Common use of Disbursement of Funds Clause in Contracts

Disbursement of Funds. No later than 1:00 P.M. (New York City time) on the date specified in each Notice of Borrowing, each Lender with a Commitment of the relevant Tranche will make available its pro rata portion (determined in accordance with Section 2.07) of each such Borrowing requested to be made on such date. All such amounts will be made available in Dollars and in immediately available funds at the Notice Office, and the Administrative Agent will make all funds so received by it in like funds as received by the Administrative Agent by wire transfer of such funds to the account designated in writing by Xxxxxxxx (including in any Notice of Borrowing) from time to time. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any Borrowing that such Lender does not intend to make available to the Administrative Agent such Xxxxxx’s portion of any Borrowing to be made on such date, the Administrative Agent may assume that such Xxxxxx has made such amount available to the Administrative Agent on such date of Borrowing and the Administrative Agent may (but shall not be obligated to), in reliance upon such assumption, make available to Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify Borrower and Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Lender or Borrower interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to Borrower until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking rules on interbank compensation and (ii) if recovered from Borrower, the rate of interest applicable to the relevant Borrowing, as determined pursuant to Section 2.08. Nothing in this Section 2.04 shall be deemed to relieve any Lender from its obligation to make Term Loans hereunder or to prejudice any rights which Borrower may have against any Lender as a result of any failure by such Xxxxxx to make Term Loans hereunder.

Disbursement of Funds. No All Revolving Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender's obligation to make a 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 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 (New York City time) on the date specified applicable Funding Date, in each Notice of Borrowingcase in same day funds in Dollars, each Lender with a Commitment of the relevant Tranche will make available its pro rata portion (determined in accordance with Section 2.07) of each such Borrowing requested to be made on such date. All such amounts will be made available in Dollars and in immediately available funds at the Notice Funding and Payment Office, and the Administrative Agent will make all funds so received by it in like funds as received by the Administrative Agent by wire transfer of such funds to the account designated in writing by Xxxxxxxx (including in any Notice of Borrowing) from time to time. Unless the Administrative Agent shall have been notified by any Lender prior to the date of Funding Date for any Borrowing Loans that such Lender does not intend to make available to the Administrative Agent the amount of such Xxxxxx’s portion of any Borrowing to be made Lender's Loan requested on such dateFunding Date, the Administrative Agent may assume that such Xxxxxx Lender has made such amount available to the Administrative Agent on such date of Borrowing Funding Date and the Administrative Agent may (may, in its sole discretion, but shall not be obligated to), in reliance upon such assumption, make available to Borrower Company a corresponding amountamount on such Funding Date. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such LenderLender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s 's demand therefor, the Administrative Agent shall promptly notify Borrower Company and Borrower Company shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Lender or Borrower together with interest on such corresponding amount in respect of thereon, for each day from the date such corresponding amount was made available by the Administrative Agent to Borrower Funding Date until the date such corresponding amount is recovered by the paid to Administrative Agent, at a rate per annum equal to (i) if recovered from such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking rules on interbank compensation and (ii) if recovered from Borrower, the rate of interest applicable to the relevant Borrowing, as determined pursuant to Section 2.08payable under this Agreement for Base Rate Loans. Nothing in this Section 2.04 subsection 2.1C shall be deemed to relieve any Lender from its obligation to make Term Loans fulfill its Commitments hereunder or to prejudice any rights which Borrower that Company may have against any Lender as a result of any failure default by such Xxxxxx to make Term Loans Lender hereunder.

Disbursement of Funds. (a) No later than 1:00 P.M. 12:00 Noon (New York City time) on the date specified in each Notice of BorrowingBorrowing (including Mandatory Borrowings) of Revolving Credit Loans, each Lender with a Commitment of the relevant Tranche will make available its pro rata portion (determined in accordance with Section 2.07) Applicable Percentage, if any, of each such Borrowing of Revolving Credit Loans requested to be made on such datedate in the manner provided below. All such amounts will No later than 3:00 p.m. (New York time) on the date specified in each Notice of Borrowing relating to Swingline Loans, the Swingline Lender shall make available to the Borrower its Swingline Loan to be made on such date. (b) Each Lender shall make available all amounts it is to fund to the Borrower under any Borrowing in Dollars and in immediately available funds to the Administrative Agent at the Notice Office, Administrative Agent’s Office and the Administrative Agent will (except in the case of Mandatory Borrowings and Borrowings to repay Unpaid Drawings and Protective Advances) make all funds so received available to the Borrower, by it in like funds as received by depositing to the Borrower’s account at the Administrative Agent by wire transfer Agent’s Office the aggregate of such funds to the account designated amounts so made available in writing by Xxxxxxxx (including in any Notice of Borrowing) from time to timeDollars. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any such Borrowing that such Lender does not intend to make available to the Administrative Agent such Xxxxxx’s its portion of any the Borrowing or Borrowings to be made on such date, the Administrative Agent may assume that such Xxxxxx Lender has made such amount available to the Administrative Agent on such date of Borrowing Borrowing, and the Administrative Agent may (but shall not be obligated to)Agent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such LenderLender and the Administrative Agent has made available the same to the Borrower, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, therefor the Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also shall be entitled to recover on demand from such Lender or the Borrower interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower until to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from paid by such Lender, the greater of (x) the Federal Funds Effective Rate and (y) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation and or (ii) if recovered from paid by the Borrower, the then-applicable rate of interest applicable to the relevant Borrowing, as determined pursuant to Section 2.08. for ABR Loans. (c) Nothing in this Section 2.04 2.4 shall be deemed to relieve any Lender from its obligation to make Term Loans fulfill its commitments hereunder or to prejudice any rights which that the Borrower may have against any Lender as a result of any failure default by such Xxxxxx Lender hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make Term Loans fulfill its commitments hereunder).

Disbursement of Funds. No All Revolving Loans shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that neither Administrative Agent nor any Lender shall be responsible for any default by any other Lender in that other Lender’s obligation to make a 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 obligation to make a Revolving Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Revolving Borrowing pursuant to subsection 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. (New York City Minneapolis time) on the date applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 3:00 P.M. (Minneapolis time) on the applicable Funding Date, in each case in same day funds in Dollars, at the Funding and Payment Office. Except as provided in subsection 2.1A(ii) 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 each Notice subsections 4.1 and 4.2, Administrative Agent shall make the proceeds of Borrowing, each Lender with a Commitment such Revolving Loans available to Company on the applicable Funding Date by causing an amount of same day funds in Dollars equal to the relevant Tranche will make available its pro rata portion (determined in accordance with Section 2.07) proceeds of each all such Borrowing requested Revolving Loans received by Administrative Agent from Lenders to be made on such date. All such amounts will be made available in Dollars and in immediately available funds at the Notice Office, and the Administrative Agent will make all funds so received by it in like funds as received by the Administrative Agent by wire transfer of such funds credited to the account designated in writing by Xxxxxxxx (including in any Notice of Borrowing) from time to timeCompany at the Funding and Payment Office. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any Borrowing a Funding Date that such Lender does not intend to make available to the Administrative Agent the amount of such XxxxxxLender’s portion of any Borrowing to be made Revolving Loan requested on such dateFunding Date, the Administrative Agent may assume that such Xxxxxx Lender has made such amount available to the Administrative Agent on such date of Borrowing Funding Date and the Administrative Agent may (may, in its sole discretion, but shall not be obligated to), in reliance upon such assumption, make available to Borrower Company a corresponding amountamount on such Funding Date. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such LenderLender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify Borrower Company and Borrower Company shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Lender or Borrower together with interest on such corresponding amount in respect of thereon, for each day from the date such corresponding amount was made available by the Administrative Agent to Borrower Funding Date until the date such corresponding amount is recovered by the paid to Administrative Agent, at a rate per annum equal to (i) if recovered from such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking rules on interbank compensation and (ii) if recovered from Borrower, the rate of interest applicable to the relevant Borrowing, as determined pursuant to Section 2.08payable under this Agreement for Base Rate Loans. Nothing in this Section 2.04 subsection 2.1C shall be deemed to relieve any Lender from its obligation to make Term Loans fulfill its Commitments hereunder or to prejudice any rights which Borrower that Company may have against any Lender as a result of any failure default by such Xxxxxx to make Term Loans Lender hereunder.

Disbursement of Funds. No Not later than 1:00 P.M. (New York City time) on the date specified in each Notice of Borrowing, each Lender with a Commitment of under the relevant Tranche respective Tranche, will make available its pro rata portion (determined in accordance with Section 2.071.07) of each such Borrowing requested to be made on such date (or, in the case of Additional Tranche C Term Loans, each Lender with a Tranche C Term Loan Commitment will make available an amount thereof equal to its Tranche C Term Loan Commitment on the Restatement Effective Date (prior to the termination thereof pursuant to Section 3.03(c) on such date)). All such amounts will shall be made available in Dollars and in immediately available funds at the Notice OfficePayment Office of the Administrative Agent, and the Administrative Agent will make all available to the respective Borrower the Payment Office or such other location as may be reasonably satisfactory to the Administrative Agent and specified in the relevant Notice of Borrowing the aggregate of the amounts so made available by the Lenders prior to 3:00 P.M. (New York time) on such day to the extent of funds so received by it in like funds as actually received by the Administrative Agent by wire transfer of prior to such funds to the account designated in writing by Xxxxxxxx (including in any Notice of Borrowing) from time to timeon such day. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any Borrowing that such Lender does not intend to make available to the Administrative Agent such XxxxxxLender’s portion of any Borrowing to be made on such date, the Administrative Agent may assume that such Xxxxxx Lender has made such amount available to the Administrative Agent on such date of Borrowing and the Administrative Agent may (but shall not be obligated to)may, in reliance upon such assumption, make available to the relevant Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify the relevant Borrower to pay immediately such corresponding amount to the Administrative Agent and such Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also shall be entitled to recover on demand from such Lender or the U.S. Borrower or the Bermuda Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the respective Borrower until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such Lender, the greater of the overnight Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking rules on interbank compensation and (ii) if recovered from the respective Borrower, the rate of interest applicable to the relevant respective Borrowing, as determined pursuant to Section 2.081.08. Nothing in this Section 2.04 1.04 shall be deemed to relieve any Lender from its obligation to make Term Loans hereunder or to prejudice any rights which the relevant Borrower may have against any Lender as a result of any failure by such Xxxxxx Lender to make Term Loans hereunder.

Disbursement of Funds. No later than 1:00 P.M. (New York City time) on All Revolving Loans under this Agreement shall be made by the date specified Lenders simultaneously and in each proportion to their respective Pro Rata Shares, it being understood that no Lender shall be responsible for any default by any Defaulting Lender in that Defaulting Lender's obligation to make a Revolving 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 Defaulting Lender in that Defaulting Lender's obligation to make a Loan requested hereunder. Promptly after receipt by the Agent of a Notice of Borrowing, each Lender with a Commitment of the relevant Tranche will make available its pro rata portion (determined in accordance with Section 2.07) of each such Borrowing requested pursuant to be made on such date. All such amounts will be made available in Dollars and in immediately available funds at the Notice Office, and the Administrative Agent will make all funds so received by it in like funds as received by the Administrative Agent by wire transfer of such funds to the account designated in writing by Xxxxxxxx (including in any Notice of Borrowing) from time to time. Unless the Administrative Agent shall have been notified by any Lender prior to the date of Funding Date for any Borrowing Revolving Loans that such Lender does not intend to make available to the Administrative Agent the amount of such Xxxxxx’s portion of any Borrowing to be made Lender's Revolving Loan requested on such dateFunding Date, the Administrative Agent may assume that such Xxxxxx Lender has made such amount available to the Administrative Agent on such date of Borrowing Funding Date and the Administrative Agent may (may, in its sole discretion, but shall not be obligated to), in reliance upon such assumption, make available to Borrower the Company a corresponding amountamount on such Funding Date. If all or part of 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 Defaulted Amount on demand from such LenderDefaulting Lender together with interest thereon, for each day from such Funding Date until the date such Defaulted Amount is paid to the Agent at the Federal Funds Effective Rate for three Business Days, and thereafter at the Base Rate. If such Defaulting Lender does not pay such corresponding amount Defaulted Amount forthwith upon the Administrative Agent’s 's demand therefor, the Administrative Agent shall promptly notify Borrower the Company and Borrower the Company shall immediately pay such corresponding amount Defaulted Amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand together with interest thereon, for each day from such Funding Date until the date such Defaulted Amount is paid to the Agent, at the Base Rate. If such Lender or Borrower interest on pays to the Agent the Defaulted Amount, such amount so paid shall constitute a Revolving Loan, and the Agent shall promptly return to the Company such corresponding amount in respect of each same day from the date such corresponding amount was made available by the Administrative Agent to Borrower until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking rules on interbank compensation and (ii) if recovered from Borrower, the rate of interest applicable to the relevant Borrowing, as determined pursuant to Section 2.08funds. Nothing in this Section 2.04 subsection 2.1C shall be deemed to relieve any Lender from its obligation to make Term Loans fulfill its Revolving Loan Commitment hereunder or to prejudice any rights which Borrower that the Company may have against any Lender as a result of any failure default by such Xxxxxx to make Term Loans Lender hereunder.

Disbursement of Funds. (1) No later than 1:00 P.M. 11:00 A.M. (New York City timelocal time for the Administrative Agent) on the date specified in of each Notice Borrowing of BorrowingSyndicate Loans pursuant to the Line of Credit Commitments (other than one resulting from a conversion or continuation pursuant to Section 3.01(b)(i)), each Lender with a Commitment of the relevant Tranche will make available its pro rata portion (determined in accordance with Section 2.07) Pro Rata Share of each the amount of such Borrowing requested to be made on such date. All such amounts will be made available in Dollars and in immediately available funds at the Notice Office, and Payment Office of the Administrative Agent. The Administrative Agent will make all funds available to Borrower the aggregate of the amounts (if any) so received made available by it the Lenders to the Administrative Agent in like funds as received a timely manner by crediting such amounts to Borrower's demand deposit account maintained with the Administrative Agent or at Borrower's option, to effect a wire transfer of such amounts to Borrower's account specified by the Borrower, by the close of business on such Business Day. In the event that the Lenders do not make such amounts available to the Administrative Agent by the time prescribed above, but such amount is received later that day, such amount may be credited to Borrower in the manner described in the preceding sentence on the next Business Day (with interest on such amount to begin accruing hereunder on such next Business Day). (2) No later than 2:00 P.M. (local time for the applicable Lender) on the date of each Borrowing of Competitive Bid Loans (other than one resulting from a conversion or continuation pursuant to Section 3.01(b)(ii)), the Lender making any Competitive Bid Loan will make available the amount of such Borrowing in immediately available funds by wire transfer to an account specified by the Borrower, by the close of business on such funds Business Day on the date of each Borrowing pursuant to the account designated in writing by Xxxxxxxx Line of Credit Commitments (including in any Notice of Borrowingother than one resulting from a conversion or continuation pursuant to Section 3.01(b)(ii)). (3) from time to time. Unless the Administrative Agent shall have been notified by the Lender making any Lender Syndicate Loan prior to the date of any a Borrowing that such Lender does not intend to make available to the Administrative Agent such Xxxxxx’s Lender's portion of any the Borrowing to be made on such date, the Administrative Agent may assume that such Xxxxxx Lender has made such amount available to the Administrative Agent on such date of Borrowing and the Administrative Agent may (but shall not be obligated to), in reliance upon such assumption, make available to Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such LenderLender on the date of Borrowing, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such LenderLender together with interest at the Federal Funds Rate. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s 's demand therefor, the Administrative Agent shall promptly notify Borrower Borrower, and Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Lender or Borrower together with interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to Borrower until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking rules on interbank compensation and (ii) if recovered from Borrower, the rate of interest applicable to specified for the relevant Borrowing, as determined pursuant to Section 2.08. Nothing in this Section 2.04 subsection shall be deemed to relieve any Lender from its obligation to make Term Loans fund its Line of Credit Commitments hereunder or to prejudice any rights which Borrower may have against any Lender as a result of any failure default by such Xxxxxx Lender hereunder. (4) All Borrowings of Syndicate Loans shall be loaned by the Lenders on the basis of their Pro Rata Share of the Line of Credit Commitments. All Borrowings of Competitive Bid Loans under the Line of Credit Commitments shall be loaned by the Lenders whose quotes were accepted by the Borrower. No Lender shall be responsible for any default by any other Lender in its obligations hereunder, and each Lender shall be obligated to make Term the Line of Credit Loans provided to be made by it hereunder, regardless of the failure of any other Lender to fund its Line of Credit Commitments hereunder.

Disbursement of Funds. No All Term Loans and Revolving Loans shall be made by Xxxxxxx simultaneously and proportionately to their respective Pro Rata Shares, it being understood that neither Administrative Agent nor any Lender shall be responsible for any default by any other Lender in that other Xxxxxx's obligation to make a 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 obligation to make a Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Borrowing pursuant to subsection 2.1(b) (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender for that type of Loan of the proposed borrowing. Each such Lender shall make the amount of its Loan available to Administrative Agent not later than 1:00 P.M. 12:00 noon (New York City time) on the date applicable Funding Date, in each case in same day funds in Dollars, at the Funding and Payment Office. Upon satisfaction or waiver of the conditions precedent specified in each Notice subsections 4.1 (in the case of BorrowingLoans made on the Closing Date) and 4.2 (in the case of all Loans), each Lender with a Commitment Administrative Agent shall make the proceeds of such Loans available to Company on the relevant Tranche will make available its pro rata portion (determined applicable Funding Date by causing an amount of same day funds in accordance with Section 2.07) Dollars equal to the proceeds of each all such Borrowing requested Loans received by Administrative Agent from Lenders to be made on such date. All such amounts will be made available in Dollars and in immediately available funds at the Notice Office, and the Administrative Agent will make all funds so received by it in like funds as received by the Administrative Agent by wire transfer of such funds credited to the account designated in writing by Xxxxxxxx (including in any Notice of Borrowing) from time to timeCompany at the Funding and Payment Office. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any Borrowing a Funding Date that such Lender does not intend to make available to the Administrative Agent the amount of such Xxxxxx’s portion of any Borrowing to be made 's Loan requested on such dateFunding Date, the Administrative Agent may assume that such Xxxxxx has made such amount available to the Administrative Agent on such date of Borrowing Funding Date and the Administrative Agent may (may, in its sole discretion, but shall not be obligated to), in reliance upon such assumption, make available to Borrower Company a corresponding amountamount on such Funding Date. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such LenderLender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s 's demand therefor, the Administrative Agent shall promptly notify Borrower Company and Borrower Company shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Lender or Borrower together with interest on such corresponding amount in respect of thereon, for each day from the date such corresponding amount was made available by the Administrative Agent to Borrower Funding Date until the date such corresponding amount is recovered by the paid to Administrative Agent, at a rate per annum equal to (i) if recovered from such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking rules on interbank compensation and (ii) if recovered from Borrower, the rate of interest applicable to the relevant Borrowing, as determined pursuant to Section 2.08payable under this Agreement for Base Rate Loans. Nothing in this Section 2.04 subsection 2.1(c) shall be deemed to relieve any Lender from its obligation to make Term Loans fulfill its Commitments hereunder or to prejudice any rights which Borrower that Company may have against any Lender as a result of any failure default by such Xxxxxx to make Term Loans Lender hereunder.

Disbursement of Funds. No All Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that 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 a 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) or a notice deemed to be a Notice of Borrowing pursuant to subsection 2.1B, Administrative Agent shall notify each Lender of the proposed borrowing. Each such Lender shall make the amount of its Loan available to Administrative Agent not later than 1:00 P.M. 12:00 Noon (New York City time) on the date applicable Funding Date, in same day funds in Dollars, at the Funding and Payment Office. Upon satisfaction or waiver of the conditions precedent specified in each Notice subsections 3.1 (in the case of BorrowingLoans made on the Closing Date) and 3.2 (in the case of all Loans), each Lender with a Commitment Administrative Agent shall make the proceeds of such Loans available to Borrowers on the relevant Tranche will make available its pro rata portion (determined applicable Funding Date by causing an amount of same day funds in accordance with Section 2.07) Dollars equal to the proceeds of each all such Borrowing requested Loans received by Administrative Agent from Lenders to be made on such date. All such amounts will be made available in Dollars and in immediately available funds at the Notice Office, and the Administrative Agent will make all funds so received by it in like funds as received by the Administrative Agent by wire transfer of such funds credited to the account designated in writing by Xxxxxxxx (including in any Notice of Borrowing) from time to timeBorrowers at the Funding and Payment Office. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any Borrowing a Funding Date that such Lender does not intend to make available to the Administrative Agent the amount of such Xxxxxx’s portion of any Borrowing to be made Lender's Loan requested on such dateFunding Date, the Administrative Agent may assume that such Xxxxxx Lender has made such amount available to the Administrative Agent on such date of Borrowing Funding Date and the Administrative Agent may (may, in its sole discretion, but shall not be obligated to), in reliance upon such assumption, make available to Borrower Borrowers a corresponding amountamount on such Funding Date. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such LenderLender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s 's demand therefor, the Administrative Agent shall promptly notify Borrower Borrowers and Borrower Borrowers shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Lender or Borrower together with interest on such corresponding amount in respect of thereon, for each day from the date such corresponding amount was made available by the Administrative Agent to Borrower Funding Date until the date such corresponding amount is recovered by the paid to Administrative Agent, at a rate per annum equal to (i) if recovered from such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking rules on interbank compensation and (ii) if recovered from Borrower, the rate of interest applicable to the relevant Borrowing, as determined pursuant to Section 2.08payable under this Agreement for Base Rate Loans. Nothing in this Section 2.04 subsection 2.1C shall be deemed to relieve any Lender from its obligation to make Term Loans fulfill its Commitments hereunder or to prejudice any rights which Borrower that Borrowers may have against any Lender as a result of any failure default by such Xxxxxx to make Term Loans Lender hereunder.

Disbursement of Funds. No All Loans shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that neither Administrative Agent nor any Lender shall be responsible for any default by any other Lender in that other Lender’s obligation to make a Loan requested hereunder nor shall the 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 obligation to make a Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Borrowing pursuant to Section 2.1(b) (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender of the proposed borrowing. Each Lender shall make the amount of its Loan available to Administrative Agent not later than 1:00 P.M. 12:00 Noon (New York City time) on the date specified Second Restatement Date, in each Notice of Borrowingcase in same day funds in Dollars, each Lender with a Commitment of at the relevant Tranche will make available its pro rata portion (determined Funding and Payment Office in accordance with Section 2.07) of each such Borrowing requested to be made on such date. All such amounts will be made available in Dollars and in immediately available funds at the Notice Office, and the Administrative Agent will make all funds so received by it in like funds as received by the Administrative Agent by wire transfer of such funds to the account designated in writing by Xxxxxxxx (including in any Notice of Borrowing) from time to timeFunds Flow Memorandum. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any Borrowing Second Restatement Date that such Lender does not intend to make available to the Administrative Agent the amount of such XxxxxxLender’s portion of any Borrowing to be made Loan requested on such datethe Second Restatement Date, the Administrative Agent may assume that such Xxxxxx Lender has made such amount available to the Administrative Agent on such date of Borrowing the Second Restatement Date and the Administrative Agent may (may, in its sole discretion, but shall not be obligated to), in reliance upon such assumption, make available to Borrower Company a corresponding amountamount on the Second Restatement Date. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender, the Administrative Agent shall promptly notify Company and shall be entitled to recover such corresponding amount on demand from such LenderLender together with interest thereon, for each day from the Second Restatement Date until the date such amount is paid to Administrative Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify Borrower Company and Borrower Company shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Lender or Borrower together with interest on such corresponding amount in respect of thereon, for each day from the date such corresponding amount was made available by the Administrative Agent to Borrower Second Restatement Date until the date such corresponding amount is recovered by the paid to Administrative Agent, at a rate per annum equal to (i) if recovered from such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking rules on interbank compensation and (ii) if recovered from Borrower, the rate of interest applicable to the relevant Borrowing, as determined pursuant to Section 2.08payable under this Agreement for Base Rate Loans. Nothing in this Section 2.04 2.1(c) shall be deemed to relieve any Lender from its obligation to make Term Loans fulfill its Commitments hereunder or to prejudice any rights which Borrower that Company may have against any Lender as a result of any failure default by such Xxxxxx to make Term Loans Lender hereunder.

