Common use of Funding of Borrowing Clause in Contracts

Funding of Borrowing. (a) Each Lender shall make its Loan on the Closing Date by wire transfer of immediately available funds by 9:00 a.m., New York City time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders. The Administrative Agent will make such Loan available to the Borrower by crediting the amounts so received, in like funds by 10:00 a.m., New York City time (or to the extent funds are in the Escrow Account, such earlier time (not earlier than 8:00 a.m., New York City time; provided that the Borrower has directed the Administrative Agent to remit funds from the Escrow Account by 11:00 a.m., New York City time, one Business Day before the proposed date of Borrowing set forth in the Borrowing Request) as directed by the Borrower), to an account of the Borrower notified by the Borrower to the Administrative Agent. The Administrative Agent shall, at the request of either the Administrative Agent or the Borrower, request that each Lender make, and each Lender agrees to make, its Loans by wire transfer of immediately available funds in US Dollars into an escrow account in the name of the Administrative Agent, on terms reasonably satisfactory to the Administrative Agent, notified by the Administrative Agent to the Lenders (such escrow account of the Administrative Agent, the “Escrow Account”), by 12:00 noon, New York City time one Business Day before the proposed date of Borrowing set forth in the Borrowing Request. Each Lender authorizes the Administrative Agent to release all amounts deposited by the Lenders into the Escrow Account (such amounts, the “Escrow Funds”) to the Borrower on the Closing Date upon the satisfaction (or waiver in accordance with Section 4.02) of each of the conditions set forth in Section 4.02; provided that, in the event the Closing Date does not occur within two Business Days of the proposed date of Borrowing set forth in the Closing Date Borrowing Request (the “Return Date”), the Escrow Funds shall be returned to the respective Lenders within one Business Day of the Return Date and applied in prepayment of the Loans. The Borrower agrees that interest shall accrue on the Loans from and including the date of the Escrow Funds being deposited in the Escrow Account.

Funding of Borrowing. (a) Each Lender shall make its each Loan to be made by it hereunder on the Closing Date proposed date thereof by wire transfer of immediately available funds by 9:00 a.m.12:00 Noon, New York City time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders. The Administrative Agent will make such Loan Loans available to the Borrower by promptly crediting the amounts so received, in like funds by 10:00 a.m., New York City time (or to the extent funds are in the Escrow Account, such earlier time (not earlier than 8:00 a.m., New York City time; provided that the Borrower has directed the Administrative Agent to remit funds from the Escrow Account by 11:00 a.m., New York City time, one Business Day before the proposed date of Borrowing set forth in the Borrowing Request) as directed by the Borrower)funds, to an account of the Borrower notified in New York City designated by the Borrower in the applicable Notice of Borrowing. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing (or, in the case of any ABR Borrowing for which notice of such Borrowing has been given by the Borrower on the proposed date of such Borrowing in accordance with Section 2.02, prior to 12:00 Noon, New York City time, on such date) that such Lender will not make available to the Administrative Agent. The Administrative Agent shallsuch Lender’s share of such Borrowing, at the request of either the Administrative Agent or may assume that such Lender has made such share available on such date in accordance with this Section 2.04 and may, in reliance upon such assumption and in its sole discretion, make available to the BorrowerBorrower a corresponding amount. In such event, request that each if a Lender make, and each Lender agrees to make, has not in fact made its Loans by wire transfer of immediately available funds in US Dollars into an escrow account in the name share of the Administrative Agent, on terms reasonably satisfactory applicable Borrowing available to the Administrative Agent, notified by then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent to the Lenders (forthwith on demand such escrow account of the Administrative Agentcorresponding amount with interest thereon, the “Escrow Account”), by 12:00 noon, New York City time one Business Day before the proposed date of Borrowing set forth in the Borrowing Request. Each Lender authorizes the Administrative Agent to release all amounts deposited by the Lenders into the Escrow Account (such amounts, the “Escrow Funds”) to the Borrower on the Closing Date upon the satisfaction (or waiver in accordance with Section 4.02) of for each of the conditions set forth in Section 4.02; provided that, in the event the Closing Date does not occur within two Business Days of the proposed date of Borrowing set forth in the Closing Date Borrowing Request (the “Return Date”), the Escrow Funds shall be returned to the respective Lenders within one Business Day of the Return Date and applied in prepayment of the Loans. The Borrower agrees that interest shall accrue on the Loans day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of such Lender, the greater of the Escrow Federal Funds being deposited Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation or (ii) in the Escrow Accountcase of the Borrower, the interest rate applicable to ABR Loans of the applicable Class. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in such Borrowing.

