Common use of Disbursement of Funds Clause in Contracts

Disbursement of Funds. All Term Loans and Revolving Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, being understood that no Lender shall be responsible for any default by any other Lender in that other Lender's obligation to make a Loan requested hereunder nor shall the Commitment of any Lender to make the particular Type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender's obligation to make a Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Borrowing pursuant to subsection 2.1B (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender or Swing Line Lender, as the case may be, of the proposed borrowing. Each Lender shall make the amount of its Loan available to Administrative Agent not later than 1:00 P.M. (Boston, Massachusetts time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 2:00 P.M. (Boston, Massachusetts time) on the applicable Funding Date, in each case in same day funds, at the Funding and Payment Office for such Loans. Except as provided in subsection 2.1A(iv) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date) and 4.2 (in the case of all Loans), Administrative Agent shall make the proceeds of such Loans available to Borrower on the applicable Funding Date by causing an amount of same day funds equal to the proceeds of all such Loans received by Administrative Agent from Lenders or Swing Line Lender, as the case may be, to be credited to the account of Borrower at the Funding and Payment Office for such Loans. Unless Administrative Agent shall have been notified by any Lender prior to the Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender's Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Borrower a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent's demand therefor, Administrative Agent shall promptly notify Borrower, and Borrower shall immediately pay such corresponding amount to Administrative Agent together with interest thereon for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Borrower may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and Revolving Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no neither Administrative Agent nor any Lender shall be responsible for any default by any other Lender in that other Lender's ’s obligation to make a Loan requested hereunder nor shall the amount of the Commitment of any Lender to make the particular Type type of Loan requested or Pro Rata Share of any Lender be increased or decreased as a result of a default by any other Lender in that other Lender's ’s obligation to make a Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Borrowing pursuant to subsection 2.1B (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender or for that type of Loan (other than Swing Line Lender, as in the case may be, of a Swing Line Loan) of the proposed borrowing. Each such Lender (other than Swing Line Lender) shall make the amount of its Loan available to Administrative Agent at the Funding and Payment Office not later than 1:00 P.M. 12:00 Noon (Boston, Massachusetts New York City time) on the applicable Funding Date, and in same day funds in Dollars. Swing Line Lender shall make the amount of its Swing Line Loan available directly to Administrative Agent not later than 2:00 P.M. (Boston, Massachusetts time) on the applicable Funding Date, in each case in same day funds, at the Funding and Payment Office for such LoansCompany as provided below. Except as provided in subsection 2.1A(iv2.1A(iii) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date) and 4.2 (in the case of all Loans), Administrative Agent or Swing Line Lender, as the case may be, shall make the proceeds of such Loans available to Borrower Company on the applicable Funding Date by causing an amount of same day funds in Dollars, equal to the proceeds of all such Loans received by Administrative Agent from Lenders or to be disbursed by Swing Line Lender, as the case may beapplicable, to be credited to the account designated by Company in the applicable Notice of Borrower at the Funding and Payment Office for such LoansBorrowing. Unless Administrative Agent shall have been notified by any Lender prior to the a Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender's ’s Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated toto (subject to any separate obligation to fund under the Commitment Letter), make available to Borrower Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent's ’s demand therefor, Administrative Agent shall promptly notify Borrower, Company and Borrower Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Borrower Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and Revolving Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no neither Administrative Agent nor any Lender shall be responsible for any default by any other Lender in that other Lender's obligation to make a Loan requested hereunder nor shall the Commitment of any Lender to make the particular Type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender's obligation to make a Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Borrowing pursuant to subsection 2.1A or subsection 2.1B (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender or Swing Line Lender, as the case may be, of the proposed borrowingborrowing by telefacsimile or electronic mail or by telephone promptly confirmed by telefacsimile or electronic mail. Each Lender shall make the amount of its Loan available to Administrative Agent not later than 1:00 2:00 P.M. (Boston, Massachusetts New York City time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent Borrower not later than 2:00 6:00 P.M. (Boston, Massachusetts New York City time) on the applicable Funding Date, in each case in same day fundsfunds in Dollars, at the Funding and Payment Office for such LoansAdministrative Agent's Office. Except as provided in subsection 2.1A(iv2.1A(iii) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date) and 4.2 (in the case of all Loans), Administrative Agent shall make the proceeds of such Loans available to Borrower on the applicable Funding Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders or Swing Line Lender, as the case may be, to be credited to the an account of Borrower at as specified in the Funding and Payment Office for such Loansapplicable Notice of Borrowing. Unless Administrative Agent shall have been notified by any Lender prior to the Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender's Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Borrower a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent's demand therefor, Administrative Agent shall promptly notify Borrower, Borrower and Borrower shall immediately pay such corresponding amount to Administrative Agent together with interest thereon thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Borrower may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and Revolving Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender's obligation to make a Loan requested hereunder nor shall the Commitment of any Lender to make the particular Type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender's obligation to make a Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Borrowing pursuant to subsection 2.1B (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender or Swing Line Lender, as the case may be, of the proposed borrowing. Each Lender shall make the amount of its Loan available to Administrative Agent in Dollars not later than 1:00 P.M. (Boston, Massachusetts New York City time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 2:00 P.M. (Boston, Massachusetts P.M.(New York City time) on the applicable Funding Date, in each case in same day fundsfunds in Dollars, at the Funding and Payment Office for such Loans. Except as provided in subsection 2.1A(iv2.1A(v) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date) and 4.2 (in the case of all Loans), Administrative Agent shall make the proceeds of such Loans available to Borrower Company on the applicable Funding Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders or Swing Line Lender, as the case may be, to be credited to the account of Borrower Company at the Funding and Payment Office for such Loans. Unless Administrative Agent shall have been notified by any Lender prior to the Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender's Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Borrower Company a corresponding amount in Dollars on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent in Dollars, at the customary rate set by Administrative Agent for the correction of errors among banks Federal Funds Effective Rate for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent's demand therefor, Administrative Agent shall promptly notify BorrowerCompany, and Borrower Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon thereon, all in Dollars, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Borrower Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and Revolving Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no neither Administrative Agent nor any Lender shall be responsible for any default by any other Lender in that other Lender's ’s obligation to make a Loan requested hereunder nor shall the amount of the Commitment of any Lender to make the particular Type type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender's Xxxxxx’s obligation to make a Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Borrowing pursuant to subsection 2.1B Section 2.1(b) (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender for that type of Loan or Swing Line Lender, as the case may be, of the proposed borrowing. Each such Lender (other than Swing Line Lender) shall make the amount of its Loan available to Administrative Agent not later than 1:00 P.M. 12:00 Noon (Boston, Massachusetts New York City time) on the applicable Funding Date, Date in same day funds in Dollars at the Funding and Payment Office. Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent in Dollars not later than 2:00 1:00 P.M. (Boston, Massachusetts New York City time) on the applicable Funding Date, in each case Date in same day funds, funds at the Funding and Payment Office for such LoansOffice. Except as provided in subsection 2.1A(ivSection 2.1(a)(iii) or subsection 3.3B and Section 10.3(b) with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 Section 3.1 (in the case of Loans made on the Closing Effective Date) ), Section 3.2 and 4.2 (in the case of all Loans)Section 3.4, Administrative Agent shall make the proceeds of such Loans available to Borrower Company on the applicable Funding Date by causing an amount of same day funds equal to the proceeds of all such Loans received by Administrative Agent from the Lenders or Swing Line Lender, as the case may be, to be credited to the account of Borrower Company at the Funding and Payment Office for such LoansOffice. Unless Administrative Agent shall have been notified by any Lender prior to the a Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender's Xxxxxx’s Loan requested on such Funding Date, Administrative Agent may assume that such Lender Xxxxxx has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Borrower Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall promptly notify Company and shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent's ’s demand therefor, Administrative Agent shall promptly notify Borrower, Company and Borrower Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C Section 2.1(c) shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Borrower Company may have against any Lender as a result of any default by such Lender hereunderXxxxxx xxxxxxxxx.

Disbursement of Funds. All Term Loans and all Revolving Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender's obligation to make a Loan requested hereunder nor shall the Commitment of any Lender to make the particular Type type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender's obligation to make a Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Borrowing pursuant to subsection 2.1B (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender or Swing Line Lender, as the case may be, of the proposed borrowingborrowing and of the amount of such Lender's Pro Rata Share of the applicable Loans. Each Lender shall make the amount of its Loan available to Administrative Agent not later than 1:00 P.M. 12:00 Noon (Boston, Massachusetts New York time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 2:00 P.M. 12:00 Noon (Boston, Massachusetts New York time) on the applicable Funding Date, in each case in same day funds, at the Funding and Payment Office for such LoansOffice. Except as provided in subsection 2.1A(iv2.1A(iii) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a an honored drawing or payment under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Effective Date) and 4.2 (in the case of all Loans), Administrative Agent shall make the proceeds of such Loans available to Borrower Company on the applicable Funding Date by causing an amount of same day funds equal to the proceeds of all such Loans received by Administrative Agent from Lenders or Swing Line Lender, as the case may be, to be credited to the account of Borrower Company at the Funding and Payment Office for such LoansOffice. Unless Administrative Agent shall have been notified by any Lender prior to the Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender's Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Borrower Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent's demand therefor, Administrative Agent shall promptly notify Borrower, Company and Borrower Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loansapplicable to such Loan. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Borrower Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and Revolving Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender's obligation to make a Loan requested hereunder nor shall the Commitment of any Lender to make the particular Type type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender's obligation to make a Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Borrowing pursuant to subsection 2.1B (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender or Swing Line Lender, as the case may be, of the proposed borrowing. Each Lender shall make the amount of its Loan available to Administrative Agent not later than 1:00 3:30 P.M. (Boston, Massachusetts New York time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 2:00 3:30 P.M. (Boston, Massachusetts New York time) on the applicable Funding Date, in each case in same day fundsfunds in Dollars, at the Funding and Payment Office for such LoansAdministrative Agent's Office. Except as provided in subsection 2.1A(iv) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans the Loans, including the Tranche A Term Loans, that were made on the Closing Date) and 4.2 4.3 (in the case of all Loans), Administrative Agent shall make the proceeds of such Loans available to Borrower Company by 4:00 P.M. on the applicable Funding Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders or Swing Line Lender, as the case may be, to be credited transferred to the account of Borrower Company at the Funding and Payment Office for such LoansOffice. Unless Administrative Agent shall have been notified by any Lender prior to the Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender's Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Borrower Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent's demand therefor, Administrative Agent shall promptly notify Borrower, Company and Borrower Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate applicable to such Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Borrower Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and Revolving Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender's obligation to make a Loan requested hereunder nor shall the Commitment of any Lender to make the particular Type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender's obligation to make a Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Borrowing pursuant to subsection 2.1B (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender or Swing Line Lender, as the case may be, of the proposed borrowing. Each Lender shall make the amount of its Loan available to Administrative Agent in the Applicable Currency not later than 1:00 P.M. (Boston, Massachusetts New York City time) on the applicable Funding DateDate in the case of Loans other than Sterling Loans, and not later than 11:00 A.M. (London time) on the applicable Funding Date in the case of Sterling Loans, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 2:00 P.M. (Boston, Massachusetts P.M.(New York City time) on the applicable Funding Date, in each case in same day fundsfunds in Dollars (or Sterling, in the case of Sterling Loans), at the Funding and Payment Office for such Loans. Except as provided in subsection 2.1A(iv2.1A(v) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date) and 4.2 (in the case of all Loans), Administrative Agent shall make the proceeds of such Loans available to the applicable Borrower on the applicable Funding Date by causing an amount of same day funds in Dollars (or Sterling, in the case of Sterling Loans) equal to the proceeds of all such Loans received by Administrative Agent from Lenders or Swing Line Lender, as the case may be, to be credited to the account of the applicable Borrower at the Funding and Payment Office for such Loans. Unless Administrative Agent shall have been notified by any Lender prior to the Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender's Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to the applicable Borrower a corresponding amount in the Applicable Currency on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent in the Applicable Currency, (i) for amounts in Dollars, at the customary rate set by Administrative Agent for the correction of errors among banks Federal Funds Effective Rate for three Business Days and thereafter at the Base RateRate or (ii) for amounts in Sterling, at Administrative Agent's cost of funds as determined by Administrative Agent and notified to such Lender for amounts in Sterling. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent's demand therefor, Administrative Agent shall promptly notify the applicable Borrower, and the applicable Borrower shall immediately pay such corresponding amount to Administrative Agent together with interest thereon thereon, all in the Applicable Currency, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans in the case of Dollar Loans and at the rate otherwise payable pursuant to subsection 2.2A in the case of Sterling Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that any Borrower may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and Revolving Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no neither Administrative Agent nor any Lender shall be responsible for any default by any other Lender in that such other Lender's ’s obligation to make a Loan requested hereunder nor shall the amount of the Commitment of any Lender to make the particular Type type of Loan requested or Pro Rata Share of any Lender be increased or decreased as a result of a default by any other Lender in that such other Lender's ’s obligation to make a Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Borrowing pursuant to subsection 2.1B (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender for that type of Loan or Swing Line Lender, as the case may be, of the proposed borrowing. Each such Lender (other than Swing Line Lender) shall make the amount of its Loan available to Administrative Agent not later than 1:00 P.M. 12:00 Noon (Boston, Massachusetts New York City time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 2:00 P.M. (Boston, Massachusetts New York City time) on the applicable Funding Date, in each case in same day fundsfunds in Dollars, at the Funding and Payment Office for such LoansOffice. Except as provided in subsection 2.1A(iv2.1A(iii) or and subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date) and 4.2 (in the case of all Loans), Administrative Agent shall make the proceeds of such Loans available to Borrower Company on the applicable Funding Date by causing an amount of same day funds in Dollars, equal to the proceeds of all such Loans received by Administrative Agent from Lenders or Swing Line Lender, as the case may be, to be credited to the account of Borrower Company at the Funding and Payment Office for such LoansOffice. Unless Administrative Agent shall have been notified by any Lender prior to the a Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender's ’s Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Borrower Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent's ’s demand therefor, Administrative Agent shall promptly notify Borrower, Company and Borrower Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Borrower Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Subject to subsection 2.1A(iv), all Term Loans and Revolving Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no neither Administrative Agent nor any Lender shall be responsible for any default by any other Lender in that other Lender's obligation to make a Loan requested hereunder nor shall the Commitment of any Lender to make the particular Type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender's obligation to make a Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Borrowing pursuant to subsection 2.1A or 2.1B (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender or Swing Line Lender, as the case may be, for that Type of Loan of the proposed borrowing. Each such Lender shall make the amount of its Loan available to Administrative Agent at the Administrative Agent's Office not later than 1:00 2:00 P.M. (Boston, Massachusetts New York City time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 2:00 P.M. (Boston, Massachusetts time) on the applicable Funding Date, in each case in same day funds, at the Funding and Payment Office for such Loans. Except as provided in subsection 2.1A(iv) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date) and 4.2 (in the case of all Loans), Administrative Agent shall make the proceeds of such Loans available to Borrower on the applicable Funding Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders or Swing Line Lender, as the case may be, to be credited wire-transferred to the an account of Borrower at as specified in the Funding and Payment Office for such Loansapplicable Notice of Borrowing. Unless Administrative Agent shall have been notified by any Lender prior to the a Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender's Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Borrower a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent's demand therefor, Administrative Agent shall promptly notify Borrower, and Borrower shall immediately pay such corresponding amount to Administrative Agent together with interest thereon thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Borrower may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and Revolving Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender's obligation to make a Loan requested hereunder nor shall the Commitment of any Lender to make the particular Type type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender's obligation to make a Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Borrowing pursuant to subsection 2.1B (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender or Swing Line Lender, as the case may be, of the proposed borrowing. Each Lender shall make the amount of its Loan available to Administrative Agent not later than 1:00 P.M. 12:00 Noon (Boston, Massachusetts San Francisco time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 2:00 P.M. (Boston, Massachusetts P.M.(San Francisco time) on the applicable Funding Date, in each case in same day fundsfunds in Dollars, at the Funding and Payment Office for such LoansOffice. Except as provided in subsection 2.1A(iv) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date) and 4.2 (in the case of all Loans), Administrative Agent shall make the proceeds of such Loans available to Borrower Company on the applicable Funding Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders or Swing Line Lender, as the case may be, to be credited to the account of Borrower Company at the Funding and Payment Office for such LoansOffice. Unless Administrative Agent shall have been notified by any Lender prior to the Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender's Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Borrower Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent Agent, at the customary rate set customarily used by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent's demand therefor, Administrative Agent shall promptly notify Borrower, Company and Borrower Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Borrower Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and Revolving Loans under this Agreement and the Amendment and Restatement Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no (i) the failure of any Lender to make its Pro Rata Share of any Loan shall not relieve any other Lender of its obligations hereunder and (ii) neither Administrative Agent nor any Lender shall be responsible for any default by any other Lender in that other Lender's ’s obligation to make a Loan requested hereunder nor shall the amount of the Commitment of any Lender to make the particular Type type of Loan requested or Pro Rata Share of any Lender be increased or decreased as a result of a default by any other Lender in that other Lender's ’s obligation to make a Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Borrowing pursuant to subsection 2.1B (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender or Swing Line Lender, as the case may be, for that type of Loan of the proposed borrowing. Each such Lender shall make the amount of its Loan available to Administrative Agent at the Funding and Payment Office not later than 1:00 P.M. p.m. (Boston, Massachusetts New York City time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 2:00 P.M. (Boston, Massachusetts time) on the applicable Funding Date, in each case Date in same day fundsfunds in Dollars, at the Funding and Payment Office for such LoansOffice. Except as provided in subsection 2.1A(iv) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Effective Date) and 4.2 (in the case of all Loans), Administrative Agent shall make the proceeds of such Loans available to Borrower Company on the applicable Funding Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders or Swing Line Lender, as the case may be, to be credited to the account designated by Company in the applicable Notice of Borrower at the Funding and Payment Office for such LoansBorrowing. Unless Administrative Agent shall have been notified by any Lender prior to the a Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender's ’s Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Borrower Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent's ’s demand therefor, Administrative Agent shall promptly notify Borrower, Company and Borrower Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Borrower Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and Revolving Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no neither Administrative Agent nor any Lender shall be responsible for any default by any other Lender in that other Lender's ’s obligation to make a Loan requested hereunder nor shall the amount of the Commitment of any Lender to make the particular Type type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender's ’s obligation to make a Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Borrowing pursuant to subsection 2.1B (or telephonic notice in lieu thereof), Administrative Agent shall notify each Revolving Lender or Swing Line Lender, as the case may be, of the proposed borrowing. Each such Lender (other than Swing Line Lender) shall make the amount of its Loan available to Administrative Agent not later than 1:00 P.M. 11:00 A.M. (Boston, Massachusetts San Francisco time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 2:00 P.M. (Boston, Massachusetts San Francisco time) on the applicable Funding Date, in each case in same day fundsfunds in Dollars, at the Funding and Payment Office for such LoansOffice. Except as provided in subsection 2.1A(iv2.1A(ii) or and subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Restatement Date) and 4.2 (in the case of all Loans), Administrative Agent shall make the proceeds of such Loans available to Borrower Company on the applicable Funding Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders or Swing Line Lender, as the case may be, to be credited to the account of Borrower Company at the Funding and Payment Office for such LoansOffice. Unless Administrative Agent shall have been notified by any Lender prior to the a Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender's ’s Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Borrower Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent's ’s demand therefor, Administrative Agent shall promptly notify Borrower, Company and Borrower Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Borrower Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and Revolving Loans under this Agreement shall be made by Term Lenders or Revolving Lenders, as the case may be, simultaneously and proportionately to their respective Pro Rata SharesShares of the applicable Class of Loans being made, it being understood that no neither Administrative Agent nor any Lender shall be responsible for for, nor be relieved from any of their respective obligations hereunder as a result of, any default by any other Lender in that other Lender's ’s obligation to make a Loan requested hereunder nor shall the amount of the Commitment of any Lender to make the particular Type type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender's ’s obligation to make a Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Borrowing pursuant to subsection 2.1B Section 2.1(b) (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender or Swing Line Lender, as the case may be, for that type of Loan of the proposed borrowing. Each such Lender shall make the amount of its Loan available to Administrative Agent not later than 12:00 Noon (New York City time) on (or not later than 1:00 P.M. (Boston, Massachusetts New York City time) on in the case of a same day borrowing) the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 2:00 P.M. (Boston, Massachusetts time) on the applicable Funding Date, in each case Date in same day fundsfunds in Dollars, at the Funding and Payment Office for such LoansOffice. Except as provided in subsection 2.1A(ivSection 3.3(b) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections Section 4.1 (in the case of Loans made on the Closing Date) and and/or Section 4.2 (in the case of all Loans), as applicable, Administrative Agent shall make the proceeds of such Loans available to Borrower on the applicable Funding Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders or Swing Line Lender, as the case may be, to be credited to the account of Borrower at the Funding and Payment Office for such LoansOffice. Unless Administrative Agent shall have been notified by any Lender prior to the a Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender's ’s Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Borrower a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent's ’s demand therefor, Administrative Agent shall promptly notify Borrower, Borrower and Borrower shall immediately pay such corresponding amount to Administrative Agent together with interest thereon thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate with respect to such Loans. Nothing in this subsection 2.1C Section 2.1(c) shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Borrower or any Agent or Lender may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. As of the Closing Date, any Loans outstanding under the Existing Agreement shall be repaid with Loan proceeds disbursed hereunder, with each Lender having funded a portion of such Loan proceeds in an amount equal to its Pro Rata Share thereof, and Borrower shall be obligated under the Existing Agreement to compensate each Lender (as defined in the Existing Agreement) for any amounts payable thereunder with respect to the prepayment of a LIBOR Rate Loan under the Existing Agreement on a day other than the last day of the Interest Period (as defined in the Existing Agreement) applicable thereto. All Term Loans and Revolving Loans under this Agreement shall be made by the Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender's obligation to make a Loan requested hereunder nor shall the Commitment of any Lender to make the particular Type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender's obligation to make a Loan requested hereunder. Promptly after After receipt by Administrative the Agent of a Notice of Borrowing pursuant to subsection 2.1B Section 2.1.2 (or telephonic notice in lieu thereof), Administrative the Agent shall promptly notify (and, if the Notice of Borrowing is received by the Agent by 10:00 A.M. (New York time) on any day, in any event by 2:00 P.M. of such day) each Lender or Swing Line Lender, as the case may be, of the proposed borrowing. Each Lender shall make the amount of its Loan available to Administrative Agent not later than 1:00 P.M. (Bostonthe Agent, Massachusetts time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 2:00 P.M. (Boston, Massachusetts time) on the applicable Funding Date, in each case in same day funds, at the office of the Agent located at One Bankers Trust Plaza, New York, New York, not later than 12:00 Noon (New York time) on the applicable Funding and Payment Office for such LoansDate in same day funds in Dollars. Except as provided in subsection 2.1A(iv) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon Upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 Sections 3.1 (in the case of Loans made on the Closing first Funding Date) and 4.2 3.2 (in the case of all Loans), Administrative the Agent shall make the proceeds of such Loans available to the applicable Borrower on the applicable Funding Date by causing an amount of same day funds (in Dollars) equal to the proceeds of all such Loans received by Administrative the Agent from the Lenders or Swing Line Lender, as the case may be, to be credited transferred to the account designated in the Notice of Borrower at the Funding and Payment Office for such LoansBorrowing. Unless Administrative the Agent shall have been notified by any Lender prior to the Funding Date for any Loans that such Lender does not intend to make available to Administrative the Agent the amount of such Lender's Loan requested on such Funding Date, Administrative the Agent may assume that such Lender has made such amount available to Administrative the Agent on such Funding Date and Administrative the Agent may, in its sole discretion, but shall not be obligated to, make available to Borrower a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative the Agent by such Lender, Administrative the Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent the Agent, at the customary rate set by Administrative Agent for the correction of errors among banks Federal Funds Effective Rate for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative the Agent's demand therefor, Administrative the Agent shall promptly notify Borrower, Borrower and Borrower shall immediately pay such corresponding amount to Administrative the Agent together with interest thereon thereon, for each day from such Funding Date until the date such amount is paid to Administrative the Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C Section 2.3 shall be deemed to relieve any Lender from its obligation to fulfill its Commitments Commitment hereunder or to prejudice any rights that Borrower may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and Revolving Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no neither Administrative Agent nor any Lender shall be responsible for any default by any other Lender in that other Lender's ’s obligation to make a Loan requested hereunder nor shall the Commitment of any Lender to make the particular Type type of Loan requested or Pro Rata Share of any Lender be increased or decreased as a result of a default by any other Lender in that other Lender's ’s obligation to make a Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Borrowing pursuant to subsection 2.1B (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender or for that type of Loan (other than Swing Line Lender, as Lender in the case may be, of a Swing Line Loan borrowing) of the proposed borrowing. Each such Lender (other than Swing Line Lender) shall make the amount of its Loan available to Administrative Agent at the Funding and Payment Office not later than 1:00 P.M. (Boston, Massachusetts New York City time) on the applicable Funding DateDate in same day funds in Dollars, at the Funding and Payment Office. Swing Line Lender shall make the amount of its Swing Line Loan available directly to Administrative Agent not later than 2:00 P.M. (Boston, Massachusetts time) on the applicable Funding Date, in each case in same day funds, at the Funding and Payment Office for such LoansCompany as provided below. Except as provided in subsection 2.1A(iv2.1A(iii) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date) and 4.2 (in the case of all Loans), Administrative Agent or Swing Line Lender, as the case may be, shall make the proceeds of such Loans available to Borrower Company on the applicable Funding Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders or to be disbursed by Swing Line Lender, as the case may beapplicable, to be credited to the account designated by Company in the applicable Notice of Borrower at the Funding and Payment Office for such LoansBorrowing. Unless Administrative Agent shall have been notified by any Lender prior to the a Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender's ’s Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Borrower Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent's ’s demand therefor, Administrative Agent shall promptly notify Borrower, Company and Borrower Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Borrower Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and Revolving Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no neither Administrative Agent nor any Lender shall be responsible for any default by any other Lender in that other Lender's ’s obligation to make a Loan requested hereunder nor shall the amount of the Commitment of any Lender to make the particular Type type of Loan requested or Pro Rata Share of any Lender be increased or decreased as a result of a default by any other Lender in that other Lender's ’s obligation to make a Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Borrowing pursuant to subsection 2.1B (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender or for that type of Loan (other than Swing Line Lender, as in the case may be, of a Swing Line Loan) of the proposed borrowing. Each such Lender (other than Swing Line Lender) shall make the amount of its Loan available to Administrative Agent at the Funding and Payment Office not later than 1:00 P.M. 12:00 Noon (Boston, Massachusetts New York City time) on the applicable Funding Date, and in same day funds in Dollars. Swing Line Lender shall make the amount of its Swing Line Loan available directly to Administrative Agent not later than 2:00 P.M. (Boston, Massachusetts time) on the applicable Funding Date, in each case in same day funds, at the Funding and Payment Office for such LoansCompany as provided below. Except as provided in subsection 2.1A(iv2.1A(iii) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date) and 4.2 (in the case of all Loans), Administrative Agent or Swing Line Lender, as the case may be, shall make the proceeds of such Loans available to Borrower Company on the applicable Funding Date by causing an amount of same day funds in Dollars, equal to the proceeds of all such Loans received by Administrative Agent from Lenders or to be disbursed by Swing Line Lender, as the case may beapplicable, to be credited to the account designated by Company in the applicable Notice of Borrower at the Funding and Payment Office for such LoansBorrowing. Unless Administrative Agent shall have been notified by any Lender prior to the a Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender's ’s Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Borrower Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent's ’s demand therefor, Administrative Agent shall promptly notify Borrower, Company and Borrower Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Borrower Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and Revolving Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no that, except as provided in the succeeding sentence, (i) neither Administrative Agent nor any Lender shall be responsible for any default by any other Lender in that other Lender's ’s obligation to make a Loan requested hereunder nor (ii) shall the amount of the Commitment of any Lender to make the particular Type type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender's ’s obligation to make a Loan requested hereunder. Anything to the contrary herein notwithstanding, if the conditions set forth in subsection 4.2 have been satisfied or waived and any Lender fails to timely make its Pro Rata Share of the Loans requested by Company to be made on the date on which the Merger is scheduled to occur (such Loans, the “Defaulted Loans”), Wxxxx Fargo shall make Loans to Company in an amount equal to the Defaulted Loans. In such event, such Lender which has failed to fund its Loans shall be deemed to have assigned its Commitments to Wxxxx Fargo. No such funding of Defaulted Loans by Wxxxx Fargo shall relieve any Lender that has failed to fund its Loans from liability to Company or Wxxxx Fargo. Promptly after receipt by Administrative Agent of a Notice of Borrowing pursuant to subsection 2.1B (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender for that type of Loan or Swing Line Lender, as the case may be, of the proposed borrowing. Each such Lender (other than Swing Line Lender) shall make the amount of its Loan available to Administrative Agent not later than 1:00 P.M. p.m. (Boston, Massachusetts San Francisco time) on the applicable Funding Date (provided that with respect to Loans made on the Closing Date, such time shall be 10:00 a.m. (San Francisco time), and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 2:00 P.M. p.m. (Boston, Massachusetts San Francisco time) on the applicable Funding Date, in each case in same day fundsfunds in Dollars, at the Funding and Payment Office for such LoansOffice. Except as provided in subsection 2.1A(iv) or and subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 4.2 (in the case of Loans made on the Closing Date) and 4.2 4.3 (in the case of all LoansLoans other than Loans made on the Closing Date), Administrative Agent shall make the proceeds of such Loans available to Borrower Company on the applicable Funding Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders or Swing Line Lender, (and all Loans required to be made by Wxxxx Fargo on the Closing Date as the case may be, a result of Defaulted Loans) to be credited to the account of Borrower Company at the Funding and Payment Office Office; provided, however, that if an Escrow is established pursuant to subsection 4.2N(iii), Administrative Agent, shall deposit in the Escrow proceeds of the Tranche B Term Loans made on the Closing Date in an amount equal to the Cash Merger Consideration that would have been payable in respect of all Dissenting Common Stock (the “Escrowed Term Loans”). The Escrowed Term Loans shall be released from the Escrow on the earlier of (i) the settlement or resolution of the appraisal proceedings with respect to any particular holder of Dissenting Common Stock in proportion to the amount of Dissenting Common Stock for which such Loansresolution or settlement relates and (ii) the one year anniversary of the Closing Date. Unless Administrative Agent shall have been notified by any Lender prior to the a Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender's ’s Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but but, except in the case of Defaulted Loans, shall not be obligated to, make available to Borrower Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent's ’s demand therefor, Administrative Agent shall promptly notify Borrower, Company and Borrower Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans; provided that this sentence shall not apply to Defaulted Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Borrower Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and Revolving Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no neither Administrative Agent nor any Lender shall be responsible for any default by any other Lender in that other Lender's ’s default in its obligation to make a Loan requested hereunder nor shall the amount of the Commitment of any Lender to make the particular Type type of Loan requested or Pro Rata Share of any Lender be increased or decreased as a result of a default by any other Lender in that such other Lender's ’s default in its obligation to make a Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Borrowing pursuant to subsection 2.1B (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender or for that type of Loan (other than Swing Line Lender, as in the case may be, of the proposed borrowinga Swing Line Loan). Each such Lender shall make the amount of its Loan available to Administrative Agent at the Funding and Payment Office not later than 1:00 P.M. (Boston, Massachusetts time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 2:00 P.M. (Boston, Massachusetts New York City time) on the applicable Funding Date, in each case in same day fundsfunds in Dollars. Swing Line Lender, at in the Funding and Payment Office for such Loanscase of a Swing Line Loan, shall make the amount of its Loan available directly to Company as provided below. Except as provided in subsection 2.1A(iv2.1 A(iii) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date) and 4.2 (in the case of all Loans), Administrative Agent or Swing Line Lender, as the case may be, shall make the proceeds of such Loans available to Borrower Company on the applicable Funding Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders or to be disbursed by Swing Line Lender, as the case may beapplicable, to be credited to the account designated by Company in the applicable Notice of Borrower at the Funding and Payment Office for such LoansBorrowing. Unless Administrative Agent shall have been notified by any Lender prior to the a Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender's ’s Pro Rata Share of the Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Borrower Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent's ’s demand therefor, Administrative Agent shall promptly notify Borrower, Company and Borrower Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loansthe applicable Loan. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Borrower Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans As and Revolving Loans under this Agreement when received by Manager or the Hotels, all Gross Revenues from all of the Hotels shall be made deposited into the Bank Accounts and, subject to the terms of SECTIONS 8.1 AND 10.6, applied in the following order of priority to the extent available: (a) First, to pay all Operating Costs; (b) Second, to fund the Reserve Account as required by Lenders simultaneously and proportionately SECTION 5.2 for the previous Fiscal Month; (c) Third, to their respective Pro Rata SharesOwner, being understood that no Lender shall be responsible all accrued but unpaid Owner's First Priority for any default the Fiscal Year to which such Gross Revenues pertain (net of amounts theretofore paid from Gross Revenues by any other Lender in that other Lender's obligation to make a Loan requested hereunder nor shall the Commitment Manager on behalf of any Lender to make the particular Type Owner on account of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender's obligation to make a Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Borrowing pursuant to subsection 2.1B (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender or Swing Line Lender, as the case may be, of the proposed borrowing. Each Lender shall make the amount of its Loan available to Administrative Agent not later than 1:00 P.M. (Boston, Massachusetts time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 2:00 P.M. (Boston, Massachusetts time) on the applicable Funding Date, in each case in same day funds, at the Funding and Payment Office for such Loans. Except debt service due under an Authorized Mortgage as provided in subsection 2.1A(ivSECTION 4.3(c)); (d) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or Fourth, (i) to reimburse Manager for any Issuing Lender amounts advanced by Manager pursuant to SECTION 5.2(d) together with interest on the outstanding amounts thereof at the Interest Rate (determined as of the date of the applicable advance) and (ii) to pay for Capital Replacements which Owner failed to timely fund in violation of SECTION 5.2(d); (e) Fifth, to fund the Reserve Account to the extent that the aggregate amounts previously funded for prior periods is less than the amount required to be funded for such periods pursuant to the terms of SECTION 5.2; (f) Sixth, to Manager, interest at the Interest Rate (determined as of the date of the applicable advance) on any outstanding amounts advanced by Manager pursuant to SECTION 15.2(c); (g) Seventh, to Manager, any accrued but unpaid Base Management Fee for the amount Fiscal Year to which such Gross Revenues pertain but not for any other period; (h) Eighth, to Owner, all accrued but unpaid Owner's Second Priority for the Fiscal Year to which such Gross Revenues pertain but not for any other period (and, without duplication for amounts netted under SECTION 10.1(c), net of a drawing amounts theretofore paid from Gross Revenues by Manager on behalf of Owner on account of debt service due under a Letter of Credit issued by itan Authorized Mortgage as provided in SECTION 4.3(c)); (i) Ninth, upon satisfaction or waiver (commencing in 2007) to Owner, all accrued but unpaid Owner's Percentage Priority for all of the conditions precedent specified Hotels; (j) Tenth, to reimburse Owner for any advances made by Owner to Working Capital; (k) Eleventh, to reimburse Manager for any advances made by Manager to Working Capital in subsections 4.1 excess of the Initial Working Capital; (l) Twelfth, prior to the Severance Date, provided the Guarantor is not in default of any of its obligations under the Guaranty, to reimburse the Guarantor for any unreimbursed payments made by it on account of the Guaranteed Obligations under the Guaranty; PROVIDED, HOWEVER, if the Guarantor shall have Provided Collateral (as defined in the case of Loans made on Guaranty) under the Closing Date) and 4.2 (in Guaranty, then the case of all Loans), Administrative Agent shall make the proceeds of such Loans available amount to Borrower on the applicable Funding Date by causing an amount of same day funds equal be reimbursed to the proceeds of all such Loans received by Administrative Agent from Lenders or Swing Line Lender, as the case may beGuarantor under this SECTION 10.1(l) shall be disbursed to Owner, to be credited held by Owner as collateral for the Guarantor's obligations under the Guaranty until the Outstanding Balance under the Guaranty is equal to zero dollars ($0); PROVIDED FURTHER, however, that any amounts which would otherwise be reimbursed to the account of Borrower at Guarantor shall first be applied to any amount due under the Funding and Payment Office PR Guaranty; (m) Thirteenth, to reimburse Owner for such Loans. Unless Administrative Agent shall have been notified any advances made by any Lender prior Owner or Purchaser to the Funding Date Reserve Account pursuant to SECTION 5.2(c)(iii); (n) Fourteenth, to reimburse Manager for any Loans that such Lender does not intend (i) outstanding advances made by Manager pursuant to make available SECTION 15.2(c) to Administrative Agent the amount of such Lenderextent then due and payable and (ii) other contributions made by 56 it to the Reserve Account other than pursuant to SECTION 5.2(d) or SECTION 5.2(f); (o) Fifteenth, to Owner, all accrued and unpaid Owner's Loan requested on such Funding DateFirst Priority for prior periods; (p) Sixteenth, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date pay Manager accrued but unpaid Base Management Fees for prior periods; (q) Seventeenth, to Owner, all accrued and Administrative Agent mayunpaid Owner's Second Priority for prior periods; and (r) Eighteenth, in its sole discretionto Manager, but shall not be obligated to, make available to Borrower a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent's demand therefor, Administrative Agent shall promptly notify Borrower, and Borrower shall immediately pay such corresponding amount to Administrative Agent together with interest thereon for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Borrower may have against any Lender as a result of any default by such Lender hereunderIncentive Management Fee.