Disbursement of Funds. No All Revolving Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that 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 Revolving Loan requested hereunder nor shall the Commitment of any Lender to make a Revolving 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) or a notice deemed to be a Notice of Borrowing pursuant to subsection 2.1B, Administrative Agent shall notify each Lender of the proposed borrowing. Each such Lender shall make the amount of its Revolving Loan available to Administrative Agent not later than 1:00 P.M. 12:00 Noon (New York City Chicago time) on the date applicable Funding Date, in same day funds in Dollars, at the Funding and Payment Office. Upon satisfaction or waiver of the conditions precedent specified in each Notice subsections 4.1 (in the case of BorrowingRevolving Loans made on the Closing Date) and 4.2 (in the case of all Revolving Loans), each Lender with a Commitment Administrative Agent shall make the proceeds of such Revolving Loans available to Borrowers on the relevant Tranche will make available its pro rata portion (determined applicable Funding Date by causing an amount of same day funds in accordance with Section 2.07) Dollars equal to the proceeds of each all such Borrowing requested Revolving Loans received by Administrative Agent from Lenders to be made on such date. All such amounts will be made available in Dollars and in immediately available funds at the Notice Office, and the Administrative Agent will make all funds so received by it in like funds as received by the Administrative Agent by wire transfer of such funds credited to the account designated in writing by Xxxxxxxx (including in any Notice of Borrowing) from time to timeBorrowers at the Funding and Payment Office. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any Borrowing a Funding Date that such Lender does not intend to make available to the Administrative Agent the amount of such Xxxxxx’s portion of any Borrowing to be made Lender's Revolving Loan requested on such dateFunding Date, the Administrative Agent may assume that such Xxxxxx Lender has made such amount available to the Administrative Agent on such date of Borrowing Funding Date and the Administrative Agent may (may, in its sole discretion, but shall not be obligated to), in reliance upon such assumption, make available to Borrower Borrowers a corresponding amountamount on such Funding Date. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such LenderLender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s 's demand therefor, the Administrative Agent shall promptly notify Borrower Borrowers and Borrower Borrowers shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Lender or Borrower together with interest on such corresponding amount in respect of thereon, for each day from the date such corresponding amount was made available by the Administrative Agent to Borrower Funding Date until the date such corresponding amount is recovered by the paid to Administrative Agent, at a rate per annum equal to (i) if recovered from such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking rules on interbank compensation and (ii) if recovered from Borrower, the rate of interest applicable to the relevant Borrowing, as determined pursuant to Section 2.08payable under this Agreement for Base Rate Loans. Nothing in this Section 2.04 subsection 2.1C shall be deemed to relieve any Lender from its obligation to make Term Loans fulfill its Commitments hereunder or to prejudice any rights which Borrower that Borrowers may have against any Lender as a result of any failure default by such Xxxxxx to make Term Loans Lender hereunder.

Disbursement of Funds. (a) No later than 1:00 P.M. 12:00 Noon (New York City timelocal time for the Agent) on the date specified in of each Notice of BorrowingSyndicated Loan pursuant to the Commitments (other than one resulting from a conversion or continuation pursuant to Section 3.01(b)(i)), each Lender with a Commitment of the relevant Tranche will make available its pro rata portion (determined in accordance with Section 2.07) Pro Rata Share of each such Borrowing requested to be made on such date. All such amounts will be made available in Dollars and Syndicated Loan in immediately available funds at the Notice Office, and Payment Office of the Administrative Agent. The Agent will make all funds available to Intermet the aggregate of the amounts (if any) so received by it in like funds as received made available by the Administrative Lenders to the Agent in a timely manner by crediting such amounts to Intermet's demand deposit account maintained with the Agent or at Intermet's option, effecting a wire transfer of such funds amounts to an account specified by Intermet, by the close of business on such Business Day. In the event that the Lenders do not make such amounts available to the account designated Agent by the time prescribed above, but such amount is received later that day, such amount may be credited to Intermet in writing by Xxxxxxxx the manner described in the preceding sentence on the next Business Day (including with interest on such amount to begin accruing hereunder on such next Business Day). (b) No later than 3:00 P.M. (local time for the Agent) on the date of each Bid Rate Loan, the Lenders participating in any Notice such Bid Rate Loan will make available the amount of Borrowingits Bid Rate Advance in immediately available funds at the Payment Office of the Agent on the date of such Bid Rate Loan. (c) from time to time. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any a Borrowing that such Lender does not intend to make available to the Administrative Agent such Xxxxxx’s Lender's portion of any the Borrowing to be made on such date, the Administrative Agent may assume that such Xxxxxx Lender has made such amount available to the Administrative Agent on such date of Borrowing and the Administrative Agent may (but shall not be obligated to), in reliance upon such assumption, make available to Borrower Intermet a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such LenderLender on the date of Borrowing, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such LenderLender together with interest at the Federal Funds Rate. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s 's demand therefor, the Administrative Agent shall promptly notify Borrower Intermet, and Borrower Intermet shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Lender or Borrower together with interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to Borrower until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking rules on interbank compensation and (ii) if recovered from Borrower, the rate of interest applicable to specified for the relevant Borrowing, as determined pursuant to Section 2.08. Nothing in this Section 2.04 subsection shall be deemed to relieve any Lender from its obligation to make Term fund its Commitment or Bid Rate Loans hereunder or to prejudice any rights which Borrower Intermet may have against any Lender as a result of any failure default by such Xxxxxx Lender hereunder. (d) All Syndicated Loans under the Commitments shall be loaned by the Lenders on the basis of their Pro Rata Share of the Commitments. All Bid Rate Loans shall be loaned by the Lenders participating therein in accordance with their respective pro rata shares thereof as determined in accordance with Section 2.08 with respect to each Bid Loan. No Lender shall be responsible for any default by any other Lender in its obligations hereunder, and each Lender shall be obligated to make Term the Loans provided to be made by it hereunder, regardless of the failure of any other Lender to fund its Commitments or Bid Rate Loans hereunder.

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

Disbursement of Funds. No All Loans shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares of the 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 Commitment of any Lender to make the 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 the Notice of Borrowing pursuant to subsection 2.1B, Administrative Agent shall notify each Lender of the proposed borrowing. Each Lender shall make the amount of its Loan available to Administrative Agent not later than 1:00 P.M. (New York City time) on the date Closing Date, in same day funds in Dollars, at the Funding and Payment Office. Upon satisfaction or waiver of the conditions precedent specified in each Notice of BorrowingSection 3, each Lender with a Commitment Administrative Agent shall promptly make the proceeds of the relevant Tranche will make Loans available its pro rata portion (determined to Company on the Closing Date, by causing an amount of same day funds in accordance with Section 2.07) Dollars equal to the proceeds of each such Borrowing requested all the Loans received by Administrative Agent from Lenders to be made on credited to such date. All such amounts will account or accounts as may be made available designated in Dollars and in immediately available funds at the Notice Office, and the Administrative Agent will make all funds so received by it in like funds as received by the writing to Administrative Agent by wire transfer of such funds to the account designated in writing by Xxxxxxxx (including in any Notice of Borrowing) from time to timeCompany. Unless the Administrative Agent shall have been notified by any Lender prior to the date of Closing Date for any Borrowing Loans that such Lender does not intend to make available to the Administrative Agent the amount of such XxxxxxLender’s portion of any Borrowing to be made Loan requested on such datethe Closing Date, the Administrative Agent may assume that such Xxxxxx Lender has made such amount available to the Administrative Agent on such date of Borrowing the Closing Date and the Administrative Agent may (may, in its sole discretion, but shall not be obligated to), in reliance upon such assumption, make available to Borrower Company a corresponding amountamount on the Closing Date. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such LenderLender together with interest thereon, for each day from the Closing Date until the date such amount is paid to Administrative Agent, at the Federal Funds Effective Rate for three Business Days and thereafter at the interest rate applicable to the Loans. 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. The Administrative Agent also shall be entitled to recover on demand from such Lender or Borrower together with interest on such corresponding amount in respect of thereon, for each day from the date such corresponding amount was made available by the Administrative Agent to Borrower Closing Date until the date such corresponding amount is recovered by the paid to Administrative Agent, at a the rate per annum equal to (i) if recovered from such Lender, the greater payable under this Agreement for Loans of the Federal Funds Effective Rate type made on the Closing Date on which, and a rate determined by the with respect to which, Administrative Agent in accordance with banking rules on interbank compensation and (ii) if recovered from Borrower, the rate of interest applicable to the relevant Borrowing, as determined pursuant to Section 2.08made available such amount. Nothing in this Section 2.04 subsection 2.1C shall be deemed to relieve any Lender from its obligation to make Term Loans fulfill its Commitments hereunder or to prejudice any rights which Borrower that Company may have against any Lender as a result of any failure default by such Xxxxxx Lender hereunder. Unless Administrative Agent shall have been notified by Company prior to the date on which it is scheduled to make Term 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 Loans. 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 hereunderof the type made on such scheduled payment date on which, and with respect to which, Administrative Agent made available such amount.

Disbursement of Funds. No (a) Not later than 1:00 P.M. 2:00 p.m. (New York City Atlanta, Georgia time) on the date specified in each Notice of Borrowingany requested Domestic or Sterling Borrowing , each Lender with a Commitment of the relevant Tranche respective Lender, as applicable, will make available its pro rata portion (determined in accordance with Section 2.07) Pro Rata Share of each the amount of such Domestic or Sterling Borrowing requested to be made on such date. All such amounts will be made available in Dollars and in immediately available funds at the Notice Payment Office, and the . The Administrative Agent will make all funds available to the Borrower requesting such Borrowing the aggregate of the amounts (if any) so received made available by it such Lenders to the Administrative Agent in like funds as a timely manner by crediting such amounts to such Borrower's demand deposit account maintained with the Administrative Agent or, at the Borrower Representative's option, by effecting a wire transfer of such amounts to any other account specified by the Borrower Representative to the Administrative Agent in writing, by the close of business on such Business Day. In the event that any such Lender does not make its Pro Rata Share of such Borrowing available to the Administrative Agent by the time prescribed above, but such amount is received by the Administrative Agent by wire transfer of later that day, such funds amount may be credited to such Borrower in the account designated manner described in writing by Xxxxxxxx the preceding sentence on the next Business Day (including in any Notice of Borrowingwith interest on such amount to begin accruing hereunder on such next Business Day). (b) from time to time. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any a Borrowing of Revolving Loans or Term Loans that such Lender does not intend to make available to the Administrative Agent such Xxxxxx’s Lender's portion of any the Borrowing to be made on such date, the Administrative Agent may assume that such Xxxxxx Lender has made such amount available to the Administrative Agent on such date of Borrowing and the Administrative Agent may (but shall not be obligated to), in reliance upon such assumption, make available to the applicable Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such LenderLender on the date of Borrowing, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such LenderLender together with interest at the Federal Funds Rate if such Lender pays the Administrative Agent within two Business Days after demand, and otherwise at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s 's demand therefor, the Administrative Agent shall promptly notify the Borrower Representative, and the applicable Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Lender or Borrower together with interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to Borrower until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking rules on interbank compensation and (ii) if recovered from Borrower, the rate of interest applicable to specified for the relevant Borrowing, as determined pursuant to Section 2.08. Nothing in this Section 2.04 subsection shall be deemed to relieve any Lender from its obligation to make Term Loans fund its Commitments hereunder or to prejudice any rights which any Borrower may have against any Lender as a result of any failure default by such Xxxxxx Lender hereunder. (c) All Borrowings comprising the Revolving Loans shall be made by the Domestic Revolving Lenders and the Sterling Revolving Lenders on the basis of their Pro Rata Shares of the Domestic Revolving Credit Commitments and the Sterling Revolving Commitments, respectively. All Borrowings comprising the Term Loans shall be made by the Term Lenders on the basis of their Pro Rata Shares of the Term A Loan Commitments and the Term B Loan Commitments, respectively. No Lender shall be responsible for any default by any other Lender in its obligations hereunder, and each Lender shall be obligated to make Term its Loans provided to be made by it hereunder, regardless of the failure of any other Lender to make its Loans hereunder. (d) No later than 2:00 p.m. (Atlanta, Georgia time) on the date of any requested Borrowing of a Domestic Swingline Loan, the Domestic Swingline Lender will make available such Domestic Swingline Loan to the Domestic Borrower by crediting such amounts to the Domestic Borrower's demand deposit account maintained with the Domestic Swingline Lender or at the Domestic Borrower's option, by effecting a wire transfer of such amounts to any other account of the Domestic Borrower specified by the Borrower Representative to the Domestic Swingline Lender in writing, by the opening of business on such Business Day. (e) No later than 2:00 p.m. (Atlanta, Georgia time) on the date of any requested Borrowing of a Sterling Swingline Loan, the UK Swingline Lender will make available such Sterling Swingline Loan to the Sterling Borrower by crediting such amounts to the Sterling Borrower's demand deposit account maintained with the Sterling Swingline Lender or at the Sterling Borrower's option, by effecting a wire transfer of such amounts to any other account of the Sterling Borrower specified by the Borrower Representative to the Sterling Swingline Lender in writing, by the opening of business on such Business Day.

Disbursement of Funds. No Promptly after receipt of a Notice of Borrowing pursuant to Section 2.01(b) (or telephonic notice in lieu thereof) with respect to a Loan, the Administrative Agent shall notify each Lender of the proposed borrowing. Each Lender shall make its pro rata Share of the amount of such Loans available to the Administrative Agent in same day funds not later than 1:00 P.M. 12:00 Noon (New York City time) on the date specified in each Funding Date. Such Loans of a Lender shall be equal to such Lender’s pro rata Share of the aggregate amount of all such Loans requested by the Borrower pursuant to the applicable Notice of Borrowing, each Lender with a Commitment . Upon satisfaction or waiver of the relevant Tranche will make available its pro rata portion conditions precedent specified in Section 3.01 (determined in accordance with the case of the Initial Loans) and Section 2.073.02 (in the case of all Loans) of each such Borrowing requested to be made on such date. All such amounts will be made available in Dollars and in immediately available funds at the Notice Office, and the Administrative Agent will shall make the proceeds of such Loans available to the Borrower by causing an amount of funds equal to the proceeds of all funds so received by it in like funds as such Loans received by the Administrative Agent to be credited to an account in New York City designated by wire transfer of such funds to the account designated Borrower in writing by Xxxxxxxx (including in any Notice of Borrowing) from time to timesame day funds. Unless the Administrative Agent shall have been notified by any Lender (which notice may be telephonic, confirmed promptly in writing) prior to any Funding Date (or, in the date case of Base Rate Loans, not later than 12:00 Noon (New York time) on the Funding Date) in respect of any Borrowing Loan that such Lender does not intend to make available to the Administrative Agent such Xxxxxx’s portion pro rata Share of any Borrowing to be made such Loan on such dateFunding Date, the Administrative Agent may assume that such Xxxxxx Lender has made such amount available to the Administrative Agent on such date of Borrowing Funding Date and the Administrative Agent may (in its sole discretion may, but shall not be obligated to), in reliance upon such assumption, make available to the Borrower a corresponding amountamount on such Funding Date. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender, the Administrative Agent shall be entitled to recover such corresponding amount on prompt demand from such LenderLender together with interest thereon, for each day from such Funding Date until the date such amount is paid to the Administrative Agent at the customary rate set by the Administrative Agent for the correction of errors among Lenders for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Lender or Borrower interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to Borrower until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking rules on interbank compensation and (ii) if recovered from Borrower, the rate of interest applicable to the relevant Borrowing, as determined pursuant to Section 2.08. Nothing in this Section 2.04 2.01(c) shall be deemed to relieve any Lender from its obligation to make Term Loans fulfill its Commitment hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any failure default by such Xxxxxx to make Term Loans Lender hereunder.

Disbursement of Funds. No The Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that neither Administrative Agent nor any Lender shall be responsible for any default by any other Lender in that other Lender’s obligation to make a Loan requested hereunder nor shall the amount of the Commitment of any Lender to make Loans 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 of the proposed borrowing. Each such Lender shall make the amount of its Loan available to Administrative Agent at the Funding and Payment Office not later than 1:00 P.M. 12:00 Noon (New York City time) on the date Closing Date, in same day funds in Dollars. Upon satisfaction or waiver of the conditions precedent specified in each Notice subsections 4.1 and 4.2, Administrative Agent shall make the proceeds of Borrowingsuch Loans available to Company on the Closing Date by causing an amount of same day funds in Dollars, each Lender with a Commitment equal to the proceeds of the relevant Tranche will make available its pro rata portion (determined in accordance with Section 2.07) of each all such Borrowing requested Loans received by Administrative Agent from Lenders, to be made on such date. All such amounts will be made available in Dollars and in immediately available funds at the Notice Office, and the Administrative Agent will make all funds so received by it in like funds as received by the Administrative Agent by wire transfer of such funds credited to the account designated by Company in writing by Xxxxxxxx (including in any the Notice of Borrowing) from time to time. Unless the Administrative Agent shall have been notified by any Lender prior to the date of Closing Date for any Borrowing Loans that such Lender does not intend to make available to the Administrative Agent the amount of such XxxxxxLender’s portion of any Borrowing to be made Loan requested on such datethe Closing Date, the Administrative Agent may assume that such Xxxxxx Lender has made such amount available to the Administrative Agent on such date of Borrowing the Closing Date and the Administrative Agent may (may, in its sole discretion, but shall not be obligated toto (subject to any separate obligation to fund under the Commitment Letter), in reliance upon such assumption, make available to Borrower Company a corresponding amountamount on the Closing Date. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such LenderLender together with interest thereon, for each day from the Closing Date until the date such amount is paid to Administrative Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify Borrower Company and Borrower Company shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Lender or Borrower together with interest on such corresponding amount in respect of thereon, for each day from the date such corresponding amount was made available by the Administrative Agent to Borrower Closing Date until the date such corresponding amount is recovered by the paid to Administrative Agent, at a rate per annum equal to (i) if recovered from such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking rules on interbank compensation and (ii) if recovered from Borrower, the rate of interest applicable to the relevant Borrowing, as determined pursuant to Section 2.08payable under this Agreement for Base Rate Loans. Nothing in this Section 2.04 subsection 2.1C shall be deemed to relieve any Lender from its obligation to make Term Loans fulfill its Commitments hereunder or to prejudice any rights which Borrower that Company may have against any Lender as a result of any failure default by such Xxxxxx to make Term Loans Lender hereunder.

Disbursement of Funds. No Administrative Agent may, on behalf of Note Purchasers, disburse funds to Issuer for the Note Fundings. Each Note Purchaser shall reimburse Administrative Agent on demand for its Pro Rata Share of all funds disbursed on its behalf by Administrative Agent, or if Administrative Agent so requests, each Note Purchaser shall remit to Administrative Agent its Pro Rata Share of any Note Funding before Administrative Agent disburses such Note Funding to or on account of Issuer. If Administrative Agent so elects to require that funds be made available prior to disbursement to Issuer, Administrative Agent shall advise each Note Purchaser by telephone, telex or telecopy of the amount of such Note Purchaser’s Pro Rata Share of such Note Funding no later than 1:00 P.M. one (1) Business Day prior to the funding date applicable thereto, and each such Note Purchaser shall pay Administrative Agent such Note Purchaser’s Pro Rata Share of such requested Note Funding, in same day funds, by wire transfer to Administrative Agent’s account not later than 2:00 p.m. (New York City time) on the date specified in each Notice of Borrowing, each Lender with a Commitment of the relevant Tranche will make available its pro rata portion (determined in accordance with Section 2.07) of each such Borrowing requested to be made on such date). All such amounts will be made available in Dollars and in immediately available funds at the Notice Office, and the Administrative Agent will make all funds so received by it in like funds as received by the Administrative Agent by wire transfer of such funds to the account designated in writing by Xxxxxxxx (including in any Notice of Borrowing) from time to time. Unless the If Administrative Agent shall have been notified by any Lender prior disbursed funds to the date Issuer on behalf of any Borrowing that Note Purchaser and such Lender does not intend Note Purchaser fails to make available to pay the Administrative Agent such Xxxxxx’s portion amount of any Borrowing to be made on such date, the Administrative Agent may assume that such Xxxxxx has made such amount available to the Administrative Agent on such date of Borrowing and the Administrative Agent may (but shall not be obligated to), in reliance upon such assumption, make available to Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount its Pro Rata Share forthwith upon the Administrative Agent’s demand therefordemand, the Administrative Agent shall promptly notify Borrower Issuer, and Borrower Issuer shall immediately pay as promptly as reasonably possible, but in no event less than two (2) Business Days after such corresponding notice, repay such amount to the Administrative Agent. The Administrative Agent also Any repayment by Issuer required pursuant to this Section 13.4 shall be entitled to recover on demand from such Lender without any premium or Borrower interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to Borrower until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking rules on interbank compensation and (ii) if recovered from Borrower, the rate of interest applicable to the relevant Borrowing, as determined pursuant to Section 2.08penalty. Nothing in this Section 2.04 13.4 or elsewhere in this Agreement or the other Transaction Documents, including the provisions of Section 13.5, shall be deemed to require Administrative Agent to advance funds on behalf of any Note Purchaser or to relieve any Lender Note Purchaser from its obligation to make Term Loans fulfill its commitments hereunder or to prejudice any rights which Borrower that Administrative Agent or Issuer may have against any Lender Note Purchaser as a result of any failure default by such Xxxxxx to make Term Loans Note Purchaser hereunder.

Disbursement of Funds. No All Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender's obligation to make a Loan requested hereunder nor shall the Commitment of any Lender be increased or decreased as a result of a default by any other Lender in that other Lender's obligation to make a Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Borrowing pursuant to subsection 2.1B (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender of the proposed borrowing (such notification shall be made on the same day for any Notice of Borrowing delivered to Administrative Agent by the time required pursuant to subsection 2.1B). Each 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. (New York City time) on the date applicable Funding Date. Upon satisfaction or waiver of the conditions precedent specified in each Notice subsections 3.1 (in the case of BorrowingLoans made on the Second Restatement Effective Date), each Lender 3.2 (in the case of Revolving Loans made in connection with a Commitment the consummation of the relevant Tranche will NCP6 Acquisition) and 3.3 (in the case of all Loans), Administrative Agent shall make the proceeds of such Loans available its pro rata portion (determined to Borrowers on the applicable Funding Date by causing an amount of same day funds in accordance with Section 2.07) Dollars equal to the proceeds of each all such Borrowing requested Loans received by Administrative Agent from Lenders to be made on such date. All such amounts will be made available in Dollars and in immediately available funds at the Notice Office, and the Administrative Agent will make all funds so received by it in like funds as received by the Administrative Agent by wire transfer of such funds credited only to the account designated in writing by Xxxxxxxx (including in any Notice of Borrowing) from time to timeBorrowers at the Funding and Payment Office. Unless the Administrative Agent shall have been notified by any Lender prior to the date of Funding Date for any Borrowing Loans that such Lender does not intend to make available to the Administrative Agent the amount of such Xxxxxx’s portion of any Borrowing to be made Lender's Loan requested on such dateFunding Date, the Administrative Agent may assume that such Xxxxxx Lender has made such amount available to the Administrative Agent on such date of Borrowing Funding Date and the Administrative Agent may (may, in its sole discretion, but shall not be obligated to), in reliance upon such assumption, make available to Borrower Borrowers a corresponding amountamount on such Funding Date. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such LenderLender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three 35 Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s 's demand therefor, the Administrative Agent shall promptly notify Borrower Borrowers and Borrower Borrowers shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Lender or Borrower together with interest on such corresponding amount in respect of thereon, for each day from the date such corresponding amount was made available by the Administrative Agent to Borrower Funding Date until the date such corresponding amount is recovered by the paid to Administrative Agent, at a rate per annum equal to (i) if recovered from such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking rules on interbank compensation and (ii) if recovered from Borrower, the rate of interest applicable to the relevant Borrowing, as determined pursuant to Section 2.08payable under this Agreement for Base Rate Loans. Nothing in this Section 2.04 subsection 2.1C shall be deemed to relieve any Lender from its obligation to make Term Loans fulfill its Commitment hereunder or to prejudice any rights which Borrower that Borrowers may have against any Lender as a result of any failure default by such Xxxxxx to make Term Loans Lender hereunder.

Disbursement of Funds. No All Revolving Loans shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that neither Administrative Agent nor any Lender shall be responsible for any default by any other Lender in that other Lender’s obligation to make a Loan requested hereunder nor shall the Commitment of any Lender to make the particular type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender’s obligation to make a Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Borrowing pursuant to subsection 2.1B (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender for that type of Loan of the proposed borrowing. Each such Lender shall make the amount of its Loan available to Administrative Agent not later than 1:00 P.M. (New York City California time) on the date applicable Funding Date in same day funds in Dollars at the Funding and Payment Office. Except as provided in subsection 3.3B with respect to Revolving Loans used to reimburse Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in each Notice subsections 4.1 (in the case of BorrowingLoans made on the Restatement Date) and 4.2 (in the case of all Loans), each Lender with a Commitment Administrative Agent shall make the proceeds of such Loans available to Company on the relevant Tranche will make available its pro rata portion (determined applicable Funding Date by causing an amount of same day funds in accordance with Section 2.07) Dollars equal to the proceeds of each all such Borrowing requested Loans received by Administrative Agent from Lenders to be made on such date. All such amounts will be made available in Dollars and in immediately available funds at the Notice Office, and the Administrative Agent will make all funds so received by it in like funds as received by the Administrative Agent by wire transfer of such funds credited to the account designated in writing by Xxxxxxxx (including in any Notice of Borrowing) from time to timeCompany at the Funding and Payment Office. Unless the Administrative Agent shall have been notified by any Lender prior to the date of a Funding Date for any Borrowing Loans that such Lender does not intend to make available to the Administrative Agent the amount of such XxxxxxLender’s portion of any Borrowing to be made Loan requested on such dateFunding Date, the Administrative Agent may assume that such Xxxxxx Lender has made such amount available to the Administrative Agent on such date of Borrowing Funding Date and the Administrative Agent may (may, in its sole discretion, but shall not be obligated to), in reliance upon such assumption, make available to Borrower Company a corresponding amountamount on such Funding Date. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such LenderLender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify Borrower Company and Borrower Company shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Lender or Borrower together with interest on such corresponding amount in respect of thereon, for each day from the date such corresponding amount was made available by the Administrative Agent to Borrower Funding Date until the date such corresponding amount is recovered by the paid to Administrative Agent, at a rate per annum equal to (i) if recovered from such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking rules on interbank compensation and (ii) if recovered from Borrower, the rate of interest applicable to the relevant Borrowing, as determined pursuant to Section 2.08payable under this Agreement for Base Rate Loans. Nothing in this Section 2.04 subsection 2.1C shall be deemed to relieve any Lender from its obligation to make Term Loans fulfill its Commitments hereunder or to prejudice any rights which Borrower that Company may have against any Lender as a result of any failure default by such Xxxxxx to make Term Loans Lender hereunder.