Funding of Borrowing. (a) Each Lender shall make its each Loan to be made by it hereunder on the Closing Date proposed date thereof by wire transfer of immediately available funds by 9:00 a.m.12:00 Noon, New York City time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders. The Administrative Agent will make such Loan Loans available to the Borrower by promptly crediting the amounts so received, in like funds by 10:00 a.m., New York City time (or to the extent funds are in the Escrow Account, such earlier time (not earlier than 8:00 a.m., New York City time; provided that the Borrower has directed the Administrative Agent to remit funds from the Escrow Account by 11:00 a.m., New York City time, one Business Day before the proposed date of Borrowing set forth in the Borrowing Request) as directed by the Borrower)funds, to an account of the Borrower notified in New York City designated by the Borrower in the applicable Borrowing Request. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing (or, in the case of any ABR Borrowing for which notice of such Borrowing has been given by the Borrower on the proposed date of such Borrowing in accordance with Section 2.03, prior to 12:00 Noon, New York City time, on such date) that such Lender will not make available to the Administrative Agent. The Administrative Agent shallsuch Lender’s share of such Borrowing, at the request of either the Administrative Agent or may assume that such Lender has made such share available on such date in accordance with this Section 2.04 and may, in reliance upon such assumption and in its sole discretion, make available to the BorrowerBorrower a corresponding amount. In such event, request that each if a Lender make, and each Lender agrees to make, has not in fact made its Loans by wire transfer of immediately available funds in US Dollars into an escrow account in the name share of the Administrative Agent, on terms reasonably satisfactory applicable Borrowing available to the Administrative Agent, notified by then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent to the Lenders (forthwith on demand such escrow account of the Administrative Agentcorresponding amount with interest thereon, the “Escrow Account”), by 12:00 noon, New York City time one Business Day before the proposed date of Borrowing set forth in the Borrowing Request. Each Lender authorizes the Administrative Agent to release all amounts deposited by the Lenders into the Escrow Account (such amounts, the “Escrow Funds”) to the Borrower on the Closing Date upon the satisfaction (or waiver in accordance with Section 4.02) of for each of the conditions set forth in Section 4.02; provided that, in the event the Closing Date does not occur within two Business Days of the proposed date of Borrowing set forth in the Closing Date Borrowing Request (the “Return Date”), the Escrow Funds shall be returned to the respective Lenders within one Business Day of the Return Date and applied in prepayment of the Loans. The Borrower agrees that interest shall accrue on the Loans day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of such Lender, the greater of the Escrow Federal Funds being deposited Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation or (ii) in the Escrow Accountcase of the Borrower, the interest rate applicable to ABR Loans of the applicable Class. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in such Borrowing.

Funding of Borrowing. (a) Each Lender shall make its the Loan to be made by it hereunder on the Closing Borrowing Date by wire transfer of immediately available funds by 9:00 a.m.12:00 noon, New York City time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders. The Administrative Agent will make such Loan Loans available to the Borrower on the Borrowing Date by promptly crediting the amounts so received, in like funds by 10:00 a.m.funds, New York City time (or to the extent funds are in the Escrow Disbursement Account, such earlier time (not earlier than 8:00 a.m., New York City time; provided . It is understood and agreed that the Borrower has directed will have no right to make withdrawals from the Disbursement Account, except in accordance with this Section 2.04. The Administrative Agent will permit the Borrower to withdraw the funds on deposit in the Disbursement Account only after receipt by the Administrative Agent of a certificate (the “Disbursement Notice”) by a senior officer of the Borrower prior to remit funds from the Escrow Account by 11:00 10:00 a.m., New York City time, one at least two Business Day before Days prior to the proposed date disbursement date, requesting the disbursement of Borrowing all funds in the Disbursement Account in accordance with wire instructions for the Depository set forth therein and certifying that (i) such funds are being transferred to the Depository pursuant to such wire instructions and will then be disbursed to pay the cash portion of the Merger Consideration (as defined in the Borrowing RequestMerger Agreement) in accordance with the Merger Agreement in order to effect the Merger, which will occur not more than four Business Days after the Depository’s receipt of such funds (unless the Borrower reasonably anticipates that the Merger will occur during the period from December 28, 2008 through December 31, 2008, in which case such four Business Days shall be extended