Disbursement of Funds. All Term Loans and or Revolving Loans under this Agreement shall be made by Term Loan Lenders or Revolving Lenders, as the case may be, simultaneously and proportionately to their respective Pro Rata Shares, being understood that no . Neither any Agent nor any Lender shall be responsible for any default by any other Lender in that other Lender's obligation to make a Loan requested hereunder nor shall the Commitment of any Lender to make the particular Type type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender's obligation to make a Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Borrowing pursuant to subsection 2.1B (or telephonic notice in lieu thereof), Administrative Agent shall notify each Term Loan Lender, Revolving Lender or Swing Line Lender, as the case may be, of the proposed borrowing. Each Term Loan Lender and Revolving Lender shall make the amount of its Loan available to Administrative Agent not later than 1:00 P.M. 9:00 A.M. (Boston, Massachusetts San Francisco time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 2:00 P.M. 11:00 A.M. (Boston, Massachusetts San Francisco time) on the applicable Funding Date, in each case in same day fundsfunds in Dollars, at the Funding and Payment Office for such LoansOffice. Except as provided in subsection 2.1A(iv2.1A(ii) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by itCredit, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date) and 4.2 (in the case of all Loans), Administrative Agent shall make the proceeds of such Loans available to Borrower Company on the applicable Funding Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders or Swing Line Lender, as the case may be, to be credited to the account of Borrower Company at the Funding and Payment Office for such LoansOffice. Unless Administrative Agent shall have been notified by any Lender prior to the a Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender's Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Borrower Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent's demand therefor, Administrative Agent shall promptly notify Borrower, Company and Borrower Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Borrower Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and Revolving Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no neither Administrative Agent nor any Lender shall be responsible for any default by any other Lender in that other Lender's ’s obligation to make a Loan requested hereunder nor shall the amount of the Commitment of any Lender to make the particular Type type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender's ’s obligation to make a Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Borrowing pursuant to subsection 2.1B (or telephonic notice in lieu thereof), Administrative Agent shall notify each Revolving Lender or Swing Line Lender, as the case may be, of the proposed borrowing. Each such Lender (other than Swing Line Lender) shall make the amount of its Loan available to Administrative Agent not later than 1:00 P.M. 11:00 A.M. (Boston, Massachusetts San Francisco time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 2:00 P.M. (Boston, Massachusetts San Francisco time) on the applicable Funding Date, in each case in same day fundsfunds in Dollars, at the Funding and Payment Office for such LoansOffice. Except as provided in subsection 2.1A(iv2.1A(ii) or and subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date) and 4.2 (in the case of all Loans), Administrative Agent shall make the proceeds of such Loans available to Borrower Company on the applicable Funding Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders or Swing Line Lender, as the case may be, to be credited to the account of Borrower Company at the Funding and Payment Office for such LoansOffice. Unless Administrative Agent shall have been notified by any Lender prior to the a Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender's ’s Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Borrower Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent's ’s demand therefor, Administrative Agent shall promptly notify Borrower, Company and Borrower Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Borrower Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and Revolving Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender's obligation to make a Loan requested hereunder nor shall the Commitment of any Lender to make the particular Type type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender's obligation to make a Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Borrowing pursuant to subsection 2.1B (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender or Swing Line Lender, as the case may be, be of the proposed borrowing. Each Lender shall make the amount of its Loan available to Administrative Agent not later than 1:00 P.M. 12:00 Noon (Boston, Massachusetts Toronto time) on the applicable Funding Date, and (other than with respect to any Swing Line Loan made without notice from Company pursuant to subsection 2.1B) Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 2:00 P.M. pm (Boston, Massachusetts Toronto time) on the applicable Funding Date, in each case in same day fundsfunds in Dollars, at the Funding and Payment Office for such LoansOffice. Except as provided in subsection 2.1A(iv) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans Loan or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date) and 4.2 (in the case of all Loans), Administrative Agent shall make the proceeds of such Loans available to Borrower Company on the applicable Funding Date by causing an amount of same day funds in Dollars (or with respect to Swing Line Loans only, in Canadian Dollars) equal to the proceeds of all such Loans received by Administrative Agent from Lenders or Swing Line Lender, as the case may be, to be credited to the account of Borrower Company at the Funding and Payment Office for such LoansOffice. Unless Administrative Agent shall have been notified by any Lender prior to the Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender's Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Borrower Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent's demand therefor, Administrative Agent shall promptly notify Borrower, Company and Borrower Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Borrower Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and Revolving Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender's ’s obligation to make a Loan requested hereunder nor shall the Commitment of any Lender to make the particular Type type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender's ’s obligation to make a Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Borrowing pursuant to subsection 2.1B (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender or Swing Line Lender, as the case may be, of the proposed borrowing. Each Lender shall make the amount of its Loan available to Administrative Agent not later than 1:00 3:30 P.M. (Boston, Massachusetts New York time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 2:00 3:30 P.M. (Boston, Massachusetts New York time) on the applicable Funding Date, in each case in same day fundsfunds in Dollars, at the Funding and Payment Office for such LoansAdministrative Agent’s Office. Except as provided in subsection 2.1A(iv2.1A(ii) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of the Loans made on the Closing Date) and 4.2 (in the case of all Loans), Administrative Agent shall make the proceeds of such Loans available to Borrower Company by 4:00 P.M. (New York time) on the applicable Funding Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders or Swing Line Lender, as the case may be, to be credited transferred to the account of Borrower Company at the Funding and Payment Office for such LoansOffice. Unless Administrative Agent shall have been notified by any Lender prior to the Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender's ’s Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Borrower Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent's ’s demand therefor, Administrative Agent shall promptly notify Borrower, Company and Borrower Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate applicable to such Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Borrower Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and Revolving Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender's obligation to make a Loan requested hereunder nor shall the Commitment of any Lender to make the particular Type type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender's obligation to make a Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Borrowing pursuant to subsection 2.1B (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender or Swing Line Lender, as the case may be, of the proposed borrowing. Each Lender shall make the amount of its Loan available to Administrative Agent, in same day funds, at the office of Agent located at One Bankers Trust Plaza, New York, New York, not later than 1:00 3:00 P.M. (Boston, Massachusetts New York time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 2:00 P.M. (Boston, Massachusetts time) on the applicable Funding Date, in each case in same day funds, at the Funding and Payment Office for such Loans. Except as provided in subsection 2.1A(iv) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date), 4.4 (in the case of Loans made on any Acquisition Closing Date) and 4.2 (in the case of all Loans), Administrative Agent shall make the proceeds of such Loans available to Borrower Company on the applicable Funding Date by causing an amount of same day funds equal to the proceeds of all such Loans received by Administrative Agent from Lenders or Swing Line Lender, as the case may be, to be credited to the account of Borrower Company at the Funding and Payment Office for such Loansoffice of Agent specified in the preceding sentence. Unless Administrative Agent shall have been notified by any Lender prior to the Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender's Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Borrower Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent's demand therefor, Administrative Agent shall promptly notify Borrower, Company and Borrower Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Borrower Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. (a) All Term Loans and Revolving Loans under this Agreement monies collected for the Practice by BII pursuant to Section 1.11 above shall be made by Lenders simultaneously deposited into an account (the "Practice Account") with a bank whose deposits are insured with the Federal Deposit Insurance Corporation. The Practice Account shall constitute the sole property of, and proportionately to their respective Pro Rata Sharesshall bear the name of the Practice, being understood that no Lender but BII shall be responsible for any default by any other Lender in that other Lenderhave authority as the Practice's obligation agent to make a Loan requested hereunder nor all disbursements therefrom. BII shall account to the Commitment of any Lender to make Practice monthly for all monies so disbursed from the particular Type of Loan requested be increased or decreased as a result of a default Practice Account. From the funds collected and deposited each month by any other Lender BII in that other Lender's obligation to make a Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Borrowing pursuant to subsection 2.1B (or telephonic notice in lieu thereof)the Practice Account, Administrative Agent shall notify each Lender or Swing Line Lender, as the case may be, of the proposed borrowing. Each Lender BII shall make the amount following disbursements, among others, promptly when payable in the following order: (i) Payment of its Loan available the Service Fee (as hereinafter defined); (ii) All sums due and payable by the Practice as Center Expenses; and (iii) The balance to Administrative Agent not later than 1:00 P.M. (Boston, Massachusetts time) on the applicable Funding DateSurgeons and for compensation payable to the employees of the Practice, and Swing Line Lender shall make all taxes and assessments payable to local, state and Federal governments in connection with the amount employment of its Swing Line Loan available to Administrative Agent not later than 2:00 P.M. such personnel. (Boston, Massachusetts timeb) on In the applicable Funding Date, event that the funds in each case in same day fundsthe Practice Account are, at any time, insufficient to cover current expenses, excluding the Funding payment of compensation to the Surgeons, BII shall notify the Practice and Payment Office for BII shall advance to the Practice the necessary funds to pay such Loans. Except as provided in subsection 2.1A(iv) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender current expenses for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver benefit of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date) and 4.2 (in the case of all Loans), Administrative Agent shall make the proceeds of such Loans available to Borrower on the applicable Funding Date by causing an amount of same day funds equal to the proceeds of all such Loans received by Administrative Agent from Lenders or Swing Line Lender, as the case may be, to be credited to the account of Borrower at the Funding and Payment Office for such LoansPractice. Unless Administrative Agent shall have been notified by any Lender prior to the Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender's Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Borrower a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent's demand therefor, Administrative Agent shall promptly notify Borrower, and Borrower shall immediately pay such corresponding amount to Administrative Agent together with interest thereon for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C Such advances shall be deemed to relieve any Lender be loans to the Practice to be repaid upon such terms as agreed to by the Practice and BII, which indebtedness shall be deemed a Center Expense; provided, however, that the outstanding principal amount of such indebtedness exceeding the amount of total accounts receivable purchased by BII from its obligation the Practice pursuant to fulfill its Commitments hereunder or that certain Agreement and Plan of Reorganization shall bear interest at an annual rate adjusted on the first calendar day of each month to prejudice any rights reflect that Borrower may have against any Lender certain rate from time to time published by the Wall Street Journal as a result the prime rate, as of any default by the last business day of the immediately preceding month for which such Lender hereunderprime rate was published (the "Prime Rate"), plus one percent (1%).