Disbursement of Funds. No 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 Restatement Lender of the proposed borrowing. Each Restatement Lender shall make the amount of its Restatement Loan available to Administrative Agent, in same day funds in Dollars, at the office of Administrative Agent, not later than 1:00 P.M. 12:00 Noon (New York City time) on the date Restatement Closing Date. Upon satisfaction or waiver of the conditions precedent specified in each Section 3, Administrative Agent shall make the proceeds of such Restatement Loans available to Company on the Restatement Closing Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Restatement Loans received by Administrative Agent from Restatement Lenders to be credited to the account of Company as specified in the Notice of Borrowing, each Lender with a Commitment of the relevant Tranche will make available its pro rata portion (determined in accordance with Section 2.07) of each such Borrowing requested to be made on such date. All such amounts will be made available in Dollars and in immediately available funds at the Notice Office, and the Administrative Agent will make all funds so received by it in like funds as received by the Administrative Agent by wire transfer of such funds to the account designated in writing by Xxxxxxxx (including in any Notice of Borrowing) from time to time. Unless the Administrative Agent shall have been notified by any Restatement Lender prior to the date of any Borrowing Restatement Closing Date that such Restatement Lender does not intend to make available to the Administrative Agent the amount of such Xxxxxx’s portion of any Borrowing to be made Restatement Lender's Restatement Loan requested on such datethe Restatement Closing Date, the Administrative Agent may assume that such Xxxxxx Restatement Lender has made such amount available to the Administrative Paying Agent on such date of Borrowing the Restatement Closing Date and the Administrative Paying Agent may (may, in its sole discretion, but shall not be obligated to), in reliance upon such assumption, make available to Borrower Company a corresponding amountamount on the Restatement Closing Date. If such corresponding amount is not in fact made available to the Administrative Agent by such Restatement Lender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Restatement Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefortogether with interest thereon, the Administrative Agent shall promptly notify Borrower and Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Lender or Borrower interest on such corresponding amount in respect of for each day from the date such corresponding amount was made available by the Administrative Agent to Borrower Restatement Closing Date until the date such corresponding amount is recovered by the paid to Administrative Agent, at a the customary rate per annum equal to (i) if recovered from such Lender, the greater of the Federal Funds Effective Rate and a rate determined set by the Administrative Agent in accordance with banking rules on interbank compensation for the correction of errors among banks for three Business Days and (ii) if recovered from Borrower, thereafter at the rate of interest applicable to the relevant Borrowing, as determined pursuant to Section 2.08Base Rate. Nothing in this Section 2.04 subsection 2.1C shall be deemed to relieve any Restatement Lender from its obligation to make Term Loans fulfill its Commitment hereunder or to prejudice any rights which Borrower that Company may have against any Restatement Lender as a result of any failure default by such Xxxxxx to make Term Loans Restatement Lender hereunder.

Disbursement of Funds. No All Term Loans and Revolving Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that 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 (and in any event on the day following Administrative Agent's 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 (New York City time) on the date 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.(New York City time) on the applicable Funding Date, in each case in same day funds in Dollars, at the Funding and Payment Office. Except as provided in subsection 2.1A(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 each Notice subsections 4.1 (in the case of Borrowing, each Lender with a Commitment of the relevant Tranche will make available its pro rata portion (determined in accordance with Section 2.07) of each such Borrowing requested to be Loans made on such date. All such amounts will be made available the Closing Date) and 4.2 (in Dollars and in immediately available funds at the Notice Officecase of all Loans), and the Administrative Agent will shall make all funds so received by it in like funds as received by the Administrative Agent by wire transfer proceeds of such funds Loans available to Company on the account designated in writing applicable Funding Date by Xxxxxxxx (including in any Notice of Borrowing) from time to time. Unless the Administrative Agent shall have been notified by any Lender prior to the date of Funding Date for any Borrowing Loans that such Lender does not intend to make available to the Administrative Agent the amount of such Xxxxxx’s portion of any Borrowing to be made Lender's Loan requested on such dateFunding Date, the Administrative Agent may assume that such Xxxxxx Lender has made such amount available to the Administrative Agent on such date of Borrowing Funding Date and the Administrative Agent may (may, in its sole discretion, but shall not be obligated to), in reliance upon such assumption, to make available to Borrower Company a corresponding amountamount on such Funding Date. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. 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 the Administrative Agent’s 's demand therefor, the Administrative Agent shall promptly notify Borrower Company and Borrower Company shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Lender or Borrower together with interest on such corresponding amount in respect of thereon, for each day from the date such corresponding amount was made available by the Administrative Agent to Borrower Funding Date until the date such corresponding amount is recovered by the paid to Administrative Agent, at a rate per annum equal to (i) if recovered from such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking rules on interbank compensation and (ii) if recovered from Borrower, the rate of interest applicable to the relevant Borrowing, as determined pursuant to Section 2.08payable under this Agreement for Base Rate Loans. Nothing in this Section 2.04 subsection 0.xX shall be deemed to relieve any Lender from its obligation to make Term Loans fulfill its Commitments hereunder or to prejudice any rights which Borrower that Company may have against any Lender as a result of any failure default by such Xxxxxx to make Term Loans Lender hereunder.

Disbursement of Funds. No All Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender's obligation to make a Loan requested hereunder nor shall the Commitment of any Lender be increased or decreased as a result of a default by any other Lender in that other Lender's obligation to make a Loan requested hereunder. Promptly after receipt by the Administrative Agent of a Notice of Borrowing pursuant to Section 2.1(b) (or telephonic notice in lieu thereof), the Administrative Agent shall notify each Lender of the proposed borrowing. Each Lender shall make the amount of its Loan available to the Administrative Agent, in same day funds in Dollars, at the Funding and Payment Office, not later than 1:00 P.M. 12:00 Noon (New York City time) on the date applicable Funding Date. Except as provided in Section 3.3(b) with respect to Loans used to reimburse any Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in each Notice of BorrowingSections 4.1 and 4.2, each Lender with a Commitment of the relevant Tranche will make available its pro rata portion (determined in accordance with Section 2.07) of each such Borrowing requested to be made on such date. All such amounts will be made available in Dollars and in immediately available funds at the Notice Office, and the Administrative Agent will shall make the proceeds of such Loans available to Borrowers on the applicable Funding Date by causing an amount of same day funds in Dollars equal to the proceeds of all funds so received by it in like funds as such Loans received by the Administrative Agent by wire transfer of such funds from Lenders to be credited to the account designated in writing by Xxxxxxxx (including in any Notice of Borrowing) from time to timeBorrowers at the Funding and Payment Office. Unless the Administrative Agent shall have been notified by any Lender prior to the date of Funding Date for any Borrowing Loans that such Lender does not intend to make available to the Administrative Agent the amount of such Xxxxxx’s portion of any Borrowing to be made Lender's Loan requested on such dateFunding Date, the Administrative Agent may assume that such Xxxxxx Lender has made such amount available to the Administrative Agent on such date of Borrowing Funding Date and the Administrative Agent may (may, in its sole discretion, but shall not be obligated to), in reliance upon such assumption, make available to the applicable Borrower a corresponding amountamount on such Funding Date. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such LenderLender together with interest thereon, for each day from such Funding Date until the date such amount is paid to the Administrative 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 's demand therefor, the Administrative Agent shall promptly notify the applicable Borrower and the applicable Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Lender or Borrower together with interest on such corresponding amount in respect of thereon, for each day from the date such corresponding amount was made available by the Administrative Agent to Borrower Funding Date until the date such corresponding amount is recovered by paid to the Administrative Agent, at a rate per annum equal to (i) if recovered from such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking rules on interbank compensation and (ii) if recovered from Borrower, the rate of interest applicable to the relevant Borrowing, as determined pursuant to Section 2.08payable under this Agreement for Base Rate Loans. Nothing in this Section 2.04 2.1(c) shall be deemed to relieve any Lender from its obligation to make Term Loans fulfill its Commitment hereunder or to prejudice any rights which Borrower that Borrowers may have against any Lender as a result of any failure default by such Xxxxxx to make Term Loans Lender hereunder.

Disbursement of Funds. No All 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 a 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 of the proposed borrowing. Each Lender shall make the amount of its Loans available to the Administrative Agent not later than 1:00 P.M. 12:00 Noon (New York City time) on the date specified Initial Borrowing Date, in each Notice of Borrowingcase in same day funds in Dollars, each Lender with a Commitment of the relevant Tranche will make available its pro rata portion (determined in accordance with Section 2.07) of each such Borrowing requested to be made on such date. All such amounts will be made available in Dollars and in immediately available funds at the Notice Funding and Payment Office, and the Administrative Agent will make all funds so received by it in like funds as received by the Administrative Agent by wire transfer of such funds to the account designated in writing by Xxxxxxxx (including in any Notice of Borrowing) from time to time. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any Initial Borrowing Date that such Lender does not intend to make available to the Administrative Agent the amount of such Xxxxxx’s portion of any Lender's Loans so requested on the Initial Borrowing to be made on such dateDate, the Administrative Agent may assume that such Xxxxxx Lender has made such amount available to the Administrative Agent on such date of the Initial Borrowing Date and the Administrative Agent may (may, in its sole discretion, but shall not be obligated to), in reliance upon such assumption, make available to the Borrower a corresponding amountamount on the Initial Borrowing Date. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such LenderLender together with interest thereon, for each day from the Initial Borrowing Date until the date such amount is paid to the Administrative Agent, at the customary rate set by the Administrative Agent for the correction of errors among banks for three Business Days. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s 's demand therefor, the Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Lender or Borrower together with interest on such corresponding amount in respect of thereon, for each day from the date such corresponding amount was made available by the Administrative Agent to Borrower Initial Borrowing Date until the date such corresponding amount is recovered by paid to the Administrative Agent, at a rate per annum equal to (i) if recovered from such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking rules on interbank compensation and (ii) if recovered from Borrower, the rate of interest applicable to the relevant Borrowing, as determined pursuant to Section 2.08payable under this Agreement. Nothing in this Section 2.04 subsection 2.1C shall be deemed to relieve any Lender from its obligation to make Term Loans fulfill its Commitment hereunder or to prejudice any rights which that the Borrower may have against any Lender as a result of any failure default by such Xxxxxx to make Term Loans Lender hereunder.

Disbursement of Funds. No All Loans and all participations purchased 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 receipt by the Administrative Agent of a Notice of Borrowing with respect to a Loan pursuant to Section 2.1B (or telephonic notice in lieu thereof), the Administrative Agent shall notify each Lender of the proposed borrowing 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 in the applicable currency not later than 1:00 P.M. p.m. (New York City time) on the date specified applicable Funding Date in each Notice of Borrowing, each Lender with a Commitment of the relevant Tranche will make available its pro rata portion (determined in accordance with Section 2.07) of each such Borrowing requested to be made on such date. All such amounts will be made available in Dollars and in immediately available same-day funds at the Notice Funding and Payment Office. Upon satisfaction or waiver of the conditions precedent specified in Section 4.2, and the Administrative Agent will shall make the proceeds of such Loans in the applicable currency available to the Borrowers on the applicable Funding Date by causing an amount of same-day funds equal to the proceeds of all funds so received by it in like funds as such Loans received by the Administrative Agent by wire transfer of such funds from the Lenders, to be credited to the account designated in writing by Xxxxxxxx (including in any Notice of Borrowing) from time to timethe Borrowers at the Funding and Payment Office. Unless the Administrative Agent shall have been notified by any received notice from a Lender prior to the date of Funding Date for any Borrowing Loans that such Lender does will not intend to make available to the Administrative Agent the amount of such XxxxxxLender’s portion of any Borrowing to be made Loan requested on such dateFunding Date, the Administrative Agent may assume that such Xxxxxx Lender has made such share available on such date in accordance with Section 2.1A and may, in reliance upon such assumption and in the Administrative Agent’s sole discretion, make available to the Borrowers a corresponding amount on such Funding Date. In such event, if a Lender has not in fact made its share of the applicable Loan available to the Administrative Agent on such date of Borrowing the Funding Date, then the applicable Lender and the Borrowers severally agree to pay to the Administrative Agent may (but shall not be obligated to), in reliance upon such assumption, make available to Borrower a corresponding amount. If forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is not in fact made available to the Administrative Agent by such Lender, the Administrative Agent shall be entitled Borrowers to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify Borrower and Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Lender or Borrower interest on such corresponding amount in respect of each day from but excluding the date such corresponding amount was made available by the Administrative Agent of payment to Borrower until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from in the case of a payment to be made by such Lender, for the greater of the Federal Funds Effective Rate and first three (3) days, at a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation and, thereafter, the greater of (x) in the case of U.S. Loans, the Base Rate, and in the case of Canadian Loans, the Canadian Prime Rate, and (y) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation and (ii) if recovered from in the case of a payment to be made by a Borrower, the interest rate of interest applicable to the relevant BorrowingBase Rate Loans or Canadian Prime Rate Loans, as determined pursuant the case may be, of the applicable Class. If a Borrower and such Lender shall pay such interest to Section 2.08the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrowers the amount of such interest paid by the Borrowers for such period. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in such borrowing. Nothing in this Section 2.04 paragraph shall be deemed to relieve any Lender from of its obligation to make Term Loans fulfill its commitments hereunder or and Borrowers shall be without prejudice to prejudice any rights which claim any Borrower may have against any a Lender as a result of any failure by such Xxxxxx that shall have failed to make Term Loans hereundersuch payment to the Administrative Agent. Subject to Section 3.3B, unless the Administrative Agent shall have received notice from the Borrowers prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders and the applicable Issuing Bank hereunder that the Borrowers will not make such payment, the Administrative Agent may assume that the Borrowers have made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or such Issuing Bank, as the case may be, the amount due. In such event, if the Borrowers have not in fact made such payment, then each of the Lenders or such Issuing Bank, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or such Issuing Bank, with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, for the first three days, at a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation and, thereafter, at the greater of (i) in the case of U.S. Loans, the Base Rate, and in the case of Canadian Loans, the Canadian Prime Rate, and (ii) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

Disbursement of Funds. No 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 neither Administrative Agent nor any Lender shall be responsible for any default by any other Lender in that other Lender’s obligation to make a Loan requested hereunder nor shall the Commitment of any Lender to make the particular Type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender’s obligation to make a Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Borrowing pursuant to subsection 2.1B (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender for that Type of Loan of the proposed borrowing. Each such Lender shall make the amount of its Loan available to Administrative Agent not later than 1:00 P.M. Noon (New York City time) on the date applicable Funding Date, in same day funds in Dollars, at the Administrative Agent’s Office. Except as provided in subsection 2.1A(iii) or subsection 3.3B with respect to Revolving Loans used to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in each subsections 4.1 (in the case of Loans made on the 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 to be wire transferred to the account of Borrower as specified in the applicable Notice of Borrowing, each Lender with a Commitment of the relevant Tranche will make available its pro rata portion (determined in accordance with Section 2.07) of each such Borrowing requested to be made on such date. All such amounts will be made available in Dollars and in immediately available funds at the Notice Office, and the Administrative Agent will make all funds so received by it in like funds as received by the Administrative Agent by wire transfer of such funds to the account designated in writing by Xxxxxxxx (including in any Notice of Borrowing) from time to time. Unless the Administrative Agent shall have been notified by any Lender prior to the date of a Funding Date for any Borrowing Loans that such Lender does not intend to make available to the Administrative Agent the amount of such XxxxxxLender’s portion of any Borrowing to be made Loan requested on such dateFunding Date, the Administrative Agent may assume that such Xxxxxx Lender has made such amount available to the Administrative Agent on such date of Borrowing Funding Date and the Administrative Agent may (may, in its sole discretion, but shall not be obligated to), in reliance upon such assumption, make available to Borrower a corresponding amountamount on such Funding Date. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such LenderLender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify Borrower and Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Lender or Borrower together with interest on such corresponding amount in respect of thereon, for each day from the date such corresponding amount was made available by the Administrative Agent to Borrower Funding Date until the date such corresponding amount is recovered by the paid to Administrative Agent, at a rate per annum equal to (i) if recovered from such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking rules on interbank compensation and (ii) if recovered from Borrower, the rate payable under this Agreement for Base Rate Loans for such Type of interest applicable to the relevant Borrowing, as determined pursuant to Section 2.08Loans. Nothing in this Section 2.04 subsection 2.1C shall be deemed to relieve any Lender from its obligation to make Term Loans fulfill its Commitments hereunder or to prejudice any rights which that Borrower may have against any Lender as a result of any failure default by such Xxxxxx to make Term Loans Lender hereunder.

Disbursement of Funds. No All Term Loans, Acquisition 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 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 (New York City time) on the date applicable Funding Date, in same day funds in Dollars, at the Funding and Payment Office. Except as provided in subsection 3.3B with respect to Revolving Loans used reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in each Notice subsections 4.1 (in the case of BorrowingLoans made on the Effective Date) and 4.2 (in the case of all Loans), each Lender with a Commitment Administrative Agent shall make the proceeds of such Loans available to the relevant Tranche will make available its pro rata portion (determined applicable Borrower on the applicable Funding Date by causing an amount of same day funds in accordance with Section 2.07) Dollars equal to the proceeds of each all such Borrowing requested Loans received by Administrative Agent from Lenders to be made on such date. All such amounts will be made available in Dollars and in immediately available funds at the Notice Office, and the Administrative Agent will make all funds so received by it in like funds as received by the Administrative Agent by wire transfer of such funds credited to the account designated in writing by Xxxxxxxx (including in any Notice of Borrowing) from time to timethe applicable Borrower at the Funding and Payment Office. Unless the Administrative Agent shall have been notified by any Lender prior to the date of Funding Date for any Borrowing Loans that such Lender does not intend to make available to the Administrative Agent the amount of such Xxxxxx’s portion of any Borrowing to be made Lender's Loan requested on such dateFunding Date, the Administrative Agent may assume that such Xxxxxx Lender has made such amount available to the Administrative Agent on such date of Borrowing Funding Date and the Administrative Agent may (may, in its sole discretion, but shall not be obligated to), in reliance upon such assumption, make available to the applicable Borrower a corresponding amountamount on such Funding Date. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such LenderLender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the customary rate set by Administrative 74 Agent for the correction of errors among banks plus any applicable fees charged by Administrative Agent. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s 's demand therefor, the Administrative Agent shall promptly notify the applicable Borrower and such Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Lender or Borrower together with interest on such corresponding amount in respect of thereon, for each day from the date such corresponding amount was made available by the Administrative Agent to Borrower Funding Date until the date such corresponding amount is recovered by the paid to Administrative Agent, at a rate per annum equal to (i) if recovered from such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking rules on interbank compensation and (ii) if recovered from Borrower, the rate of interest applicable to the relevant Borrowing, as determined pursuant to Section 2.08payable under this Agreement for Base Rate Loans. Nothing in this Section 2.04 subsection 2.1C shall be deemed to relieve any Lender from its obligation to make Term Loans fulfill its Commitments hereunder or to prejudice any rights which Borrower that Borrowers may have against any Lender as a result of any failure default by such Xxxxxx to make Term Loans Lender hereunder.

Disbursement of Funds. No The Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that 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 Loan Commitment of any Lender be increased or decreased as a result of a default by any other Lender in that other Lender's obligation to make a Loan requested hereunder. Promptly after receipt by Agent of a Notice of Borrowing pursuant to subsection 2.1B (or telephonic notice in lieu thereof), Agent shall notify each Lender of the proposed borrowing. Each Lender shall make the amount of its Loan available to Agent not later than 1:00 P.M. (New York City time) on the date specified Funding Date, in each Notice of Borrowingsame day funds in Dollars, each Lender with a Commitment of the relevant Tranche will make available its pro rata portion (determined in accordance with Section 2.07) of each such Borrowing requested to be made on such date. All such amounts will be made available in Dollars and in immediately available funds at the Notice Funding and Payment Office, and the Administrative Agent will make all funds so received by it in like funds as received by the Administrative Agent by wire transfer of such funds to the account designated in writing by Xxxxxxxx (including in any Notice of Borrowing) from time to time. Unless the Administrative Agent shall have been notified by any Lender prior to the date of Funding Date for any Borrowing Loans that such Lender does not intend to make available to Agent the Administrative Agent amount of such Xxxxxx’s portion of any Borrowing to be made Lender's Loan requested on such datethe Funding Date, the Administrative Agent may assume that such Xxxxxx Lender has made such amount available to the Administrative Agent on such date of Borrowing the Funding Date and the Administrative Agent may (may, in its sole discretion, but shall not be obligated to), in reliance upon such assumption, make available to Borrower Company a corresponding amountamount on the Funding Date. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such LenderLender together with interest thereon, for each day from the Funding Date until the date such amount is paid to Agent, at the customary rate set by Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s 's demand therefor, the Administrative Agent shall promptly notify Borrower Company and Borrower Company shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Lender or Borrower together with interest on such corresponding amount in respect of thereon, for each day from the date such corresponding amount was made available by the Administrative Agent to Borrower Funding Date until the date such corresponding amount is recovered by the Administrative paid to Agent, at a rate per annum equal to (i) if recovered from such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking rules on interbank compensation and (ii) if recovered from Borrower, the rate of interest applicable to the relevant Borrowing, as determined pursuant to Section 2.08payable under this Agreement for Base Rate Loans. Nothing in this Section 2.04 subsection 2.1C shall be deemed to relieve any Lender from its obligation to make Term Loans fulfill its Commitments hereunder or to prejudice any rights which Borrower that Company may have against any Lender as a result of any failure default by such Xxxxxx to make Term Loans Lender hereunder.

Disbursement of Funds. (a) No later than 1:00 P.M. 11:00 A.M. (New York City timelocal time for the Administrative Agent) on the date specified in of each Notice of BorrowingBorrowing pursuant to the Commitments (other than one resulting from a conversion or continuation pursuant to Section 4.01(b)), each Lender with a Commitment of the relevant Tranche will make available its pro rata portion (determined in accordance with Section 2.07) Pro Rata Share of each the amount of such Borrowing requested to be made on such date. All such amounts will be made available in Dollars and in immediately available funds at the Notice Office, and Payment Office of the Administrative Agent. The Administrative Agent will make all funds available to Borrower the aggregate of the amounts (if any) so received made available by it the Lenders to the Administrative Agent in like funds as received a timely manner by crediting such amounts to Borrower's demand deposit account maintained with the Administrative Agent. In the event that the Lenders do not make such amounts available to the Administrative Agent by wire transfer of the time prescribed above, but such funds amount is received later that day, such amount may be credited to Borrower in the account designated manner described in writing by Xxxxxxxx the preceding sentence on the next Business Day (including in any Notice of Borrowingwith interest on such amount to begin accruing hereunder on such next Business Day). (b) from time to time. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any a Borrowing that such Lender does not intend to make available to the Administrative Agent such Xxxxxx’s Lender's portion of any the Borrowing to be made on such date, the Administrative Agent may assume that such Xxxxxx Lender has made such amount available to the Administrative Agent on such date of Borrowing and the Administrative Agent may (but shall not be obligated to), in reliance upon such assumption, make available to Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such LenderLender on the date of Borrowing, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such LenderLender together with interest at the Federal Funds Rate. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s 's demand therefor, the Administrative Agent shall promptly notify Borrower Borrower, and Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Lender or Borrower together with interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to Borrower until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking rules on interbank compensation and (ii) if recovered from Borrower, the rate of interest applicable to specified for the relevant Borrowing, as determined pursuant to Section 2.08. Nothing in this Section 2.04 subsection shall be deemed to relieve any Lender from its obligation to make Term Loans fund its Commitments hereunder or to prejudice any rights which Borrower may have against any Lender as a result of any failure default by such Xxxxxx Lender hereunder. (c) All Borrowings under the Commitments shall be loaned by the Lenders on the basis of their Pro Rata Share of the Commitments. No Lender shall be responsible for any default by any other Lender in its obligations hereunder, and each Lender shall be obligated to make Term the Loans provided to be made by it hereunder, regardless of the failure of any other Lender to fund its Commitment hereunder.

