Common use of Funds for Loans Clause in Contracts

Funds for Loans. (a) Not later than 1:00 p.m. (Cleveland time) on the proposed Drawdown Date of any Revolving Credit Loans, each of the Lenders, will make available to the Agent, at the Agent’s Head Office, in immediately available funds, the amount of such Lender’s Commitment Percentage of the amount of the requested Loans which may be disbursed pursuant to §2.1. Upon receipt from each such Lender of such amount, and upon receipt of the documents required by §§10 and 11 and the satisfaction of the other conditions set forth therein, to the extent applicable, the Agent will make available to the Borrower the aggregate amount of such Revolving Credit Loans made available to the Agent by the Lenders, as applicable, by crediting such amount to the account of the Borrower maintained at the Agent’s Head Office. The failure or refusal of any Lender to make available to the Agent at the aforesaid time and place on any Drawdown Date the amount of its Commitment Percentage of the requested Loans shall not relieve any other Lender from its several obligation hereunder to make available to the Agent the amount of such other Lender’s Commitment Percentage of any requested Loans, including any additional Revolving Credit Loans that may be requested subject to the terms and conditions hereof to provide funds to replace those not advanced by the Lender so failing or refusing. (b) Unless the Agent shall have been notified by any Lender prior to the applicable Drawdown Date that such Lender will not make available to the Agent such Lender’s Commitment Percentage of a proposed Loan, the Agent may in its discretion assume that such Lender has made such Loan available to the Agent in accordance with the provisions of this Agreement and the Agent may, if it chooses, in reliance upon such assumption make such Loan available to the Borrower, and such Lender shall be liable to the Agent for the amount of such advance. If such Lender does not pay such corresponding amount upon the Agent’s demand therefor, the Agent will promptly notify the Borrower, and the Borrower shall promptly pay such corresponding amount to the Agent. The Agent shall also be entitled to recover from the Lender or the 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 Agent to the Borrower to the date such corresponding amount is recovered by the Agent at a per annum rate equal to (i) from the Borrower at the applicable rate for such Loan or (ii) from a Lender at the Federal Funds Effective Rate plus one percent (1%).

Funds for Loans. (a) Not Subject to §2.5 and other provisions of this Agreement, not later than 1:00 p.m. (Cleveland Boston time) on the proposed Drawdown Borrowing Date of any Revolving Credit Loans, each of the Lenders, Lenders will make available to the Agent, at the Agent’s Head Office, in immediately available funds, the amount of such Lender’s Commitment Percentage of the amount of the requested Loans which may be disbursed pursuant to §2.1Loans. Upon receipt from each such Lender of such amount, and upon receipt of the documents required by §§10 and or 11 (whichever is applicable) and the satisfaction of the other conditions set forth therein, to the extent applicable, the Agent will make available to the Borrower the aggregate amount of such Revolving Credit Loans made available to the Agent by the Lenders, as applicable, by crediting such amount to the account of the Borrower maintained at the Agent’s Head Office. The failure or refusal of any Lender to make available to the Agent at the aforesaid time and place on any Drawdown Borrowing Date the amount of its Commitment Percentage of the requested Loans shall not relieve any other Lender from its several obligation hereunder to make available to the Agent the amount of such other Lender’s Commitment Percentage of any requested Loans, including Loans but shall not obligate any additional Revolving Credit other Lender or Agent to fund more than its Commitment Percentage of the requested Loans that may be requested subject or to the terms and conditions hereof to provide funds to replace those not advanced by the Lender so failing or refusingincrease its Commitment Percentage. (b) Unless The Agent may, unless notified to the Agent shall have been notified contrary by any Lender prior to the applicable Drawdown Date a Borrowing Date, assume that such Lender will not make has made available to the Agent on such Borrowing Date the amount of such Lender’s Commitment Percentage of a proposed Loanthe Loans to be made on such Borrowing Date, and the Agent may in its discretion assume that such Lender has made such Loan available to the Agent in accordance with the provisions of this Agreement and the Agent may, if (but it choosesshall not be required to), in reliance upon such assumption assumption, make such Loan available to the BorrowerBorrower a corresponding amount. If any Lender makes available to the Agent such amount on a date after such Borrowing Date, and such Lender shall be liable pay to the Agent on demand an amount equal to the product of (i) the average computed for the period referred to in clause (iii) below, of the weighted average interest rate paid by the Agent for federal funds acquired by the Agent during each day included in such period, times (ii) the amount of such advance. If Lender’s Commitment Percentage of such Lender does not pay Loans, times (iii) a fraction, the numerator of which is the number of days or portion thereof that elapsed from and including such corresponding Borrowing Date to the date on which the amount upon of such Lender’s Commitment Percentage of such Loans shall become immediately available to the Agent’s demand therefor, the Agent will promptly notify the Borrower, and the Borrower denominator of which is 365. A statement of the Agent submitted to such Lender with respect to any amounts owing under this paragraph shall promptly pay such corresponding be prima facie evidence of the amount due and owing to the Agent. The Agent shall also be entitled to recover from the Lender or the Borrower, as the case may be, interest on by such corresponding amount in respect of each day from the date such corresponding amount was made available by the Agent to the Borrower to the date such corresponding amount is recovered by the Agent at a per annum rate equal to (i) from the Borrower at the applicable rate for such Loan or (ii) from a Lender at the Federal Funds Effective Rate plus one percent (1%)Lender.

Funds for Loans. (a) Not later than 1:00 p.m. 11:00 a.m. (Cleveland Boston time) on the proposed Drawdown Date of any Revolving Credit Loans (other than Swing Loans), each of the Lenders, Banks will make available to the Agent, at the Agent’s 's Head Office, in immediately available funds, the amount of such Lender’s Bank's Commitment Percentage of the amount of the requested Loans which may be disbursed pursuant to §Section 2.1. Upon receipt from each such Lender Bank of such amount, and upon receipt of the documents required by §§Section 10 and Section 11 and the satisfaction of the other conditions set forth therein, to the extent applicable, the Agent will make available to the Borrower the aggregate amount of such Revolving Credit Loans made available to the Agent by the Lenders, as applicable, Banks by crediting such amount to the account of the Borrower maintained at the Agent’s 's Head Office. The failure or refusal of any Lender Bank to make available to the Agent at the aforesaid time and place on any Drawdown Date the amount of its Commitment Percentage of the requested Loans shall not relieve any other Lender Bank from its several obligation hereunder to make available to the Agent the amount of such other Lender’s Bank's Commitment Percentage of any requested Loans, including any additional Revolving Credit Loans that may be requested subject to the terms and conditions hereof to provide funds to replace those not advanced by the Lender Bank so failing or refusing. (b) Unless , provided that the Borrower may by notice received by the Agent shall have been notified by any Lender prior to no later than the applicable Drawdown Date that such Lender will refuse to accept any Loan which is not make available to the Agent such Lender’s Commitment Percentage of a proposed Loan, the Agent may in its discretion assume that such Lender has made such Loan available to the Agent fully funded in accordance with the provisions of this Agreement and the Agent may, if it chooses, in reliance upon such assumption make such Borrower's Loan available Request subject to the Borrower, and such Lender shall be liable to the Agent for the amount terms of such advance. If such Lender does not pay such corresponding amount upon the Agent’s demand therefor, the Agent will promptly notify the Borrower, and the Borrower shall promptly pay such corresponding amount to the Agent. The Agent shall also be entitled to recover from the Lender or the 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 Agent to the Borrower to the date such corresponding amount is recovered by the Agent at a per annum rate equal to (i) from the Borrower at the applicable rate for such Loan or (ii) from a Lender at the Federal Funds Effective Rate plus one percent (1%)Section 2.

Funds for Loans. (a) Not later than 1:00 12:00 p.m. (Cleveland time) on the proposed Drawdown Date of any Revolving Credit Loans, each of the Lenders, Lenders will make available to the Agent, at the Agent’s Head Office, in immediately available funds, the amount of such Lender’s Commitment Percentage of the amount of the requested Revolving Credit Loans which may be disbursed pursuant to §2.1. Upon receipt from each such Lender of such amount, and upon receipt of the documents required by §§10 and §11 and the satisfaction of the other conditions set forth therein, to the extent applicable, the Agent will make available to the Borrower the aggregate amount of such Revolving Credit Loans made available to the Agent by the Lenders, as applicable, as instructed by crediting such amount to Borrower not later than 1:00 p.m. (Cleveland time) on the account proposed Drawdown Date of the Borrower maintained at the Agent’s Head Officeany Revolving Credit Loans. The failure or refusal of any Lender to make available to the Agent at the aforesaid time and place on any Drawdown Date the amount of its Commitment Percentage of the requested Revolving Credit Loans shall not relieve any other Lender from its several obligation hereunder to make available to the Agent the amount of such other Lender’s Commitment Percentage of any requested Loans, including any additional Revolving Credit Loans that may be requested subject to the terms and conditions hereof to provide funds to replace those not advanced by the Lender so failing or refusingLoans. (b) Unless the Agent shall have been notified by any Lender prior to the applicable Drawdown Date that such Lender will not make available to the Agent such Lender’s Commitment Percentage of a proposed Loan, the Agent may in its discretion assume that such Lender has made such Loan available to the Agent in accordance with the provisions of this Agreement and the Agent may, if it chooses, in reliance upon such assumption make such Loan available to the Borrower, and such Lender shall be liable to the Agent for the amount of such advance. If such Lender does not pay such corresponding amount upon the Agent’s demand therefor, the Agent will promptly notify the Borrower, and the Borrower shall promptly pay such corresponding amount to the Agent. The Agent shall also be entitled to recover from the Lender or the 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 Agent to the Borrower to the date such corresponding amount is recovered by the Agent at a per annum rate equal to (i) from the Borrower at the applicable rate for such Loan or (ii) from a Lender at the Federal Funds Effective Rate plus one percent (1%).

Funds for Loans. (a) Not later than 1:00 2:00 p.m. (Cleveland time) on the proposed Drawdown Date of any Revolving Credit Loans other than Swing Line Loans, each of the Lenders, Lenders will make available to the Agent, at the Agent’s Head Office, in immediately available funds, the amount of such Lender’s Commitment Percentage of the amount of the requested Loans which may be disbursed pursuant to §2.1. Upon receipt from each such Lender of such amount, and upon receipt of the documents required by §10 (in the case of Loans to be made on the Closing Date only) and §10 and 11 and the satisfaction of the other conditions set forth therein, to the extent applicable, the Agent will make available to the Borrower the aggregate amount of such Revolving Credit Loans made available to the Agent by the Lenders, as applicable, Lenders by crediting such amount to the account of the Borrower maintained at the Agent’s Head Office. The failure or refusal of any Lender to make available to the Agent at the aforesaid time and place on any Drawdown Date the amount of its Commitment Percentage of the requested Loans shall not relieve any other Lender from its several obligation hereunder to make available to the Agent the amount of such other Lender’s Commitment Percentage of any requested Loans, including any additional Revolving Credit Loans that may be requested subject to the terms and conditions hereof to provide funds to replace those not advanced by the Lender so failing or refusing. In the event of any such failure or refusal, the Lenders not so failing or refusing shall be entitled to a priority secured position as against the Lender or Lenders so failing or refusing to make available to Borrower the amount of its or their Commitment Percentage for such Loans as provided in §12.4. (b) Unless the Agent shall have been notified by any Lender prior to the applicable Drawdown Date that such Lender will not make available to the Agent such Lender’s Commitment Percentage of a proposed Loan, the Agent may in its discretion assume that such Lender has made such Loan available to the Agent in accordance with the provisions of this Agreement and the Agent may, if it chooses, in reliance upon such assumption make such Loan available to the Borrower, and such Lender shall be liable to the Agent for the amount of such advance. If such Lender does not pay such corresponding amount upon the Agent’s demand therefor, the Agent will promptly notify the Borrower, and the Borrower shall promptly pay such corresponding amount to the Agent. The Agent shall also be entitled to recover from the Lender or the 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 Agent to the Borrower to the date such corresponding amount is recovered by the Agent at a per annum rate equal to (i) from the Borrower at the applicable rate for such Loan or (ii) from a Lender at the Federal Funds Effective Rate plus one percent (1%)Rate.

Funds for Loans. (a) Not later than 1:00 p.m. 11:00 a.m. (Cleveland time) on the proposed Drawdown Date of any Revolving Credit Loans or Term Loans, each of the LendersRevolving Credit Banks or Term Loan Banks, as applicable, will make available to the Agent, at the Agent’s Head Office, in immediately available funds, the amount of such LenderBank’s Commitment Percentage of the amount of the requested Loans which may be disbursed pursuant to §2.12.1 or §2.2, as applicable. Upon receipt from each such Lender Bank of such amount, and upon receipt of the documents required by §§10 and §11 and the satisfaction of the other conditions set forth therein, to the extent applicable, the Agent will make available to the Borrower the aggregate amount of such Revolving Credit Loans or Term Loans, as applicable, made available to the Agent by the LendersRevolving Credit Banks or Term Loan Banks, as applicable, by crediting such amount to the account of the Borrower maintained at the Agent’s Head OfficeOffice or by transferring such amount to an account designated by Borrower. The failure or refusal of any Lender Revolving Credit Bank or Term Loan Bank to make available to the Agent at the aforesaid time and place on any Drawdown Date the amount of its Commitment Percentage of the requested Loans shall not relieve any other Lender Revolving Credit Bank or Term Loan Bank from its several obligation hereunder to make available to the Agent the amount of such other LenderBank’s Commitment Percentage of any requested Loans, including any additional Revolving Credit Loans that may be requested subject to the terms and conditions hereof to provide funds to replace those not advanced by the Lender Revolving Credit Bank so failing or refusing. The Borrower may by notice received by the Agent no later than the Drawdown Date refuse to accept any Revolving Credit Loan which is not fully funded in accordance with the Borrower’s Loan Request subject to the terms of §2.5. In the event of any such failure or refusal, the Banks not so failing or refusing shall be entitled to a priority position as against the Bank or Banks so failing or refusing for such Loans as provided in §12.5. (b) Unless the Agent shall have been notified by any Lender Bank prior to the applicable Drawdown Date that such Lender Bank will not make available to the Agent such LenderBank’s Commitment Percentage pro rata share of a proposed Loan, the Agent may in its discretion assume that such Lender Bank has made such share of the proposed Loan available to the Agent in accordance with the provisions of this Agreement and the Agent may, if it chooses, in reliance upon such assumption make such Loan available to the Borrower, and such Lender Bank shall be liable to the Agent for the amount of such advance. If such Lender Bank does not pay such corresponding amount upon the Agent’s demand therefor, the Agent will promptly notify the Borrower, and the Borrower shall promptly pay such corresponding amount to the Agent. The Agent shall also be entitled to recover from the Lender Bank or the 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 Agent to the Borrower to the date such corresponding amount is recovered by the Agent at a per annum rate equal to (i) from the Borrower at the applicable rate for such Loan or (ii) from a Lender Bank at the Federal Funds Effective Rate plus one percent (1%)Rate.

Funds for Loans. (a) Not later than 1:00 p.m. noon (Cleveland Eastern time) on the proposed Drawdown Date of any Revolving Credit LoansLoans of any Class, each of the Lenders, Lenders of the applicable Class will make available to the Agent, at the Agent’s Head Office, in immediately available funds, the amount of such Lender’s Commitment Percentage Applicable Percentage, of the amount of the requested Loans which may be disbursed pursuant to §2.12.1 or §2.2. Upon receipt from each such Lender of such amount, and upon receipt of the documents required by §§10 and §11 and the satisfaction of the other conditions set forth therein, therein to the extent applicable, the Agent will make available to the Borrower the aggregate amount of such Revolving Credit Loans made available to the Agent by the Lenders, as applicable, Lenders of the applicable Class by crediting such amount to the account of the Borrower maintained at the Agent’s Head OfficeOffice or wiring such funds in accordance with Borrower’s written instructions. The failure or refusal of any Lender to make available to the Agent at the aforesaid time and place on any Drawdown Date the amount of its Commitment Percentage Applicable Percentage, of the requested Loans shall not relieve any other Lender of the applicable Class from its several obligation hereunder to make available to the Agent the amount of such other Lender’s Commitment Percentage Applicable Percentage, of any requested Loans, including any additional Revolving Credit Loans that may be requested subject to the terms and conditions hereof to provide funds to replace those not advanced by the Lender so failing or refusing. (b) Unless the Agent shall have been notified by any Lender of any Class prior to the applicable Drawdown Date that such Lender will not make available to the Agent such Lender’s Commitment Percentage Applicable Percentage, of a proposed Loan, the Agent may in its discretion assume that such Lender has made such Loan available to the Agent in accordance with the provisions of this Agreement and the Agent may, if it chooses, in reliance upon such assumption make such Loan available to the Borrower, and such Lender shall be liable to the Agent for the amount of such advance. If such Lender does not pay such corresponding amount upon the Agent’s demand therefor, the Agent will promptly notify the Borrower, and the Borrower shall promptly pay such corresponding amount to the Agent. The Agent shall also be entitled to recover from the Lender or the BorrowerBorrower (without duplication), 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 Agent to the Borrower to the date such corresponding amount is recovered by the Agent at a per annum rate equal to (i) from the Borrower at the applicable rate for such Loan or (ii) from a Lender at the Federal Funds Effective Rate plus one percent (1%)Rate.

Funds for Loans. (a) Not later than 1:00 p.m. (Cleveland time) on the proposed Drawdown Date of any Revolving Credit Loans, each of the Lenders, Lenders will make available to the Agent, at the Agent’s Head Office, in immediately available funds, the amount of such Lender’s Commitment Percentage of the amount of the requested Loans which may be disbursed pursuant to §2.1. Upon receipt from each such Lender of such amount, and upon receipt of the documents required by §§10 and 11 11, §2.11 (if applicable) and the satisfaction of the other conditions set forth therein, to the extent applicable, the Agent will make available to the Borrower the aggregate amount of such Revolving Credit Loans made available to the Agent by the Lenders, as applicable, by crediting such amount to the account of the Borrower maintained at the Agent’s Head Office. The failure or refusal of any Lender to make available to the Agent at the aforesaid time and place on any Drawdown Date the amount of its applicable Commitment Percentage of the requested Loans shall not relieve any other Lender from its several obligation hereunder to make available to the Agent the amount of such other Lender’s applicable Commitment Percentage of any requested Loans, including any additional Revolving Credit Loans that may be requested subject to the terms and conditions hereof to provide funds to replace those not advanced by the Lender so failing or refusing. (b) Unless the Agent shall have been notified by any Lender prior to the applicable Drawdown Date that such Lender will not make available to the Agent such Lender’s Commitment Percentage of a proposed Loan, the Agent may in its discretion assume that such Lender has made such Loan available to the Agent in accordance with the provisions of this Agreement and the Agent may, if it chooses, in reliance upon such assumption make such Loan available to the Borrower, and such Lender shall be liable to the Agent for the amount of such advance. If such Lender does not pay such corresponding amount upon the Agent’s demand therefor, the Agent will promptly notify the Borrower, and the Borrower shall promptly pay such corresponding amount to the Agent. The Agent shall also be entitled to recover from the Lender or the 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 Agent to the Borrower to the date such corresponding amount is recovered by the Agent at a per annum rate equal to (i) from the Borrower at the applicable rate for such Loan or (ii) from a Lender at the Federal Funds Effective Rate plus one percent (1%).

Funds for Loans. (a) Not later than 1:00 p.m. 11:00 a.m. (Cleveland New York time) on the proposed Drawdown Date of any Revolving Credit the Term Loans, each of the LendersTerm Loan Banks, as applicable, will make available to the Agent, at the Agent’s Head Office, in immediately available funds, the amount of such LenderBank’s Commitment Percentage of the amount of the requested Loans which may be disbursed pursuant to §2.12.2. Upon receipt from each such Lender Bank of such amount, and upon receipt of the documents required by §§10 and §11 and the satisfaction of the other conditions set forth therein, to the extent applicable, the Agent will make available to the Borrower the aggregate amount of such Revolving Credit Loans Term Loans, made available to the Agent by the Lenders, as applicableTerm Loan Banks, by crediting such amount to the account of the Borrower maintained at the Agent’s Head OfficeOffice or by transferring such amount to an account designated by Borrower. The failure or refusal of any Lender Term Loan Bank to make available to the Agent at the aforesaid time and place on any Drawdown Date the amount of its Commitment Percentage of the requested Loans shall not relieve any other Lender Term Loan Bank from its several obligation hereunder to make available to the Agent the amount of such other LenderBank’s Commitment Percentage of any requested Loans, including any additional Revolving Credit Loans that may be requested subject . Agent shall notify each of the Term Loan Banks no later than 2:00 p.m. (New York time) one (1) Business Day prior to the terms and conditions hereof proposed Drawdown Date of such Bank’s Commitment Percentage of the amount of the requested Loans which will be made available by such Bank to provide funds to replace those not advanced by the Lender so failing or refusingAgent on the Drawdown Date. (b) Unless the Agent shall have been notified by any Lender Bank prior to the applicable Drawdown Date that such Lender Bank will not make available to the Agent such LenderBank’s Commitment Percentage pro rata share of a proposed Loan, the Agent may in its discretion assume that such Lender Bank has made such share of the proposed Loan available to the Agent in accordance with the provisions of this Agreement and the Agent may, if it chooses, in reliance upon such assumption make such Loan available to the Borrower, and such Lender Bank shall be liable to the Agent for the amount of such advance. If such Lender Bank does not pay such corresponding amount upon the Agent’s demand therefor, the Agent will promptly notify the Borrower, and the Borrower shall promptly pay such corresponding amount to the Agent. The Agent shall also be entitled to recover from the Lender Bank or the 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 Agent to the Borrower to the date such corresponding amount is recovered by the Agent at a per annum rate equal to (i) from the Borrower at the applicable rate for such Loan or (ii) from a Lender Bank at the Federal Funds Effective Rate plus one percent (1%)Rate.

Funds for Loans. (a) Not Subject to the other provisions of this §2, not later than 1:00 12:00 p.m. (Cleveland New York City time) on the proposed Drawdown Date of any Revolving Credit LoansLoan, each of the Lenders, Lenders will make available to the Administrative Agent, at the Administrative Agent’s Head Office, in immediately available funds, the amount of such Lender’s Commitment Percentage of the amount of the requested Loans which may be disbursed pursuant Loan; provided that each Lender shall provide notice to §2.1the Administrative Agent of its intent not to make available its Commitment Percentage of any requested Loan as soon as possible after receipt of any Completed Loan Request, and in any event not later than 4:00 p.m. (New York City time) on (x) the Business Day prior to the Drawdown Date of any requested Alternate Base Rate Loan and (y) the third Business Day prior to the Drawdown Date of any requested LIBOR Rate Loan. Upon receipt from each such Lender of such amount, and upon receipt of the documents required by §§10 and 11 and the satisfaction of the other conditions set forth therein, to the extent applicable, the Administrative Agent will make available to the Borrower Borrower, in the Borrower’s account with the Administrative Agent or as otherwise directed to the Administrative Agent by the Borrower, the aggregate amount of such Revolving Credit Loans Loan made available to the Administrative Agent by the Lenders, as applicable, ; all such funds received by crediting such amount the Administrative Agent by the times set forth above will be made available to the account of Borrower not later than 2:00 p.m. on the same Business Day. Funds received after such time will be made available by not later than 12:00 p.m. on the next Business Day. The Administrative Agent hereby agrees to promptly provide the Borrower maintained at with a statement confirming the Agent’s Head Officeparticulars of each LIBOR Rate Loan, in reasonable detail, when each such Loan is made. The failure or refusal of any Lender to make available to the Administrative Agent at the aforesaid time and place on any Drawdown Date the amount of its Commitment Percentage of the requested Loans Loan shall not relieve any other Lender from its several obligation hereunder to make available to the Administrative Agent the amount of such other Lender’s its Commitment Percentage of any requested Loans, including Loan but in no event shall the Administrative Agent (in its capacity as Administrative Agent) have any additional Revolving Credit Loans that may obligation to make any funding or shall any Lender be obligated to fund more than its Commitment Percentage of the requested subject Loan or to the terms and conditions hereof to provide funds to replace those not advanced by the Lender so failing increase its Commitment Percentage on account of such failure or refusingotherwise. (b) Unless The Administrative Agent may, unless notified to the Agent shall have been notified contrary by any Lender prior to the applicable a Drawdown Date Date, assume that such Lender will not make has made available to the Administrative Agent on such Drawdown Date the amount of such Lender’s Commitment Percentage of a proposed Loanthe Loan to be made on such Drawdown Date, and the Administrative Agent may in its discretion assume that such Lender has made such Loan available to the Agent in accordance with the provisions of this Agreement and the Agent may, if (but it choosesshall not be required to), in reliance upon such assumption assumption, make such Loan available to the BorrowerBorrower a corresponding amount. If any Lender makes available to the Administrative Agent such amount on a date after such Drawdown Date, and such Lender shall be liable pay to the Administrative Agent on demand an amount equal to the product of (i) the average, computed for the period referred to in clause (iii) below, of the weighted average interest rate paid by the Administrative Agent for federal funds acquired by the Administrative Agent during each day included in such period, multiplied by (ii) the amount of such advance. If Lender’s Commitment Percentage of such Lender does not pay such corresponding amount upon the Agent’s demand thereforLoan, multiplied by (iii) a fraction, the Agent will promptly notify numerator of which is the Borrowernumber of days that elapsed from and including such Drawdown Date to the date on which the amount of such Lender’s Commitment Percentage of such Loan shall become immediately available to the Administrative Agent, and the Borrower shall promptly pay such corresponding amount to the Agent. The Agent shall also be entitled to recover from the Lender or the Borrower, as the case may be, interest on such corresponding amount in respect denominator of each day from the date such corresponding amount was made available by the Agent to the Borrower to the date such corresponding amount is recovered by the Agent at a per annum rate equal to (i) from the Borrower at the applicable rate for such Loan or (ii) from a Lender at the Federal Funds Effective Rate plus one percent (1%).which is

Funds for Loans. (a) Not later than 1:00 2:00 p.m. (Cleveland Boston, Massachusetts time) on the proposed Drawdown Date of any Revolving Credit LoansLoan, each of the Lenders, Lenders will make available to the Administrative Agent, at the Administrative Agent’s 's Head Office, in immediately available funds, the amount of such Lender’s 's Commitment Percentage of the amount of the requested Loans which may be disbursed pursuant to §2.1Loans. Upon receipt from each such Lender of such amount, and upon receipt of the documents required by §§10 (i) ss.ss.11 and 11 12 in the case of initial Loans, and (ii) ss.12 for all other Loans, and the satisfaction of the other conditions set forth therein, to the extent applicable, the Administrative Agent will make available to the Borrower Borrowers the aggregate amount of such Revolving Credit Loans made available to the Administrative Agent by the Lenders, as applicable, by crediting such amount to the account of the Borrower maintained at the Agent’s Head Office. The failure or refusal of any Lender to make available to the Administrative Agent at the aforesaid time and place on any Drawdown Date the amount of its such Lender's Commitment Percentage of the requested Loans shall not relieve any other Lender from its several obligation hereunder to make available to the Administrative Agent the amount of such other Lender’s 's Commitment Percentage of any requested Loans. The Administrative Agent may, including any additional Revolving Credit Loans that may be requested subject unless notified to the terms and conditions hereof to provide funds to replace those not advanced by the Lender so failing or refusing. (b) Unless the Agent shall have been notified contrary by any Lender prior to the applicable a Drawdown Date that such Lender will not make available to the Agent such Lender’s Commitment Percentage of a proposed LoanDate, the Agent may in its discretion assume that such Lender has made such Loan available to the Administrative Agent in accordance with on such Drawdown Date the provisions amount of this Agreement such Lender's Commitment Percentage of the Loans to be made on such Drawdown Date, and the Administrative Agent may, if may (but it choosesshall not be required to), in reliance upon such assumption assumption, make such Loan available to the BorrowerBorrowers a corresponding amount. If any Lender makes available to the Administrative Agent such amount on a date after such Drawdown Date, and such Lender shall be liable pay to the Administrative Agent on demand an amount equal to the product of (i) the average, computed for the period referred to in clause (iii) below, of the weighted average interest rate paid by the Administrative Agent for federal funds acquired by the Administrative Agent during each day included in such period, times (ii) the amount of such advance. If Lender's Commitment Percentage of such Lender does not pay such corresponding amount upon the Agent’s demand thereforLoans, times (iii) a fraction, the Agent will promptly notify numerator of which is the Borrowernumber of days that elapse from and including such Drawdown Date to the date on which the amount of such Lender's Commitment Percentage of such Loans shall become immediately available to the Administrative Agent, and the Borrower denominator of which is 365. A statement of the Administrative Agent submitted to such Lender with respect to any amounts owing under this paragraph shall promptly pay such corresponding be prima facie evidence of the amount due and owing to the AgentAdministrative Agent by such Lender. The If the amount of such Lender's Commitment Percentage of such Loans is not made available to the Administrative Agent by such Lender within three (3) Business Days following such Drawdown Date, the Administrative Agent shall also be entitled to recover such amount from the Lender or Borrowers on demand, with interest thereon at the Borrower, as rate per annum applicable to the case may be, interest Loans made on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Agent to the Borrower to the date such corresponding amount is recovered by the Agent at a per annum rate equal to (i) from the Borrower at the applicable rate for such Loan or (ii) from a Lender at the Federal Funds Effective Rate plus one percent (1%)Drawdown Date.

