice any rights which that the relevant Borrower or Borrowers may have against any Lender as a result of any failure default by such Lender hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make Revolving Loans required to be made by it fulfill its commitments hereunder).

Disbursement of Funds. No (a) Not later than 1:00 P.M. (New York time) on the date specified in each Notice of BorrowingBorrowing (or (x) in the case of Swingline Loans, not later than 2:00 P.M. (New York time) on the date specified in Section 1.03(b)(i) or (y) in the case of Mandatory Borrowings, not later than 12:00 Noon (New York time) on the date specified in Section 1.01(e)), each Lender with a Commitment of the respective Tranche will make available its pro rata portion (determined in accordance with Section 2.08) share, if any, of each Borrowing requested to be made on such date (or in the case of Swingline Loans, 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 (in the case of Dollar Revolving Loans) or Canadian Dollars (in the case of Canadian Revolving Loans), as the case may be, and in immediately available funds at the appropriate Payment Office of the Administrative Agentand, and except for Revolving Loans made pursuant to a Mandatory Borrowing, the Administrative Agent promptly will make available to the relevant Borrower or Borrowers by depositing to its, or their, relevant its account as directed by at the respective Borrower or Borrowers, 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 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 mayAgent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the relevant Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such 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 notify the respective Borrower, and the Borrower or Borrowers, and, to the extent such corresponding amount has previously been disbursed to such Borrower or Borrowers, such Borrower or Borrowers shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover on demand from such Lender or such Borrower or Borrowersthe 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 respective Borrower or Borrowers until to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to to (ix) if recovered from paid by such Lender, the overnight Federal Funds Rate as in effect from time to time for the first three days and the interest rate applicable to Dollar Revolving Loans maintained as Base Rate Loans for each day thereafter and or (iiy) if recovered from paid by the respective Borrower or BorrowersBorrower, the then applicable rate of interest applicable to the respective Borrowinginterest, as determined pursuant to calculated in accordance with Section 2.09. 1.08. (b) Nothing in this Section 2.05 Agreement shall be deemed to relieve any Lender from its obligation to make Revolving Loans fulfill its commitments hereunder or to prejudice any rights which the relevant Borrower or Borrowers may have against any Lender as a result of any failure default by such Lender to make Revolving Loans required to be made by it hereunder.

Disbursement of Funds. No (a) With respect to any Loan, no later than 1:00 P.M. (New York Atlanta, Georgia time) on the date specified in of each Notice of BorrowingBorrowing pursuant to the Commitments (other than one resulting from a continuation or conversion pursuant to Section 3.6(b) or (c)), each Lender with a Commitment will make available its pro rata portion (determined Pro Rata Share of the amount of such Borrowing in accordance with Section 2.08) respect of each Borrowing requested to be made on such date in the manner provided below. All such amounts will be made available in Dollars (in the case of Dollar Revolving Loans) or Canadian Dollars (in the case of Canadian Revolving Loans), as the case may be, and Commitment in immediately available funds at the appropriate Payment Office of the Administrative Agent, and the Administrative . The Agent will make available to the relevant Borrower or Borrowers by depositing to its, or their, relevant account as directed by the respective Borrower or Borrowers, the aggregate of the amounts (if any) so made available by the LendersLenders to the Agent in a timely manner by crediting such amounts to the Borrower's demand deposit account maintained with the Agent or at the Borrower's option, by effecting a wire transfer of such amounts to the Borrower's account specified by the Borrower, by the close of business on such Business Day. In the event that the Lenders do not make such amounts available to the Agent by the time prescribed above, but such amount is received later that day, such amount may be credited to the Borrower in the manner described in the preceding sentence on the next Business Day (with interest on such amount to begin accruing hereunder on such next Business Day). (b) Unless the Administrative Agent shall have been notified by any Lender prior to the date of a Borrowing that such Lender does not intend to make available to the Administrative Agent such Lender’s portion 's Pro Rata Share 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, in reliance upon such assumption, may 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 LenderLender on the date of such Borrowing, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such LenderLender together with interest at the Federal Funds Rate. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s 's demand therefor, the Administrative Agent shall promptly notify the respective Borrower, and the Borrower or Borrowers, and, to the extent such corresponding amount has previously been disbursed to such Borrower or Borrowers, such Borrower or Borrowers shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover on demand from such Lender or such Borrower or Borrowers, together with interest on such corresponding amount in respect of each day from at the date such corresponding amount was made available by the Administrative Agent to the respective Borrower or 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 as in effect from time to time specified for the first three days Borrowing which includes such amount paid and the interest rate applicable to Dollar Revolving Loans maintained as Base Rate Loans for each day thereafter and (ii) if recovered from the respective Borrower or Borrowers, the rate of interest applicable to the respective Borrowing, as determined pursuant to any amounts due under Section 2.093.15. Nothing in this Section 2.05 subsection shall be deemed to relieve any Lender from its obligation to make Revolving Loans fund its Commitments hereunder or to prejudice any rights which the relevant Borrower or Borrowers may have against any Lender as a result of any failure default by such Lender hereunder. (c) All Fixed Rate Borrowings, Base Rate Borrowings and Eurodollar Borrowings under the Commitments shall be loaned by the Lenders on the basis of their Pro Rata Share of the relevant Commitments. No Lender shall be responsible for any default by any other Lender in its obligations hereunder, and each Lender shall be obligated to make Revolving the Loans required provided to be made by it hereunder, regardless of the failure of any other Lender to fund its Commitment hereunder.

Disbursement of Funds. (i) No later than 1:00 2:00 P.M. (New York timelocal time at the Payment Office) on the date specified in each Notice of Borrowing, each Lender with a Commitment will make available its pro rata portion (determined in accordance with Section 2.08) share, if any, of each Borrowing requested to be made on such date in the manner provided below. All such amounts will shall be made available to the Administrative Agent in Dollars (in or the case of Dollar Revolving Loans) or Canadian Dollars (in the case of Canadian Revolving Loans), as the case may be, applicable Alternative Currency and in immediately available funds at the appropriate Payment Office of the Administrative Agent, and the Administrative Agent promptly will make available to the relevant applicable Borrower or Borrowers by depositing to its, or their, relevant its account as directed by at the respective Borrower or Borrowers, Payment Office the aggregate of the amounts so made available by in the Lenderstype of funds received. Unless the Administrative Agent shall have has been notified by any Lender prior to the date of 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 mayAgent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the relevant 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 a 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 respective Borrower or Borrowersapplicable Borrower, and, to the extent such corresponding amount has previously been disbursed to and such Borrower or Borrowers, such Borrower or Borrowers shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover on demand from such Lender or such Borrower or Borrowersthe 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 respective such Borrower or Borrowers until to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to to (ix) if recovered from paid by such Lender, the overnight Federal Funds Effective Rate as or (y) if paid by a Borrower, the then applicable rate of interest, calculated in effect from time to time accordance with section 2.7, for the first three days and the interest rate applicable respective Loans (but without any requirement to Dollar Revolving Loans maintained as Base Rate Loans for each day thereafter and pay any amounts in respect thereof pursuant to section 2.10). (ii) if recovered from Nothing herein and no subsequent termination of the respective Borrower or Borrowers, the rate of interest applicable to the respective Borrowing, as determined Commitments pursuant to Section 2.09. Nothing in this Section 2.05 section 4.2 or 4.3 shall be deemed to relieve any Lender from its obligation to make Revolving Loans fulfill its commitments hereunder and in existence from time to time or to prejudice any rights which the relevant any Borrower or Borrowers may have against any Lender as a result of any failure default by such Lender to make Revolving Loans required to be made by it hereunder.

Disbursement of Funds. (a) No later than 1:00 P.M. (New York time) on the date specified in each Notice of BorrowingBorrowing or each notice described in Section 1.03(b)(i) or (ii), each Lender Bank with a Commitment under the respective Facility will make available its pro rata portion (determined in accordance with Section 2.08) share of each Borrowing requested to be made on such date (or in the case of Swingline Loans, 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 Dollars (in the case of Dollar Revolving Loans) or Canadian Dollars (in the case of Canadian Revolving Loans), as the case may be, U.S. dollars and in immediately available funds at the appropriate Payment Office of the Administrative Agent, and the Administrative Agent promptly will make available to the relevant Borrower or Borrowers by depositing to its, or their, relevant its account as directed by at the respective Borrower or Borrowers, 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 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 mayAgent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the relevant Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such 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 respective Borrower, and the Borrower or Borrowers, and, to the extent such corresponding amount has previously been disbursed to such Borrower or Borrowers, such Borrower or Borrowers shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover on demand from such Lender Bank or such Borrower or Borrowersthe 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 respective Borrower or Borrowers until to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to to (ix) if recovered from paid by such LenderBank, the overnight Federal Funds Effective Rate as or (y) if paid by the Borrower, the then applicable rate of interest, calculated in effect from time to time accordance with Section 1.08, for the first three days and the interest rate applicable to Dollar Revolving Loans maintained as Base Rate Loans for each day thereafter and respective Loans. (iib) if recovered from the respective Borrower or Borrowers, the rate of interest applicable to the respective Borrowing, as determined pursuant to Section 2.09. Nothing in this Section 2.05 herein shall be deemed to relieve any Lender Bank from its obligation to make Revolving Loans fulfill its commitments hereunder or to prejudice any rights which the relevant Borrower or Borrowers may have against any Lender Bank as a result of any failure default by such Lender to make Revolving Loans required to be made by it Bank hereunder.