Disbursement of Funds. No later than 1:00 P.M. Promptly after receipt of a Notice of Pro Rata Borrowing denominated in Dollars pursuant to subsection 2.1 (New York City timeor telephonic notice in lieu thereof) and in any event on the date specified in Business Day such notice is received, Administrative Agent shall notify each Lender of the proposed Borrowing. Promptly after receipt of a Notice of Pro Rata Borrowing denominated in an Offshore Currency pursuant to subsection 2.1 (or telephonic notice in lieu thereof) and in any event on the Business Day such notice is received, Administrative Agent shall promptly notify each Lender and the Applicable Borrower of the aggregate amount of the proposed Borrowing, each Lender with a Commitment Conversion or Continuation in such Offshore Currency, the aggregate Equivalent Amount of the relevant Tranche will make available its pro rata portion (determined in accordance with Section 2.07) of each such Borrowing requested to be made on such date. All such amounts will be made available Borrowing, Conversion or Continuation in Dollars and the applicable Spot Rate used by Administrative Agent to determine such Equivalent Amount. If any Lender notifies Administrative Agent prior to the time specified by this Agreement for setting the interest rate for an Offshore Currency Loan in immediately available funds at a requested Offshore Currency that such Lender has used all reasonable means to fund an Offshore Currency Loan in the requested Offshore Currency and that it cannot do so, the Notice Officeof Pro Rata Borrowing relating to such requested Offshore Currency Loan shall be deemed withdrawn. Administrative Agent shall promptly notify the Applicable Borrower of any such notice received from a Lender. Each Lender shall make same day funds for its Pro Rata Loan available to Administrative Agent on the Funding Date in the currency of such Pro Rata Loan (or, with the consent of Administrative Agent and the Applicable Borrower, in each instance, the Equivalent Amount in Dollars of the applicable Offshore Currency) to Administrative Agent's Account not later than 11:00 A.M. (California time). Upon satisfaction or waiver of the conditions precedent specified in Section 3 (including, without limitation, subsection 3.2B, if applicable), Administrative Agent will shall make all funds so received by it the proceeds of such Pro Rata Loans available to the Applicable Borrower on such Funding Date in like funds as received by the Administrative Agent from Lenders, by wire transfer causing such same day funds equal to the proceeds of all such funds Loans received by Administrative Agent to be credited to the account designated of the Applicable Borrower at that office of Administrative Agent where Administrative Agent's Account is located on such Funding Date. In the case of Bid Rate Loans, upon satisfaction or waiver of the conditions precedent specified in writing 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 Xxxxxxxx (including 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 on such Funding Date. The acceptance by the Applicable Borrower of any proceeds of any Loan which results in any Notice an increase in the Equivalent Amount in Dollars of Borrowing) from time the Total Utilization shall be deemed to timeconstitute a representation to the Lenders that the conditions to funding set forth herein are satisfied on and as of the applicable Funding Date. Unless the Administrative Agent shall have been notified by any Lender prior to the date Funding Date of any Borrowing Pro Rata Loan that such Lender does not intend to make available to the Administrative Agent such Xxxxxx’s portion of any Borrowing to be made that Lender's Pro Rata Loan requested on such dateFunding Date, the Administrative Agent may assume that such Xxxxxx Lender has made such amount available to the Administrative Agent on such date of Borrowing Funding Date and the Administrative Agent may (Agent, in its sole discretion, may, but shall not be obligated to), in reliance upon such assumption, make available to the Applicable Borrower a corresponding amountamount on such Funding Date. If such corresponding amount is not in fact made available to the Administrative Agent by such Lenderthat Lender on the Funding Date, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such LenderLender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, which interest shall accrue at the Federal Funds Rate for the first five days and thereafter at the Base Rate 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 the Administrative Agent’s 's demand therefor, the Administrative Agent shall promptly notify Borrower the Applicable Borrower, and the Applicable Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Lender or Borrower together with interest accrued thereon at the applicable rate for the Loan made on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to Borrower until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking rules on interbank compensation and (ii) if recovered from Borrower, the rate of interest applicable to the relevant Borrowing, as determined pursuant to Section 2.08Funding Date. Nothing in this Section 2.04 subsection 2.4 shall be deemed to relieve any Lender from its obligation to make Term Loans fulfill its Commitment hereunder or to prejudice any rights which any Borrower may have against any Lender as a result of any failure default by such Xxxxxx to make Term Loans that Lender hereunder.

Disbursement of Funds. No All 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 receipt by the Administrative Agent of a Loan/Letter of Credit Request pursuant to Section 2.1.B., the Administrative Agent shall notify each -------------- Lender of the proposed borrowing. Each Lender shall make the amount of its Loan available to the Administrative Agent not later than 1:00 P.M. 12:00 Noon (New York City time) on the date specified in each Notice of Borrowingapplicable Loan Date, each Lender with a Commitment of the relevant Tranche will make available its pro rata portion (determined in accordance with Section 2.07) of each such Borrowing requested to be made on such date. All such amounts will be made available in Dollars and in immediately available funds in Dollars, at the Notice Funding and Payment Office, and the . The Administrative Agent will make shall disburse the proceeds of each Loan, all funds so received by it in like funds accordance with and as received by more particularly described in the Administrative Agent by wire transfer Loan/Letter of such funds to the account designated in writing by Xxxxxxxx (including in any Notice of Borrowing) from time to timeCredit Request. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any Borrowing Loan Date that such Lender does not intend to make available to the Administrative Agent the amount of such Xxxxxx’s portion Lender's share of any Borrowing to be made such Loan requested on such dateLoan Date, the Administrative Agent may assume that such Xxxxxx Lender has made such amount available to the Administrative Agent on such date of Borrowing Loan Date and the Administrative Agent may (may, in its sole discretion, but shall not be obligated to), in reliance upon such assumption, make available to the Borrower a corresponding amountamount on such Loan 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 Loan Date until the date such amount is paid to the Administrative Agent, at the Federal Funds Effective Rate for the first three Business Days and thereafter at the rate payable under this Agreement for Base Rate Loans. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender's share of the Loan included in such Loan. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s 's demand therefor, the Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Lender or Borrower together with interest on such corresponding amount in respect of thereon, for each day from the date such corresponding amount was made available by the Administrative Agent to Borrower Loan Date until the date such corresponding amount is recovered by paid to the Administrative Agent, at a rate per annum equal to (i) if recovered from such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking rules on interbank compensation and (ii) if recovered from Borrower, the rate of interest applicable to the relevant Borrowing, as determined pursuant to Section 2.08payable under this Agreement for Base Rate Loans. Nothing in this Section 2.04 2.1.C. shall be -------------- deemed to relieve any Lender from its obligation to make Term Loans fulfill its Commitments hereunder or to prejudice any rights which that the Borrower may have against any Lender as a result of any failure default by such Xxxxxx to make Term Loans Lender hereunder.

Disbursement of Funds. No All Revolving Loans shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that neither Administrative Agent nor any Lender shall be responsible for any default by any other Lender in that other Lender’s obligation to make a Loan requested hereunder nor shall the Commitment of any Lender to make the particular type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender’s obligation to make a Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Borrowing pursuant to subsection 2.1B (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender for that type of Loan of the proposed borrowing. Each such Lender shall make the amount of its Loan available to Administrative Agent not later than 1:00 P.M. 10:00 A.M. (New York City California time) on the date applicable Funding Date in same day funds in Dollars at the 26 Credit Agreement Funding and Payment Office. Except as provided in subsection 3.3B with respect to Revolving Loans used to reimburse Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in each Notice subsections 4.1 (in the case of BorrowingLoans made on the Closing Date) and 4.2 (in the case of all Loans), each Lender with a Commitment Administrative Agent shall make the proceeds of such Loans available to Company on the relevant Tranche will make available its pro rata portion (determined applicable Funding Date by causing an amount of same day funds in accordance with Section 2.07) Dollars equal to the proceeds of each all such Borrowing requested Loans received by Administrative Agent from Lenders to be made on such date. All such amounts will be made available in Dollars and in immediately available funds at the Notice Office, and the Administrative Agent will make all funds so received by it in like funds as received by the Administrative Agent by wire transfer of such funds credited to the account designated in writing by Xxxxxxxx (including in any Notice of Borrowing) from time to timeCompany at the Funding and Payment Office. Unless the Administrative Agent shall have been notified by any Lender prior to the date of a Funding Date for any Borrowing Loans that such Lender does not intend to make available to the Administrative Agent the amount of such XxxxxxLender’s portion of any Borrowing to be made Loan requested on such dateFunding Date, the Administrative Agent may assume that such Xxxxxx Lender has made such amount available to the Administrative Agent on such date of Borrowing Funding Date and the Administrative Agent may (may, in its sole discretion, but shall not be obligated to), in reliance upon such assumption, make available to Borrower Company a corresponding amountamount on such Funding Date. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such LenderLender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify Borrower Company and Borrower Company shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Lender or Borrower together with interest on such corresponding amount in respect of thereon, for each day from the date such corresponding amount was made available by the Administrative Agent to Borrower Funding Date until the date such corresponding amount is recovered by the paid to Administrative Agent, at a rate per annum equal to (i) if recovered from such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking rules on interbank compensation and (ii) if recovered from Borrower, the rate of interest applicable to the relevant Borrowing, as determined pursuant to Section 2.08payable under this Agreement for Base Rate Loans. Nothing in this Section 2.04 subsection 2.1C shall be deemed to relieve any Lender from its obligation to make Term Loans fulfill its Commitments hereunder or to prejudice any rights which Borrower that Company may have against any Lender as a result of any failure default by such Xxxxxx to make Term Loans Lender hereunder.

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

Disbursement of Funds. (a) No later than 1:00 P.M. 12:00 Noon (New York City Atlanta, Georgia time) on the date specified in of each Notice of BorrowingSyndicated Loan pursuant to the Syndicated Loan Commitments (other than one resulting from a conversion or continuation pursuant to Section 2.06(b)), each Lender with a Commitment of the relevant Tranche will make available its pro rata portion (determined in accordance with Section 2.07) Pro Rata Share of each such Borrowing requested to be made on such date. All such amounts will be made available in Dollars and Syndicated Loan in immediately available funds at the Notice Office, and Payment Office of the Administrative Agent. The Administrative Agent will make all funds available to Borrower the aggregate of the amounts (if any) so received made available by it in like funds as received the Syndicated Lenders to the Administrative Agent no later than 2:00 P.M. (Atlanta, Georgia time) by crediting such amounts to Borrower's demand deposit account maintained with the Administrative Agent or at Borrower's option, effecting a wire transfer of such amounts to an account specified by Borrower, by the close of business on such Business Day. In the event that the Syndicated Lenders do not make such amounts available to the Administrative Agent by wire transfer the time prescribed above, but such amount is received later that day, such amount may be credited to Borrower in the manner described in the preceding sentence on the next Business Day (with interest on such amount to begin accruing hereunder on such next Business Day). (b) No later than 2:00 P.M. (Atlanta, Georgia time) on the date of each Swing Line Loan, the Swing Line Lender will make available the principal amount of the Swing Line Loan available to Borrower by crediting such funds amount to Borrower's demand deposit account maintained with the account designated in writing by Xxxxxxxx Swing Line Lender. (including in any Notice of Borrowingc) from time to time. Unless the Administrative Agent shall have been notified by any Syndicated Lender prior to the date of any a Syndicated Loan Borrowing that such Lender does not intend to make available to the Administrative Agent such Xxxxxx’s Lender's portion of any such Borrowing to be made on such date, the Administrative Agent may assume that such Xxxxxx Lender has made such amount available to the Administrative Agent on such date of Borrowing and the Administrative Agent may (but shall not be obligated to), in reliance upon such assumption, make available to Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such LenderLender on the date of such Borrowing, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such LenderLender together with interest at the Federal Funds Rate. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s 's demand therefor, the Administrative Agent shall promptly notify Borrower Borrower, and Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Lender or Borrower together with interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to Borrower until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking rules on interbank compensation and (ii) if recovered from Borrower, the rate of interest applicable to the relevant specified for such Borrowing, as determined pursuant to Section 2.08. Nothing in this Section 2.04 subsection shall be deemed to relieve any Syndicated Lender from its obligation to make Term Loans fund its Syndicated Loan Commitment hereunder or to prejudice any rights which Borrower may have against any Syndicated Lender as a result of any failure default by such Xxxxxx Lender hereunder. (d) All Syndicated Loans under the Syndicated Loan Commitments shall be loaned by the Lenders on the basis of their Pro Rata Share of the Syndicated Loan Commitments. All Swing Line Loans shall be loaned by the Swing Line Lender in accordance with Section 2.07. No Lender shall be responsible for any default by any other Lender in its obligations hereunder, and each Lender shall be obligated to make Term the Loans provided to be made by it hereunder, regardless of the failure of any other Lender to fund its Commitments hereunder.

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

Disbursement of Funds. No Promptly after receipt of a Notice of Borrowing pursuant to Section 2.01(b) (or telephonic notice in lieu thereof) with respect to the Term Loans, the Administrative Agent shall notify each Lender of the proposed borrowing. Each Lender shall make its pro rata Share of the amount of the Term Loans available to the Administrative Agent in same day funds not later than 1:00 P.M. 11:00 A.M. (New York City time) on the date specified in each Funding Date. The Term Loan of a Lender shall be equal to such Lender’s pro rata Share of the aggregate amount of all Term Loans requested by the Borrower pursuant to the applicable Notice of Borrowing, each Lender with a Commitment . Upon satisfaction or waiver of the relevant Tranche will make available its pro rata portion (determined conditions precedent specified in accordance with Section 2.07) of each such Borrowing requested to be made on such date. All such amounts will be made available in Dollars and in immediately available funds at the Notice Office, and 3.01 the Administrative Agent will shall make the proceeds of the Term Loans available to the Borrower by causing an amount of funds equal to the proceeds of all funds so received by it in like funds as Term Loans received by the Administrative Agent to be credited to an account in New York City designated by wire transfer of such funds to the account designated Borrower in writing by Xxxxxxxx (including in any Notice of Borrowing) from time to timesame day funds. Unless the Administrative Agent shall have been notified by any Lender (which notice may be telephonic, confirmed promptly in writing) prior to the date Funding Date (or, in the case of any Borrowing Base Rate Loans, not later than 11:00 A.M. (New York City time) on the Funding Date) in respect of the Term Loans that such Lender does not intend to make available to the Administrative Agent such Xxxxxx’s portion pro rata Share of any Borrowing to be made the Term Loans on such datethe Funding Date, the Administrative Agent may assume that such Xxxxxx Lender has made such amount available to the Administrative Agent on such date of Borrowing the Funding Date and the Administrative Agent may (in its sole discretion may, but shall not be obligated to), in reliance upon such assumption, make available to the Borrower a corresponding amountamount on the 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 prompt demand from such LenderLender together with interest thereon, for each day from the Funding Date until the date such amount is paid to the Administrative Agent at the customary rate set by the Administrative Agent for the correction of errors among Lenders for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Lender or Borrower interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to Borrower until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking rules on interbank compensation and (ii) if recovered from Borrower, the rate of interest applicable to the relevant Borrowing, as determined pursuant to Section 2.08. Nothing in this Section 2.04 2.01(c) shall be deemed to relieve any Lender from its obligation to make Term Loans fulfill its Commitment hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any failure default by such Xxxxxx to make Term Loans Lender hereunder.

Disbursement of Funds. No (i) The Committed Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Commitment Percentage, it being understood that no Lender shall be responsible for any default by any other Lender in such other Lender’s obligation to make a Committed Loan requested hereunder nor shall the Commitment of any Lender be increased or decreased as a result of a default by any other Lender in such other Lender’s obligation to make a Committed Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Borrowing pursuant to Section 2.1(c) (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender of the proposed borrowing. Each Lender shall make the amount of its Committed Loan available to Administrative Agent not later than 1:00 P.M. 11:00 a.m. (New York City Dallas, Texas time) on the date specified Funding Date, in each Notice of Borrowingsame day funds in Dollars, each Lender with a Commitment of the relevant Tranche will make available its pro rata portion (determined in accordance with Section 2.07) of each such Borrowing requested to be made on such date. All such amounts will be made available in Dollars and in immediately available funds at the Notice Funding and Payment Office, and the Administrative Agent will make all funds so received by it in like funds as received by the Administrative Agent by wire transfer of such funds to the account designated in writing by Xxxxxxxx . (including in any Notice of Borrowingii) from time to time. Unless the Administrative Agent shall have been notified by any received notice from a Lender prior to the proposed date of any Borrowing Committed Loan that such Lender does will not intend to make available to the Administrative Agent such XxxxxxLender’s portion share of any Borrowing to be made on such dateCommitted Loan, the then Administrative Agent may assume that such Xxxxxx Lender has made such amount share available to the Administrative Agent on such date of Borrowing in accordance with Section 2.1(c)(i) and the Administrative Agent may (but shall not be obligated to)may, in reliance upon such assumption, make available to Borrower a corresponding amount. If In such corresponding amount is event, if a Lender has not in fact made its share of the applicable Committed Loan available to Administrative Agent, then the applicable Lender and Borrower severally agree to pay to Administrative Agent by such Lender, the Administrative Agent shall be entitled to recover such corresponding amount forthwith on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify Borrower and Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Lender or Borrower interest on such corresponding amount in respect of immediately available funds with interest thereon, for each day from and including the date such corresponding amount was is made available by the Administrative Agent to Borrower until to but excluding the date such corresponding amount is recovered by the of payment to Administrative Agent, at (A) in the case of a rate per annum equal payment to (i) if recovered from be made by such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation and (iiB) if recovered from in the case of a payment to be made by Borrower, the interest rate of interest applicable to Base Rate Loans. If Borrower and such Lender shall pay such interest to Administrative Agent for the relevant Borrowingsame or an overlapping period, as determined pursuant then Administrative Agent shall promptly remit to Section 2.08Borrower the amount of such interest paid by Borrower for such period. Nothing in this Section 2.04 Any payment by Borrower shall be deemed without prejudice to relieve any Lender from its obligation to make Term Loans hereunder or to prejudice any rights which claim Borrower may have against a Lender that shall have failed to make such payment to Administrative Agent. (iii) Unless Administrative Agent shall have received notice from Borrower prior to the date on which any payment is due to Administrative Agent for the account of the Lenders or the Issuing Bank hereunder that Borrower will not make such payment, then Administrative Agent may assume that Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the Issuing Bank, as the case may be, the amount due. In such event, if Borrower has not in fact made such payment, then each of the Lenders or the Issuing Bank, as the case may be, severally agrees to repay to Administrative Agent forthwith on demand the amount so distributed to such Lender or the Issuing Bank, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensation. A notice of Administrative Agent to any Lender as a result of or Borrower with respect to any failure by such Xxxxxx to make Term Loans hereunderamount owing under subsections (ii) and (iii) above shall be conclusive, absent manifest error.

Disbursement of Funds. No All Loans Against Imports 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 Against Imports requested hereunder nor shall the Commitment of any Lender be increased or decreased as a result of a default by any other Lender in that other Lender's obligation to make a Loan Against Imports 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 of the proposed borrowing. Each Lender shall make the amount of its Loan Against Imports 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 (New York City San Francisco time) on the date first Business Day after the applicable Funding Date. Upon satisfaction or waiver of the conditions precedent specified in each Notice subsections 4.1 (in the case of BorrowingLoans Against Imports made on the Closing Date) and 4.2 (in the case of all Loans Against Imports), each Lender with a Commitment Administrative Agent shall make the proceeds of such Loans Against Imports available to Company on the relevant Tranche will make available its pro rata portion (determined applicable Funding Date by causing an amount of same day funds in accordance with Section 2.07) Dollars equal to the proceeds of each all such Borrowing requested Loans Against Imports received by Administrative Agent from Lenders to be made on such date. All such amounts will be made available in Dollars and in immediately available funds at applied to reimburse HSBC or the Notice OfficeIssuing Lender, and the Administrative Agent will make all funds so received by it in like funds as received by the Administrative Agent by wire transfer of such funds to the account designated in writing by Xxxxxxxx (including in any Notice of Borrowing) from time to timeapplicable. Unless the Administrative Agent shall have been notified by any Lender prior to the date of Funding Date for any Borrowing Loans Against Imports that such Lender does not intend to make available to the Administrative Agent the amount of such Xxxxxx’s portion of any Borrowing to be made Lender's Loan Against Imports requested on such dateFunding Date, the Administrative Agent may assume that such Xxxxxx Lender has made such amount available to the Administrative Agent on such date of Borrowing Funding Date and the Administrative Agent may (may, in its sole discretion, but shall not be obligated to), in reliance upon such assumption, make available to Borrower Company a corresponding amountamount on such Funding Date. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such LenderLender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s 's demand therefor, the Administrative Agent shall promptly notify Borrower Company and Borrower Company shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Lender or Borrower together with interest on such corresponding amount in respect of thereon, for each day from the date such corresponding amount was made available by the Administrative Agent to Borrower Funding Date until the date such corresponding amount is recovered by the paid to Administrative Agent, at a rate per annum equal to (i) if recovered from such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking rules on interbank compensation and (ii) if recovered from Borrower, the rate of interest payable under this Agreement for the applicable to the relevant Borrowing, as determined pursuant to Section 2.08Loan Against Imports. Nothing in this Section 2.04 subsection 2.1C shall be deemed to relieve any Lender from its obligation to make Term Loans fulfill its Commitment hereunder or to prejudice any rights which Borrower that Company may have against any Lender as a result of any failure default by such Xxxxxx to make Term Loans Lender hereunder.

Disbursement of Funds. (a) No later than 1:00 P.M. 2:00 PM (New York City timelocal time for the Administrative Agent) on the date specified in each Notice of BorrowingClosing Date, each Lender with a Commitment of the relevant Tranche will make available its pro rata portion (determined in accordance with Section 2.07) Pro Rata Share of each such Borrowing requested to be made on such date. All such amounts will be made available in Dollars and the Loans in immediately available funds at the Notice Office, and Payment Office of the Administrative Agent. The Administrative Agent will make all funds available to Intermet the aggregate of the amounts (if any) so received made available by it the Lenders to the Administrative Agent in like funds as received a timely manner by crediting such amounts to Intermet's demand deposit account maintained with the Administrative Agent or at Intermet's option, effecting a wire transfer of such amounts to an account specified by Intermet, by the close of business on such Business Day. In the event that the Lenders do not make such amounts available to the Administrative Agent by wire transfer of the time prescribed above, but such funds amount is received later that day, such amount may be credited to Intermet in the account designated manner described in writing by Xxxxxxxx the preceding sentence on the next Business Day (including in any Notice of Borrowingwith interest on such amount to begin accruing hereunder on such next Business Day). (b) from time to time. [Reserved]. (c) Unless the Administrative Agent shall have been notified by any Lender prior to 12:00 Noon on the date of any Borrowing Closing Date that such Lender does not intend to make available to the Administrative Agent such Xxxxxx’s Lender's portion of any the Borrowing to be made on such date, the Administrative Agent may assume that such Xxxxxx Lender has made such amount available to the Administrative Agent on such date of Borrowing and the Administrative Agent may (but shall not be obligated to), in reliance upon such assumption, make available to Borrower Intermet a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such LenderLender on the Closing Date, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such LenderLender together with interest at the Federal Funds Rate. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s 's demand therefor, the Administrative Agent shall promptly notify Borrower Intermet, and Borrower Intermet shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Lender or Borrower together with interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to Borrower until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking rules on interbank compensation and (ii) if recovered from Borrower, the rate of interest applicable to specified for the relevant Borrowing, as determined pursuant to Section 2.08. Nothing in this Section 2.04 subsection shall be deemed to relieve any Lender from its obligation to make Term Loans fund its Commitment hereunder or to prejudice any rights which Borrower Intermet may have against any Lender as a result of any failure default by such Xxxxxx Lender hereunder. (d) All Loans under the Commitments shall be loaned by the Lenders on the basis of their Pro Rata Share of the Commitments. No Lender shall be responsible for any default by any other Lender in its obligations hereunder, and each Lender shall be obligated to make Term the Loans provided to be made by it hereunder, regardless of the failure of any other Lender to fund its Commitments hereunder.

Disbursement of Funds. No Promptly after receipt of a Notice of Borrowing pursuant to ‎Section 2.01(b) with respect to the Loans, the Administrative Agent shall notify each Lender of the proposed borrowing. Each Lender shall make its pro rata Share of the amount of such Loans available to the Administrative Agent in same day funds not later than 1:00 P.M. (x) in the case of a Base Rate Loan, 3:00 p.m. (New York City time) on the date specified Funding Date and (y) in each the case of a Eurodollar Rate Loan, 12:00 noon (New York City time) on the Funding Date. Such Loans of a Lender shall be equal to such Lender’s pro rata Share of the aggregate amount of all such Loans requested by the Borrower pursuant to the applicable Notice of Borrowing, each Lender with a Commitment . Upon satisfaction or waiver of the relevant Tranche will make available its pro rata portion (determined conditions precedent specified in accordance with Section 2.07) of each such Borrowing requested to be made on such date. All such amounts will be made available in Dollars and in immediately available funds at the Notice Office, and ‎Section 3.02 the Administrative Agent will shall make the proceeds of such Loans available to the Borrower by causing an amount of funds equal to the proceeds of all funds so received by it in like funds as such Loans received by the Administrative Agent to be credited to an account in New York City designated by wire transfer of such funds to the account designated Borrower in writing by Xxxxxxxx (including in any Notice of Borrowing) from time to timesame day funds. Unless the Administrative Agent shall have been notified by any Lender prior to the date Funding Date (or, in the case of Base Rate Loans, not later than 3:00 p.m. (New York City time) on the Funding Date) in respect of any Borrowing Loan that such Lender does not intend to make available to the Administrative Agent such Xxxxxx’s portion pro rata Share of any Borrowing to be made such Loan on such datethe Funding Date, the Administrative Agent may assume that such Xxxxxx Lender has made such amount available to the Administrative Agent on such date of Borrowing the Funding Date and the Administrative Agent may (in its sole discretion may, but shall not be obligated to), in reliance upon such assumption, make available to the Borrower a corresponding amountamount on the 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 prompt demand from such LenderLender together with interest thereon, for each day from the Funding Date until the date such amount is paid to the Administrative Agent at the customary rate set by the Administrative Agent for the correction of errors among Lenders for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Lender or Borrower interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to Borrower until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking rules on interbank compensation and (ii) if recovered from Borrower, the rate of interest applicable to the relevant Borrowing, as determined pursuant to Section 2.08. Nothing in this Section 2.04 ‎Section 2.01(c) shall be deemed to relieve any Lender from its obligation to make Term Loans fulfill its Commitment hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any failure default by such Xxxxxx to make Term Loans Lender hereunder.