Funds for Loans. (a) Not Subject to §2.5 and other provisions of this Agreement, not later than 1:00 p.m. (Cleveland time) on the proposed Drawdown Borrowing Date of any Revolving Credit Loans, each of the Lenders, Lenders will make available to the Agent, at the Agent’s Head Office, in immediately available funds, the amount of such Lender’s Commitment Percentage of the amount of the requested Loans which may be disbursed pursuant to §2.1Loans. Upon receipt from each such Lender of such amount, and upon receipt of the documents required by §§10 and or 11 (whichever is applicable) and the satisfaction of the other conditions set forth therein, to the extent applicable, the Agent will make available to the Borrower the aggregate amount of such Revolving Credit Loans made available to the Agent by the Lenders, as applicable, by crediting such amount to the account of the Borrower maintained at the Agent’s Head Office. The failure or refusal of any Lender to make available to the Agent at the aforesaid time and place on any Drawdown Borrowing Date the amount of its Commitment Percentage of the requested Loans shall not relieve any other Lender from its several obligation hereunder to make available to the Agent the amount of such other Lender’s Commitment Percentage of any requested Loans, including Loans but shall not obligate any additional Revolving Credit other Lender or Agent to fund more than its Commitment Percentage of the requested Loans that may be requested subject or to the terms and conditions hereof to provide funds to replace those not advanced by the Lender so failing or refusingincrease its Commitment Percentage. (b) Unless The Agent may, unless notified to the Agent shall have been notified contrary by any Lender prior to the applicable Drawdown Date a Borrowing Date, assume that such Lender will not make has made available to the Agent on such Borrowing Date the amount of such Lender’s Commitment Percentage of a proposed Loanthe Loans to be made on such Borrowing Date, and the Agent may in its discretion assume that such Lender has made such Loan available to the Agent in accordance with the provisions of this Agreement and the Agent may, if (but it choosesshall not be required to), in reliance upon such assumption assumption, make such Loan available to the BorrowerBorrower a corresponding amount. If any Lender makes available to the Agent such amount on a date after such Borrowing Date, and such Lender shall be liable pay to the Agent on demand an amount equal to the product of (i) the average computed for the period referred to in clause (iii) below, of the weighted average interest rate paid by the Agent for federal funds acquired by the Agent during each day included in such period, times (ii) the amount of such advance. If Lender’s Commitment Percentage of such Lender does not pay Loans, times (iii) a fraction, the numerator of which is the number of days or portion thereof that elapsed from and including such corresponding Borrowing Date to the date on which the amount upon of such Lender’s Commitment Percentage of such Loans shall become immediately available to the Agent’s demand therefor, the Agent will promptly notify the Borrower, and the Borrower denominator of which is 365. A statement of the Agent submitted to such Lender with respect to any amounts owing under this paragraph shall promptly pay such corresponding be prima facie evidence of the amount due and owing to the Agent. The Agent shall also be entitled to recover from the Lender or the Borrower, as the case may be, interest on by such corresponding amount in respect of each day from the date such corresponding amount was made available by the Agent to the Borrower to the date such corresponding amount is recovered by the Agent at a per annum rate equal to (i) from the Borrower at the applicable rate for such Loan or (ii) from a Lender at the Federal Funds Effective Rate plus one percent (1%)Lender.

Funds for Loans. (a) Not later than 1:00 p.m. (Cleveland time) on the proposed Drawdown Date of any Revolving Credit LoansLoans or Term Loans denominated in Dollars, each of the applicable Revolving Credit Lenders or Term Loan Lenders, as applicable, will make available to the Agent, at the Agent’s Head Office, in immediately available fundsSame Day Funds in the applicable Currency, the amount of such Lender’s applicable Commitment Percentage of the amount of the requested Loans which may be disbursed pursuant to §2.12.1 or §2.2, as applicable. In the case of a borrowing denominated in an Alternative Currency, each of the applicable Revolving Credit Lenders or Term Loan Lenders, as applicable, will make available to the Agent, at the Agent’s Head Office, in Same Day Funds in the applicable Currency not later than the Applicable Time specified by the Agent on the Business Day specified in the applicable Loan Request. A Lender at its option may, upon reasonable prior notice to Agent, make a LIBOR Rate Loan by causing any U.S. or non-U.S. branch or Affiliate of such Lender to make such Loan and any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement. Upon receipt from each such Revolving Credit Lender or Term Loan Lender, as applicable, of such amount, and upon receipt of the documents required by §11 (and in connection with the making of the initial Loan on the Closing Date, §10 and 11 10) and the satisfaction of the other conditions set forth therein, to the extent applicable, the Agent will make available to the Borrower the aggregate amount of such Revolving Credit Loans or Term Loans made available to the Agent by the Revolving Credit Lenders or Term Loan Lenders, as applicable, by crediting such amount to the account of the Borrower maintained at the Agent’s Head Office. The failure or refusal of any Revolving Credit Lender or Term Loan Lender to make available to the Agent at the aforesaid time and place on any Drawdown Date, or on the Closing Date or Commitment Increase Date (if applicable) with respect to any Term Loans, the amount of its Commitment Percentage of the requested Loans shall not relieve any other Revolving Credit Lender or Term Loan Lender from its several obligation hereunder to make available to the Agent the amount of such other Lender’s Commitment Percentage of any requested Loans, including any additional Revolving Credit Loans that may be requested subject to the terms and conditions hereof to provide funds to replace those not advanced by the Lender so failing or refusing. (b) Unless the Agent shall have been notified by any Lender prior to the applicable Drawdown Date of any Revolving Credit Loans, or on the Closing Date or Commitment Increase Date (if applicable) with respect to any Term Loans, that such Lender will not make available to Agent (in the Agent applicable Currency) such Lender’s Revolving Credit Commitment Percentage of a proposed LoanRevolving Credit Loan or Term Loans, the Agent may in its discretion assume that such Lender has made such Loan available to Agent (in the Agent applicable Currency) in accordance with the provisions of this Agreement and the Agent may, if it chooses, in reliance upon such assumption make such Loan available to the Borrower, and such Lender shall be liable to the Agent for the amount of such advance. If such Lender does not pay such corresponding amount in the applicable Currency upon the Agent’s demand therefor, the Agent will promptly notify the Borrower, and the Borrower shall promptly pay such corresponding amount to the Agent. The Agent shall also be entitled to recover from the Lender or the 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 Agent to the Borrower to the date such corresponding amount is recovered by the Agent at a per annum rate equal to (i) from the Borrower at the applicable rate for such Loan or (ii) from a Lender at the Federal Funds Effective Rate plus one percent (1%), plus with respect to any payment to be made by a Lender that is denominated in an Alternative Currency, the cost to Agent of funding such amount (as determined by Agent).

Funds for Loans. (a) Not later than 1:00 p.m. (Cleveland time) Each Bank will, upon receiving notice from the Agent of any request by the Company for Syndicated Loans pursuant to 2.4, become and be obligated to make available to the Agent, on the proposed Drawdown Date of any Revolving Credit each Syndicated Loan, not later than (a) 2:30 P.M. (Boston time) for Base Rate Loans with respect to which the Agent sent notice to the Banks pursuant to 2.4 hereof no earlier than the proposed Drawdown Date of such Loan, and (b) 11:00 A.M. (Boston time) with respect to Eurocurrency Rate Loans and all other Base Rate Loans, each of the Lenders, will make in funds immediately available for credit to the AgentCompany's account, at the Agent’s Head Officean aggregate amount, in immediately available funds, the amount of equal to such Lender’s Bank's Commitment Percentage of the amount of Syndicated Loan requested at the requested Loans which may be disbursed place specified in the notice delivered by the Company pursuant to §2.12.4. Upon receipt from each such Lender of such amount, and upon receipt of the documents required by §§10 and 11 and the satisfaction of the other conditions set forth thereinin 12 and 13, to the extent as applicable, the Agent will make available to the Borrower cause the aggregate amount of such Revolving Credit Loans made available funds actually received by the Agent from the Banks to be credited to the Agent by Company's account as soon as practicable on the Lenders, as applicable, by crediting date of such amount to the account of the Borrower maintained at the Agent’s Head Officereceipt. The failure or refusal of any Lender Bank to make available to the Agent at the aforesaid time and place on any Drawdown Date the amount of its Commitment Percentage of the requested Loans Syndicated Loan to be made by such Bank thereon shall not relieve any the other Lender Banks from its their several obligation obligations hereunder to make available to the Agent the amount of such other Lender’s their respective Commitment Percentage Percentages of any requested Syndicated Loans, including any additional Revolving Credit Loans that may be requested subject to the terms and conditions hereof to provide funds to replace those not advanced by the Lender so failing or refusing. (b) Unless The Agent may, unless notified to the contrary by any Bank prior to a Drawdown Date, assume that such Bank has made available to the Agent on such Drawdown Date the amount of such Bank's Commitment Percentage of the Syndicated Loans (or in the case of Competitive Bid Loans, the amount of such Bank's accepted offers of Competitive Bid Loans, if any) to be made on such Drawdown Date, and the Agent may (but it shall have been notified by any Lender prior not be required to), in reliance upon such assumption, make available to the applicable Drawdown Date that such Lender will not make Company a corresponding amount. If any Bank makes available to the Agent such Lender’s amount on a date after such Drawdown Date, such Bank shall pay to the Agent on demand an amount equal to the product of (i) the average computed for the period referred to in clause (iii) below, of the weighted average interest rate paid by the Agent for federal funds acquired by the Agent during each day included in such period, times (ii) the amount of such Bank's Commitment Percentage of such Loans (or accepted offers of Competitive Bid Loans, as applicable), times (iii) a proposed Loanfraction, the numerator of which is the number of days that elapse from and including such Drawdown Date to the date on which the amount of such Bank's Loans shall become immediately available to the Agent, and the denominator of which is 365. A statement of the Agent may in its discretion assume that submitted to such Lender has Bank with respect to any amounts owing under this paragraph shall be prima facie evidence of the amount due and owing to the Agent by such Bank. If the amount of such Bank's Loans is not made such Loan available to the Agent in accordance with the provisions of this Agreement and the Agent may, if it chooses, in reliance upon by such assumption make Bank within three (3) Business Days following such Loan available to the Borrower, and such Lender shall be liable to the Agent for the amount of such advance. If such Lender does not pay such corresponding amount upon the Agent’s demand thereforDrawdown Date, the Agent will promptly notify the Borrower, and the Borrower shall promptly pay such corresponding amount to the Agent. The Agent shall also be entitled to recover such amount from the Lender or Company on demand, with interest thereon at the Borrower, as rate per annum applicable to the case may be, interest Loans made on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Agent to the Borrower to the date such corresponding amount is recovered by the Agent at a per annum rate equal to (i) from the Borrower at the applicable rate for such Loan or (ii) from a Lender at the Federal Funds Effective Rate plus one percent (1%)Drawdown Date.

Funds for Loans. (a) Not later than 1:00 p.m. 11:00 a.m. (Cleveland Boston time) on the proposed Drawdown Date of any Revolving Credit Loans (other than Swing Loans), each of the Lenders, Banks will make available to the Agent, at the Agent’s 's Head Office, in immediately available funds, the amount of such Lender’s Bank's Commitment Percentage of the amount of the requested Loans which may be disbursed pursuant to §Section 2.1. Upon receipt from each such Lender Bank of such amount, and upon receipt of the documents required by §§Section 10 and Section 11 and the satisfaction of the other conditions set forth therein, to the extent applicable, the Agent will make available to the Borrower Borrowers the aggregate amount of such Revolving Credit Loans made available to the Agent by the Lenders, as applicable, Banks by crediting such amount to the account of the Borrower Borrowers maintained at the Agent’s 's Head Office. The failure or refusal of any Lender Bank to make available to the Agent at the aforesaid time and place on any Drawdown Date the amount of its Commitment Percentage of the requested Loans shall not relieve any other Lender Bank from its several obligation hereunder to make available to the Agent the amount of such other Lender’s Bank's Commitment Percentage of any requested Loans, including any additional Revolving Credit Loans that may be requested subject to the terms and conditions hereof to provide funds to replace those not advanced by the Lender Bank so failing or refusing, provided that the Borrowers may by notice received by the Agent no later than the Drawdown Date refuse to accept any Loan which is not fully funded in accordance with the Borrowers' Loan Request subject to the terms of Section 2.6. In the event of any such failure or refusal, the Banks not so failing or refusing shall be entitled to a priority position as against the Bank or Banks so failing or refusing for such Loans as provided in Section 12.4. (b) Unless the Agent shall have been notified by any Lender Bank prior to the applicable Drawdown Date that such Lender Bank will not make available to the Agent such Lender’s Commitment Percentage Bank's pro rata share of a proposed Loan, the Agent may in its discretion assume that such Lender Bank has made such Loan available to the Agent in accordance with the provisions of this Agreement and the Agent may, if it chooses, in reliance upon such assumption make such Loan available to the BorrowerBorrowers, and such Lender Bank shall be liable to the Agent for the amount of such advance. If such Lender does not pay such corresponding amount upon the Agent’s demand therefor, the Agent will promptly notify the Borrower, and the Borrower shall promptly pay such corresponding amount to the Agent. The Agent shall also be entitled to recover from the Lender or the 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 Agent to the Borrower to the date such corresponding amount is recovered by the Agent at a per annum rate equal to (i) from the Borrower at the applicable rate for such Loan or (ii) from a Lender at the Federal Funds Effective Rate plus one percent (1%).

Funds for Loans. (a) Not Subject to Section 2.5 and other provisions of this Agreement, not later than 1:00 p.m. 11:00 a.m. (Cleveland Boston time) on the proposed Drawdown Borrowing Date of any Revolving Credit Loans, each of the Lenders, Lenders will make available to the Agent, at the Agent’s 's Head Officeoffice, in immediately available funds, the amount of such Lender’s 's Commitment Percentage of the amount of the requested Loans which may be disbursed pursuant to §2.1Loans. Upon receipt from each such Lender of such amount, and upon receipt of the documents required by §§Sections 10 and or 11 (whichever is applicable) and the satisfaction of the other conditions set forth therein, to the extent applicable, the Agent will make available to the Borrower the aggregate amount of such Revolving Credit Loans made available to the Agent by the Lenders, as applicable, by crediting such amount to the account of the Borrower maintained at the Agent’s Head Office. The failure or refusal of any Lender to make available to the Agent at the aforesaid time and place on any Drawdown Borrowing Date the amount of its Commitment Percentage of the requested Loans shall not relieve any other Lender from its several obligation hereunder to make available to the Agent the amount of such other Lender’s 's Commitment Percentage of any requested Loans, including Loans but shall not obligate any additional Revolving Credit other Lender or Agent to fund more than its Commitment Percentage of the requested Loans that may be requested subject or to the terms and conditions hereof to provide funds to replace those not advanced by the Lender so failing or refusingincrease its Commitment Percentage. (b) Unless The Agent may, unless notified to the Agent shall have been notified contrary by any Lender prior to the applicable Drawdown Date that such Lender will not make available to the Agent such Lender’s Commitment Percentage of a proposed LoanBorrowing Date, the Agent may in its discretion assume that such Lender has made such Loan available to the Agent in accordance with on such Borrowing Date the provisions amount of this Agreement such Lender's Commitment Percentage of the Loans to be made on such Borrowing Date, and the Agent may, if may (but it choosesshall not be required to), in reliance upon such assumption assumption, make such Loan available to the BorrowerBorrower a corresponding amount. If any Lender makes available to the Agent such amount on a date after such Borrowing Date, and such Lender shall be liable pay to the Agent on demand an amount equal to the product of (i) the average computed for the period referred to in clause (iii) below, of the weighted average interest rate paid by the Agent for federal funds acquired by the Agent during each day included in such period, times (ii) the amount of such advance. If Lender 's Commitment Percentage of such Loans, times (iii) a fraction, the numerator of which is the number of days or portion thereof that elapsed from and including such Borrowing Date to the date on which the amount of such Lender does not pay 's Commitment Percentage of such corresponding amount upon Loans shall become immediately available to the Agent’s demand therefor, the Agent will promptly notify the Borrower, and the Borrower shall promptly pay such corresponding amount to the Agent. The Agent shall also be entitled to recover from the Lender or the Borrower, as the case may be, interest on such corresponding amount in respect denominator of each day from the date such corresponding amount was made available by the Agent to the Borrower to the date such corresponding amount which is recovered by the Agent at a per annum rate equal to (i) from the Borrower at the applicable rate for such Loan or (ii) from a Lender at the Federal Funds Effective Rate plus one percent (1%)365.

Funds for Loans. (a) Not later than 1:00 2:00 p.m. (Cleveland time) on the proposed Drawdown Date of any Revolving Credit Loans, each of the Lenders, Lender will make available to the Agent, at the Agent’s Head Office, in immediately available funds, the amount of such Lender’s Commitment Percentage of the amount of the requested Loans which may be disbursed pursuant to §2.1hereto. Upon receipt from each such Lender of such amount, and upon receipt of the documents required by §10 (in the case of Loans to be made on the Closing Date only) and §10 and 11 and the satisfaction of the other conditions set forth therein, to the extent applicable, the Agent will make available to the Borrower the aggregate amount of such Revolving Credit Loans made available to the Agent by the Lenders, as applicable, Lenders by crediting such amount to the account of the Borrower maintained at the Agent’s Head Office. The failure or refusal of any Lender to make available to the Agent at the aforesaid time and place on any Drawdown Date the amount of its Commitment Percentage of the requested Loans shall not relieve any other Lender from its several obligation hereunder to make available to the Agent the amount of such other Lender’s Commitment Percentage of any requested Loans, including any additional Revolving Credit Loans that may be requested subject to the terms and conditions hereof to provide funds to replace those not advanced by the Lender so failing or refusing. In the event of any such failure or refusal, the Lenders not so failing or refusing shall be entitled to a priority secured position as against the Lender or Lenders so failing or refusing to make available to Borrower the amount of its or their Commitment Percentage for such Loans as provided in §12.5. (b) Unless the Agent shall have been notified by any Lender prior to the applicable Drawdown Date that such Lender will not make available to the Agent such Lender’s Commitment Percentage of a proposed Loan, the Agent may in its discretion assume that such Lender has made such Loan available to the Agent in accordance with the provisions of this Agreement and the Agent may, if it chooses, in reliance upon such assumption make such Loan available to the Borrower, and such Lender shall be liable to the Agent for the amount of such advance. If such Lender does not pay such corresponding amount upon the Agent’s demand therefor, the Agent will promptly notify the Borrower, and the Borrower shall promptly pay such corresponding amount to the Agent. The Agent shall also be entitled to recover from the Lender or the 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 Agent to the Borrower to the date such corresponding amount is recovered by the Agent at a per annum rate equal to (i) from the Borrower at the applicable rate for such Loan or (ii) from a Lender at the Federal Funds Effective Rate plus one percent (1%)Rate.

Funds for Loans. (a) Not later than 1:00 p.m. (Cleveland time) on the proposed Drawdown Date of any Revolving Credit Loans, each of the Lenders, will make available to the Agent, at the Agent’s Head Office, in immediately available funds, the amount of such Lender’s Commitment Percentage of the amount of the requested Loans which may be disbursed pursuant to §2.12.1 or §2.2. Upon receipt from each such Lender of such amount, and upon receipt of the documents required by §§10 and §11 and the satisfaction of the other conditions set forth therein, to the extent applicable, the Agent will make available to the Borrower the aggregate amount of such Revolving Credit Loans made available to the Agent by the Lenders, as applicable, by crediting such amount to the account of the Borrower maintained at the Agent’s Head Office. The failure or refusal of any Lender to make available to the Agent at the aforesaid time and place on any Drawdown Date the amount of its Commitment Percentage of the requested Loans shall not relieve any other Lender from its several obligation hereunder to make available to the Agent the amount of such other Lender’s Commitment Percentage of any requested Loans, including any additional Revolving Credit Loans that may be requested subject to the terms and conditions hereof to provide funds to replace those not advanced by the Lender so failing or refusing. (b) Unless the Agent shall have been notified by any Lender prior to the applicable Drawdown Date that such Lender will not make available to the Agent such Lender’s Commitment Percentage of a proposed Loan, the Agent may in its discretion assume that such Lender has made such Loan available to the Agent in accordance with the provisions of this Agreement and the Agent may, if it chooses, in reliance upon such assumption make such Loan available to the Borrower, and such Lender shall be liable to the Agent for the amount of such advance. If such Lender does not pay such corresponding amount upon the Agent’s demand therefor, the Agent will promptly notify the Borrower, and the Borrower shall promptly pay such corresponding amount to the Agent. The Agent shall also be entitled to recover from the Lender or the 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 Agent to the Borrower to the date such corresponding amount is recovered by the Agent at a per annum rate equal to (i) from the Borrower at the applicable rate for such Loan or (ii) from a Lender at the Federal Funds Effective Rate plus one percent (1%)Rate.

Funds for Loans. (a) Not later than 1:00 p.m. (Cleveland time) on the proposed Drawdown Date of any Revolving Credit LoansLoans or Term Loans denominated in Dollars, each of the applicable Revolving Credit Lenders or Term Loan Lenders, as applicable, will make available to the Agent, at the Agent’s Head Office, in immediately available fundsSame Day Funds in the applicable Currency, the amount of such Lender’s applicable Commitment Percentage of the amount of the requested Loans which may be disbursed pursuant to §2.12.1 or §2.2, as applicable. In the case of a borrowing denominated in an Alternative Currency, each of the applicable Revolving Credit Lenders or Term Loan Lenders, as applicable, will make available to the Agent, at the Agent’s Head Office, in Same Day Funds in the applicable Currency not later than the Applicable Time specified by the Agent on the Business Day specified in the applicable Loan Request. A Lender at its option may, upon reasonable prior notice to Agent, make a Benchmark Loan by causing any U.S. or non-U.S. branch or Affiliate of such Lender to make such Loan and any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement. Upon receipt from each such Revolving Credit Lender or Term Loan Lender, as applicable, of such amount, and upon receipt of the documents required by §11 (and in connection with the making of the initial Loan on the Closing Date, §10 and 11 10) and the satisfaction of the other conditions set forth therein, to the extent applicable, the Agent will make available to the Borrower the aggregate amount of such Revolving Credit Loans or Term Loans made available to the Agent by the Revolving Credit Lenders or Term Loan Lenders, as applicable, by crediting such amount to the account of the Borrower maintained at the Agent’s Head Office. The failure or refusal of any Revolving Credit Lender or Term Loan Lender to make available to the Agent at the aforesaid time and place on any Drawdown Date, or on the Commitment Increase Date (if applicable) with respect to any Term Loans, the amount of its Commitment Percentage of the requested Loans shall not relieve any other Revolving Credit Lender or Term Loan Lender from its several obligation hereunder to make available to the Agent the amount of such other Lender’s Commitment Percentage of any requested Loans, including any additional Revolving Credit Loans that may be requested subject to the terms and conditions hereof to provide funds to replace those not advanced by the Lender so failing or refusing. (b) Unless the Agent shall have been notified by any Lender prior to the applicable Drawdown Date of any Revolving Credit Loans, or on the Commitment Increase Date (if applicable) with respect to any Term Loans, that such Lender will not make available to Agent (in the Agent applicable Currency) such Lender’s Revolving Credit Commitment Percentage of a proposed LoanRevolving Credit Loan or Term Loans, the Agent may in its discretion assume that such Lender has made such Loan available to Agent (in the Agent applicable Currency) in accordance with the provisions of this Agreement and the Agent may, if it chooses, in reliance upon such assumption make such Loan available to the Borrower, and such Lender shall be liable to the Agent for the amount of such advance. If such Lender does not pay such corresponding amount in the applicable Currency upon the Agent’s demand therefor, the Agent will promptly notify the Borrower, and the Borrower shall promptly pay such corresponding amount to the Agent. The Agent shall also be entitled to recover from the Lender or the 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 Agent to the Borrower to the date such corresponding amount is recovered by the Agent at a per annum rate equal to (i) from the Borrower at the applicable rate for such Loan or (ii) from a Lender at the Federal Funds Effective Rate plus one percent (1%), plus with respect to any payment to be made by a Lender that is denominated in an Alternative Currency, the cost to Agent of funding such amount (as determined by Agent).

Funds for Loans. (a) Not later than 1:00 p.m. (Cleveland time) on the proposed Drawdown Date of any Revolving Credit Loans, each of the Lenders, Lenders will make available to the Agent, at the Agent’s Head Office, in immediately available funds, the amount of such Lender’s Commitment Percentage of the amount of the requested Loans which may be disbursed pursuant to §2.1. Upon receipt from each such Lender of such amount, and upon receipt of the documents required by §§10 and §11 and the satisfaction of the other conditions set forth therein, to the extent applicable, the Agent will make available to the Borrower the aggregate amount of such Revolving Credit Loans made available to the Agent by the Lenders, as applicable, Lenders by crediting such amount to the account of the Borrower maintained at the Agent’s Head Office. The failure or refusal of any Lender to make available to the Agent at the aforesaid time and place on any Drawdown Date the amount of its Commitment Percentage of the requested Loans shall not relieve any other Lender from its several obligation hereunder to make available to the Agent the amount of such other Lender’s Commitment Percentage of any requested Loans, including any additional Revolving Credit Loans that may be requested subject to the terms and conditions hereof to provide funds to replace those not advanced by the Lender so failing or refusing. In the event of any such failure or refusal, the Lenders not so failing or refusing shall be entitled to a priority secured position as against the Lender or Lenders so failing or refusing to make available to the Borrower the amount of its or their Commitment Percentage for such Loans as provided in §12.5. (b) Unless the Agent shall have been notified by any Lender prior to the applicable Drawdown Date that such Lender will not make available to the Agent such Lender’s Commitment Percentage of a proposed Loan, the Agent may in its discretion assume that such Lender has made such Loan available to the Agent in accordance with the provisions of this Agreement and the Agent may, if it chooses, in reliance upon such assumption make such Loan available to the Borrower, and such Lender shall be liable to the Agent for the amount of such advance. If such Lender does not pay such corresponding amount upon the Agent’s demand therefor, the Agent will promptly notify the Borrower, and the Borrower shall promptly pay such corresponding amount to the Agent. The Agent shall also be entitled to recover from the Lender or the 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 Agent to the Borrower to the date such corresponding amount is recovered by the Agent at a per annum rate equal to (i) from the Borrower at the applicable rate for such Loan or (ii) from a Lender at the Federal Funds Effective Rate plus one percent (1%).

Funds for Loans. (a) Not later than 1:00 p.m. (Cleveland time) on the proposed Drawdown Date of any Revolving Credit Loans or Term Loans, each of the Revolving Credit Lenders or Term Loan Lenders, as applicable, will make available to the Agent, at the Agent’s Head Office, in immediately available funds, the amount of such Lender’s Commitment Percentage of the amount of the requested Loans which may be disbursed pursuant to §2.12.1 or §2.2. Upon receipt from each such Revolving Credit Lender or Term Loan Lender, as applicable, of such amount, and upon receipt of the documents required by §§10 and §11 and the satisfaction of the other conditions set forth therein, to the extent applicable, the Agent will make available to the Borrower the aggregate amount of such Revolving Credit Loans or Term Loans made available to the Agent by the Revolving Credit Lenders or Term Loan Lenders, as applicable, by crediting such amount to the account of the Borrower maintained at the Agent’s Head Office. The failure or refusal of any Revolving Credit Lender or Term Loan Lender to make available to the Agent at the aforesaid time and place on any Drawdown Date the amount of its Commitment Percentage of the requested Loans shall not relieve any other Revolving Credit Lender or Term Loan Lender from its several obligation hereunder to make available to the Agent the amount of such other Lender’s Commitment Percentage of any requested Loans, including any additional Revolving Credit Loans that may be requested subject to the terms and conditions hereof to provide funds to replace those not advanced by the Lender so failing or refusing. (b) Unless the Agent shall have been notified by any Lender prior to the applicable Drawdown Date of any Revolving Credit Loans, or on the Closing Date or Commitment Increase Date (if applicable) with respect to any Term Loans, that such Lender will not make available to the Agent such Lender’s Revolving Credit Commitment Percentage of a proposed Revolving Credit Loan or such Lender’s Term Loan Commitment Percentage of a proposed Term Loan, the Agent may in its discretion assume that such Lender has made such Loan Loan(s) available to the Agent in accordance with the provisions of this Agreement and the Agent may, if it chooses, in reliance upon such assumption make such Loan available to the Borrower, and such Lender shall be liable to the Agent for the amount of such advance. If such Lender does not pay such corresponding amount upon the Agent’s demand therefor, the Agent will promptly notify the Borrower, and the Borrower shall promptly pay such corresponding amount to the Agent. The Agent shall also be entitled to recover from the Lender or the 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 Agent to the Borrower to the date such corresponding amount is recovered by the Agent at a per annum rate equal to (i) from the Borrower at the applicable rate for such Loan or (ii) from a Lender at the Federal Funds Effective Rate plus one percent (1%).