Disbursement of Funds. (a) No later than 1:00 P.M. (New York i) 12:00 Noon (Local time) on the date specified in each Notice of Borrowing, each Lender with required to participate in a Commitment Syndicated Borrowing will make available its pro rata portion (determined in accordance with Section 2.08) PRO RATA share of each such Borrowing requested to be made on such date and (ii) 2:00 P.M. (New York time) on each date for the making of Swingline Loans, the Swingline Lender will make available the amount of such Swingline Loans, in each case in the manner provided below. All such amounts will shall be made available in Dollars (to the Administrative Agent in the case of Dollar Revolving Loans) or Canadian Dollars (in the case of Canadian Revolving Loans), as the case may be, relevant Approved Currency and in immediately available funds at the appropriate Payment Office of the Administrative Agent, and the Administrative Agent promptly will make available to the relevant applicable Borrower or Borrowers by depositing to its, or their, relevant its account as directed by at the respective Borrower or Borrowers, Payment Office the aggregate of the amounts so made available in the type of funds received. Lira Loans shall be made available by the LendersLira Lender to the Italian Borrower no later than 12:00 Noon (Milan time) in such manner as is agreed by such parties. Unless the Administrative Agent shall have been notified by any Lender required to participate in a Syndicated Borrowing prior to the date of Borrowing that such Lender does not intend to make available to the Administrative Agent such Lender’s its portion of any the Syndicated 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 mayAgent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the relevant 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 's demand therefor, the Administrative Agent shall promptly notify the respective Borrower or Borrowersapplicable Borrower, and, to the extent such corresponding amount has previously been disbursed to and such Borrower or Borrowers, such Borrower or Borrowers 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 be entitled to recover on demand from such Lender or such Borrower or BorrowersBorrower, 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 respective such Borrower or Borrowers until to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to to (ix) if recovered from paid by such Lender, the overnight Federal Funds Effective Rate as or (y) if paid by such Borrower, the then applicable rate of interest, calculated in effect from time to time accordance with Section 1.08, for the first three days and the interest rate applicable to Dollar Revolving Loans maintained as Base Rate Loans for each day thereafter and respective Loans. (iib) if recovered from the respective Borrower or Borrowers, the rate of interest applicable to the respective Borrowing, as determined pursuant to Section 2.09. Nothing in this Section 2.05 herein shall be deemed to relieve any Lender from its obligation to make Revolving Loans fulfill its commitments hereunder or to prejudice any rights which the relevant any Borrower or Borrowers may have against any Lender as a result of any failure default by such Lender to make Revolving Loans required to be made by it hereunder.

Disbursement of Funds. (a) No later than 1:00 2:00 P.M. (New York timelocal time at the Payment Office) on the date specified in each Notice of Borrowing, each Lender with a Commitment under the Facility under which any Borrowing pursuant to such Notice of Borrowing is to be made will make available its pro rata portion (determined in accordance with Section 2.08) PRO RATA share, if any, of each Borrowing under such Facility requested to be made on such date in the manner provided below. All such amounts will shall be made available to the Administrative Agent in Dollars (in the case of Dollar Revolving Loans) or Canadian Dollars (in the case of Canadian Revolving Loans), as the case may be, U.S. dollars and in immediately available funds at the appropriate Payment Office of the Administrative Agent, and the Administrative Agent promptly will make available to the relevant Borrower or Borrowers by depositing to its, or their, relevant its account as directed by at the respective Borrower or Borrowers, 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 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 mayAgent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the relevant Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such 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 notify the respective Borrower, and the Borrower or Borrowers, and, to the extent such corresponding amount has previously been disbursed to such Borrower or Borrowers, such Borrower or Borrowers shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover on demand from such Lender or such Borrower or Borrowersthe 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 respective Borrower or Borrowers until to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to to (ix) if recovered from paid by such Lender, the overnight Federal Funds Effective Rate as or (y) if paid by the Borrower, the then applicable rate of interest, calculated in effect from time to time accordance with section 2.8, for the first three days and the interest rate applicable respective Loans (but without any requirement to Dollar Revolving Loans maintained as Base Rate Loans for each day thereafter and (ii) if recovered from the respective Borrower or Borrowers, the rate of interest applicable to the respective Borrowing, as determined pay any amounts in respect thereof pursuant to Section 2.09. Nothing in this Section 2.05 shall be deemed to relieve any Lender from its obligation to make Revolving Loans hereunder or to prejudice any rights which the relevant Borrower or Borrowers may have against any Lender as a result of any failure by such Lender to make Revolving Loans required to be made by it hereundersection 2.11).

Disbursement of Funds. No later than 1:00 P.M. (New York time) on On the date specified in each Notice of Borrowing, each Lender with a Commitment will make available its pro rata portion (determined in accordance with Section 2.082.07) of each such Borrowing requested to be made on such date in unless otherwise approved by the manner provided belowAdministrative Agent. All such amounts will be made available in Dollars (in the case of Dollar Revolving Loans) or Canadian Dollars (in the case of Canadian Revolving Loans), as the case may be, and in immediately available funds at the appropriate Payment Office of the Administrative AgentOffice, and the Administrative Agent will make available to the relevant Borrower or Borrowers by depositing to its, or their, relevant account as directed by at the respective Borrower or Borrowers, 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 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 maymay (but shall not be obligated to), 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 respective Borrower or Borrowers, and, to and the extent such corresponding amount has previously been disbursed to such Borrower or Borrowers, such Borrower or Borrowers shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall also be entitled to recover on demand from such Lender or such Borrower or Borrowersthe 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 respective Borrower or Borrowers until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to to (i) if recovered from such Lender, the overnight Federal Funds Rate as in effect from time to time for the first three days and at the interest rate otherwise applicable to Dollar Revolving Loans maintained as Base Rate such Loans for each day thereafter and (ii) if recovered from the respective Borrower or BorrowersBorrower, the rate of interest applicable to the respective Borrowing, as determined pursuant to Section 2.092.08. Nothing in this Section 2.05 2.04 shall be deemed to relieve any Lender from its obligation to make Revolving Loans hereunder or to prejudice any rights which the relevant Borrower or Borrowers may have against any Lender as a result of any failure by such Lender to make Revolving Loans required to be made by it hereunder.

Disbursement of Funds. (a) No later than 1:00 P.M. p.m. (New York Dallas, Texas time) on the date specified in each Notice of Borrowing, each Lender with a Commitment will make available its pro rata portion (determined in accordance with Section 2.08) of each Borrowing requested to be made on such date in the manner provided below. All ; provided that on the Closing Date, such amounts will funds shall be made available in Dollars by 10:00 a.m. (in the case of Dollar Revolving LoansDallas, Texas time) or Canadian Dollars such earlier time as may be agreed among the Lenders, the Borrower and the Administrative Agent for the purpose of consummating the Transactions. (in b) Subject to and upon the case of Canadian Revolving Loans)terms and conditions herein set forth, as each Lender shall make available all amounts it is to fund to the case may be, and Borrower under any Borrowing in immediately available funds to the Administrative Agent at the appropriate Payment Office of the Administrative Agent’s Office in Dollars, and the Administrative Agent will (except in the case of Borrowings to repay Unpaid Drawings) make available to the relevant Borrower or Borrowers Borrower, by depositing or wiring to its, or their, relevant an account as directed designated by the respective Borrower or Borrowers, in the Notice of Borrowing to the Administrative Agent the aggregate of the amounts so made available by the Lendersin Dollars. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any such Borrowing that such Lender does not intend to make available to the Administrative Agent 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 mayAgent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the relevant Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such LenderLender and the Administrative Agent has made available such amount 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, therefor the Administrative Agent shall promptly notify the respective Borrower or Borrowers, and, to and the extent such corresponding amount has previously been disbursed to such Borrower or Borrowers, such Borrower or Borrowers shall immediately pay such corresponding amount to the Administrative AgentAgent in Dollars. The Administrative Agent shall also be entitled to recover on demand from such Lender or such Borrower or Borrowersthe 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 respective Borrower or Borrowers until to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to to (i) if recovered from paid by such Lender, the overnight Federal Funds Overnight Rate as in effect from time to time for the first three days and the interest rate applicable to Dollar Revolving Loans maintained as Base Rate Loans for each day thereafter and or (ii) if recovered from paid by the respective Borrower or BorrowersBorrower, the then-applicable rate of interest applicable to or fees, calculated in accordance with Section 2.8, for the respective Borrowing, as determined pursuant to Section 2.09. DIP Loans. (c) Nothing in this Section 2.05 2.4 shall be deemed to relieve any Lender from its obligation to make Revolving Loans fulfill its commitments hereunder or to prejudice any rights which that the relevant Borrower or Borrowers may have against any Lender as a result of any failure default by such Lender hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make Revolving Loans required to be made by it fulfill its commitments hereunder).