to six Business Days), (ii) no Default has occurred and is continuing or will result from the disbursement of the funds in the Disbursement Account, and (iii) the waiting period applicable to the consummation of the Merger under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as directed by amended, has expired or been earlier terminated, and all required approvals of any Governmental Authority applicable to the Merger under the applicable competition law or regulation and required under the Merger Agreement, shall have been obtained or any applicable waiting period thereunder shall have been terminated or shall have expired, and those other consents pursuant to the other Foreign Antitrust Filings (as defined in the Merger Agreement) the failure of which to obtain would, either individually or in the aggregate, have or would reasonably be expected to have, a material adverse effect on the financial condition, business, assets, or results of operations of Xxxx and its Subsidiaries, taken as a whole, or an effect of similar magnitude (in terms of absolute effect and not proportion) on the Parent and its Subsidiaries, have been obtained. Following the Borrower), to an account ’s delivery of the Borrower notified by Disbursement Notice, the Borrower to the Administrative Agent. The Administrative Agent shall, at the request of either agrees that the Administrative Agent or may (in its sole discretion) either (A) transfer the Borrower, request that each Lender make, and each Lender agrees to make, its Loans by wire transfer of immediately available funds in US Dollars into an escrow account on deposit in the name Disbursement Account to the Depository not more than two Business Days after its receipt of the Administrative AgentDisbursement Notice, on terms reasonably satisfactory or (B) transfer the Treasury Bills credited to the Administrative Agent, notified by the Administrative Agent Disbursement Account to the Lenders (such escrow account of the Administrative Agent, the “Escrow Account”), Depository by 12:00 noonno later than 10:00 a.m., New York City time one time, on the next succeeding Business Day before after its receipt of the proposed date Disbursement Notice, or (C) transfer a combination of Borrowing set forth in the Borrowing Request. Each Lender authorizes the Administrative Agent to release all amounts deposited by the Lenders into the Escrow Account (such amounts, the “Escrow Funds”) to the Borrower on the Closing Date upon the satisfaction (or waiver funds and Treasury Bills in accordance with Section 4.02clause (A) of each of the conditions set forth in Section 4.02; provided thatand (B), in the event the Closing Date does not occur within two Business Days of the proposed date of Borrowing set forth in the Closing Date Borrowing Request (the “Return Date”), the Escrow Funds shall be returned to the respective Lenders within one Business Day of the Return Date and applied in prepayment of the Loans. The Borrower agrees that interest shall accrue on the Loans from and including the date of the Escrow Funds being deposited in the Escrow Accounteach case assuming regular market conditions.

Funding of Borrowing. (a) Each Lender shall make its Loan on the Closing Date by wire transfer of immediately available funds by 9:00 a.m., New York City time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders. The Administrative Agent will make such Loan available to the Borrower by crediting the amounts so received, in like funds by 10:00 a.m., New York City time (or to the extent funds are in the Escrow Account, such earlier time (not earlier than 8:00 a.m., New York City time; provided that the Borrower has directed the Administrative Agent to remit funds from the Escrow Account by 11:00 a.m., New York City time, one Business Day before the proposed date of Borrowing set forth in the Borrowing Request) as directed by the Borrower), to an account of the Borrower notified by the Borrower to the Administrative Agent. The Administrative Agent shall, at the request of either the Administrative Agent or the Borrower, request that each Lender make, and each Lender agrees to make, its Loans by wire transfer of immediately available funds in US Dollars into an escrow account in the name of the Administrative Agent, on terms reasonably satisfactory to the Administrative Agent, notified by the Administrative Agent to the Lenders (such escrow account of the Administrative Agent, the “Escrow Account”), by 12:00 noon, New York City time one Business Day before the proposed date of Borrowing set forth in the Borrowing Request. Each Lender authorizes the Administrative Agent to release all amounts deposited by the Lenders into the Escrow Account (such amounts, the “Escrow Funds”) to the Borrower on the Closing Date upon the satisfaction (or waiver in accordance with Section 4.02) of each of the conditions set forth in Section 4.02; provided that, in the event the Closing Date does not occur within two Business Days of the proposed date of Borrowing set forth in the Closing Date Borrowing Request (the “Return Date”), the Escrow Funds shall be returned to the respective Lenders within one Business Day of the Return Date and applied in prepayment of the Loans. The Borrower agrees that interest shall accrue on the Loans from and including the date of the Escrow Funds being deposited in the Escrow Account.