Disbursement of Funds. No All Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender's obligation to make a Loan requested hereunder nor shall the Commitment of any Lender to make the particular type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender's obligation to make a Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Borrowing pursuant to subsection 2.1B, Administrative Agent shall notify each Lender 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 (New York City time) on the date applicable Funding Date, in same day funds in Dollars, at the Funding and Payment Office. Except as provided in subsection 3.3B with respect to Revolving Loans used to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in each Notice of Borrowingsubsection 4.2, each Lender with a Commitment Administrative Agent shall make the aggregate amount of the relevant Tranche will make Loans received by Administrative Agent from Lenders available its pro rata portion (determined in accordance with Section 2.07) by crediting the account of each such Borrowing requested to be made on such date. All such amounts will be made available in Dollars and in immediately available funds Borrowers at the Notice Office, Funding and Payment Office in the Administrative Agent will make all funds so received by it in like funds as received by the Administrative Agent by wire transfer amount of such funds to the account designated in writing by Xxxxxxxx (including in any Notice of Borrowing) from time to timeLoans. Unless the Administrative Agent shall have been notified by any Lender prior to the date of Funding Date for any Borrowing Loans that such Lender does not intend to make available to the Administrative Agent the amount of such Xxxxxx’s portion of any Borrowing to be made Lender's Loan requested on such dateFunding Date, the Administrative Agent may assume that such Xxxxxx Lender has made such amount available to the Administrative Agent on such date of Borrowing Funding Date and the Administrative Agent may (may, in its sole discretion, but shall not be obligated to), in reliance upon such assumption, make available to Borrower Borrowers a corresponding amountamount on such Funding Date. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such LenderLender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s 's demand therefor, the Administrative Agent shall promptly notify Borrower Borrowers and Borrower Borrowers shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Lender or Borrower together with interest on such corresponding amount in respect of thereon, for each day from the date such corresponding amount was made available by the Administrative Agent to Borrower Funding Date until the date such corresponding amount is recovered by the paid to Administrative Agent, at a rate per annum equal to (i) if recovered from such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking rules on interbank compensation and (ii) if recovered from Borrower, the rate of interest applicable to the relevant Borrowing, as determined pursuant to Section 2.08payable under this Agreement for Base Rate Loans. Nothing in this Section 2.04 subsection 2.1C shall be deemed to relieve any Lender from its obligation to make Term Loans fulfill its Commitments hereunder or to prejudice any rights which Borrower that Borrowers may have against any Lender as a result of any failure default by such Xxxxxx to make Term Loans Lender hereunder.

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

Disbursement of Funds. No later than 1:00 P.M. (New York City time) on All Loans shall be made, and all participation purchased, by the date specified Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no Lender shall be responsible for any default by any other Lender in each Notice of Borrowing, each Lender with that other Lender’s obligation to make a Loan requested hereunder nor shall the Commitment of any Lender to make the relevant Tranche will 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 available its pro rata portion (determined in accordance with Section 2.07) of each such Borrowing a Loan requested to be made on such datehereunder. All such amounts will be made available in Dollars and in immediately available funds at the Notice Office, and the Administrative Agent will make all funds so received by it in like funds as received Promptly after receipt by the Administrative Agent by wire transfer of a Notice of Borrowing pursuant to subsection 2.1B(ii) (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 borrowing and of the amount of such funds to Lender’s Pro Rata Share of the account designated in writing by Xxxxxxxx (including in any Notice of Borrowing) from time to timeapplicable Revolving Loans. Unless the Administrative Agent shall have been notified by any received notice from a Lender prior to the date of any Borrowing applicable Funding Date that such Lender does will not intend to make available to the Administrative Agent the amount of such XxxxxxLender’s portion of any Borrowing to be made Loan requested on such dateFunding Date, the Administrative Agent may assume that such Xxxxxx Lender has made such amount share available to the Administrative Agent on such date of Borrowing Funding Date in accordance and the Administrative Agent may (may, in reliance upon such assumption and in its sole discretion, but shall not be obligated to), in reliance upon such assumption, to make available to Borrower the Company a corresponding amountamount on such Funding Date. If In such corresponding amount is event, if a Lender has not in fact made its share of the applicable Loan available to the Administrative Agent by such LenderAgent, then the applicable Lender and the Company severally agree to pay to the Administrative Agent shall be entitled to recover forthwith on demand such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand thereforwith interest thereon, the Administrative Agent shall promptly notify Borrower and Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Lender or Borrower interest on such corresponding amount in respect of for each day from and including the date such corresponding amount was is made available by to the Administrative Agent Company to Borrower until but excluding the date such corresponding amount is recovered by of payment to the Administrative Agent, at a rate per annum equal to (i) if recovered from in the case of a payment to be made by such Lender, the greater of the Federal Funds Effective Base Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation and (ii) if recovered from Borrowerin the case of a payment to be made by the Company, the interest rate of interest applicable to Base Rate Loans. If the relevant BorrowingCompany and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, as determined pursuant the Administrative Agent shall promptly remit to Section 2.08the Company the amount of such interest paid by the Company for such period. Nothing If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in this Section 2.04 such borrowing. Any payment by the Company shall be deemed without prejudice to relieve any Lender from its obligation to make Term Loans hereunder or to prejudice any rights which Borrower claim the Company may have against any a Lender as a result of any failure by such Xxxxxx that shall have failed to make Term Loans hereundersuch payment to the Administrative Agent. Unless the Administrative Agent shall have received notice from the Company prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders and the Issuing Bank hereunder that the Company will not make such payment, the Administrative Agent may assume that the Company has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the Issuing Bank, as the case may be, the amount due. In such event, if the Company has not in fact made such payment, then each of the Lenders or the Issuing Bank, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or the Issuing Bank, with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Base Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

Disbursement of Funds. No All Term Loans and Revolving Loans shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that neither Administrative Agent nor any Lender shall be responsible for any default by any other Lender in that other Lender’s obligation to make a Loan requested hereunder nor shall the Commitment of any Lender to make the particular type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender’s obligation to make a Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Borrowing pursuant to subsection 2.1B (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender for that type of Loan of the proposed borrowing. Each such Lender shall make the amount of its Loan available to Administrative Agent not later than 1:00 P.M. 12:00 Noon (New York, New York City time) on the date applicable Funding Date in same day funds in Dollars, at the Funding and Payment Office. Except as provided in subsection 3.3B with respect to Revolving Loans used to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in each Notice subsection 4.1 (in the case of BorrowingLoans made on the Closing Date) and subsection 4.2 (in the case of all Loans), each Lender with a Commitment Administrative Agent shall make the proceeds of such Loans available to Borrower on the relevant Tranche will make available its pro rata portion (determined applicable Funding Date by causing an amount of same day funds in accordance with Section 2.07) Dollars equal to the proceeds of each all such Borrowing requested Loans received by Administrative Agent from Lenders to be made on such date. All such amounts will be made available in Dollars and in immediately available funds at the Notice Office, and the Administrative Agent will make all funds so received by it in like funds as received by the Administrative Agent by wire transfer of such funds credited to the account designated in writing by Xxxxxxxx (including in any Notice of Borrowing) from time to timeBorrower at the Funding and Payment Office. Unless the Administrative Agent shall have been notified by any Lender prior to the date of a Funding Date for any Borrowing Loans that such Lender does not intend to make available to the Administrative Agent the amount of such XxxxxxLender’s portion of any Borrowing to be made Loan requested on such dateFunding Date, the Administrative Agent may assume that such Xxxxxx Lender has made such amount available to the Administrative Agent on such date of Borrowing Funding Date and the Administrative Agent may (may, in its sole discretion, but shall not be obligated to), in reliance upon such assumption, make available to Borrower a corresponding amountamount on such Funding Date. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such LenderLender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three (3) 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 and Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Lender or Borrower together with interest on such corresponding amount in respect of thereon, for each day from the date such corresponding amount was made available by the Administrative Agent to Borrower Funding Date until the date such corresponding amount is recovered by the paid to Administrative Agent, at a rate per annum equal to (i) if recovered from such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking rules on interbank compensation and (ii) if recovered from Borrower, the rate of interest applicable to the relevant Borrowing, as determined pursuant to Section 2.08payable under this Agreement for Base Rate Loans. Nothing in this Section 2.04 subsection 2.1C shall be deemed to relieve any Lender from its obligation to make Term Loans fulfill its Commitments hereunder or to prejudice any rights which that Borrower may have against any Lender as a result of any failure default by such Xxxxxx to make Term Loans Lender hereunder.

Disbursement of Funds. No All Term Loans and Revolving Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, 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 of the proposed borrowing (which shall be given no later than one hour after receipt thereof by the Administrative Agent). Each Lender shall make the amount of its Loan available to Administrative Agent not later than 1:00 P.M. (New York, New York City time) on the date applicable Funding Date in same day funds, at the Funding and Payment Office for such Loans. Except as provided in subsection 3.1 with respect to Revolving Loans used to reimburse any L/C Issuer for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in each Notice subsections 4.1 (in the case of BorrowingLoans made on the Closing Date) and 4.2 (in the case of all Loans), each Lender with a Commitment Administrative Agent shall make the proceeds of such Loans available to Borrower on the relevant Tranche will make available its pro rata portion (determined in accordance with Section 2.07) applicable Funding Date by causing an amount of each same day funds equal to the proceeds of all such Borrowing requested Loans received by Administrative Agent from Lenders to be made on such date. All such amounts will be made available in Dollars and in immediately available funds credited to the account of Borrower at the Notice OfficeFunding and Payment Office for such Loans; provided, and that if such conditions precedent are not satisfied or waived on the Funding Date, the Administrative Agent will make all funds so received by it in like funds as received by the Administrative Agent by wire transfer of shall return such funds proceeds to the account designated in writing by Xxxxxxxx (including in any Notice of Borrowing) from time to timeapplicable Lender. Unless the Administrative Agent shall have been notified by any Lender prior to the date of Funding Date for any Borrowing Loans that such Lender does not intend to make available to the Administrative Agent the amount of such XxxxxxLender’s portion of any Borrowing to be made Loan requested on such dateFunding Date, the Administrative Agent may assume that such Xxxxxx Lender has made such amount available to the Administrative Agent on such date of Borrowing Funding Date and the Administrative Agent may (may, in its sole discretion, but shall not be obligated to), in reliance upon such assumption, make available to Borrower a corresponding amountamount on such Funding Date. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such LenderLender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify Borrower Borrower, and Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Lender or Borrower together with interest on such corresponding amount in respect of thereon for each day from the date such corresponding amount was made available by the Administrative Agent to Borrower Funding Date until the date such corresponding amount is recovered by the paid to Administrative Agent, at a rate per annum equal to (i) if recovered from such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking rules on interbank compensation and (ii) if recovered from Borrower, the rate of interest applicable to the relevant Borrowing, as determined pursuant to Section 2.08payable under this Agreement for Base Rate Loans. Nothing in this Section 2.04 subsection 2.1C shall be deemed to relieve any Lender from its obligation to make Term Loans fulfill its Commitments hereunder or to prejudice any rights which that Borrower may have against any Lender as a result of any failure default by such Xxxxxx to make Term Loans Lender hereunder.

Disbursement of Funds. No All Term Loans and Revolving Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares of the Commitments for the Term Loans or Revolving 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, Offshore Currency Funding Lender or Swing Line Lender, as the case may be, of the proposed borrowing. In the case of Loans in Dollars, each Lender shall make the amount of its Loan available to Administrative Agent not later than 1:00 P.M. 12:00 Noon (New York City time) on the date 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.(New York City time) on the applicable Funding Date, in each case in Same Day Funds in Dollars, at the Funding and Payment Office. In the case of Offshore Currency Loans, Offshore Currency Funding Lender shall make the amount of its Loan available by such time on the applicable Funding Date as Administrative Agent may specify in Same Day Funds in the requested currency at the Funding and Payment Office. Except as provided in subsection 2.1A(iii), subsection 2.1A(iv) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans, to repay Refunded Offshore Currency 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 each Notice subsections 4.1 (in the case of Borrowing, each Lender with a Commitment of the relevant Tranche will make available its pro rata portion (determined in accordance with Section 2.07) of each such Borrowing requested to be Loans made on such date. All such amounts will be made available the Closing Date) and 4.2 (in Dollars and in immediately available funds at the Notice Officecase of all Loans), and the Administrative Agent will shall make all funds so received the proceeds of such Loans available to Company on the applicable Funding Date by it causing an amount of Same Day Funds in like funds as received by the Administrative Agent equal to the proceeds of all such Loans received by wire transfer of such funds Administrative Agent from Lenders, Offshore Currency Funding Lender or Swing Line Lender, as the case may be, to be credited to the account designated in writing by Xxxxxxxx (including in any Notice of Borrowing) from time to timeCompany at the Funding and Payment Office. Unless the Administrative Agent shall have been notified by any Lender prior to the date of Funding Date for any Borrowing Loans that such Lender does not intend to make available to the Administrative Agent the amount of such Xxxxxx’s portion of any Borrowing to be made Lender's Loan requested on such dateFunding Date, the Administrative Agent may assume that such Xxxxxx Lender has made such amount available to the Administrative Agent on such date of Borrowing Funding Date and the Administrative Agent may (may, in its sole discretion, but shall not be obligated to), in reliance upon such assumption, make available to Borrower Company a corresponding amountamount on such Funding Date. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such LenderLender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the 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 the Administrative Agent’s 's demand therefor, the Administrative Agent shall promptly notify Borrower Company and Borrower Company shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Lender or Borrower together with interest on such corresponding amount in respect of thereon, for each day from the date such corresponding amount was made available by the Administrative Agent to Borrower Funding Date until the date such corresponding amount is recovered by the paid to Administrative Agent, at a rate per annum equal to (i) if recovered from such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking rules on interbank compensation and (ii) if recovered from Borrower, the rate of interest applicable to the relevant Borrowing, as determined pursuant to Section 2.08payable under this Agreement for Base Rate Loans. Nothing in this Section 2.04 subsection 2.1C shall be deemed to relieve any Lender from its obligation to make Term Loans fulfill its Commitments hereunder or to prejudice any rights which Borrower that Company may have against any Lender as a result of any failure default by such Xxxxxx to make Term Loans Lender hereunder.

Disbursement of Funds. No All Loans shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares of the 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 Commitment of any Lender to make the 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 the Notice of Borrowing pursuant to Section 2.02, the Administrative Agent shall notify each Lender of the proposed borrowing. Each Lender shall make the amount of its Loan available to the Administrative Agent not later than 1:00 P.M. 12:00 noon (New York City time) on the date Closing Date, in same day funds in dollars, at the Funding and Payment Office. Upon satisfaction or waiver of the conditions precedent specified in each Notice of BorrowingArticle IV, each Lender with a Commitment of the relevant Tranche will make available its pro rata portion (determined in accordance with Section 2.07) of each such Borrowing requested to be made on such date. All such amounts will be made available in Dollars and in immediately available funds at the Notice Office, and the Administrative Agent will shall promptly make the proceeds of the Loans available to the Borrower on the Closing Date, by causing an amount of same day funds in dollars equal to the proceeds of all funds so received by it in like funds as the Loans received by the Administrative Agent by wire transfer of from Lenders to be credited to such funds to the account or accounts as may be designated in writing to the Administrative Agent by Xxxxxxxx (including the Borrower in any the Notice of Borrowing) from time to time. Unless the Administrative Agent shall have been notified by any Lender prior to the date of Closing Date for any Borrowing Loans that such Lender does not intend to make available to the Administrative Agent the amount of such Xxxxxx’s portion of any Borrowing to be made Lender's Loan requested on such datethe Closing Date, the Administrative Agent may assume that such Xxxxxx Lender has made such amount available to the Administrative Agent on such date of Borrowing the Closing Date and the Administrative Agent may (may, in its sole discretion, but shall not be obligated to), in reliance upon such assumption, make available to the Borrower a corresponding amountamount on the Closing Date. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such LenderLender together with interest thereon, for each day from the Closing Date until the date such amount is paid to the Administrative Agent, at the Federal Funds Effective Rate for three Business Days and thereafter at the interest rate applicable to the Loans. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s 's demand therefor, the Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Lender or Borrower together with interest on such corresponding amount in respect of thereon, for each day from the date such corresponding amount was made available by the Administrative Agent to Borrower Closing Date until the date such corresponding amount is recovered by paid to the Administrative Agent, at a the rate per annum equal to (i) if recovered from such Lender, the greater payable under this Agreement for Loans of the Federal Funds Effective Rate type made on the Closing Date on which, and a rate determined by with respect to which, the Administrative Agent in accordance with banking rules on interbank compensation and (ii) if recovered from Borrower, the rate of interest applicable to the relevant Borrowing, as determined pursuant to Section 2.08made available such amount. Nothing in this Section 2.04 2.03 shall be deemed to relieve any Lender from its obligation to make Term Loans fulfill its Commitments hereunder or to prejudice any rights which that the Borrower may have against any Lender as a result of any failure default by such Xxxxxx to make Term Loans Lender hereunder.

Disbursement of Funds. No All Term Loans and Revolving Loans shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that neither Administrative Agent nor any Lender shall be responsible for any default by any other Lender in that other Lender’s obligation to make a Loan requested hereunder nor shall the 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 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, 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 (New York City time) on the date applicable Funding Date, in same day funds in Dollars, at the Funding and Payment Office. Upon satisfaction or waiver of the conditions precedent specified in each Notice subsections 4.1 (in the case of BorrowingLoans made on the Closing Date) and 4.2 (in the case of all Loans), each Lender with a Commitment Administrative Agent shall make the proceeds of such Loans available to Borrowers on the relevant Tranche will make available its pro rata portion (determined applicable Funding Date by causing an amount of same day funds in accordance with Section 2.07) Dollars equal to the proceeds of each all such Borrowing requested Loans received by Administrative Agent from Lenders to be made on such date. All such amounts will be made available in Dollars and in immediately available funds at the Notice Office, and the Administrative Agent will make all funds so received by it in like funds as received by the Administrative Agent by wire transfer of such funds credited to the account designated in writing by Xxxxxxxx (including in any Notice of Borrowing) from time to timeBorrowers at the Funding and Payment Office. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any Borrowing a Funding Date that such Lender does not intend to make available to the Administrative Agent the amount of such XxxxxxLender’s portion of any Borrowing to be made Loan requested on such dateFunding Date, the Administrative Agent may assume that such Xxxxxx Lender has made such amount available to the Administrative Agent on such date of Borrowing Funding Date and the Administrative Agent may (may, in its sole discretion, but shall not be obligated to), in reliance upon such assumption, make available to Borrower Borrowers a corresponding amountamount on such Funding Date. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such LenderLender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the federal funds rate 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 Parent and Borrower Borrowers shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Lender or Borrower together with interest on such corresponding amount in respect of thereon, for each day from the date such corresponding amount was made available by the Administrative Agent to Borrower Funding Date until the date such corresponding amount is recovered by the paid to Administrative Agent, at a rate per annum equal to (i) if recovered from such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking rules on interbank compensation and (ii) if recovered from Borrower, the rate of interest applicable to the relevant Borrowing, as determined pursuant to Section 2.08payable under this Agreement for Base Rate Loans. Nothing in this Section 2.04 subsection 2.1C shall be deemed to relieve any Lender from its obligation to make Term Loans fulfill its Commitments hereunder or to prejudice any rights which Borrower that Borrowers may have against any Lender as a result of any failure default by such Xxxxxx to make Term Loans Lender hereunder.

Disbursement of Funds. No All Term Loans and Revolving Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that 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 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 (New York City time) on the date applicable Funding Date, in same day funds in Dollars, at the Funding and Payment Office. Except as provided in subsection 3.3B with respect to Revolving Loans used to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in each Notice subsections 4.1 (in the case of BorrowingLoans made on the Closing Date) and 4.2 (in the case of all Loans), each Lender with a Commitment Administrative Agent shall make the proceeds of such Loans available to Borrower on the relevant Tranche will make available its pro rata portion (determined applicable Funding Date by causing an amount of same day funds in accordance with Section 2.07) Dollars equal to the proceeds of each all such Borrowing requested Loans received by Administrative Agent from Lenders to be made on such date. All such amounts will be made available in Dollars and in immediately available funds at the Notice Office, and the Administrative Agent will make all funds so received by it in like funds as received by the Administrative Agent by wire transfer of such funds credited to the account designated in writing by Xxxxxxxx (including in any Notice of Borrowing) from time to timeBorrower at the Funding and Payment Office. Unless the Administrative Agent shall have been notified by any Lender prior to the date of Funding Date for any Borrowing Loans that such Lender does not intend to make available to the Administrative Agent the amount of such Xxxxxx’s portion of any Borrowing to be made Lender's Loan requested on such dateFunding Date, the Administrative Agent may assume that such Xxxxxx Lender has made such amount available to the Administrative Agent on such date of Borrowing Funding Date and the Administrative Agent may (may, in its sole discretion, but shall not be obligated to), in reliance upon such assumption, make available to Borrower a corresponding amountamount on such Funding Date. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such LenderLender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s 's demand therefor, the Administrative Agent shall promptly notify Borrower and Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Lender or Borrower together with interest on such corresponding amount in respect of thereon, for each day from the date such corresponding amount was made available by the Administrative Agent to Borrower Funding Date until the date such corresponding amount is recovered by the paid to Administrative Agent, at a rate per annum equal to (i) if recovered from such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking rules on interbank compensation and (ii) if recovered from Borrower, the rate of interest applicable to the relevant Borrowing, as determined pursuant to Section 2.08payable under this Agreement for Base Rate Loans. Nothing in this Section 2.04 subsection 2.1C shall be deemed to relieve any Lender from its obligation to make Term Loans fulfill its Commitments hereunder or to prejudice any rights which that Borrower may have against any Lender as a result of any failure default by such Xxxxxx to make Term Loans Lender hereunder.

Disbursement of Funds. No Administrative Agent shall advise each Lender by facsimile, e-mail or other method of delivery of notice permitted by Section 9.3 of the amount of such Lender’s Pro Rata Share of any Loan requested by Borrower no later than 1:00 P.M. 11:00 a.m. (New York City Denver, Colorado time) at least two (2) Business Days immediately preceding the Funding Date applicable thereto (in the case of LIBOR Loans), otherwise no later than 4:00 p.m. (Denver, Colorado time) on the date specified in each Notice of BorrowingBusiness Day immediately preceding the Funding Date applicable thereto, each Lender with a Commitment of the relevant Tranche will make available its pro rata portion (determined in accordance with Section 2.07) of and each such Borrowing requested to be made on such date. All such amounts will be made available in Dollars and in immediately available funds at the Notice Office, and the Lender shall pay Administrative Agent will make all funds so received by it such Lender’s Pro Rata Share of such requested Loan, in like funds as received by the Administrative Agent same day funds, by wire transfer of such funds to the account designated in writing by Xxxxxxxx (including in any Notice of Borrowing) from time to time. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any Borrowing that such Lender does not intend to make available to the Administrative Agent such Xxxxxx’s portion of any Borrowing to be made on such date, the Administrative Agent may assume that such Xxxxxx has made such amount available to the Administrative Agent on such date of Borrowing and the Administrative Agent may (but shall not be obligated to), in reliance upon such assumption, make available to Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand thereforaccount by no later than 11:00 a.m. (Denver, Colorado time) on such Funding Date. If any Lender fails to pay the amount of its Pro Rata Share forthwith upon Administrative Agent’s demand, Administrative Agent shall promptly notify Borrower Borrower, and Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled disburse to recover on demand from Borrower, by wire transfer of immediately available funds, that portion of such Lender or Borrower interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Loan as to which Administrative Agent to Borrower until the date has received funds. In such corresponding amount is recovered by the event, Administrative Agent may, on behalf of any Lender not timely paying Administrative Agent, at a rate per annum equal disburse funds to (i) if recovered from Borrower for Loans requested, subject to the provisions of Subsection 8.5(B). Each such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Lender shall reimburse Administrative Agent in accordance with banking rules on interbank compensation and (ii) if recovered from Borrower, the rate of interest applicable to the relevant Borrowing, as determined pursuant to Section 2.08demand for all funds disbursed on its behalf by Administrative Agent. Nothing in this Section 2.04 Subsection 8.4 or elsewhere in this Agreement or the other Loan Documents, including the provisions of Subsection 8.5, shall be deemed to require Administrative Agent (or any other Lender) to advance funds on behalf of any Lender or to relieve any Lender from its obligation to make Term Loans fulfill its commitments hereunder or to prejudice any rights which that Administrative Agent or Borrower may have against any Lender as a result of any failure default by such Xxxxxx to make Term Loans Lender hereunder.

Disbursement of Funds. No All 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 or released by 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 applicable Lender of the proposed borrowing and details thereof. Each notified 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 (New York City time) on the date applicable Funding Date. Except as provided in subsection 3.3B with respect to Revolving Loans used to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in each Notice subsections 4.5 (in the case of BorrowingLoans made on the EffectiveDate) and 4.3 (in the case of all Loans), each Lender with a Commitment Administrative Agent shall make the proceeds of such Loans available to Borrower on the relevant Tranche will make available its pro rata portion (determined applicable Funding Date by causing an amount of same day funds in accordance with Section 2.07) Dollars equal to the proceeds of each all such Borrowing requested Loans received by Administrative Agent from Lenders to be made on such date. All such amounts will be made available in Dollars and in immediately available funds at the Notice Office, and the Administrative Agent will make all funds so received by it in like funds as received by the Administrative Agent by wire transfer of such funds credited to the account designated in writing by Xxxxxxxx (including in any Notice of Borrowing) from time to timeBorrower at the Funding and Payment Office. Unless the Administrative Agent shall have been notified by any Lender prior to the date of Funding Date for any Borrowing Loans that such Lender does not intend to make available to the Administrative Agent the amount of such XxxxxxLender’s portion of any Borrowing to be made Loan requested on such dateFunding Date, the Administrative Agent may assume that such Xxxxxx Lender has made such amount available to the Administrative Agent on such date of Borrowing Funding Date and the Administrative Agent may (may, in its sole discretion, but shall not be obligated to), in reliance upon such assumption, make available to Borrower a corresponding amountamount on such Funding Date. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such LenderLender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify Borrower and Borrower shall immediately promptly pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Lender or Borrower together with interest on such corresponding amount in respect of thereon, for each day from the date such corresponding amount was made available by the Administrative Agent to Borrower Funding Date until the date such corresponding amount is recovered by the paid to Administrative Agent, at a rate per annum equal to (i) if recovered from such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking rules on interbank compensation and (ii) if recovered from Borrower, the rate of interest applicable to the relevant Borrowing, as determined pursuant to Section 2.08payable under this Agreement for Base Rate Loans. Nothing in this Section 2.04 subsection 2.1C shall be deemed to relieve any Lender from its obligation to make Term Loans fulfill its Commitments hereunder or to prejudice any rights which that Borrower may have against any Lender as a result of any failure default by such Xxxxxx to make Term Loans Lender hereunder.