Disbursement of Funds. (a) No later than 1:00 P.M. (New York time) 12:00 p.m. on the date specified in each Notice of Borrowing, each Lender with a Commitment will make available its pro rata portion (determined in accordance with Section 2.08) portion, if any, of each Borrowing requested to be made on such date in the manner provided below. All ; provided that on the Closing Date, such amounts will funds may be made available in Dollars at such earlier time as may be agreed among the Borrower, the Administrative Agent and the Lenders for the purpose of consummating the Transactions. (in the case of Dollar Revolving Loansb) or Canadian Dollars (in the case of Canadian Revolving Loans), as the case may be, and Each Lender shall make available all amounts required under any Borrowing for its applicable Commitments in immediately available funds to the Administrative Agent at the appropriate Payment Office of the Administrative Agent’s Office in Dollars, and the Administrative Agent will make available to the relevant Borrower or Borrowers Borrower, by depositing to its, or their, relevant an account as directed designated by the respective Borrower or Borrowers, to the Administrative Agent the aggregate of the amounts so made available by the Lendersin Dollars. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any such Borrowing that such Lender does not intend to make available to the Administrative Agent 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 Xxxxxx has made such amount available to the Administrative Agent on such date of Borrowing Borrowing, and the Administrative Agent mayAgent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the relevant Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such LenderLender and the Administrative Agent has made available such amount 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, therefor the Administrative Agent shall promptly notify the respective Borrower or Borrowers, and, to in writing and the extent such corresponding amount has previously been disbursed to such Borrower or Borrowers, such Borrower or Borrowers shall immediately pay such corresponding amount to the Administrative AgentAgent in Dollars. The Administrative Agent shall also be entitled to recover on demand from such Lender or such the Borrower or Borrowers, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the respective Borrower or Borrowers until to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to to (i) if recovered from paid by such Lender, the overnight Federal Funds Overnight Rate as in effect from time to time for the first three days and the interest rate applicable to Dollar Revolving Loans maintained as Base Rate Loans for each day thereafter and or (ii) if recovered from paid by the respective Borrower or BorrowersBorrower, the then-applicable rate of interest applicable to or fees, calculated in accordance with Section 2.8, for the respective Borrowing, as determined pursuant to Section 2.09. Term Loans. (c) Nothing in this Section 2.05 2.4 shall be deemed to relieve any Lender from its obligation to make Revolving Loans fulfill its commitments hereunder or to prejudice any rights which that the relevant Borrower or Borrowers may have against any Lender as a result of any failure default by such Xxxxxx xxxxxxxxx (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make Revolving Loans required to be made by it fulfill its commitments 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 time) on the date specified in each Notice of 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 2.08) of each Borrowing requested to be made on such date in the manner provided below. All such amounts will be made available date, in Dollars (in the case of Dollar Revolving Loans) or Canadian Dollars (in the case of Canadian Revolving Loans), as the case may be, and in immediately available funds at the appropriate Payment Office of the Administrative Agent, and the Administrative Agent will will, upon the Administrative Agent's determination that the applicable conditions to making the requested Borrowing have been fulfilled, make available to the relevant Borrower or Borrowers by depositing to its, or their, relevant account as directed by the respective Borrower or Borrowers, at 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, in reliance upon such assumption, make available to the relevant 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 respective Borrower, and the Borrower or Borrowers, and, to the extent such corresponding amount has previously been disbursed to such Borrower or Borrowers, such Borrower or Borrowers 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 be entitled to recover on demand from such Lender or such Borrower or BorrowersBank, the 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 respective Borrower or Borrowers until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to to (i) if recovered from such LenderBank, the overnight Federal Cost of Funds Rate as in effect from time to time for the first three days and the interest rate applicable to Dollar Revolving Loans maintained as Base Rate Loans for each day thereafter and (ii) if recovered from the respective Borrower or BorrowersBorrower, the rate of interest applicable Prime Rate in effect from time to the respective Borrowing, as determined pursuant to Section 2.09time. Nothing in this Section 2.05 shall be deemed to relieve any Lender Bank from its obligation to make Revolving Loans hereunder or to prejudice any rights which the relevant Borrower or Borrowers may have against any Lender Bank as a result of any failure by such Lender Bank to make Revolving Loans required to be made by it hereunder. (b) The obligations of the Banks hereunder are several and not joint. Failure of any Bank to fulfill its obligations hereunder shall not result in any other Bank becoming obligated to advance more than its Percentage of any Loan, nor shall such failure release or diminish the obligations of any other Bank to fund its Percentage provided herein.

Disbursement of Funds. (a) No later than 1:00 2:00 P.M. (New York timelocal time at the Payment Office) on the date specified in each Notice of Borrowing, each Lender with a Commitment under the Facility under which any Borrowing pursuant to such Notice of Borrowing is to be made will make available its pro rata portion (determined in accordance with Section 2.08) share, if any, of each Borrowing under such Facility requested to be made on such date in the manner provided below. All such amounts will shall be made available to the Domestic Administrative Agent in Dollars (in the case of Dollar Revolving Loans) or Canadian Dollars (U.S. Dollars, except in the case of Canadian Revolving Loans), in which case the amounts shall be made available to the Canadian Administrative Agent in, as elected by the Canadian Borrowers pursuant to the provisions of this Agreement, Canadian Dollars or Dollars, in each case in immediately available funds at the Payment Office and the Domestic Administrative Agent or Canadian Administrative Agent, as the case may be, and in immediately available funds at the appropriate Payment Office of the Administrative Agent, and the Administrative Agent promptly will make available to the relevant Borrower or Borrowers making the request by depositing to its, their account at the Payment Office (or their, relevant account such other account(s) as directed designated by the respective such Borrower or Borrowers, in accordance with section 2.4(c)) the aggregate of the amounts so made available by in the Lenderstype of funds received. Unless the applicable Administrative Agent shall have been notified by any Lender prior to the date of Borrowing that such Lender does not intend to make available to the applicable Administrative Agent such Lender’s its portion of any the Borrowing or Borrowings to be made on such date, the such Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing Borrowing, and the such Administrative Agent mayAgent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the relevant Borrower a corresponding amount. If such corresponding amount is not in fact made available to the applicable Administrative Agent by such LenderLender and such Administrative Agent has made available same to a Borrower, the such 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 applicable Administrative Agent’s demand therefor, the such Administrative Agent shall promptly notify the respective Borrower or Borrowersapplicable Borrower, and, to the extent such corresponding amount has previously been disbursed to and such Borrower or Borrowers, such Borrower or Borrowers shall immediately pay such corresponding amount to the applicable Administrative Agent. The Domestic Administrative Agent or the Canadian Administrative Agent, as the case may be, shall also be entitled to recover on demand from such Lender or such Borrower or Borrowersthe 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 such Administrative Agent to the respective such Borrower or Borrowers until to the date such corresponding amount is recovered by the such Administrative Agent, at a rate per annum equal to to (ix) if recovered from paid by such Lender, the overnight Federal Funds Effective Rate as in effect from time the case of any Loan denominated in Dollars, or in the case of any Loan denominated in Canadian Dollars, at the weighted average overnight or weekend borrowing rate for immediately available and freely transferable funds denominated in Canadian Dollars which is offered to time the Canadian Administrative Agent in the international markets, or (y) if paid by a Borrower, the then applicable rate of interest, calculated in accordance with section 2.8, for the first three days and the interest rate applicable respective Loans (but without any requirement to Dollar Revolving Loans maintained as Base Rate Loans for each day thereafter and (ii) if recovered from the respective Borrower or Borrowers, the rate of interest applicable to the respective Borrowing, as determined pay any amounts in respect thereof pursuant to Section 2.09. section 2.11). (b) Nothing in this Section 2.05 herein and no subsequent termination of Commitments pursuant to section 6.1 or 6.2 shall be deemed to relieve any Lender from its obligation to make Revolving Loans fulfill its commitments hereunder and in existence from time to time or to prejudice any rights which the relevant any Borrower or Borrowers may have against any Lender as a result of any failure default by such Lender to make hereunder. (c) Whenever a Borrower desires that proceeds of a Borrowing be deposited into an account other than such Borrower’s account at the Payment Office as contemplated by the second sentence of section 2.4(a) (which other account shall be an account of a Credit Party), it shall give the Domestic Administrative Agent in the case of a Domestic Revolving Loans required Loan or a Swing Line Revolving Loan, or the Canadian Administrative Agent, in the case of a Canadian Revolving Loan, in each case at its respective Notice Office, prior written notice of such other account into which such Borrower desires for such proceeds to be made by it hereunderdeposited, specifying such other information as the applicable Administrative Agent may request; provided, however, that (i) any such proceeds so deposited into such other account shall, for the purposes of such Borrower’s liability therefore be deemed to have been advanced directly to such Borrower and (ii) no such deposit into such other account shall in any way affect, limit or otherwise modify such Borrower’s obligation to repay such Borrowings in accordance with this Agreement and the applicable Notes.