Disbursement of Funds. All Term Loans and Revolving Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no neither Administrative Agent nor any Lender shall be responsible for any default by any other Lender in that other Lender's ’s obligation to make a Loan requested hereunder nor shall the Commitment of any Lender to make the particular Type type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender's ’s obligation to make a Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Borrowing pursuant to subsection 2.1B (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender or Swing Line Lender, as the case may be, for that type of Loan of the proposed borrowing. Each such Lender shall make the amount of its Loan available to Administrative Agent not later than 1:00 P.M. (Boston, Massachusetts time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 2:00 P.M. (Boston, Massachusetts New York City time) on the applicable Funding Date, in each case in same day fundsfunds in Dollars, at the Funding and Payment Office for such LoansOffice. Except as provided in subsection 2.1A(iv2.1A(iii) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by itit and with respect to any Swing Line Loans, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Effective Date) and 4.2 (in the case of all Loans), Administrative Agent shall make the proceeds of such Loans available to Borrower on the applicable Funding Date by causing an amount of in same day funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders or Swing Line LenderLenders. ; provided, however, that, with respect to the Revolving Loans made on the Effective Date, on such date the Administrative Agent shall (i) make available to the Original Administrative Agent, in its capacity as “Administrative Agent” under the case may beExisting Credit Agreement, to be credited to for the account of the Borrower, a portion of the proceeds of such Revolving Loans in an aggregate amount of $39,334,171.51 in immediately available funds, which funds shall be applied by the Original Administrative Agent in accordance with the terms of subsection 1A.1 hereof, and (ii) make available the remaining amount of such Revolving Loans, in immediately available funds, for the account of the Borrower. In the case of Swing Line Loans, upon satisfaction or waiver of the conditions precedent specified in subsection 4.2, Swing Line Lender shall make the amount of its Swing Line Loan available to Borrower at not later than 2:00 P.M. (New York City time) on the applicable Funding Date, in same day funds in Dollars and Payment Office pursuant to the instructions in the Notice of Borrowing for such LoansSwing Line Loan. Unless Administrative Agent shall have been notified by any Lender prior to the a Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender's ’s Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Borrower a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent's ’s demand therefor, Administrative Agent shall promptly notify Borrower, Borrower and Borrower shall immediately pay such corresponding amount to Administrative Agent together with interest thereon thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Borrower may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Subject to subsection 2.1A(iii), all Term Loans and Revolving Loans under this Agreement shall be made by Lenders having a Commitment of that Type simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no neither Administrative Agent nor any Lender shall be responsible for any default by any other Lender in that other Lender's ’s obligation to make a Loan requested hereunder nor shall the Commitment of any Lender to make the particular Type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender's ’s obligation to make a Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Borrowing pursuant to subsection 2.1B (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender or Swing Line Lender, as the case may be, of the proposed borrowing. Each Lender shall make the amount of its Loan available to Administrative Agent not later than 1:00 P.M. (Boston, Massachusetts time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 2:00 P.M. (Boston, Massachusetts New York City time) on the applicable Funding Date, in each case in same day fundsfunds in Dollars, at the Funding and Payment Office for such LoansAdministrative Agent’s Office. Except as provided in subsection 2.1A(iv2.1A(ii) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Effective Date) and 4.2 (in the case of all Loans), Administrative Agent shall promptly upon receipt make the proceeds of such Loans available to Borrower on the applicable Funding Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders or Swing Line Lender, as the case may be, to be credited wire transferred to the account of Borrower at as specified in the Funding and Payment Office for such Loansapplicable Notice of Borrowing. Unless Administrative Agent shall have been notified by any Lender prior to the Funding Date for any applicable Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender's ’s Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Borrower a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent's ’s demand therefor, Administrative Agent shall promptly notify Borrower, Borrower and Borrower shall immediately pay such corresponding amount to Administrative Agent together with interest thereon thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans for such Type of Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Borrower may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and Revolving Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender's obligation to make a Loan requested hereunder nor shall the Commitment of any Lender to make the particular Type type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender's obligation to make a Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Borrowing pursuant to subsection 2.1B (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender or Swing Line Lender, as the case may be, of the proposed borrowing. Each Lender shall make the amount of its Loan available to Administrative Agent not later than 1:00 P.M. 12:00 Noon (Boston, Massachusetts time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 2:00 P.M. (Boston, Massachusetts Los Angeles time) on the applicable Funding Date, in each case in same day fundsfunds in Dollars, at the Funding and Payment Office for such LoansOffice. Except as provided in subsection 2.1A(iv) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any the Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Tender Loans), 4.2 (in the case of Term Loans and Revolving Loans made on the Closing Merger Date) and 4.2 4.3 (in the case of all Loans), Administrative Agent shall make the proceeds of such Loans available to Borrower Company on the applicable Funding Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders or Swing Line Lender, as the case may be, to be credited to the account of Borrower Company at the Funding and Payment Office for such LoansOffice. Unless Administrative Agent shall have been notified by any Lender prior to the Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender's Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Borrower Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent Agent, at the customary rate set by Administrative Agent for the 41 correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent's demand therefor, Administrative Agent shall promptly notify Borrower, Company and Borrower Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Borrower Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and Revolving Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no neither Administrative Agent nor any Lender shall be responsible for any default by any other Lender in that other Lender's obligation to make a Loan requested hereunder nor shall the Commitment of any Lender to make the particular Type type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender's obligation to make a Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Borrowing pursuant to subsection 2.1B (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender for that type of Loan or Swing Line Lender, as the case may be, of the proposed borrowing. Each such Lender shall make the amount of its Loan available to Administrative Agent not later than 1:00 P.M. 11:00 A.M. (Boston, Massachusetts San Francisco time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 2:00 P.M. (Boston, Massachusetts San Francisco time) on the applicable Funding Date, in each case in same day fundsfunds in Dollars, at the Funding and Payment Office for such LoansOffice. Except as provided in subsection 2.1A(iv) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date) and 4.2 (in the case of all Loans), Administrative Agent shall make the proceeds of such Loans available to Borrower Company on the applicable Funding Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders or Swing Line Lender, as the case may be, to be credited to the account of Borrower Company at the Funding and Payment Office for such LoansOffice. Unless Administrative Agent shall have been notified by any Lender prior to the a Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender's Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Borrower Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent's demand therefor, Administrative Agent shall promptly notify Borrower, Company and Borrower Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Borrower Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and Revolving Loans under this Agreement shall be made by Revolving Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no neither any Agent nor any Lender shall be responsible for any default by any other Lender in that other Lender's obligation to make a Loan requested hereunder nor shall the Commitment of any Lender to make the particular Type type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender's obligation to make a Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Borrowing pursuant to subsection 2.1B (or telephonic notice in lieu thereof), Administrative Agent shall notify each Revolving Lender or Swing Line Lender, as the case may be, of the proposed borrowing. Each such Revolving Lender shall make the amount of its Revolving Loan available to Administrative Agent not later than 1:00 2:00 P.M. (Boston, Massachusetts New York City time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 2:00 P.M. (Boston, Massachusetts New York City time) on the applicable Funding Date, in each case in same day fundsfunds in Dollars, at the Funding and Payment Office for such LoansOffice. Except as provided in (i) subsection 2.1A(iv2.1A(ii) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or Swing Line Loans or Revolving Loans used to reimburse any Issuing Lender Administrative Agent for the amount of a drawing any payment under a any Letter of Credit issued Guaranty or (ii) subsection 2.1A(ii)(a) with respect to Swing Line Loans used to pay interest, fees or other expenses that are due and payable under this Agreement or any other Loan Documents and have not been paid by itthe Borrowers or any other Loan Party, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date) and 4.2 (in the case of all Loans), Administrative Agent shall make the proceeds of such Loans available to Borrower on the applicable Funding Date by causing an amount of same day funds equal to the proceeds of all such Loans received by Administrative Agent from Lenders or Swing Line Lender, as the case may be, to be credited to the account of Borrower at the Funding and Payment Office for such Loans. Unless Administrative Agent shall have been notified by any Lender prior to the Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender's Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Borrower a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent's demand therefor, Administrative Agent shall promptly notify Borrower, and Borrower shall immediately pay such corresponding amount to Administrative Agent together with interest thereon for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Borrower may have against any Lender as a result of any default by such Lender hereunder.applicable

Disbursement of Funds. All Term Loans and all Revolving Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender's obligation to make a Loan requested hereunder nor shall the Commitment of any Lender to make the particular Type type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender's obligation to make a Loan requested hereunder. Promptly after receipt by Co-Administrative Agent Agents of a Notice of Borrowing pursuant to subsection 2.1B (or telephonic notice in lieu thereof), Chase Co-Administrative Agent shall notify each Lender or Swing Line Lender, as the case may be, of the proposed borrowingborrowing and of the amount of such Lender's Pro Rata Share of the applicable Loans. Each Lender shall make the amount of its Loan available to Chase Co-Administrative Agent not later than 1:00 P.M. 12:00 Noon (Boston, Massachusetts New York time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Chase Co-Administrative Agent not later than 2:00 P.M. 12:00 Noon (Boston, Massachusetts New York time) on the applicable Funding Date, in each case in same day funds, at the Funding and Payment Office for such LoansOffice. Except as provided in subsection 2.1A(iv) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a an honored drawing or payment under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date) and 4.2 (in the case of all Loans), Chase Co-Administrative Agent shall make the proceeds of such Loans available to Borrower Company on the applicable Funding Date by causing an amount of same day funds equal to the proceeds of all such Loans received by Chase Co-Administrative Agent from Lenders or Swing Line Lender, as the case may be, to be credited to the account of Borrower Company at the Funding and Payment Office for such LoansOffice. Unless Chase Co-Administrative Agent shall have been notified by any Lender prior to the Funding Date for any Loans that such Lender does not intend to make available to Chase Co-Administrative Agent the amount of such Lender's Loan requested on such Funding Date, Chase Co-Administrative Agent may assume that such Lender has made such amount available to Chase Co-Administrative Agent on such Funding Date and Chase Co-Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Borrower Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Chase Co-Administrative Agent by such Lender, Chase Co-Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Chase Co-Administrative Agent Agent, at the customary rate set by Chase Co-Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Chase Co-Administrative Agent's demand therefor, Chase Co-Administrative Agent shall promptly notify Borrower, Company and Borrower Company shall immediately pay such corresponding amount in the to Chase Co-Administrative Agent together with interest thereon thereon, for each day from such Funding Date until the date such amount is paid to Chase Co-Administrative Agent, at the rate payable under this Agreement for Base Rate Loansapplicable to such Loan. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Borrower Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and Revolving Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no neither Administrative Agent nor any Lender shall be responsible for any default by any other Lender in that other Lender's ’s obligation to make a Loan requested hereunder nor shall the amount of the Commitment of any Lender to make the particular Type type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender's ’s obligation to make a Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Borrowing pursuant to subsection 2.1B Section 2.1(b) (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender for that type of Loan or Swing Line Lender, as the case may be, of the proposed borrowing. Each such Lender (other than Swing Line Lender) shall make the amount of its Loan available to Administrative Agent not later than 1:00 P.M. 12:00 Noon (Boston, Massachusetts New York City time) on the applicable Funding Date, Date in same day funds in Dollars at the Funding and Payment Office. Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent in Dollars not later than 2:00 1:00 P.M. (Boston, Massachusetts New York City time) on the applicable Funding Date, in each case Date in same day funds, funds at the Funding and Payment Office for such LoansOffice. Except as provided in subsection 2.1A(ivSection 2.1(a)(iii) or subsection 3.3B and Section 10.3(b) with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 Section 3.1 (in the case of Loans made on the Closing Amendment No. 3 Effective Date) ), Section 3.2 and 4.2 (in the case of all Loans)Section 3.4, Administrative Agent shall make the proceeds of such Loans available to Borrower the Company on the applicable Funding Date by causing an amount of same day funds equal to the proceeds of all such Loans received by Administrative Agent from the Lenders or Swing Line Lender, as the case may be, to be credited to the account of Borrower the Company at the Funding and Payment Office for such LoansOffice. Unless Administrative Agent shall have been notified by any Lender prior to the a Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender's ’s Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Borrower Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall promptly notify Company and shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent's ’s demand therefor, Administrative Agent shall promptly notify Borrower, Company and Borrower Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C Section 2.1(c) shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Borrower Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and Revolving Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no neither Administrative Agent nor any Lender shall be responsible for any default by any other Lender in that other Lender's ’s obligation to make a Loan requested hereunder nor shall the amount of the Commitment of any Lender to make the particular Type type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender's ’s obligation to make a Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Borrowing pursuant to subsection 2.1B (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender for that type of Loan or Swing Line Lender, as the case may be, of the proposed borrowing. Each such Lender (other than Swing Line Lender) shall make the amount of its Loan available to Administrative Agent not later than 1:00 P.M. 11:00 A.M. (Boston, Massachusetts San Francisco time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 2:00 P.M. (Boston, Massachusetts San Francisco time) on the applicable Funding Date, in each case in same day fundsfunds in Dollars, at the Funding and Payment Office for such LoansOffice. Except as provided in subsection 2.1A(iv2.1A(iii) or and subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date) and 4.2 (in the case of all Loans), Administrative Agent shall make the proceeds of such Loans available to Borrower Company on the applicable Funding Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders or Swing Line Lender, as the case may be, to be credited to the account of Borrower Company at the Funding and Payment Office for such LoansOffice. Unless Administrative Agent shall have been notified by any Lender prior to the a Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender's ’s Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Borrower Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent's ’s demand therefor, Administrative Agent shall promptly notify Borrower, Company and Borrower Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Borrower Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and Revolving Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender's obligation to make a Loan requested hereunder nor shall the Restructured Term Loan Commitment of any Lender to make the particular Type type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender's obligation to make a Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Borrowing pursuant to subsection 2.1B (or telephonic notice in lieu thereof), Administrative Agent shall promptly notify each Lender or Swing Line Lender, as the case may be, of the proposed borrowing. Each Lender shall make the amount of its Loan available to Administrative Agent Agent, in same day funds in U.S. Dollars, at the Funding and Payment Office, not later than 1:00 P.M. 11:00 A.M. (Boston, Massachusetts New York time) on the applicable Funding Date, and Swing Line Lender ; provided that no funds shall make the amount of its Swing Line Loan available to Administrative Agent not later than 2:00 P.M. (Boston, Massachusetts time) on the applicable Funding Date, in each case in same day funds, at the Funding and Payment Office for such Loans. Except as provided in subsection 2.1A(iv) or subsection 3.3B be transferred with respect to Revolving the Restructured Term Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by itand, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (and 4.3, such Restructured Term Loans shall be deemed made, and the proceeds deemed applied, in full satisfaction of all amounts of loans, unpaid interest and unpaid letter of credit fees outstanding under the Pre-Petition Credit Agreement and the Post-Default Advances Sublimit of the DIP Credit Agreement as shown on Schedule 2.1. In the case of Loans made on Supplemental Term Loans, upon satisfaction or waiver of the Closing Date) conditions precedent specified in subsections 4.2 and 4.2 (in the case of all Loans)4.3, Administrative Agent shall make the proceeds of such Supplemental Term Loans available to Borrower Company on the applicable Funding Date by causing an amount of same day funds in U.S. Dollars equal to the proceeds of all such Supplemental Term Loans received by Administrative Agent from Lenders or Swing Line Lender, as the case may be, to be credited only to the account of Borrower Company at the Funding and Payment Office for such Office. In the case of Supplemental Term Loans. Unless , unless Administrative Agent shall have been notified by any Lender prior to the Funding Date for any Supplemental Term Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender's Supplemental Term Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Borrower Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent's demand therefor, Administrative Agent shall promptly notify Borrower, Company and Borrower Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments Restructured Term Loan Commitment hereunder or to prejudice any rights that Borrower Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and Revolving Loans under this Agreement shall be made by Lenders having a Commitment of that Type simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender's obligation to make a Loan requested hereunder nor shall the Commitment of any Lender to make the particular Type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender's obligation to make a Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Borrowing pursuant to subsection 2.1B (or telephonic notice in lieu thereof), Administrative Agent shall notify each such Lender or Swing Line Lender, as the case may be, of the proposed borrowing. Each such Lender shall make the amount of its Loan available to Administrative Agent not later than 1:00 P.M. (BostonCharlotte, Massachusetts NC time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 2:00 P.M. (BostonP.M.(Charlotte, Massachusetts NC time) on the applicable Funding Date, in each case in same day fundsfunds in Dollars, at the Funding and Payment Office for such LoansOffice. Except as provided in subsection 2.1A(iv2.1A(v) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Effective Date) and 4.2 (in the case of all Loans), Administrative Agent shall make the proceeds of such Loans available to Borrower Company on the applicable Funding Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders or Swing Line Lender, as the case may be, to be credited to the account of Borrower Company at the Funding and Payment Office for such LoansOffice. Unless Administrative Agent shall have been notified by any Lender prior to the Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender's Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Borrower Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent's demand therefor, Administrative Agent shall promptly notify Borrower, Company and Borrower Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Borrower Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and Revolving Loans (including Offshore Revolving Loans) under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender's obligation to make a Loan requested hereunder nor shall the Commitment of any Lender to make the particular Type type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender's obligation to make a Loan requested hereunderhereunder nor shall any Revolving Lender who is not an Offshore Lender have any obligation to fund an Offshore Revolving Loan, but each such Revolving Lender shall have the obligations with respect to such Offshore Revolving Loans set forth in subsection 2.1A(iii). Promptly after receipt by Administrative Agent of a Notice of Borrowing pursuant to subsection 2.1B (or telephonic notice in lieu thereof), Administrative Agent shall notify each Term Lender, Revolving Lender or Swing Line Offshore Lender, as the case may be, of the proposed borrowing. Each Lender shall make the amount of its Loan other than Offshore Currency Loans available to Administrative Agent not later than 1:00 P.M. 11:00 a.m. (Boston, Massachusetts San Francisco time) on the applicable Funding Date, Date and Swing Line each Offshore Lender shall make the amount of its Swing Line Offshore Currency Loan available to Administrative Sub-Agent not later than 2:00 P.M. (Boston, Massachusetts time) on the applicable Funding Datesuch time as Sub-Agent may specify, in each case in same day fundsfunds in Dollars or, as to Offshore Currency Loans, in the applicable Offshore Currency, at the Funding and Payment Office for such LoansOffice. Except as provided in subsection 2.1A(iv) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date) and 4.2 (in the case of all Loans), Administrative Agent or Sub-Agent shall make the proceeds of such Loans available to the applicable Borrower on the applicable Funding Date by causing an amount of same day funds in Dollars or the applicable Offshore Currency equal to the proceeds of all such Loans received by Administrative Agent from Term Lenders, Revolving Lenders or Swing Line LenderOffshore Lenders, as the case may be, to be credited to the account of the applicable Borrower or such other account as may be specified in writing by such Borrower on the books of BofA at the Funding and Payment Office for such LoansOffice. Unless Administrative Agent or Sub-Agent, as the case may be, shall have been notified by any Lender prior to the Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent or Sub-Agent, as the case may be, the amount of such Lender's Loan requested on such Funding Date, Administrative Agent or Sub-Agent, as the case may be, may assume that such Lender has made such amount available to Administrative Agent or Sub-Agent, as the case may be, on such Funding Date and Administrative Agent or Sub-Agent, as the case may be, may, in its sole discretion, but shall not be obligated to, make available to the applicable Borrower a corresponding amount on such Funding Date. If With respect to Loans other than Offshore Currency Loans, if such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent Agent, at the customary rate set customarily used by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent's demand therefor, Administrative Agent shall promptly notify Borrower, the applicable Borrower and such Borrower shall (subject to such Borrower's right to request additional Loans hereunder equal to such corresponding amount) immediately pay such corresponding amount to Administrative Agent together with interest thereon thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. With respect to Offshore Currency Loans, if such a corresponding amount is not made available to Administrative Agent or Sub-Agent, as the case may be, by such Lender when due but is made available within three Business Days after the date such payment is due, such Lender shall pay to Administrative Agent or Sub-Agent, as the case may be, on demand an amount equal to the product of (i) such amount, times (ii) the Cost of Funds in respect of the related Offshore Currency determined by Administrative Agent or Sub-Agent, as the case may be, during the period from and including the date on which such payment is immediately available to Administrative Agent or Sub-Agent, as the case may be, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If such a corresponding amount is not made available to Administrative Agent or Sub-Agent, as the case may be, by such Lender within three Business Days after the date such payment is due, Administrative Agent or Sub-Agent, as the case may be, shall be entitled to recover from such Lender, on demand, the corresponding amount with interest thereon calculated from such due date at the rate per annum equal to the rate applicable thereto in accordance with the preceding sentence plus the applicable LIBOR Margin (as set forth in subsection 2.2A) in respect of Offshore Revolving Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that such Borrower may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and Revolving Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no neither Administrative Agent nor any Lender shall be responsible for any default by any other Lender in that other Lender's ’s obligation to make a Loan requested hereunder nor shall the amount of the Commitment of any Lender to make the particular Type type of Loan requested or Pro Rata Share of any Lender be increased or decreased as a result of a default by any other Lender in that other Lender's ’s obligation to make a Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Borrowing pursuant to subsection 2.1B (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender or Swing Line Lender, as the case may be, for that type of the proposed borrowingLoan. Each such Lender shall make the amount of its Loan available to Administrative Agent at the Funding and Payment Office not later than 1:00 P.M. 12:00 Noon (Boston, Massachusetts New York City time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 2:00 P.M. (Boston, Massachusetts time) on the applicable Funding Date, in each case Date in same day funds, at the Funding and Payment Office for such Loansfunds in Dollars. Except as provided in subsection 2.1A(iv2.1A(iii) or and subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date) and 4.2 (in the case of all Loans), Administrative Agent shall make the proceeds of such Loans available to Borrower Company on the applicable Funding Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders or Swing Line Lender, as the case may be, to be credited to the account designated by Company in the applicable Notice of Borrower Borrowing. Promptly after receipt by Swing Line Lender of a Notice of Borrowing pursuant to subsection 2.1B (or telephonic notice in lieu thereof), Swing Line Lender shall make the amount of its Swing Line Loan available to Company not later than 2:00 P.M. (New York City time) on the applicable Funding Date, in each case in same day funds in Dollars, at the Swing Line Funding and Payment Office for Office. Except as set forth in subsection 2.1A(iii)(e), Swing Line Lender shall make the proceeds of any Swing Line Loan available to Company on the applicable Funding Date by causing an amount of same day funds, in Dollars, equal to the proceeds of such LoansSwing Line Loan to be credited to the account designated by Company in the applicable Notice of Borrowing. Unless Administrative Agent shall have been notified by any Lender prior to the a Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender's ’s Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Borrower Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent's ’s demand therefor, Administrative Agent shall promptly notify Borrower, Company and Borrower Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Borrower Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans (a) Upon receipt of each Borrowing Request for Refunding Advances or for Revolving Advances, the Liquidity Agent shall give to each Liquidity Lender prompt notice thereof and Revolving Loans under this Agreement of such Liquidity Lender's share of the Borrowing requested thereby. On or before 1:30 p.m., New York City time, on the proposed Borrowing date, each Liquidity Lender shall deposit with the Liquidity Agent same day funds in an amount equal to such Liquidity Lender's Percentage of the requested Borrowing. Such deposit will be made to a segregated trust account (Account No. 102478) established by Lenders simultaneously and proportionately the Liquidity Agent or such other account which the Liquidity Agent shall specify from time to their respective Pro Rata Shares, being understood that no Lender shall be responsible for any default time by any other Lender in that other notice to the Liquidity Lenders. No Liquidity Lender's obligation to make a Loan requested hereunder nor shall the Commitment of any Lender to make the particular Type of Loan requested be increased Revolving Advances or decreased as a result of a default by any other Lender in that other Lender's obligation to make a Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Borrowing pursuant to subsection 2.1B (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender or Swing Line LenderRefunding Advances, as the case may be, of the proposed borrowing. Each Lender shall be diminished by any other Liquidity Lender's failure to make the amount of its Loan available to Administrative Agent not later than 1:00 P.M. (Boston, Massachusetts time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 2:00 P.M. (Boston, Massachusetts time) on the applicable Funding Date, in each case in same day funds, at the Funding and Payment Office for such Loans. Except as provided in subsection 2.1A(iv) any Revolving Advances or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date) and 4.2 (in the case of all Loans), Administrative Agent shall make the proceeds of such Loans available to Borrower on the applicable Funding Date by causing an amount of same day funds equal to the proceeds of all such Loans received by Administrative Agent from Lenders or Swing Line LenderRefunding Advances, as the case may be. (b) Upon receipt of a Borrowing Request for a Swing Line Advance, to be credited to the account of Borrower at the Funding and Payment Office for such Loans. Unless Administrative Liquidity Agent shall have been notified by any give the Swing Line Lender prior to the Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent prompt notice thereof and of the amount of such the Borrowing requested thereby. On or before 1:30 p.m., New York City time, on the date of the proposed Borrowing, the Swing Line Lender shall deposit with the Liquidity Agent same day funds in an amount equal to the requested Borrowing. Such deposit shall be made to an account which the Liquidity Agent shall specify from time to time by notice to the Swing Line Lender's Loan requested on such Funding Date, Administrative . (c) Unless the Liquidity Agent may assume determines that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent mayany condition specified in Section 6.2, in its sole discretionthe case of Revolving Advances, but shall or Section 6.3, in the case of Refunding Advances or Swing Line Advances, has not be obligated tobeen satisfied, make available to Borrower a corresponding amount on such Funding Date. If such corresponding amount is not in fact the Liquidity Agent will remit the aggregate of the amounts of (i) Refunding Advances or Swing Line Advances so made available to Administrative Agent by such Lenderthe Liquidity Lenders (or, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until in the date such amount is paid to Administrative Agent at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent's demand therefor, Administrative Agent shall promptly notify Borrower, and Borrower shall immediately pay such corresponding amount to Administrative Agent together with interest thereon for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Borrower may have against any Lender as a result case of any default Swing Line Advance, the Swing Line Lender) to the Commercial Paper Account, (ii) Commitment Termination Date Liquidity Advances so made available by such Lender hereunderthe Liquidity Lenders to the Termination Advance Account and (iii) Revolving Advances so made available by the Liquidity Lenders to the Collateral Account, in each case not later than 2:30 p.m., New York City time.