Funding of Borrowing. (a) Each Lender On the date of each Borrowing, upon satisfaction of the applicable conditions set forth in Article V, the Conduit Lenders or the Committed Lenders, as the case may be, shall make available to the Funding Agent in such Lender’s Lender Group at such Funding Agent’s Office the principal amount of such Borrowing (which, in the case of a Borrowing to be funded by the Committed Lenders, shall consist of each Committed Lender remitting its Loan on Lender Group Pro Rata Share of the Closing Date principal amount of such Borrowing) and after receipt by wire transfer such Funding Agent of immediately such funds, such Funding Agent shall make such funds available to Issuer in same day funds by 9:00 a.m.depositing such funds in the Disbursement Account (or, New York City timewith respect to Borrowings made pursuant to Section 1.01(c), to at the account direction of the Administrative Agent most recently designated by it for in the Administrative Agent’s sole discretion, such purpose by notice funds may be applied directly to the Lendersunpaid amounts described in clauses first through eighth of Section 3.03(b); provided, that any such payments for unpaid amounts owed under Section 3.03(b) shall be paid in the priorities outlined in Section 3.03(b)). Advances in connection with Borrowings to fund any FFELP Loan shall be made in an amount not to exceed the outstanding Principal Balance of such Student Loan plus accrued and unpaid interest thereon (to the extent not previously capitalized) plus the Financed Premium Amount with respect to such Student Loan minus, if the Issuer purchased such FFELP Loan at a discount, such discount. Advances in connection with Borrowings to fund any Private Loan that has the benefit of a Private Loan Guarantee Agreement, shall be made in an amount not to exceed the least of (A) the outstanding Principal Balance of such Student Loan at such time, plus accrued and unpaid interest thereon (to the extent not previously capitalized), (B) such Private Loan’s actual amortized purchase price if purchased at a discount by Issuer or (C) the Guaranteed Amount with respect to such Student Loan. Advances in connection with Borrowings to fund any other type of Private Loan shall be made at the sole discretion of the Funding Agents in an amount determined by the unanimous written consent of the Funding Agents after approval of the Student Loan program related to such Private Loan. The Administrative Agent will obligation of each Committed Lender to remit its Lender Group Pro Rata Share of any such Borrowing shall be several from that of each other Committed Lender, and the failure of any Committed Lender to make such Loan amount available to the Borrower by crediting the amounts so received, Funding Agent in like funds by 10:00 a.m., New York City time (or to the extent funds are in the Escrow Account, such earlier time (Committed Lender’s Lender Group shall not earlier than 8:00 a.m., New York City time; provided that the Borrower has directed the Administrative Agent to remit funds from the Escrow Account by 11:00 a.m., New York City time, one Business Day before the proposed date relieve any other Committed Lender of Borrowing set forth in the Borrowing Request) as directed by the Borrower), to an account of the Borrower notified by the Borrower to the Administrative Agent. The Administrative Agent shall, at the request of either the Administrative Agent or the Borrower, request that each Lender make, and each Lender agrees to make, its Loans by wire transfer of immediately available funds in US Dollars into an escrow account in the name of the Administrative Agent, on terms reasonably satisfactory to the Administrative Agent, notified by the Administrative Agent to the Lenders (such escrow account of the Administrative Agent, the “Escrow Account”), by 12:00 noon, New York City time one Business Day before the proposed date of Borrowing set forth in the Borrowing Request. Each Lender authorizes the Administrative Agent to release all amounts deposited by the Lenders into the Escrow Account (such amounts, the “Escrow Funds”) to the Borrower on the Closing Date upon the satisfaction (or waiver in accordance with Section 4.02) of each of the conditions set forth in Section 4.02; provided that, in the event the Closing Date does not occur within two Business Days of the proposed date of Borrowing set forth in the Closing Date Borrowing Request (the “Return Date”), the Escrow Funds shall be returned to the respective Lenders within one Business Day of the Return Date and applied in prepayment of the Loans. The Borrower agrees that interest shall accrue on the Loans from and including the date of the Escrow Funds being deposited in the Escrow Accountobligation hereunder.