Disbursement of Funds. (a) No later than 1:00 P.M. (New York time) on the date specified in each Notice of BorrowingBorrowing (other than Borrowings under the Swing Line Commitment), each Lender with a Commitment Bank will make available its pro rata share (or, in the case of Competitive Bid Loans, its portion (determined in accordance with of such Loans accepted by Borrower pursuant to Section 2.081.03(c)(iv)) of each Borrowing requested to be made on such date in the manner provided below. All such amounts will shall be made available to the Administrative Agent in Dollars (in the case of Dollar Revolving Loans) or Canadian Dollars (in the case of Canadian Revolving Loans), as the case may be, and in immediately available funds at the appropriate Payment Office of the Administrative AgentOffice, and the Administrative Agent promptly will make available to the relevant Borrower or Borrowers by depositing to its, or their, relevant its account as directed by at the respective Borrower or Borrowers, Payment Office the aggregate of the amounts so made available by the Lendersin Dollars and immediately available funds. Unless the Administrative Agent shall have been notified by any Lender Bank prior to the date of 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 mayAgent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the relevant Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such LenderBank and the Administrative Agent has made available same to 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 (and in any event within three Business Days from the date the Administrative Agent made such funds available to Borrower) notify the respective Borrower, and Borrower or Borrowers, and, to the extent shall (within two Business Days of receiving such corresponding amount has previously been disbursed to such Borrower or Borrowers, such Borrower or Borrowers shall immediately demand) pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover on demand from such Lender Bank or such Borrower or BorrowersBorrower, 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 respective Borrower or Borrowers until to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal toto (x) if paid by such Bank, the Federal Funds Effective Rate or (y) if paid by Borrower, the then applicable rate of interest, calculated in accordance with Section 1.08, for the respective Loans. (ib) if recovered from such LenderWith respect to any Loan to be made under the Swing Line Commitment, no later than 2:00 p.m. (New York time) on the date requested in the Notice of Borrowing, the overnight Federal Funds Rate as Swing Line Bank shall make available to Borrower in effect from time to time for immediately available funds the first three days and amount of such Loan at the interest rate applicable to Dollar Revolving Loans Borrower's account maintained as Base Rate Loans for each day thereafter and at the Payment Office. (iic) if recovered from the respective Borrower or Borrowers, the rate of interest applicable to the respective Borrowing, as determined pursuant to Section 2.09. Nothing in this Section 2.05 herein shall be deemed to relieve any Lender Bank from its obligation to make Revolving Loans fulfill its commitments hereunder or to prejudice any rights which the relevant Borrower or Borrowers may have against any Lender Bank as a result of any failure default by such Lender to make Revolving Loans required to be made by it Bank hereunder.

Disbursement of Funds. No Not later than 1:00 P.M. 12:00 Noon (New York time) on the date specified in each Notice of BorrowingClosing Date, each Lender Bank with a Commitment of the respective Tranche will make available its pro rata portion (determined in accordance with Section 2.081.05) of each Borrowing requested the respective Loans required to be made by it on such date in the manner provided belowdate. All such amounts will be made available in Dollars (in the case of Dollar Revolving Loans) or Canadian Dollars (in the case of Canadian Revolving Loans), as the case may be, and in immediately available Dollar denominated funds at the appropriate Payment Office of the Administrative Agent, and the Administrative Agent will make available to the relevant Borrower or respective Borrowers by depositing to its, or their, relevant account as directed by at the respective Borrower or Borrowers, 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 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, in reliance upon such assumption, make available to the relevant 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 or Borrowers, and, to the extent such corresponding amount has previously been disbursed to and such Borrower or Borrowers, such Borrower or Borrowers shall agrees immediately to pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover on demand from such Lender Bank or such Borrower or Borrowersthe 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 respective such Borrower or Borrowers until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to to (i) if recovered from such LenderBank, the overnight Federal Funds Rate as in effect from time to time for the first three days and the interest rate applicable to Dollar Revolving Loans maintained as Base Rate Loans for each day thereafter and (ii) if recovered from the respective Borrower or Borrowerssuch Borrower, the rate of interest applicable to the respective BorrowingLoans, as determined pursuant to Section 2.091.06. Nothing in this Section 2.05 1.03 shall be deemed to relieve any Lender Bank from its obligation to make Revolving its Loans hereunder or to prejudice any rights which the relevant any Borrower or Borrowers may have against any Lender Bank as a result of any failure by such Lender Bank to make Revolving Loans required to be made by it hereunder.

Disbursement of Funds. (a) No later than 1:00 P.M. 12:00 Noon (New York time) on the date specified in each Notice of Borrowing, each Lender with a Commitment will make available its pro rata portion (determined in accordance with Section 2.08) portion, if any, of each Borrowing requested to be made on such date in the manner provided below. All such . (b) Each Lender shall make available all amounts will be made available in Dollars (in the case of Dollar Revolving Loans) or Canadian Dollars (in the case of Canadian Revolving Loans), as the case may be, and it is to fund under any Borrowing in immediately available funds to the Administrative Agent at the appropriate Payment Office an office of the Administrative AgentAgent from time to time notified by the Administrative Agent to the Lenders (but initially the office set forth for the Administrative Agent in Section 12.2(a)(ii)), and the Administrative Agent will make available to the relevant Borrower or Borrowers by depositing to its, or their, relevant account such funds as directed by specified in the respective Borrower or Borrowersapplicable Notice of Borrowing, the aggregate of the amounts so made available by the Lendersavailable. 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 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 mayAgent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the relevant Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such 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 respective Borrower, and the Borrower or Borrowers, and, to the extent such corresponding amount has previously been disbursed to such Borrower or Borrowers, such Borrower or Borrowers shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover on demand from such Lender or such Borrower or BorrowersBorrower, 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 respective Borrower or Borrowers until to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to to (i) if recovered from paid by such Lender, at the overnight Federal Funds Effective Rate as in effect from time to time for the first three days and the interest rate applicable to Dollar Revolving Loans maintained as Base Rate Loans for each day thereafter and or (ii) if recovered from paid by the Borrower, the then-applicable rate of interest, calculated in accordance with Section 2.8, for the respective Borrower or Borrowers, the rate of interest applicable to the respective Borrowing, as determined pursuant to Section 2.09. Revolving Credit Loans. (c) Nothing in this Section 2.05 2.4 shall be deemed to relieve any Lender from its obligation to make Revolving Loans fulfill its commitments hereunder or to prejudice any rights which that the relevant Borrower or Borrowers may have against any Lender as a result of any failure default by such Lender hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make Revolving Loans required to be made by it fulfill its commitments hereunder).

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 BorrowingBorrowing (or in the case of Swingline Loans, not later than 3:00 P.M. (New York City time) on the date specified pursuant to Section 1.02(b)), each Lender with a Commitment within the respective Tranche will make available its pro rata portion (determined in accordance with Section 2.08) of each such Borrowing requested to be made on such date in the manner provided belowdate. All such amounts will shall be made available in Dollars (in the case of Dollar Revolving Loans) or Canadian Dollars (in the case of Canadian Revolving Loans), as the case may be, and in immediately available funds at the appropriate Payment Office of the Administrative Agent, and the Administrative Agent will make available to the relevant Borrower or Borrowers by depositing to its, or their, relevant account as directed by at the respective Borrower or Borrowers, Payment Office the aggregate of the amounts so made available by the LendersLenders (prior to 1:00 P.M. (New York City time) on such day to the extent of funds actually received by the Administrative Agent prior to 12:00 Noon (New York City time) on such day) (or in the case of Swingline Loans, the Swingline Lender shall make available the full amount thereof). Unless the Administrative Agent shall have been notified by any Lender prior to the date of 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, 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 's demand therefor, the Administrative Agent shall promptly notify the respective Borrower or Borrowers, and, to and the extent such corresponding amount has previously been disbursed to such Borrower or Borrowers, such Borrower or Borrowers shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover on demand from such Lender or such Borrower or Borrowersthe 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 respective Borrower or Borrowers until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to to (i) if recovered from such Lender, the overnight Federal Funds Rate as in effect from time to time for the first three days and the interest rate applicable to Dollar Revolving Loans maintained as Base Rate Loans for each day thereafter and (ii) if recovered from the respective Borrower or BorrowersBorrower, the rate of interest applicable to the respective Borrowing, as determined pursuant to Section 2.09. Nothing in this Section 2.05 shall be deemed to relieve any Lender from its obligation to make Revolving Loans hereunder or to prejudice any rights which the relevant Borrower or Borrowers may have against any Lender as a result of any failure by such Lender to make Revolving Loans required to be made by it hereunder1.

Disbursement of Funds. No later than 1:00 P.M. (New York time) on the date specified in each Notice of Borrowing, each Lender with a Commitment will make available its pro rata portion (determined in accordance with Section 2.082.07) of each such Borrowing requested to be made on such date in the manner provided belowdate. All such amounts will be made available in Dollars (in the case of Dollar Revolving Loans) or Canadian Dollars (in the case of Canadian Revolving Loans), as the case may berelevant Available Currency, and in immediately available funds at the appropriate Payment Office of the Administrative AgentOffice, and the Administrative Agent will immediately make such funds available to the relevant Borrower or Borrowers by depositing to its, or their, relevant account as directed by the respective Borrower or Borrowers, the aggregate of the amounts so made available by the LendersBorrower. Unless the Administrative Agent shall have been notified by any Lender prior to the date of Borrowing Date 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 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 maymay (but shall not be obligated to), 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 respective Borrower or Borrowers, and, to and the extent such corresponding amount has previously been disbursed to such Borrower or Borrowers, such Borrower or Borrowers shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall also be entitled to recover on demand from such Lender or such Borrower or Borrowersthe 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 respective Borrower or Borrowers until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to to (i) if recovered from such Lender, the overnight Federal Funds Rate as (or in effect from time the case of Euro Loans, the cost to time the Administrative Agent of acquiring overnight funds in Euros) for the first three days and at the interest rate otherwise applicable to Dollar Revolving Loans maintained as Base Rate such Loans for each day thereafter thereafter, and (ii) if recovered from the respective Borrower or BorrowersBorrower, the rate of interest applicable to the respective Borrowing, as determined pursuant to Section 2.092.08. Nothing in this Section 2.05 2.04 shall be deemed to relieve any Lender from its obligation to make Revolving Loans hereunder or to prejudice any rights which the relevant Borrower or Borrowers may have against any Lender as a result of any failure by such Lender to make Revolving Loans required to be made by it hereunder.