Disbursement of Funds. All Term Loans and Revolving Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata SharesShares of the Commitments for the particular Type of Loans requested, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender's obligation to make a Loan requested hereunder nor shall the Commitment of any Lender to make the particular Type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender's obligation to make a Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Borrowing pursuant to subsection 2.1B (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender or Swing Line Lender, as the case may be, of the proposed pro posed borrowing. Each Lender shall make the amount of its Loan available to Administrative Agent not later than 1:00 P.M. 12:00 Noon (Boston, Massachusetts New York City time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 2:00 P.M. (Boston, Massachusetts P.M.(New York City time) on the applicable Funding Date, in each case in same day fundsfunds in Dollars, at the Funding and Payment Office for such LoansOffice. Except as provided in subsection 2.1A(iv) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date) and 4.2 (in the case of all Loans), Administrative Agent shall make the proceeds of such Loans available to Borrower Company on the applicable Funding Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders or Swing Line Lender, as the case may be, to be credited to the account of Borrower Company at the Funding and Payment Office for such LoansOffice. Unless Administrative Agent shall have been notified by any Lender prior to the Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender's Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Borrower Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent's demand therefor, Administrative Agent shall promptly notify Borrower, Company and Borrower Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans of the applicable Type of Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Borrower Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and Each Revolving Loans under this Agreement Loan shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no neither Administrative Agent nor any Lender shall be responsible for any default by any other Lender in that other Lender's ’s obligation to make a Loan requested hereunder nor shall the amount of the Commitment of any Lender to make the particular Type type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender's ’s obligation to make a Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Borrowing pursuant to subsection 2.1B (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender for that type of Loan or Swing Line Lender, as the case may be, of the proposed borrowing. Each such Lender (other than Swing Line Lender) shall make the amount of its Loan available to Administrative Agent not later than 1:00 P.M. (Boston, Massachusetts Los Angeles time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 2:00 12:00 P.M. (Boston, Massachusetts Los Angeles time) on the applicable Funding Date, in each case in same day fundsfunds in Dollars, at the Funding and Payment Office for such LoansOffice. Except as provided in subsection 2.1A(iv2.1A(ii) or and subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date) and 4.2 (in the case of all Loans), Administrative Agent shall make the proceeds of (a) Swing Line Loans available to Borrower by 1:00 P.M. (Los Angeles time) on the applicable Funding Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Swing Line Loans received by Administrative Agent from the Swing Line Lender to be credited to the Designated Account by such time, and (b) all other Loans available to Borrower on the applicable Funding Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders or Swing Line Lender, as the case may be, to be credited to the account of Borrower at the Funding and Payment Office for such LoansDesignated Account. Unless Administrative Agent shall have been notified by any Lender prior to the a Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender's ’s Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Borrower a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent's ’s demand therefor, Administrative Agent shall promptly notify Borrower, Borrower and Borrower shall immediately pay such corresponding amount to Administrative Agent together with interest thereon thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Borrower may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and Revolving Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no neither Administrative Agent nor any Lender shall be responsible for any default by any other Lender in that such other Lender's ’s obligation to make a Loan requested hereunder nor shall the amount of the Commitment of any Lender to make the particular Type type of Loan requested be increased or decreased as a result of a default by any other Lender in that such other Lender's ’s obligation to make a Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Borrowing pursuant to subsection 2.1B (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender for that type of Loan or Swing Line Lender, as the case may be, of the proposed borrowing. Each such Lender (other than Swing Line Lender) shall make the amount of its Loan available to Administrative Agent not later than 1:00 P.M. 12:00 Noon (Boston, Massachusetts New York City time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 2:00 P.M. (Boston, Massachusetts New York City time) on the applicable Funding Date, in each case in same day fundsfunds in Dollars, at the Funding and Payment Office for such LoansOffice. Except as provided in subsection 2.1A(iv2.1A(iii) or and subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date), 4.2 (in the case of Loans made on the Final Redemption Date) and 4.2 4.3 (in the case of all Loans), Administrative Agent shall make the proceeds of such Loans available to Borrower Company on the applicable Funding Date by causing an amount of same day funds in Dollars, equal to the proceeds of all such Loans received by Administrative Agent from Lenders or Swing Line Lender, as the case may be, to be credited to the account of Borrower Company at the Funding and Payment Office for such LoansOffice. Unless Administrative Agent shall have been notified by any Lender prior to the a Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender's ’s Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Borrower Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent's ’s demand therefor, Administrative Agent shall promptly notify Borrower, Company and Borrower Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Borrower Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and all Revolving Loans under this Agreement shall be made by the Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender's obligation to make a Loan requested hereunder nor shall the Commitment of any Lender to make the particular Type type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender's obligation to make a Loan requested hereunder. Promptly after receipt by the Administrative Agent of a Notice of Borrowing pursuant to subsection 2.1B (or telephonic notice in lieu thereof), the Administrative Agent shall notify each Lender or the Swing Line Lender, as the case may be, of the proposed borrowingborrowing and of the amount of such Lender's Pro Rata Share of the applicable Loans. Each Lender shall make the amount of its Loan available to the Administrative Agent not later than 1:00 P.M. pm (Boston, Massachusetts New York time) on the applicable Funding Date, Date and the Swing Line Lender shall make the amount of its Swing Line Loan available to the Administrative Agent not later than 2:00 P.M. (Boston, Massachusetts New York time) on the applicable Funding Date, in each case in same day funds, at the Funding and Payment Office for such LoansOffice. Except as provided in subsection 2.1A(iv) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any the Issuing Lender Bank for the amount of a an honored drawing or payment under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date) and 4.2 (in the case of all Loans), the Administrative Agent shall make the proceeds of such Loans available to Borrower Company on the applicable Funding Date by causing an amount of same day funds equal to the proceeds of all such Loans received by the Administrative Agent from the Lenders or the Swing Line Lender, as the case may be, to be credited to the account of Borrower Company at the Funding and Payment Office for such LoansOffice. Unless the Administrative Agent shall have been notified by any Lender prior to the Funding Date for any Loans that such Lender does not intend to make available to the Administrative Agent the amount of such Lender's Loan requested on such Funding Date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such Funding Date and the Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Borrower Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to the Administrative Agent Agent, at the customary rate set by the Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent's demand therefor, the Administrative Agent shall promptly notify Borrower, Company and Borrower Company shall immediately pay such corresponding amount to the Administrative Agent Agent, together with interest thereon for each day from such Funding Date until the date such amount is paid to the Administrative Agent, Agent at the rate payable under this Agreement for Base Rate Loansapplicable to such Loan. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Borrower Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans (i) Subject to this subsection 2.1C and Revolving subsection 2.1D, all Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their respective applicable Pro Rata Shares, it being understood that no neither Agent nor any Lender shall be responsible for any default by any other Lender in that other Lender's obligation to make a Loan requested hereunder nor shall the Commitment of any Lender to make the particular Type type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender's obligation to make a Loan requested hereunder. Promptly after . (ii) Upon receipt by Administrative Agent of a Notice of Borrowing pursuant to subsection 2.1B (or telephonic notice in lieu thereof) for Revolving Loans that consist of Base Rate Loans and upon satisfaction or waiver of the conditions precedent specified in subsection 4.1 (in the case of Loans made on the Closing Date) and, subject to the provisions set forth in the immediately succeeding paragraph, subsection 4.2 (in the case of all Loans), Administrative Daily Funding Lender shall, without prior notice to the other Lenders, make such Revolving Loans for its own account on the applicable Funding Date (subject to settlement with the other Lenders in accordance with subsection 2.1D) by making the proceeds of such Revolving Loans available to Borrowers on such Funding Date by causing an amount of same day funds equal to the proceeds of such Revolving Loans to be credited to the account of Borrowers at the Funding and Payment Office. Such Revolving Loans shall constitute Revolving Loans by Daily Funding Lender for all purposes under the Loan Documents, subject to settlement with the other Lenders pursuant to subsection 2.1D. All interest accrued on any such Revolving Loans from the date made by Daily Funding Lender to the Settlement Date with respect thereto shall be for Daily Funding Lender's own account. Daily Funding Lender shall make Revolving Loans for its own account pursuant to this subsection 2.1C(ii) notwithstanding the fact that the principal amount of such Revolving Loans, when added to the aggregate principal amount of Daily Funding Lender's Revolving Loans then outstanding, may exceed Daily Funding Lender's Revolving Loan Commitment then in effect; provided that such Revolving Loans shall at all times be -------- Obligations owed to Daily Funding Lender under this Agreement; and provided further that in no event shall the -------- ------- aggregate principal amount of all Revolving Loans, including such Revolving Loans, outstanding at any time exceed the lesser of the Borrowing Base or the aggregate Revolving Loan Commitments then in effect minus the Letter of ----- Credit Usage as of such time. Notwithstanding anything in this Agreement to the contrary, if the conditions precedent specified in subsection 4.2 cannot be fulfilled with respect to any proposed Revolving Loans that consist of Base Rate Loans, Borrowers shall, in its Notice of Borrowing or otherwise, give immediate written notice thereof (specifying the circumstances which prevent the conditions precedent from being fulfilled) to Agent, with a copy to each Lender, and Daily Funding Lender may (and each Lender hereby authorizes Daily Funding Lender to), but is not obligated to, continue to make Revolving Loans that are Base Rate Loans for 20 Business Days from the date Agent first receives such notice, or until sooner instructed by Requisite Lenders to cease making such Revolving Loans (the "Daily Funding Lender Discretionary Period"). Once notice is given by Borrowers that circumstances exist which prevent the conditions precedent to borrowing from being fulfilled, no additional notice with respect to the same circumstances will be effective to commence a new Daily Funding Lender Discretionary Period. (iii) Promptly after receipt by Agent of a Notice of Borrowing pursuant to subsection 2.1B (or telephonic notice in lieu thereof) for any Loans (other than for Revolving Loans that consist of Base Rate Loans), Agent shall notify each Revolving A Lender or Swing Line Revolving B Lender, as the case may be, of the proposed borrowing. Each such Lender shall make the amount of its Loan available to Administrative Agent Agent, in same day funds in Dollars, at the Funding and Payment Office, not later than 1:00 P.M. 12:00 Noon (Boston, Massachusetts New York City time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 2:00 P.M. (Boston, Massachusetts time) on the applicable Funding Date, in each case in same day funds, at the Funding and Payment Office for such Loans. Except as provided in subsection 2.1A(iv) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date) and and, subject to the provisions set forth in the immediately preceding paragraph, 4.2 (in the case of all Loans), Administrative Agent shall make the proceeds of such Loans available to Borrower Borrowers on the applicable Funding Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders or Swing Line Lender, as the case may be, to be credited to the account of Borrower Borrowers at the Funding and Payment Office for such LoansOffice. Unless Administrative Agent shall have been notified by any Lender prior to the Funding Date for any Loans pursuant to this subsection 2.1C that such Lender does not intend to make available to Administrative Agent the amount of such Lender's Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Borrower Borrowers a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent's demand therefor, Administrative Agent shall promptly notify Borrower, Borrowers and Borrower Borrowers shall immediately pay such corresponding amount to Administrative Agent together with interest thereon thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Borrower Borrowers may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and Revolving Loans under this Agreement shall be made by Lenders severally and simultaneously and proportionately in proportion to their respective Pro Rata Shares, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender's ’s obligation to make a Loan requested hereunder nor shall the Commitment of any Lender to make the particular Type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender's ’s obligation to make a Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Borrowing pursuant to subsection Section 2.1B (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender or Swing Line Lender, as the case may be, of the proposed borrowing. Each Lender shall make the amount of its Loan available to Administrative Agent Agent, in same day funds in Dollars, at the Funding and Payment Office, not later than 1:00 P.M. (Boston, Massachusetts Pacific time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 2:00 P.M. (Boston, Massachusetts time) on the applicable Funding Date, in each case in same day funds, at the Funding and Payment Office for such Loans. Except as provided in subsection 2.1A(iv) or subsection Section 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections Sections 4.1 (in the case of the initial Loans made on the Closing Datehereunder) and 4.2 (in the case of all Loans), Administrative Agent shall make the proceeds of such Loans available to Borrower on the applicable Funding Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders or Swing Line Lender, as the case may be, to be credited to the account of Borrower at the Funding and Payment Office for such LoansOffice. Unless Administrative Agent shall have been notified by any Lender prior to the Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender's ’s Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Borrower a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent Agent, at the customary rate set by Administrative Agent for the correction of errors among banks Federal Funds Effective Rate for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent's ’s demand therefor, Administrative Agent shall promptly notify Borrower, Borrower and Borrower shall immediately pay such corresponding amount to Administrative Agent together with interest thereon thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C Section 2.1D shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Borrower may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and Revolving Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender's ’s obligation to make a Loan requested hereunder nor shall the Commitment of any Lender to make the particular Type type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender's ’s obligation to make a Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Borrowing pursuant to subsection 2.1B (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender or Swing Line Lender, as the case may be, of the proposed borrowing. Each Lender shall make the amount of its Loan available to Administrative Agent not later than 1:00 P.M. (Boston, Massachusetts New York City time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 2:00 P.M. (Boston, Massachusetts New York City time) on the applicable Funding Date, in each case in same day fundsfunds in Dollars, at the Funding and Payment Office for such LoansOffice. Except as provided in subsection 2.1A(iv2.1A(iii) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 4.2 (in the case of Loans made on the Closing Term Loan Funding Date) and 4.2 4.3 (in the case of all Revolving Loans and Swing Line Loans), Administrative Agent shall make the proceeds of such Loans available to Borrower Company on the applicable Funding Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders or Swing Line Lender, as the case may be, to be credited to the account of Borrower at the Funding and Payment Office for such LoansCompany. Unless Administrative Agent shall have been notified by any Lender prior to the Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender's ’s Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Borrower Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Alternate Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent's demand thereforwithin three Business Days after such amount should have been made available, Administrative Agent shall promptly notify Borrower, Company and Borrower Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Alternate Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Borrower Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and Revolving Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no neither Administrative Agent nor any Lender shall be responsible for any default by any other Lender in that other Lender's obligation to make a Loan requested hereunder nor shall the Commitment of any Lender to make the particular Type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender's obligation to make a Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Borrowing (except with respect to Swing Line Loans) pursuant to subsection 2.1A or 2.1B (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender or Swing Line Lender, as the case may be, for that Type of Loan of the proposed borrowing. Each such Lender shall make the amount of its Loan available to Administrative Agent at the Administrative Agent's Office not later than 1:00 P.M. 12:00 Noon (Boston, Massachusetts New York City time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 2:00 P.M. (Boston, Massachusetts time) on the applicable Funding Date, in each case in same day funds, at the Funding and Payment Office for such Loans. Except as provided in subsection 2.1A(iv) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date) and 4.2 (in the case of all Loans), Administrative Agent shall make the proceeds of such Loans available to Borrower on the applicable Funding Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders or Swing Line Lender, as the case may be, to be credited wire-transferred to the an account of Borrower at as specified in the applicable Notice of Borrowing. Swing Line Lender shall make the amount of its Swing Line Loan available to Borrower by wire transfer to an account of Borrower as specified in the applicable Notice of Borrowing not later than 2:00 P.M. (New York City time) on the applicable Funding and Payment Office for such LoansDate, in each case in same day funds in Dollars. Unless Administrative Agent shall have been notified by any Lender prior to the a Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender's Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Borrower a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent's demand therefor, Administrative Agent shall promptly notify Borrower, Borrower and Borrower shall immediately pay such corresponding amount to Administrative Agent together with interest thereon thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Borrower may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and Revolving Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no neither Administrative Agent nor any Lender shall be responsible for any default by any other Lender in that other Lender's ’s obligation to make a Revolving Loan requested hereunder nor shall the amount of the Commitment of any Lender to make the particular Type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender's ’s obligation to make a Revolving Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Revolving Borrowing pursuant to subsection 2.1B 2.1A (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender for that Type of Loan or the applicable Swing Line Lender, as the case may be, of the proposed borrowing. Each such Lender (other than the Swing Line Lender making such Swing Line Loan) shall make the amount of its Revolving Loan available to Administrative Agent not later than 1:00 P.M. (Boston, Massachusetts San Francisco time) on the applicable Funding Date, and the applicable Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 2:00 3:00 P.M. (Boston, Massachusetts San Francisco time) on the applicable Funding Date, in each case in same day fundsfunds in Dollars, at the Funding and Payment Office for Office; provided, that when U.S. Bank is the Swing Line Lender it may provide such Loansfunds directly to Company. Except as provided in subsection 2.1A(iv2.1A(ii) or and subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date) and 4.2 (in the case of all Loans)4.2, Administrative Agent shall make the proceeds of such Loans available to Borrower Company on the applicable Funding Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders or Swing Line Lender, as the case may be, to be credited to the account of Borrower Company at the Funding and Payment Office for such LoansOffice. Unless Administrative Agent shall have been notified by any Lender prior to the a Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender's ’s Revolving Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Borrower Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent's ’s demand therefor, Administrative Agent shall promptly notify Borrower, Company and Borrower Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Borrower Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and Revolving Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender's obligation to make a Revolving Loan requested hereunder nor shall the Revolving Loan Commitment of any Lender to make the particular Type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender's obligation to make a Revolving Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Borrowing pursuant to subsection 2.1B (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender or Swing Line Swingline Lender, as the case may be, of the proposed borrowing. Each Lender shall make the amount of its Revolving Loan available to Administrative Agent not later than 1:00 P.M. 12:00 noon (Boston, Massachusetts New York time) on the applicable Funding Date, Date and Swing Line Swingline Lender shall make the amount of its Swing Line Swingline Loan available to Administrative Agent not later than 2:00 P.M. (Boston, Massachusetts New York time) on the applicable Funding Date, in each case in same day funds, at the Funding and Payment Office for such Loansoffice of Administrative Agent located at One Bankers Trust Plaza, New York, New York. Except as provided in subsection 2.1A(iv2.1A(ii) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Swingline Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date) and 4.2 (in the case of all Loans), Administrative Agent shall make the proceeds of such Loans available to Borrower Company on the applicable Funding Date by causing an amount of same day funds equal to the proceeds of all such Loans received by Administrative Agent from Lenders or Swing Line Lender, as the case may be, to be credited to the account of Borrower Company at the Funding and Payment Office for such Loansoffice of Administrative Agent specified in the preceding sentence. Unless Administrative Agent shall have been notified by any Lender prior to the Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender's Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Borrower Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent's demand therefor, Administrative Agent shall promptly notify Borrower, Company and Borrower Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans; PROVIDED, HOWEVER, that Company shall have no additional obligations to pay interest on such amount hereunder. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Borrower Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and Revolving Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no neither Administrative Agent nor any Lender shall be responsible for any default by any other Lender in that other Lender's obligation to make a Loan requested hereunder nor shall the Commitment of any Lender to make the particular Type type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender's obligation to make a Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Borrowing pursuant to subsection 2.1B (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender or Swing Line Lender, as the case may be, for that type of Loan of the proposed borrowing. Each such Lender shall make the amount of its Loan available to Administrative Agent not later than 1:00 P.M. (Boston, Massachusetts time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 2:00 P.M. (Boston, Massachusetts New York City time) on the applicable Funding Date, in each case in same day fundsfunds in Dollars, at the Funding and Payment Office for such LoansOffice. Except as provided in subsection 2.1A(iv2.1A(iii) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by itit and with respect to any Swing Line Loans, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date) and 4.2 (in the case of all Loans), Administrative Agent shall make the proceeds of such Loans available to Borrower on the applicable Funding Date by causing an amount of in same day funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders or Lenders. In the case of Swing Line LenderLoans, as upon satisfaction or waiver of the case may beconditions precedent specified in subsection 4.2, Swing Line Lender shall make the amount of its Swing Line Loan available to be credited Borrower not later than 2:00 P.M. (New York City time) on the applicable Funding Date, in same day funds in Dollars and pursuant to the account instructions in the Notice of Borrower at the Funding and Payment Office Borrowing for such LoansSwing Line Loan. Unless Administrative Agent shall have been notified by any Lender prior to the a Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender's Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Borrower a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent's demand therefor, Administrative Agent shall promptly notify Borrower, Borrower and Borrower shall immediately pay such corresponding amount to Administrative Agent together with interest thereon thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Borrower may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans (a) Upon receipt of each --------------------- Borrowing Request for Refunding Advances or for Revolving Advances, the Liquidity Agent shall give to each Liquidity Lender prompt notice thereof and Revolving Loans under this Agreement of such Liquidity Lender's share of the Borrowing requested thereby. On or before 2:00 p.m., New York City time, on the proposed Borrowing Date, each Liquidity Lender shall deposit with the Liquidity Agent same day funds in an amount equal to such Liquidity Lender's Percentage of the requested Borrowing. Such deposit will be made to a segregated trust account (Account No. 102884, the "Liquidity Lender Account"), established by Lenders simultaneously and proportionately the Liquidity Agent or such other account, which the Liquidity Agent shall specify from time to their respective Pro Rata Shares, being understood that no Lender shall be responsible for any default time by any other Lender in that other notice to the Liquidity Lenders. No Liquidity Lender's obligation to make a Loan requested hereunder nor shall the Commitment of any Lender to make the particular Type of Loan requested be increased Revolving Advances or decreased as a result of a default by any other Lender in that other Lender's obligation to make a Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Borrowing pursuant to subsection 2.1B (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender or Swing Line LenderRefunding Advances, as the case may be, of the proposed borrowing. Each Lender shall be diminished by any other Liquidity Lender's failure to make the amount of its Loan available to Administrative Agent not later than 1:00 P.M. (Boston, Massachusetts time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 2:00 P.M. (Boston, Massachusetts time) on the applicable Funding Date, in each case in same day funds, at the Funding and Payment Office for such Loans. Except as provided in subsection 2.1A(iv) any Revolving Advances or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date) and 4.2 (in the case of all Loans), Administrative Agent shall make the proceeds of such Loans available to Borrower on the applicable Funding Date by causing an amount of same day funds equal to the proceeds of all such Loans received by Administrative Agent from Lenders or Swing Line LenderRefunding Advances, as the case may be. (b) Unless the Liquidity Agent determines that any condition specified in Section 6.02, to be credited in the case of Revolving Advances, or Section 6.03, in the case of Refunding Advances, has not been satisfied, the Liquidity Agent will remit the aggregate of the amounts of (i) Refunding Advances so made available by the Liquidity Lenders to the account of Borrower at Commercial Paper Account, (ii) Commitment Termination Date Liquidity Advances so made available by the Funding and Payment Office for such Loans. Unless Administrative Agent shall have been notified by any Lender prior Liquidity Lenders to the Funding Date for any Loans that such Lender does not intend Termination Advance Account and (iii) Revolving Advances so made available by the Liquidity Lenders to make available to Administrative Agent the amount of such Lender's Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent mayCollateral Account, in its sole discretioneach case not later than 3:00 p.m., but shall not be obligated to, make available to Borrower a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent's demand therefor, Administrative Agent shall promptly notify Borrower, and Borrower shall immediately pay such corresponding amount to Administrative Agent together with interest thereon for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Borrower may have against any Lender as a result of any default by such Lender hereunderNew York City time.