Funds for Loans. (a) Not later than 1:00 p.m. 11:00 a.m. (Cleveland time) on the proposed Drawdown Date of any Revolving Credit LoansLoan, each of the Lenders, Banks will make available to the Agent, at the Agent’s Head Office, in immediately available funds, the amount of such LenderBank’s Commitment Percentage of the amount of the requested Loans which may be disbursed pursuant to §2.12.2. Upon receipt from each such Lender Bank of such amount, and upon receipt of the documents required by §§10 and §11 and the satisfaction of the other conditions set forth therein, to the extent applicable, the Agent will make available to the Borrower the aggregate amount of such Revolving Credit Loans Loans, made available to the Agent by the Lenders, as applicableBanks, by crediting such amount to the account of the Borrower maintained at the Agent’s Head OfficeOffice or by transferring such amount to an account designated by Borrower. The failure or refusal of any Lender Bank to make available to the Agent at the aforesaid time and place on any Drawdown Date the amount of its Commitment Percentage of the requested Loans shall not relieve any other Lender Bank from its several obligation hereunder to make available to the Agent the amount of such other LenderBank’s Commitment Percentage of any requested Loans, including any additional Revolving Credit Loans that may be requested subject to the terms and conditions hereof to provide funds to replace those not advanced by the Lender Bank so failing or refusing. The Borrower may by notice received by the Agent no later than the Drawdown Date refuse to accept any Loan which is not fully funded in accordance with the Borrower’s Loan Request subject to the terms of §2.7. In the event of any such failure or refusal, the Banks not so failing or refusing shall be entitled to a priority position as against the Bank or Banks so failing or refusing for such Loans as provided in §12.5. (b) Unless the Agent shall have been notified by any Lender Bank prior to the applicable Drawdown Date that such Lender Bank will not make available to the Agent such LenderBank’s Commitment Percentage pro rata share of a proposed Loan, the Agent may in its discretion assume that such Lender Bank has made such share of the proposed Loan available to the Agent in accordance with the provisions of this Agreement and the Agent may, if it chooses, in reliance upon such assumption make such Loan available to the Borrower, and such Lender Bank shall be liable to the Agent for the amount of such advance. If such Lender Bank does not pay such corresponding amount upon the Agent’s demand therefor, the Agent will promptly notify the Borrower, and the Borrower shall promptly pay such corresponding amount to the Agent. The Agent shall also be entitled to recover from the Lender Bank or the 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 Agent to the Borrower to the date such corresponding amount is recovered by the Agent at a per annum rate equal to (i) from the Borrower at the applicable rate for such Loan or (ii) from a Lender Bank at the Federal Funds Effective Rate plus one percent (1%)Rate.

Funds for Loans. (a) Not later than 1:00 p.m. noon (Cleveland Eastern time) on the proposed Drawdown Closing Date of any Revolving Credit Loans, each of the Lenders, Lenders will make available to the Agent, at the Agent’s Head Office, in immediately available funds, the amount of such Lender’s Commitment Percentage of the amount of the requested Loans which may be disbursed pursuant to §2.1. Upon receipt from each such Lender of such amount, and upon receipt of the documents required by §§10 and §11 and the satisfaction of the other conditions set forth thereintherein (except, in each case, to the extent waived by Agent) to the extent applicable, the Agent will make available to the Borrower Borrowers the aggregate amount of such Revolving Credit Loans made available to the Agent by the Lenders, as applicable, Lenders by crediting such amount to the account of the Borrower Borrowers maintained at the Agent’s Head OfficeOffice or wiring such funds in accordance with the Borrowers’ written instructions. The failure or refusal of any Lender to make available to the Agent at the aforesaid time and place on any Drawdown the Closing Date the amount of its Commitment Percentage of the requested Loans shall not relieve any other Lender from its several obligation hereunder to make available to the Agent the amount of such other Lender’s Commitment Percentage of any requested Loans, including any additional Revolving Credit Loans that may be requested subject to the terms and conditions hereof to provide funds to replace those not advanced by the Lender so failing or refusing. (b) Unless the Agent shall have been notified by any Lender prior to the applicable Drawdown Closing Date that such Lender will not make available to the Agent such Lender’s Commitment Percentage of a proposed the Loan, the Agent may in its discretion assume that such Lender has made such Loan available to the Agent in accordance with the provisions of this Agreement and the Agent may, if it chooses, in reliance upon such assumption make such Loan available to the BorrowerBorrowers, and such Lender shall be liable to the Agent for the amount of such advance. If such Lender does not pay such corresponding amount upon the Agent’s demand therefor, the Agent will promptly notify the BorrowerBorrowers, and the Borrower Borrowers shall promptly pay such corresponding amount to the Agent. The Agent shall also be entitled to recover from the such Lender or the BorrowerBorrowers (without duplication), 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 Agent to the Borrower Borrowers to the date such corresponding amount is recovered by the Agent at a per annum rate equal to (i) from the Borrower Borrowers at the applicable rate for such Loan or (ii) from a Lender at the Federal Funds Effective Rate plus one percent (1%)Rate.

Funds for Loans. (a) Not later than 1:00 12:00 p.m. (Cleveland time) on the proposed Drawdown Date of any Revolving Credit Term Loans, each of the Lenders, Lenders will make available to the Agent, at the Agent’s 's Head Office, in immediately available funds, the amount of such Lender’s 's Commitment Percentage of the amount of the requested Term Loans which may be disbursed pursuant to §2.1. Upon receipt from each such Lender of such amount, and upon receipt of the documents required by §§10 and §11 and the satisfaction of the other conditions set forth therein, to the extent applicable, the Agent will make available to the Borrower the aggregate amount of such Revolving Credit Term Loans made available to the Agent by the Lenders, as applicable, as instructed by crediting such amount to Borrower not later than 1:00 p.m. (Cleveland time) on the account proposed Drawdown Date of the Borrower maintained at the Agent’s Head Officeany Term Loans. The failure or refusal of any Lender to make available to the Agent at the aforesaid time and place on any Drawdown Date the amount of its Commitment Percentage of the requested Term Loans shall not relieve any other Lender from its several obligation hereunder to make available to the Agent the amount of such other Lender’s 's Commitment Percentage of any requested Term Loans, including any additional Revolving Credit Loans that may be requested subject to the terms and conditions hereof to provide funds to replace those not advanced by the Lender so failing or refusing. (b) Unless the Agent shall have been notified by any Lender prior to the applicable Drawdown Date that such Lender will not make available to the Agent such Lender’s 's Commitment Percentage of a proposed Loan, the Agent may in its discretion assume that such Lender has made such Loan available to the Agent in accordance with the provisions of this Agreement and the Agent may, if it chooses, in reliance upon such assumption make such Loan available to the Borrower, and such Lender shall be liable to the Agent for the amount of such advance. If such Lender does not pay such corresponding amount upon the Agent’s 's demand therefor, the Agent will promptly notify the Borrower, and the Borrower shall promptly pay such corresponding amount to the Agent. The Agent shall also be entitled to recover from the Lender or the 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 Agent to the Borrower to the date such corresponding amount is recovered by the Agent at a per annum rate equal to (i) from the Borrower at the applicable rate for such Loan or (ii) from a Lender at the Federal Funds Effective Rate plus one percent (1%).

Funds for Loans. (a) Not later than 1:00 2:00 p.m. (Cleveland Boston time) on the proposed Drawdown Date of any Revolving Credit LoansLoan, each of the Lenders, Banks will make available to the Agent, at the Agent’s its Head Office, in immediately available funds, the amount of such Lender’s Bank's Commitment Percentage of the amount of the requested Loans which may be disbursed pursuant to §2.1Loan. Upon receipt from each such Lender Bank of such amount, and upon if the Agent is in receipt of the documents required by §§10 Sections 7 or 8, as the case may be, and 11 and the satisfaction of the other conditions set forth thereintherein are satisfied, to the extent applicable, the Agent will make available to the Borrower the aggregate amount of such Revolving Credit Loans Loan made available to the Agent by the Lenders, as applicable, by crediting such amount to the account of the Borrower maintained at the Agent’s Head OfficeBanks. The failure or refusal of any Lender Bank to make available to the Agent at the aforesaid time and place on any Drawdown Date the amount of its Commitment Percentage of the requested Loans Loan shall not relieve any other Lender Bank from its several obligation obligations hereunder to make available to the Agent the amount of such other Lender’s Bank's Commitment Percentage of any requested Loans, including any additional Revolving Credit Loans that may be requested subject to the terms and conditions hereof to provide funds to replace those not advanced by the Lender so failing or refusingLoan. (b) Unless The Agent may (unless notified to the Agent shall have been notified contrary by any Lender prior to the applicable Bank by 12:00 noon (Boston time) on any Drawdown Date assume that such Lender will not make each Bank has made available to the Agent the amount of such Lender’s Bank's Commitment Percentage of a proposed Loanwith respect to the Loan to be made on such Drawdown Date, and the Agent may in its discretion assume that such Lender has made such Loan available to the Agent in accordance with the provisions of this Agreement and the Agent may, if it chooses(but shall not be required to), in reliance upon such assumption assumption, make such Loan available to the Borrower, and Borrowers a corresponding amount. If any Bank makes such Lender shall be liable amount available to the Agent on a date after such Drawdown Date, such Bank shall pay the Agent on demand an amount equal to the product of (i) the average computed for the period referred to in clause (iii) below, of the weighted average annual interest rate paid by the Agent for federal funds acquired by the Agent during each day included in such period TIMES (ii) the amount equal to such Bank's Commitment Percentage of such advanceLoans, TIMES (iii) a fraction, the numerator of which is the number of days that elapse from and including such Drawdown Date to but not including the date on which the amount equal to such Bank's Commitment Percentage of such Loans shall become immediately available to the Agent or such Bank, as applicable, and the denominator of which is 365. A statement of the Agent submitted to such Bank with respect to any amounts owing under this paragraph shall be PRIMA FACIE evidence of the amount due and owing to the Agent by such Bank. If such Lender does amount is not pay in fact made available to the Agent by such corresponding amount upon the Agent’s demand thereforBank within three (3) Business Days of such Drawdown Date, the Agent will promptly notify the Borrower, and the Borrower shall promptly pay such corresponding amount to the Agent. The Agent shall also be entitled to debit the Borrowers' accounts to recover such amount from the Lender or Borrowers, with interest thereon at the Borrower, as the case may be, interest rate per annum applicable to any Loans made on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Agent to the Borrower to the date such corresponding amount is recovered by the Agent at a per annum rate equal to (i) from the Borrower at the applicable rate for such Loan or (ii) from a Lender at the Federal Funds Effective Rate plus one percent (1%)Drawdown Date.

Funds for Loans. (a) Not later than 1:00 p.m. (Cleveland time) on the proposed Drawdown Date of any Revolving Credit LoansClosing Date, each of the Lenders, Lenders will make available to the Agent, at the Agent’s 's Head Office, in immediately available funds, the amount of such Lender’s 's Commitment Percentage of the amount of the requested Loans Total Commitment which may be disbursed pursuant to §2.12.2. Upon receipt from each such Lender of such amount, and upon receipt of the documents required by §§10 and 11 and the satisfaction of the other conditions set forth therein, to the extent applicable, the Agent will make available to the Borrower the aggregate amount of such Revolving Credit Loans the Loan made available to the Agent by the Lenders, as applicable, Lenders by crediting such amount to the account of the Borrower maintained at the Agent’s 's Head Office. The failure or refusal of any Lender to make available to the Agent at the aforesaid time and place on any Drawdown the Closing Date the amount of its Commitment Percentage of the requested Loans Total Commitment shall not relieve any other Lender from its several obligation hereunder to make available to the Agent the amount of such other Lender’s 's Commitment Percentage of the Total Commitment. In the event of any requested Loanssuch failure or refusal, including any additional Revolving Credit Loans that may be requested subject to the terms and conditions hereof to provide funds to replace those Lenders not advanced by the Lender so failing or refusingrefusing shall be entitled to a priority secured position as against the Lender or Lenders so failing or refusing to make available to Borrower the amount of its or their Commitment Percentage for the Loan as provided in §12.5. (b) Unless the Agent shall have been notified by any Lender prior to the applicable Drawdown Closing Date that such Lender will not make available to the Agent such Lender’s 's Commitment Percentage of a proposed Loanthe Total Commitment, the Agent may in its discretion assume that such Lender has made such amount of the Loan available to the Agent in accordance with the provisions of this Agreement and the Agent may, if it chooses, in reliance upon such assumption make such amount of the Loan available to the Borrower, and such Lender shall be liable to the Agent for the amount of such advance. If such Lender does not pay such corresponding amount upon the Agent’s 's demand therefor, the Agent will promptly notify the Borrower, and the Borrower shall promptly pay such corresponding amount to the Agent. The Agent shall also be entitled to recover from the Lender or the 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 Agent to the Borrower to the date such corresponding amount is recovered by the Agent at a per annum rate equal to (i) from the Borrower at the applicable rate for such Loan or (ii) from a Lender at the Federal Funds Effective Rate plus one percent (1%)Rate.

Funds for Loans. (a) Not later than 1:00 p.m. noon (Cleveland Eastern time) on the proposed Drawdown Date of any Revolving Credit Loans, each of the Lenders, Lenders will make available to the Agent, at the Agent’s 's Head Office, in immediately available funds, the amount of such Lender’s 's Commitment Percentage of the amount of the requested Loans which may be disbursed pursuant to §2.1. Upon receipt from each such Lender of such amount, and upon receipt of the documents required by §§10 and §11 and the satisfaction of the other conditions set forth therein, therein to the extent applicable, the Agent will make available to the Borrower the aggregate amount of such Revolving Credit Loans made available to the Agent by the Lenders, as applicable, Lenders by crediting such amount to the account of the Borrower maintained at the Agent’s 's Head OfficeOffice or wiring such funds in accordance with Borrower's written instructions. The failure or refusal of any Lender to make available to the Agent at the aforesaid time and place on any Drawdown Date the amount of its Commitment Percentage of the requested Loans shall not relieve any other Lender from its several obligation hereunder to make available to the Agent the amount of such other Lender’s 's Commitment Percentage of any requested Loans, including any additional Revolving Credit Loans that may be requested subject to the terms and conditions hereof to provide funds to replace those not advanced by the Lender so failing or refusing. (b) Unless the Agent shall have been notified by any Lender prior to the applicable Drawdown Date that such Lender will not make available to the Agent such Lender’s 's Commitment Percentage of a proposed Loan, the Agent may in its discretion assume that such Lender has made such Loan available to the Agent in accordance with the provisions of this Agreement and the Agent may, if it chooses, in reliance upon such assumption make such Loan available to the Borrower, and such Lender shall be liable to the Agent for the amount of such advance. If such Lender does not pay such corresponding amount upon the Agent’s 's demand therefor, the Agent will promptly notify the Borrower, and the Borrower shall promptly pay such corresponding amount to the Agent. The Agent shall also be entitled to recover from the Lender or the BorrowerBorrower (without duplication), 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 Agent to the Borrower to the date such corresponding amount is recovered by the Agent at a per annum rate equal to (i) from the Borrower at the applicable rate for such Loan or (ii) from a Lender at the Federal Funds Effective Rate plus one percent (1%)Rate.

Funds for Loans. (a) Not later than 1:00 p.m. 11:00 a.m. (Cleveland Boston time) on the proposed Drawdown Date of any Revolving Credit Loans, each of the Lenders, Banks will make available to the Agent, at the Agent’s 's Head Office, in immediately available funds, the amount of such Lender’s Bank's Commitment Percentage of the amount of the requested Loans which may be disbursed pursuant to §2.1Loans. Upon receipt from each such Lender Bank of such amount, and upon receipt of the documents required by §§10 and 11 ss.8 and the satisfaction of the other conditions set forth therein, to the extent applicable, the Agent will make available to the Borrower Borrowers the aggregate amount of such Revolving Credit Loans made available to the Agent by the Lenders, as applicable, by crediting such amount to the account of the Borrower maintained at the Agent’s Head OfficeBanks. The failure or refusal of any Lender Bank to make available to the Agent at the aforesaid time and place on any Drawdown Date the amount of its Commitment Percentage of the requested Loans shall not relieve any other Lender Bank from its several obligation hereunder to make available to the Agent the amount of such other Lender’s Bank's Commitment Percentage of any requested Loans, including any additional Revolving Credit Loans that may be requested subject to the terms and conditions hereof to provide funds to replace those not advanced by the Lender so failing or refusing. (b) Unless The Agent may, unless notified to the contrary by any Bank prior to a Drawdown Date, assume that such Bank has made available to the Agent on such Drawdown Date the amount of such Bank's Commitment Percentage of the Loans to be made on such Drawdown Date, and the Agent may (but it shall have been notified by any Lender prior not be required to), in reliance upon such assumption, make available to the applicable Drawdown Date that such Lender will not make Borrowers a corresponding amount. If any Bank 30 makes available to the Agent such Lender’s amount on a date after such Drawdown Date, such Bank shall pay to the Agent on demand an amount equal to the product of (i) the average computed for the period referred to in clause (iii) below, of the weighted average interest rate paid by the Agent for federal funds acquired by the Agent during each day included in such period, times (ii) the amount of such Bank's Commitment Percentage of such Loans, times (iii) a proposed Loanfraction, the numerator of which is the number of days that elapse from and including such Drawdown Date to the date on which the amount of such Bank's Commitment Percentage of such Loans shall become immediately available to the Agent, and the denominator of which is 360. A statement of the Agent may in its discretion assume that submitted to such Lender has Bank with respect to any amounts owing under this paragraph shall be prima facie evidence of the amount due and owing to the Agent by such Bank. If the amount of such Bank's Commitment Percentage of such Loans is not made such Loan available to the Agent in accordance with the provisions of this Agreement and the Agent may, if it chooses, in reliance upon by such assumption make Bank within three (3) Business Days following such Loan available to the Borrower, and such Lender shall be liable to the Agent for the amount of such advance. If such Lender does not pay such corresponding amount upon the Agent’s demand thereforDrawdown Date, the Agent will promptly notify the Borrower, and the Borrower shall promptly pay such corresponding amount to the Agent. The Agent shall also be entitled to recover such amount from the Lender or Borrowers on demand, with interest thereon at the Borrower, as rate per annum applicable to the case may be, interest Loans made on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Agent to the Borrower to the date such corresponding amount is recovered by the Agent at a per annum rate equal to (i) from the Borrower at the applicable rate for such Loan or (ii) from a Lender at the Federal Funds Effective Rate plus one percent (1%)Drawdown Date.

Funds for Loans. (a) Not later than 1:00 p.m. 11:00 a.m. (Cleveland time) on the proposed Drawdown Date of any Revolving Credit Loans, each of the Lenders, Banks will make available to the Agent, at the Agent’s 's Head Office, in immediately available funds, the amount of such Lender’s Bank's Commitment Percentage of the amount of the requested Loans which may be disbursed pursuant to §Section 2.1. Upon receipt from each such Lender Bank of such amount, and upon receipt of the documents required by §§Section 10 and Section 11 and the satisfaction of the other conditions set forth therein, to the extent applicable, the Agent will make available to the Borrower the aggregate amount of such Revolving Credit Loans made available to the Agent by the Lenders, as applicable, Banks by crediting such amount to the account of the Borrower maintained at the Agent’s 's Head Office. The failure or refusal of any Lender Bank to make available to the Agent at the aforesaid time and place on any Drawdown Date the amount of its Commitment Percentage of the requested Loans shall not relieve any other Lender Bank from its several obligation hereunder to make available to the Agent the amount of such other Lender’s Bank's Commitment Percentage of any requested Loans, including any additional Revolving Credit Loans that may be requested subject to the terms and conditions hereof to provide funds to replace those not advanced by the Lender Bank so failing or refusing, provided that the Borrower may by notice received by the Agent no later than the Drawdown Date refuse to accept any Loan which is not fully funded in accordance with the Borrower's Loan Request subject to the terms of Section 2.5. In the event of any such failure or refusal, the Banks not so failing or refusing shall be entitled to a priority secured position as against the Bank or Banks so failing or refusing for such Loans as provided in Section 12.6. (b) Unless the Agent shall have been notified by any Lender Bank prior to the applicable Drawdown Date that such Lender Bank will not make available to the Agent such Lender’s Commitment Percentage Bank's pro rata share of a proposed Loan, the Agent may in its discretion assume that such Lender Bank has made such share of the proposed Loan available to the Agent in accordance with the provisions of this Agreement and the Agent may, if it chooses, in reliance upon such assumption make such Loan available to the Borrower, and such Lender Bank shall be liable to the Agent for the amount of such advance. If such Lender Bank does not pay such corresponding amount upon the Agent’s 's demand therefor, the Agent will promptly notify the Borrower, and the Borrower shall promptly pay such corresponding amount to the Agent. The Agent shall also be entitled to recover from the Lender Bank or the 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 Agent to the Borrower to the date such corresponding amount is recovered by the Agent at a per annum rate equal to (i) from the Borrower at the applicable rate for such Loan or (ii) from a Lender Bank at the Federal Funds Effective Rate plus one percent (1%)Rate.

Funds for Loans. (a) Not later than 1:00 p.m. 11:00 a.m. (Cleveland Boston time) on the proposed Drawdown Date of any Revolving Credit Loans, each of the Lenders, Banks will make available to the Agent, at the Agent’s 's Head Office, in immediately available funds, the amount of such Lender’s Bank's Commitment Percentage of the amount of the requested Loans which may be disbursed pursuant to §Section 2.1. Upon receipt from each such Lender Bank of such amount, and upon receipt of the documents required by §§Section 10 and Section 11 and the satisfaction of the other conditions set forth therein, to the extent extEnt applicable, the Agent will make available to the Borrower the aggregate amount of such Revolving Credit Loans made available to the Agent by the Lenders, as applicable, Banks by crediting such amount to the account of the Borrower maintained at the Agent’s 's Head Office. The failure or refusal of any Lender Bank to make available to the Agent at the aforesaid time and place on any Drawdown Date the amount of its Commitment Percentage of the requested Loans shall not relieve any other Lender Bank from its several obligation hereunder to make available to the Agent the amount of such other Lender’s Bank's Commitment Percentage of any requested Loans, including any additional Revolving Credit Loans that may be requested subject to the terms and conditions hereof to provide funds to replace those not advanced by the Lender Bank so failing or refusing, provided that the Borrower may by notice received by the Agent no later than the Drawdown Date refuse to accept any Loan which is not fully funded in accordance with the Borrower's Loan Request subject to the terms of Section 2.5. In the event of any such failure or refusal, the Banks not so failing or refusing shall be entitled to a priority secured position as against the Bank or Banks so failing or refusing for such Loans as provided in Section 12.5. (b) Unless the Agent shall have been notified by any Lender Bank prior to the applicable Drawdown Date that such Lender Bank will not make available to the Agent such Lender’s Commitment Percentage Bank's pro rata share of a proposed Loan, the Agent may in its discretion assume that such Lender Bank has made such share of the proposed Loan available to the Agent in accordance with the provisions of this Agreement and the Agent may, if it chooses, in reliance upon such assumption make such Loan available to the Borrower, and such Lender Bank shall be liable to the Agent for the amount of such advance. If such Lender Bank does not pay such corresponding amount upon the Agent’s 's demand therefor, the Agent will promptly notify the Borrower, and the Borrower shall promptly pay such corresponding amount to the Agent. The Agent shall also be entitled to recover from the Lender Bank or the 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 Agent to the Borrower to the date such corresponding amount is recovered by the Agent at a per annum rate equal to (i) from the Borrower at the applicable rate for such Loan or (ii) from a Lender Bank at the Federal Funds Effective Rate plus one percent (1%)Rate.

Funds for Loans. (a) Not later than 1:00 p.m. (Cleveland time) on the proposed Drawdown Date of any Revolving Credit Term Loans, each of the Lenders, Lenders will make available to the Agent, at the Agent’s Head Office, in immediately available funds, the amount of such Lender’s Commitment Percentage of the amount of the requested Loans which may be disbursed pursuant to §2.12.2. Upon receipt from each such Lender of such amount, and upon receipt of the documents required by §§10 and §11 and the satisfaction of the other conditions set forth therein, to the extent applicable, the Agent will make available to the Borrower the aggregate amount of such Revolving Credit Term Loans made available to the Agent by the Lenders, as applicable, by crediting such amount to the account of the Borrower maintained at the Agent’s Head Office. The failure or refusal of any Lender to make available to the Agent at the aforesaid time and place on any Drawdown Date, or on the Effective Date with respect to any Term Loans, the amount of its Commitment Percentage of the requested Loans shall not relieve any other Lender from its several obligation hereunder to make available to the Agent the amount of such other Lender’s Commitment Percentage of any requested Loans, including any additional Revolving Credit Loans that may be requested subject to the terms and conditions hereof to provide funds to replace those not advanced by the Lender so failing or refusing. (b) Unless the Agent shall have been notified by any Lender prior to the applicable Drawdown Effective Date or any Increase Date with respect to any Term Loans, that such Lender will not make available to the Agent such Lender’s Commitment Percentage of a proposed Loan, the Agent may in its discretion assume that such Lender has made such Loan available to the Agent in accordance with the provisions of this Agreement and the Agent may, if it chooses, in reliance upon such assumption make such Loan available to the Borrower, and such Lender shall be liable to the Agent for the amount of such advance. If such Lender does not pay such corresponding amount upon the Agent’s demand therefor, the Agent will promptly notify the Borrower, and the Borrower shall promptly pay such corresponding amount to the Agent. The Agent shall also be entitled to recover from the Lender or the 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 Agent to the Borrower to the date such corresponding amount is recovered by the Agent at a per annum rate equal to (i) from the Borrower at the applicable rate for such Loan or (ii) from a Lender at the Federal Funds Effective Rate plus one percent (1%)Rate.

Funds for Loans. (a) Not later than 1:00 p.m. noon (Cleveland Eastern time) on the proposed Drawdown Date of any Revolving Credit LoansLoans of any Class, each of the Lenders, Lenders of such Class will make available to the Agent, at the Agent’s Head Office, in immediately available funds, the amount of such Lender’s Commitment Applicable Percentage of the amount of the requested Loans of such Class which may be disbursed pursuant to §2.1. Upon receipt from each such Lender of such amount, and upon receipt of the documents required by §§10 and §11 and the satisfaction of the other conditions set forth thereintherein (except, in each case, to the extent waived by Agent) to the extent applicable, the Agent will make available to the Borrower the aggregate amount of such Revolving Credit Loans made available to the Agent by the Lenders, as applicable, Lenders of such Class by crediting such amount to the account of the Borrower maintained at the Agent’s Head OfficeOffice or wiring such funds in accordance with Borrower’s written instructions. The failure or refusal of any Lender to make available to the Agent at the aforesaid time and place on any Drawdown Date the amount of its Commitment Applicable Percentage of the requested Loans shall not relieve any other Lender from its several obligation hereunder to make available to the Agent the amount of such other Lender’s Commitment Applicable Percentage of any requested Loans, including any additional Revolving Credit Loans that may be requested subject to the terms and conditions hereof to provide funds to replace those not advanced by the Lender so failing or refusing. (b) Unless the Agent shall have been notified by any Lender prior to the applicable Drawdown Date that such Lender will not make available to the Agent such Lender’s Commitment Applicable Percentage of a proposed LoanLoan of such Class, the Agent may in its discretion assume that such Lender has made such Loan available to the Agent in accordance with the provisions of this Agreement and the Agent may, if it chooses, in reliance upon such assumption make such Loan available to the Borrower, and such Lender shall be liable to the Agent for the amount of such advance. If such Lender does not pay such corresponding amount upon the Agent’s demand therefor, the Agent will promptly notify the Borrower, and the Borrower shall promptly pay such corresponding amount to the Agent. The Agent shall also be entitled to recover from the such Lender or the BorrowerBorrower (without duplication), 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 Agent to the Borrower to the date such corresponding amount is recovered by the Agent at a per annum rate equal to (i) from the Borrower at the applicable rate for such Loan or (ii) from a Lender at the Federal Funds Effective Rate plus one percent (1%)Rate.