Disbursement of Funds. No later than 1:00 P.M. (New York Boston, --------------------- Massachusetts time) on the date specified in each Notice of BorrowingBorrowing (or (x) in the case of Swingline Loans, no later than 3:00 P.M. (Boston, Massachusetts time) on the date specified pursuant to Section 1.03(b)(i) or (y) in the case of Mandatory Borrowings, no later than 1:00 P.M. (Boston, Massachusetts time) on the date specified in Section 1.01(e)), each Lender with a Commitment of the respective Tranche will make available its pro rata portion (determined in --- ---- accordance with Section 2.081.07) of each such Borrowing requested to be made on such date (or in the manner provided belowcase of Swingline Loans, the Swingline Lender will make available the full amount thereof). All such amounts will be made available in Dollars (in the case of Dollar Revolving Loans) or Canadian Dollars (in the case of Canadian Revolving Loans), as the case may be, and in immediately available funds at the appropriate Payment Office of the Administrative AgentOffice, and the Administrative Agent will will, except in the case of Revolving Loans made pursuant to a Mandatory Borrowing, make available to the relevant Borrower or Borrowers by depositing to its, or their, relevant account as directed by at the respective Borrower or Borrowers, 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 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 maymay (but shall not be obligated to), 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 's demand therefor, the Administrative Agent shall promptly notify the respective Borrower or Borrowers, and, to and the extent such corresponding amount has previously been disbursed to such Borrower or Borrowers, such Borrower or Borrowers shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall also be entitled to recover on demand from such Lender or such Borrower or Borrowersthe 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 respective Borrower or 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 as in effect from time to time for the first three days and the interest rate applicable to Dollar Revolving Loans maintained as Base Rate Loans for each day thereafter and (ii) if recovered from the respective Borrower or Borrowers, the rate of interest applicable to the respective Borrowing, as determined pursuant to Section 2.09. Nothing in this Section 2.05 shall be deemed to relieve any Lender from its obligation to make Revolving Loans hereunder or to prejudice any rights which the relevant Borrower or Borrowers may have against any Lender as a result of any failure by such Lender to make Revolving Loans required to be made by it hereunder.corresponding

Disbursement of Funds. No later than 1:00 P.M. (New York time) 11:00 a.m. on the date specified in each Notice of BorrowingClosing Date, each Lender with a Commitment will make available its pro rata portion (determined in accordance with Section 2.08) share of each Borrowing the Initial Loan requested to be made on such date in the manner provided below. All such amounts will shall be made available to the Administrative Agent in Dollars (in the case of Dollar Revolving Loans) or Canadian Dollars (in the case of Canadian Revolving Loans), as the case may be, U.S. Legal Tender and in immediately available funds at the appropriate Payment Office of the Administrative Agent, and the Administrative Agent immediately will make available to the relevant Borrower or Borrowers Company by depositing to its, or their, relevant its account as directed by at the respective Borrower or Borrowers, 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 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 Initial 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 mayAgent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the relevant Borrower Company 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 the 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 respective Borrower or BorrowersCompany, and, to and the extent such corresponding amount has previously been disbursed to such Borrower or Borrowers, such Borrower or Borrowers Company shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover on demand from such Lender or such Borrower or Borrowersthe 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 respective Borrower or Borrowers until Company to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to to (ix) if recovered from paid by such Lender, the overnight Federal Funds Rate as in effect from time to time for the first three days and the interest rate applicable to Dollar Revolving Loans maintained as Base Rate Loans for each day thereafter and or (iiy) if recovered from paid by the respective Borrower or BorrowersCompany, the then applicable rate of interest applicable to on the respective Borrowing, as determined pursuant to Section 2.09Loan. Nothing in this Section 2.05 herein shall be deemed to relieve any Lender from its obligation to make Revolving Loans fulfill its Loan Commitment hereunder or to prejudice any rights which the relevant Borrower or Borrowers Company may have against any Lender as a result of any failure default by such Lender to make Revolving Loans required to be made by it hereunder.

Disbursement of Funds. (i) No later than 1:00 2:00 P.M. (New York timelocal time at the Payment Office) on the date specified in each Notice of Borrowing, each Lender with a Commitment will make available its pro rata portion (determined in accordance with Section 2.08) PRO RATA share, if any, of each Borrowing requested to be made on such date in the manner provided below. All such amounts will shall be made available to the Administrative Agent in Dollars (in the case of Dollar Revolving Loans) or Canadian Dollars (in the case of Canadian Revolving Loans)Alternative Currency, as the case may beapplicable, and in immediately available funds at the appropriate Payment Office of the Administrative Agent, and the Administrative Agent promptly will make available to the relevant Borrower or Borrowers by depositing to its, or their, relevant its account as directed by at the respective Borrower or Borrowers, Payment Office the aggregate of the amounts so made available by in the Lenders. type of funds received. (ii) Unless the Administrative Agent shall have been notified by any Lender prior to the date of 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 mayAgent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the relevant Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such 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 notify the respective Borrower, and the Borrower or Borrowers, and, to the extent such corresponding amount has previously been disbursed to such Borrower or Borrowers, such Borrower or Borrowers shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover on demand from such Lender or such Borrower or Borrowersthe 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 respective Borrower or Borrowers until to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to to (ix) if recovered from paid by such Lender, the overnight Federal Funds Rate as Effective Rate, in effect from time the case of any Loan denominated in Dollars, or at the weighted average overnight or weekend borrowing rate for immediately available and freely transferable funds in the applicable Alternative Currency which is offered to time the Administrative Agent in the international markets, in the case of any Loan denominated in Alternative Currency, or (y) if paid by the Borrower, the then applicable rate of interest, calculated in accordance with section 2.7, for the first three days and the interest rate applicable respective Loans (but without any requirement to Dollar Revolving Loans maintained as Base Rate Loans for each day thereafter and (ii) if recovered from the respective Borrower or Borrowers, the rate of interest applicable to the respective Borrowing, as determined pay any amounts in respect thereof pursuant to Section 2.09. section 2.10). (iii) Nothing in this Section 2.05 section 2.3(e) and no subsequent termination of the Commitments pursuant to section 4.2 or 4.3 shall be deemed to relieve any Lender from its obligation to make Revolving Loans fulfill its Commitment hereunder and in existence from time to time or to prejudice any rights which the relevant Borrower or Borrowers may have against any Lender as a result of any failure default by such Lender to make Revolving Loans required to be made by it hereunder.

Disbursement of Funds. (i) No later than 1:00 2:00 P.M. (New York timelocal time at the Payment Office) on the date specified in each Notice of Borrowing, each Lender with a Commitment will make available its pro rata portion (determined in accordance with Section 2.08) share, if any, of each Borrowing requested to be made on such date in the manner provided below. All such amounts will shall be made available to the Administrative Agent in Dollars (in the case of Dollar Revolving Loans) or Canadian Dollars (in the case of Canadian Revolving Loans), as the case may be, and in immediately available funds at the appropriate Payment Office of the Administrative Agent, and the Administrative Agent promptly will make available to the relevant Borrower or Borrowers by depositing to its, or their, relevant its account as directed by at the respective Borrower or Borrowers, Payment Office the aggregate of the amounts so made available by in the Lenders. type of funds received. (i) Unless the Administrative Agent shall have been notified by any Lender prior to the date of 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 mayAgent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the relevant Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such 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 respective Borrower, and the Borrower or Borrowers, and, to the extent such corresponding amount has previously been disbursed to such Borrower or Borrowers, such Borrower or Borrowers shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover on demand from such Lender or such Borrower or Borrowersthe 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 respective Borrower or Borrowers until to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to to (ix) if recovered from paid by such Lender, the overnight Federal Funds Rate as Effective Rate, or (y) if paid by the Borrower, the then applicable rate of interest, calculated in effect from time to time accordance with section 2.7, for the first three days and the interest rate applicable respective Loans (but without any requirement to Dollar Revolving Loans maintained as Base Rate Loans for each day thereafter and pay any amounts in respect thereof pursuant to section 2.10). (ii) if recovered from the respective Borrower or Borrowers, the rate of interest applicable to the respective Borrowing, as determined pursuant to Section 2.09. Nothing in this Section 2.05 section 2.3(c) and no subsequent termination of the Commitments pursuant to section 4.2 or 4.3 shall be deemed to relieve any Lender from its obligation to make Revolving Loans fulfill its Commitment hereunder and in existence from time to time or to prejudice any rights which the relevant Borrower or Borrowers may have against any Lender as a result of any failure default by such Lender to make Revolving Loans required to be made by it hereunder.