Disbursement of Funds. All Term Loans and Revolving Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender's obligation to make a Loan requested hereunder nor shall the Commitment of any Lender to make the particular Type type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender's obligation to make a Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Borrowing pursuant to subsection 2.1B (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender or Swing Line Lender, as the case may be, of the proposed borrowing. Each Lender shall make the amount of its Loan available to Administrative Agent not later than 1:00 P.M. 12:00 Noon (Boston, Massachusetts New York City time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 2:00 P.M. (Boston, Massachusetts P.M.(New York City time) on the applicable Funding Date, in each case in same day fundsfunds in Dollars, at the Funding and Payment Office for such LoansOffice. Except as provided in subsection 2.1A(iv2.1A(iii) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date) and 4.2 (in the case of all Loans), Administrative Agent shall make the proceeds of such Loans available to Borrower Company on the applicable Funding Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders or Swing Line Lender, as the case may be, to be credited to the account of Borrower Company at the Funding and Payment Office for such LoansOffice. Unless Administrative Agent shall have been notified by any Lender prior to the Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender's Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Borrower Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Alternate Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent's demand thereforwithin three Business Days after such amount should have been made available, Administrative Agent shall promptly notify Borrower, Company and Borrower Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Alternate Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Borrower Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and Revolving Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no neither Administrative Agent nor any Lender shall be responsible for any default by any other Lender in that other Lender's ’s obligation to make a Revolving Loan requested hereunder nor shall the amount of the Commitment of any Lender to make the particular Type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender's ’s obligation to make a Revolving Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Revolving Borrowing pursuant to subsection 2.1B 2.1A (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender for that Type of Loan or Swing Line Lender, as the case may be, of the proposed borrowing. Each such Lender (other than Swing Line Lender) shall make the amount of its Revolving Loan available to Administrative Agent not later than 1:00 P.M. (Boston, Massachusetts Minneapolis time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 2:00 4:30 P.M. (Boston, Massachusetts Minneapolis time) on the applicable Funding Date, in each case in same day fundsfunds in Dollars, at the Funding and Payment Office for such LoansOffice. Except as provided in subsection 2.1A(iv2.1A(ii) or and subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date) and 4.2 (in the case of all Loans)4.2, Administrative Agent shall make the proceeds of such Revolving Loans available to Borrower Company on the applicable Funding Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Revolving Loans received by Administrative Agent from Lenders or Swing Line Lender, as the case may be, to be credited to the account of Borrower Company at the Funding and Payment Office for such LoansOffice. Unless Administrative Agent shall have been notified by any Lender prior to the a Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender's ’s Revolving Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Borrower Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent's ’s demand therefor, Administrative Agent shall promptly notify Borrower, Company and Borrower Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Borrower may have against any Lender as a result of any default by such Lender hereunder.interest

Disbursement of Funds. All Term Loans and Revolving Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no neither Administrative Agent nor any Lender shall be responsible for any default by any other Lender in that other Lender's ’s obligation to make a Loan requested hereunder nor shall the Commitment of any Lender to make the particular Type type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender's ’s obligation to make a Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Borrowing pursuant to subsection 2.1B (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender for that type of Loan or Swing Line Lender, as the case may be, of the proposed borrowing. Each such Lender (other than Swing Line Lender) shall make the amount of its Loan available to Administrative Agent not later than 1:00 P.M. (Boston, Massachusetts New York City time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 2:00 P.M. (Boston, Massachusetts New York City time) on the applicable Funding Date, in each case in same day fundsfunds in Dollars, at the Funding and Payment Office for such LoansOffice. Except as provided in subsection 2.1A(iv2.1A(iii) or and subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date) and 4.2 (in the case of all Loans), Administrative Agent shall make the proceeds of such Loans available to Borrower Company on the applicable Funding Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders or Swing Line Lender, as the case may be, to be credited to the account of Borrower Company at the Funding and Payment Office for such LoansOffice. Unless Administrative Agent shall have been notified by any Lender prior to the a Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender's ’s Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Borrower Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent's ’s demand therefor, Administrative Agent shall promptly notify Borrower, Company and Borrower Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Borrower Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and all Revolving Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender's obligation to make a Loan requested hereunder nor shall the Commitment of any Lender to make the particular Type type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender's obligation to make a Loan requested hereunder. Promptly after receipt by Co-Administrative Agent Agents of a Notice of Borrowing pursuant to subsection 2.1B (or telephonic notice in lieu thereof), Chase Co-Administrative Agent shall notify each Lender or Swing Line Lender, as the case may be, of the proposed borrowingborrowing and of the amount of such Lender's Pro Rata Share of the applicable Loans. Each Lender shall make the amount of its Loan available to Chase Co- Administrative Agent not later than 1:00 P.M. 12:00 Noon (Boston, Massachusetts New York time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Chase Co-Administrative Agent not later than 2:00 P.M. 12:00 Noon (Boston, Massachusetts New York time) on the applicable Funding Date, in each case in same day funds, at the Funding and Payment Office for such LoansOffice. Except as provided in subsection 2.1A(iv) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a an honored drawing or payment under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Effective Date), 4.2 (in the case of Accelerated Acquisition Loans), 4.3 (in the case of NSA Acquisition Loans) and 4.2 4.4 (in the case of all Loans), Administrative Chase Co-Administra- tive Agent shall make the proceeds of such Loans available to Borrower Company on the applicable Funding Date by causing an amount of same day funds equal to the proceeds of all such Loans received by Chase Co-Administrative Agent from Lenders or Swing Line Lender, as the case may be, to be credited to the account of Borrower Company at the Funding and Payment Office for such LoansOffice. Unless Chase Co-Administrative Agent shall have been notified by any Lender prior to the Funding Date for any Loans that such Lender does not intend to make available to Chase Co-Administrative Agent the amount of such Lender's Loan requested on such Funding Date, Chase Co-Administrative Agent may assume that such Lender has made such amount available to Chase Co-Administrative Agent on such Funding Date and Chase Co-Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Borrower Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Chase Co- Administrative Agent by such Lender, Chase Co-Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Chase Co-Administrative Agent Agent, at the customary rate set by Chase Co-Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Chase Co-Administrative Agent's demand therefor, Chase Co-Administrative Agent shall promptly notify Borrower, Company and Borrower Company shall immediately pay such corresponding amount in the to Chase Co-Administrative Agent together with interest thereon thereon, for each day from such Funding Date until the date such amount is paid to Chase Co-Administrative Agent, at the rate payable under this Agreement for Base Rate Loansapplicable to such Loan. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Borrower Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and Revolving Loans (other than Swing Line Loans) under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata SharesShares of the Tranche A Term Loan Commitment, the Tranche B Term Loan Commitment, the Tranche C Term Loan Commitment, the Working Capital Loan Commitment and the Acquisition Loan Commitment, as the case may be, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender's obligation to make a Loan requested hereunder nor shall the Commitment of any Lender to make the particular Type type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender's obligation to make a Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Borrowing pursuant to subsection 2.1B (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender or Swing Line Lender, as the case may be, of the proposed borrowing. Each Lender shall make the amount of its Loan available to Administrative Agent not later than 1:00 P.M. (Boston, Massachusetts time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 2:00 P.M. (Boston, Massachusetts Chicago time) on the applicable Funding Date, in each case in same day fundsfunds in Dollars, at the Funding and Payment Office for such LoansOffice. Except as provided in subsection 2.1A(iv) or subsection 3.3B with respect to Revolving Working Capital Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date) and ), 4.2 (in the case of Loans made on the Merger Date), 4.3 (in the case of Acquisition Loans) and 4.4 (in the case of all LoansLoans (other than Tranche A Term Loans made on the Merger Date)), Administrative Agent shall make the proceeds of such Loans available to Borrower Company on the applicable Funding Date by 2:00 P.M. (Chicago time), by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders or Swing Line Lender, as the case may be, to be credited to the account of Borrower Company at the Funding and Payment Office for such LoansOffice. Unless Administrative Agent shall have been notified by any Lender prior to the Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender's Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Borrower Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent Agent, at the customary rate set by Administrative Agent for the correction of errors among banks Federal Funds Effective Rate for three Business Days and thereafter at the Base Rateinterest rate applicable to the relevant Loan. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent's demand therefor, Administrative Agent shall promptly notify Borrower, Company and Borrower Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate LoansLoans of the type made on the Funding Date on which, and with respect to which, Administrative Agent made available such amount. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Borrower Company may have against any Lender as a result of any default by such Lender hereunder. Unless Administrative Agent shall have been notified by Company prior to the date on which it is scheduled to make payment to Administrative Agent of a payment of principal, interest or fees to Administrative Agent for the account of Lenders that Company does not intend to make available to Administrative Agent such amount on such date, Administrative Agent may assume that Company has made such amount available to Administrative Agent on such date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Lenders a corresponding amount on such date. If such corresponding amount is not in fact made available to Administrative Agent by Company, Administrative Agent shall be entitled to recover such corresponding amount on demand from Company together with interest thereon, for each day from such scheduled payment until the date such amount is paid to Administrative Agent, at the interest rate applicable to the relevant Loan. If Company does not pay such corresponding amount forthwith upon Administrative Agent's demand therefor, Administrative Agent shall promptly notify Lenders and Lenders shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from the scheduled payment date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Loans of the type made on such scheduled payment date on which, and with respect to which, Administrative Agent made available such amount.

Disbursement of Funds. All Subject to subsection 2.1A(vi), all Term Loans and Revolving Loans under this Agreement shall be made by Lenders having a Commitment of that Type simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender's obligation to make a Loan requested hereunder nor shall the Commitment of any Lender to make the particular Type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender's obligation to make a Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Borrowing pursuant to subsection 2.1B (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender or Swing Line Lender, as the case may be, of the proposed borrowing. Each Lender shall make the amount of its Loan available to Administrative Agent not later than 1:00 P.M. (Boston, Massachusetts New York City time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 2:00 1:00 P.M. (Boston, Massachusetts New York City time) on the applicable Funding Date, in each case in same day fundsfunds in Dollars, at the Funding and Payment Office for such LoansOffice. Except as provided in subsection 2.1A(iv2.1A(v) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Effective Date) and 4.2 (in the case of all Loans), Administrative Agent shall promptly upon receipt make the proceeds of such Loans available to Borrower Company on the applicable Funding Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders or Swing Line Lender, as the case may be, to be credited to the account of Borrower Company at the Funding and Payment Office for such LoansOffice. Unless Administrative Agent shall have been notified by any Lender prior to the Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender's Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Borrower Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent's demand therefor, Administrative Agent shall promptly notify Borrower, Company and Borrower Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Borrower Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and Revolving Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender's obligation to make a Loan requested hereunder nor shall the Commitment of any Lender to make the particular Type type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender's obligation to make a Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Borrowing pursuant to subsection 2.1B (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender or Swing Line Lender, as the case may be, of the proposed borrowing. Each Lender shall make the amount of its Loan available to Administrative Agent not later than 1:00 P.M. (Boston, Massachusetts New York City time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 2:00 P.M. (Boston, Massachusetts New York City time) on the applicable Funding Date, in each case in same day fundsfunds in Dollars, at the Funding and Payment Office for such LoansOffice. Except as provided in subsection 2.1A(iv2.1A(iii) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Restatement Effective Date) and 4.2 (in the case of all Loans), Administrative Agent shall make the proceeds of such Loans available to Borrower on the applicable Funding Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders or Swing Line Lender, as the case may be, to be credited to the account account(s) of Borrower at the Funding and Payment Office for such LoansOffice. Unless Administrative Agent shall have been notified by any Lender prior to the Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender's Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Borrower a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent's demand therefor, Administrative Agent shall promptly notify Borrower, Borrower and Borrower shall agrees to pay immediately pay such corresponding amount to Administrative Agent together with interest thereon thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement of interest then applicable to the Loan for Base Rate Loanswhich Administrative Agent has demanded payment. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Borrower may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans (i) Subject to this subsection 2.1C and Revolving subsection 2.1D, all Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no neither Agent nor any Lender shall be responsible for any default by any other Lender in that other Lender's obligation to make a Loan requested hereunder nor shall the Commitment of any Lender to make the particular Type type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender's obligation to make a Loan requested hereunder. Promptly after . (ii) Upon receipt by Administrative Agent of a Notice of Borrowing pursuant to subsection 2.1B (or telephonic notice in lieu thereof) for Revolving Loans that consist of Base Rate Loans and upon satisfaction or waiver of the conditions precedent specified in subsection 4.1 (in the case of Loans made on the Closing Date) and, subject to the provisions set forth in the immediately succeeding paragraph, subsection 4.2 (in the case of all Loans), Administrative Daily Funding Lender shall, without prior notice to the other Lenders, make such Revolving Loans for its own account on the applicable Funding Date (subject to settlement with the other Lenders in accordance with subsection 2.1D) by making the proceeds of such Revolving Loans available to Company on such Funding Date by causing an amount of same day funds equal to the proceeds of such Revolving Loans to be credited to the account of Company at the Funding and Payment Office. Such Revolving Loans shall constitute Revolving Loans by Daily Funding Lender for all purposes under the Loan Documents, subject to settlement with the other Lenders pursuant to subsection 2.1D. All interest accrued on any such Revolving Loans from the date made by Daily Funding Lender to the Settlement Date with respect thereto shall be for Daily Funding Lender's own account. Daily Funding Lender shall make Revolving Loans for its own account pursuant to this subsection 2.1C(ii) notwithstanding the fact that the principal amount of such Revolving Loans, when added to the aggregate principal amount of Daily Funding Lender's Revolving Loans then outstanding, may exceed Daily Funding Lender's Revolving Loan Commitment then in effect; provided that such Revolving Loans shall at -------- all times be Obligations owed to Daily Funding Lender under this Agreement; and provided further that in no event shall the aggregate -------- ------- principal amount of all Revolving Loans, including such Revolving Loans, outstanding at any time exceed the aggregate Revolving Loan Commitments then in effect minus the Letter of Credit Usage as of such ----- time. Notwithstanding anything in this Agreement to the contrary, if the conditions precedent specified in subsection 4.2 cannot be fulfilled with respect to any proposed Revolving Loans that consist of Base Rate Loans, Company shall, in its Notice of Borrowing or otherwise, give immediate written notice thereof (specifying the circumstances which prevent the conditions precedent from being fulfilled) to Agent, with a copy to each Lender, and Daily Funding Lender may (and each Lender hereby authorizes Daily Funding Lender to), but is not obligated to, continue to make Revolving Loans that are Base Rate Loans for 20 Business Days from the date Agent first receives such notice, or until sooner instructed by Requisite Lenders to cease making such Revolving Loans (the "Daily Funding Lender Discretionary Period"). Once notice is given by Company that circumstances exist which prevent the conditions precedent to borrowing from being fulfilled, no additional notice with respect to the same circumstances will be effective to commence a new Daily Funding Lender Discretionary Period. (iii) Promptly after receipt by Agent of a Notice of Borrowing pursuant to subsection 2.1B (or telephonic notice in lieu thereof) for any Loans (other than for Revolving Loans that consist of Base Rate Loans), Agent shall notify each Lender or Swing Line Lender, as the case may be, of the proposed borrowing. Each Lender shall make the amount of its Loan available to Administrative Agent Agent, in same day funds in Dollars, at the Funding and Payment Office, not later than 1:00 P.M. 12:00 Noon (Boston, Massachusetts time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 2:00 P.M. (Boston, Massachusetts New York City time) on the applicable Funding Date, in each case in same day fundsfunds in Dollars, at the Funding and Payment Office for such LoansOffice. Except as provided in subsection 2.1A(iv) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date) and and, subject to the provisions set forth in the immediately preceding paragraph, 4.2 (in the case of all Loans), Administrative Agent shall make the proceeds of such Loans available to Borrower Company on the applicable Funding Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders or Swing Line Lender, as the case may be, to be credited to the account of Borrower Company at the Funding and Payment Office for such LoansOffice. Unless Administrative Agent shall have been notified by any Lender prior to the Funding Date for any Loans pursuant to this subsection 2.1C that such Lender does not intend to make available to Administrative Agent the amount of such Lender's Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Borrower Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent's demand therefor, Administrative Agent shall promptly notify Borrower, Company and Borrower Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Borrower Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and Revolving Loans under this Agreement and the Amendment and Restatement Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no (i) the failure of any Lender to make its Pro Rata Share of any Loan shall not relieve any other Lender of its obligations hereunder and (ii) neither Administrative Agent nor any Lender shall be responsible for any default by any other Lender in that other Lender's ’s obligation to make a Loan requested hereunder nor shall the amount of the Commitment of any Lender to make the particular Type type of Loan requested or Pro Rata Share of any Lender be increased or decreased as a result of a default by any other Lender in that other Lender's ’s obligation to make a Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Borrowing pursuant to subsection 2.1B (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender or Swing Line Lender, as the case may be, for that type of Loan of the proposed borrowing. Each such Lender shall make the amount of its Loan available to Administrative Agent at the Funding and Payment Office not later than 1:00 P.M. 3:00 p.m. (Boston, Massachusetts New York City time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 2:00 P.M. (Boston, Massachusetts time) on the applicable Funding Date, in each case Date in same day fundsfunds in Dollars, at the Funding and Payment Office for such LoansOffice. Except as provided in subsection 2.1A(iv) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Effective Date) and 4.2 (in the case of all Loans), Administrative Agent shall make the proceeds of such Loans available to Borrower Company on the applicable Funding Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders or Swing Line Lender, as the case may be, to be credited to the account designated by Company in the applicable Notice of Borrower at the Funding and Payment Office for such LoansBorrowing. Unless Administrative Agent shall have been notified by any Lender prior to the a Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender's ’s Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Borrower Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent's ’s demand therefor, Administrative Agent shall promptly notify Borrower, Company and Borrower Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Borrower Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Tranche A Loans and Revolving Tranche B Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no neither Administrative Agent nor any Lender shall be responsible for any default by any other Lender in that other Lender's obligation to make a the particular type of Loan requested hereunder nor shall the Commitment of any Lender to make the particular Type type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender's obligation to make a Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Borrowing pursuant to subsection 2.1B 2.1C (or telephonic notice in lieu thereof)) or a notice deemed to be a Notice of Borrowing pursuant to subsection 2.1B, Administrative Agent shall notify each Lender or Swing Line Lender, as the case may be, of the proposed borrowing. Each such Lender shall make the amount of its Tranche A Loan available to Administrative Agent not later than 1:00 P.M. 12:00 Noon (Boston, Massachusetts time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 2:00 P.M. (Boston, Massachusetts New York City time) on the applicable Funding Date, in each case in same day fundsfunds in Dollars, at the Funding and Payment Office for such LoansOffice. Except as provided in subsection 2.1A(iv) or 2.1B with respect to Tranche A Loss Sharing Loans and subsection 3.3B with respect to Revolving Tranche A Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Tranche A Loans made on the Closing Date) and 4.2 (in the case of all Tranche A Loans), Administrative Agent shall make the proceeds of such Tranche A Loans available to Borrower Borrowers on the applicable Funding Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Tranche A Loans received by Administrative Agent from Lenders or Swing Line Lender, as the case may be, to be credited to the account of Borrower Borrowers at the Funding and Payment Office for such Office. Except with respect to Tranche A Loss Sharing Loans. Unless , unless Administrative Agent shall have been notified by any Lender prior to the a Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender's Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Borrower Borrowers a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent's demand therefor, Administrative Agent shall promptly notify Borrower, Borrowers and Borrower Borrowers shall immediately pay such corresponding amount to Administrative Agent together with interest thereon thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C 2.1D shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Borrower Borrowers may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and Revolving Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender's obligation to make a Loan requested hereunder nor shall the Commitment of any Lender to make the particular Type type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender's obligation to make a Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Borrowing pursuant to subsection 2.1B (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender or Swing Line Lender, as the case may be, of the proposed borrowing. Each Lender shall make the amount of its Loan available to Administrative Agent not later than 1:00 P.M. (Boston, Massachusetts New York City time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 2:00 P.M. (Boston, Massachusetts New York City time) on the applicable Funding Date, in each case in same day fundsfunds in Dollars, at the Funding and Payment Office for such LoansOffice. Except as provided in subsection 2.1A(iv) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 4.2 (in the case of Loans made on the Closing Effective Date) and 4.2 4.3 (in the case of all Loans), Administrative Agent shall make the proceeds of such Loans available to Borrower Company on the applicable Funding Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders or Swing Line Lender, as the case may be, to be credited to the account of Borrower Company at the Funding and Payment Office for such LoansOffice. Unless Administrative Agent shall have been notified by any Lender prior to the Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender's Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Borrower Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent's demand therefor, Administrative Agent shall promptly notify Borrower, Company and Borrower Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Borrower Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and all Revolving Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender's obligation to make a Loan requested hereunder nor shall the Commitment of any Lender to make the particular Type type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender's obligation to make a Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Borrowing pursuant to subsection 2.1B (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender or Swing Line Lender, as the case may be, of the proposed borrowingborrowing and of the amount of such Lender's Pro Rata Share of the applicable Loans. Each Lender shall make the amount of its Loan available to Administrative Agent not later than 1:00 P.M. 12:00 Noon (Boston, Massachusetts New York time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 2:00 P.M. (Boston, Massachusetts New York time) on the applicable Funding Date, in each case in same day funds, at the Funding and Payment Office for such LoansOffice. Except as provided in subsection 2.1A(iv) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a an honored drawing or payment under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Effective Date) and 4.2 (in the case of all Loans), Administrative Agent shall make the proceeds of such Loans available to Borrower Company on the applicable Funding Date by causing an amount of same day funds equal to the proceeds of all such Loans received by Administrative Agent from Lenders or Swing Line Lender, as the case may be, to be credited to the account of Borrower Company at the Funding and Payment Office for such LoansOffice. Unless Administrative Agent shall have been notified by any Lender prior to the Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender's Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Borrower Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent's demand therefor, Administrative Agent shall promptly notify Borrower, Company and Borrower Company shall immediately pay such corresponding amount to Administrative Agent Agent, together with interest thereon for each day from such Funding Date until the date such amount is paid to Administrative Agent, Agent at the rate payable under this Agreement for Base Rate Loansapplicable to such Loan. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Borrower Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and Revolving Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no neither Administrative Agent nor any Lender shall be responsible for any default by any other Lender in that other Lender's ’s obligation to make a Loan requested hereunder nor shall the amount of the Commitment of any Lender to make the particular Type type of Loan requested or Pro Rata Share of any Lender be increased or decreased as a result of a default by any other Lender in that other Lender's ’s obligation to make a Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Borrowing pursuant to subsection 2.1B (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender or Swing Line Lender, as the case may be, for that type of the proposed borrowingLoan. Each such Lender shall make the amount of its Loan available to Administrative Agent at the Funding and Payment Office not later than 1:00 P.M. 12:00 Noon (Boston, Massachusetts New York City time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 2:00 P.M. (Boston, Massachusetts time) on the applicable Funding Date, in each case Date in same day funds, at the Funding and Payment Office for such Loansfunds in Dollars. Except as provided in subsection 2.1A(iv) or and subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Revolving Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date) and 4.2 (in the case of all Loans), Administrative Agent shall make the proceeds of such Loans available to Borrower Company on the applicable Funding Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders or Swing Line Lender, as the case may be, to be credited to the account designated by Company in the applicable Notice of Borrower Borrowing. Promptly after receipt by any Swing Line Lender of a Notice of Borrowing pursuant to subsection 2.1B (or telephonic notice in lieu thereof), such Swing Line Lender shall make the amount of its Swing Line Loan available to Company not later than 2:00 P.M. (New York City time) on the applicable Funding Date, in each case in same day funds in Dollars, at the Swing Line Funding and Payment Office for Office. Except as set forth in subsection 2.1A(iv)(e), such Loans. Unless Administrative Agent Swing Line Lender shall have been notified make the proceeds of any Swing Line Loan available to Company on the applicable Funding Date by any Lender prior causing an amount of same day funds, in Dollars, equal to the Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount proceeds of such Lender's Swing Line Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, be credited to the account designated by Company in its sole discretion, but shall not be obligated to, make available to Borrower a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent at the customary rate set by Administrative Agent for the correction applicable Notice of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent's demand therefor, Administrative Agent shall promptly notify Borrower, and Borrower shall immediately pay such corresponding amount to Administrative Agent together with interest thereon for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Borrower may have against any Lender as a result of any default by such Lender hereunderBorrowing.