Funds for Loans. (a) Not later than 1:00 p.m. (Cleveland Boston time) on the proposed Drawdown Date of any Revolving Credit Loans, each of the Lenders, Banks will make available to the Agent, at the Agent’s its Head Office, in immediately available funds, the amount of such Lender’s Bank's Commitment Percentage of the amount of the requested Loans which may be disbursed pursuant to §2.1Loans. Upon receipt from each such Lender Bank of such amount, and upon receipt of the documents required by §§Section Section 9 and 10 and 11 and the satisfaction of the other conditions set forth therein, to the extent applicable, the Agent will make available to the Borrower Borrowers the aggregate amount of such Revolving Credit Loans made available to the Agent by the Lenders, as applicable, by crediting such amount to the account of the Borrower maintained at the Agent’s Head OfficeBanks. The failure or refusal of any Lender Bank to make available to the Agent at the aforesaid time and place on any Drawdown Date the amount of its Commitment Percentage of the requested Loans shall not relieve any other Lender Bank from its several obligation hereunder to make available to the Agent the amount of such other Lender’s Bank's Commitment Percentage of any requested Loans, including any additional Revolving Credit Loans that may be requested subject to the terms and conditions hereof to provide funds to replace those not advanced by the Lender so failing or refusing. (b) Unless The Agent may, unless notified to the contrary by any Bank prior to a Drawdown Date, assume that such Bank has made available to the Agent on such Drawdown Date the amount of such Bank's Commitment Percentage of the Loans to be made on such Drawdown Date, and the Agent may (but it shall have been notified by any Lender prior not be required to), in reliance upon such assumption, make available to the applicable Drawdown Date that such Lender will not make Borrowers a corresponding amount. If any Bank makes available to the Agent such Lender’s amount on a date after such Drawdown Date, such Bank shall pay to the Agent on demand an amount equal to the product of (i) the average computed for the period referred to in clause (iii) below, of the weighted average interest rate paid by the Agent for federal funds acquired by the Agent during each day included in such period, times (ii) the amount of such Bank's Commitment Percentage of such Loans, times (iii) a proposed Loanfraction, the numerator of which is the number of days that elapse from and including such Drawdown Date to the date on which the amount of such Bank's Commitment Percentage of such Loans shall become immediately available to the Agent, and the denominator of which is 365. A statement of the Agent may in its discretion assume that submitted to such Lender has Bank with respect to any amounts owing under this paragraph shall be prima facie evidence, absent manifest error, of the amount due and owing to the Agent by such Bank. If the amount of such Bank's Commitment Percentage of such Loans is not made such Loan available to the Agent in accordance with the provisions of this Agreement and the Agent may, if it chooses, in reliance upon by such assumption make Bank within three (3) Business Days following such Loan available to the Borrower, and such Lender shall be liable to the Agent for the amount of such advance. If such Lender does not pay such corresponding amount upon the Agent’s demand thereforDrawdown Date, the Agent will promptly notify the Borrower, and the Borrower shall promptly pay such corresponding amount to the Agent. The Agent shall also be entitled to recover such amount from the Lender or Borrowers on demand, with interest thereon at the Borrower, as rate per annum applicable to the case may be, interest Loans made on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Agent to the Borrower to the date such corresponding amount is recovered by the Agent at a per annum rate equal to (i) from the Borrower at the applicable rate for such Loan or (ii) from a Lender at the Federal Funds Effective Rate plus one percent (1%)Drawdown Date.

Funds for Loans. (a) Not later than 1:00 2:00 p.m. (Cleveland time) on the proposed Drawdown Date of any Revolving Credit Loans, each of the Lenders, Lenders will make available to the Agent, at the Agent’s Head Office, in immediately available funds, the amount of such Lender’s Commitment Percentage of the amount of the requested Revolving Credit Loans which may be disbursed pursuant to §2.1. Upon receipt from each such Lender of such amount, and upon receipt of the documents required by §§10 and 11 and the satisfaction of the other conditions set forth therein, to the extent applicable, the Agent will make available to the Borrower the aggregate amount of such Revolving Credit Loans made available to the Agent by the Lenders, as applicable, as instructed by crediting such amount to Borrower not later than 3:00 p.m. on the account proposed Drawdown Date of the Borrower maintained at the Agent’s Head Officeany Revolving Credit Loans. The failure or refusal of any Lender to make available to the Agent at the aforesaid time and place on any Drawdown Date the amount of its Commitment Percentage of the requested Revolving Credit Loans shall not relieve any other Lender from its several obligation hereunder to make available to the Agent the amount of such other Lender’s Commitment Percentage of any requested Loans, including any additional Revolving Credit Loans that may be requested subject to the terms and conditions hereof to provide funds to replace those not advanced by the Lender so failing or refusingLoans. (b) Unless the Agent shall have been notified by any Lender prior to the applicable Drawdown Date that such Lender will not make available to the Agent such Lender’s Commitment Percentage of a proposed Loan, the Agent may in its discretion assume that such Lender has made such Loan available to the Agent in accordance with the provisions of this Agreement and the Agent may, if it chooses, in reliance upon such assumption make such Loan available to the Borrower, and such Lender shall be liable to the Agent for the amount of such advance. If such Lender does not pay such corresponding amount upon the Agent’s demand therefor, the Agent will promptly notify the Borrower, and the Borrower shall promptly pay such corresponding amount to the Agent. The Agent shall also be entitled to recover from the Lender or the 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 Agent to the Borrower to the date such corresponding amount is recovered by the Agent at a per annum rate equal to (i) from the Borrower at the applicable rate for such Loan or (ii) from a Lender at the Federal Funds Effective Rate plus one percent (1%).

Funds for Loans. (a) Not later than 1:00 p.m. noon (Cleveland Eastern time) on the proposed Drawdown Closing Date of any Revolving Credit Loans, each of the Lenders, Lenders will make available to the Agent, at the Agent’s Head Office, in immediately available funds, the amount of such Lender’s Commitment Percentage of the amount of the requested Loans which may be disbursed pursuant to §2.1. Upon receipt from each such Lender of such amount, and upon receipt of the documents required by §§10 and §11 and the satisfaction of the other conditions set forth thereintherein (except, in each case, to the extent waived by Agent) to the extent applicable, the Agent will make available to the Borrower Borrowers the aggregate amount of such Revolving Credit Loans made available to the Agent by the Lenders, as applicable, Lenders by crediting such amount to the account of the Borrower Borrowers maintained at the Agent’s Head OfficeOffice or wiring such funds in accordance with the Borrowers’ written instructions. The failure or refusal of any Lender to make available to the Agent at the aforesaid time and place on any Drawdown the Closing Date the amount of its Commitment Percentage of the requested Loans shall not relieve any other Lender from its several obligation hereunder to make available to the Agent the amount of such other Lender’s Commitment Percentage of any requested Loans, including any additional Revolving Credit Loans that may be requested subject to the terms and conditions hereof to provide funds to replace those not advanced by the Lender so failing or refusing. (b) Unless the Agent shall have been notified by any Lender prior to the applicable Drawdown Closing Date that such Lender will not make available to the Agent such Lender’s Commitment Percentage of a proposed the Loan, the Agent may in its discretion assume that such Lender has made such Loan available to the Agent in accordance with the provisions of this Agreement and the Agent may, if it chooses, in reliance upon such assumption make such Loan available to the BorrowerBorrowers, and such Lender shall be liable to the Agent for the amount of such advance. If such Lender does not pay such corresponding amount upon the Agent’s demand therefor, the Agent will promptly notify the BorrowerBorrowers, and the Borrower Borrowers shall promptly pay such corresponding amount to the Agent. The Agent shall also be entitled to recover from the such Lender or the BorrowerBorrowers (without duplication), 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 Agent to the Borrower Borrowers to the date such corresponding amount is recovered by the Agent at a per annum rate equal to (i) from the Borrower Borrowers at the applicable rate for such Loan or (ii) from a Lender at the Federal Funds Effective Rate plus one percent (1%).Rate. NYDOCS03/1107437.11107437.2

Funds for Loans. (a) Not later than 1:00 p.m. (Cleveland time) on the proposed Drawdown Date of any Revolving Credit Loans or Term Loans, each of the Revolving Credit Lenders or Term Loan Lenders, as applicable, will make available to the Agent, at the Agent’s Head Office, in immediately available funds, the amount of such Lender’s Commitment Percentage of the amount of the requested Loans which may be disbursed pursuant to §2.12.1 or §2. 2.2.1. Upon receipt from each such Revolving Credit Lender or Term Loan Lender, as applicable, of such amount, and upon receipt of the documents required by §§10 and §11 and the satisfaction of the other conditions set forth therein, to the extent applicable, the Agent will make available to the Borrower the aggregate amount of such Revolving Credit Loans or Term Loans made available to the Agent by the Revolving Credit Lenders or Term Loan Lenders, as applicable, by crediting such amount to the account of the Borrower maintained at the Agent’s Head Office. The failure or refusal of any Revolving Credit Lender or Term Loan Lender to make available to the Agent at the aforesaid time and place on any Drawdown Date the amount of its Commitment Percentage of the requested Loans shall not relieve any other Revolving Credit Lender or Term Loan Lender from its several obligation hereunder to make available to the Agent the amount of such other Lender’s Commitment Percentage of any requested Loans, including any additional Revolving Credit Loans that may be requested subject to the terms and conditions hereof to provide funds to replace those not advanced by the Lender so failing or refusing. In the event of any such failure or refusal, the Lenders not so failing or refusing shall be entitled to a priority secured position as against the Lender or Lenders so failing or refusing to make available to the Borrower the amount of its or their Commitment Percentage for such Loans as provided in §12.5. (b) Unless the Agent shall have been notified by any Lender prior to the applicable Drawdown Date that such Lender will not make available to the Agent such Lender’s Commitment Percentage of a proposed Loan, the Agent may in its discretion assume that such Lender has made such Loan available to the Agent in accordance with the provisions of this Agreement and the Agent may, if it chooses, in reliance upon such assumption make such Loan available to the Borrower, and such Lender shall be liable to the Agent for the amount of such advance. If such Lender does not pay such corresponding amount upon the Agent’s demand therefor, the Agent will promptly notify the Borrower, and the Borrower shall promptly pay such corresponding amount to the Agent. The Agent shall also be entitled to recover from the Lender or the 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 Agent to the Borrower to the date such corresponding amount is recovered by the Agent at a per annum rate equal to (i) from the Borrower at the applicable rate for such Loan or (ii) from a Lender at the Federal Funds Effective Rate plus one percent (1%)Rate.

Funds for Loans. (a) Not later than 1:00 p.m. 11:00 a.m. (Cleveland Boston time) on the proposed Drawdown Date of any Revolving Credit Loans, each of the LendersBanks, severally, will make available to the Administrative Agent, at the Agent’s Head Officeits head office, in immediately available funds, the amount of such Lender’s Bank's ST Commitment Percentage of the amount of the requested ST Loans which may be disbursed pursuant to §2.1and/or such Bank's MT Commitment Percentage of the requested MT Loans (as applicable). Upon receipt from each such Lender Bank of such amount, and upon receipt of the documents required by §§10 section 8 and 11 9 and the satisfaction of the other conditions set forth therein, to the extent applicable, the Administrative Agent will make available to the Borrower the aggregate amount of such Revolving Credit Loans made available to the Agent by the Lenders, as applicable, by crediting such amount to the account of the Borrower maintained at the Agent’s Head OfficeBorrower. The failure or refusal of any Lender Bank to make available to the Administrative Agent at the aforesaid time and place on any Drawdown Date the amount of its ST Commitment Percentage of the amount of the requested ST Loans and/or its MT Commitment Percentage of the requested MT Loans (as applicable) shall not relieve any other Lender Bank from its several obligation hereunder to make available to the Administrative Agent the amount of such other Lender’s Bank's ST Commitment Percentage of any the amount of the requested Loans, including any additional Revolving Credit ST Loans that may be and/or such Bank's MT Commitment Percentage of the requested subject to the terms and conditions hereof to provide funds to replace those not advanced by the Lender so failing or refusingMT Loans (as applicable). (b) Unless The Administrative Agent may (unless notified to the Agent shall have been notified contrary by any Lender Bank prior to the applicable a Drawdown Date Date) assume that such Lender will not make each Bank has made available to the Administrative Agent on such Lender’s Drawdown Date the amount of such Bank's ST Commitment Percentage of a proposed Loanthe amount of the requested ST Loans and/or such Bank's MT Commitment Percentage of the requested MT Loans (as applicable) to be made on such Drawdown Date, and the Administrative Agent may in its discretion assume that such Lender has made such Loan available to the Agent in accordance with the provisions of this Agreement and the Agent may, if (but it choosesshall not be required to), in reliance upon such assumption assumption, make such Loan available to the Borrower, and such Lender shall be liable Borrower a corresponding amount. If any Bank makes available to the Administrative Agent such amount advanced by the Administrative Agent on a date after such Drawdown Date, such Bank shall pay to the Administrative Agent on demand an amount equal to the product of (i) the average computed for the period referred to in clause (iii) below, of the weighted average interest rate paid by the Administrative Agent for federal funds acquired by the Administrative Agent during each day included in such period, times (ii) the amount of such advance. If Bank's ST Commitment Percentage of the amount of such Lender does not pay ST Loans and/or such corresponding amount upon the Agent’s demand thereforBank's MT Commitment Percentage of such MT Loans (as applicable), times (iii) a fraction, the Agent will promptly notify numerator of which is the Borrowernumber of days that elapse from and including such Drawdown Date to the date on which the amount of such Bank's ST Commitment Percentage of the amount of such ST Loans and/or such Bank's MT Commitment Percentage of such MT Loans (as applicable) shall become immediately available to the Administrative Agent, and the Borrower shall promptly pay denominator of which is 360. If the amount of such corresponding Bank's ST Commitment Percentage of the amount of such ST Loans and/or such Bank's MT Commitment Percentage of such MT Loans (as applicable) is not made available to the Agent. The Administrative Agent by such Bank within three (3) Business Days of such Drawdown Date, the Administrative Agent shall also be entitled to recover from the Lender or the 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 Agent to the Borrower to the date such corresponding amount is recovered by the Agent at a per annum rate equal to (i) from the Borrower on demand, with interest thereon at the rate per annum applicable rate for to the Loans made on such Loan or (ii) from a Lender at Drawdown Date. A statement of the Federal Funds Effective Rate plus one percent (1%)Administrative Agent submitted to any Bank with respect to any amounts owing under this paragraph shall be prima facie evidence of the amount due and owing to the Administrative Agent by such Bank.

Funds for Loans. (a) Not later than 1:00 p.m. 11:00 a.m. (Cleveland time) on the proposed Drawdown Date of any Revolving Credit Loans, each of the Lenders, Banks will make available to the Agent, at the Agent’s 's Head Office, in immediately available funds, the amount of such Lender’s Bank's Commitment Percentage of the amount of the requested Loans which may be disbursed pursuant to §Section 2.1. Upon receipt from each such Lender Bank of such amount, and upon receipt of the documents required by §§Section 10 and Section 11 and the satisfaction of the other conditions set forth therein, to the extent applicable, the Agent will make available to the Borrower the aggregate amount of such Revolving Credit Loans made available to the Agent by the Lenders, as applicable, Banks by crediting such amount to the account of the Borrower maintained at the Agent’s 's Head Office. The failure or refusal of any Lender Bank to make available to the Agent at the aforesaid time and place on any Drawdown Date the amount of its Commitment Percentage of the requested Loans shall not relieve any other Lender Bank from its several obligation hereunder to make available to the Agent the amount of such other Lender’s Bank's Commitment Percentage of any requested Loans, including any additional Revolving Credit Loans that may be requested subject to the terms and conditions hereof to provide funds to replace those not advanced by the Lender Bank so failing or refusing. (b) Unless the Agent shall have been notified by any Lender Bank prior to the applicable Drawdown Date that such Lender Bank will not make available to the Agent such Lender’s Commitment Percentage Bank's pro rata share of a proposed Loan, the Agent may in its discretion assume that such Lender Bank has made such share of the proposed Loan available to the Agent in accordance with the provisions of this Agreement and the Agent may, if it chooses, in reliance upon such assumption make such Loan available to the Borrower, and such Lender Bank shall be liable to the Agent for the amount of such advance. If such Lender Bank does not pay such corresponding amount upon the Agent’s 's demand therefor, the Agent will promptly notify the Borrower, and the Borrower shall promptly pay such corresponding amount to the Agent. The Agent shall also be entitled to recover from the Lender Bank or the 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 Agent to the Borrower to the date such corresponding amount is recovered by the Agent at a per annum rate equal to (i) from the Borrower at the applicable rate for such Loan or (ii) from a Lender Bank at the Federal Funds Effective Rate plus one percent (1%)Rate.

Funds for Loans. (a) Not later than 1:00 p.m. (Cleveland New York time) on the proposed Drawdown Date of any Revolving Credit LoansAdvance, each of the Lenders, Lenders will make available to the Agent, at the Agent’s Head Office, in immediately available funds, the amount of such Lender’s Commitment Percentage of the amount of the requested Loans Advance which may be disbursed pursuant to §2.1. Upon receipt from each such Lender of such amount, and upon receipt of the documents required by §§10 and §11 and the satisfaction of the other conditions set forth therein, to the extent applicable, the Agent will make available to the Borrower the aggregate amount of such Revolving Credit Loans Advance made available to the Agent by the Lenders, as applicable, Lenders by crediting such amount to the account of the Borrower maintained at the Agent’s Head Office. The failure or refusal of any Lender to make available to the Agent at the aforesaid time and place on any Drawdown Date the amount of its Commitment Percentage of the requested Loans Advance shall not relieve any other Lender from its several obligation hereunder to make available to the Agent the amount of such other Lender’s Commitment Percentage of any requested LoansAdvance, including any additional Revolving Credit Loans Advance that may be requested subject to the terms and conditions hereof to provide funds to replace those not advanced by the Lender so failing or refusing. In the event of any such failure or refusal, the Lenders not so failing or refusing shall be entitled to a priority position as against the Lender or Lenders so failing or refusing to make available to the Borrower the amount of its or their Commitment Percentage for such Loans as provided in §12.5. (b) Unless the Agent shall have been notified by any Lender prior to the applicable Drawdown Date that such Lender will not make available to the Agent such Lender’s Commitment Percentage of a proposed LoanAdvance, the Agent may in its discretion assume that such Lender has made such Loan portion of the applicable Advance available to the Agent in accordance with the provisions of this Agreement and the Agent may, if it chooses, in reliance upon such assumption make such Loan portion of the applicable advance available to the Borrower, and such Lender shall be liable to the Agent for the amount of such advanceportion of the applicable Advance. If such Lender does not pay such corresponding amount upon the Agent’s demand therefor, the Agent will promptly notify the Borrower, and the Borrower shall promptly pay such corresponding amount to the Agent. The Agent shall also be entitled to recover from the Lender or the 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 Agent to the Borrower to the date such corresponding amount is recovered by the Agent at a per annum rate equal to (i) from the Borrower at the applicable rate for such Loan portion of the applicable Advance or (ii) from a Lender at the Federal Funds Effective Rate plus one percent (1%)Rate.

Funds for Loans. (a) Not Subject to (S)2.5 and other provisions of this Agreement, not later than 1:00 p.m. 11:00 a.m. (Cleveland Boston time) on the proposed Drawdown Borrowing Date of any Revolving Credit Loans, each of the Lenders, Lenders will make available to the Agent, at the Agent’s 's Head Office, in immediately available funds, the amount of such Lender’s 's Commitment Percentage of the amount of the requested Loans which may be disbursed pursuant to §2.1Loans. Upon receipt from each such Lender of such amount, and upon receipt of the documents required by §§10 and (S)(S)10 or 11 (whichever is applicable) and the satisfaction of the other conditions set forth therein, to the extent applicable, the Agent will make available to the Borrower the aggregate amount of such Revolving Credit Loans made available to the Agent by the Lenders, as applicable, by crediting such amount to the account of the Borrower maintained at the Agent’s Head Office. The failure or refusal of any Lender to make available to the Agent at the aforesaid time and place on any Drawdown Borrowing Date the amount of its Commitment Percentage of the requested Loans shall not relieve any other Lender from its several obligation hereunder to make available to the Agent the amount of such other Lender’s 's Commitment Percentage of any requested Loans, including Loans but shall not obligate any additional Revolving Credit other Lender or Agent to fund more than its Commitment Percentage of the requested Loans that may be requested subject or to the terms and conditions hereof to provide funds to replace those not advanced by the Lender so failing or refusingincrease its Commitment Percentage. (b) Unless The Agent may, unless notified to the Agent shall have been notified contrary by any Lender prior to the applicable Drawdown Date that such Lender will not make available to the Agent such Lender’s Commitment Percentage of a proposed LoanBorrowing Date, the Agent may in its discretion assume that such Lender has made such Loan available to the Agent in accordance with on such Borrowing Date the provisions amount of this Agreement such Lender's Commitment Percentage of the Loans to be made on such Borrowing Date, and the Agent may, if may (but it choosesshall not be required to), in reliance upon such assumption assumption, make such Loan available to the BorrowerBorrower a corresponding amount. If any Lender makes available to the Agent such amount on a date after such Borrowing Date, and such Lender shall be liable pay to the Agent on demand an amount equal to the product of (i) the average computed for the period referred to in clause (iii) below, of the weighted average interest rate paid by the Agent for federal funds acquired by the Agent during each day included in such period, times (ii) the amount of such advance. If Lender's Commitment Percentage of such Lender does not pay Loans, times (iii) a fraction, the numerator of which is the number of days or portion thereof that elapsed from and including such corresponding Borrowing Date to the date on which the amount upon of such Lender's Commitment Percentage of such Loans shall become immediately available to the Agent’s demand therefor, the Agent will promptly notify the Borrower, and the Borrower shall promptly pay such corresponding amount to the Agent. The Agent shall also be entitled to recover from the Lender or the Borrower, as the case may be, interest on such corresponding amount in respect denominator of each day from the date such corresponding amount was made available by the Agent to the Borrower to the date such corresponding amount which is recovered by the Agent at a per annum rate equal to (i) from the Borrower at the applicable rate for such Loan or (ii) from a Lender at the Federal Funds Effective Rate plus one percent (1%)365.

Funds for Loans. (a) Not later than 1:00 p.m. (Cleveland time) on the proposed Drawdown Date of any Revolving Credit Loans, each of the Lenders, Lenders will make available to the Agent, at the Agent’s Head Office, in immediately available funds, the amount of such Lender’s Commitment Percentage of the amount of the requested Revolving Credit Loans which may be disbursed pursuant to §2.1. Upon receipt from each such Lender of such amount, and upon receipt of the documents required by §§10 and §11 and the satisfaction of the other conditions set forth therein, to the extent applicable, the Agent will make available to the Borrower the aggregate amount of such Revolving Credit Loans made available to the Agent by the Lenders, as applicable, Lenders by crediting such amount to the account of the Borrower maintained at the Agent’s Head Office. The failure or refusal of any Lender to make available to the Agent at the aforesaid time and place on any Drawdown Date the amount of its Commitment Percentage of the requested Loans Revolving Credit Loan shall not relieve any other Lender from its several obligation hereunder to make available to the Agent the amount of such other Lender’s Commitment Percentage of any requested LoansRevolving Credit Loan, including any additional Revolving Credit Loans that may be requested subject to the terms and conditions hereof to provide funds to replace those not advanced by the Lender so failing or refusing. In the event of any such failure or refusal, the Lenders not so failing or refusing shall be entitled to a priority position as against the Lender or Lenders so failing or refusing to make available to the Borrower the amount of its or their Commitment Percentage for such Loans as provided in §12.5. (b) Unless the Agent shall have been notified by any Lender prior to the applicable Drawdown Date that such Lender will not make available to the Agent such Lender’s Commitment Percentage of a proposed Loan, the Agent may in its discretion assume that such Lender has made such Loan available to the Agent in accordance with the provisions of this Agreement and the Agent may, if it chooses, in reliance upon such assumption make such Loan available to the Borrower, and such Lender shall be liable to the Agent for the amount of such advance. If such Lender does not pay such corresponding amount upon the Agent’s demand therefor, the Agent will promptly notify the Borrower, and the Borrower shall promptly pay such corresponding amount to the Agent. The Agent shall also be entitled to recover from the Lender or the 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 Agent to the Borrower to the date such corresponding amount is recovered by the Agent at a per annum rate equal to (i) from the Borrower at the applicable rate for such Loan or (ii) from a Lender at the Federal Funds Effective Rate plus one percent (1%)Rate.

Funds for Loans. (a) Not later than 1:00 p.m. noon (Cleveland Eastern time) on the proposed Drawdown Closing Date of any Revolving Credit Loans, each of the Lenders, Lenders will make available to the Agent, at the Agent’s Head Office, in immediately available funds, the amount of such Lender’s Commitment Percentage of the amount of the requested Loans which may be disbursed pursuant to §2.1. Upon receipt from each such Lender of such amount, and upon receipt of the documents required by §§10 and §11 and the satisfaction of the other conditions set forth thereintherein (except, in each case, to the extent waived by Agent) to the extent applicable, the Agent will make available to the Borrower Borrowers the aggregate amount of such Revolving Credit Loans made available to the Agent by the Lenders, as applicable, Lenders by crediting such amount to the account of the Borrower Borrowers maintained at the Agent’s Head OfficeOffice or wiring such funds in accordance with the Borrowers’ written instructions. The failure or refusal of any Lender to make available to the Agent at the aforesaid time and place on any Drawdown the Closing Date the amount of its Commitment Percentage of the requested Loans shall not relieve any other Lender from its several obligation hereunder to make available to the Agent the amount of such other Lender’s Commitment Percentage of any requested Loans, including any additional Revolving Credit Loans that may be requested subject to the terms and conditions hereof to provide funds to replace those not advanced by the Lender so failing or refusing. (b) Unless the Agent shall have been notified by any Lender prior to the applicable Drawdown Closing Date that such Lender will not make available to the Agent such Lender’s Commitment Percentage of a proposed the Loan, the Agent may in its discretion assume that such Lender has made such Loan available to the Agent in accordance with the provisions of this Agreement and the Agent may, if it chooses, in reliance upon such assumption make such Loan available to the BorrowerBorrowers, and such Lender shall be liable to the Agent for the amount of such advance. If such Lender does not pay such corresponding amount upon the Agent’s demand therefor, the Agent will promptly notify the BorrowerNYDOCS03/1106944.11106944.3 Borrowers, and the Borrower Borrowers shall promptly pay such corresponding amount to the Agent. The Agent shall also be entitled to recover from the such Lender or the BorrowerBorrowers (without duplication), 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 Agent to the Borrower Borrowers to the date such corresponding amount is recovered by the Agent at a per annum rate equal to (i) from the Borrower Borrowers at the applicable rate for such Loan or (ii) from a Lender at the Federal Funds Effective Rate plus one percent (1%)Rate.

Funds for Loans. (a) Not later than 1:00 p.m. Noon (Cleveland Eastern time) on the proposed Drawdown Date of any Revolving Credit Loans, if such Loan is approved by the Agent, each of the Lenders, Lenders will make available to the Agent, at the Agent’s Head Office, in immediately available funds, the amount of such Lender’s Commitment Percentage of the amount of the requested Loans which may be disbursed pursuant to §2.1. Upon receipt from each such Lender of such amount, and upon receipt of the documents required by §§10 and §11 and the satisfaction of the other conditions set forth therein, therein to the extent applicable, the Agent will make available to the Borrower the aggregate amount of such Revolving Credit Loans made available to the Agent by the Lenders, as applicable, Lenders by crediting such amount to the account of the Borrower maintained at the Agent’s Head OfficeOffice or wiring such funds in accordance with Borrower’s written instructions. The failure or refusal of any Lender to make available to the Agent at the aforesaid time and place on any Drawdown Date the amount of its Commitment Percentage of the requested Loans shall not relieve any other Lender from its several obligation hereunder to make available to the Agent the amount of such other Lender’s Commitment Percentage of any requested Loans, including any additional Revolving Credit Loans that may be requested subject to the terms and conditions hereof to provide funds to replace those not advanced by the Lender so failing or refusing. In the event of any such failure or refusal, the Lenders not so failing or refusing shall be entitled to a priority secured position as against the Lender or Lenders so failing or refusing to make available to the Borrower the amount of its or their Commitment Percentage for such Loans as provided in §12.5. (b) Unless the Agent shall have been notified by any Lender prior to the applicable Drawdown Date that such Lender will not make available to the Agent such Lender’s Commitment Percentage of a proposed LoanLoan (a “Refusal Notice”), the Agent may in its discretion assume that such Lender has made such Loan available to the Agent in accordance with the provisions of this Agreement and the Agent may, if it chooses, in reliance upon such assumption make such Loan available to the Borrower, and such Lender shall be liable to the Agent for the amount of such advance. Prior to making any such advance on behalf of a Lender, Agent shall endeavor to provide prior notice to Borrower of any Refusal Notice received by Agent and Borrower shall have the right to cancel such requested advance. If such Lender does not pay such corresponding amount upon the Agent’s demand therefor, the Agent will promptly notify the Borrower, and the Borrower shall promptly pay such corresponding amount to the Agent. The Agent shall also be entitled to recover from the Lender or the BorrowerBorrower (without duplication), 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 Agent to the Borrower to the date such corresponding amount is recovered by the Agent at a per annum rate equal to (i) from the Borrower at the applicable rate for such Loan or (ii) from a Lender at the Federal Funds Effective Rate plus one percent (1%)Rate.