Disbursement of Funds. (a) No later than 1:00 P.M. (New York time) (2:00 P.M. (New York time) in the case of Base Rate Loans made pursuant to same day notice) on the date specified in each Notice of Borrowing, each Lender with a Commitment under the respective Facility will make available its pro rata portion (determined in accordance with Section 2.08) PRO RATA share of each Borrowing requested to be made on such date in the manner provided belowdate. All such amounts will shall be made available to the Administrative Agent in Dollars (in the case of Dollar Revolving Loans) or Canadian Dollars (in the case of Canadian Revolving Loans), as the case may be, and in immediately available funds at the appropriate Payment Office of the Administrative Agent, and the Administrative Agent promptly will make available to the relevant Borrower or Borrowers by depositing to its, its account at the Payment Office or their, relevant account as otherwise directed by in the respective Borrower or Borrowers, 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 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 mayAgent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the relevant Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such 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 respective Borrower or BorrowersBorrower, and, to upon receipt of such notice, the extent such corresponding amount has previously been disbursed to such Borrower or Borrowers, such Borrower or Borrowers shall immediately promptly pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover on demand from such Lender or such Borrower or Borrowersthe 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 respective Borrower or Borrowers until to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to to (ix) if recovered from paid by such Lender, the overnight Federal Funds Effective Rate as or (y) if paid by the Borrower, the then applicable rate of interest, calculated in effect from time to time accordance with Section 1.08, for the first three days and the interest rate applicable to Dollar Revolving Loans maintained as Base Rate Loans for each day thereafter and respective Loans. (iib) if recovered from the respective Borrower or Borrowers, the rate of interest applicable to the respective Borrowing, as determined pursuant to Section 2.09. Nothing in this Section 2.05 herein shall be deemed to relieve any Lender from its obligation to make Revolving Loans fulfill its commitments hereunder or to prejudice any rights which the relevant Borrower or Borrowers may have against any Lender as a result of any failure default by such Lender to make Revolving Loans required to be made by it hereunder.

Disbursement of Funds. No later than 1:00 P.M. (New York time) --------------------- on the date specified in each Notice of Borrowing, each Lender Bank with a Commitment will of the respective Tranche shall make available its pro rata portion (determined --- ---- in accordance with Section 2.082.07) of each such Borrowing requested to be made on such date in the manner provided belowdate. All such amounts will shall be made available in Dollars (in the case of Dollar Revolving Loans) or Canadian Dollars (in the case of Canadian Revolving Loans), as the case may be, and in immediately available funds at the appropriate Payment Office of the Administrative Agent, and the Administrative Agent will shall make available to the relevant Borrower or Borrowers by depositing to its, or their, relevant account as directed by at the respective Borrower or Borrowers, 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 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, 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 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 or Borrowers, and, to and the extent such corresponding amount has previously been disbursed to such Borrower or Borrowers, such Borrower or Borrowers shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover on demand from such Lender Bank or such Borrower or Borrowersthe 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 respective Borrower or Borrowers until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to to (i) if recovered from such LenderBank, the cost to the Administrative Agent of acquiring overnight Federal Funds Rate as in effect from time to time federal funds for one Business Day, and thereafter at the first three days and the applicable interest rate applicable to Dollar Revolving Loans maintained as Base Rate Loans for each day thereafter such Borrowing, and (ii) if recovered from the respective Borrower or BorrowersBorrower, the rate of interest applicable to the respective Borrowing, as determined pursuant to Section 2.092.08. Nothing in this Section 2.05 2.04 shall be deemed to relieve any Lender Bank from its obligation to make Revolving Loans hereunder or to prejudice any rights which the relevant Borrower Borrower, the Administrative Agent or Borrowers any other Bank may have against any Lender Bank as a result of any failure by such Lender Bank to make Revolving Loans required to be made by it hereunder.

Disbursement of Funds. (i) No later than 1:00 2:00 P.M. (New York timelocal time at the Payment Office) on the date specified in each Notice of Borrowing, each Lender with a Commitment will make available its pro rata portion (determined in accordance with Section 2.08) share, if any, of each Borrowing requested to be made on such date in the manner provided below. All such amounts will shall be made available to the Administrative Agent in Dollars (in the case of Dollar Revolving Loans) or Canadian Dollars (in the case of Canadian Revolving Loans)Euros, as the case may be, applicable and in immediately available funds at the appropriate Payment Office of the Administrative Agent, and the Administrative Agent promptly will make available to the relevant applicable Borrower or Borrowers by depositing to its, or their, relevant its account as directed by at the respective Borrower or Borrowers, Payment Office the aggregate of the amounts so made available by in the Lenders. type of funds received. (ii) Unless the Administrative Agent shall have been notified by any Lender prior to the date of 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 mayAgent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the relevant Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such 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 's demand therefor, the Administrative Agent shall promptly notify the respective Borrower or Borrowersapplicable Borrower, and, to the extent such corresponding amount has previously been disbursed to and such Borrower or Borrowers, such Borrower or Borrowers shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover on demand from such Lender or such Borrower or Borrowersthe 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 respective such Borrower or Borrowers until to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to to (ix) if recovered from paid by such Lender, the overnight Federal Funds Rate as Effective Rate, in effect from time the case of any Loan denominated in Dollars, or at the weighted average overnight or weekend borrowing rate for immediately available and freely transferrable funds in the applicable Alternative Currency which is offered to time the Administrative Agent in the international markets, in the case of any Loan denominated in Euros , or (y) if paid by the Borrower, the then applicable rate of interest, calculated in accordance with section 2.7, for the first three days and the interest rate applicable respective Loans (but without any requirement to Dollar Revolving Loans maintained as Base Rate Loans for each day thereafter and (ii) if recovered from the respective Borrower or Borrowers, the rate of interest applicable to the respective Borrowing, as determined pay any amounts in respect thereof pursuant to Section 2.09. section 2.10). (iii) Nothing in this Section 2.05 section 2.3(e) and no subsequent termination of the Commitments pursuant to section 4.2 or 4.3 shall be deemed to relieve any Lender from its obligation to make Revolving Loans fulfill its Commitment hereunder and in existence from time to time or to prejudice any rights which the relevant any Borrower or Borrowers may have against any Lender as a result of any failure default by such Lender to make Revolving Loans required to be made by it hereunder.

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 time) on the date specified in each Notice of Borrowing, each Lender Bank with a Commitment of the respective Tranche will make available its pro rata portion (determined in accordance with Section 2.08) of each such Borrowing requested to be made on such date in the manner provided belowdate. All such amounts will shall be made available in Dollars (in the case of Dollar Revolving Loans) or Canadian Dollars (in the case of Canadian Revolving Loans), as the case may be, and in immediately available funds at the appropriate Payment Office of the Administrative Managing Agent, and the Administrative Managing Agent will make available to the relevant Borrower or Borrowers by depositing to its, or their, relevant account as directed by at the respective Borrower or Borrowers, 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 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, 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 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 respective Borrower or Borrowers, and, to and the extent such corresponding amount has previously been disbursed to such Borrower or Borrowers, such Borrower or Borrowers shall immediately pay such corresponding amount to the Administrative Managing Agent. The Administrative Managing Agent shall also be entitled to recover on demand from such Lender Bank or such Borrower or Borrowersthe 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 respective Borrower or Borrowers until the date such corresponding amount is recovered by the Administrative Managing Agent, at a rate per annum equal to to (i) if recovered from such LenderBank, at the overnight Federal Funds Rate as in effect from time to time for the first three days and the interest rate applicable to Dollar Revolving Loans maintained as Base Rate Loans for each day thereafter and (ii) if recovered from the respective Borrower or BorrowersBorrower, the rate of interest applicable to the respective Borrowing, as determined pursuant to Section 2.09. Nothing in this Section 2.05 shall be deemed to relieve any Lender from its obligation to make Revolving Loans hereunder or to prejudice any rights which the relevant Borrower or Borrowers may have against any Lender as a result of any failure by such Lender to make Revolving Loans required to be made by it hereunder1.