Disbursement of Funds. No later than 1:00 P.M. Agent may, on behalf of the Lenders, make such disbursements and advances (New York City time"AGENT ADVANCES") pursuant to this Agreement and the Related Documents which Agent, in its sole discretion, deems necessary or desirable to preserve or protect the Collateral, or any portion thereof, in order to enhance the likelihood of, or maximize the amount of, repayment by Borrower, or any guarantor or other Person, of the Loans and other Liabilities or to pay any other amount chargeable to Borrower pursuant to the terms of this Agreement, including, without limitation, costs, fees and expenses as described in Section 14.4. Agent Advances shall be repayable on demand and be secured by the date specified Collateral. Agent Advances shall constitute Revolving Loans and shall otherwise constitute Liabilities to pay principal hereunder and shall bear interest at the rate applicable to the Revolving Loans. Agent shall notify each Lender in writing of each Notice such Agent Advance, which notice shall include a description of Borrowingthe purpose of such Agent Advance. Without limitation of any of its obligations under this Agreement, each Lender with a Commitment of the relevant Tranche will agrees that it shall make available its pro rata portion (determined to Agent, upon Agent's demand, in accordance with Section 2.07) immediately available funds, an amount equal to such Lender's Pro Rata Share of each such Borrowing requested to be made on such date. All such amounts will be made available in Dollars and in immediately available funds at the Notice Office, and the Administrative Agent will make all funds so received by it in like funds as received by the Administrative Agent by wire transfer of such funds to the account designated in writing by Xxxxxxxx (including in any Notice of Borrowing) from time to time. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any Borrowing that such Lender does not intend to make available to the Administrative Agent such Xxxxxx’s portion of any Borrowing to be made on such date, the Administrative Agent may assume that such Xxxxxx has made such amount available to the Administrative Agent on such date of Borrowing and the Administrative Agent may (but shall not be obligated to), in reliance upon such assumption, make available to Borrower a corresponding amountAdvance. If such corresponding amount is funds are not in fact made available to the Administrative Agent by such LenderLender within one (1) Business Day after Agent's demand therefor, the Administrative Agent shall will be entitled to recover any such corresponding amount from such Lender together with interest thereon at the Federal Funds Rate for each day during the period commencing on the date of such demand and ending on the date such amount is received. Each Lender shall reimburse Agent on demand from such Lenderfor all Loans disbursed on its behalf by Agent, or if Agent so requests, each Lender will remit to Agent its Pro Rata Share of any Loan before Agent disburses same to Borrower. If such any Lender does not fails to pay such corresponding the amount of its Pro Rata Share forthwith upon the Administrative Agent’s demand therefor's demand, the Administrative Agent shall promptly notify Borrower Borrower, and Borrower shall immediately pay repay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Lender or Borrower interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to Borrower until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking rules on interbank compensation and (ii) if recovered from Borrower, the rate of interest applicable to the relevant Borrowing, as determined pursuant to Section 2.08. Nothing in this Section 2.04 15.4 shall be deemed to require Agent to advance funds on behalf of any Lender or to relieve any Lender from its obligation to make Term Loans fulfill its Commitments hereunder or to prejudice any rights which that Borrower may have against any Lender as a result of any failure default by such Xxxxxx to make Term Loans Lender hereunder.

Disbursement of Funds. No All Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender’s obligation to make a Loan requested hereunder nor shall the Commitment of any Lender 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 of the proposed borrowing. Each Lender shall make the amount of its Loan available to Administrative Agent not later than 1:00 P.M. p.m. (New York City time) on the date applicable Funding Date (in the case of a Eurodollar Rate Loan) and not later than 2:00 p.m. (New York City time) on the applicable Funding Date (in the case of an Alternate Base Rate Loan), in each case in same day funds in Dollars, at the Funding and Payment Office. Except as provided in subsection 3.3B with respect to Revolving Loans used 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 applicable conditions precedent specified in each Notice Section 4, Administrative Agent shall make the proceeds of Borrowing, each Lender with a Commitment such Loans available to Company on the applicable Funding Date by causing an amount of same day funds in Dollars equal to the relevant Tranche will make available its pro rata portion (determined in accordance with Section 2.07) proceeds of each all such Borrowing requested Loans received by Administrative Agent from Lenders to be made on such date. All such amounts will be made available in Dollars and in immediately available funds at the Notice Office, and the Administrative Agent will make all funds so received by it in like funds as received by the Administrative Agent by wire transfer of such funds credited to the account designated in writing by Xxxxxxxx (including in any Notice of Borrowing) from time to timeCompany. Unless the Administrative Agent shall have been notified by any Lender prior to the date of Funding Date for any Borrowing Loans that such Lender does not intend to make available to the Administrative Agent the amount of such XxxxxxLender’s portion of any Borrowing to be made Loan requested on such dateFunding Date, the Administrative Agent may assume that such Xxxxxx Lender has made such amount available to the Administrative Agent on such date of Borrowing Funding Date and the Administrative Agent may (may, in its sole discretion, but shall not be obligated to), in reliance upon such assumption, make available to Borrower Company a corresponding amountamount on such Funding Date. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such LenderLender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Alternate Base Rate. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand thereforwithin three Business Days after such amount should have been made available, the Administrative Agent shall promptly notify Borrower Company and Borrower Company shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Lender or Borrower together with interest on such corresponding amount in respect of thereon, for each day from the date such corresponding amount was made available by the Administrative Agent to Borrower Funding Date until the date such corresponding amount is recovered by the paid to Administrative Agent, at a rate per annum equal to (i) if recovered from such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking rules on interbank compensation and (ii) if recovered from Borrower, the rate of interest applicable to the relevant Borrowing, as determined pursuant to Section 2.08payable under this Agreement for Alternate Base Rate Loans. Nothing in this Section 2.04 subsection 2.1C shall be deemed to relieve any Lender from its obligation to make Term Loans fulfill its Commitments hereunder or to prejudice any rights which Borrower that Company may have against any Lender as a result of any failure default by such Xxxxxx to make Term Loans Lender hereunder.

Disbursement of Funds. No (i) The Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Commitment Percentage, it being understood that no Lender shall be responsible for any default by any other Lender in such other Lender's obligation to make a Loan requested hereunder nor shall the Commitment of any Lender be increased or decreased as a result of a default by any other Lender in such other Lender's obligation to make a Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Borrowing pursuant to SECTION 2.1(c) (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender of the proposed borrowing. Each Lender shall make the amount of its Loan available to Administrative Agent not later than 1:00 P.M. 11:00 a.m. (New York City Dallas, Texas time) on the date specified Funding Date, in each Notice of Borrowingsame day funds in Dollars, each Lender with a Commitment of the relevant Tranche will make available its pro rata portion (determined in accordance with Section 2.07) of each such Borrowing requested to be made on such date. All such amounts will be made available in Dollars and in immediately available funds at the Notice Funding and Payment Office, and the Administrative Agent will make all funds so received by it in like funds as received by the Administrative Agent by wire transfer of such funds to the account designated in writing by Xxxxxxxx . (including in any Notice of Borrowingii) from time to time. Unless the Administrative Agent shall have been notified by any Lender prior to the date of Funding Date for any Borrowing Loan that such Lender does not intend to make available to the Administrative Agent the amount of such Xxxxxx’s portion of any Borrowing to be made Lender's Loan requested on such datethe Funding Date, the Administrative Agent may assume that such Xxxxxx Lender has made such amount available to the Administrative Agent on such date of Borrowing the Funding Date and the Administrative Agent may (may, in its sole discretion, but shall not be obligated to), in reliance upon such assumption, make available to Borrower a corresponding amountamount on the Funding Date. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender, the then Administrative Agent shall be entitled to recover such corresponding amount on demand from such LenderLender together with AMENDED AND RESTATED CREDIT AGREEMENT 23 interest thereon, for each day from the 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 (3) Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s 's demand therefor, the then Administrative Agent shall promptly notify Borrower and Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Lender or Borrower together with interest on such corresponding amount in respect of thereon, for each day from the date such corresponding amount was made available by the Administrative Agent to Borrower Funding Date until the date such corresponding amount is recovered by the paid to Administrative Agent, at a rate per annum equal to (i) if recovered from such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking rules on interbank compensation and (ii) if recovered from Borrower, the rate of interest applicable to the relevant Borrowing, as determined pursuant to Section 2.08payable under this Agreement for Base Rate Loans. Nothing in this Section 2.04 SECTION 2.1(c) shall be deemed to relieve any Lender from its obligation to make Term Loans hereunder fulfill its Commitment or to prejudice any rights which that Borrower may have against any Lender as a result of any failure default by such Xxxxxx to make Term Loans Lender hereunder.

Disbursement of Funds. No All Revolving Loans (other than Swing Line Loans made by Swing Line Lender) shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that neither Administrative Agent nor any Lender shall be responsible for any default by any other Lender in that other Lender’s obligation to make a Loan requested hereunder nor shall the 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 by way of Prime Rate Loans (other than Swing Line Loans) pursuant to subsection 2.1B, Administrative Agent shall notify each Lender for the 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. 12:00 noon (New York City Toronto time) on the date specified applicable Funding Date in each Notice of Borrowing, each Lender with a Commitment of the relevant Tranche will make available its pro rata portion (determined in accordance with Section 2.07) of each such Borrowing requested to be made on such date. All such amounts will be made available in Dollars and in immediately available same day funds at the Notice Funding and Payment Office. Except as provided in subsection 2.1A(ii) with respect to Revolving Loans used to repay Refunded Swing Line Loans, or subsection 4.3B with respect to Revolving Loans used 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 6.1 (in the case of Loans made on the Restatement Date) and 6.2 (in the case of all Loans), Administrative Agent will shall make the proceeds of such Loans available to Company on the applicable Funding Date by causing an amount of same day funds equal to the proceeds of all funds so such Loans received by it in like funds as received by the Administrative Agent from Lenders to be credited to an account of Company maintained by wire transfer Company with Administrative Agent at the Funding and Payment Office by 12:00 noon on the Funding Date, or as otherwise instructed by Company in writing and acceptable to Administrative Agent. After receipt by Swing Line Lender of such a Notice of Borrowing by way of Swing Line Loans pursuant to subsection 2.1A(ii)(c), Swing Line Lender shall make the amount of its Swing Line Loan available to Company not later than 12:00 noon (Toronto time) on the applicable Funding Date, in each case in same day funds to be credited to an account of Company maintained by Company with Swing Line Lender at the account designated in writing by Xxxxxxxx (including in any Notice Funding and Payment Office of Borrowing) from time to timeSwing Line Lender. Unless the Administrative Agent shall have been notified by any Lender prior to the date of a Funding Date for any Borrowing Loans that such Lender does not intend to make available to the Administrative Agent the amount of such XxxxxxLender’s portion of any Borrowing to be made Prime Rate Loan requested on such dateFunding Date, the Administrative Agent may assume that such Xxxxxx Lender has made such amount available to the Administrative Agent on such date of Borrowing Funding Date and the Administrative Agent may (may, in its sole discretion, but shall not be obligated to), in reliance upon such assumption, make available to Borrower Company a corresponding amountamount on such Funding Date. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such LenderLender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Prime 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. The Administrative Agent also shall be entitled to recover on demand from such Lender or Borrower together with interest on such corresponding amount in respect of thereon, for each day from the date such corresponding amount was made available by the Administrative Agent to Borrower Funding Date until the date such corresponding amount is recovered by the paid to Administrative Agent, at a rate per annum equal to (i) if recovered from such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking rules on interbank compensation and (ii) if recovered from Borrower, the rate of interest applicable to the relevant Borrowing, as determined pursuant to Section 2.08payable under this Agreement for Prime Rate Loans. Nothing in this Section 2.04 subsection 2.1C shall be deemed to relieve any Lender from its obligation to make Term Loans fulfill its Revolving Loan Commitments hereunder or to prejudice any rights which Borrower that Company may have against any Lender as a result of any failure default by such Xxxxxx to make Term Loans Lender hereunder.

Disbursement of Funds. No All Additional AXELs 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 an Additional AXEL requested hereunder nor shall the Additional AXEL Commitment of any Lender to make the Additional AXEL requested be increased or decreased as a result of a default by any other Lender in that other Lender's obligation to make an Additional AXEL 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 of the proposed borrowing. Each Lender shall make the amount of its Additional AXEL available to Administrative Agent not later than 1:00 P.M. 12:00 Noon (New York City time) on the date Restatement Effective Date, in same day funds in Dollars, at the Funding and Payment Office. Upon satisfaction or waiver of the conditions precedent specified in each Notice subsections 3.1 and 3.2, Administrative Agent shall make the proceeds of Borrowing, each Lender with a Commitment such Additional AXELs available to Company on the Restatement Effective Date by causing an amount of same day funds in Dollars equal to the relevant Tranche will make available its pro rata portion (determined in accordance with Section 2.07) proceeds of each all such Borrowing requested Additional AXELs received by Administrative Agent from Lenders to be made on such date. All such amounts will be made available in Dollars and in immediately available funds at the Notice Office, and the Administrative Agent will make all funds so received by it in like funds as received by the Administrative Agent by wire transfer of such funds credited to the account designated in writing by Xxxxxxxx (including in any Notice of Borrowing) from time to timeCompany at the Funding and Payment Office. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any Borrowing Restatement Effective Date that such Lender does not intend to make available to the Administrative Agent the amount of such Xxxxxx’s portion of any Borrowing to be made Lender's Additional AXEL requested on such datethe Restatement Effective Date, the Administrative Agent may assume that such Xxxxxx Lender has made such amount available to the Administrative Agent on such date of Borrowing the Restatement Effective Date and the Administrative Agent may (may, in its sole discretion, but shall not be obligated to), in reliance upon such assumption, make available to Borrower Company a corresponding amountamount on the Restatement Effective Date. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such LenderLender together with interest thereon, for each day from the Restatement Effective Date until the date such amount is paid to Administrative Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s 's demand therefor, the Administrative Agent shall promptly notify Borrower Company and Borrower Company shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Lender or Borrower together with interest on such corresponding amount in respect of thereon, for each day from the date such corresponding amount was made available by the Administrative Agent to Borrower Closing Date until the date such corresponding amount is recovered by the paid to Administrative Agent, at a rate per annum equal to (i) if recovered from such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking rules on interbank compensation and (ii) if recovered from Borrower, the rate of interest applicable to the relevant Borrowing, as determined pursuant to Section 2.08payable under this Agreement for Base Rate AXELs. Nothing in this Section 2.04 subsection 2.1C shall be deemed to relieve any Lender from its obligation to make Term Loans fulfill its Additional AXEL Commitments hereunder or to prejudice any rights which Borrower that Company may have against any Lender as a result of any failure default by such Xxxxxx to make Term Loans Lender hereunder.

Disbursement of Funds. No The Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that neither Administrative Agent nor any Lender shall be responsible for any default by any other Lender in that other Lender’s obligation to make a Loan requested hereunder nor shall the Pro Rata Share of any Lender be increased or decreased as a result of a default by any other Lender in that other Lender’s obligation to make a Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Borrowing pursuant to subsection 2.1B (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender of the proposed borrowing. Each such Lender shall make the amount of its Loan available to Administrative Agent at the Funding and Payment Office not later than 1:00 P.M. 12:00 Noon (New York City time) on the date Closing Date, in same day funds in Dollars. Upon satisfaction or waiver of the conditions precedent specified in each Notice subsections 4.1 and 4.2, Administrative Agent shall make the proceeds of Borrowingsuch Loans available to Holdings on the Closing Date by causing an amount of same day funds in Dollars, each Lender with a Commitment equal to the proceeds of the relevant Tranche will make available its pro rata portion (determined in accordance with Section 2.07) of each all such Borrowing requested Loans received by Administrative Agent from Lenders to be made on such date. All such amounts will be made available in Dollars and in immediately available funds at the Notice Office, and the Administrative Agent will make all funds so received by it in like funds as received by the Administrative Agent by wire transfer of such funds credited to the account designated by Holdings in writing by Xxxxxxxx (including in any the Notice of Borrowing) from time to time. Unless the Administrative Agent shall have been notified by any Lender prior to the date of Closing Date for any Borrowing Loans that such Lender does not intend to make available to the Administrative Agent the amount of such XxxxxxLender’s portion of any Borrowing to be made Loan requested on such datethe Closing Date, the Administrative Agent may assume that such Xxxxxx Lender has made such amount available to the Administrative Agent on such date of Borrowing the Closing Date and the Administrative Agent may (may, in its sole discretion, but shall not be obligated to), in reliance upon such assumption, make available to Borrower Holdings a corresponding amountamount on the Closing Date. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such LenderLender together with interest thereon, for each day from the Closing Date until the date such amount is paid to Administrative Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify Borrower Holdings of and Borrower Holdings shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Lender or Borrower together with interest on such corresponding amount in respect of thereon, for each day from the date such corresponding amount was made available by the Administrative Agent to Borrower Closing Date until the date such corresponding amount is recovered by the paid to Administrative Agent, at a rate per annum equal to (i) if recovered from such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking rules on interbank compensation and (ii) if recovered from Borrower, the rate of interest applicable to the relevant Borrowing, as determined pursuant to Section 2.08payable under this Agreement. Nothing in this Section 2.04 subsection 2.1C shall be deemed to relieve any Lender from its obligation to make Term Loans fulfill its Commitments hereunder or to prejudice any rights which Borrower that Holdings may have against any Lender as a result of any failure default by such Xxxxxx to make Term Loans Lender hereunder.

Disbursement of Funds. No later than 1:00 P.M. Agent may, on behalf of Lenders, make such disbursements and advances (New York City time"AGENT ADVANCES") pursuant to this Agreement and the Related Documents which Agent, in its sole discretion, deems necessary or desirable to preserve or protect the Collateral, or any portion thereof, in order to enhance the likelihood of, or maximize the amount of, repayment by Borrower, or any guarantor or other Person, of the Loans and other Liabilities or to pay any other amount chargeable to Borrower pursuant to the terms of this Agreement, including, without limitation, costs, fees and expenses as described in SECTION 14.4. Agent Advances shall be repayable on demand and be secured by the date specified Collateral. Agent Advances shall constitute Revolving Loans and shall otherwise constitute Liabilities to pay principal hereunder and shall bear interest at the rate applicable to the Prime Rate Revolving Loans. Agent shall notify each Lender in writing of each Notice such Agent Advance, which notice shall include a description of Borrowingthe purpose of such Agent Advance. Without limitation of any of its obligations under this Agreement, each Lender with a Commitment of the relevant Tranche will agrees that it shall make available its pro rata portion (determined to Agent, upon Agent's demand, in accordance with Section 2.07) immediately available funds, an amount equal to such Lender's Pro Rata Share of each such Borrowing requested to be made on such date. All such amounts will be made available in Dollars and in immediately available funds at the Notice Office, and the Administrative Agent will make all funds so received by it in like funds as received by the Administrative Agent by wire transfer of such funds to the account designated in writing by Xxxxxxxx (including in any Notice of Borrowing) from time to time. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any Borrowing that such Lender does not intend to make available to the Administrative Agent such Xxxxxx’s portion of any Borrowing to be made on such date, the Administrative Agent may assume that such Xxxxxx has made such amount available to the Administrative Agent on such date of Borrowing and the Administrative Agent may (but shall not be obligated to), in reliance upon such assumption, make available to Borrower a corresponding amountAdvance. If such corresponding amount is funds are not in fact made available to the Administrative Agent by such LenderLender within one (1) Business Day after Agent's demand therefor, the Administrative Agent shall will be entitled to recover any such corresponding amount from such Lender together with interest thereon at the Federal Funds Rate for each day during the period commencing on the date of such demand and ending on the date such amount is received. Each Lender shall reimburse Agent on demand from such Lenderfor all Loans disbursed on its behalf by Agent, or if Agent so requests, each Lender will remit to Agent its Pro Rata Share of any Loan before Agent disburses same to Borrower. If such any Lender does not fails to pay such corresponding the amount of its Pro Rata Share forthwith upon the Administrative Agent’s demand therefor's demand, the Administrative Agent shall promptly notify Borrower Borrower, and Borrower shall immediately pay repay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Lender or Borrower interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to Borrower until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking rules on interbank compensation and (ii) if recovered from Borrower, the rate of interest applicable to the relevant Borrowing, as determined pursuant to Section 2.08. Nothing in this Section 2.04 SECTION 15.3 shall be deemed to require Agent to advance funds on behalf of any Lender or to relieve any Lender from its obligation to make Term Loans fulfill its Commitments hereunder or to prejudice any rights which that Borrower may have against any Lender as a result of any failure default by such Xxxxxx to make Term Loans Lender hereunder.

Disbursement of Funds. No Promptly after receipt of a Notice of Borrowing for Revolving Loans pursuant to subsection 2.1.C (or telephonic notice in lieu thereof) or the deemed receipt of a Notice of Borrowing pursuant to subsection 2.4.C, Agent shall notify each Lender of the proposed borrowing. Promptly after receipt of a Notice of Borrowing for a Swingline Loan, Bankers shall make the amount of its Swingline Loan available, in same day funds, at the office of Bankers located at One Bankers Trust Plaza, New York, New York, not later than 1:00 P.M. 12:00 noon (New York City time) on the date Funding Date. Each Lender shall make the amount of its Revolving Loan available to Agent, in same day funds, at the office of Agent located at One Bankers Trust Plaza, New York, New York, not later than 12:00 noon (New York time) on the Funding Date. Except as provided in subsection 2.1.B with respect to the repayment of Swingline Loans and subsection 2.4.D, upon satisfaction or waiver of the conditions precedent specified in each Notice subsection 3.3, Agent shall make the proceeds of Borrowing, each Lender with a Commitment such Loans available to Company on such Funding Date by causing an amount of same day funds equal to the relevant Tranche will make available its pro rata portion (determined in accordance with Section 2.07) proceeds of each all such Borrowing requested Loans received by Agent to be made on such date. All such amounts will be made available in Dollars and in immediately available funds at the Notice Office, and the Administrative Agent will make all funds so received by it in like funds as received by the Administrative Agent by wire transfer of such funds credited to the account designated in writing by Xxxxxxxx (including in any Notice of Borrowing) from time to timeCompany at such office of Agent. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any Borrowing Funding Date that such Lender does not intend to make available to the Administrative Agent such Xxxxxx’s portion of any Borrowing to be made Lender s Loan on such dateFunding Date, the Administrative Agent may assume that such Xxxxxx Lender has made such amount available to the Administrative Agent on such date of Borrowing Funding Date and the Administrative Agent may (in its sole discretion may, but shall not be obligated to), in reliance upon such assumption, make available to Borrower Company a corresponding amountamount on such Funding Date. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such LenderLender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Agent, at the customary rate set by Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s 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. The Administrative Agent also shall be entitled to recover on demand from such Lender or Borrower interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to Borrower until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking rules on interbank compensation and (ii) if recovered from Borrower, the rate of interest applicable to the relevant Borrowing, as determined pursuant to Section 2.08. Nothing in this Section 2.04 subsection 2.1.D shall be deemed to relieve any Lender from its obligation to make Term Loans fulfill its Commitments hereunder or to prejudice any rights which Borrower Company may have against any Lender as a result of any failure default by such Xxxxxx to make Term Loans Lender hereunder.

Disbursement of Funds. No All Revolving Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that neither Administrative Agent nor any Lender shall be responsible for any default by any other Lender in that other Lender’s obligation to make a Loan requested hereunder nor shall the Commitment of any Lender to make the particular Type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender’s obligation to make a Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Borrowing pursuant to subsection 2.1B (or telephonic notice in lieu thereof) but not later than 1:00 P.M. three Business Days prior to the Funding Date of a LIBOR Loan and one Business Day prior to the Funding Date of a Base Rate Loan, Administrative Agent shall notify each Lender of the proposed borrowing. Each Lender shall make the amount of its Loan available to Administrative Agent not later than 12:00 Noon (New York City time) on the date applicable Funding Date in same day funds in Dollars, at the Administrative Agent’s Office. Except as provided in subsection 3.3B with respect to Revolving Loans used to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in each subsections 4.1 (in the case of any Loans made on the 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 to be credited to an account of Borrower as specified in the applicable Notice of Borrowing, each Lender with a Commitment of the relevant Tranche will make available its pro rata portion (determined in accordance with Section 2.07) of each such Borrowing requested to be made on such date. All such amounts will be made available in Dollars and in immediately available funds at the Notice Office, and the Administrative Agent will make all funds so received by it in like funds as received by the Administrative Agent by wire transfer of such funds to the account designated in writing by Xxxxxxxx (including in any Notice of Borrowing) from time to time. Unless the Administrative Agent shall have been notified by any Lender prior to the date of Funding Date for any Borrowing Loans that such Lender does not intend to make available to the Administrative Agent the amount of such XxxxxxLender’s portion of any Borrowing to be made Loan requested on such dateFunding Date, the Administrative Agent may assume that such Xxxxxx Lender has made such amount available to the Administrative Agent on such date of Borrowing Funding Date and the Administrative Agent may (may, in its sole discretion, but shall not be obligated to), in reliance upon such assumption, make available to Borrower a corresponding amountamount on such Funding Date. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such LenderLender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify Borrower and Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Lender or Borrower together with interest on such corresponding amount in respect of thereon, for each day from the date such corresponding amount was made available by the Administrative Agent to Borrower Funding Date until the date such corresponding amount is recovered by the paid to Administrative Agent, at a rate per annum equal to (i) if recovered from such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking rules on interbank compensation and (ii) if recovered from Borrower, the rate of interest applicable to the relevant Borrowing, as determined pursuant to Section 2.08payable under this Agreement for Base Rate Loans. Nothing in this Section 2.04 subsection 2.1C shall be deemed to relieve any Lender from its obligation to make Term Loans fulfill its Commitments hereunder or to prejudice any rights which that Borrower may have against any Lender as a result of any failure default by such Xxxxxx to make Term Loans Lender hereunder.