Funds for Loans. (a) Not later than 1:00 12:00 p.m. (Cleveland Boston time) on the proposed Drawdown Date of any Revolving Credit Loans, each of the Lenders, Banks will make available to the Agent, at the Agent’s 's Head Office, in immediately available funds, the amount of such Lender’s Bank's Commitment Percentage of the amount of the requested Loans which may be disbursed pursuant to §2.1Loans. Upon receipt from each such Lender Bank of such amount, and upon receipt of the documents required by §§10 and [SECTION] 11 and the satisfaction of the other conditions set forth thereinherein, to the extent applicable, the Agent will make available to the Borrower the aggregate amount of such Revolving Credit Loans made available to the Agent by the Lenders, as applicable, by crediting such Banks. The Agent shall make reasonable efforts to fund the aggregate amount of the Loans to the account of Borrower by 2:00 p.m. on the Borrower maintained at the Agent’s Head OfficeDrawdown Date. The failure or refusal of any Lender Bank to make available to the Agent at the aforesaid time and place on any Drawdown Date the amount of its Commitment Percentage of the requested Loans shall not relieve any other Lender Bank from its several obligation hereunder to make available to the Agent the amount of such other Lender’s Bank's Commitment Percentage of any requested Loans, including Loans but shall not obligate any additional Revolving Credit other Bank or Agent to fund more than its Commitment Percentage of the requested Loans that may be requested subject or to the terms and conditions hereof to provide funds to replace those not advanced by the Lender so failing or refusingincrease its Commitment Percentage. (b) Unless The Agent may, unless notified to the contrary by any Bank prior to a Drawdown Date, assume that such Bank has made available to the Agent on such Drawdown Date the amount of such Bank's Commitment Percentage of the Loans to be made on such Drawdown Date, and the Agent may (but it shall have been notified by any Lender prior not be required to), in reliance upon such assumption, make available to the applicable Drawdown Date that such Lender will not make Borrower a corresponding amount. If any Bank makes available to the Agent such Lender’s Commitment Percentage of amount on a proposed Loandate after such Drawdown Date, the Agent may in its discretion assume that such Lender has made such Loan available Bank shall pay to the Agent in accordance with the provisions of this Agreement and the Agent may, if it chooses, in reliance upon such assumption make such Loan available on demand an amount equal to the Borrowerproduct of (i) the average computed for the period referred to in clause (iii) below, and such Lender shall be liable to of the weighted average interest rate paid by the Agent for federal funds acquired by the Agent during each day included in such period, TIMES (ii) the amount of such advance. If Bank's Commitment Percentage of such Lender does not pay Loans, TIMES (iii) a fraction, the numerator of which is the number of days or portion thereof that elapsed from and including such corresponding Drawdown Date to the date on which the amount upon of such Bank's Commitment Percentage of such Loans shall become immediately available to the Agent’s demand therefor, the Agent will promptly notify the Borrower, and the Borrower denominator of which is 365. A statement of the Agent submitted to such Bank with respect to any amounts owing under this paragraph shall promptly pay such corresponding be PRIMA FACIE evidence of the amount due and owing to the Agent. The Agent shall also be entitled to recover from the Lender or the Borrower, as the case may be, interest on by such corresponding amount in respect of each day from the date such corresponding amount was made available by the Agent to the Borrower to the date such corresponding amount is recovered by the Agent at a per annum rate equal to (i) from the Borrower at the applicable rate for such Loan or (ii) from a Lender at the Federal Funds Effective Rate plus one percent (1%)Bank.

Funds for Loans. (a) Not later than 1:00 p.m. 11:00 a.m. (Cleveland Boston time) on the proposed Drawdown Date of any Revolving Credit Loans, each of the Lenders, Banks will make available to the Agent, at the Agent’s 's Head Office, in immediately available funds, the amount of such Lender’s Bank's Commitment Percentage of the amount of the requested Loans which may be disbursed pursuant to §Section 2.1. Upon receipt from each such Lender Bank of such amount, and upon receipt of the documents required by §§Section 10 and Section 11 and the satisfaction of the other conditions set forth therein, to the extent applicable, the Agent will make available to the Borrower the aggregate amount of such Revolving Credit Loans made available to the Agent by the Lenders, as applicable, Banks by crediting such amount to the account of the Borrower maintained at the Agent’s 's Head Office. The failure or refusal of any Lender Bank to make available to the Agent at the aforesaid time and place on any Drawdown Date the amount of its Commitment Percentage of the requested Loans shall not relieve any other Lender Bank from its several obligation hereunder to make available to the Agent the amount of such other Lender’s Bank's Commitment Percentage of any requested Loans, including any additional Revolving Credit Loans that may be requested subject to the terms and conditions hereof to provide funds to replace those not advanced by the Lender Bank so failing or refusing, provided that the Borrower may by notice received by the Agent no later than the Drawdown Date refuse to accept any Loan which is not fully funded in accordance with the Borrower's Loan Request subject to the terms of Section 2.5. In the event of any such failure or refusal, the Banks not so failing or refusing shall be entitled to a priority secured position as against the Bank or Banks so failing or refusing for such Loans as provided in Section 12.6. (b) Unless the Agent shall have been notified by any Lender Bank prior to the applicable Drawdown Date that such Lender Bank will not make available to the Agent such Lender’s Commitment Percentage Bank's pro rata share of a proposed Loan, the Agent may in its discretion assume that such Lender Bank has made such share of the proposed Loan available to the Agent in accordance with the provisions of this Agreement and the Agent may, if it chooses, in reliance upon such assumption make such Loan available to the Borrower, and such Lender Bank shall be liable to the Agent for the amount of such advance. If such Lender does not pay such corresponding amount upon the Agent’s demand therefor, the Agent will promptly notify the Borrower, and the Borrower shall promptly pay such corresponding amount to the Agent. The Agent shall also be entitled to recover from the Lender or the 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 Agent to the Borrower to the date such corresponding amount is recovered by the Agent at a per annum rate equal to (i) from the Borrower at the applicable rate for such Loan or (ii) from a Lender at the Federal Funds Effective Rate plus one percent (1%).

Funds for Loans. (a) Not later than 1:00 p.m. (Cleveland time) on the proposed Drawdown Date of any Revolving Credit Loans or Term Loans, each of the Revolving Credit Loans or Term Loan Lenders, as applicable, will make available to the Agent, at the Agent’s Head Office, in immediately available funds, the amount of such Lender’s Commitment Percentage of the amount of the requested Loans which may be disbursed pursuant to §2.12.1 or §2.2. Upon receipt from each such Lender of such amount, and upon receipt of the documents required by §§10 and §11 and the satisfaction of the other conditions set forth therein, to the extent applicable, the Agent will make available to the Borrower the aggregate amount of such Revolving Credit Loans or Term Loans made available to the Agent by the Lenders, as applicable, by crediting such amount to the account of the Borrower maintained at the Agent’s Head Office. The failure or refusal of any Revolving Credit Lender or Term Loan Lender to make available to the Agent at the aforesaid time and place on any Drawdown Date the amount of its Commitment Percentage of the requested Loans shall not relieve any other Revolving Credit Lender or Term Loan Lender from its several obligation hereunder to make available to the Agent the amount of such other Lender’s Commitment Percentage of any requested Loans, including any additional Revolving Credit Loans that may be requested subject to the terms and conditions hereof to provide funds to replace those not advanced by the Lender so failing or refusing. (b) Unless the Agent shall have been notified by any Lender prior to the applicable Drawdown Date that such Lender will not make available to the Agent such Lender’s Commitment Percentage of a proposed Loan, the Agent may in its discretion assume that such Lender has made such Loan available to the Agent in accordance with the provisions of this Agreement and the Agent may, if it chooses, in reliance upon such assumption make such Loan available to the Borrower, and such Lender shall be liable to the Agent for the amount of such advance. If such Lender does not pay such corresponding amount upon the Agent’s demand therefor, the Agent will promptly notify the Borrower, and the Borrower shall promptly pay such corresponding amount to the Agent. The Agent shall also be entitled to recover from the Lender or the 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 Agent to the Borrower to the date such corresponding amount is recovered by the Agent at a per annum rate equal to (i) from the Borrower at the applicable rate for such Loan or (ii) from a Lender at the Federal Funds Effective Rate plus one percent (1%)Rate.

Funds for Loans. (a) Not later than 1:00 p.m. (Cleveland Boston time) on the proposed Drawdown Date of any Revolving Credit the Loans, each of the Lenders, Lenders will make available to the Agent, at the Agent’s 's Head Office, in immediately available funds, the amount of such Lender’s 's Commitment Percentage of the amount of the requested Loans which may be disbursed pursuant to §Section 2.1. Upon receipt from -21- each such Lender of such amount, and upon receipt of the documents required by §§Section 10 and Section 11 and the satisfaction of the other conditions set forth therein, to the extent applicable, the Agent will make available to the Borrower the aggregate amount of such Revolving Credit Loans made available to the Agent by the Lenders, as applicable, Lenders by crediting such amount to the account of the Borrower maintained at the Agent’s 's Head OfficeOffice or, at Agent's option, by disbursing such amount directly to the Trustee under the Indenture (or other paying agent, if applicable), in connection with the repayment of the Maturing Notes. Such disbursement to the Trustee or other paying agent shall be made pursuant to the wire transfer instructions submitted by the Borrower and confirmed by the Trustee or other paying agent, if applicable. The failure or refusal of any Lender to make available to the Agent at the aforesaid time and place on any Drawdown Date the amount of its Commitment Percentage of the requested Loans shall not relieve any other Lender from its several obligation hereunder to make available to the Agent the amount of such other Lender’s 's Commitment Percentage of any requested Loans, including any additional Revolving Credit Loans that may be requested subject to the terms and conditions hereof to provide funds to replace those not advanced by the Lender so failing or refusing. In the event of any such failure or refusal, the Lenders not so failing or refusing shall be entitled to a priority secured position as against the Lender or Lenders so failing or refusing to make available to the Borrower the amount of its or their Commitment Percentage for such Loans as provided in Section 12.5. (b) Unless the Agent shall have been notified by any Lender prior to the applicable Drawdown Date that such Lender will not make available to the Agent such Lender’s 's Commitment Percentage of a the proposed Loan, the Agent may in its discretion assume that such Lender has made such Loan available to the Agent in accordance with the provisions of this Agreement and the Agent may, if it chooses, in reliance upon such assumption make such Loan available to the Borrower, and such Lender shall be liable to the Agent for the amount of such advance. If such Lender does not pay such corresponding amount upon the Agent’s 's demand therefor, the Agent will promptly notify the Borrower, and the Borrower shall promptly pay such corresponding amount to the Agent. The Agent shall also be entitled to recover from the Lender or the 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 Agent to the Borrower to the date such corresponding amount is recovered by the Agent at a per annum rate equal to (i) from the Borrower at the applicable rate for such Loan or (ii) from a Lender at the Federal Funds Effective Rate plus one percent (1%)Rate.

Funds for Loans. (a) Not later than 1:00 p.m. Noon (Cleveland Eastern time) on the proposed Drawdown Date of any Revolving Credit Loans, each of the Lenders, Lenders will make available to the Agent, at the Agent’s Head Office, in immediately available funds, the amount of such Lender’s Commitment Percentage of the amount of the requested Loans which may be disbursed pursuant to §2.1. Upon receipt from each such Lender of such amount, and upon receipt of the documents required by §§10 and §11 and the satisfaction of the other conditions set forth therein, therein to the extent applicable, the Agent will make available to the Borrower Borrowers the aggregate amount of such Revolving Credit Loans made available to the Agent by the Lenders, as applicable, Lenders by crediting such amount to the account of the Borrower Borrowers maintained at the Agent’s Head OfficeOffice or wiring such funds in accordance with Borrower’s written instructions. The failure or refusal of any Lender to make available to the Agent at the aforesaid time and place on any Drawdown Date the amount of its Commitment Percentage of the requested Loans shall not relieve any other Lender from its several obligation hereunder to make available to the Agent the amount of such other Lender’s Commitment Percentage of any requested Loans, including any additional Revolving Credit Loans that may be requested subject to the terms and conditions hereof to provide funds to replace those not advanced by the Lender so failing or refusing. In the event of any such failure or refusal, the Lenders not so failing or refusing shall be entitled to a priority secured position as against the Lender or Lenders so failing or refusing to make available to the Borrowers the amount of its or their Commitment Percentage for such Loans as provided in §12.5. (b) Unless the Agent shall have been notified by any Lender prior to the applicable Drawdown Date that such Lender will not make available to the Agent such Lender’s Commitment Percentage of a proposed Loan, the Agent may in its discretion assume that such Lender has made such Loan available to the Agent in accordance with the provisions of this Agreement and the Agent may, if it chooses, in reliance upon such assumption make such Loan available to the BorrowerBorrowers, and such Lender shall be liable to the Agent for the amount of such advance. Prior to making any such advance on behalf of a Lender, Agent shall endeavor to provide prior notice to Borrowers and Borrowers shall have the right to cancel such requested advance. If such Lender does not pay such corresponding amount upon the Agent’s demand therefor, the Agent will promptly notify the BorrowerBorrowers, and the Borrower Borrowers shall promptly pay such corresponding amount to the Agent. The Agent shall also be entitled to recover from the Lender or the BorrowerBorrowers (without duplication), 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 Agent to the Borrower Borrowers to the date such corresponding amount is recovered by the Agent at a per annum rate equal to (i) from the Borrower Borrowers at the applicable rate for such Loan or (ii) from a Lender at the Federal Funds Effective Rate plus one percent (1%)Rate.

Funds for Loans. (a) Not later than 1:00 p.m. (Cleveland time) on the proposed Drawdown Date of any Revolving Credit LoansLoans or Term Loans denominated in Dollars, each of the applicable Revolving Credit Lenders or Term Loan Lenders, as applicable, will make available to the Agent, at the Agent’s Head Office, in immediately available fundsSame Day Funds in the applicable currency, the amount of such Lender’s applicable Commitment Percentage of the amount of the requested Loans which may be disbursed pursuant to §2.12.1 or §2.2, as applicable. In the case of a borrowing denominated in an Alternative Currency, each Alternative Currency/Dollar Revolving Credit Lender shall make the amount of its Alternative Currency/Dollar Revolving Credit Loan available to the Agent in the Alternative Currency in Same Day Funds at the Agent’s Office not later than the Applicable Time specified by the Agent on the Business Day specified in the applicable Loan Request. Upon receipt from each such applicable Lender of such amount, and upon receipt of the documents required by §§10 and §11 and the satisfaction of the other conditions set forth therein, to the extent applicable, the Agent will make available to the Borrower the aggregate amount of such Revolving Credit Loans or Term Loans made available to the Agent by the Lenders, Lenders in like funds as applicable, received by the Agent by crediting such amount to the account of the Borrower maintained at the Agent’s Head Office. The failure or refusal of any Lender to make available to the Agent at the aforesaid time and place on any Drawdown Date the amount of its applicable Commitment Percentage of the requested Loans Loan shall not relieve any other Lender from its several obligation hereunder to make available to the Agent the amount of such other Lender’s applicable Commitment Percentage of any requested LoansLoan, including any additional Revolving Credit Loans or Term Loans that may be requested subject to the terms and conditions hereof to provide funds to replace those not advanced by the Lender so failing or refusing. (b) . Unless the Agent shall have been notified by any Lender prior to the applicable Drawdown Date of any Revolving Credit Loan or Term Loan that such Lender will not make available to the Agent such Lender’s applicable Commitment Percentage of a proposed LoanLoan in the applicable currency, the Agent may in its discretion assume that such Lender has made such Loan available to Agent in the Agent applicable currency in accordance with the provisions of this Agreement and the Agent may, if it chooses, in reliance upon such assumption make such Loan available to the Borrower, and such Lender shall be liable to the Agent for the amount of such advance. If such Lender does not pay such corresponding amount in the applicable currency upon the Agent’s demand therefor, the Agent will promptly notify the Borrower, and the Borrower shall promptly pay such corresponding amount to the Agent. The Agent shall also be entitled to recover from the Lender or the 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 Agent to the Borrower to the date such corresponding amount is recovered by the Agent at a per annum rate equal to (i) from the Borrower at the applicable rate for such Loan or (ii) from a Lender at the Federal Funds Effective Rate plus one percent with respect to any payment to be made by a Lender that is denominated in the Alternative Currency, the cost to Agent of funding such amount (1%as determined by Agent). Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.

Funds for Loans. (a) Not later than 1:00 p.m. (Cleveland time) on the proposed Drawdown Date of any Revolving Credit Loans or Term Loans, as applicable, each of the Revolving Credit Lenders or Term Loan Lenders, as applicable, will make available to the Agent, at the Agent’s Head Office, in immediately available funds, the amount of such Lender’s Revolving Credit Commitment Percentage or Term Loan Commitment Percentage, as applicable, of the amount of the requested Loans which may be disbursed pursuant to §2.12.1 or §2.2. Upon receipt from each such Lender of such amount, and upon receipt of the documents required by §§10 and 11 and the satisfaction of the other conditions set forth therein, to the extent applicable, the Agent will make available to the Borrower the aggregate amount of such Revolving Credit Loans or Term Loans, as applicable, made available to the Agent by the Lenders, as applicable, by crediting such amount to the account of the Borrower maintained at the Agent’s Head Office. The failure or refusal of any Lender to make available to the Agent at the aforesaid time and place on any Drawdown Date the amount of its Revolving Credit Commitment Percentage or Term Loan Commitment Percentage, as applicable, of the requested Loans shall not relieve any other Revolving Credit Lender or Term Loan Lender from its several obligation hereunder to make available to the Agent the amount of such other Lender’s Revolving Credit Commitment Percentage or Term Loan Commitment Percentage of any requested Loans, including any additional Revolving Credit Loans that may be requested subject to the terms and conditions hereof to provide funds to replace those not advanced by the Lender so failing or refusing. (b) Unless the Agent shall have been notified by any Lender prior to the applicable Drawdown Date that such Lender will not make available to the Agent such Lender’s applicable Commitment Percentage of a proposed Loan, the Agent may in its discretion assume that such Lender has made such Loan available to the Agent in accordance with the provisions of this Agreement and the Agent may, if it chooses, in reliance upon such assumption make such Loan available to the Borrower, and such Lender shall be liable to the Agent for the amount of such advance. If such Lender does not pay such corresponding amount upon the Agent’s demand therefor, the Agent will promptly notify the Borrower, and the Borrower shall promptly pay such corresponding amount to the Agent. The Agent shall also be entitled to recover from the Lender or the 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 Agent to the Borrower to the date such corresponding amount is recovered by the Agent at a per annum rate equal to (i) from the Borrower at the applicable rate for such Loan or (ii) from a Lender at the Federal Funds Effective Rate plus one percent (1%).

Funds for Loans. (a) Not later than 1:00 p.m. 11:00 a.m. (Cleveland time) on the proposed Drawdown Date of any Revolving Credit LoansLoan, each of the Lenders, Banks will make available to the Agent, at the Agent’s Head Office, in immediately available funds, the amount of such LenderBank’s Commitment Percentage of the amount of the requested Loans which may be disbursed pursuant to §2.12.2. Upon receipt from each such Lender Bank of such amount, and upon receipt of the documents required by §§10 and §11 and the satisfaction of the other conditions set forth therein, to the extent applicable, the Agent will make available to the Borrower the aggregate amount of such Revolving Credit Loans Loans, made available to the Agent by the Lenders, as applicableBanks, by crediting such amount to the account of the Borrower maintained at the Agent’s Head OfficeOffice or by transferring such amount to an account designated by Borrower. The failure or refusal of any Lender Bank to make available to the Agent at the aforesaid time and place on any Drawdown Date the amount of its Commitment Percentage of the requested Loans shall not relieve any other Lender Bank from its several obligation hereunder to make available to the Agent the amount of such other LenderBank’s Commitment Percentage of any requested Loans, including any additional Revolving Credit Loans that may be requested subject to the terms and conditions hereof to provide funds to replace those not advanced by the Lender so failing or refusing. (b) Unless the Agent shall have been notified by any Lender Bank prior to the applicable Drawdown Date that such Lender Bank will not make available to the Agent such LenderBank’s Commitment Percentage pro rata share of a proposed Loan, the Agent may in its discretion assume that such Lender Bank has made such share of the proposed Loan available to the Agent in accordance with the provisions of this Agreement and the Agent may, if it chooses, in reliance upon such assumption make such Loan available to the Borrower, and such Lender Bank shall be liable to the Agent for the amount of such advance. If such Lender Bank does not pay such corresponding amount upon the Agent’s demand therefor, the Agent will promptly notify the Borrower, and the Borrower shall promptly pay such corresponding amount to the Agent. The Agent shall also be entitled to recover from the Lender Bank or the 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 Agent to the Borrower to the date such corresponding amount is recovered by the Agent at a per annum rate equal to (i) from the Borrower at the applicable rate for such Loan or (ii) from a Lender Bank at the Federal Funds Effective Rate plus one percent (1%)Rate.

Funds for Loans. (a) Not later than 1:00 p.m. 11:00 a.m. (Cleveland Boston time) on the proposed Drawdown Date of any Revolving Credit LoansLoan, each of the LendersBanks, severally, will make available to the Agent, at the Agent’s Head Officeits head office, in immediately available funds, the amount of such Lender’s Bank's Commitment Percentage of the amount of the requested Loans which may be disbursed pursuant to §2.1Loan. Upon receipt from each such Lender Bank of such amount, and upon receipt of the documents required by §§Sections 9 and 10 and 11 and the satisfaction of the other conditions set forth therein, to the extent applicable, the Agent will make available to the Borrower the aggregate amount of such Revolving Credit Loans made Loan available to the Agent by the Lenders, as applicable, by crediting such amount to the account of the Borrower maintained at the Agent’s Head OfficeBorrower. The failure or refusal of any Lender Bank to make available to the Agent at the aforesaid time and place on any Drawdown Date the amount of its Commitment Percentage of the requested Loans shall not relieve any other Lender Bank from its several obligation hereunder to make available to the Agent the amount of such other Lender’s its Commitment Percentage of any requested Loans, including any additional Revolving Credit Loans that may be requested subject to the terms and conditions hereof to provide funds to replace those not advanced by the Lender so failing or refusingLoan. (b) Unless The Agent may (unless notified to the contrary by any Bank prior to a Drawdown Date) assume that each Bank has made available to the Agent on such Drawdown Date the amount of such Bank's Commitment Percentage of the Loan to be made on such Drawdown Date, and the Agent may (but it shall have been notified by any Lender prior not be required to), in reliance upon such assumption, make available to the applicable Drawdown Date that such Lender will not make Borrower a corresponding amount. If any Bank makes available to the Agent such Lender’s amount advanced by the Agent on a date after such Drawdown Date, such Bank shall pay to the Agent on demand an amount equal to the product of (i) the average, computed for the period referred to in clause (iii) below, of the weighted average interest rate paid by the Agent for federal funds acquired by the Agent during each day included in such period, times (ii) the amount equal to such Bank's Commitment Percentage of a proposed such Loan, times (iii) a fraction, the numerator of which is the number of days that elapse from and including such Drawdown Date to the date on which the amount of such Bank's Commitment Percentage of such Loan shall become immediately available to the Agent, and the denominator of which is three hundred and sixty-five (365). A statement of the Agent may in its discretion assume that submitted to any Bank with respect to any amounts owing under this paragraph shall be prima facie evidence of the amount due and owing to the Agent by such Lender has made Bank. If the amount of such Bank's Commitment Percentage of such Loan is not made available to the Agent in accordance with the provisions of this Agreement and the Agent may, if it chooses, in reliance upon by such assumption make such Loan available to the Borrower, and such Lender shall be liable to the Agent for the amount Bank within three (3) Business Days of such advance. If such Lender does not pay such corresponding amount upon the Agent’s demand thereforDrawdown Date, the Agent will promptly notify the Borrower, and the Borrower shall promptly pay such corresponding amount to the Agent. The Agent shall also be entitled to recover from the Lender or the 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 Agent to the Borrower to the date such corresponding amount is recovered by the Agent at a per annum rate equal to (i) from the Borrower on demand, with interest thereon at the rate per annum applicable rate for to the Loan made on such Loan or (ii) from a Lender at the Federal Funds Effective Rate plus one percent (1%)Drawdown Date.

Funds for Loans. (a) Not later than 1:00 p.m. noon (Cleveland Eastern time) on the proposed Drawdown Date of any Revolving Credit Loans, each of the Lenders, Revolving Credit Lenders will make available to the Agent, at the Agent’s Head Office, in immediately available funds, the amount of such Lender’s Revolving Credit Commitment Percentage of the amount of the requested Loans which may be disbursed pursuant to §2.12.1(a). Upon receipt from each such Revolving Credit Lender of such amount, and upon receipt of the documents required by §§10 and §11 and the satisfaction of the other conditions set forth therein, therein to the extent applicable, the Agent will make available to the Borrower the aggregate amount of such Revolving Credit Loans made available to the Agent by the Lenders, as applicable, Revolving Credit Lenders by crediting such amount to the account of the Borrower maintained at the Agent’s Head OfficeOffice or wiring such funds in accordance with Borrower’s written instructions. The failure or refusal of any Revolving Credit Lender to make available to the Agent at the aforesaid time and place on any Drawdown Date the amount of its Revolving Credit Commitment Percentage of the requested Loans shall not relieve any other Revolving Credit Lender from its several obligation hereunder to make available to the Agent the amount of such other Lender’s Revolving Credit Commitment Percentage of any requested Loans, including any additional Revolving Credit Loans that may be requested subject to the terms and conditions hereof to provide funds to replace those not advanced by the Lender so failing or refusing. In the event of any such failure or refusal, the Revolving Credit Lenders not so failing or refusing shall be entitled to a priority secured position as against the Revolving Credit Lender or Revolving Credit Lenders so failing or refusing to make available to the Borrower the amount of its or their Revolving Credit Commitment Percentage for such Loans as provided in §12.5. (b) Unless the Agent shall have been notified by any Lender prior to the applicable Drawdown Date that such Lender will not make available to the Agent such Lender’s Commitment Applicable Percentage of a proposed LoanLoan that it is required to make hereunder, the Agent may in its discretion assume that such Lender has made such Loan available to the Agent in accordance with the provisions of this Agreement and the Agent may, if it chooses, in reliance upon such assumption make such Loan available to the Borrower, and such Lender shall be liable to the Agent for the amount of such advance. If such Lender does not pay such corresponding amount upon the Agent’s demand therefor, the Agent will promptly notify the Borrower, and the Borrower shall promptly pay such corresponding amount to the Agent, with Agent agreeing to provide Borrower with at least thirty (30) days to make such repayment, unless Borrower has requested that Agent provide such funds on behalf of the subject Lender, in which event such repayment shall be due within two (2) Business Days. The Agent shall also be entitled to recover from the such Lender or the BorrowerBorrower (without duplication), 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 Agent to the Borrower to the date such corresponding amount is recovered by the Agent at a per annum rate equal to (i) from the Borrower at the applicable rate for such Loan or (ii) from a Lender at the Federal Funds Effective Rate plus one percent (1%)Rate.

Funds for Loans. (a) Not Subject to §2.5 and the other provisions of this Agreement, not later than 1:00 p.m. 11:00 a.m. (Cleveland time) on the proposed Drawdown Borrowing Date of any Revolving Credit Loans, each of the Lenders, Lenders will make available to the Agent, at the Agent’s Head Office, in immediately available funds, the amount of such Lender’s Commitment Facility Percentage of the amount of the requested Loans which may be disbursed pursuant to §2.1Loans. Upon receipt from each such Lender of such amount, and upon receipt of the documents required by §§10 and or 11 (whichever is applicable) and the satisfaction of the other conditions set forth therein, to the extent applicable, the Agent will make available to the Borrower the aggregate amount of such Revolving Credit Loans made available to the Agent by the Lenders, as applicable, by crediting such amount to the account of the Borrower maintained at the Agent’s Head Office. The failure or refusal of any Lender to make available to the Agent at the aforesaid time and place on any Drawdown Borrowing Date the amount of its Commitment Facility Percentage of the requested Loans shall not relieve any other Lender from its several obligation hereunder to make available to the Agent the amount of such other Lender’s Commitment Facility Percentage of any requested Loans, including Loans but shall not obligate any additional Revolving Credit other Lender or Agent to fund more than its Facility Percentage of the requested Loans that may be requested subject or to the terms and conditions hereof to provide funds to replace those not advanced by the Lender so failing or refusingincrease its Facility Percentage. (b) Unless The Agent may, unless notified to the Agent shall have been notified contrary by any Lender prior to the applicable Drawdown Date that such Lender will not make available to the Agent such Lender’s Commitment Percentage of a proposed LoanBorrowing Date, the Agent may in its discretion assume that such Lender has made such Loan available to the Agent in accordance with on such Borrowing Date the provisions amount of this Agreement such Lender’s Facility Percentage of the Loans to be made on such Borrowing Date, and the Agent may, if may (but it choosesshall not be required to), in reliance upon such assumption assumption, make such Loan available to the BorrowerBorrower a corresponding amount. If any Lender makes available to the Agent such amount on a date after such Borrowing Date, and such Lender shall be liable pay to the Agent on demand an amount equal to the product of (i) the average computed for the period referred to in clause (iii) below, of the Federal Funds Effective Rate during each day included in such period, times (ii) the amount of such advanceLender’s Facility Percentage of such Loans, time (iii) a fraction, the numerator of which is the number of days or portion thereof that elapsed from and including such Borrowing Date to the date on which the amount of such Lender’s Facility Percentage of such Loans shall become immediately available to the Agent, and the denominator of which is 365. A statement of the Agent submitted to such Lender with respect to any amounts owing under this paragraph shall be prima facie evidence of the amount due and owing to the Agent by such Lender. If such Lender does not pay such corresponding amount upon the Agent’s demand therefor, the Agent will promptly notify the Borrower, and the Borrower shall promptly pay such corresponding amount to the Agent. The Agent shall also be entitled to recover from the Lender or the Borrower, as the case may be, Borrower interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Agent to the Borrower to the date such corresponding amount is recovered by the Agent at a per annum rate equal to (i) from the Borrower at the applicable rate for such Loan or (ii) from a Lender at the Federal Funds Effective Rate plus one percent (1%)Loan.