Disbursement of Funds. No Not later than 1:00 P.M. 12:00 Noon (New York time) on the date Borrowing Date specified in each Notice of 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 2.08) of each such Borrowing requested to be made on such date in the manner provided belowdate. All such amounts will shall be made available in Dollars (in the case of Dollar Revolving Loans) or Canadian Dollars (in the case of Canadian Revolving Loans), as the case may be, and in immediately available funds at the appropriate Payment Office of the Administrative Agent, Agent and the Administrative Agent will make available to the relevant Borrower or Borrowers by depositing to its, or their, relevant account as directed by at the respective Borrower or Borrowers, 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 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, in reliance upon such assumption, may 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 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 respective Borrower or BorrowersBorrower, and, and to the extent that the Borrower is in receipt of such corresponding amount has previously been disbursed to such amount, the Borrower or Borrowers, such Borrower or Borrowers shall immediately as soon as reasonably practicable pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover on demand from such Lender or such Borrower or Borrowers, together with interest on such corresponding amount in respect of each day from at the date such corresponding amount was made available by the Administrative Agent to the respective Borrower or 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 as in effect from time to time specified for the first three days and the interest rate applicable to Dollar Revolving Loans maintained as Base Rate Loans for each day thereafter and (ii) if recovered from the respective Borrower or Borrowers, the rate of interest applicable to the respective Borrowing, as determined pursuant to Section 2.09. Nothing in this Section 2.05 2.4 shall be deemed to relieve any Lender from its obligation to make Revolving Loans fulfill its Commitment hereunder or to prejudice any rights which the relevant Borrower or Borrowers may have against any Lender as a result of any failure by such Lender to make Revolving Loans required 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. (a) No later than 1:00 P.M. 12:00 Noon (New York City time or, with respect to the Tranche B-2 Term Loans, London time) on the date specified in each Notice of Borrowing or on the date of any Mandatory Borrowing, each Lender with a Commitment will make available its pro rata portion (determined in accordance with Section 2.08) portion, if any, of each Borrowing requested to be made on such date in the manner provided below. All such amounts will , provided that all Swingline Loans shall be made available in Dollars the full amount thereof by the Swingline Lender no later than 3:00 p.m. (New York City time) on the date requested. (b) Each Lender shall make available all amounts it is to fund to the relevant Borrower under any Borrowing for its applicable Commitments in immediately available funds to the Administrative Agent at the Administrative Agent’s Office and the Administrative Agent will (except in the case of Dollar Revolving LoansMandatory Borrowings and Borrowings to repay Unpaid Drawings) make available to the Company or Canadian Dollars (in the case of Canadian Revolving Loans)Overseas Borrower, as the case may be, and in immediately available funds at by depositing to an account designated by the appropriate Payment Office of Company or the Administrative AgentOverseas Borrower, and as the case may be, to the Administrative Agent will make available to the relevant Borrower or Borrowers by depositing to its, or their, relevant account as directed by the respective Borrower or Borrowers, the aggregate of the amounts so made available by the Lendersin Dollars or Sterling, as applicable. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any such Borrowing that such Lender does not intend to make available to the Administrative Agent 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 mayAgent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the relevant Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such LenderLender and the Administrative Agent has made available same to the relevant 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, therefor the Administrative Agent shall promptly notify the respective relevant Borrower or Borrowers, and, to and the extent such corresponding amount has previously been disbursed to such relevant Borrower or Borrowers, such Borrower or Borrowers shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover on demand from such Lender or such applicable Borrower or Borrowers, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the respective such Borrower or Borrowers until to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to to (i) if recovered from paid by such Lender, (A) the overnight Federal Funds Rate as Effective Rate, in effect from time the case of Loans denominated in Dollars or (B) the rate reasonably determined by the Administrative Agent to time for be the first three days and cost to it of funding such amount, in the interest rate applicable to Dollar Revolving case of Loans maintained as Base Rate Loans for each day thereafter and denominated in Sterling, or (ii) if recovered from paid by the respective Borrower or BorrowersCompany, the then-applicable rate of interest applicable to or fees, calculated in accordance with Section 2.8, for the respective Borrowing, as determined pursuant to Section 2.09. Loans. (c) Nothing in this Section 2.05 2.4 shall be deemed to relieve any Lender from its obligation to make Revolving Loans fulfill its commitments hereunder or to prejudice any rights which that the relevant Borrower or Borrowers may have against any Lender as a result of any failure default by such Lender hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make Revolving Loans required to be made by it fulfill its commitments hereunder).

Disbursement of Funds. No later than 1:00 P.M. 12:00 Noon (New York Eastern time) on the date specified in each Notice of Borrowing, each Lender with a Commitment Bank will make available its pro rata portion (determined in accordance with Section 2.081.07) of each such Borrowing requested to be made on such date in the manner provided belowdate. All such amounts will be made available in Dollars (in the case of Dollar Revolving Loans) or Canadian Dollars (in the case of Canadian Revolving Loans), as the case may be, and in immediately available funds at the appropriate Payment Office of the Administrative Agent, and the Administrative Agent will make available to the relevant Borrower or Borrowers by depositing to its, or their, relevant account as directed by at the respective Borrower or Borrowers, 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 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 maymay (but shall not be obligated to), 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 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 or Borrowers, and, to and the extent such corresponding amount has previously been disbursed to such Borrower or Borrowers, such Borrower or Borrowers shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover on demand from such Lender Bank or such Borrower or Borrowersthe 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 respective Borrower or Borrowers until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to to (i) if recovered from such LenderBank, the overnight Federal Funds Rate for each day during the period consisting of the first three Business Days following such date of availability and thereafter at the Base Rate as in effect from time to time for the first three days and the interest rate applicable to Dollar Revolving Loans maintained as Base Rate Loans for each day thereafter and (ii) if recovered from the respective Borrower or BorrowersBorrower, the rate of interest applicable to the respective Borrowing, as determined pursuant to Section 2.09. Nothing in this Section 2.05 shall be deemed to relieve any Lender from its obligation to make Revolving Loans hereunder or to prejudice any rights which the relevant Borrower or Borrowers may have against any Lender as a result of any failure by such Lender to make Revolving Loans required to be made by it hereunder1.

Disbursement of Funds. No Not later than 1:00 P.M. (New York time) p.m. on the proposed borrowing date specified in each Notice of Borrowing, each Lender with a Commitment will make available its to the Administrative Agent, for the account of the Borrower, at the office of the Administrative Agent in funds immediately available to the Administrative Agent, such Lender’s pro rata portion (determined in accordance with Section 2.08) of each Borrowing requested to be made on such date in the manner provided below. All ; provided that on the Closing Date, such amounts will funds shall be made available in Dollars by 10:00 a.m. (in the case of Dollar Revolving LoansNew York City time) or Canadian Dollars (in such earlier time as may be agreed among the case Lenders, the Borrower and the Administrative Agent for the purpose of Canadian Revolving Loans), as consummating the case may be, and Transactions. The Borrower hereby irrevocably authorizes the Administrative Agent to disburse the proceeds of each borrowing requested pursuant to this Section 2.4 in immediately available funds at by crediting or wiring such proceeds to the appropriate Payment Office deposit account of the Borrower identified in the most recent notice substantially in the form attached as Exhibit A-1 (a “Notice of Account Designation”) delivered by the Borrower to the Administrative Agent, Agent or as may be otherwise agreed upon by the Borrower and the Administrative Agent will make available from time to the relevant Borrower or Borrowers by depositing to its, or their, relevant account as directed by the respective Borrower or Borrowers, the aggregate of the amounts so made available by the Lenderstime. 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 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 mayAgent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the relevant Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such LenderLender and the Administrative Agent has made available such amount 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, therefor the Administrative Agent shall promptly notify the respective Borrower or Borrowers, and, to and the extent such corresponding amount has previously been disbursed to such Borrower or Borrowers, such Borrower or Borrowers shall immediately pay such corresponding amount to the Administrative AgentAgent in Dollars. The Administrative Agent shall also be entitled to recover on demand from such Lender or such Borrower or Borrowersthe 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 respective Borrower or Borrowers until to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to to (i) if recovered from paid by such Lender, the overnight Federal Funds Overnight Rate as in effect from time to time for the first three days and the interest rate applicable to Dollar Revolving Loans maintained as Base Rate Loans for each day thereafter and or (ii) if recovered from paid by the respective Borrower or BorrowersBorrower, the then-applicable rate of interest applicable or fees, calculated in accordance with Section 2.8, for the respective Loans. Subject to the respective Borrowingterms of this Section 2.4, as determined the Administrative Agent shall not be obligated to disburse the portion of the proceeds of any Loan requested pursuant to this Section 2.092.4 attributable to any Lender that has not made available to the Administrative Agent its pro rata Commitment of such Loan. Nothing in this Section 2.05 2.4 shall be deemed to relieve any Lender from its obligation to make Revolving Loans fulfill its commitments hereunder or to prejudice any rights which that the relevant Borrower or Borrowers may have against any Lender as a result of any failure default by such Lender hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make Revolving Loans required to be made by it fulfill its commitments hereunder).

Disbursement of Funds. (a) No later than 1:00 P.M. 2:00 p.m. (New York City time) on the date specified in each Notice of Borrowing, each Lender with a Commitment will shall make available its pro rata portion (determined in accordance with Section 2.08) portion, if any, of each Borrowing requested to be made on such date in the manner provided below. All ; provided that on the Closing Date, such amounts will funds may be made available in Dollars at such earlier time as may be agreed among the Lenders, the Borrower, and the Administrative Agent for the purpose of consummating the Transactions. (in b) Each Lender shall make available all amounts it is to fund to the case of Dollar Revolving Loans) or Canadian Dollars (in the case of Canadian Revolving Loans), as the case may beBorrower under any Borrowing for its applicable Commitments, and in immediately available funds funds, to the Administrative Agent at the appropriate Payment Office of the Administrative Agent, ’s Office and the Administrative Agent will make available to the relevant Borrower or Borrowers Borrower, by depositing to its, or their, relevant an account as directed designated by the respective Borrower or Borrowers, to the Administrative Agent the aggregate of the amounts so made available by the Lendersin Dollars. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any such Borrowing that such Lender does not intend to make available to the Administrative Agent 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 Xxxxxx has made such amount available to the Administrative Agent on such date of Borrowing Borrowing, and the Administrative Agent mayAgent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the relevant Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such LenderLender and the Administrative Agent has made available such amount 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, therefor the Administrative Agent shall promptly notify the respective Borrower or Borrowers, and, to and the extent such corresponding amount has previously been disbursed to such Borrower or Borrowers, such Borrower or Borrowers shall immediately pay such corresponding amount to the Administrative AgentAgent in Dollars. The Administrative Agent shall also be entitled to recover on demand from such Lender or such the Borrower or Borrowers, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the respective Borrower or Borrowers until to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to to (i) if recovered from paid by such Lender, the overnight Federal Funds Effective Rate as in effect from time to time for the first three days and the interest rate applicable to Dollar Revolving Loans maintained as Base Rate Loans for each day thereafter and or (ii) if recovered from paid by the respective Borrower or BorrowersBorrower, the then-applicable rate of interest applicable to or fees, calculated in accordance with Section 2.8, for the respective Borrowing, as determined pursuant to Section 2.09. Loans. (c) Nothing in this Section 2.05 2.4 shall be deemed to relieve any Lender from its obligation to make Revolving Loans fulfill its commitments hereunder or to prejudice any rights which that the relevant Borrower or Borrowers may have against any Lender as a result of any failure default by such Xxxxxx xxxxxxxxx (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make Revolving Loans required to be made by it fulfill its commitments hereunder).