Disbursement of Funds. No (a) Not later than 1:00 P.M. 2:00 p.m. (New York City Atlanta, Georgia time) on the date specified in each Notice of Borrowingany requested Borrowing of Domestic Revolving Loans or Term B Loans and not later than 2:00 p.m. (Atlanta, Georgia time) on the date of any requested Borrowing of Sterling Revolving Loans or Term A Loans, each Lender with a Commitment of the relevant Tranche will make available its pro rata portion (determined in accordance with Section 2.07) Pro Rata Share of each the amount of such Borrowing requested to be made on such date. All such amounts will be made available in Dollars and in immediately available funds at the Notice Payment Office, and the . The Administrative Agent will make all funds available to the Borrower requesting such Borrowing the aggregate of the amounts (if any) so received made available by it the Lenders to the Administrative Agent in like funds as a timely manner by crediting such amounts to such Borrower's demand deposit account maintained with the Agent or at the Borrower Representative's option, by effecting a wire transfer of such amounts to any other account specified by the Borrower Representative to the Administrative Agent in writing, by the close of business on such Business Day. In the event that any Lender does not make its Pro Rata Share of such Borrowing available to the Administrative Agent by the time prescribed above, but such amount is received by the Administrative Agent by wire transfer of later that day, such funds amount may be credited to such Borrower in the account designated manner described in writing by Xxxxxxxx the preceding sentence on the next Business Day (including in any Notice of Borrowingwith interest on such amount to begin accruing hereunder on such next Business Day). (b) from time to time. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any a Borrowing of Revolving Loans or Term Loans that such Lender does not intend to make available to the Administrative Agent such Xxxxxx’s Lender's portion of any the Borrowing to be made on such date, the Administrative Agent may assume that such Xxxxxx Lender has made such amount available to the Administrative Agent on such date of Borrowing and the Administrative Agent may (but shall not be obligated to), in reliance upon such assumption, make available to the applicable Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such LenderLender on the date of Borrowing, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such LenderLender together with interest at the Federal Funds Rate if such Lender pays the Administrative Agent within two Business Days after demand, and otherwise at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s 's demand therefor, the Administrative Agent shall promptly notify the Borrower Representative, and the applicable Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Lender or Borrower together with interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to Borrower until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking rules on interbank compensation and (ii) if recovered from Borrower, the rate of interest applicable to specified for the relevant Borrowing, as determined pursuant to Section 2.08. Nothing in this Section 2.04 subsection shall be deemed to relieve any Lender from its obligation to make Term Loans fund its Commitments hereunder or to prejudice any rights which any Borrower may have against any Lender as a result of any failure default by such Xxxxxx Lender hereunder. (c) All Borrowings comprising the Revolving Loans shall be made by the Lenders on the basis of their Pro Rata Shares of the Revolving Credit Commitments. All Borrowings comprising the Term Loans shall be made by the Lenders on the basis of their Pro Rata Shares of the Term Loan Commitments. No Lender shall be responsible for any default by any other Lender in its obligations hereunder, and each Lender shall be obligated to make Term its Loans provided to be made by it hereunder, regardless of the failure of any other Lender to make its Loans hereunder. (d) No later than 2:00 p.m. (Atlanta, Georgia time) on the date of any requested Borrowing of a Domestic Swingline Loan, the Domestic Swingline Lender will make available such Domestic Swingline Loan to the Domestic Borrower by crediting such amounts to the Domestic Borrower's demand deposit account maintained with the Domestic Swingline Lender or at the Domestic Borrower's option, by effecting a wire transfer of such amounts to any other account of the Domestic Borrower specified by the Borrower Representative to the Domestic Swingline Lender in writing, by the close of business on such Business Day. (e) No later than 2:00 p.m. (London England time) or 2:00 p.m. (Atlanta, Georgia time) if SunTrust Bank is the UK Swingline Lender on the date of any requested Borrowing of a Sterling Swingline Loan, the UK Swingline Lender will make available such Sterling Swingline Loan to the Sterling Borrower by crediting such amounts to the Sterling Borrower's demand deposit account maintained with the Sterling Swingline Lender or at the Sterling Borrower's option, by effecting a wire transfer of such amounts to any other account of the Sterling Borrower specified by the Borrower Representative to the Sterling Swingline Lender in writing, by the close of business on such Business Day.

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

Disbursement of Funds. No Except to the extent necessary to give effect to the conversion of Existing Term Loans and Existing Working Capital Loans, all Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their Pro Rata Shares of the Commitments for the particular type of Loan requested, it being understood that no Lender shall be responsible for any default by any other Lender in that 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 the default by any other Lender in that other Lender's obligation to make a Loan requested hereunder. Promptly after receipt of the Notice of Borrowing pursuant to subsection 2.1B (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender of the proposed borrowing. Each Lender shall make the amount of its Loans available to Administrative Agent, in same day funds, at the office of Administrative Agent located at One Bankers Trust Plaza, New York, New York (or at any other location designated in writing by Administrative Agent to Lenders) not later than 1:00 P.M. 11:00 A.M. (New York City time) on the date Restatement Effective Date. Upon satisfaction or waiver of the conditions precedent specified in each Notice of Borrowingsubsections 3.1 and 3.3, each Lender with a Commitment of the relevant Tranche will make available its pro rata portion (determined in accordance with Section 2.07) of each such Borrowing requested to be made on such date. All such amounts will be made available in Dollars and in immediately available funds at the Notice Office, and the Administrative Agent will shall make the proceeds of such Loans available to Borrower on the Restatement Effective Date by causing an amount of same day funds equal to the proceeds of all funds so such Loans received by it in like funds as received by the Administrative Agent by wire transfer of such funds to the account at its office located at One Bankers Trust Plaza, New York, New York (or at any other location designated in writing by Xxxxxxxx (including in any Notice Administrative Agent to Lenders) to be credited to the account of Borrowing) from time to timeBorrower at such office of Administrative Agent. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any Borrowing Restatement Effective Date that such Lender does not intend to make available to the Administrative Agent such Xxxxxx’s portion of any Borrowing Lender's Loan requested on the Restatement Effective Date (which such notice, if so received by Administrative Agent, shall promptly be communicated to be made on such dateBorrower), the Administrative Agent may assume that such Xxxxxx Lender has made such amount available to the Administrative Agent on such date of Borrowing the Restatement Effective Date and the Administrative Agent may (in its sole discretion may, but shall not be obligated to), in reliance upon such assumption, make available to Borrower a corresponding amountamount on the Restatement Effective Date. If such corresponding amount is not in fact made available to the Administrative Agent by such LenderLender and Administrative Agent makes such corresponding amount available to Borrower, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such LenderLender together with interest thereon, for each day from the Restatement Effective 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 (3) Business Days and thereafter at the Prime Rate. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s 's demand therefor, the Administrative Agent shall promptly notify Borrower Borrower, and Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Lender or Borrower interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to Borrower until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking rules on interbank compensation and (ii) if recovered from Borrower, the rate of interest applicable to the relevant Borrowing, as determined pursuant to Section 2.08. Nothing in this Section 2.04 subsection 2.1C shall be deemed to relieve any Lender from its obligation to make fulfill its Tranche A Term Loans Loan Commitment or its Tranche B Term Loan Commitment hereunder or to prejudice any rights which that Borrower may have against any Lender as a result of any failure default by such Xxxxxx to make Term Loans Lender hereunder.

Disbursement of Funds. No Administrative Agent shall advise each Lender by telephone or telecopy of the amount of such Lender's Pro Rata Share of any Loan requested by Borrower no later than 1:00 P.M. 11:00 a.m. (New York City Denver, Colorado time) at least two (2) Business Days immediately preceding the Funding Date applicable thereto (in the case of LIBOR Loans), otherwise no later than 4:00 p.m. (Denver, Colorado time) on the date specified in each Notice of BorrowingBusiness Day immediately preceding the Funding Date applicable thereto, each Lender with a Commitment of the relevant Tranche will make available its pro rata portion (determined in accordance with Section 2.07) of and each such Borrowing requested to be made on such date. All such amounts will be made available in Dollars and in immediately available funds at the Notice Office, and the Lender shall pay Administrative Agent will make all funds so received by it such Lender's Pro Rata Share of such requested Loan, in like funds as received by the Administrative Agent same day funds, by wire transfer of to Administrative Agent's account by no later than 11:00 a.m. (Denver, Colorado time) on such funds to the account designated in writing by Xxxxxxxx (including in any Notice of Borrowing) from time to timeFunding Date. Unless the Administrative Agent shall have been notified by If any Lender prior fails to pay the date amount of any Borrowing that such Lender does not intend to make available to the Administrative Agent such Xxxxxx’s portion of any Borrowing to be made on such date, the Administrative Agent may assume that such Xxxxxx has made such amount available to the Administrative Agent on such date of Borrowing and the Administrative Agent may (but shall not be obligated to), in reliance upon such assumption, make available to Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount its Pro Rata Share forthwith upon the Administrative Agent’s demand therefor's demand, the Administrative Agent shall promptly notify Borrower Borrower, and Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled disburse to recover on demand from Borrower, by wire transfer of immediately available funds, that portion of such Lender or Borrower interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Loan as to which Administrative Agent to Borrower until the date has received funds. In such corresponding amount is recovered by the event, Administrative Agent may, on behalf of any Lender not timely paying Administrative Agent, at a rate per annum equal disburse funds to (i) if recovered from Borrower for Loans requested, subject to the provisions of Subsection 8.5(B). Each such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Lender shall reimburse Administrative Agent in accordance with banking rules on interbank compensation and (ii) if recovered from Borrower, the rate of interest applicable to the relevant Borrowing, as determined pursuant to Section 2.08demand for all funds disbursed on its behalf by Administrative Agent. Nothing in this Section 2.04 Subsection 8.4 or elsewhere in this Agreement or the other Loan Documents, including the provisions of Subsection 8.5, shall be deemed to require Administrative Agent (or any other Lender) to advance funds on behalf of any Lender or to relieve any Lender from its obligation to make Term Loans fulfill its commitments hereunder or to prejudice any rights which that Administrative Agent or Borrower may have against any Lender as a result of any failure default by such Xxxxxx to make Term Loans Lender hereunder.

Disbursement of Funds. (a) No later than 1:00 P.M. 12:00 Noon (New York City Atlanta, Georgia time) on the date specified in of each Notice of BorrowingSyndicated Loan pursuant to the Syndicated Loan Commitments (other than one resulting from a conversion or continuation pursuant to Section 2.06(b)), each Lender with a Commitment of the relevant Tranche will make available its pro rata portion (determined in accordance with Section 2.07) Pro Rata Share of each such Borrowing requested to be made on such date. All such amounts will be made available in Dollars and Syndicated Loan in immediately available funds at the Notice Office, and Payment Office of the Administrative Agent. The Administrative Agent will make all funds available to Borrower the aggregate of the amounts (if any) so received made available by it in like funds as received the Syndicated Lenders to the Administrative Agent no later than 2:00 P.M. (Atlanta, Georgia time) by crediting such amounts to Borrower's demand deposit account maintained with the Administrative Agent or at Borrower's option, effecting a wire transfer of such amounts to an account specified by Borrower, by the close of business on such Business Day. In the event that the Syndicated Lenders do not make such amounts available to the Administrative Agent by the time prescribed above, but such amount is received later that day, such amount may be credited to Borrower in the manner described in the preceding sentence on the next Business Day (with interest on such amount to begin accruing hereunder on such next Business Day). (b) No later than 12:00 Noon (Atlanta, Georgia time) on the date of each Bid Rate Loan, the Syndicated Lenders participating in such Bid Rate Loan will make available the amount of its Bid Rate Advance in immediately available funds at the Payment Office of the Administrative Agent on the date of such Bid Rate Loan. The Administrative Agent will make available to Borrower the aggregate of the amounts (if any) so made available by the Syndicated Lenders to the Administrative Agent no later than 2:00 P.M. (Atlanta, Georgia time) by crediting such amounts to Borrower's demand deposit account maintained with the Administrative Agent or at Borrower's option, effecting a wire transfer of such funds amounts to an account specified by Borrower, by the close of business on such Business Day. In the event that the Syndicated Lenders do not make such amounts available to the Administrative Agent by the time prescribed above, but such amount is received later that day, such amount may be credited to Borrower in the manner described in the preceding sentence on the next Business Day (with interest on such amount to begin accruing hereunder on such next Business Day). (c) No later than 2:00 p.m. (Atlanta, Georgia time) on the date of each Swing Line Loan, the Swing Line Lender will make available the principal amount of the Swing Line Loan available to Borrower by crediting such amount to Borrower's demand deposit account designated in writing by Xxxxxxxx maintained with the Swing Line Lender. (including in any Notice of Borrowingd) from time to time. Unless the Administrative Agent shall have been notified by any Syndicated Lender prior to the date of any a Syndicated Loan Borrowing or a Bid Rate Borrowing that such Lender does not intend to make available to the Administrative Agent such Xxxxxx’s Lender's portion of any such Borrowing to be made on such date, the Administrative Agent may assume that 27 34 such Xxxxxx Lender has made such amount available to the Administrative Agent on such date of Borrowing and the Administrative Agent may (but shall not be obligated to), in reliance upon such assumption, make available to Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such LenderLender on the date of such Borrowing, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such LenderLender together with interest at the Federal Funds Rate. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s 's demand therefor, the Administrative Agent shall promptly notify Borrower Borrower, and Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Lender or Borrower together with interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to Borrower until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking rules on interbank compensation and (ii) if recovered from Borrower, the rate of interest applicable to the relevant specified for such Borrowing, as determined pursuant to Section 2.08. Nothing in this Section 2.04 subsection shall be deemed to relieve any Syndicated Lender from its obligation to make Term fund its Syndicated Loan Commitment or Bid Rate Loans hereunder or to prejudice any rights which Borrower may have against any Syndicated Lender as a result of any failure default by such Xxxxxx to make Term Loans Lender hereunder. (e) All Syndicated Loans under the Syndicated Loan Commitments shall be loaned by the Lenders on the basis of their Pro Rata Share of the Syndicated Loan Commitments. All Bid Rate Loans shall be loaned by the Syndicated Lenders participating therein in accordance with their respective pro rata shares thereof as determined in accordance with Section 2.07 with respect to each Bid Rate Loan. All Swing Line Loans shall be loaned by the Swing Line Lender in accordance with Section 2.

Disbursement of Funds. No The Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender's obligation to make a Loan requested hereunder nor shall the Commitment of any Lender be increased or decreased as a result of a default by any other Lender in that other Lender's obligation to make a Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Borrowing pursuant to subsection 2.1B (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender of the proposed borrowing. Each Lender shall make the amount of its Loan available to Administrative Agent not later than 1:00 P.M. 12:00 noon (New York City time) on the date specified Closing Date, in each Notice same day funds in Dollars, at the Funding and Payment Office. Administrative Agent shall make the proceeds of Borrowing, each Lender with a Commitment such Loans available to Company on the Closing Date by causing an amount of same day funds in Dollars equal to the relevant Tranche will make available its pro rata portion (determined in accordance with Section 2.07) proceeds of each all such Borrowing requested Loans received by Administrative Agent from Lenders to be made on such date. All such amounts will be made available in Dollars and in immediately available funds at the Notice Office, and the Administrative Agent will make all funds so received by it in like funds as received by the Administrative Agent by wire transfer of such funds credited to the account designated in writing by Xxxxxxxx (including in any Notice of Borrowing) from time to timeCompany at the Funding and Payment Office. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any Borrowing Closing Date that such Lender does not intend to make available to the Administrative Agent the amount of such Xxxxxx’s portion of any Borrowing to be made Lender's Loan requested on such datethe Closing Date, the Administrative Agent may assume that such Xxxxxx Lender has made such amount available to the Administrative Agent on such date of Borrowing the Closing Date and the Administrative Agent may (may, in its sole discretion, but shall not be obligated to), in reliance upon such assumption, make available to Borrower Company a corresponding amountamount on the Closing Date. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such LenderLender together with interest thereon, for each day from the Closing Date until the date such amount is paid to Administrative Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s 's demand therefor, the Administrative Agent shall promptly notify Borrower Company and Borrower Company shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Lender or Borrower together with interest on such corresponding amount in respect of thereon, for each day from the date such corresponding amount was made available by the Administrative Agent to Borrower Closing Date until the date such corresponding amount is recovered by the paid to Administrative Agent, at a rate per annum equal to (i) if recovered from such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking rules on interbank compensation and (ii) if recovered from Borrower, the rate of interest applicable to the relevant Borrowing, as determined pursuant to Section 2.08payable under this Agreement for Base Rate Loans. Nothing in this Section 2.04 subsection 2.1C shall be deemed to relieve any Lender from its obligation to make Term Loans fulfill its Commitments hereunder or to prejudice any rights which Borrower that Company may have against any Lender as a result of any failure default by such Xxxxxx to make Term Loans Lender hereunder.

Disbursement of Funds. No All Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender's obligation to make a Loan requested hereunder nor shall the Commitment of any Lender to make the particular type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender's obligation to make a Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Borrowing pursuant to subsection 2.1B, Administrative Agent shall notify each Lender 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 (New York City time) on the date applicable Funding Date, in same day funds in Dollars, at the Funding and Payment Office. Except as provided in subsection 3.3B with respect to Revolving Loans used to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in each Notice subsections 4.1 (in the case of BorrowingTranche B Term Loans made on the Restatement Closing Date) and 4.2 (in the case of all Loans), each Lender with a Commitment Administrative Agent shall make the aggregate amount of the relevant Tranche will make Loans received by Administrative Agent from Lenders available its pro rata portion (determined in accordance with Section 2.07) by crediting the account of each such Borrowing requested to be made on such date. All such amounts will be made available in Dollars and in immediately available funds Borrowers at the Notice Office, Funding and Payment Office in the Administrative Agent will make all funds so received by it in like funds as received by the Administrative Agent by wire transfer amount of such funds to the account designated in writing by Xxxxxxxx (including in any Notice of Borrowing) from time to timeLoans. Unless the Administrative Agent shall have been notified by any Lender prior to the date of Funding Date for any Borrowing Loans that such Lender does not intend to make available to the Administrative Agent the amount of such Xxxxxx’s portion of any Borrowing to be made Lender's Loan requested on such dateFunding Date, the Administrative Agent may assume that such Xxxxxx Lender has made such amount available to the Administrative Agent on such date of Borrowing Funding Date and the Administrative Agent may (may, in its sole discretion, but shall not be obligated to), in reliance upon such assumption, make available to Borrower Borrowers a corresponding amountamount on such Funding Date. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such LenderLender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s 's demand therefor, the Administrative Agent shall promptly notify Borrower Borrowers and Borrower Borrowers shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Lender or Borrower together with interest on such corresponding amount in respect of thereon, for each day from the date such corresponding amount was made available by the Administrative Agent to Borrower Funding Date until the date such corresponding amount is recovered by the paid to Administrative Agent, at a rate per annum equal to (i) if recovered from such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking rules on interbank compensation and (ii) if recovered from Borrower, the rate of interest applicable to the relevant Borrowing, as determined pursuant to Section 2.08payable under this Agreement for Base Rate Loans. Nothing in this Section 2.04 subsection 2.1C shall be deemed to relieve any Lender from its obligation to make Term Loans fulfill its Commitments hereunder or to prejudice any rights which Borrower that Borrowers may have against any Lender as a result of any failure default by such Xxxxxx to make Term Loans Lender hereunder.

Disbursement of Funds. No All Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender's obligation to make a Loan requested hereunder nor shall the Commitment of any Lender to make a 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 of the proposed borrowing. Each Lender shall make the amount of its Loans available to Administrative Agent not later than 1:00 P.M. 12:00 Noon (New York City time) on the date specified Initial Borrowing Date, in each Notice of Borrowingcase in same day funds in Dollars, each Lender with a Commitment of the relevant Tranche will make available its pro rata portion (determined in accordance with Section 2.07) of each such Borrowing requested to be made on such date. All such amounts will be made available in Dollars and in immediately available funds at the Notice Funding and Payment Office, and the Administrative Agent will make all funds so received by it in like funds as received by the Administrative Agent by wire transfer of such funds to the account designated in writing by Xxxxxxxx (including in any Notice of Borrowing) from time to time. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any Initial Borrowing Date that such Lender does not intend to make available to the Administrative Agent the amount of such Xxxxxx’s portion of any Lender's Loans so requested on the Initial Borrowing to be made on such dateDate, the Administrative Agent may assume that such Xxxxxx Lender has made such amount available to the Administrative Agent on such date of the Initial Borrowing Date and the Administrative Agent may (may, in its sole discretion, but shall not be obligated to), in reliance upon such assumption, make available to Borrower a corresponding amountamount on the Initial Borrowing Date. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such LenderLender together with interest thereon, for each day from the Initial Borrowing 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. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s 's demand therefor, the Administrative Agent shall promptly notify Borrower and Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Lender or Borrower together with interest on such corresponding amount in respect of thereon, for each day from the date such corresponding amount was made available by the Administrative Agent to Borrower Initial Borrowing Date until the date such corresponding amount is recovered by the paid to Administrative Agent, at a rate per annum equal to (i) if recovered from such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking rules on interbank compensation and (ii) if recovered from Borrower, the rate of interest applicable to the relevant Borrowing, as determined pursuant to Section 2.08payable under this Agreement. Nothing in this Section 2.04 subsection 2.1C shall be deemed to relieve any Lender from its obligation to make Term Loans fulfill its Commitment hereunder or to prejudice any rights which that Borrower may have against any Lender as a result of any failure default by such Xxxxxx to make Term Loans Lender hereunder.

Disbursement of Funds. No Promptly after receipt of a Notice of Borrowing (or telephonic notice thereof), Administrative Agent shall notify Bankers of the proposed borrowing if the Loan to be made pursuant to such proposed borrowing will be a Swing Line Loan and, if the proposed borrowing will be a Working Capital Loan, Administrative Agent shall notify each Lender of the proposed borrowing. Each Lender shall make the amount of its Working Capital 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 (or at any other location designated in writing by Administrative Agent to Lenders) not later than 1:00 P.M. 12:00 Noon (New York City time) on the date Funding Date. Upon satisfaction or waiver of the conditions precedent specified in each Notice subsections 3.2 (in the case of BorrowingWorking Capital Loans made on the Restatement Effective Date) and 3.3 (in the case of all Working Capital Loans), each Lender with a Commitment Administrative Agent shall make the proceeds of such Loans available to Borrower on such Funding Date by causing an amount of same day funds equal to the relevant Tranche will make available its pro rata portion (determined in accordance with Section 2.07) proceeds of each all such Borrowing requested Loans received by Administrative Agent to be made on such date. All such amounts will be made available in Dollars and in immediately available funds at the Notice Office, and the Administrative Agent will make all funds so received by it in like funds as received by the Administrative Agent by wire transfer of such funds credited to the account designated in writing by Xxxxxxxx (including in any Notice of Borrowing) from time to timeBorrower at such office of Administrative Agent. Unless the Administrative Agent shall have been notified by any Lender prior to the date any Funding Date in respect of any Borrowing Working Capital Loans that such Lender does not intend to make available to the Administrative Agent such Xxxxxx’s portion of any Borrowing to be made Lender's Working Capital Loan on such dateFunding Date (which such notice, the if so received by Administrative Agent, shall promptly be communicated to Borrower), Administrative Agent may assume that such Xxxxxx Lender has made such amount available to the Administrative Agent on such date of Borrowing Funding Date and the Administrative Agent may (in its sole discretion may, but shall not be obligated to), in reliance upon such assumption, make available to Borrower a corresponding amountamount on such Funding Date. If such corresponding amount is not in fact made available to the Administrative Agent by such LenderLender and Administrative Agent makes such corresponding amount available to Borrower, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such LenderLender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three (3) Business Days and thereafter at the Prime Rate. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s 's demand therefor, the Administrative Agent shall promptly notify Borrower Borrower, and Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Lender or Borrower interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to Borrower until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking rules on interbank compensation and (ii) if recovered from Borrower, the rate of interest applicable to the relevant Borrowing, as determined pursuant to Section 2.08. Nothing in this Section 2.04 subsection 2.2D shall be deemed to relieve any Lender from its obligation to make Term Loans fulfill its Working Capital Loan Commitment hereunder or to prejudice any rights which that Borrower may have against any Lender as a result of any failure default by such Xxxxxx to make Term Loans Lender hereunder.