Funds for Loans. (a) Not later than 1:00 2:00 p.m. (Cleveland Boston, Massachusetts time) on the proposed Drawdown Date of any Revolving Credit LoansLoan, each of the Lenders, Lenders will make available to the Administrative Agent, at the Administrative Agent’s 's Head Office, in immediately available funds, the amount of such Lender’s 's Commitment Percentage of the amount of the requested Loans which may be disbursed pursuant to §2.1Loans. Upon receipt from each such Lender of such amount, and upon receipt of the documents required by §§10 (i) ss.ss.11 and 11 12 in the case of initial Loans, and (ii) ss.12 for all other Loans, and the satisfaction of the other conditions set forth therein, to the extent applicable, the Administrative Agent will make available to the Borrower Borrowers the aggregate amount of such Revolving Credit Loans made available to the Administrative Agent by the Lenders, as applicable, by crediting such amount to the account of the Borrower maintained at the Agent’s Head Office. The failure or refusal of any Lender to make available to the Administrative Agent at the aforesaid time and place on any Drawdown Date the amount of its such Lender's Commitment Percentage of the requested Loans shall not relieve any other Lender from its several obligation hereunder to make available to the Administrative Agent the amount of such other Lender’s 's Commitment Percentage of any requested Loans, including any additional Revolving Credit Loans that may be requested subject to the terms and conditions hereof to provide funds to replace those not advanced by the Lender so failing or refusing. (b) Unless The Administrative Agent may, unless notified to the Agent shall have been notified contrary by any Lender prior to the applicable a Drawdown Date that such Lender will not make available to the Agent such Lender’s Commitment Percentage of a proposed LoanDate, the Agent may in its discretion assume that such Lender has made such Loan available to the Administrative Agent in accordance with on such Drawdown Date the provisions amount of this Agreement such Lender's Commitment Percentage of the Loans to be made on such Drawdown Date, and the Administrative Agent may, if may (but it choosesshall not be required to), in reliance upon such assumption assumption, make such Loan available to the BorrowerBorrowers a corresponding amount. If any Lender makes available to the Administrative Agent such amount on a date after such Drawdown Date, and such Lender shall be liable pay to the Administrative Agent on demand an amount equal to the product of (i) the average, computed for the period referred to in clause (iii) below, of the weighted average interest rate paid by the Administrative Agent for federal funds acquired by the Administrative Agent during each day included in such period, times (ii) the amount of such advance. If Lender's Commitment Percentage of such Lender does not pay such corresponding amount upon the Agent’s demand thereforLoans, times (iii) a fraction, the Agent will promptly notify numerator of which is the Borrowernumber of days that elapse from and including such Drawdown Date to the date on which the amount of such Lender's Commitment Percentage of such Loans shall become immediately available to the Administrative Agent, and the Borrower denominator of which is 365. A statement of the Administrative Agent submitted to such Lender with respect to any amounts owing under this paragraph shall promptly pay such corresponding be prima facie evidence of the amount due and owing to the AgentAdministrative Agent by such Lender. The If the amount of such Lender's Commitment Percentage of such Loans is not made available to the Administrative Agent by such Lender within three (3) Business Days following such Drawdown Date, the Administrative Agent shall also be entitled to recover such amount from the Lender or Borrowers on demand, with interest thereon at the Borrower, as rate per annum applicable to the case may be, interest Loans made on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Agent to the Borrower to the date such corresponding amount is recovered by the Agent at a per annum rate equal to (i) from the Borrower at the applicable rate for such Loan or (ii) from a Lender at the Federal Funds Effective Rate plus one percent (1%)Drawdown Date.

Funds for Loans. (a) Not later than 1:00 p.m. (Cleveland Boston time) on the proposed Drawdown Date of any Revolving Credit Loans, each of the Lenders, Lenders will make available to the Agent, at the Agent’s Agents Head Office, in immediately available funds, the amount of such Lender’s Lenders Commitment Percentage of the amount of the requested Loans which may be disbursed pursuant to §Section 2.1. Upon receipt from each such Lender of such amount, and upon receipt of the documents required by §§Section 10 and Section 11 and the satisfaction of the other conditions set forth therein, to the extent applicable, the Agent will make available to the Borrower the aggregate amount of such Revolving Credit Loans made available to the Agent by the Lenders, as applicable, Lenders by crediting such amount to the account of the Borrower maintained at the Agent’s Agents Head Office. The failure or refusal of any Lender to make available to the Agent at the aforesaid time and place on any Drawdown Date the amount of its Commitment Percentage of the requested Loans shall not relieve any other Lender from its several obligation hereunder to make available to the Agent the amount of such other Lender’s Lenders Commitment Percentage of any requested Loans, including any additional Revolving Credit Loans that may be requested subject to the terms and conditions hereof to provide funds to replace those not advanced by the Lender so failing or refusing, provided that the Borrower may by notice received by the Agent no later than the Drawdown Date refuse to accept any Loan which is not fully funded in accordance with the Borrowers Loan Request subject to the terms of Section 2.6. In the event of any such failure or refusal, the Lenders not so failing or refusing shall be entitled to a priority secured position as against the Lender or Lenders so failing or refusing for such Loans as provided in Section 12.4. (b) Unless the Agent shall have been notified by any Lender prior to the applicable Drawdown Date that such Lender will not make available to the Agent such Lender’s Commitment Percentage 's pro rata share of a proposed Loan, the Agent may in its discretion assume that such Lender has made such Loan available to the Agent in accordance with the provisions of this Agreement and the Agent may, if it chooses, in reliance upon such assumption make such Loan available to the Borrower, and such Lender shall be liable to the Agent for the amount of such advance. If such Lender does not pay such corresponding amount upon the Agent’s demand therefor, the Agent will promptly notify the Borrower, and the Borrower shall promptly pay such corresponding amount to the Agent. The Agent shall also be entitled to recover from the Lender or the 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 Agent to the Borrower to the date such corresponding amount is recovered by the Agent at a per annum rate equal to (i) from the Borrower at the applicable rate for such Loan or (ii) from a Lender at the Federal Funds Effective Rate plus one percent (1%).

Funds for Loans. (a) Not later than 1:00 2:00 p.m. (Cleveland Boston time) on the proposed Drawdown Date of any Revolving Credit Loans, each of the Lenders, Lenders will make available to the Agent, at the Agent’s 's Head Office, in immediately available funds, the amount of such Lender’s 's Commitment Percentage of the amount of the requested Loans which may be disbursed pursuant to §Section 2.1. Upon receipt from each such Lender of such amount, and upon receipt of the documents required by §§Section 10 and Section 11 and the satisfaction of the other conditions set forth therein, to the extent applicable, the Agent will make available to the Borrower the aggregate amount of such Revolving Credit Loans made available to the Agent by the Lenders, as applicable, Lenders by crediting such amount to the account of the Borrower maintained at the Agent’s 's Head Office. The failure or refusal of any Lender to make available to the Agent at the aforesaid time and place on any Drawdown Date the amount of its Commitment Percentage of the requested Loans shall not relieve any other Lender from its several obligation hereunder to make available to the Agent the amount of such other Lender’s 's Commitment Percentage of any requested Loans, including any additional Revolving Credit Loans that may be requested subject to the terms and conditions hereof to provide funds to replace those not advanced by the Lender so failing or refusing. In the event of any such failure or refusal, the Lenders not so failing or refusing shall be entitled to a priority secured position as against the Lender or Lenders so failing or refusing to make available to the Borrower the amount of its or their Commitment Percentage for such Loans as provided in Section 12.4. (b) Unless the Agent shall have been notified by any Lender prior to the applicable Drawdown Date that such Lender will not make available to the Agent such Lender’s Commitment Percentage 's pro rata share of a proposed Loan, the Agent may in its discretion assume that such Lender has made such Loan available to the Agent in accordance with the provisions of this Agreement and the Agent may, if it chooses, in reliance upon such assumption make such Loan available to the Borrower, and such Lender shall be liable to the Agent for the amount of such advance. If such Lender does not pay such corresponding amount upon the Agent’s demand therefor, the Agent will promptly notify the Borrower, and the Borrower shall promptly pay such corresponding amount to the Agent. The Agent shall also be entitled to recover from the Lender or the 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 Agent to the Borrower to the date such corresponding amount is recovered by the Agent at a per annum rate equal to (i) from the Borrower at the applicable rate for such Loan or (ii) from a Lender at the Federal Funds Effective Rate plus one percent (1%).

Funds for Loans. (a) Not later than 1:00 p.m. noon (Cleveland Eastern time) on the proposed Drawdown Date of any Revolving Credit Loans, each of the Lenders, Revolving Credit Lenders will make available to the Agent, at the Agent’s Head Office, in immediately available funds, the amount of such Lender’s Commitment Percentage of the amount of the requested Loans which may be disbursed pursuant to §2.1. Upon receipt from each such Revolving Credit Lender of such amount, and upon receipt of the documents required by §§10 and §11 and the satisfaction of the other conditions set forth thereintherein (except, in each case, to the extent waived by Agent) to the extent applicable, the Agent will make available to the Borrower Borrowers the aggregate amount of such Revolving Credit Loans made available to the Agent by the Lenders, as applicable, Revolving Credit Lenders by crediting such amount to the account of the Borrower Borrowers maintained at the Agent’s Head OfficeOffice or wiring such funds in accordance with the Borrowers’ written instructions. The failure or refusal of any Revolving Credit Lender to make available to the Agent at the aforesaid time and place on any Drawdown Date the amount of its Commitment Percentage of the requested Revolving Credit Loans shall not relieve any other Revolving Credit Lender from its several obligation hereunder to make available to the Agent the amount of such other Lender’s Commitment Percentage of any requested Revolving Credit Loans, including any additional Revolving Credit Loans that may be requested subject to the terms and conditions hereof to provide funds to replace those not advanced by the Revolving Credit Lender so failing or refusing. (b) Unless the Agent shall have been notified by any Lender prior to the applicable Drawdown Date that such Lender will not make available to the Agent such Lender’s Commitment Percentage of a proposed Loan, the Agent may in its discretion assume that such Lender has made such Loan available to the Agent in accordance with the provisions of this Agreement and the Agent may, if it chooses, in reliance upon such assumption make such Loan available to the BorrowerBorrowers, and such Lender shall be liable to the Agent for the amount of such advance. If such Lender does not pay such corresponding amount upon the Agent’s demand therefor, the Agent will promptly notify the BorrowerBorrowers, and the Borrower Borrowers shall promptly pay such corresponding amount to the Agent. The Agent shall also be entitled to recover from the such Lender or the BorrowerBorrowers (without duplication), 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 Agent to the Borrower Borrowers to the date such corresponding amount is recovered by the Agent at a per annum rate equal to (i) from the Borrower Borrowers at the applicable rate for such Loan or (ii) from a Lender at the Federal Funds Effective Rate plus one percent (1%)Rate.

Funds for Loans. (a) Not later than 1:00 p.m. (Cleveland time) Each Bank will, upon receiving notice from the Agent of any request by the Company or, solely in the case of Hasbro SA Loans, Hasbro SA for Syndicated Loans pursuant to section 2.4, become and be obligated to make available to the Agent, on the proposed Drawdown Date of any Revolving Credit each Syndicated Loan, not later than (a) 2:30 P.M. (Boston time) for Base Rate Loans with respect to which the Agent sent notice to the Banks pursuant to section 2.4 hereof no earlier than the proposed Drawdown Date of such Loan, and (b) 11:00 A.M. (Boston time) with respect to Eurocurrency Rate Loans and all other Base Rate Loans, each of the Lenders, will make in funds immediately available for credit to the AgentCompany's or, at solely in the Agent’s Head Officecase of Hasbro SA Loans, in immediately available fundsHasbro SA's account, the amount of an aggregate amount, equal to such Lender’s Bank's Commitment Percentage of the amount Syndicated Loan requested at the place specified in the notice delivered by the Company or, solely in the case of the requested Loans which may be disbursed Hasbro SA Loans, Hasbro SA pursuant to §2.1section 2.4. Upon receipt from each such Lender of such amount, and upon receipt of the documents required by §§10 and 11 and the satisfaction of the other conditions set forth thereinin sections 12 and 13, to the extent as applicable, the Agent will make available to the Borrower cause the aggregate amount of such Revolving Credit Loans made available funds actually received by the Agent from the Banks to be credited to the Agent by Company's or, solely in the Lenderscase of Hasbro SA Loans, Hasbro SA's account as applicable, by crediting soon as practicable on the date of such amount to the account of the Borrower maintained at the Agent’s Head Officereceipt. The failure or refusal of any Lender Bank to make available to the Agent at the aforesaid time and place on any Drawdown Date the amount of its Commitment Percentage of the requested Loans Syndicated Loan to be made by such Bank thereon shall not relieve any the other Lender Banks from its their several obligation obligations hereunder to make available to the Agent the amount of such other Lender’s their respective Commitment Percentage Percentages of any requested Syndicated Loans, including any additional Revolving Credit Loans that may be requested subject to the terms and conditions hereof to provide funds to replace those not advanced by the Lender so failing or refusing. (b) Unless The Agent may, unless notified to the contrary by any Bank prior to a Drawdown Date, assume that such Bank has made available to the Agent on such Drawdown Date the amount of such Bank's Commitment Percentage of the Syndicated Loans (or in the case of Competitive Bid Loans, the amount of such Bank's accepted offers of Competitive Bid Loans, if any) to be made on such Drawdown Date, and the Agent may (but it shall have been notified by any Lender prior not be required to), in reliance upon such assumption, make available to the applicable Drawdown Date that such Lender will not make Company or, solely in the case of Hasbro SA Loans, Hasbro SA a corresponding amount. If any Bank makes available to the Agent such Lender’s amount on a date after such Drawdown Date, such Bank shall pay to the Agent on demand an amount equal to the product of (i) the average computed for the period referred to in clause (iii) below, of the weighted average interest rate paid by the Agent for federal funds acquired by the Agent during each day included in such period (or, as to Loans denominated in an Optional Currency, the rate of interest per annum at which overnight deposits in the applicable Optional Currency, in an amount approximately equal to the amount with respect to which such rate is being determined, would be offered for such day by the Agent to major banks in the London interbank market), times (ii) the amount of such Bank's Commitment Percentage of such Loans (or accepted offers of Competitive Bid Loans, as applicable), times (iii) a proposed Loanfraction, the numerator of which is the number of days that elapse from and including such Drawdown Date to Page 41 the date on which the amount of such Bank's Loans shall become immediately available to the Agent, and the denominator of which is 365. A statement of the Agent may in its discretion assume that submitted to such Lender has Bank with respect to any amounts owing under this paragraph shall be prima facie evidence of the amount due and owing to the Agent by such Bank. If the amount of such Bank's Loans is not made such Loan available to the Agent in accordance with the provisions of this Agreement and the Agent may, if it chooses, in reliance upon by such assumption make Bank within three (3) Business Days following such Loan available to the Borrower, and such Lender shall be liable to the Agent for the amount of such advance. If such Lender does not pay such corresponding amount upon the Agent’s demand thereforDrawdown Date, the Agent will promptly notify the Borrower, and the Borrower shall promptly pay such corresponding amount to the Agent. The Agent shall also be entitled to recover such amount from the Lender or the BorrowerCompany or, as solely in the case may beof Hasbro SA Loans, Hasbro SA on demand, with interest thereon at the rate per annum applicable to the Loans made on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Agent to the Borrower to the date such corresponding amount is recovered by the Agent at a per annum rate equal to (i) from the Borrower at the applicable rate for such Loan or (ii) from a Lender at the Federal Funds Effective Rate plus one percent (1%)Drawdown Date.

Funds for Loans. (a) Not later than (i) the time specified by Administrative Agent to the Lenders with respect to the initial advance of the Loans on the Closing Date, and (ii) 1:00 p.m. (Cleveland time) on the proposed Drawdown Date of any Revolving Credit Loans, each of the Lenders, applicable Lenders will make available to the Administrative Agent, at the Administrative Agent’s Head Office, in immediately available funds, the amount of such Lender’s A/R Revolving Loan Commitment Percentage or Real Estate Revolving Loan Commitment Percentage, as applicable, of the amount of the requested Loans which may be disbursed pursuant to §2.1Section 2.1 or 2.2. Upon receipt from each such Lender of such amount, and upon receipt of the documents required by §§Sections 10 and 11 and the satisfaction of the other conditions set forth therein, to the extent applicable, the Administrative Agent will make available to the Borrower Borrowers the aggregate amount of such Revolving Credit Loans made available to the Administrative Agent by the Lenders, as applicable, applicable Lenders by crediting such amount to the account of the Borrower Borrowers maintained at the Administrative Agent’s Head OfficeOffice or wiring such funds in accordance with Borrowers’ written instructions. The failure or refusal of any Lender to make available to the Administrative Agent at the aforesaid time and place on any Drawdown Date the amount of its Commitment Percentage of the requested Loans shall not relieve any other Lender from its several obligation hereunder to make available to the Administrative Agent the amount of such other Lender’s Commitment Percentage of any requested Loans, including any additional A/R Revolving Credit Loans or Real Estate Revolving Loans that may be requested subject to the terms and conditions hereof to provide funds to replace those not advanced by the Lender so failing or refusing. (b) Unless the Administrative Agent shall have been notified by any Lender prior to the applicable Drawdown Date that such Lender will not make available to the Administrative Agent such Lender’s Commitment Percentage of a proposed Loan, the Administrative Agent may in its discretion assume that such Lender has made such Loan available to the Administrative Agent in accordance with the provisions of this Agreement and the Administrative Agent may, if it chooses, in reliance upon such assumption make such Loan available to the BorrowerBorrowers, and such Lender shall be liable to the Administrative Agent for the amount of such advance. If such Lender does not pay such corresponding amount upon the Administrative Agent’s demand therefor, the Administrative Agent will promptly notify the BorrowerParent, and the Borrower Borrowers shall promptly pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover from the Lender or the BorrowerBorrowers, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower Borrowers to the date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal to (i) from the Borrower Borrowers at the applicable rate for such Loan or (ii) from a Lender at the Federal Funds Effective Rate plus one percent (1%)Rate.

Funds for Loans. (a) Not later than 1:00 2:00 p.m. (Cleveland time) on the proposed Drawdown Date of any Revolving Credit Loans, each of the Lenders, Lenders will make available to the Agent, at the Agent’s Head Office, in immediately available funds, the amount of such Lender’s Commitment Percentage of the amount of the requested Revolving Credit Loans which may be disbursed pursuant to §2.1. Upon receipt from each such Lender of such amount, and upon receipt of the documents required by §§10 and 11 and the satisfaction of the other conditions set forth therein, to the extent applicable, the Agent will make available to the Borrower the aggregate amount of such Revolving Credit Loans made available to the Agent by the Lenders, as applicable, as instructed by crediting such amount to Borrower not later than 3:00 p.m. on the account proposed Drawdown Date of the Borrower maintained at the Agent’s Head Officeany Revolving Credit Loans. The failure or refusal of any Lender to make available to the Agent at the aforesaid time and place on any Drawdown Date the amount of its Commitment Percentage of the requested Revolving Credit Loans shall not relieve any other Lender from its several obligation hereunder to make available to the Agent the amount of such other Lender’s Commitment Percentage of any requested Loans, including any additional Revolving Credit Loans that may be requested subject to the terms and conditions hereof to provide funds to replace those not advanced by the Lender so failing or refusingLoans. (b) Unless the Agent shall have been notified by any Lender prior to the applicable Drawdown Date that such Lender will not make available to the Agent such Lender’s Commitment Percentage of a proposed Loan, the Agent may in its discretion assume that such Lender has made such Loan available to the Agent in accordance with the provisions of this Agreement and the Agent may, if it chooses, in reliance upon such assumption make such Loan available to the Borrower, and such Lender shall be liable to the Agent for the amount of such advance. If such Lender does not pay such corresponding amount upon the Agent’s demand therefor, the Agent will promptly notify the Borrower, and the Borrower shall promptly pay such corresponding amount to the Agent. The Agent shall also be entitled to recover from the Lender or the 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 Agent to the Borrower to the date such corresponding amount is recovered by the Agent at a per annum rate equal to (i) from the Borrower at the applicable rate for such Loan or (ii) from a Lender at the Federal Funds Effective Rate plus one percent (1%).

Funds for Loans. (a) Not later than 1:00 4:30 p.m. (Cleveland Boston time) on the proposed Drawdown Date of any Revolving Credit LoansLoan, each of the Lenders, Lenders will make available to the Managing Agent, at the Managing Agent’s 's Head OfficeOffice (in the case of a Revolving Credit Loan) or to the Nassau Branch (in the case of a Multicurrency Loan), in immediately available funds, the amount of such Lender’s 's Commitment Percentage of the amount of the requested Loans which may be disbursed pursuant to §2.1Loan. Upon receipt from each such Lender of such amount, and upon receipt of the documents required by §§10 (S)(S)10 and 11 and the satisfaction of the other conditions set forth therein, to the extent applicable, the Managing Agent or the Nassau Branch, as appropriate, will make available to the Borrower Borrowers the aggregate amount of such Revolving Credit Loans Loan made available to the Managing Agent or the Nassau Branch by the Lenders, as applicable, by crediting such amount to the account of the Borrower maintained at the Agent’s Head Office. The failure or refusal of any Lender to make available to the Agent at the aforesaid time and place on any Drawdown Date the amount of its Commitment Percentage of the requested Loans Loan shall not relieve any other Lender from its several obligation hereunder to make available to the Managing Agent the amount of such other Lender’s Commitment Percentage of any requested Loans, including any additional Revolving Credit Loans that may be requested subject to the terms and conditions hereof to provide funds to replace those not advanced by the Lender so failing or refusing. (b) Unless the Agent shall have been notified by any Lender prior to the applicable Drawdown Date that such Lender will not make available to the Agent such Lender’s Commitment Percentage of a proposed Loan, the Agent may in its discretion assume that such Lender has made such Loan available to the Agent in accordance with the provisions of this Agreement and the Agent may, if it chooses, in reliance upon such assumption make such Loan available to the Borrower, and such Lender shall be liable to the Agent for the amount of such advance. If such Lender does not pay such corresponding amount upon the Agent’s demand therefor, the Agent will promptly notify the Borrower, and the Borrower shall promptly pay such corresponding amount to the Agent. The Agent shall also be entitled to recover from the Lender or the BorrowerNassau Branch, as the case may be, the amount of such other Lender's Commitment Percentage of any requested Loan. (b) The Managing Agent or the Nassau Branch, as appropriate, may assume that each of the Lenders has made available its ratable portion of the Loans in accordance with (S)2.1 or (S)4.1, as applicable, and the Managing Agent or the Nassau Branch, as applicable, may (but it shall not be required to), in reliance upon such assumption, make available on the relevant Drawdown Date a corresponding amount to the Borrowers. If any Lender makes available to the Managing Agent or the Nassau Branch its Commitment Percentage of the Loans on a date after such Drawdown Date, such Lender shall pay to the Managing Agent on demand an amount equal to the product of (i) the average computed for the period referred to in clause (iii) below, of the weighted average interest rate paid by the Managing Agent for federal funds acquired by the Managing Agent during each day included in such period, times (ii) the amount of such Lender's Commitment ----- Percentage of such Loans, times (iii) a fraction, the numerator of which is ----- the number of days that elapse from and including such Drawdown Date to the date on which the amount of such Lender's Commitment Percentage of such Loans shall become immediately available to the Managing Agent, and the denominator of which is 360. A statement of the Managing Agent submitted to such Lender with respect to any amounts owing under this paragraph shall be prima facie evidence of the amount due and owing to the Managing Agent by such Lender. If the amount of such Lender's Commitment Percentage of such Loans is not made available to the Managing Agent or the Nassau Branch, as appropriate, by such Lender within three (3) Business Days following such Drawdown Date, the Managing Agent shall be entitled to recover such amount from the Borrowers on demand (but only after demand for payment has first been made to such Lender), with interest thereon at the rate per annum applicable to the Loans made on such corresponding amount in respect of Drawdown Date, for each day from the date the Managing Agent shall make such corresponding amount was made available by the Agent to the Borrower to Borrowers until the date such corresponding amount is recovered by paid or prepaid to the Managing Agent at a per annum rate equal to (i) from or the Borrower at Nassau Branch, as the applicable rate for such Loan or (ii) from a Lender at the Federal Funds Effective Rate plus one percent (1%)case may be.

Funds for Loans. (a) Not later than 1:00 p.m. (Cleveland Atlanta time) on the proposed Drawdown Date of any Revolving Credit Loans, each of the Lenders, Banks will make available to the Agent, at the Agent’s Head Office, in immediately available funds, the amount of such LenderBank’s Commitment Percentage of the amount of the requested Revolving Credit Loans which may be disbursed pursuant to §2.1. Upon receipt from each such Lender Bank of such amount, and upon receipt of the documents required by §§10 and §11 and the satisfaction of the other conditions set forth therein, to the extent applicable, the Agent will make available to the Borrower the aggregate amount of such Revolving Credit Loans made available to the Agent by the Lenders, as applicable, Banks by crediting such amount to the account of the Borrower maintained at the Agent’s Head Office. The failure or refusal of any Lender Bank to make available to the Agent at the aforesaid time and place on any Drawdown Date the amount of its Commitment Percentage of the requested Revolving Credit Loans shall not relieve any other Lender Bank from its several obligation hereunder to make available to the Agent the amount of such other LenderBank’s Commitment Percentage of any requested Revolving Credit Loans, including any additional Revolving Credit Loans that may be requested subject to the terms and conditions hereof to provide funds to replace those not advanced by the Lender Bank so failing or refusing. (b) Unless the Agent shall have been notified by any Lender Bank prior to the applicable Drawdown Date that such Lender Bank will not make available to the Agent such LenderBank’s Commitment Percentage pro rata share of a proposed Loan, the Agent may in its discretion assume that such Lender Bank has made such share of the proposed Loan available to the Agent in accordance with the provisions of this Agreement and the Agent may, if it chooses, in reliance upon such assumption make such Loan available to the Borrower, and such Lender Bank shall be liable to the Agent for the amount of such advance. If such Lender Bank does not pay such corresponding amount upon the Agent’s demand therefor, the Agent will promptly notify the Borrower, and the Borrower shall promptly pay such corresponding amount to the Agent. The Agent shall also be entitled to recover from the Lender Bank or the 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 Agent to the Borrower to the date such corresponding amount is recovered by the Agent at a per annum rate equal to (i) from the Borrower at the applicable rate for such Loan or (ii) from a Lender Bank at the Federal Funds Effective Rate plus one percent (1%)Rate.