Disbursement of Funds. (i) All Term Loans, Revolving Loans and Revolving Offshore Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata SharesShares of the Term Loan Commitments, Revolving Loan Commitments, Australian Loan Commitments, Italian Loan Commitments or UK Loan Commitments, as the case may be, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender's obligation to make a Term Loan, a Revolving Loan or an Offshore Loan requested hereunder nor shall the Commitment of any Lender to make the particular Type type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender's obligation to make a Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Borrowing pursuant to subsection 2.1B 2.1E (or telephonic notice in lieu thereof)) or the deemed receipt of a Notice of Borrowing pursuant to subsection 2.8D, Administrative Agent shall notify each Lender or Swing Line Lender, as the case may be, of the proposed borrowing. Each Except as provided in the next succeeding sentence for Lenders designating a UK Lending Office, each Lender shall make the amount of its Term Loan, Revolving Loan or Offshore Loan available to Administrative Agent Agent, in Same Day Funds, at the Domestic Funding and Payment Office not later than 1:00 P.M. 12:00 noon (Boston, Massachusetts New York time) on the applicable Funding Date, and Swing Line . Each Lender which has designated a UK Lending Office shall make the amount of its Swing Line Loan UK Loans available to UK Administrative Agent Agent, in Same Day Funds, at the UK Funding and Payment Office not later than 2:00 P.M. 12:00 noon (Boston, Massachusetts London time) on the applicable Funding Date, in each case in same day funds, at the Funding and Payment Office for such Loans. Except as provided in subsection 2.1A(iv) or subsection 3.3B 2.1B (with respect to Revolving Loans used the repayment of the Domestic Overdraft Amount), subsection 2.1D(ii) (with respect to repay Refunded Swing Line Loans or the repayment of any Offshore Overdraft Amount) and in subsection 2.8D (with respect to reimburse any Issuing Lender for the amount reimbursement of a drawing amounts drawn under a Letter Letters of Credit issued by itCredit), upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 3.1 (in the case of Loans made on the Closing Dateinitial Loans) and 4.2 3.2 (in the case of all Loans), Administrative Agent shall make the proceeds of such Term Loans, Revolving Loans and Offshore Loans available to the Borrower requesting such Term Loans, Revolving Loans or Offshore Loans on the applicable such Funding Date by causing an amount of same day funds Same Day Funds equal to the proceeds of all such Term Loans, Revolving Loans or Offshore Loans received by Administrative Agent from Lenders or Swing Line Lender, as the case may be, to be credited to the account of such Borrower at such office of Administrative Agent; PROVIDED that UK Administrative Agent shall make the proceeds of funds received from Lenders pursuant to the immediately preceding sentence available to the relevant UK Offshore Borrower on such Funding Date by causing an amount of Same Day Funds equal to such proceeds to be credited to the account of such UK Offshore Borrower at the UK Funding and Payment Office for such Loans. Office. (ii) Unless Administrative Agent shall have been notified by any Lender prior to the any Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender's Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretiondiscretion may, but shall not be obligated to, make available to the applicable Borrower a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent's demand therefor, Administrative Agent shall promptly notify the applicable Borrower, and such Borrower shall immediately pay such corresponding amount to Administrative Agent. If such Borrower does not pay such corresponding amount, Administrative Agent together with interest thereon for may require each day from Lender having Revolving Loan Exposure to purchase a participation in the amount unpaid by such Funding Date until the date Borrower in an amount equal to that Lender's Pro Rata Share of such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loansunpaid amount. Nothing in this subsection 2.1C 2.1F shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that which Borrower may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and Revolving Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender's obligation to make a Loan requested hereunder nor shall the Commitment of any Lender to make the particular Type type of Loan requested or the Pro Rata Share of any Lender be increased or decreased as a result of a default by any other Lender in that other Lender's obligation to make a Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Borrowing pursuant to subsection 2.1B (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender for that type of Loan or Swing Line Lender, as the case may be, of the proposed borrowing. Each such Lender shall make the amount of its Loan available to Administrative Agent not later than 1:00 P.M. 12:00 Noon (Boston, Massachusetts New York City time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 2:00 P.M. (Boston, Massachusetts New York City time) on the applicable Funding Date, in each case in same day funds, funds in Dollars at the Funding and Payment Office for such LoansOffice. Except as provided in subsection 2.1A(iv2.1A(iii) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date) and 4.2 (in the case of all Loans), Administrative Agent shall make the proceeds of such Loans available to Borrower Company not later than 2:30 P.M. (New York City time) on the applicable Funding Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders or Swing Line Lender, as the case may be, to be credited to the account designated by Company in the applicable Notice of Borrower at the Funding and Payment Office for such LoansBorrowing. Unless Administrative Agent shall have been notified by any Lender prior to the a Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender's Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Borrower Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent's demand therefor, Administrative Agent shall promptly notify Borrower, Company and Borrower Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loanson the Loan made on such Funding Date. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Borrower Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and Revolving Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender's obligation to make a Loan requested hereunder nor shall the Commitment of any Lender to make the particular Type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender's obligation to make a Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Borrowing pursuant to subsection 2.1B (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender or Swing Line Lender, as the case may be, of the proposed borrowing. Each Lender shall make the amount of its Loan available to Administrative Agent not later than 1:00 P.M. (Boston, Massachusetts New York City time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 2:00 P.M. (Boston, Massachusetts P.M.(New York City time) on the applicable Funding Date, in each case in same day fundsfunds in Dollars, at the Funding and Payment Office for such Dollar Loans. Except as provided in subsection 2.1A(iv2.1A(v) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date) and 4.2 (in the case of all Loans)subsection 4.2, Administrative Agent shall make the proceeds of such Loans available to Borrower Company on the applicable Funding Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders or Swing Line Lender, as the case may be, to be credited to the account of Borrower Company at the Funding and Payment Office for such Dollar Loans. Unless Administrative Agent shall have been notified by any Lender prior to the Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender's Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Borrower Company a corresponding amount in Dollars on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent in Dollars, at the customary rate set by Administrative Agent for the correction of errors among banks Federal Funds Effective Rate for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent's demand therefor, Administrative Agent shall promptly notify BorrowerCompany, and Borrower Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon thereon, in Dollars for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Borrower Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Revolving Loans and Term Loans and Revolving Loans under this Agreement shall be made by the Lenders simultaneously and proportionately to their respective applicable Pro Rata Shares, it being understood that no neither the Administrative Agent nor any Lender shall be responsible for any default by any other Lender in that other Lender's ’s obligation to make a Revolving Loan or Term Loan requested hereunder nor shall the amount of the Commitment of any Lender to make the particular Type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender's ’s obligation to make a Revolving Loan or Term Loan requested hereunder. Promptly after receipt by the Administrative Agent of a Notice of Borrowing pursuant to subsection 2.1B (or telephonic notice in lieu thereof), the Administrative Agent shall notify each Lender for that Type of Loan or the Swing Line Lender, as the case may be, of the proposed borrowing. Each Lender (other than the Swing Line Lender) shall make the amount of its Loan Revolving Loans or Term Loans available to the Administrative Agent in Same Day Funds in Dollars requested by the Borrower not later than 1:00 P.M. (Boston, Massachusetts timeNew York Time) on the applicable Funding Date, and the Swing CHAR1\1732468v1CHAR1\1735441v5 Line Lender shall make the amount of its Swing Line Loan available to the Administrative Agent in Same Day Funds in Dollars not later than 2:00 P.M. (Boston, Massachusetts timeNew York Time) on the applicable Funding Date, in each case in same day funds, at the Funding and Payment Office for such LoansOffice. Except as provided in subsection 2.1A(iv2.1A(ii) or and subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in and 4.2, the case of Loans made on the Closing Date) and 4.2 (in the case of all Loans), Administrative Agent shall make the proceeds of such Revolving Loans and Swing Line Loans advanced to it as set forth above available to the Borrower not later than 3:00 P.M. (New York Time) on the applicable Funding Date by causing an amount of same day funds equal to the proceeds of all such Revolving Loans received by Administrative Agent from Lenders or and Swing Line LenderLoans, as the case may be, received by the Administrative Agent from the Lenders to be credited to the account of the Borrower at the Funding and Payment Office for such LoansOffice. Unless the Administrative Agent shall have been notified by any Lender prior to the a Funding Date for any Loans that such Lender does not intend to make available to the Administrative Agent the amount of such Lender's ’s Revolving Loan or Term Loan requested on such Funding DateDate in Dollars (of which the Administrative Agent will endeavor to provide prompt notice to the Borrower), the Administrative Agent may assume that such Lender has made the amount of such amount Lender’s Revolving Loan or Term Loan available to the Administrative Agent on such Funding Date in Dollars and the Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to the Borrower a an amount corresponding amount to such Lender’s Revolving Loan or Term Loan on such Funding Date, notwithstanding that the Administrative Agent has not yet received such Lender’s Revolving Loan or Term Loan requested on such Funding Date. If such corresponding amount is not in fact made available to the Administrative Agent does so make a Revolving Loan or Term Loan to the Borrower on behalf of such Lender without having received the amount of such Revolving Loan or Term Loan from such Lender by such Lenderthe time herein required, the Administrative Agent shall be entitled to recover such corresponding amount in Dollars on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to the Administrative Agent Agent, at the customary rate set by the Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount in Dollars forthwith upon the Administrative Agent's ’s demand therefor, the Administrative Agent shall promptly notify Borrower, the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent in Dollars together with interest thereon thereon, for each day from such Funding Date until the date such amount is paid to the Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that the Borrower may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and Revolving Loans under this Agreement shall be made by the Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender's obligation to make a Loan requested hereunder nor shall the Commitment of any Lender to make the particular Type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender's obligation to make a Loan requested hereunder. Promptly after After receipt by Administrative the Agent of a Notice of Borrowing pursuant to subsection 2.1B Section 2.1.2 (or telephonic notice in lieu thereof), Administrative the Agent shall promptly notify (and, if the Notice of Borrowing is received by the Agent by 10:00 A.M. (New York time) on any day, in any event by 2:00 P.M. of such day) each Lender or Swing Line Lender, as the case may be, of the proposed borrowing. Each Lender shall make the amount of its Loan available to Administrative Agent not later than 1:00 P.M. (Bostonthe Agent, Massachusetts time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 2:00 P.M. (Boston, Massachusetts time) on the applicable Funding Date, in each case in same day funds, at the office of the Agent located at One Bankers Trust Plaza, New York, New York, not later than 12:00 Noon (New York time) on the applicable Funding and Payment Office for such LoansDate in same day funds in Dollars. Except as provided in subsection 2.1A(iv) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon Upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 Sections 3.1 (in the case of Loans made on the Closing first Funding Date) and 4.2 3.2 (in the case of all Loans), Administrative the Agent shall make the proceeds of such Loans available to the applicable Borrower on the applicable Funding Date by causing an amount of same day funds (in Dollars) equal to the proceeds of all such Loans received by Administrative the Agent from the Lenders or Swing Line Lender, as the case may be, to be credited transferred to the account designated in the Notice of Borrower at the Funding and Payment Office for such LoansBorrowing. Unless Administrative the Agent shall have been notified by any Lender prior to the Funding Date for any Loans that such Lender does not intend to make available to Administrative the Agent the amount of such Lender's Loan requested on such Funding Date, Administrative the Agent may assume that such Lender has made such amount available to Administrative the Agent on such Funding Date and Administrative the Agent may, in its sole discretion, but shall not be obligated to, make available to Borrower a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative the Agent by such Lender, Administrative the Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent the Agent, at the customary rate set by Administrative Agent for the correction of errors among banks Federal Funds Effective Rate for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative the Agent's demand therefor, Administrative the Agent shall promptly notify Borrower, Borrower and Borrower shall immediately pay such corresponding amount to Administrative the Agent together with interest thereon thereon, for each day from such Funding Date until the date such amount is paid to Administrative the Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C Section 2.3 shall be deemed to relieve any Lender from its obligation to fulfill its Commitments Commitment hereunder or to prejudice any rights that Borrower may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and Revolving Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no neither Administrative Agent nor any Lender shall be responsible for any default by any other Lender in that other Lender's obligation to make a Loan requested hereunder nor shall the Commitment of any Lender to make the particular Type type of Loan requested or Pro Rata Share of any Lender be increased or decreased as a result of a default by any other Lender in that other Lender's obligation to make a Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Borrowing pursuant to subsection 2.1B (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender or for that type of Loan (other than Swing Line Lender, as Lender in the case may be, of a Swing Line Loan borrowing) of the proposed borrowing. Each such Lender (other than Swing Line Lender) shall make the amount of its Loan available to Administrative Agent at the Funding and Payment Office not later than 1:00 P.M. (Boston, Massachusetts New York City time) on the applicable Funding DateDate in same day funds in Dollars, at the Funding and Payment Office. Swing Line Lender shall make the amount of its Swing Line Loan available directly to Administrative Agent not later than 2:00 P.M. (Boston, Massachusetts time) on the applicable Funding Date, in each case in same day funds, at the Funding and Payment Office for such LoansCompany as provided below. Except as provided in subsection 2.1A(iv2.1A(iii) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date) and 4.2 (in the case of all Loans), Administrative Agent or Swing Line Lender, as the case may be, shall make the proceeds of such Loans available to Borrower Company on the applicable Funding Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders or to be disbursed by Swing Line Lender, as the case may beapplicable, to be credited to the account designated by Company in the applicable Notice of Borrower at the Funding and Payment Office for such LoansBorrowing. Unless Administrative Agent shall have been notified by any Lender prior to the a Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender's Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Borrower Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent's demand therefor, Administrative Agent shall promptly notify Borrower, Company and Borrower Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Borrower Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and Revolving Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender's obligation to make a Loan requested hereunder nor shall the Commitment of any Lender to make the particular Type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender's obligation to make a Loan requested hereunderhereun- der. Promptly after receipt by Administrative Agent of a Notice of Borrowing pursuant to subsection 2.1B 2.1C (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender or Swing Line Lender, as the case may be, of the proposed borrowing. Each Lender shall make the amount of its Loan available to Administrative Agent not later than 1:00 P.M. (Boston, Massachusetts Pacific time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 2:00 1:00 P.M. (Boston, Massachusetts Pacific time) on the applicable Funding Date, in each case in same day fundsfunds in Dollars, at the Funding and Payment Office for such LoansOffice. Except as provided in subsection 2.1A(iv) 2.1B or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender Administrative Agent for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date) and 4.2 (in the case of all Loans), Administrative Agent shall make the proceeds of such Loans available to Borrower Company on the applicable Funding Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders or Swing Line Lender, as the case may be, to be credited to the account of Borrower Company at the Funding and Payment Office for such LoansOffice. Unless Administrative Agent shall have been notified by any Lender prior to the Funding Date for any Revolving Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender's Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Borrower Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent's demand therefor, Administrative Agent shall promptly notify Borrower, Company and Borrower Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C 2.1D shall be deemed to relieve any Lender from its obligation to fulfill its Commitments Commitment hereunder or to prejudice any rights that Borrower Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and all Revolving Loans --------------------- under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender's obligation to make a Loan requested hereunder nor shall the Commitment of any Lender to make the particular Type type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender's obligation to make a Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Borrowing pursuant to subsection 2.1B (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender or Swing Line Lender, as the case may be, of the proposed borrowingborrowing and of the amount of such Lender's Pro Rata Share of the applicable Loans. Each Lender shall make the amount of its Loan available to Administrative Agent not later than 1:00 P.M. 12:00 Noon (Boston, Massachusetts New York time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 2:00 P.M. 12:00 Noon (Boston, Massachusetts New York time) on the applicable Funding Date, in each case in same day funds, at the Funding and Payment Office for such LoansOffice. Except as provided in subsection 2.1A(iv) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a an honored drawing or payment under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Tranche B Term Loans made on the Closing Effective Date) and 4.2 (in the case of all Loans), Administrative Agent shall make the proceeds of such Loans available to Borrower Company on the applicable Funding Date by causing an amount of same day funds equal to the proceeds of all such Loans received by Administrative Agent from Lenders or Swing Line Lender, as the case may be, to be credited to the account of Borrower Company at the Funding and Payment Office for such LoansOffice. Unless Administrative Agent shall have been notified by any Lender prior to the Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender's Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Borrower Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent's demand therefor, Administrative Agent shall promptly notify Borrower, Company and Borrower Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loansapplicable to such Loan. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Borrower Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and Revolving Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata SharesShares of the Revolving Loan Commitments, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender's obligation to make a Loan requested hereunder nor shall the Revolving Loan Commitment of any Lender to make the particular Type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender's obligation to make a Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Borrowing pursuant to subsection 2.1B (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender or Swing Line Lender, as the case may be, of the proposed borrowing. Each Lender shall make the amount of its Loan available to Administrative Agent not later than 1:00 P.M. 12:00 Noon (Boston, Massachusetts New York City time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 2:00 P.M. (Boston, Massachusetts New York City time) on the applicable Funding Date, in each case in same day fundsfunds in Dollars, at the Funding and Payment Office for such LoansOffice. Except as provided in subsection 2.1A(iv) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of 52 Loans made on the Closing Effective Date) and 4.2 (in the case of all Loans), Administrative Agent shall make the proceeds of such Loans available to Borrower Company on the applicable Funding Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders or Swing Line Lender, as the case may be, to be credited to the account of Borrower Company at the Funding and Payment Office for such LoansOffice. Unless Administrative Agent shall have been notified by any Lender prior to the Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender's Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Borrower Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent's demand therefor, Administrative Agent shall promptly notify Borrower, Company and Borrower Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans of the applicable type of Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Borrower Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and Revolving Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender's obligation to make a Revolving Loan requested hereunder nor shall the Revolving Loan Commitment of any Lender to make the particular Type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender's obligation to make a Revolving Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Borrowing pursuant to subsection 2.1B (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender or Swing Line Lender, as the case may be, of the proposed borrowing. Each Lender shall make the amount of its Revolving Loan available to Administrative Agent not later than 1:00 P.M. 12:00 Noon (Boston, Massachusetts time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 2:00 P.M. (Boston, Massachusetts New York City time) on the applicable Funding Date, in each case in same day fundsfunds in Dollars, at the Funding and Payment Office for such LoansOffice. Except as provided in subsection 2.1A(iv) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Revolving Loans made on the Closing Date) and 4.2 (in the case of all Revolving Loans), Administrative Agent shall make the proceeds of such Revolving Loans available to Borrower Company on the applicable Funding Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Revolving Loans received by Administrative Agent from Lenders or Swing Line Lender, as the case may be, to be credited to the account of Borrower Company at the Funding and Payment Office for such LoansOffice. Unless Administrative Agent shall have been notified by any Lender prior to the Funding Date for any Revolving Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender's Revolving Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Borrower Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent's demand therefor, Administrative Agent shall promptly notify Borrower, Company and Borrower Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Revolving Loan Commitments hereunder or to prejudice any rights that Borrower Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and all Revolving Loans --------------------- under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender's obligation to make a Loan requested hereunder nor shall the Commitment of any Lender to make the particular Type type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender's obligation to make a Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Borrowing pursuant to subsection 2.1B (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender or Swing Line Lender, as the case may be, of the proposed borrowingborrowing and of the amount of such Lender's Pro Rata Share of the applicable Loans. Each Lender shall make the amount of its Loan available to Administrative Agent not later than 1:00 P.M. 12:00 Noon (Boston, Massachusetts New York time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 2:00 P.M. 12:00 Noon (Boston, Massachusetts New York time) on the applicable Funding Date, in each case in same day funds, at the Funding and Payment Office for such LoansOffice. Except as provided in subsection 2.1A(iv2.1A(v) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a an honored drawing or payment under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Additional Tranche B Term Loans made on the Closing Effective Date) and 4.2 (in the case of all Loans), Administrative Agent shall make the proceeds of such Loans available to Borrower Company on the applicable Funding Date by causing an amount of same day funds equal to the proceeds of all such Loans received by Administrative Agent from Lenders or Swing Line Lender, as the case may be, to be credited to the account of Borrower Company at the Funding and Payment Office for such LoansOffice. Unless Administrative Agent shall have been notified by any Lender prior to the Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender's Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Borrower Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent's demand therefor, Administrative Agent shall promptly notify Borrower, Company and Borrower Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loansapplicable to such Loan. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Borrower Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and Revolving Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, being understood that no Lender shall be responsible for any default by any other Lender in that other Lender's obligation to make a Loan requested hereunder nor shall the Commitment of any Lender to make the particular Type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender's obligation to make a Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Borrowing pursuant to subsection 2.1B (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender or Swing Line Lender, as the case may be, of the proposed borrowing. Each Lender shall make the amount of its Loan available to Administrative Agent not later than 1:00 P.M. (Boston, Massachusetts time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 2:00 P.M. (Boston, Massachusetts time) on the applicable Funding Date, in each case in same day funds, at the Funding and Payment Office for such Loans. Except as provided in subsection 2.1A(iv) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon Upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 3.1 (in the case of Loans made on the Closing Date) and 4.2 3.2 (in the case of all Loans), Administrative as evidenced by an Advance Confirmation Notice issued by the Disbursement Agent, Lender shall make the aggregate amount of the requested Loans available to the Disbursement Agent in the Collection Account as required pursuant to the Disbursement Agreement on the applicable Funding Date and the Disbursement Agent shall then make the proceeds of such Loans available to Borrower Borrowers in accordance with and upon fulfillment of conditions set forth in the Disbursement Agreement and in so doing Loans in such amounts shall be deemed made to Borrowers hereunder. In the event that the proceeds of any Loans are not disbursed by the Disbursement Agent on the applicable Funding Date by causing an amount of same day funds equal to Date, the proceeds of all such Loans received shall be held by Administrative the Disbursement Agent or returned to Lender in accordance with the provisions set forth in the Disbursement Agreement; provided, however that the proceeds of such Loans shall continue to bear interest and be repayable in accordance with the provisions set forth in this Agreement. In the event that Lender receives a Stop Funding Notice from Lenders or Swing Line Lender, as the case may be, to be credited Disbursement Agent in accordance with and pursuant to the account terms of Borrower at the Funding and Payment Office for such Loans. Unless Administrative Agent Disbursement Agreement, Lender shall have been notified by any Lender prior no obligation to advance the Loans and no Loans already provided to the Collection Account (i) before issuance of the Stop Funding Date for any Notice and (ii) before such Loans that such Lender does not intend are drawn by Borrowers or disbursed by Disbursement Agent to make available to Administrative Agent the amount of such Lender's Loan requested on such Funding DateBorrowers, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Borrower a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent's demand therefor, Administrative Agent shall promptly notify Borrower, and Borrower shall immediately pay such corresponding amount to Administrative Agent together with interest thereon for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Borrower may have against any Lender as a result of any default by such Lender hereunderBorrowers.