Disbursement of Funds. No later than 1:00 P.M. (New York time) 2:00 p.m. on the date specified in each Notice of Borrowing, each Lender with a Commitment of the respective Class will make available its pro rata portion (determined in accordance with Section 2.082.07) of each such Borrowing requested to be made on such date in the manner provided belowdate. All such amounts will be made available in Dollars (in the case of Dollar Revolving Loans) or Canadian Dollars (in the case of Canadian Revolving Loans), as the case may be, and in immediately available funds at the appropriate Payment Office of the Administrative Agentfunds, and the Administrative Agent will will, make available to the relevant Borrower or Borrowers by depositing to itsBorrower, or their, relevant to such other account as directed by the respective Borrower or Borrowersmay specify in writing to the Administrative Agent, 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 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 Table of Contents such Lender has made such amount available to the Administrative Agent on such date of Borrowing and the Administrative Agent maymay (but shall not be obligated to), 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 respective Borrower or Borrowers, and, to and the extent such corresponding amount has previously been disbursed to such Borrower or Borrowers, such Borrower or Borrowers shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall also be entitled to recover on demand from such Lender or such Borrower or Borrowersthe 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 respective Borrower or Borrowers until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to to (i) if recovered from such Lender, the overnight Federal Funds Rate as in effect from time to time for the first three days and at the interest rate otherwise applicable to Dollar Revolving Loans maintained as Base Rate such Loans for each day thereafter and (ii) if recovered from the respective Borrower or BorrowersBorrower, the rate of interest applicable to the respective Borrowing, as determined pursuant to Section 2.092.08. Nothing in this Section 2.05 2.04 shall be deemed to relieve any Lender from its obligation to make Revolving Loans hereunder or to prejudice any rights which the relevant Borrower or Borrowers may have against any Lender as a result of any failure by such Lender to make Revolving Loans required to be made by it hereunder.

Disbursement of Funds. (a) No later than 1:00 P.M. 10:00 a.m. (New York City time, or London, England time in the case of any Borrowing denominated in Euros) on the date specified in each Notice of Borrowing, each Lender with a Commitment will of any Class shall make available its pro rata portion (determined in accordance with Section 2.08) portion, if any, of each Borrowing of such Class requested to be made on such date in the manner provided below. All such . (b) Each Lender shall make available all amounts will be made available it is to fund to the Borrowers in Dollars (in respect of any Borrowing requested by the case of Dollar Revolving Loans) or Canadian Dollars (in the case of Canadian Revolving Loans), as the case may be, and Borrowers in immediately available funds to the Administrative Agent at the appropriate Payment Office of the Administrative Agent’s Office, and the Administrative Agent will make available to the relevant Borrower or Borrowers Borrowers, by depositing to its, or their, relevant an account as directed designated by the respective Borrower or Borrowers, Borrowers to the Administrative Agent the aggregate of the amounts so made available by the Lendersavailable. 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 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 such Borrowing, and the Administrative Agent mayAgent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the relevant Borrower Borrowers 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 such amount to the Borrowers, 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 respective Borrower or Borrowers, and, to and the extent such corresponding amount has previously been disbursed to such Borrower or Borrowers, such Borrower or Borrowers shall immediately pay such corresponding amount to the Administrative AgentAgent in the applicable currency. The Administrative Agent shall also be entitled to recover on demand from such Lender or such Borrower or the Borrowers, ’ interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the respective Borrower or Borrowers until to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to to (i) if recovered from paid by such Lender, the overnight Federal Funds Overnight Rate as in effect from time to time for the first three days and the interest rate applicable to Dollar Revolving Loans maintained as Base Rate Loans for each day thereafter and or (ii) if recovered from paid by the respective Borrower or Borrowers, the then-applicable rate of interest applicable to interest, calculated in accordance with Section 2.8, for the respective Borrowing, as determined pursuant to Section 2.09. Loans. (c) Nothing in this Section 2.05 2.4 shall be deemed to relieve any Lender from its obligation to make Revolving Loans fulfill its Commitments hereunder or to prejudice any rights which that the relevant Borrower or Borrowers may have against any Lender as a result of any failure default by such Lender hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make Revolving Loans required to be made by it fulfill its Commitments hereunder).

Disbursement of Funds. No (a) Subject to Section 6, no later than 1:00 P.M. 9:00 a.m. (New York City time) on the date specified in each Notice of BorrowingClosing Date, each Lender with a Commitment will make available its pro rata portion (determined in accordance with Section 2.08) based on its Commitment, if any, of each Borrowing requested to be made on such date in the manner provided below. All such . (b) Each Lender shall make available all amounts will be made available in Dollars (in it is to fund to the case of Dollar Revolving Loans) or Canadian Dollars (in the case of Canadian Revolving Loans), as the case may be, and Borrower in immediately available funds to the Administrative Agent at the appropriate Payment Office of the Administrative Agent, ’s Office and the Administrative Agent will make available to the relevant Borrower or Borrowers Borrower, by depositing wire transfer to its, or their, relevant an account as directed designated by the respective Borrower or BorrowersBorrower, the aggregate of the amounts so made available by the Lendersin Dollars. Unless the Administrative Agent shall have been notified by any Lender prior to the date of Borrowing Closing Date that such Lender does not intend to make available to the Administrative Agent such Lender’s its 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 date, and the Administrative Agent mayAgent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the relevant Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such 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, therefor the Administrative Agent shall promptly notify the respective Borrower or Borrowers, and, to and the extent such corresponding amount has previously been disbursed to such Borrower or Borrowers, such Borrower or Borrowers shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover on demand from such Lender or such the Borrower or Borrowers, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the respective Borrower or Borrowers until to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to to (i) if recovered from paid by such Lender, the overnight Federal Funds Effective Rate as in effect from time to time for the first three days and the interest rate applicable to Dollar Revolving Loans maintained as Base Rate Loans for each day thereafter and or (ii) if recovered from paid by the respective Borrower or BorrowersBorrower, the then-applicable rate of interest applicable to or fees, calculated in accordance with Section 2.8, for the respective Borrowing, as determined pursuant to Section 2.09. Loans. (c) Nothing in this Section 2.05 2.4 shall be deemed to relieve any Lender from its obligation to make Revolving Loans fulfill its commitments hereunder or to prejudice any rights which that the relevant Borrower or Borrowers may have against any Lender as a result of any failure default by such Lender hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make Revolving Loans required to be made by it fulfill its commitments hereunder).

Disbursement of Funds. (i) No later than 1:00 P.M. 12:00 Noon (New York time) on the date specified in each Notice of BorrowingClosing Date, each Lender with a Commitment will make available its pro rata portion (determined in accordance with Section 2.08) share of each Borrowing the Bridge Loan requested to be made on such date in the manner provided below. All such amounts will shall be made available to Administrative Agent in Dollars (in the case of Dollar Revolving Loans) or Canadian Dollars (in the case of Canadian Revolving Loans), as the case may be, and U.S. dollars in immediately available funds at the appropriate Funding and Payment Office of the Administrative Agent, and the Administrative Agent promptly will make available to the relevant Borrower or Borrowers Company by depositing to its, or their, relevant an account as directed designated by Company at the respective Borrower or Borrowers, Funding and 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 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 mayAgent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the relevant Borrower Company a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such LenderLender and Administrative Agent has made available the same to 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 respective Borrower or BorrowersCompany, and, to the extent such corresponding amount has previously been disbursed to such Borrower or Borrowers, such Borrower or Borrowers and Company shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover on demand from such the Lender or such Borrower or BorrowersCompany, 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 respective Borrower or Borrowers until Company to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to to (ix) if recovered from paid by such Lender, the overnight Federal Funds Effective Rate as in effect from time to time for or (y) if paid by Company, the first three days and then applicable rate of interest on the interest rate applicable to Dollar Revolving Loans maintained as Base Rate Loans for each day thereafter and Loans. (ii) if recovered from the respective Borrower or Borrowers, the rate of interest applicable to the respective Borrowing, as determined pursuant to Section 2.09. Nothing in this Section 2.05 herein shall be deemed to relieve any Lender from its obligation to make Revolving Loans fulfill its Bridge Loan Commitment hereunder or to prejudice any rights which the relevant Borrower or Borrowers Company may have against any Lender as a result of any failure default by such Lender to make Revolving Loans required to be made by it hereunder.