Funds for Loans. (a) Not later than 1:00 p.m. noon (Cleveland Eastern time) on the proposed Drawdown Date of any Revolving Credit LoansLoans of any Class, each of the Lenders, Lenders of such Class will make available to the Agent, at the Agent’s Head Office, in immediately available funds, the amount of such Lender’s Commitment Applicable Percentage of the amount of the requested Loans of such Class which may be disbursed pursuant to §2.1. Upon receipt from each such Lender of such amount, and upon receipt of the documents required by §§10 and §11 and the satisfaction of the other conditions set forth thereintherein (except, in each case, to the extent waived by Agent) to the extent applicable, the Agent will make available to the Borrower Borrowers the aggregate amount of such Revolving Credit Loans made available to the Agent by the Lenders, as applicable, Lenders of such Class by crediting such amount to the account of the Borrower Borrowers maintained at the Agent’s Head OfficeOffice or wiring such funds in accordance with the Borrowers’ written instructions. The failure or refusal of any Lender to make available to the Agent at the aforesaid time and place on any Drawdown Date the amount of its Commitment Applicable Percentage of the requested Loans shall not relieve any other Lender from its several obligation hereunder to make available to the Agent the amount of such other Lender’s Commitment Applicable Percentage of any requested Loans, including any additional Revolving Credit Loans that may be requested subject to the terms and conditions hereof to provide funds to replace those not advanced by the Lender so failing or refusing. (b) Unless the Agent shall have been notified by any Lender prior to the applicable Drawdown Date that such Lender will not make available to the Agent such Lender’s Commitment Applicable Percentage of a proposed LoanLoan of such Class, the Agent may in its discretion assume that such Lender has made such Loan available to the Agent in accordance with the provisions of this Agreement and the Agent may, if it chooses, in reliance upon such assumption make such Loan available to the BorrowerBorrowers, and such Lender shall be liable to the Agent for the amount of such advance. If such Lender does not pay such corresponding amount upon the Agent’s demand therefor, the Agent will promptly notify the BorrowerBorrowers, and the Borrower Borrowers shall promptly pay such corresponding amount to the Agent. The Agent shall also be entitled to recover from the such Lender or the BorrowerBorrowers (without duplication), 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 Agent to the Borrower Borrowers to the date such corresponding amount is recovered by the Agent at a per annum rate equal to (i) from the Borrower Borrowers at the applicable rate for such Loan or (ii) from a Lender at the Federal Funds Effective Rate plus one percent (1%)Rate.

Funds for Loans. (a) Not later than 1:00 p.m. 11:00 a.m. (Cleveland time) on the proposed Drawdown Date of any Revolving Credit Loans, each of the Lenders, Banks will make available to the Agent, at the Agent’s 's Head Office, in immediately available funds, the amount of such Lender’s Bank's Commitment Percentage of the amount of the requested Loans which may be disbursed pursuant to §2.1. Upon receipt from each such Lender Bank of such amount, and upon receipt of the documents required by §§10 and §11 and the satisfaction of the other conditions set forth therein, to the extent applicable, the Agent will make available to the Borrower the aggregate amount of such Revolving Credit Loans made available to the Agent by the Lenders, as applicable, Banks by crediting such amount to the account of the Borrower maintained at the Agent’s 's Head Office. The failure or refusal of any Lender Bank to make available to the Agent at the aforesaid time and place - 21 - on any Drawdown Date the amount of its Commitment Percentage of the requested Loans shall not relieve any other Lender Bank from its several obligation hereunder to make available to the Agent the amount of such other Lender’s Bank's Commitment Percentage of any requested Loans, including any additional Revolving Credit Loans that may be requested subject to the terms and conditions hereof to provide funds to replace those not advanced by the Lender Bank so failing or refusing, provided that the Borrower may by notice received by the Agent no later than the Drawdown Date refuse to accept any Loan which is not fully funded in accordance with the Borrower's Loan Request subject to the terms of §2.5. In the event of any such failure or refusal, the Banks not so failing or refusing shall be entitled to a priority secured position as against the Bank or Banks so failing or refusing for such Loans as provided in §12.5. (b) Unless the Agent shall have been notified by any Lender Bank prior to the applicable Drawdown Date that such Lender Bank will not make available to the Agent such Lender’s Commitment Percentage Bank's pro rata share of a proposed Loan, the Agent may in its discretion assume that such Lender Bank has made such share of the proposed Loan available to the Agent in accordance with the provisions of this Agreement and the Agent may, if it chooses, in reliance upon such assumption make such Loan available to the Borrower, and such Lender Bank shall be liable to the Agent for the amount of such advance. If such Lender Bank does not pay such corresponding amount upon the Agent’s 's demand therefor, the Agent will promptly notify the Borrower, and the Borrower shall promptly pay such corresponding amount to the Agent. The Agent shall also be entitled to recover from the Lender Bank or the 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 Agent to the Borrower to the date such corresponding amount is recovered by the Agent at a per annum rate equal to (i) from the Borrower at the applicable rate for such Loan or (ii) from a Lender Bank at the Federal Funds Effective Rate plus one percent (1%)Rate.

Funds for Loans. (a) Not later than 1:00 p.m. noon (Cleveland Eastern time) on the proposed Drawdown Date of any Revolving Credit Loans, each of the Lenders, Revolving Credit Lenders will make available to the Agent, at the Agent’s Head Office, in immediately available funds, the amount of such Lender’s Revolving Credit Commitment Percentage of the amount of the requested Loans which may be disbursed pursuant to §2.1. Upon receipt from each such Revolving Credit Lender of such amount, and upon receipt of the documents required by §§10 and §11 and the satisfaction of the other conditions set forth thereintherein (except, in each case, to the extent waived by Agent) to the extent applicable, the Agent will make available to the Borrower Borrowers the aggregate amount of such Revolving Credit Loans made available to the Agent by the Lenders, as applicable, Revolving Credit Lenders by crediting such amount to the account of the Borrower Borrowers maintained at the Agent’s Head OfficeOffice or wiring such funds in accordance with Borrowers’ written instructions. The failure or refusal of any Revolving Credit Lender to make available to the Agent at the aforesaid time and place on any Drawdown Date the amount of its Revolving Credit Commitment Percentage of the requested Revolving Credit Loans shall not relieve any other Revolving Credit Lender from its several obligation hereunder to make available to the Agent the amount of such other Lender’s Revolving Credit Commitment Percentage of any requested Revolving Credit Loans, including any additional Revolving Credit Loans that may be requested subject to the terms and conditions hereof to provide funds to replace those not advanced by the Revolving Credit Lender so failing or refusing. In the event of any such failure or refusal, the Revolving Credit Lenders not so failing or refusing shall be entitled to a priority secured position as against the Revolving Credit Lender or Revolving Credit Lenders so failing or refusing to make available to the Borrowers the amount of its or their Revolving Credit Commitment Percentage for such Revolving Credit Loans as provided in §12.5. (b) Unless the Agent shall have been notified by any Lender prior to the applicable Drawdown Date that such Lender will not make available to the Agent such Lender’s Commitment Percentage of a proposed Loan, the Agent may in its discretion assume that such Lender has made such Loan available to the Agent in accordance with the provisions of this Agreement and the Agent may, if it chooses, in reliance upon such assumption make such Loan available to the BorrowerBorrowers, and such Lender shall be liable to the Agent for the amount of such advance. If such Lender does not pay such corresponding amount upon the Agent’s demand therefor, the Agent will promptly notify the BorrowerBorrowers, and the Borrower Borrowers shall promptly pay such corresponding amount to the Agent. The Agent shall also be entitled to recover from the Lender or the BorrowerBorrowers (without duplication), 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 Agent to the Borrower Borrowers to the date such corresponding amount is recovered by the Agent at a per annum rate equal to (i) from the Borrower Borrowers at the applicable rate for such Loan or (ii) from a Lender at the Federal Funds Effective Rate plus one percent (1%)Rate.

Funds for Loans. (a) Not Subject to the other provisions of this §2, not later than 1:00 12:00 p.m. (Cleveland New York City time) on the proposed Drawdown Date of any Revolving Credit LoansLoan, each of the Lenders, Lenders will make available to the Administrative Agent, at the Administrative Agent’s Head Office, in immediately available funds, the amount of such Lender’s Commitment Percentage of the amount of the requested Loans which may be disbursed pursuant Loan; provided that each Lender shall provide notice to §2.1the Administrative Agent of its intent not to make available its Commitment Percentage of any requested Loan as soon as possible after receipt of any Completed Loan Request, and in any event not later than 4:00 p.m. (New York City time) on (x) the Business Day prior to the Drawdown Date of any requested Alternate Base Rate Loan and (y) the third Business Day prior to the Drawdown Date of any requested LIBOR Rate Loan. Upon receipt from each such Lender of such amount, and upon receipt of the documents required by §§10 and 11 and the satisfaction of the other conditions set forth therein, to the extent applicable, the Administrative Agent will make available to the Borrower Borrower, in the Borrower’s account with the Administrative Agent or as otherwise directed to the Administrative Agent by the Borrower, the aggregate amount of such Revolving Credit Loans Loan made available to the Administrative Agent by the Lenders, as applicable, ; all such funds received by crediting such amount the Administrative Agent by the times set forth above will be made available to the account of Borrower not later than 2:00 p.m. on the same Business Day. Funds received after such time will be made available by not later than 12:00 p.m. on the next Business Day. The Administrative Agent hereby agrees to promptly provide the Borrower maintained at with a statement confirming the Agent’s Head Officeparticulars of each LIBOR Rate Loan, in reasonable detail, when each such Loan is made. The failure or refusal of any Lender to make available to the Administrative Agent at the aforesaid time and place on any Drawdown Date the amount of its Commitment Percentage of the requested Loans Loan shall not relieve any other Lender from its several obligation hereunder to make available to the Administrative Agent for disbursement to the Borrower the amount of such other Lender’s its Commitment Percentage of any requested Loans, including Loan but in no event shall the Administrative Agent (in its capacity as Administrative Agent) have any additional Revolving Credit Loans that may be requested subject obligation to make any funding (other than amounts advanced to the terms and conditions hereof to provide funds to replace those not advanced Administrative Agent by the Lenders pursuant to the subject Loan request) or shall any Lender so failing be obligated to fund more than its Commitment Percentage of the requested Loan or refusingto increase its Commitment Percentage on account of such failure or otherwise. (b) Unless The Administrative Agent may, unless notified to the Agent shall have been notified contrary by any Lender prior to the applicable a Drawdown Date Date, assume that such Lender will not make has made available to the Administrative Agent on such Drawdown Date the amount of such Lender’s Commitment Percentage of a proposed Loanthe Loan to be made on such Drawdown Date, and the Administrative Agent may in its discretion assume that such Lender has made such Loan available to the Agent in accordance with the provisions of this Agreement and the Agent may, if (but it choosesshall not be required to), in reliance upon such assumption assumption, make such Loan available to the BorrowerBorrower a corresponding amount. If any Lender makes available to the Administrative Agent such amount on a date after such Drawdown Date, and such Lender shall be liable pay to the Administrative Agent on demand an amount equal to the product of (i) the average, computed for the period referred to in clause (iii) below, of the weighted average interest rate paid by the Administrative Agent for federal funds acquired by the Administrative Agent during each day included in such period, multiplied by (ii) the amount of such advance. If Lender’s Commitment Percentage of such Lender does not pay such corresponding amount upon the Agent’s demand thereforLoan, multiplied by (iii) a fraction, the Agent will promptly notify numerator of which is the Borrowernumber of days that elapsed from and including such Drawdown Date to the date on which the amount of such Lender’s Commitment Percentage of such Loan shall become immediately available to the Administrative Agent, and the Borrower denominator of which is 360. A statement of the Administrative Agent submitted to such Lender with respect to any amounts owing under this paragraph shall promptly pay such corresponding be prima facie evidence of the amount due and owing to the AgentAdministrative Agent by such Lender. The If the amount of such Lender’s Commitment Percentage of such Loans is not made available to the Administrative Agent by such Lender within three (3) Business Days following such Drawdown Date, the Administrative Agent shall also be entitled to recover from the Lender or the 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 Agent to the Borrower to the date such corresponding amount is recovered by the Agent at a per annum rate equal to (i) from the Borrower on demand, with interest thereon at the rate per annum applicable rate for to the Loans made on such Loan or (ii) from a Lender at the Federal Funds Effective Rate plus one percent (1%)Drawdown Date.

Funds for Loans. (a) Not later than 1:00 p.m. (Cleveland time) on the proposed Drawdown Date of any Revolving Credit Loans, each of the Lenders, will make available to the Agent, at the Agent’s Head Office, in immediately available funds, the amount of such Lender’s Commitment Percentage of the amount of the requested Loans which may be disbursed pursuant to §2.1. Upon receipt from each such Lender of such amount, and upon receipt of the documents required by §§10 and 11 and the satisfaction of the other conditions set forth therein, to the extent applicable, the Agent will make available to the Borrower the aggregate amount of such Revolving Credit Loans made available to the Agent by the Lenders, as applicable, by crediting such amount to the account of the Borrower maintained at the Agent’s Head Office. The failure or refusal of any Lender to make available to the Agent at the aforesaid time and place on any Drawdown Date the amount of its Commitment Percentage of the requested Loans shall not relieve any other Lender from its several obligation hereunder to make available to the Agent the amount of such other Lender’s Commitment Percentage of any requested Loans, including any additional Revolving Credit Loans that may be requested subject to the terms and conditions hereof to provide funds to replace those not advanced by the Lender so failing or refusing. (b) Unless the Agent shall have been notified by any Lender prior to the applicable Drawdown Date that such Lender will not make available to the Agent such Lender’s Commitment Percentage of a proposed Loan, the Agent may in its discretion assume that such Lender has made such Loan available to the Agent in accordance with the provisions of this Agreement and the Agent may, if it chooses, in reliance upon such assumption make such Loan available to the Borrower, and such Lender shall be liable to the Agent for the amount of such advance. If such Lender does not pay such corresponding amount upon the Agent’s demand therefor, the Agent will promptly notify the Borrower, and the Borrower shall promptly pay such corresponding amount to the Agent. The Agent shall also be entitled to recover from the Lender or the 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 Agent to the Borrower to the date such corresponding amount is recovered by the Agent at a per annum rate equal to (i) from the Borrower at the applicable rate for such Loan or (ii) from a Lender at the Federal Funds Effective Rate plus one percent (1%)Rate.

Funds for Loans. (a) Not later than 1:00 p.m. (Cleveland time) on the proposed Drawdown Date of any Revolving Credit Loans, each of the Lenders, Lenders will make available to the Agent, at the Agent’s Head Office, in immediately available funds, the amount of such Lender’s Commitment Percentage of the amount of the requested Loans which may be disbursed pursuant to §2.1. Upon receipt from each such Lender of such amount, and upon receipt of the documents required by §§10 and §11 and the satisfaction of the other conditions set forth therein, to the extent applicable, the Agent will make available to the Borrower the aggregate amount of such Revolving Credit Loans made available to the Agent by the Lenders, as applicable, Lenders by crediting such amount to the account of the Borrower maintained at the Agent’s Head Office. The failure or refusal of any Lender to make available to the Agent at the aforesaid time and place on any Drawdown Date the amount of its Commitment Percentage of the requested Loans shall not relieve any other Lender from its several obligation hereunder to make available to the Agent the amount of such other Lender’s Commitment Percentage of any requested Loans, including any additional Revolving Credit Loans that may be requested subject to the terms and conditions hereof to provide funds to replace those not advanced by the Lender so failing or refusing. In the event of any such failure or refusal, the Lenders not so failing or refusing shall be entitled to a priority secured position as against the Lender or Lenders so failing or refusing to make available to the Borrower the amount of its or their Commitment Percentage for such Loans as provided in §12.5. (b) Unless the Agent shall have been notified by any Lender prior to the applicable Drawdown Date that such Lender will not make available to the Agent such Lender’s Commitment Percentage of a proposed Loan, the Agent may in its discretion assume that such Lender has made such Loan available to the Agent in accordance with the provisions of this Agreement and the Agent may, if it chooses, in reliance upon such assumption make such Loan available to the Borrower, and such Lender shall be liable to the Agent for the amount of such advance. If such Lender does not pay such corresponding amount upon the Agent’s demand therefor, the Agent will promptly notify the Borrower, and the Borrower shall promptly pay such corresponding amount to the Agent. The Agent shall also be entitled to recover from the Lender or the 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 Agent to the Borrower to the date such corresponding amount is recovered by the Agent at a per annum rate equal to (i) from the Borrower at the applicable rate for such Loan or (ii) from a Lender at the Federal Funds Effective Rate plus one percent (1%)Rate.

Funds for Loans. (a) Not later than 1:00 p.m. (Cleveland time) on the proposed Drawdown Date of any Revolving Credit Loans, each of the Lenders, applicable Lenders will make available to the Administrative Agent, at the Administrative Agent’s Head Office, in immediately available funds, the amount of such Lender’s Commitment Percentage of the amount of the requested Loans which may be disbursed pursuant to §2.1Section 2.1 or 2.7. Upon receipt from each such Lender of such amount, and upon receipt of the documents required by §§Sections 10 and 11 and the satisfaction of the other conditions set forth therein, to the extent applicable, the Administrative Agent will make available to the Borrower Borrowers the aggregate amount of such Revolving Credit Loans made available to the Administrative Agent by the Lenders, as applicable, applicable Lenders by crediting such amount to the account of the Borrower Borrowers maintained at the Administrative Agent’s Head Office. The failure or refusal of any Lender to make available to the Administrative Agent at the aforesaid time and place on any Drawdown Date the amount of its Commitment Percentage of the requested Loans shall not relieve any other Lender from its several obligation hereunder to make available to the Administrative Agent the amount of such other Lender’s Commitment Percentage of any requested Loans, including any additional Revolving Credit Loans that may be requested subject to the terms and conditions hereof to provide funds to replace those not advanced by the Lender so failing or refusing. (b) Unless the Administrative Agent shall have been notified by any Lender prior to the applicable Drawdown Date that such Lender will not make available to the Administrative Agent such Lender’s Commitment Percentage of a proposed Loan, the Administrative Agent may in its discretion assume that such Lender has made such Loan available to the Administrative Agent in accordance with the provisions of this Agreement and the Administrative Agent may, if it chooses, in reliance upon such assumption make such Loan available to the BorrowerBorrowers, and such Lender shall be liable to the Administrative Agent for the amount of such advance. If such Lender does not pay such corresponding amount upon the Administrative Agent’s demand therefor, the Administrative Agent will promptly notify the BorrowerParent, and the Borrower Borrowers shall promptly pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover from the Lender or the BorrowerBorrowers, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower Borrowers to the date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal to (i) from the Borrower Borrowers at the applicable rate for such Loan or (ii) from a Lender at the Federal Funds Effective Rate plus one percent (1%)Rate.

Funds for Loans. (a) Not later than 1:00 2:00 p.m. (Cleveland time) on the proposed Drawdown Date of any Revolving Credit Loans, each of the Lenders, Lender will make available to the Agent, at the Agent’s Head Office, in immediately available funds, the amount of such Lender’s Commitment Percentage of the amount of the requested Loans which may be disbursed pursuant to §2.1hereto. Upon receipt from each such Lender of such amount, and upon receipt of the documents required by §10 (in the case of Loans to be made on the Closing Date only) and §10 and 11 and the satisfaction of the other conditions set forth therein, to the extent applicable, the Agent will make available to the Borrower Borrowers the aggregate amount of such Revolving Credit Loans made available to the Agent by the Lenders, as applicable, Lenders by crediting such amount to the account of the Borrower Borrowers maintained at the Agent’s Head Office. The failure or refusal of any Lender to make available to the Agent at the aforesaid time and place on any Drawdown Date the amount of its Commitment Percentage of the requested Loans shall not relieve any other Lender from its several obligation hereunder to make available to the Agent the amount of such other Lender’s Commitment Percentage of any requested Loans, including any additional Revolving Credit Loans that may be requested subject to the terms and conditions hereof to provide funds to replace those not advanced by the Lender so failing or refusing. In the event of any such failure or refusal, the Lenders not so failing or refusing shall be entitled to a priority secured position as against the Lender or Lenders so failing or refusing to make available to Borrowers the amount of its or their Commitment Percentage for such Loans as provided in §12.5. (b) Unless the Agent shall have been notified by any Lender prior to the applicable Drawdown Date that such Lender will not make available to the Agent such Lender’s Commitment Percentage of a proposed Loan, the Agent may in its discretion assume that such Lender has made such Loan available to the Agent in accordance with the provisions of this Agreement and the Agent may, if it chooses, in reliance upon such assumption make such Loan available to the BorrowerBorrowers, and such Lender shall be liable to the Agent for the amount of such advance. If such Lender does not pay such corresponding amount upon the Agent’s demand therefor, the Agent will promptly notify the Lead Borrower, and the Borrower Borrowers shall promptly pay such corresponding amount to the Agent. The Agent shall also be entitled to recover from the Lender or the BorrowerBorrowers, 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 Agent to the Borrower Borrowers to the date such corresponding amount is recovered by the Agent at a per annum rate equal to (i) from the Borrower Borrowers at the applicable rate for such Loan or (ii) from a Lender at the Federal Funds Effective Rate plus one percent (1%)Rate.

Funds for Loans. (a) Not Subject to Section 2.5 and other provisions of this Agreement, not later than 1:00 p.m. (Cleveland Boston time) on the proposed Drawdown Borrowing Date of any Revolving Credit Loans, each of the Lenders, Lenders will make available to the Agent, at the Agent’s 's Head Office, in immediately available funds, the amount of such Lender’s 's Commitment Percentage of the amount of the requested Loans which may be disbursed pursuant to §2.1Loans. Upon receipt from each such Lender of such amount, and upon receipt of the documents required by §§Section 10 and or 11 (whichever is applicable) and the satisfaction of the other conditions set forth therein, to the extent applicable, the Agent will make available to the Borrower the aggregate amount of such Revolving Credit Loans made available to the Agent by the Lenders, as applicable, by crediting such amount to the account of the Borrower maintained at the Agent’s Head Office. The failure or refusal of any Lender to make available to the Agent at the aforesaid time and place on any Drawdown Borrowing Date the amount of its Commitment Percentage of the requested Loans shall not relieve any other Lender from its several obligation hereunder to make available to the Agent the amount of such other Lender’s 's Commitment Percentage of any requested Loans, including Loans but shall not obligate any additional Revolving Credit other Lender or Agent to fund more than its Commitment Percentage of the requested Loans that may be requested subject or to the terms and conditions hereof to provide funds to replace those not advanced by the Lender so failing or refusingincrease its Commitment Percentage. (b) Unless The Agent may, unless notified to the Agent shall have been notified contrary by any Lender prior to the applicable Drawdown Date that such Lender will not make available to the Agent such Lender’s Commitment Percentage of a proposed LoanBorrowing Date, the Agent may in its discretion assume that such Lender has made such Loan available to the Agent in accordance with on such Borrowing Date the provisions amount of this Agreement such Lender's Commitment Percentage of the Loans to be made on such Borrowing Date, and the Agent may, if may (but it choosesshall not be required to), in reliance upon such assumption assumption, make such Loan available to the BorrowerBorrower a corresponding amount. If any Lender makes available to the Agent such amount on a date after such Borrowing Date, and such Lender shall be liable pay to the Agent on demand an amount equal to the product of (i) the average computed for the period referred to in clause (iii) below, of the weighted average interest rate paid by the Agent for federal funds acquired by the Agent during each day included in such period, times (ii) the amount of such advance. If Lender's Commitment Percentage of such Lender does not pay Loans, times (iii) a fraction, the numerator of which is the number of days or portion thereof that elapsed from and including such corresponding Borrowing Date to the date on which the amount upon of such Lender's Commitment Percentage of such Loans shall become immediately available to the Agent’s demand therefor, the Agent will promptly notify the Borrower, and the Borrower denominator of which is 365. A statement of the Agent submitted to such Lender with respect to any amounts owing under this paragraph shall promptly pay such corresponding be prima facie evidence of the amount due and owing to the Agent. The Agent shall also be entitled to recover from the Lender or the Borrower, as the case may be, interest on by such corresponding amount in respect of each day from the date such corresponding amount was made available by the Agent to the Borrower to the date such corresponding amount is recovered by the Agent at a per annum rate equal to (i) from the Borrower at the applicable rate for such Loan or (ii) from a Lender at the Federal Funds Effective Rate plus one percent (1%)Lender.

Funds for Loans. (a) Not later than 1:00 p.m. (Cleveland time) Each Bank will, upon receiving notice from the Agent of any request by the Company and/or Hasbro SA, as the case may be, for Syndicated Loans pursuant to 2.4, become and be obligated to make available to the Agent, on the proposed Drawdown Date of any Revolving Credit Page 44 each Syndicated Loan, not later than (a) 2:30 P.M. (Boston time) for Base Rate Loans with respect to which the Agent sent notice to the Banks pursuant to 2.4 hereof no earlier than the proposed Drawdown Date of such Loan, and (b) 11:00 A.M. (Boston time) with respect to Eurocurrency Rate Loans and all other Base Rate Loans, each of the Lenders, will make in funds immediately available for credit to the AgentCompany's and/or Hasbro SA's, at as the Agent’s Head Officecase may be, in immediately available fundsaccount, the amount of an aggregate amount, equal to such Lender’s Bank's Commitment Percentage of the amount of Syndicated Loan requested at the requested Loans which place specified in the notice delivered by the Company and/or Hasbro SA, as the case may be disbursed be, pursuant to §2.12.4. Upon receipt from each such Lender of such amount, and upon receipt of the documents required by §§10 and 11 and the satisfaction of the other conditions set forth thereinin 12 and 13, to the extent as applicable, the Agent will make available to the Borrower cause the aggregate amount of such Revolving Credit Loans made available funds actually received by the Agent from the Banks to be credited to the Agent by the LendersCompany's and/or Hasbro SA's, as applicablethe case may be, by crediting account as soon as practicable on the date of such amount to the account of the Borrower maintained at the Agent’s Head Officereceipt. The failure or refusal of any Lender Bank to make available to the Agent at the aforesaid time and place on any Drawdown Date the amount of its Commitment Percentage of the requested Loans Syndicated Loan to be made by such Bank thereon shall not relieve any the other Lender Banks from its their several obligation obligations hereunder to make available to the Agent the amount of such other Lender’s their respective Commitment Percentage Percentages of any requested Syndicated Loans, including any additional Revolving Credit Loans that may be requested subject to the terms and conditions hereof to provide funds to replace those not advanced by the Lender so failing or refusing. (b) Unless The Agent may, unless notified to the Agent shall have been notified contrary by any Lender Bank prior to the applicable a Drawdown Date Date, assume that such Lender will not make Bank has made available to the Agent on such Lender’s Drawdown Date the amount of such Bank's Commitment Percentage of a proposed Loanthe Syndicated Loans (or in the case of Competitive Bid Loans, the amount of such Bank's accepted offers of Competitive Bid Loans, if any) to be made on such Drawdown Date, and the Agent may in its discretion assume that such Lender has made such Loan available to the Agent in accordance with the provisions of this Agreement and the Agent may, if (but it choosesshall not be required to), in reliance upon such assumption assumption, make such Loan available to the Borrower, and such Lender shall be liable to the Agent for the amount of such advance. If such Lender does not pay such corresponding amount upon the Agent’s demand therefor, the Agent will promptly notify the Borrower, and the Borrower shall promptly pay such corresponding amount to the Agent. The Agent shall also be entitled to recover from the Lender or the BorrowerCompany and/or Hasbro SA, as the case may be, a corresponding amount. If any Bank makes available to the Agent such amount on a date after such Drawdown Date, such Bank shall pay to the Agent on demand an amount equal to the product of (i) the average computed for the period referred to in clause (iii) below, of the weighted average interest on such corresponding amount in respect of each day from the date such corresponding amount was made available rate paid by the Agent to for federal funds acquired by the Borrower Agent during each day included in such period, times (ii) the amount of such Bank's Commitment Percentage of such Loans (or accepted offers of Competitive Bid Loans, as applicable), times (iii) a fraction, the numerator of which is the number of days that elapse from and including such Drawdown Date to the date on which the amount of such corresponding amount Bank's Loans shall become immediately available to the Agent, and the denominator of which is recovered by 365. A statement of the Agent submitted to such Bank with respect to any amounts owing under this paragraph shall be prima facie evidence of the amount due and owing to the Agent by such Bank. If the amount of such Bank's Loans is not made available to the Agent by such Bank within three (3) Business Days following such Drawdown Date, the Agent shall be entitled to recover such amount from the Company and/or Hasbro SA, as the case may be, on demand, with interest thereon at a the rate per annum rate equal applicable to (i) from the Borrower at the applicable rate for Loans made on such Loan or (ii) from a Lender at the Federal Funds Effective Rate plus one percent (1%)Drawdown Date.