Disbursement of Funds. All Term Loans and Revolving Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender's obligation to make a Loan requested hereunder nor shall the Commitment of any Lender to make the particular Type type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender's obligation to make a Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Borrowing pursuant to subsection 2.1B (or telephonic notice in lieu thereof), Administrative Agent shall notify no- tify each Lender or Swing Line Lender, as the case may be, of the proposed borrowing. Each Lender shall make the amount of its Loan available to Administrative Agent not later than 1:00 P.M. 12:00 Noon (Boston, Massachusetts New York City time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 2:00 P.M. (Boston, Massachusetts New York City time) on the applicable Funding Date, in each case in same day fundsfunds in Dollars, at the Funding and Payment Office for such LoansOffice. Except as provided in subsection 2.1A(iv2.1A(iii) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date) and 4.2 (in the case of all Loans), Administrative Agent shall make the proceeds of such Loans available to Borrower Company on the applicable Funding Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders or Swing Line Lender, as the case may be, to be credited to the account of Borrower Company at the Funding and Payment Office for such LoansOffice. Unless Administrative Agent shall have been notified by any Lender prior to the Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender's Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Borrower Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Alternate Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent's demand thereforwithin three Business Days after such amount should have been made available, Administrative Agent shall promptly notify Borrower, Company and Borrower Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Alternate Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Borrower Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and all Revolving Loans under this Agreement shall be made by the Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender's obligation to make a Loan requested hereunder nor shall the Commitment of any Lender to make the particular Type type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender's obligation to make a Loan requested hereunder. Promptly after receipt by the Administrative Agent of a Notice of Borrowing pursuant to subsection 2.1B (or telephonic notice in lieu thereof), the Administrative Agent shall notify each Lender or the Swing Line Lender, as the case may be, of the proposed borrowingborrowing and of the amount of such Lender's Pro Rata Share of the applicable Loans. Each Lender shall make the amount of its Loan available to the Administrative Agent not later than 1:00 P.M. (Boston, Massachusetts New York time) on the applicable Funding Date, Date and the Swing Line Lender shall make the amount of its Swing Line Loan available to the Administrative Agent not later than 2:00 P.M. (Boston, Massachusetts New York time) on the applicable Funding Date, in each case in same day funds, at the Funding and Payment Office for such LoansOffice. Except as provided in subsection 2.1A(iv2.1A(v) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any the Issuing Lender Bank for the amount of a an honored drawing or payment under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date) and 4.2 (in the case of all Loans), the Administrative Agent shall make the proceeds of such Loans available to Borrower Company on the applicable Funding Date by causing an amount of same day funds equal to the proceeds of all such Loans received by the Administrative Agent from the Lenders or the Swing Line Lender, as the case may be, to be credited to the account of Borrower Company at the Funding and Payment Office for such LoansOffice. Unless the Administrative Agent shall have been notified by any Lender prior to the Funding Date for any Loans that such Lender does not intend to make available to the Administrative Agent the amount of such Lender's Loan requested on such Funding Date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such Funding Date and the Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Borrower Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to the Administrative Agent Agent, at the customary rate set by the Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent's demand therefor, the Administrative Agent shall promptly notify Borrower, Company and Borrower Company shall immediately pay such corresponding amount to the Administrative Agent Agent, together with interest thereon for each day from such Funding Date until the date such amount is paid to the Administrative Agent, Agent at the rate payable under this Agreement for Base Rate Loansapplicable to such Loan. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Borrower Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and all Revolving Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender's obligation to make a Loan requested hereunder nor shall the Commitment of any Lender to make the particular Type type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender's obligation to make a Loan requested hereunder. Promptly after receipt by Co-Administrative Agent Agents of a Notice of Borrowing pursuant to subsection 2.1B (or telephonic notice in lieu thereof), Chase Co-Administrative Agent shall notify each Lender or Swing Line Lender, as the case may be, of the proposed borrowingborrowing and of the amount of such Lender's Pro Rata Share of the applicable Loans. Each Lender shall make the amount of its Loan available to Chase Co-Administrative Agent not later than 1:00 P.M. 12:00 Noon (Boston, Massachusetts New York time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Chase Co-Administrative Agent not later than 2:00 P.M. 12:00 Noon (Boston, Massachusetts New York time) on the applicable Funding Date, in each case in same day funds, at the Funding and Payment Office for such LoansOffice. Except as provided in subsection 2.1A(iv) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a an honored drawing or payment under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 4.2 (in the case of Loans made on the Closing Effective Date), 4.3 (in the case of the Delayed-Draw Term Loans) and 4.2 4.4 (in the case of all Loans), Chase Co-Administrative Agent shall make the proceeds of such Loans available to Borrower Company on the applicable Funding Date by causing an amount of same day funds equal to the proceeds of all such Loans received by Chase Co-Administrative Agent from Lenders or Swing Line Lender, as the case may be, to be credited to the account of Borrower Company at the Funding and Payment Office for such LoansOffice. Unless Chase Co-Administrative Agent shall have been notified by any Lender prior to the Funding Date for any Loans that such Lender does not intend to make available to Chase Co-Administrative Agent the amount of such Lender's Loan requested on such Funding Date, Chase Co-Administrative Agent may assume that such Lender has made such amount available to Chase Co-Administrative Agent on such Funding Date and Chase Co-Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Borrower Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Chase Co-Administrative Agent by such Lender, Chase Co-Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Chase Co-Administrative Agent Agent, at the customary rate set by Chase Co-Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Chase Co-Administrative Agent's demand therefor, Chase Co-Administrative Agent shall promptly notify Borrower, Company and Borrower Company shall immediately pay such corresponding amount in the to Chase Co-Administrative Agent together with interest thereon thereon, for each day from such Funding Date until the date such amount is paid to Chase Co-Administrative Agent, at the rate payable under this Agreement for Base Rate Loansapplicable to such Loan. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Borrower Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and Except as otherwise provided in the next sentence, all Revolving Loans under this Amended Loan Agreement shall be made by Tranche A Lenders and Tranche B Lenders simultaneously and proportionately to their respective Pro Rata SharesShares of the aggregate Commitments, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender's obligation to make a Revolving Loan requested hereunder nor shall the Commitment of any Lender to make the particular Type of a Revolving Loan requested hereunder be increased or decreased as a result of a default by any other Lender in that other Lender's obligation to make a Loan requested hereunderhereun- der. If any conditions to funding set forth in Section 4 hereof have not been satisfied in connection with a borrowing requested pursuant to subsection 2.1B and Requisite Tranche A Lenders or Requisite Tranche B Lenders, as the case may be, have agreed to waive such conditions with respect to funding for their tranche in accordance with subsection 11.6, (i) Lenders in such tranche shall simultaneously fund their Pro Rata Shares of the borrowing requested pursuant to subsection 2.1B, and (ii) Lenders in the other tranche shall have no obligation to fund the remaining portion of such requested borrowing. Promptly after receipt by Administrative Agent each Lender of a Notice of Borrowing pursuant to subsection 2.1B (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender or Swing Line Lender, as the case may be, of the proposed borrowing. Each Lender shall make the amount of its Loan available to Administrative Agent not later than 1:00 P.M. (Boston, Massachusetts time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 2:00 P.M. (Boston, Massachusetts time) on the applicable Funding Date, in each case in same day funds, at the Funding and Payment Office for such Loans. Except as provided in subsection 2.1A(iv) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (Section 4 with respect to a particular tranche, Lenders in the case of Loans made on the Closing Date) and 4.2 (in the case of all Loans), Administrative Agent such tranche shall make the proceeds of Revolving Loans in such Loans tranche available to Borrower the Borrowers on the applicable Funding Date by causing an amount of same day funds equal to the proceeds of all such Revolving Loans received by Administrative Agent from Lenders or Swing Line Lender, as the case may be, to be credited to the account of Borrower Borrowers at the Funding and Payment Office for such Loans. Unless Administrative office of Agent shall have been notified by any Lender prior to specified in the Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender's Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Borrower a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent's demand therefor, Administrative Agent shall promptly notify Borrower, and Borrower shall immediately pay such corresponding amount to Administrative Agent together with interest thereon for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Borrower may have against any Lender as a result of any default by such Lender hereunderpreceding sentence.

Disbursement of Funds. All Term Loans and Revolving Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no neither Administrative Agent nor any Lender shall be responsible for any default by any other Lender in that other Lender's obligation to make a Loan requested hereunder nor shall the Commitment of any Lender to make the particular Type type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender's obligation to make a Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Borrowing pursuant to subsection 2.1B (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender for that type of Loan or Swing Line Lender, as the case may be, of the proposed borrowing. Each such Lender shall make the amount of its Loan available to Administrative Agent at the Funding and Payment Office not later than 1:00 2:00 P.M. (Boston, Massachusetts New York City time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 2:00 P.M. (Boston, Massachusetts time) on the applicable Funding Date, in each case Date in same day funds, at the Funding and Payment Office for such Loansfunds in Dollars. Except as provided in subsection 2.1A(iv2.1A(iii) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date) and 4.2 (in the case of all Loans), Administrative Agent shall make the proceeds of such Loans Loans, and Swing Line Lender shall make the proceeds of such Swing Line Loans, available to Borrower Company on the applicable Funding Date by causing an amount of in same day funds equal to the proceeds of all such Loans received by Administrative Agent from Lenders or Swing Line Lender, as the case may be, to be credited to the account of Borrower at the Funding and Payment Office for such Loansin Dollars. Unless Administrative Agent shall have been notified by any Lender prior to the a Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender's Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Borrower a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent's demand therefor, Administrative Agent shall promptly notify Borrower, and Borrower shall immediately pay such corresponding amount to Administrative Agent together with interest thereon for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Borrower may have against any Lender as a result of any default by such Lender hereunder.,

Disbursement of Funds. All Term Loans and Revolving Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood under stood that no Lender shall be responsible for any default by any other Lender in that other Lender's obligation to make a Loan requested hereunder nor shall the Commitment of any Lender to make the particular Type type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender's obligation to make a Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Borrowing pursuant to subsection 2.1B (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender or Swing Line Lender, as the case may be, of the proposed borrowing. Each Lender shall make the amount of its Loan available to Administrative Agent not later than 1:00 P.M. (Boston, Massachusetts New York City time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 2:00 P.M. (Boston, Massachusetts New York City time) on the applicable Funding Date, in each case in same day fundsfunds in Dollars, at the Funding and Payment Office for such LoansOffice. Except as provided in subsection 2.1A(iv2.1A(ii) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date) and 4.2 (in the case of all Loans), Administrative Agent shall make the proceeds of such Loans available to Borrower Company on the applicable Funding Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders or Swing Line Lender, as the case may be, to be credited to the account of Borrower Company at the Funding and Payment Office for such LoansOffice. Unless Administrative Agent shall have been notified by any Lender prior to the Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender's Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Borrower Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent's demand therefor, Administrative Agent shall promptly notify Borrower, Company and Borrower Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Borrower Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and Revolving Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no neither Administrative Agent nor any Lender shall be responsible for any default by any other Lender in that other Lender's ’s obligation to make a Loan requested hereunder nor shall the amount of the Commitment of any Lender to make the particular Type type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender's ’s obligation to make a Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Borrowing pursuant to subsection 2.1B (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender for that type of Loan or Swing Line Lender, as the case may be, of the proposed borrowing. Each such Lender (other than Swing Line Lender) shall make the amount of its Loan available to Administrative Agent not later than 1:00 P.M. (Boston, Massachusetts New York City time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 2:00 1:00 P.M. (Boston, Massachusetts New York City time) on the applicable Funding Date, in each case in same day fundsfunds in Dollars, at the Funding and Payment Office for such LoansOffice. Except as provided in subsection 2.1A(iv2.1A(ii) or and subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date) and 4.2 (in the case of all Loans), Administrative Agent shall make the proceeds of such Loans available to Borrower Company on the applicable Funding Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders or Swing Line Lender, as the case may be, to be credited to the account of Borrower Company at the Funding and Payment Office for or such Loansother account as specified by Company in the applicable Notice of Borrowing. Unless Administrative Agent shall have been notified by any Lender prior to the a Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender's ’s Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Borrower Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent's ’s demand therefor, Administrative Agent shall promptly notify Borrower, Company and Borrower Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Borrower Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and Revolving Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, being understood that no Lender shall be responsible for any default by any other Lender in that other Lender's obligation to make a Loan requested hereunder nor shall the Commitment of any Lender to make the particular Type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender's obligation to make a Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Pro Rata Borrowing pursuant to subsection 2.1B 2.1 or subsection 2.3 (or telephonic notice in lieu thereof)) and in any event on the Business Day such notice is received, Administrative Agent shall notify each Lender or Swing Line Lender, as the case may be, of the proposed borrowing. Each Lender shall make the amount of its Pro Rata Loan available to Administrative Agent on the Funding Date in Dollars in same day funds by deposit to Administrative Agent's Account not later than 1:00 P.M. p.m. (Boston, Massachusetts New York City time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 2:00 P.M. (Boston, Massachusetts time) on the applicable Funding Date, in each case in same day funds, at the Funding and Payment Office for such Loans). Except as provided set forth in subsection 2.1A(iv) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it2.3C, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 Section 3 (in the case of Loans made on the Closing Date) and 4.2 (in the case of all Loansincluding, without limitation, subsection 3.2B, if applicable), Administrative Agent shall make the proceeds of such Pro Rata Loans available to the Applicable Borrower on the applicable such Funding Date by causing an amount of same day funds equal to the proceeds of all such Loans received by Administrative Agent from Lenders or Swing Line Lender, as the case may be, to be credited to the account of the Applicable Borrower at that office of Administrative Agent where Administrative Agent's Account is located no later than 2:00 p.m. (New York City time) on such Funding Date. In the case of Bid Rate Loans, upon satisfaction or waiver of the conditions precedent specified in Section 3 (including, without limitation, subsection 3.2B to the extent applicable), the applicable Lender shall make the proceeds of its Bid Rate Loan available to the Applicable Borrower on the Funding Date, by causing an amount of same day funds equal to the proceeds of such Loan to be credited to the account of the Applicable Borrower at that Office of Administrative Agent where Administrative Agent's Account is located no later than 2:00 p.m. (New York City time) on such Funding Date. The acceptance by the Applicable Borrower of any proceeds of any Loan which results in an increase in the Total Utilization shall be deemed to constitute a representation to the Lenders that the conditions to funding set forth herein are satisfied on and Payment Office for such Loansas of the applicable Funding Date. Unless Administrative Agent shall have been notified by any Lender prior to the Funding Date for of any Loans Pro Rata Loan that such Lender does not intend to make available to Administrative Agent the amount of such that Lender's Pro Rata Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent mayAgent, in its sole discretion, may, but shall not be obligated to, make available to the Applicable Borrower a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lenderthat Lender on the Funding Date, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent Agent, which interest shall accrue at the customary rate set by Administrative Agent Federal Funds Rate for the correction of errors among banks for three Business Days first five days and thereafter at the Base RateRate in effect from time to time (beginning on and including the date of such borrowing). If such that Lender does not pay such corresponding amount forthwith upon Administrative Agent's demand therefor, Administrative Agent shall promptly notify the Applicable Borrower, and the Applicable Borrower shall immediately pay such corresponding amount to Administrative Agent together with interest accrued thereon at the applicable rate for each day from the Loan made on such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate LoansDate. Nothing in this subsection 2.1C 2.4 shall be deemed to relieve any Lender from its obligation to fulfill its Commitments Commitment hereunder or to prejudice any rights that which any Borrower may have against any Lender as a result of any default by such that Lender hereunder.

Disbursement of Funds. All Term Loans and all Revolving Loans under this Agreement shall be made by the Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender's obligation to make a Loan requested hereunder nor shall the Commitment of any Lender to make the particular Type type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender's obligation to make a Loan requested hereunder. Promptly after receipt by the Administrative Agent of a Notice of Borrowing pursuant to subsection 2.1B (or telephonic notice in lieu thereof), the Administrative Agent shall notify each Lender or the Swing Line Lender, as the case may be, of the proposed borrowingborrowing and of the amount of such Lender's Pro Rata Share of the applicable Loans. Each Lender shall make the amount of its Loan available to the Administrative Agent not later than 1:00 P.M. (Boston, Massachusetts New York time) on the applicable Funding Date, Date and the Swing Line Lender shall make the amount of its Swing Line Loan available to the Administrative Agent not later than 2:00 P.M. (Boston, Massachusetts New York time) on the applicable Funding Date, in each case in same day funds, at the Funding and Payment Office for such LoansOffice. Except as provided in subsection 2.1A(iv2.1A(vi) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any the Issuing Lender Bank for the amount of a an honored drawing or payment under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Restatement Effective Date) and 4.2 (in the case of all Loans), the Administrative Agent shall make the proceeds of such Loans available to Borrower Company on the applicable Funding Date by causing an amount of same day funds equal to the proceeds of all such Loans received by the Administrative Agent from the Lenders or the Swing Line Lender, as the case may be, to be credited to the account of Borrower Company at the Funding and Payment Office for such LoansOffice. Unless the Administrative Agent shall have been notified by any Lender prior to the Funding Date for any Loans that such Lender does not intend to make available to the Administrative Agent the amount of such Lender's Loan requested on such Funding Date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such Funding Date and the Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Borrower Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to the Administrative Agent Agent, at the customary rate set by the Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent's demand therefor, the Administrative Agent shall promptly notify Borrower, Company and Borrower Company shall immediately pay such corresponding amount to the Administrative Agent Agent, together with interest thereon for each day from such Funding Date until the date such amount is paid to the Administrative Agent, Agent at the rate payable under this Agreement for Base Rate Loansapplicable to such Loan. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Borrower Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and Revolving Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender's obligation to make a Loan requested hereunder nor shall the Commitment of any Lender to make the particular Type type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender's obligation to make a Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Borrowing pursuant to subsection 2.1B (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender or Swing Line Lender, as the case may be, of the proposed borrowing. Each Lender shall make the amount of its Loan available to Administrative Agent, in same day funds, at the office of Administrative Agent located at One Bankers Trust Plaza, New York, New York, not later than 1:00 3:00 P.M. (Boston, Massachusetts New York time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 2:00 P.M. (Boston, Massachusetts time) on the applicable Funding Date, in each case in same day funds, at the Funding and Payment Office for such Loans. Except as provided in subsection 2.1A(iv) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date), 4.4 (in the case of Loans made on any Acquisition Closing Date) and 4.2 (in the case of all Loans), Administrative Agent shall make the proceeds of such Loans available to Borrower Company on the applicable Funding Date by causing an amount of same day funds equal to the proceeds of all such Loans received by Administrative Agent from Lenders or Swing Line Lender, as the case may be, to be credited to the account of Borrower Company at the Funding and Payment Office for such Loansoffice of Administrative Agent specified in the preceding sentence. Unless Administrative Agent shall have been notified by any Lender prior to the Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender's Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Borrower Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent's demand therefor, Administrative Agent shall promptly notify Borrower, Company and Borrower Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Borrower Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Acquisition Term Loans and Revolving Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender's obligation to make a Loan requested hereunder nor shall the Commitment of any Lender to make the particular Type type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender's obligation to make a Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Borrowing pursuant to subsection 2.1B (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender or Swing Line Lender, as the case may be, of the proposed borrowing. Each Lender shall make the amount of its Loan available to Administrative Agent not later than 1:00 P.M. (BostonCharlotte, Massachusetts NC time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 2:00 P.M. (BostonP.M.(Charlotte, Massachusetts NC time) on the applicable Funding Date, in each case in same day fundsfunds in Dollars, at the Funding and Payment Office for such LoansOffice. Except as provided in subsection 2.1A(iv2.1A(iii) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date) and 4.2 (in the case of all Loans), Administrative Agent shall make the proceeds of such Loans available to Borrower Company on the applicable Funding Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders or Swing Line Lender, as the case may be, to be credited to the account of Borrower Company at the Funding and Payment Office for such LoansOffice. Unless Administrative Agent shall have been notified by any Lender prior to the Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender's Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Borrower Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent's demand therefor, Administrative Agent shall promptly notify Borrower, Company and Borrower Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Borrower Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and Revolving Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender's obligation to make a Loan requested hereunder nor shall the Commitment of any Lender to make the particular Type type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender's obligation to make a Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Borrowing pursuant to subsection 2.1B (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender or Swing Line Lender, as the case may be, of the proposed borrowing. Each Lender shall make the amount of its Loan available to Administrative Agent not later than 1:00 P.M. 12:00 Noon (Boston, Massachusetts New York City time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 2:00 P.M. (Boston, Massachusetts P.M.(New York City time) on the applicable Funding Date, in each case in same day fundsfunds in Dollars, at the Funding and Payment Office for such LoansOffice. Except as provided in subsection 2.1A(iv2.1A(iii) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 4.2 (in the case of Loans made on the Closing Effective Date) and 4.2 4.3 (in the case of all Loans), Administrative Agent shall make the proceeds of such Loans available to Borrower Company on the applicable Funding Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders or Swing Line Lender, as the case may be, to be credited to the account of Borrower Company at the Funding and Payment Office for such LoansOffice. Unless Administrative Agent shall have been notified by any Lender prior to the Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender's Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Borrower Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent's demand therefor, Administrative Agent shall promptly notify Borrower, Company and Borrower Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Borrower Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans (i) Subject to this subsection 2.1C and Revolving subsection 2.1D, (a) all Domestic Loans under this Agreement shall be made by US/UK Lenders simultaneously and proportionately to their respective Pro Rata SharesShares of the Commitments for the Domestic Loans requested, (b) all Japanese Loans under this Agreement shall be made by Japanese Lenders simultaneously and proportionately to their respective Pro Rata Shares of the Commitments for the Japanese Loans requested, and (c) all UK Loans under this Agreement shall be made by US/UK Lenders simultaneously and proportionately to their respective Pro Rata Shares of the Commitments for the UK Loans requested, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender's obligation to make a Loan requested hereunder nor shall the Commitment of any Lender to make the particular Type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender's obligation to make a Loan requested hereunder. Promptly after . (ii) Upon receipt by Administrative Agent of a Notice of Borrowing pursuant to subsection 2.1B (or telephonic notice in lieu thereof) for Revolving Loans that consist of Base Rate Loans and upon satisfaction or waiver of the conditions precedent specified in subsection 4.1 (in the case of Loans made on the Closing Date) and, subject to the provisions set forth in the immediately succeeding paragraph, subsection 4.2 (in the case of all Loans), Administrative the Funding Lender, without prior notice to the other Lenders, shall make such Revolving Loans on the applicable Funding Date (subject to settlement with the other applicable Lenders in accordance with subsection 2.1D) by making the proceeds of such Revolving Loans available to the Borrower on such Funding Date by causing an amount of same day funds equal to the proceeds of such Revolving Loans to be credited to the account of such Borrower at the Funding and Payment Office. Such Revolving Loans shall constitute Revolving Loans by the Funding Lender for all purposes under the Loan Documents, subject to settlement with the other applicable Lenders pursuant to subsection 2.1D. The Funding Lender shall make Revolving Loans pursuant to this subsection 2.1C(ii) notwithstanding the fact that the principal amount of such Revolving Loans, when added to the aggregate principal amount of such Funding Lender's Revolving Loans then outstanding and Pro Rata Share of the Letter of Credit Usage then in effect, may exceed such Funding Lender's Revolving Loan Commitment then in effect; provided that such Revolving Loans shall at all times be -------- Obligations owed to such Funding Lender under this Agreement; and provided, -------- further that in no event shall any Borrower fail to comply with the ------- limitations on Revolving Loans and Revolving Loan Commitments set forth in subsections 2.1A(ii) and 2.1A(iii). Notwithstanding anything in this Agreement to the contrary, if the conditions precedent specified in subsection 4.2 cannot be fulfilled with respect to any proposed Revolving Loans that consist of Base Rate Loans, the Borrower which requested such Revolving Loans shall, in its Notice of Borrowing or otherwise, give immediate written notice thereof (specifying the circumstances which prevent the conditions precedent from being fulfilled) to Agent (with a copy to each Lender) and the Funding Lender may (and each Lender hereby authorizes the Funding Lender to), but is not obligated to, continue to make Revolving Loans that are Base Rate Loans to such Borrower for 20 Business Days from the date Agent first receives such notice, or until sooner instructed by Requisite Lenders to cease making such Revolving Loans (the "Funding Lender Discretionary Period") to such Borrower. Once notice is given by a Borrower that circumstances exist which prevent the conditions precedent to borrowing from being fulfilled, no additional notice with respect to the same circumstances will be effective to commence a new Funding Lender Discretionary Period for such Borrower. (iii) Promptly after receipt by Agent of a Notice of Borrowing pursuant to subsection 2.1B (or telephonic notice in lieu thereof) for any Loans (other than Revolving Loans that consist of Base Rate Loans), Agent shall notify each Lender or Swing Line Lender, as the case may be, having that Type of Commitment of the proposed borrowing. Each such Lender shall make the amount of its Loan available to Administrative Agent in same day funds in Dollars, at the Funding and Payment Office, not later than 1:00 P.M. 12:00 Noon (Boston, Massachusetts timeLocal Time) on the applicable Funding Date, and Swing Line Lender ; provided -------- that Japanese Term Loans made on the Closing Date shall make the amount of its Swing Line Loan be made available to Administrative Agent not later than 2:00 P.M. (Boston, Massachusetts time) on the applicable Funding Date, in each case in same day funds, at the US/UK Funding and Payment Office for such LoansOffice. Except as provided in subsection 2.1A(iv) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date) and and, subject to the provisions set forth in the immediately preceding paragraph, 4.2 (in the case of all Loans), Administrative Agent shall make the proceeds of such the Loans available to the applicable Borrower on the applicable Funding Date by causing an amount of same day funds equal to the proceeds of all such Loans received by Administrative Agent from Lenders or Swing Line Lender, as the case may be, to be credited to the account of Borrower at the Funding and Payment Office for such Loans. Unless Administrative Agent shall have been notified by any Lender prior to the Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender's Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Borrower a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent's demand therefor, Administrative Agent shall promptly notify Borrower, and Borrower shall immediately pay such corresponding amount to Administrative Agent together with interest thereon for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Borrower may have against any Lender as a result of any default by such Lender hereunder.the