Disbursement of Funds. No Administrative Agent shall advise each Lender by telephone or telecopy of the amount of such Lender's Pro Rata Share of any Loan requested by Borrower no later than 1:00 P.M. 11:00 a.m. (New York City Denver time) on the date specified in each Notice of BorrowingFunding Date applicable thereto, each Lender with a Commitment of the relevant Tranche will make available its pro rata portion (determined in accordance with Section 2.07) of and each such Borrowing requested to be made on such date. All such amounts will be made available in Dollars and in immediately available funds at the Notice Office, and the Lender shall pay Administrative Agent will make all funds so received by it such Lender's Pro Rata Share of such requested Loan, in like funds as received by the Administrative Agent same day Amended and Restated Credit Agreement/D&E Communications, Inc. funds, by wire transfer of to Administrative Agent's account by no later than 1:00 p.m. (Denver time) on such funds to the account designated in writing by Xxxxxxxx (including in any Notice of Borrowing) from time to timeFunding Date. Unless the Administrative Agent shall have been notified by If any Lender prior fails to pay the date amount of any Borrowing that such Lender does not intend to make available to the Administrative Agent such Xxxxxx’s portion of any Borrowing to be made on such date, the Administrative Agent may assume that such Xxxxxx has made such amount available to the Administrative Agent on such date of Borrowing and the Administrative Agent may (but shall not be obligated to), in reliance upon such assumption, make available to Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount its Pro Rata Share forthwith upon the Administrative Agent’s demand therefor's demand, the Administrative Agent shall promptly notify Borrower Borrower, and Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled disburse to recover on demand from Borrower, by wire transfer of immediately available funds, that portion of such Lender or Borrower interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Loan as to which Administrative Agent to Borrower until the date has received funds. In such corresponding amount is recovered by the event, Administrative Agent may, on behalf of any Lender not timely paying Administrative Agent, at a rate per annum equal disburse funds to (i) if recovered from Borrower for Loans requested, subject to the provisions of Subsection 8.5(B). Each such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Lender shall reimburse Administrative Agent in accordance with banking rules on interbank compensation and (ii) if recovered from Borrower, the rate of interest applicable to the relevant Borrowing, as determined pursuant to Section 2.08demand for all funds disbursed on its behalf by Administrative Agent. Nothing in this Section 2.04 Subsection 8.4 or elsewhere in this Agreement or the other Loan Documents, including the provisions of Subsection 8.5, shall be deemed to require Administrative Agent to advance funds on behalf of any Lender or to relieve any Lender from its obligation to make Term Loans fulfill its commitments hereunder or to prejudice any rights which that Administrative Agent or Borrower may have against any Lender as a result of any failure default by such Xxxxxx to make Term Loans Lender hereunder.

Disbursement of Funds. No 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 of the proposed borrowing. Each Lender shall make the amount of its Loan available to Administrative Agent, in same day funds in Dollars, at the office of Administrative Agent, not later than 1:00 P.M. 12:00 Noon (New York City time) on the date Closing Date. Upon satisfaction or waiver of the conditions precedent specified in each Section 3, Administrative Agent shall make the proceeds of such Loans available to Company on the Closing Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders to be credited to the account of Company as specified in the Notice of Borrowing, each Lender with a Commitment of the relevant Tranche will make available its pro rata portion (determined in accordance with Section 2.07) of each such Borrowing requested to be made on such date. All such amounts will be made available in Dollars and in immediately available funds at the Notice Office, and the Administrative Agent will make all funds so received by it in like funds as received by the Administrative Agent by wire transfer of such funds to the account designated in writing by Xxxxxxxx (including in any Notice of Borrowing) from time to time. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any Borrowing Closing Date that such Lender does not intend to make available to the Administrative Agent the amount of such Xxxxxx’s portion of any Borrowing to be made Lender's Loan requested on such datethe Closing Date, the Administrative Agent may assume that such Xxxxxx Lender has made such amount available to the Administrative Paying Agent on such date of Borrowing the Closing Date and the Administrative Paying Agent may (may, in its sole discretion, but shall not be obligated to), in reliance upon such assumption, make available to Borrower Company a corresponding amountamount on the Closing Date. If such corresponding corre sponding amount is not in fact made available to the Administrative Agent by such Lender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefortogether with interest thereon, the Administrative Agent shall promptly notify Borrower and Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Lender or Borrower interest on such corresponding amount in respect of for each day from the date such corresponding amount was made available by the Administrative Agent to Borrower Closing Date until the date such corresponding amount is recovered by the paid to Administrative Agent, at a the customary rate per annum equal to (i) if recovered from such Lender, the greater of the Federal Funds Effective Rate and a rate determined set by the Administrative Agent in accordance with banking rules on interbank compensation for the correction of errors among banks for three Business Days and (ii) if recovered from Borrower, thereafter at the rate of interest applicable to the relevant Borrowing, as determined pursuant to Section 2.08Base Rate. Nothing in this Section 2.04 subsection 2.1C shall be deemed to relieve any Lender from its obligation to make Term Loans fulfill its Commitment hereunder or to prejudice any rights which Borrower that Company may have against any Lender as a result of any failure default by such Xxxxxx to make Term Loans Lender hereunder.

Disbursement of Funds. No (i) The 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 such other Lender's obligation to make a Loan requested hereunder nor shall the Commitment of any Lender be increased or decreased as a result of a default by any other Lender in such other Lender's obligation to make a Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Borrowing pursuant to SECTION 2.1(b) (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender of the proposed borrowing. Each Lender shall make the amount of its Loan available to Administrative Agent not later than 1:00 P.M. 11:00 a.m. (New York City Dallas, Texas time) on the date specified Funding Date, in each Notice of Borrowingsame day funds in Dollars, each Lender with a Commitment of the relevant Tranche will make available its pro rata portion (determined in accordance with Section 2.07) of each such Borrowing requested to be made on such date. All such amounts will be made available in Dollars and in immediately available funds at the Notice Funding and Payment Office, and the Administrative Agent will make all funds so received by it in like funds as received by the Administrative Agent by wire transfer of such funds to the account designated in writing by Xxxxxxxx . (including in any Notice of Borrowingii) from time to time. Unless the Administrative Agent shall have been notified by any Lender prior to the date of Funding Date for any Borrowing Loans that such Lender does not intend to make available to the Administrative Agent the amount of such Xxxxxx’s portion of any Borrowing to be made Lender's Loan requested on such datethe Funding Date, the Administrative Agent may assume that such Xxxxxx Lender has made such amount available to the Administrative Agent on such date of Borrowing the CREDIT AGREEMENT Funding Date and the Administrative Agent may (may, in its sole discretion, but shall not be obligated to), in reliance upon such assumption, make available to Borrower a corresponding amountamount on the Funding Date. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender, the then Administrative Agent shall be entitled to recover such corresponding amount on demand from such LenderLender together with interest thereon, for each day from the 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 (3) Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s 's demand therefor, the then Administrative Agent shall promptly notify Borrower and Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Lender or Borrower together with interest on such corresponding amount in respect of thereon, for each day from the date such corresponding amount was made available by the Administrative Agent to Borrower Funding Date until the date such corresponding amount is recovered by the paid to Administrative Agent, at a rate per annum equal to (i) if recovered from such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking rules on interbank compensation and (ii) if recovered from Borrower, the rate of interest applicable to the relevant Borrowing, as determined pursuant to Section 2.08payable under this Agreement for Base Rate Loans. Nothing in this Section 2.04 SECTION 2.1(c) shall be deemed to relieve any Lender from its obligation to make Term Loans fulfill its Commitment hereunder or to prejudice any rights which that Borrower may have against any Lender as a result of any failure default by such Xxxxxx to make Term Loans Lender hereunder.

Disbursement of Funds. No All Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no Lender shall be responsible for or released by 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 of the proposed borrowing and details thereof. Each 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 (New York City time) on the date applicable Funding Date. Except as provided in subsection 3.3B with respect to Revolving Loans used to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in each Notice subsections 4.1 (in the case of BorrowingLoans made on the Closing Date) and 4.3 (in the case of all Loans), each Lender with a Commitment Administrative Agent shall make the proceeds of such Loans available to Borrower on the relevant Tranche will make available its pro rata portion (determined applicable Funding Date by causing an amount of same day funds in accordance with Section 2.07) Dollars equal to the proceeds of each all such Borrowing requested Loans received by Administrative Agent from Lenders to be made on such date. All such amounts will be made available in Dollars and in immediately available funds at the Notice Office, and the Administrative Agent will make all funds so received by it in like funds as received by the Administrative Agent by wire transfer of such funds credited to the account designated in writing by Xxxxxxxx (including in any Notice of Borrowing) from time to timeBorrower at the Funding and Payment Office. Unless the Administrative Agent shall have been notified by any Lender prior to the date of Funding Date for any Borrowing Loans that such Lender does not intend to make available to the Administrative Agent the amount of such Xxxxxx’s portion of any Borrowing to be made Lender's Loan requested on such dateFunding Date, the Administrative Agent may assume that such Xxxxxx Lender has made such amount available to the Administrative Agent on such date of Borrowing Funding Date and the Administrative Agent may (may, in its sole discretion, but shall not be obligated to), in reliance upon such assumption, make available to Borrower a corresponding amountamount on such Funding Date. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such LenderLender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s 's demand therefor, the Administrative Agent shall promptly notify Borrower and Borrower shall immediately promptly pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Lender or Borrower together with interest on such corresponding amount in respect of thereon, for each day from the date such corresponding amount was made available by the Administrative Agent to Borrower Funding Date until the date such corresponding amount is recovered by the paid to Administrative Agent, at a rate per annum equal to (i) if recovered from such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking rules on interbank compensation and (ii) if recovered from Borrower, the rate of interest applicable to the relevant Borrowing, as determined pursuant to Section 2.08payable under this Agreement for Base Rate Loans. Nothing in this Section 2.04 subsection 2.1C shall be deemed to relieve any Lender from its obligation to make Term Loans fulfill its Commitments hereunder or to prejudice any rights which that Borrower may have against any Lender as a result of any failure default by such Xxxxxx to make Term Loans Lender hereunder.

Disbursement of Funds. No All AXELs 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 an AXEL requested hereunder nor shall the AXEL Commitment of any Lender to make the AXEL requested be increased or decreased as a result of a default by any other Lender in that other Lender's obligation to make an AXEL 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 of the proposed borrowing. Each Lender shall make the amount of its AXEL available to Administrative Agent not later than 1:00 P.M. 12:00 Noon (New York City time) on the date Closing Date, in same day funds in Dollars, at the Funding and Payment Office. Upon satisfaction or waiver of the conditions precedent specified in each Notice subsections 3.1 and 3.2, Administrative Agent shall make the proceeds of Borrowing, each Lender with a Commitment such AXELs available to Company on the Closing Date by causing an amount of same day funds in Dollars equal to the relevant Tranche will make available its pro rata portion (determined in accordance with Section 2.07) proceeds of each all such Borrowing requested AXELs received by Administrative Agent from Lenders to be made on such date. All such amounts will be made available in Dollars and in immediately available funds at the Notice Office, and the Administrative Agent will make all funds so received by it in like funds as received by the Administrative Agent by wire transfer of such funds credited to the account designated in writing by Xxxxxxxx (including in any Notice of Borrowing) from time to timeCompany at the Funding and Payment Office. Unless the Administrative Agent shall have been notified by any Lender prior to the date of Closing Date for any Borrowing AXELs that such Lender does not intend to make available to the AXEL CREDIT AGREEMENT EXECUTION 38 45 Administrative Agent the amount of such Xxxxxx’s portion of any Borrowing to be made Lender's AXEL requested on such dateClosing Date, the Administrative Agent may assume that such Xxxxxx Lender has made such amount available to the Administrative Agent on such date of Borrowing the Closing Date and the Administrative Agent may (may, in its sole discretion, but shall not be obligated to), in reliance upon such assumption, make available to Borrower Company a corresponding amountamount on the Closing Date. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such LenderLender together with interest thereon, for each day from the Closing Date until the date such amount is paid to Administrative Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s 's demand therefor, the Administrative Agent shall promptly notify Borrower Company and Borrower Company shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Lender or Borrower together with interest on such corresponding amount in respect of thereon, for each day from the date such corresponding amount was made available by the Administrative Agent to Borrower Closing Date until the date such corresponding amount is recovered by the paid to Administrative Agent, at a rate per annum equal to (i) if recovered from such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking rules on interbank compensation and (ii) if recovered from Borrower, the rate of interest applicable to the relevant Borrowing, as determined pursuant to Section 2.08payable under this Agreement for Base Rate AXELs. Nothing in this Section 2.04 subsection 2.1C shall be deemed to relieve any Lender from its obligation to make Term Loans fulfill its AXEL Commitments hereunder or to prejudice any rights which Borrower that Company may have against any Lender as a result of any failure default by such Xxxxxx to make Term Loans Lender hereunder.

Disbursement of Funds. No The Loans shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that -------- * Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. no Lender shall be responsible for any default by any other Lender in that other Lender's obligation to make a Loan requested hereunder nor shall the Commitment of any Lender be increased or decreased, or any Lender's obligation to make a Loan hereunder affected, 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 Agent of a Notice of Borrowing pursuant to subsection 2.1B (or telephonic notice in lieu thereof), Agent shall notify each Lender of the proposed borrowing. Each Lender shall make the amount of its Loan available to Agent, in same day funds in Dollars, at the Funding and Payment Office, not later than 1:00 P.M. 12:00 Noon (New York City time) on the date Closing Date or other Funding Date, as applicable. Upon satisfaction or waiver of the conditions precedent specified in each Notice Section 3, Agent shall make the proceeds of Borrowingsuch Loans available to Borrower on the Closing Date or other Funding Date, each Lender with a Commitment as applicable, by causing an amount of same day funds in Dollars equal to the relevant Tranche will make available its pro rata portion (determined in accordance with Section 2.07) proceeds of each all such Borrowing requested Loans received by Agent from Lenders to be made on such date. All such amounts will be made available in Dollars and in immediately available funds at the Notice Office, and the Administrative Agent will make all funds so received by it in like funds as received by the Administrative Agent by wire transfer of such funds credited to the account designated in writing by Xxxxxxxx (including in any Notice of Borrowing) from time to timeBorrower at the Funding and Payment Office. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any Borrowing Funding Date that such Lender does not intend to make available to Agent the Administrative Agent amount of such Xxxxxx’s portion of any Borrowing to be made Lender's Loan requested on such dateFunding Date, the Administrative Agent may assume that such Xxxxxx Lender has made such amount available to the Administrative Agent on such date of Borrowing Funding Date and the Administrative Agent may (may, in its sole discretion, but shall not be obligated to), in reliance upon such assumption, make available to Borrower a corresponding amountamount on such Funding Date. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such LenderLender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Agent, at the customary rate set by Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s 's demand therefor, the Administrative Agent shall promptly notify Borrower and Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Lender or Borrower together with interest on such corresponding amount in respect of thereon, for each day from the date such corresponding amount was made available by the Administrative Agent to Borrower Funding Date until the date such corresponding amount is recovered by the Administrative paid to Agent, at a rate per annum equal to (i) if recovered from such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking rules on interbank compensation and (ii) if recovered from Borrower, the rate of interest applicable to the relevant Borrowing, as determined pursuant to Section 2.08payable under this Agreement for Base Rate Loans. Nothing in this Section 2.04 subsection 2.1C shall be deemed to relieve any Lender from its obligation to make Term Loans fulfill its Commitment hereunder or to prejudice any rights which that Borrower may have against any Lender as a result of any failure default by such Xxxxxx to make Term Loans Lender hereunder.

Disbursement of Funds. No The Loans under this Agreement shall be made by the Lenders funding such drawing simultaneously and proportionately to their respective Funding Percentages for such drawing as set forth on Schedule 2.1, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender's obligation to make a Loan requested hereunder nor shall the Commitment of any Lender be increased or decreased as a result of a default by any other Lender in that other Lender's obligation to make a Loan requested hereunder. Promptly after receipt by Agent of a Notice of Borrowing pursuant to subsection 2.1B (or telephonic notice in lieu thereof), Agent shall notify each Lender of the proposed borrowing. Each Lender shall make the amount of its Loan available to Agent not later than 1:00 P.M. 12:00 Noon (New York City time) on the date applicable Funding Date in same day funds in Dollars, at the Funding and Payment Office. Upon satisfaction or waiver of the conditions precedent specified in each Notice subsections 3.1 (in the case of BorrowingLoans made on the Closing Date) and 3.2 (in the case of all Loans), each Lender with a Commitment Agent shall make the proceeds of such Loans available to Company on the relevant Tranche will make available its pro rata portion (determined applicable Funding Date by causing an amount of same day funds in accordance with Section 2.07) Dollars equal to the proceeds of each all such Borrowing requested Loans received by Agent from Lenders to be made on such date. All such amounts will be made available in Dollars and in immediately available funds at the Notice Office, and the Administrative Agent will make all funds so received by it in like funds as received by the Administrative Agent by wire transfer of such funds credited to the account designated in writing by Xxxxxxxx (including in any Notice of Borrowing) from time to timeCompany at the Funding and Payment Office. Unless the Administrative Agent shall have been notified by any Lender prior to the date of Funding Date for any Borrowing Loans that such Lender does not intend to make available to Agent the Administrative Agent amount of such Xxxxxx’s portion of any Borrowing to be made Lender's Loan requested on such dateFunding Date, the Administrative Agent may assume that such Xxxxxx Lender has made such amount available to the Administrative Agent on such date of Borrowing Funding Date and the Administrative Agent may (may, in its sole discretion, but shall not be obligated to), in reliance upon such assumption, make available to Borrower Company a corresponding amountamount on such Funding Date. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such LenderLender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Agent, at the customary rate set by Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s 's demand therefor, the Administrative Agent shall promptly notify Borrower Company and Borrower Company shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Lender or Borrower together with interest on such corresponding amount in respect of thereon, for each day from the date such corresponding amount was made available by the Administrative Agent to Borrower Funding Date until the date such corresponding amount is recovered by the Administrative paid to Agent, at a rate per annum equal to (i) if recovered from such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking rules on interbank compensation and (ii) if recovered from Borrower, the rate of interest applicable to the relevant Borrowing, as determined pursuant to Section 2.08payable under this Agreement for Base Rate Loans. Nothing in this Section 2.04 subsection 2.1C shall be deemed to relieve any Lender from its obligation to make Term Loans fulfill its Commitment hereunder or to prejudice any rights which Borrower that Company may have against any Lender as a result of any failure default by such Xxxxxx to make Term Loans Lender hereunder.. 31

Disbursement of Funds. No All Delayed Draw Term Loans and Revolving Loans shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that neither Administrative Agent nor any Lender shall be responsible for any default by any other Lender in that other Lender's obligation to make a Loan requested hereunder nor shall the Commitment of any Lender to make the particular type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender's obligation to make a Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Borrowing pursuant to subsection 2.1B (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender for that type of Loan of the proposed borrowing. Each such Lender shall make the amount of its Loan available to Administrative Agent not later than 1:00 P.M. 12:00 Noon (New York, New York City time) on the date applicable Funding Date in same day funds in Dollars, at the Funding and Payment Office. Except as provided in subsection 3.3B with respect to Revolving Loans used to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in each Notice subsection 4.2 (in the case of BorrowingLoans made on the Merger Transaction Funding Date) and subsection 4.4 (in the case of all Loans), each Lender with a Commitment Administrative Agent shall make the proceeds of such Loans available to Borrower on the relevant Tranche will make available its pro rata portion (determined applicable Funding Date by causing an amount of same day funds in accordance with Section 2.07) Dollars equal to the proceeds of each all such Borrowing requested Loans received by Administrative Agent from Lenders to be made on such date. All such amounts will be made available in Dollars and in immediately available funds at the Notice Office, and the Administrative Agent will make all funds so received by it in like funds as received by the Administrative Agent by wire transfer of such funds credited to the account designated in writing by Xxxxxxxx (including in any Notice of Borrowing) from time to timeBorrower at the Funding and Payment Office. Unless the Administrative Agent shall have been notified by any Lender prior to the date of a Funding Date for any Borrowing Loans that such Lender does not intend to make available to the Administrative Agent the amount of such Xxxxxx’s portion of any Borrowing to be made Lender's Loan requested on such dateFunding Date, the Administrative Agent may assume that such Xxxxxx Lender has made such amount available to the Administrative Agent on such date of Borrowing Funding Date and the Administrative Agent may (may, in its sole discretion, but shall not be obligated to), in reliance upon such assumption, make available to Borrower a corresponding amountamount on such Funding Date. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such LenderLender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three (3) Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s 's demand therefor, the Administrative Agent shall promptly notify Borrower and Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Lender or Borrower together with interest on such corresponding amount in respect of thereon, for each day from the date such corresponding amount was made available by the Administrative Agent to Borrower Funding Date until the date such corresponding amount is recovered by the paid to Administrative Agent, at a rate per annum equal to (i) if recovered from such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking rules on interbank compensation and (ii) if recovered from Borrower, the rate of interest applicable to the relevant Borrowing, as determined pursuant to Section 2.08payable under this Agreement for Base Rate Loans. Nothing in this Section 2.04 subsection 2.1C shall be deemed to relieve any Lender from its obligation to make Term Loans fulfill its Commitments hereunder or to prejudice any rights which that Borrower may have against any Lender as a result of any failure default by such Xxxxxx to make Term Loans Lender hereunder.

Disbursement of Funds. No All Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender's obligation to make a Loan requested hereunder nor shall the Commitment of any Lender to make a 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 Agent of a Notice of Borrowing pursuant to subsection 2.1B (or telephonic notice in lieu thereof), Agent shall notify each Lender of the proposed borrowing. Each Lender shall make the amount of its Loans available to Agent not later than 1:00 P.M. 12:00 Noon (New York City time) on the date specified Initial Borrowing Date, in each Notice of Borrowingcase in same day funds in Dollars, each Lender with a Commitment of the relevant Tranche will make available its pro rata portion (determined in accordance with Section 2.07) of each such Borrowing requested to be made on such date. All such amounts will be made available in Dollars and in immediately available funds at the Notice Funding and Payment Office, and the Administrative Agent will make all funds so received by it in like funds as received by the Administrative Agent by wire transfer of such funds to the account designated in writing by Xxxxxxxx (including in any Notice of Borrowing) from time to time. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any Initial Borrowing Date that such Lender does not intend to make available to Agent the Administrative Agent amount of such Xxxxxx’s portion of any Lender's Loans so requested on the Initial Borrowing to be made on such dateDate, the Administrative Agent may assume that such Xxxxxx Lender has made such amount available to the Administrative Agent on such date of the Initial Borrowing Date and the Administrative Agent may (may, in its sole discretion, but shall not be obligated to), in reliance upon such assumption, make available to Borrower a corresponding amountamount on the Initial Borrowing Date. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such LenderLender together with interest thereon, for each day from the Initial Borrowing Date until the date such amount is paid to Agent, at the customary rate set by Agent for the correction of errors among banks for three Business Days. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s 's demand therefor, the Administrative Agent shall promptly notify Borrower and Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Lender or Borrower together with interest on such corresponding amount in respect of thereon, for each day from the date such corresponding amount was made available by the Administrative Agent to Borrower Initial Borrowing Date until the date such corresponding amount is recovered by the Administrative paid to Agent, at a rate per annum equal to (i) if recovered from such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking rules on interbank compensation and (ii) if recovered from Borrower, the rate of interest applicable to the relevant Borrowing, as determined pursuant to Section 2.08payable under this Agreement. Nothing in this Section 2.04 subsection 2.1C shall be deemed to relieve any Lender from its obligation to make Term Loans fulfill its Commitment hereunder or to prejudice any rights which that Borrower may have against any Lender as a result of any failure default by such Xxxxxx to make Term Loans Lender hereunder.

Disbursement of Funds. No All Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being under stood that no Lender shall be responsible for any default by any other Lender in that other Lender's obligation to make a Loan requested hereunder nor shall the Commitment of any Lender to make the particular type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender's obligation to make a Loan requested 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 of the proposed borrowing. Each 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. 11:00 A.M. (New York City time) on the date applicable Funding Date. Upon satisfaction or waiver of the conditions precedent specified in each Notice subsections 4.1 (in the case of BorrowingLoans made on the Closing Date) and 4.2 (in the case of all Loans), each Lender with a Commitment Administrative Agent shall make the proceeds of such Loans available to Company on the relevant Tranche will make available its pro rata portion (determined applicable Funding Date by causing an amount of same day funds in accordance with Section 2.07) Dollars equal to the proceeds of each all such Borrowing requested Loans received by Administrative Agent from Lenders to be made on such date. All such amounts will be made available in Dollars and in immediately available funds at the Notice Office, and the Administrative Agent will make all funds so received by it in like funds as received by the Administrative Agent by wire transfer of such funds credited only to the account designated in writing by Xxxxxxxx (including in any Notice of Borrowing) from time to timeCompany at the Funding and Payment Office. Unless the Administrative Agent shall have been notified by any Lender prior to the date of Funding Date for any Borrowing Loans that such Lender does not intend to make available to the Administrative Agent the amount of such Xxxxxx’s portion of any Borrowing to be made Lender's Loan requested on such dateFunding Date, the Administrative Agent may assume that such Xxxxxx Lender has made such amount available to the Administrative Agent on such date of Borrowing Funding Date and the Administrative Agent may (may, in its sole discretion, but shall not be obligated to), in reliance upon such assumption, make available to Borrower Company a corresponding amountamount on such Funding Date. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such LenderLender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s 's demand therefor, the Administrative Agent shall promptly notify Borrower Company and Borrower Company shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Lender or Borrower together with interest on such corresponding amount in respect of thereon, for each day from the date such corresponding amount was made available by the Administrative Agent to Borrower Funding Date until the date such corresponding amount is recovered by the paid to Administrative Agent, at a rate per annum equal to (i) if recovered from such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking rules on interbank compensation and (ii) if recovered from Borrower, the rate of interest applicable to the relevant Borrowing, as determined pursuant to Section 2.08payable under this Agreement for Base Rate Loans. Nothing in this Section 2.04 subsection 2.1C shall be deemed to relieve any Lender from its obligation to make Term Loans fulfill its Commitment hereunder or to prejudice any rights which Borrower that Company may have against any Lender as a result of any failure default by such Xxxxxx to make Term Loans Lender hereunder.