Funding of Borrowing. (a) To request the Borrowing, the Borrower shall deliver a written borrowing request, substantially in the form of Annex C hereto (the “Borrowing Request”). The Borrowing Request shall be irrevocable and binding on the Borrower (except in the event of termination of the Acquisition Agreement prior to the Closing Date) and shall be given to the Administrative Agent no later than 8:00 a.m. (New York time) on the Closing Date. (b) Each Lender shall make the Loan to be made by it hereunder from its Loan applicable Lending Office on the Closing Date by wire transfer of immediately available funds by 9:00 a.m., New York City time, in Dollars to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders. The Administrative Agent will make such Loan Loans available to the Borrower by 4:00 p.m. (New York time) by crediting the amounts so received, in like funds by 10:00 a.m.funds, New York City time (or to on the extent funds are in the Escrow Account, such earlier time (not earlier than 8:00 a.m., New York City time; provided that the Borrower has directed the Administrative Agent to remit funds from the Escrow Account by 11:00 a.m., New York City time, one Business Day before the proposed date of Borrowing set forth in the Borrowing Request) as directed by the Borrower), to an account of the Borrower notified by the Borrower to the Administrative Agent. The Administrative Agent shall, at the request of either the Administrative Agent or the Borrower, request that each Lender make, and each Lender agrees to make, its Loans Closing Date by wire transfer of immediately available funds in US Dollars into an escrow account in accordance with the name of the Administrative Agent, on terms reasonably satisfactory to the Administrative Agent, notified by the Administrative Agent to the Lenders (such escrow account of the Administrative Agent, the “Escrow Account”), by 12:00 noon, New York City time one Business Day before the proposed date of Borrowing instructions set forth in the Borrowing Request. (c) Each Lender authorizes may make its Loans through any Lending Office; provided that (i) the making of such Loan through such Lending Office shall not increase the amounts payable by the Borrower under Section 2.11 or 2.13 (unless approved by the Borrower) and (ii) the exercise of this option shall not affect the obligation of the Borrower to repay the Loan in accordance with the terms of this Agreement. (d) Unless the Administrative Agent shall have received notice from a Lender prior to release all amounts deposited by the Lenders into Closing Date that such Lender will not make available to the Escrow Account (Administrative Agent such amountsLender’s share of such Borrowing, the “Escrow Funds”Administrative Agent may assume that such Lender has made such share available on such date in accordance with paragraph (a) of this Section and may, in reliance upon such assumption, make available to the Borrower on the Closing Date upon the satisfaction (or waiver a corresponding principal amount. In such event, if a Lender has not in accordance with Section 4.02) of each fact made its share of the conditions set forth in Section 4.02; provided that, in applicable Borrowing available to the event the Closing Date does not occur Administrative Agent within two five (5) Business Days of from the proposed date of Borrowing set forth in on which the Closing Date Borrowing Request (the “Return Date”), the Escrow Funds shall be returned Administrative Agent made available to the respective Lenders within one Business Day of Borrower the Return Date corresponding principal amount, then the applicable Lender and applied in prepayment of the Loans. The Borrower agrees that to pay to the Administrative Agent forthwith on demand such corresponding principal amount with interest shall accrue on the Loans thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Escrow Federal Funds being deposited Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation or (ii) in the Escrow Accountcase of a payment to be made by the Borrower, the Adjusted LIBO Rate applicable to the relevant Borrowing; provided, that the obligation of the Borrower to pay interest on the corresponding principal amount shall only apply to the extent that the Administrative Agent has not received the payment of interest thereon from the relevant Lender following demand. If both the Borrower and such Lender shall pay interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of interest paid by the Borrower for such period. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in such Borrowing. Any payment by the Borrower hereunder shall be without prejudice to any claim the Borrower may have against a Lender hereunder for failure to fund or thereafter make such payment to the Administrative Agent.