Disbursement of Funds. All Term Loans and Revolving Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no neither Administrative Agent nor any Lender shall be responsible for any default by any other Lender in that other Lender's obligation to make a Loan requested hereunder nor shall the Commitment of any Lender to make the particular Type type of Loan requested or Pro Rata Share of any Lender be increased or decreased as a result of a default by any other Lender in that other Lender's obligation to make a Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Borrowing pursuant to subsection 2.1B (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender or Swing Line Lender, as the case may be, for that type of Loan of the proposed borrowing. Each such Lender shall make the amount of its Loan available to Administrative Agent at the Funding and Payment Office not later than 1:00 P.M. 12:00 Noon (Boston, Massachusetts New York City time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 2:00 P.M. (Boston, Massachusetts time) on the applicable Funding Date, in each case Date in same day funds, at the Funding and Payment Office for such Loansfunds in Dollars. Except as provided in subsection 2.1A(iv) or and subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any an Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections subsection 4.1 (in the case of Loans made on the Closing Date) and 4.2 (in the case of all Loans), Administrative Agent shall make the proceeds of such Loans available to Borrower Company on the applicable Funding Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders or Swing Line Lender, as the case may be, to be credited to the account designated by Company in the applicable Notice of Borrower Borrowing. Promptly after receipt by Swing Line Lender of a Notice of Borrowing pursuant to subsection 2.1B (or telephonic notice in lieu thereof), Swing Line Lender shall make the amount of its Swing Line Loan available to Company not later than 2:00 P.M. (New York City time) on the applicable Funding Date, in each case in same day funds in Dollars, at the Swing Line Funding and Payment Office for Office. Except as set forth in subsection 2.1A(iv)(e), Swing Line Lender shall make the proceeds of any Swing Line Loan available to Company on the applicable Funding Date by causing an amount of same day funds, in Dollars, equal to the proceeds of such LoansSwing Line Loan to be credited to the account designated by Company in the applicable Notice of Borrowing. Unless Administrative Agent shall have been notified by any Lender prior to the a Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender's Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Borrower Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent's demand therefor, Administrative Agent shall promptly notify Borrower, Company and Borrower Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Borrower Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and Revolving Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no neither Administrative Agent nor any Lender shall be responsible for any default by any other Lender in that other Lender's ’s obligation to make a Revolving Loan requested hereunder nor shall the amount of the Commitment of any Lender to make the particular Type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender's ’s obligation to make a Revolving Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Revolving Borrowing pursuant to subsection 2.1B 2.1A (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender for that Type of Loan or Swing Line Lender, as the case may be, of the proposed borrowing. Each such Lender (other than Swing Line Lender) shall make the amount of its Revolving Loan available to Administrative Agent not later than 1:00 P.M. (Boston, Massachusetts Minneapolis time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 2:00 4:30 P.M. (Boston, Massachusetts Minneapolis time) on the applicable Funding Date, in each case in same day fundsfunds in Dollars, at the Funding and Payment Office for such LoansOffice. Except as provided in subsection 2.1A(iv2.1A(ii) or and subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date) and 4.2 (in the case of all Loans)4.2, Administrative Agent shall make the proceeds of such Revolving Loans available to Borrower Company on the applicable Funding Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Revolving Loans received by Administrative Agent from Lenders or Swing Line Lender, as the case may be, to be credited to the account of Borrower Company at the Funding and Payment Office for such LoansOffice. Unless Administrative Agent shall have been notified by any Lender prior to the a Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender's ’s Revolving Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Borrower Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent's ’s demand therefor, Administrative Agent shall promptly notify Borrower, Company and Borrower Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Borrower Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and Revolving Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no neither Administrative Agent nor any Lender shall be responsible for any default by any other Lender in that other Lender's ’s obligation to make a Loan requested hereunder nor shall the Commitment of any Lender to make the particular Type type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender's ’s obligation to make a Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Borrowing pursuant to subsection 2.1B (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender for that type of Loan or Swing Line Lender, as the case may be, of the proposed borrowing. Each such Lender (other than Swing Line Lender) shall make the amount of its Loan available to Administrative Agent not later than 1:00 P.M. (Boston, Massachusetts New York City time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 2:00 P.M. (Boston, Massachusetts New York City time) on the applicable Funding Date, in each case in same day fundsfunds in Dollars, at the Funding and Payment Office for such LoansOffice. Except as provided in subsection 2.1A(iv2.1A(iii) or and subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Restatement Date) and 4.2 (in the case of all Loans), Administrative Agent shall make the proceeds of such Loans available to Borrower Company on the applicable Funding Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders or Swing Line Lender, as the case may be, to be credited to the account of Borrower Company at the Funding and Payment Office for such LoansOffice. Unless Administrative Agent shall have been notified by any Lender prior to the a Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender's ’s Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Borrower Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent's ’s demand therefor, Administrative Agent shall promptly notify Borrower, Company and Borrower Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Borrower Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and Revolving Loans under this Agreement shall be made by the Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no neither the Administrative Agent nor any Lender shall be responsible for any default by any other Lender in that other Lender's ’s obligation to make a Revolving Loan requested hereunder nor shall the amount of the Commitment of any Lender to make the particular Type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender's ’s obligation to make a Revolving Loan requested hereunder. Promptly after receipt by the Administrative Agent of a Notice of Borrowing pursuant to subsection 2.1B 2.1A (or telephonic notice in lieu thereof), the Administrative Agent shall notify each Lender for that Type of Loan or a Swing Line Lender, as the case may be, of the proposed borrowing. Each Lender with a Revolving Loan Commitment shall make the amount of its Revolving Loan available to the Administrative Agent in immediately available funds in Dollars requested by the Borrower not later than 1:00 4:00 P.M. (Boston, Massachusetts Central time) on the applicable Funding Date, and the applicable Swing Line Lender shall make the amount of its Swing Line Loan (other than an Early Requested Swing Line Loan) available to the Administrative Agent in immediately available funds in Dollars not later than 2:00 4:00 P.M. (BostonCentral time) on the applicable Funding Date (provided, Massachusetts that with respect to each Early Requested Swing Line Loan, the applicable Swing Line Lender shall make the amount of such Early Requested Swing Line Loan available in Dollars no later than 9:45 A.M. (Central time) on the applicable Funding Date), in each case in same day funds, at the applicable Funding and Payment Office for such LoansOffice. Except as provided in subsection 2.1A(iv2.1A(ii) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by itLoans, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in 3.1 and 3.2, the case of Loans made on the Closing Date) and 4.2 (in the case of all Loans), Administrative Agent shall make the proceeds of such Revolving Loans advanced to it as set forth above available to the Borrower on the applicable Funding Date by causing an amount of same day funds equal to the proceeds of all such Revolving Loans received by the Administrative Agent from the Lenders or Swing Line Lender, as the case may be, to be credited to the account of the Borrower at the Funding and Payment Office for such LoansOffice. Unless the Administrative Agent shall have been notified by any Lender prior to the a Funding Date for any Loans that such Lender does not intend to make available to the Administrative Agent the amount of such Lender's ’s Revolving Loan requested on such Funding DateDate in Dollars, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such Funding Date in Dollars and the Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to the Borrower a corresponding amount on such Funding Date. If such corresponding amount in Dollars is not in fact made available to the Administrative Agent by such Lender, the Administrative Agent shall be entitled to recover such corresponding amount in Dollars on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to the Administrative Agent Agent, at the customary rate set by the Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount in Dollars forthwith upon the Administrative Agent's ’s demand therefor, the Administrative Agent shall promptly notify Borrower, the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent in Dollars together with interest thereon thereon, for each day from such Funding Date until the date such amount is paid to the Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that the Borrower may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and Revolving Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata SharesShares of the Commitments for the particular types of Loans requested, it being understood that no Lender shall be responsible for any default by any other Lender in of that other Lender's obligation to make a Loan requested hereunder nor shall the Commitment of any Lender to make the particular Type type of Loan requested be increased or decreased as a result of a the default by any other Lender in of that other Lender's obligation to make a Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Borrowing pursuant to subsection 2.1B (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender or Swing Line LenderBankers, as the case may be, of the proposed borrowing. Each Lender shall make the amount of its Loan Loans available to Administrative Agent not later than 1:00 P.M. (BostonAgent, Massachusetts time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 2:00 P.M. (Boston, Massachusetts time) on the applicable Funding Date, in each case in same day funds, at the office of Administrative Agent located at One Bankers Trust Plaza, New York, New York not later than 3:00 p.m. (New York time) on the Funding and Payment Office for such LoansDate. Except with respect to the repayment of Refunded Swing Line Loans, as provided in subsection 2.1A(iv) ), or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any the reimbursement of an Issuing Lender for the amount of a drawing under on a Letter of Credit issued by itCredit, as provided in subsection 2.7D, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (3.1 and 3.4 in the case of the initial Revolving Loans made and Swing Line Loans on the Closing Date) initial Funding Date (and/or subsection 3.1 and 4.2 (3.4 in the case of all Loansany initial Acquisition Term Loans on the initial Funding Date) and subsection 3.4 in the case of Revolving Loans and Swing Line Loans on any subsequent Funding Date (and subsection 3.3 and 3.4 in the case of Acquisition Term Loans on any subsequent Funding Date), Administrative Agent shall make the proceeds of such Loans available to the applicable Borrower on the applicable Funding Date by causing an amount of same day funds equal to the proceeds of all such Loans received by Administrative Agent from Lenders or Swing Line Lender, as at its office located at the case may be, address set forth in the preceding sentence to be credited to the account of the applicable Borrower at the Funding and Payment Office for such Loansoffice of Administrative Agent. Unless Administrative Agent shall have been notified by any Lender prior to the a Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender's Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to the applicable Borrower a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Prime Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent's demand therefor, Administrative Agent shall promptly notify Borrower, the applicable Borrower and such Borrower shall immediately pay such corresponding amount to Administrative Agent together with interest thereon thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Prime Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that any Borrower may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and Revolving Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no that, except as provided in the succeeding sentence, (i) neither Administrative Agent nor any Lender shall be responsible for any default by any other Lender in that other Lender's ’s obligation to make a Loan requested hereunder nor (ii) shall the amount of the Commitment of any Lender to make the particular Type type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender's ’s obligation to make a Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Borrowing pursuant to subsection 2.1B (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender for that type of Loan or Swing Line Lender, as the case may be, of the proposed borrowing. Each such Lender (other than Swing Line Lender) shall make the amount of its Loan available to Administrative Agent not later than 1:00 P.M. 11:00 a.m. (Boston, Massachusetts San Francisco time) on the applicable Funding Date (provided that with respect to Loans made on the Closing Date, such time shall be 10:00 a.m. (San Francisco time), and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 2:00 P.M. 12:00 noon (Boston, Massachusetts San Francisco time) on the applicable Funding Date, in each case in same day fundsfunds in Dollars, at the Funding and Payment Office for such LoansOffice. Except as provided in subsection 2.1A(iv2.1A(iii) or and subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date) and 4.2 (in the case of all Loans), Administrative Agent shall make the proceeds of such Loans available to Borrower Company on the applicable Funding Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders or Swing Line Lender, as the case may be, to be credited to the account of Borrower Company at the Funding and Payment Office for such LoansOffice. Unless Administrative Agent shall have been notified by any Lender prior to the a Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender's ’s Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but but, shall not be obligated to, make available to Borrower Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent's ’s demand therefor, Administrative Agent shall promptly notify Borrower, Company and Borrower Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Borrower Company may have against any Lender as a result of any default by such Lender hereunder. Anything to the contrary herein notwithstanding, all Incremental Term Loans shall be borrowed pursuant to, and in accordance with subsection 2.10, and all Other Term Loans shall be borrowed pursuant to, and in accordance with, subsection 2.12.

Disbursement of Funds. All Term Loans and Revolving Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no neither Administrative Agent nor any Lender shall be responsible for any default by any other Lender in that other Lender's obligation to make a Loan requested hereunder nor shall the Commitment of any Lender to make the particular Type type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender's obligation to make a Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Borrowing pursuant to subsection 2.1B (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender for that type of Loan or Swing Line Lender, as the case may be, of the proposed borrowing. Each such Lender (other than Swing Line Lender) shall make the amount of its Loan available to Administrative Agent not no later than 1:00 P.M. (Boston, Massachusetts New York City time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not no later than 2:00 P.M. (Boston, Massachusetts New York City time) on the applicable Funding Date, in each case in same day fundsfunds in Dollars, at the Funding and Payment Office for such LoansOffice. Except as provided in subsection 2.1A(iv2.1A(iii) or and subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections subsection 4.1 (in the case of Loans made on the Closing Date) and subsection 4.2 (in the case of all Loans), Administrative Agent shall make the proceeds of such Loans available to Borrower Company on the applicable Funding Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders or Swing Line Lender, as the case may be, to be credited to the account of Borrower Company at the Funding and Payment Office for such LoansOffice. Unless Administrative Agent shall have been notified by any Lender prior to the a Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender's Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Borrower Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent's demand therefor, Administrative Agent shall promptly notify Borrower, Company and Borrower Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Borrower Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Tranche A Term Loans, Tranche B Term --------------------- Loans, Tranche C Term Loans and Revolving Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata -------- Shares, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender's obligation to make a Loan requested hereunder nor shall the Commitment of any Lender to make the particular Type type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender's obligation to make a Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Borrowing pursuant to subsection 2.1B (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender or Swing Line Lender, as the case may be, of the proposed borrowing. Each Lender shall make the amount of its Loan available to Administrative Agent not later than 1:00 P.M. (Boston, Massachusetts New York City time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 2:00 P.M. (Boston, Massachusetts New York City time) on the applicable Funding Date, in each case in same day fundsfunds in Dollars, at the Funding and Payment Office for such LoansOffice. Except as provided in subsection 2.1A(iv2.1A(v) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date) and 4.2 (in the case of all Loans), Administrative Agent shall make the proceeds of such Loans available to the relevant Borrower or Borrowers on the applicable Funding Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders or Swing Line Lender, as the case may be, to be credited to the account account(s) of the relevant Borrower or Borrowers at the Funding and Payment Office for such LoansOffice. Unless Administrative Agent shall have been notified by any Lender prior to the Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender's Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to the relevant Borrower or Borrowers a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent's demand therefor, Administrative Agent shall promptly notify Borrower, Borrowers and Borrower shall Borrowers jointly and severally agree to pay immediately pay such corresponding amount to Administrative Agent together with interest thereon thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement of interest then applicable to the Loan for Base Rate Loanswhich Administrative Agent has demanded payment. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Borrower Borrowers may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and Revolving Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no neither Administrative Agent nor any Lender shall be responsible for any default by any other Lender in that other Lender's ’s obligation to make a Loan requested hereunder nor shall the amount of the Commitment of any Lender to make the particular Type type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender's ’s obligation to make a Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Borrowing pursuant to subsection 2.1B (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender for that type of Loan or Swing Line Lender, as the case may be, of the proposed borrowing. Each such Lender (other than Swing Line Lender) shall make the amount of its Loan available to Administrative Agent not later than 1:00 P.M. (Boston, Massachusetts New York City time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 2:00 1:00 P.M. (Boston, Massachusetts New York City time) on the applicable Funding Date, in each case in same day fundsfunds in Dollars, at the Funding and Payment Office for such LoansOffice. Except as provided in subsection 2.1A(iv) or and subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date) and 4.2 (in the case of all Loans), Administrative Agent shall make the proceeds of such Loans available to Borrower Company on the applicable Funding Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders or Swing Line Lender, as the case may be, to be credited to the account of Borrower Company at the Funding and Payment Office for or such Loansother account as specified by Company in the applicable Notice of Borrowing. Unless Administrative Agent shall have been notified by any Lender prior to the a Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender's ’s Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Borrower Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent's ’s demand therefor, Administrative Agent shall promptly notify Borrower, Company and Borrower Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Borrower Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and Revolving Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender's obligation to make a Loan requested hereunder nor shall the Commitment of any Lender to make the particular Type type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender's obligation to make a Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Borrowing pursuant to subsection 2.1B (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender or Swing Line Lender, as the case may be, of the proposed borrowing. Each Lender shall make the amount of its Loan available to Administrative Agent not later than 1:00 P.M. 9:00 A.M. (Boston, Massachusetts San Francisco time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 2:00 P.M. (Boston, Massachusetts time) on the applicable Funding Date, in each case Date in same day fundsfunds in Dollars, at the Funding and Payment Office for such LoansOffice. Except as provided in subsection 2.1A(iv) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any the Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections subsection 4.1 (in the case of Loans made on the Closing Date) and 4.2 (in the case of all Loans), Administrative Agent shall make the proceeds of such Loans available to Borrower Company on the applicable Funding Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders or Swing Line Lender, as the case may be, to be credited to the account of Borrower Company at the Funding and Payment Office for such LoansOffice. Unless Administrative Agent shall have been notified by any Lender prior to the Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender's Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Borrower Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent's demand therefor, Administrative Agent shall promptly notify Borrower, and Borrower shall immediately pay such corresponding amount to Administrative Agent together with interest thereon for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Borrower may have against any Lender as a result of any default by such Lender hereunder.upon

Disbursement of Funds. All Term Loans and Revolving Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender's ’s obligation to make a Loan requested hereunder nor shall the Commitment of any Lender to make the particular Type type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender's ’s obligation to make a Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Borrowing pursuant to subsection 2.1B (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender or Swing Line Lender, as the case may be, of the proposed borrowing. Each Lender shall make the amount of its Loan available to Administrative Agent not later than 1:00 P.M. 12:00 Noon (Boston, Massachusetts New York City time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 2:00 P.M. (Boston, Massachusetts New York City time) on the applicable Funding Date, in each case in same day fundsfunds in Dollars, at the Funding and Payment Office for such LoansOffice. Except as provided in subsection 2.1A(iv2.1A(ii) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date) and 4.2 (in the case of all Loans), Administrative Agent shall make the proceeds of such Loans available to Borrower Company on the applicable Funding Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders or Swing Line Lender, as the case may be, to be credited to the account of Borrower at the Funding and Payment Office for such LoansCompany. Unless Administrative Agent shall have been notified by any Lender prior to the Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender's ’s Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Borrower Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Alternate Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent's demand thereforwithin three Business Days after such amount should have been made available, Administrative Agent shall promptly notify Borrower, Company and Borrower Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Alternate Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Borrower Company may have against any Lender as a result of any default by such Lender hereunder.