Funding of Borrowing. (a) Each On the date of each Borrowing, upon satisfaction of the applicable conditions set forth in Article V and subject to Section 1.01(a), each Lender shall make remit its Loan on Pro Rata Share of the Closing Date principal amount of such Borrowing to the Agent's Account by wire transfer of immediately available funds by 9:00 a.m., no later than 1:00 p.m. (New York City time) on the Borrowing Date specified or deemed specified in such Borrowing Notice, and the Agent shall upon fulfillment of the applicable conditions set forth in Article V, and to the account of extent the Administrative Agent most recently designated by Lenders have made funds available to it for such purpose by notice to the Lenders. The Administrative Agent will make purpose, fund such Loan available Advance to the Borrower by crediting the amounts so received, in like U.S. Dollars and immediately available funds by 10:00 a.m., New York City time (or to the extent funds are in the Escrow Account, such earlier time Disbursement Account prior to 2:00 p.m. (not earlier than 8:00 a.m., New York City time) on the Borrowing Date specified or deemed specified in such Borrowing Notice; provided provided, that if any Lender (other than a Lender that is the Borrower has directed same entity as the Administrative Agent or an Affiliate of the Agent) fails to remit such funds from to the Escrow Account by 11:00 a.m.Agent in a timely manner, New York City timethe Agent may, one Business Day before but shall not be required to, advance on behalf of any such Lender, such Lender's Pro Rata Share of such Advance on the proposed date applicable Borrowing Date unless such Lender shall have notified the Agent prior to such Borrowing Date that it does not intend to make available its Pro Rata Share of Borrowing set forth in such Advance on such date. If the Borrowing Request) as directed by the Borrower)Agent makes such Advance, to an account each of the Borrower notified by and such defaulting Lender severally, but not jointly, shall be liable to repay the Borrower Agent the amount thereof immediately upon the Agent's demand therefor, together with interest thereon from the date such amount is advanced until repaid in full at a rate equal to, in the case of such Lender, the Base Rate and, in the case of the Borrower, the interest rate applicable to such Advance. Until such amount is repaid to the Administrative Agent. The Administrative Agent shall, at the request of either the Administrative Agent by such Lender or the Borrower, request that each Lender make, and each Lender agrees (i) such Advance shall be deemed for all purposes to make, its Loans by wire transfer of immediately available funds in US Dollars into be an escrow account in the name of the Administrative Agent, on terms reasonably satisfactory to the Administrative Agent, notified Advance made by the Administrative Agent to the Borrower, and the Agent shall for all purposes hereunder be deemed a "Lender" and shall be entitled to all rights, remedies and benefits as such hereunder and under the other Transaction Documents, (ii) the term "Required Lenders" for purposes of this Agreement shall mean Lenders (excluding all Lenders whose failure to fund their Pro Rata Share of any such escrow account Advance has not been cured) then holding at least 50% of the Administrative outstanding Advances (or if no Advances are outstanding at such time, whose aggregate Commitments total more than 50% of the aggregate Commitments of all Lenders), and (iii) any such Lender who has failed to fund its Pro Rata Share of any such Advance shall not be entitled to any Commitment Fee. Upon the repayment of the principal and interest of any such Advance by such Lender to the Agent, such repayment shall be treated (to the “Escrow Account”), by 12:00 noon, New York City time one Business Day before extent of the proposed date principal amount thereof) as the funding of Borrowing set forth in such Lender's Pro Rata Share of the Borrowing RequestAdvances to which such amounts relate. Each Lender authorizes the Administrative Agent to release all amounts deposited No such repayment or payment by the Lenders into the Escrow Account (Borrower shall prejudice its rights in respect of any default by such amountsLender hereunder. The failure of any Lender to fulfill its Commitment to fund any Advance on any Borrowing Date shall not relieve any other Lender of its Commitment to fund any such Advance on such date, the “Escrow Funds”) to the Borrower on the Closing Date upon the satisfaction (or waiver in accordance with Section 4.02) of each of the conditions set forth in Section 4.02; provided that, in the event the Closing Date does not occur within two Business Days of the proposed date of Borrowing set forth in the Closing Date Borrowing Request (the “Return Date”), the Escrow Funds but no Lender shall be returned responsible for the failure of any other Lender to the respective Lenders within one Business Day fulfill such Commitment of the Return Date and applied in prepayment of the Loans. The Borrower agrees that interest shall accrue on the Loans from and including the date of the Escrow Funds being deposited in the Escrow Accountany other Lender.

Funding of Borrowing. (a) To request the Borrowing, the Borrower shall deliver a written borrowing request, substantially in the form of Annex C hereto (the “Borrowing Request”). The Borrowing Request shall be irrevocable and binding on the Borrower (except in the event of termination of the Acquisition Agreement prior to the Closing Date) and shall be given to the Administrative Agent no later than 8:00 a.m. (New York time) on the Closing Date. (b) Each Lender shall make the Loan to be made by it hereunder from its Loan applicable Lending Office on the Closing Date by wire transfer of immediately available funds by 9:00 a.m., New York City time, in Dollars to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders. The Administrative Agent will make such Loan Loans available to the Borrower by 4:00 p.m. (New York time) by crediting the amounts so received, in like funds by 10:00 a.m.funds, New York City time (or to on the extent funds are in the Escrow Account, such earlier time (not earlier than 8:00 a.m., New York City time; provided that the Borrower has directed the Administrative Agent to remit funds from the Escrow Account by 11:00 a.m., New York City time, one Business Day before the proposed date of Borrowing set forth in the Borrowing Request) as directed by the Borrower), to an account of the Borrower notified by the Borrower to the Administrative Agent. The Administrative Agent shall, at the request of either the Administrative Agent or the Borrower, request that each Lender make, and each Lender agrees to make, its Loans Closing Date by wire transfer of immediately available funds in US Dollars into an escrow account in accordance with the name of the Administrative Agent, on terms reasonably satisfactory to the Administrative Agent, notified by the Administrative Agent to the Lenders (such escrow account of the Administrative Agent, the “Escrow Account”), by 12:00 noon, New York City time one Business Day before the proposed date of Borrowing instructions set forth in the Borrowing Request. (c) Each Lender authorizes may make its Loans through any Lending Office; provided that (i) the making of such Loan through such Lending Office shall not increase the amounts payable by the Borrower under Section 2.11 or 2.13 (unless approved by the Borrower) and (ii) the exercise of this option shall not affect the obligation of the Borrower to repay the Loan in accordance with the terms of this Agreement. (d) Unless the Administrative Agent shall have received notice from a Lender prior to release all amounts deposited by the Lenders into Closing Date that such Lender will not make available to the Escrow Account (Administrative Agent such amountsXxxxxx’s share of such Borrowing, the “Escrow Funds”Administrative Agent may assume that such Xxxxxx has made such share available on such date in accordance with paragraph (a) of this Section and may, in reliance upon such assumption, make available to the Borrower on the Closing Date upon the satisfaction (or waiver a corresponding principal amount. In such event, if a Lender has not in accordance with Section 4.02) of each fact made its share of the conditions set forth in Section 4.02; provided that, in applicable Borrowing available to the event the Closing Date does not occur Administrative Agent within two five (5) Business Days of from the proposed date of Borrowing set forth in on which the Closing Date Borrowing Request (the “Return Date”), the Escrow Funds shall be returned Administrative Agent made available to the respective Lenders within one Business Day of Borrower the Return Date corresponding principal amount, then the applicable Lender and applied in prepayment of the Loans. The Borrower agrees that to pay to the Administrative Agent forthwith on demand such corresponding principal amount with interest shall accrue on the Loans thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Escrow Federal Funds being deposited Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation or (ii) in the Escrow Accountcase of a payment to be made by the Borrower, the Adjusted LIBO Rate applicable to the relevant Borrowing; provided, that the obligation of the Borrower to pay interest on the corresponding principal amount shall only apply to the extent that the Administrative Agent has not received the payment of interest thereon from the relevant Lender following demand. If both the Borrower and such Xxxxxx shall pay interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of interest paid by the Borrower for such period. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in such Borrowing. Any payment by the Borrower hereunder shall be without prejudice to any claim the Borrower may have against a Lender hereunder for failure to fund or thereafter make such payment to the Administrative Agent.

Funding of Borrowing. (a) Each Lender shall make its the Loan to be made by it hereunder on the Closing Date by wire transfer of immediately available funds by 9:00 a.m.12:00 noon, New York City time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders. The Administrative Agent will make such Loan Loans available to the Borrower by crediting wire transfer of the amounts so received, in like funds funds, to an account specified by 10:00 a.m.the Borrower by 5:00 p.m., New York City time (or to the extent funds in respect thereof are in the Escrow Account, such earlier time (not earlier than 8:00 a.m., New York City time; provided that the Borrower has directed received by the Administrative Agent reasonably prior to remit funds such time), on the Closing Date. (b) Unless the Administrative Agent shall have received notice from the Escrow Account by 11:00 a.m., New York City time, one Business Day before a Lender prior to the proposed date time of Borrowing set forth in funding on the Borrowing Request) as directed by the Borrower), to an account of the Borrower notified by the Borrower Closing Date that such Lender will not make available to the Administrative Agent. The Administrative Agent shallsuch Lender’s share of the Borrowing, at the request of either the Administrative Agent or may assume that such Lender has made such share available on the BorrowerClosing Date in accordance with paragraph (a) of this Section and may, request that each in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender make, and each Lender agrees to make, has not in fact made its Loans by wire transfer of immediately available funds in US Dollars into an escrow account in the name share of the Administrative Agent, on terms reasonably satisfactory Borrowing available to the Administrative Agent, notified by then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the Closing Date to but excluding the Lenders (such escrow account date of payment to the Administrative Agent, the “Escrow Account”), by 12:00 noon, New York City time one Business Day before the proposed date of Borrowing set forth at (i) in the Borrowing Request. Each Lender authorizes the Administrative Agent to release all amounts deposited by the Lenders into the Escrow Account (case of such amountsLender, the “Escrow Funds”Federal Funds Effective Rate or (ii) to in the Borrower on the Closing Date upon the satisfaction (or waiver in accordance with Section 4.02) of each case of the conditions set forth in Section 4.02; provided thatBorrower, in the event the Closing Date does not occur within two Business Days of the proposed date of Borrowing set forth in the Closing Date Borrowing Request (the “Return Date”), the Escrow Funds shall be returned to the respective Lenders within one Business Day of the Return Date and applied in prepayment of the Loans. The Borrower agrees that interest shall accrue on the Loans from and including the date of the Escrow Funds being deposited in the Escrow Account.the

Funding of Borrowing. (a) Each Lender shall make its each Loan to be made by it hereunder on the Closing Date proposed date thereof by wire transfer of immediately available funds by 9:00 a.m.12:00 Noon, New York City time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders. The Administrative Agent will make such Loan Loans available to the Borrower Borrowers by promptly crediting the amounts so received, in like funds by 10:00 a.m.funds, to an account of the Borrowers maintained with the Administrative Agent in New York City time (or to and designated by the extent funds are Borrowers in the Escrow Account, such earlier time (not earlier than 8:00 a.m., New York City time; provided that the Borrower has directed applicable Borrowing Request. Unless the Administrative Agent shall have received notice from a Lender prior to remit funds from the Escrow Account proposed date of any Borrowing (or, in the case of any ABR Borrowing for which notice of such Borrowing has been given by 11:00 a.m.the Borrowers on the proposed date of such Borrowing in accordance with Section 2.03, prior to 1:00 p.m., New York City time, one Business Day before the proposed date of Borrowing set forth in the Borrowing Requeston such date) as directed by the Borrower), to an account of the Borrower notified by the Borrower that such Lender will not make available to the Administrative Agent. The Administrative Agent shallsuch Lender’s share of such Borrowing, at the request of either the Administrative Agent or may assume that such Lender has made such share available on such date in accordance with paragraph (a) of this Section and may, in reliance upon such assumption and in its sole discretion, make available to the BorrowerBorrowers a corresponding amount. In such event, request that each if a Lender make, and each Lender agrees to make, has not in fact made its Loans by wire transfer of immediately available funds in US Dollars into an escrow account in the name share of the Administrative Agent, on terms reasonably satisfactory applicable Borrowing available to the Administrative Agent, notified by then the applicable Lender and the Borrowers severally agree to pay to the Administrative Agent to the Lenders (forthwith on demand such escrow account of the Administrative Agentcorresponding amount with interest thereon, the “Escrow Account”), by 12:00 noon, New York City time one Business Day before the proposed date of Borrowing set forth in the Borrowing Request. Each Lender authorizes the Administrative Agent to release all amounts deposited by the Lenders into the Escrow Account (such amounts, the “Escrow Funds”) to the Borrower on the Closing Date upon the satisfaction (or waiver in accordance with Section 4.02) of for each of the conditions set forth in Section 4.02; provided that, in the event the Closing Date does not occur within two Business Days of the proposed date of Borrowing set forth in the Closing Date Borrowing Request (the “Return Date”), the Escrow Funds shall be returned to the respective Lenders within one Business Day of the Return Date and applied in prepayment of the Loans. The Borrower agrees that interest shall accrue on the Loans day from and including the date such amount is made available to the Borrowers to but excluding the date of payment to the Administrative Agent, at (i) in the case of such Lender, the greater of the Escrow Federal Funds being deposited Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation or (ii) in the Escrow Account.case of the Borrowers, the interest rate applicable to