Funds for Loans. (a) Not later than 1:00 p.m. (Cleveland Boston time) on the proposed Drawdown Date of any Revolving Credit Loans (other than Swing Loans), each of the Lenders, Banks will make available to the Agent, at the Agent’s 's Head Office, in immediately available funds, the amount of such Lender’s Bank's Commitment Percentage of the amount of the requested Loans which may be disbursed pursuant to §Section 2.1. Upon receipt from each such Lender Bank of such amount, and upon receipt of the documents required by §§Section 10 and Section 11 and the satisfaction of the other conditions set forth therein, to the extent applicable, the Agent will make available to the Borrower the aggregate amount of such Revolving Credit Loans made available to the Agent by the Lenders, as applicable, Banks by crediting such amount to the account of the Borrower maintained at the Agent’s 's Head Office. The failure or refusal of any Lender Bank to make available to the Agent at the aforesaid time and place on any Drawdown Date the amount of its Commitment Percentage of the requested Loans shall not relieve any other Lender Bank from its several obligation hereunder to make available to the Agent the amount of such other Lender’s Bank's Commitment Percentage of any requested Loans, including any additional Revolving Credit Loans that may be requested subject to the terms and conditions hereof to provide funds to replace those not advanced by the Lender Bank so failing or refusing, provided that the Borrower may by notice received by the Agent no later than the Drawdown Date refuse to accept any Loan which is not fully funded in accordance with the Borrower's Loan Request subject to the terms of Section 2.7. In the event of any such failure or refusal, the Banks not so failing or refusing shall be entitled to a priority position as against the Bank or Banks so failing or refusing for such Loans as provided in Section 12.4. (b) Unless the Agent shall have been notified by any Lender Bank prior to the applicable Drawdown Date that such Lender Bank will not make available to the Agent such Lender’s Bank's Commitment Percentage of a proposed Loan, the Agent may in its discretion assume that such Lender Bank has made such Loan available to the Agent in accordance with the provisions of this Agreement and the Agent may, if it chooses, in reliance upon such assumption make such Loan available to the Borrower, and such Lender Bank shall be liable to the Agent for the amount of such advance. If such Lender Bank does not pay such corresponding amount upon the Agent’s 's demand therefor, the Agent will promptly notify the Borrower, and the Borrower shall promptly pay such corresponding amount to the Agent. The Agent shall also be entitled to recover from the Lender Bank or the 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 Agent to the Borrower to the date such corresponding amount is recovered by the Agent at a per annum rate equal to (i) from the Borrower at the applicable rate for such Loan or (ii) from a Lender Bank at the Federal Funds Effective Rate plus one percent (1%)Rate.

Funds for Loans. (a) Not later than 1:00 1. Unless and until an Assignment and Acceptance occurs in accordance with the terms of this Loan Agreement, prior to 3:00 p.m. (Cleveland New York time) on the proposed Drawdown Date, the Lender shall, subject to the satisfaction of the conditions set forth in this Loan Agreement disburse the amount of such Loan by (a) transferring the amount of such Loan to the Borrower by wire transfer pursuant to the Borrower's instructions in the Draw Requests, or (b) if such Loan is a Tranche A Loan to be used to pay the purchase price of equipment, software or services and the applicable sales taxes thereon, if any, by the Borrower under the Supply Agreement, crediting such payment of such purchase price by wire transfer pursuant to the terms of the Tranche A Draw Request. The Lender will endeavor to disburse the appropriate amount of a Loan to the Borrower by 1:00 p.m. (New York time) rather than 3:00 p.m. (New York time) on the Drawdown Date but is in no respect obligated to do so. a. Following the occurrence of any Revolving Credit Loansan Assignment and Acceptance in accordance with the terms of this Loan Agreement, upon receipt of a Draw Request from the Borrower, the Administrative Agent shall promptly notify each Lender by telephone or telecopy of the LendersDraw Request. Each Lender shall, will not later than 11:00 a.m. (New York time) on the Drawdown Date make available to the Agent, Administrative Agent at the Administrative Agent’s Head Office, in immediately available funds's Office or at such other location as the Administrative Agent shall designate, the amount of such Lender’s Commitment Percentage of the amount of the requested Loans which may be disbursed pursuant to §2.1. Upon receipt from each such Lender 's ratable portion of such amountLoan in immediately available funds. Prior to 3:00 p.m. (New York time) on the Drawdown Date, and upon receipt of the documents required by §§10 and 11 and Administrative Agent shall, subject to the satisfaction of the other conditions set forth thereinin this Loan Agreement, disburse the amounts made available to it by the Lenders in like funds by (i) transferring the amounts so made available by wire transfer pursuant to the extent applicableBorrower's instructions, or (ii) if such Loan is a Tranche A Loan to be used to pay the purchase price of equipment, software or services and the applicable sales taxes thereof, if any by the Borrower under the Supply Agreement, crediting such portion to payment of such purchase price by wire transfer pursuant to the terms thereof. The Administrative Agent will endeavor to disburse the appropriate amount of a Loan to the Borrower by 1:00 p.m. (New York time) rather than 3:00 p.m. (New York time) on the Drawdown Date but is in no respect obligated to do so. b. If the Administrative Agent shall not have received from a Lender prior to 2:00 p.m. (New York time) on any Drawdown Date such Lender's ratable portion of such Loan, either (but not both) the Administrative Agent or NTI (if NTI is not the Administrative Agent and has agreed with the Administrative Agent to do so in the stead of the Administrative Agent), shall make available to the Borrower on such date (in addition to its pro rata share of the aggregate Loan made in its capacity as a Lender) the full amount of the portion of the Loan not received by the Administrative Agent from such Revolving Credit Loans made available Lender. If and to the extent the Administrative Agent by the Lenders, as applicable, by crediting such amount to the account of the Borrower maintained at the Agent’s Head Office. The failure or refusal of any Lender to make available to the Agent at the aforesaid time and place on any Drawdown Date the amount of its Commitment Percentage of the requested Loans shall not relieve any other Lender from its several obligation hereunder to make available to the Agent the amount of such other Lender’s Commitment Percentage of any requested Loans, including any additional Revolving Credit Loans that may be requested subject to the terms and conditions hereof to provide NTI so funds to replace those not advanced by the Lender so failing or refusing. (b) Unless the Agent shall have been notified by any Lender prior to the applicable Drawdown Date that such Lender will not make available to the Agent such Lender’s Commitment Percentage a portion of a proposed LoanLoan on behalf of a Lender, the Agent may in its discretion assume that such Lender has made such Loan available to the Agent in accordance with the provisions of this Agreement and the Agent may, if it chooses, in reliance upon such assumption make such Loan available to the Borrower, and such Lender shall be liable repay to the Administrative Agent for the amount of or NTI (whichever one paid such advance. If such Lender does not pay Lender's portion) on demand such corresponding amount upon the Agent’s demand therefortogether with interest thereon, the Agent will promptly notify the Borrower, and the Borrower shall promptly pay such corresponding amount to the Agent. The Agent shall also be entitled to recover from the Lender or the Borrower, as the case may be, interest on such corresponding amount in respect of for each day from the date such corresponding amount was is made available by the Agent to the Borrower to until the date such corresponding amount is recovered by repaid to the Administrative Agent or NTI, at a per annum rate equal the applicable interest rate. c. If such Lender shall repay to the Administrative Agent or NTI such corresponding amount, such amount so repaid shall thereafter constitute such Lender's portion of the applicable Loan for purposes of this Loan Agreement. The failure of any Lender to fund its ratable portion of any Loan shall not relieve (i) from either (but not both) the Borrower at Administrative Agent or NTI (if NTI is not the applicable rate for such Administrative Agent and has agreed with Administrative Agent to fund in the stead of the Administrative Agent), of its obligation to fund the full amount of the Loan or (ii) from any other Lender of its obligation hereunder to fund its respective portion of the Loan on the date of such borrowing, but no Lender (other than the Administrative Agent or NTI (if NTI is not the Administrative Agent and has agreed with Administrative Agent to do so), but not both) shall be responsible for any such failure of any other Lender. d. In the event that, at any time when the Borrower is not in Default and has satisfied all applicable conditions set forth in (S)10, a Lender at for any reason fails or refuses to fund its portion of an Loan, then, until such time as such Lender has funded its portion of such Loan, or all other Lenders have received payment in full (whether by repayment or prepayment) of the Federal Funds Effective Rate plus principal and interest due in respect of such Loan, such non- funding Lender shall not have the right (i) to vote or consent regarding any issue on which voting or consenting is required or advisable under this Loan Agreement or any other Loan Document and the amount of the Loan or Commitment held by such Lender shall not be counted as outstanding for purposes of determining "Required Lenders" hereunder, or (ii) to receive payments of principal, interest or fees from the Borrower in respect of its unfunded portion of Loans (but instead such payments shall be made to either the Administrative Agent or NTI (whichever one percent paid such Lender's portion) in respect to the portion of such Loans funded by it pursuant to this (1%S)2.9).

Funds for Loans. (a) Not later than 1:00 2:00 p.m. (Cleveland Houston time) on the proposed Drawdown Date of any Revolving Credit Loans, each of the Lenders, severally, will make available to the Administrative Agent, at the Agent’s Head Office, its head office in immediately available funds, the amount of such Lender’s Commitment Percentage of the amount of the requested Loans which may be disbursed pursuant to §2.1Loans. Upon receipt from each such Lender of such amount, and upon receipt of the documents required by §§9 and 10 and 11 and the satisfaction of the other conditions set forth therein, to the extent applicable, the Administrative Agent will make available make (b) The Administrative Agent may (unless notified to the Borrower the aggregate amount of such Revolving Credit Loans contrary by any Lender prior to a Drawdown Date) assume that each Lender has made available to the Administrative Agent by the Lenders, as applicable, by crediting on such amount to the account of the Borrower maintained at the Agent’s Head Office. The failure or refusal of any Lender to make available to the Agent at the aforesaid time and place on any Drawdown Date the amount of its Commitment Percentage of the requested Loans shall not relieve any other Lender from its several obligation hereunder to make available to the Agent the amount of such other Lender’s Commitment Percentage of any requested Loans, including any additional Revolving Credit Loans that may be requested subject to the terms and conditions hereof to provide funds to replace those not advanced by the Lender so failing or refusing. (b) Unless the Agent shall have been notified by any Lender prior to the applicable Drawdown Date that such Lender will not make available to the Agent such Lender’s Commitment Percentage of a proposed Loanthe amount of the requested Loans to be made on such Drawdown Date, and the Administrative Agent may in its discretion assume that such Lender has made such Loan available to the Agent in accordance with the provisions of this Agreement and the Agent may, if (but it choosesshall not be required to), in reliance upon such assumption assumption, make such Loan available to the BorrowerBorrower a corresponding amount. If any Lender makes available to the Administrative Agent such amount advanced by the Administrative Agent on a date after such Drawdown Date, and such Lender shall be liable pay to the Administrative Agent on demand an amount equal to the product of (i) the average computed for the period referred to in clause (iii) below, of the Federal Funds Rate for each day included in such period, times (ii) the amount of such advance. If Lender’s Commitment Percentage of the amount of such Lender does not pay such corresponding amount upon the Agent’s demand thereforLoans, times (iii) a fraction, the Agent will promptly notify numerator of which is the Borrowernumber of days that elapse from and including such Drawdown Date to the date on which the amount of such Lender’s Commitment Percentage of the amount of such Loans shall become immediately available to the Administrative Agent, and the Borrower shall promptly pay denominator of which is 360. If the amount of such corresponding Lender’s Commitment Percentage of the amount of such Loans is not made available to the Agent. The Administrative Agent by such Lender within three (3) Business Days after such Drawdown Date, the Administrative Agent shall also be entitled to recover from the Lender or the 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 Agent to the Borrower to the date such corresponding amount is recovered by the Agent at a per annum rate equal to (i) from the Borrower on demand, with interest thereon at the rate per annum applicable rate for to the Loans made on such Loan or (ii) from a Drawdown Date. A statement of the Administrative Agent submitted to any Lender at with respect to any amounts owing under this paragraph shall be prima facie evidence of the Federal Funds Effective Rate plus one percent (1%)amount due and owing to the Administrative Agent by such Lender. §2.

Funds for Loans. (a) Not later than 1:00 p.m. 11:00 a.m. (Cleveland Boston time) on the proposed Drawdown Date of any Revolving Credit Loans, each of the Lenders, Banks will make available to the Agent, at the Agent’s 's Head Office, in immediately available funds, the amount of such Lender’s Bank's Commitment Percentage of the amount of the requested Loans which may be disbursed pursuant to §Section 2.1. Upon receipt from each such Lender Bank of such amount, and upon receipt of the documents required by §§Section 10 and Section 11 and the satisfaction of the other conditions set forth therein, to the extent applicable, the Agent will make available to the Borrower the aggregate amount of such Revolving Credit Loans made available to the Agent by the Lenders, as applicable, Banks by crediting such amount to the account of the Borrower maintained at the Agent’s Head Officewire transfer in accordance with Borrower's instructions. The failure or refusal of any Lender Bank to make available to the Agent at the aforesaid time and place on any Drawdown Date the amount of its Commitment Percentage of the requested Loans to the extent it is obligated to fund such Loan hereunder shall not relieve any other Lender Bank from its several obligation hereunder to make available to the Agent the amount of such other Lender’s Bank's Commitment Percentage of any requested Loans, including any additional Revolving Credit Loans that may be requested by the Borrower subject to the terms and conditions hereof to provide funds to replace those not advanced by the Lender Bank so failing or refusing, provided that the Borrower may by notice received by the Agent no later than the Drawdown Date refuse to accept any Loan which is not fully funded in accordance with the Borrower's Loan Request subject to the terms of Section 2.6 (except that such refusal shall not relieve the Borrower of its obligation to pay the Revocation Costs); provided further that no Bank shall be obligated to advance any amount in excess of the limits set forth in Section 2.1. In the event of any such failure or refusal, the Banks not so failing or refusing shall be entitled to a priority position as against the Bank or Banks so failing or refusing for such Loans as provided in Section 12.4. (b) Unless the Agent shall have been notified by any Lender Bank prior to the applicable Drawdown Date that such Lender Bank will not make available to the Agent such Lender’s Commitment Percentage Bank's pro rata share of a proposed Loan, the Agent may in its discretion assume that such Lender Bank has made such Loan available to the Agent in accordance with the provisions of this Agreement and the Agent may, if it chooses, in reliance upon such assumption make such Loan available to the Borrower, and such Lender Bank shall be liable to the Agent for the amount of such advance. If such Lender does not pay such corresponding amount upon the Agent’s demand therefor, the Agent will promptly notify the Borrower, and the Borrower shall promptly pay such corresponding amount to the Agent. The Agent shall also be entitled to recover from the Lender or the 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 Agent to the Borrower to the date such corresponding amount is recovered by the Agent at a per annum rate equal to (i) from the Borrower at the applicable rate for such Loan or (ii) from a Lender at the Federal Funds Effective Rate plus one percent (1%).

Funds for Loans. (a) Not later than 1:00 p.m. noon (Cleveland Eastern time) on the proposed Drawdown Date of any Revolving Credit Loans, each of the Lenders, Revolving Credit Lenders will make available to the Agent, at the Agent’s Head Office, in immediately available funds, the amount of such Lender’s Revolving Credit Commitment Percentage of the amount of the requested Loans which may be disbursed pursuant to §2.1. Upon receipt from each such Revolving Credit Lender of such amount, and upon receipt of the documents required by §§10 and §11 and the satisfaction of the other conditions set forth therein, therein to the extent applicable, the Agent will make available to the Borrower the aggregate amount of such Revolving Credit Loans made available to the Agent by the Lenders, as applicable, Revolving Credit Lenders by crediting such amount to the account of the Borrower maintained at the Agent’s Head OfficeOffice or wiring such funds in accordance with Borrower’s written instructions. The failure or refusal of any Revolving Credit Lender to make available to the Agent at the aforesaid time and place on any Drawdown Date the amount of its Revolving Credit Commitment Percentage of the requested Loans shall not relieve any other Revolving Credit Lender from its several obligation hereunder to make available to the Agent the amount of such other Lender’s Revolving Credit Commitment Percentage of any requested Loans, including any additional Revolving Credit Loans that may be requested subject to the terms and conditions hereof to provide funds to replace those not advanced by the Lender so failing or refusing. In the event of any such failure or refusal, the Revolving Credit Lenders not so failing or refusing shall be entitled to a priority secured position as against the Revolving Credit Lender or Revolving Credit Lenders so failing or refusing to make available to the Borrower the amount of its or their Revolving Credit Commitment Percentage for such Loans as provided in §12.5. (b) Unless the Agent shall have been notified by any Lender prior to the applicable Drawdown Date that such Lender will not make available to the Agent such Lender’s Commitment Applicable Percentage of a proposed LoanLoan that it is required to make hereunder, the Agent may in its discretion assume that such Lender has made such Loan available to the Agent in accordance with the provisions of this Agreement and the Agent may, if it chooses, in reliance upon such assumption make such Loan available to the Borrower, and such Lender shall be liable to the Agent for the amount of such advance. If such Lender does not pay such corresponding amount upon the Agent’s demand therefor, the Agent will promptly notify the Borrower, and the Borrower shall promptly pay such corresponding amount to the Agent, with Agent agreeing to provide Borrower with at least thirty (30) days to make such repayment, unless Borrower has requested that Agent provide such funds on behalf of the subject Lender, in which event such repayment shall be due within two (2) Business Days. The Agent shall also be entitled to recover from the such Lender or the BorrowerBorrower (without duplication), 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 Agent to the Borrower to the date such corresponding amount is recovered by the Agent at a per annum rate equal to (i) from the Borrower at the applicable rate for such Loan or (ii) from a Lender at the Federal Funds Effective Rate plus one percent (1%)Rate.

Funds for Loans. (a) Not later than 1:00 p.m. (Cleveland Boston time) on the proposed Drawdown Date of any Revolving Credit LoansLoan, each of the Lenders, Banks will make available to the Agent, at the Agent’s its Head Office, in immediately available funds, the amount of such Lender’s Bank's Commitment Percentage of the amount of the requested Loans which may be disbursed pursuant to §2.1Loan. Upon receipt from each such Lender Bank of such amount, and upon receipt of the documents required by §§10 and 11 (S)9 or (S)10, as the case may be, and the satisfaction of the other conditions set forth therein, to the extent applicable, the Agent will make available to the Borrower Borrowers the aggregate amount of such Revolving Credit Loans made available to the Agent by the Lenders, as applicable, by crediting such amount to the account of the Borrower maintained at the Agent’s Head OfficeBanks. The failure or refusal of any Lender Bank to make available to the Agent at the aforesaid time and place on any Drawdown Date the amount of its Commitment Percentage of the requested Loans Loan shall not relieve any other Lender Bank from its several obligation obligations hereunder to make available to the Agent the amount of such other Lender’s Bank's Commitment Percentage of any requested Loans, including any additional Revolving Credit Loans that may be requested subject to the terms and conditions hereof to provide funds to replace those not advanced by the Lender so failing or refusingLoan. (b) Unless The Agent may (unless earlier notified to the Agent shall have been notified contrary by any Lender prior to Bank by 1:00 p.m. (Boston time) on any Drawdown Date) assume that each Bank has made available (or will before the applicable Drawdown Date that end of such Lender will not Business Day make available available) to the Agent the amount of such Lender’s Bank's Commitment Percentage of a proposed Loanwith respect to the Loan to be made on such Drawdown Date, and the Agent may in its discretion assume that such Lender has made such Loan available to the Agent in accordance with the provisions of this Agreement and the Agent may, if it chooses(but shall not be required to), in reliance upon such assumption assumption, make such Loan available to the Borrower, and Borrowers a corresponding amount. If any Bank makes such Lender shall be liable amount available to the Agent on a date after such Drawdown Date, such Bank shall pay the Agent on demand an amount equal to the product of (i) the average, computed for the period referred to in clause (iii) below, of the weighted average annual interest rate paid by the Agent for federal funds acquired by the Agent during each day included in such period multiplied by (ii) the amount equal to such Bank's Commitment Percentage ---------- -- of such advanceLoan, multiplied by (iii) a fraction, the numerator of which is the ---------- -- number of days that elapse from and including such Drawdown Date to but not including the date on which the amount equal to such Bank's Commitment Percentage of such Loan shall become immediately available to the Agent and the denominator of which is 365. A statement of the Agent submitted to such Bank with respect to any amounts owing under this paragraph shall be prima facie ----- ----- evidence of the amount due and owing to the Agent by such Bank. If such Lender does amount is not pay in fact made available to the Agent by such corresponding amount upon the Agent’s demand thereforBank within three (3) Business Days of such Drawdown Date, the Agent will promptly notify the Borrower, and the Borrower shall promptly pay such corresponding amount to the Agent. The Agent shall also be entitled to debit the Borrowers' accounts to recover such amount from the Lender or Borrowers, with interest thereon at the Borrower, as the case may be, interest rate per annum applicable to any Loan made on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Agent to the Borrower to the date such corresponding amount is recovered by the Agent at a per annum rate equal to (i) from the Borrower at the applicable rate for such Loan or (ii) from a Lender at the Federal Funds Effective Rate plus one percent (1%)Drawdown Date.

Funds for Loans. (a) Not later than 1:00 3:00 p.m. (Cleveland New York time) on the proposed Drawdown Date of any Revolving Credit Loans, each of the Lenders, severally, will make available to the Administrative Agent, at the Agent’s Head Office, its head office in immediately available funds, the amount of such Lender’s Commitment Percentage of the amount of the requested Loans which may be disbursed pursuant to §2.1Loans. Upon receipt from each such Lender of such amount, and upon receipt of the documents required by §§9 and 10 and 11 and the satisfaction of the other conditions set forth therein, to the extent applicable, the Administrative Agent will make available to the Borrower the aggregate amount of such Revolving Credit Loans made available to the Agent by the Lenders, as applicable, by crediting such amount to the account of the Borrower maintained at the Agent’s Head OfficeBorrower. The failure or refusal of any Lender to make available to the Administrative Agent at the aforesaid time and place on any Drawdown Date the amount of its Commitment Percentage of the requested Loans shall not relieve any other Lender from its several obligation hereunder to make available to the Administrative Agent the amount of such other Lender’s Commitment Percentage of any requested Loans, including any additional Revolving Credit Loans that may be requested subject to the terms and conditions hereof to provide funds to replace those not advanced by the Lender so failing or refusing. (b) Unless the Agent shall have been notified by any Lender prior to the applicable Drawdown Date that such Lender will not make available to the Agent such Lender’s Commitment Percentage of a proposed Loan, the amount of the requested Loans. (b) The Administrative Agent may in its discretion (unless notified to the contrary by any Lender prior to a Drawdown Date) assume that such each Lender has made such Loan available to the Administrative Agent in accordance with on such Drawdown Date the provisions amount of this Agreement such Lender’s Commitment Percentage of the amount of the requested Loans to be made on such Drawdown Date, and the Administrative Agent may, if may (but it choosesshall not be required to), in reliance upon such assumption assumption, make such Loan available to the BorrowerBorrower a corresponding amount. If any Lender makes available to the Administrative Agent such amount advanced by the Administrative Agent on a date after such Drawdown Date, and such Lender shall be liable pay to the Administrative Agent on demand an amount equal to the product of (i) the average computed for the period referred to in clause (iii) below, of the Federal Funds Rate for each day included in such period, times (ii) the amount of such advance. If Lender’s Commitment Percentage of the amount of such Lender does not pay such corresponding amount upon the Agent’s demand thereforLoans, times (iii) a fraction, the Agent will promptly notify numerator of which is the Borrowernumber of days that elapse from and including such Drawdown Date to the date on which the amount of such Lender’s Commitment Percentage of the amount of such Loans shall become immediately available to the Administrative Agent, and the Borrower shall promptly pay denominator of which is 360. If the amount of such corresponding Lender’s Commitment Percentage of the amount of such Loans is not made available to the Agent. The Administrative Agent by such Lender within three (3) Business Days after such Drawdown Date, the Administrative Agent shall also be entitled to recover from the Lender or the 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 Agent to the Borrower to the date such corresponding amount is recovered by the Agent at a per annum rate equal to (i) from the Borrower on demand, with interest thereon at the rate per annum applicable rate for to the Loans made on such Loan or (ii) from a Drawdown Date. A statement of the Administrative Agent submitted to any Lender at with respect to any amounts owing under this paragraph shall be prima facie evidence of the Federal Funds Effective Rate plus one percent (1%).amount due and owing to the Administrative Agent by such Lender. §

Funds for Loans. (a) Not later than 1:00 p.m. noon (Cleveland Eastern time) on the proposed Drawdown Date of any Revolving Credit 2027 Delayed Draw Loans, each of the Lenders, Lenders will make available to the Agent, at the Agent’s Head Office, in immediately available funds, the amount of such Lender’s Commitment Applicable Percentage of the amount of the requested Loans Loans, which may be disbursed pursuant to §2.1. Upon receipt from each such Lender of such amount, and upon receipt of the documents required by §§10 and §11 and the satisfaction of the other conditions set forth therein, therein to the extent applicable, the Agent will make available to the Borrower the aggregate amount of such Revolving Credit Loans made available to the Agent by the Lenders, as applicable, 2027 Term Lenders by crediting such amount to the account of the Borrower maintained at the Agent’s Head OfficeOffice or wiring such funds in accordance with Borrower’s written instructions. The failure or refusal of any Lender to make available to the Agent at the aforesaid time and place on any Drawdown Date the amount of its Commitment Applicable Percentage of the requested Loans shall not relieve any other Lender of the applicable Class from its several obligation hereunder to make available to the Agent the amount of such other Lender’s Commitment Applicable Percentage of any requested Loans, including any additional Revolving Credit Loans that may be requested subject to the terms and conditions hereof to provide funds to replace those not advanced by the Lender so failing or refusing. (b) Unless the Agent shall have been notified by any Lender of any Class prior to the applicable Drawdown Date that such Lender will not make available to the Agent such Lender’s Commitment Percentage Applicable Percentage, of a proposed Loan, the Agent may in its discretion assume that such Lender has made such Loan available to the Agent in accordance with the provisions of this Agreement and the Agent may, if it chooses, in reliance upon such assumption make such Loan available to the Borrower, and such Lender shall be liable to the Agent for the amount of such advance. If such Lender does not pay such corresponding amount upon the Agent’s demand therefor, the Agent will promptly notify the Borrower, and the Borrower shall promptly pay such corresponding amount to the Agent. The Agent shall also be entitled to recover from the Lender or the BorrowerBorrower (without duplication), 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 Agent to the Borrower to the date such corresponding amount is recovered by the Agent at a per annum rate equal to (i) from the Borrower at the applicable rate for such Loan or (ii) from a Lender at the Federal Funds Effective Rate plus one percent (1%)Rate.

Funds for Loans. (a) Not later than 1:00 p.m. (Cleveland time) on the proposed Drawdown Date of any Revolving Credit Loans, each of the Lenders, will make available to the Agent, at the Agent’s Head Office, in immediately available funds, the amount of such Lender’s Commitment Percentage of the amount of the requested Loans which may be disbursed pursuant to §2.1. Upon receipt from each such Lender of such amount, and upon receipt of the documents required by §§10 and 11 and the satisfaction or waiver in writing of the other conditions set forth therein, to the extent applicable, and each by not later than 1:00 P.M. (Cleveland time) on the proposed Drawdown Date the Agent will make available to the Borrower the aggregate amount of such Revolving Credit Loans made available to the Agent by the Lenders, as applicable, by crediting such amount to the account of the Borrower maintained at the Agent’s Head OfficeOffice not later than 4:00 p.m. (Cleveland time) on such Drawdown Date. The failure or refusal of any Lender to make available to the Agent at the aforesaid time and place on any Drawdown Date the amount of its Commitment Percentage of the requested Loans shall not relieve any other Lender from its several obligation hereunder to make available to the Agent the amount of such other Lender’s Commitment Percentage of any requested Loans, including any additional Revolving Credit Loans that may be requested subject to the terms and conditions hereof to provide funds to replace those not advanced by the Lender so failing or refusing. (b) Unless the Agent shall have been notified by any Lender prior to the applicable Drawdown Date that such Lender will not make available to the Agent such Lender’s Commitment Percentage of a proposed Loan, the Agent may in its discretion assume that such Lender has made such Loan available to the Agent in accordance with the provisions of this Agreement and the Agent may, if it chooses, in reliance upon such assumption make such Loan available to the Borrower, and such Lender shall be liable to the Agent for the amount of such advance. If such Lender does not pay such corresponding amount upon the Agent’s demand therefor, the Agent will promptly notify the Borrower, and the Borrower shall promptly pay such corresponding amount to the Agent. The Agent shall also be entitled to recover from the Lender or the 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 Agent to the Borrower to the date such corresponding amount is recovered by the Agent at a per annum rate equal to (i) from the Borrower at the applicable rate for such Loan or (ii) from a Lender at the Federal Funds Effective Rate plus one percent (1%).

Funds for Loans. (a) Not later than 1:00 2:00 p.m. (Cleveland Hartford, Connecticut time) on the proposed Drawdown Date of any Revolving Credit LoansLoan, each of the Lenders, Lenders will make available to the Administrative Agent, at the Administrative Agent’s 's Head Office, in immediately available funds, the amount of such Lender’s 's Commitment Percentage of the amount of the requested Loans which may be disbursed pursuant to §2.1Loans. Upon receipt from each such Lender of such amount, and upon receipt of the documents required by §§10 (i) ss.ss.11 and 11 12 in the case of initial Loans, and (ii) ss.12 for all other Loans, and the satisfaction of the other conditions set forth therein, to the extent applicable, the Administrative Agent will make available to the Borrower Borrowers the aggregate amount of such Revolving Credit Loans made available to the Administrative Agent by the Lenders, as applicable, by crediting such amount to the account of the Borrower maintained at the Agent’s Head Office. The failure or refusal of any Lender to make available to the Administrative Agent at the aforesaid time and place on any Drawdown Date the amount of its such Lender's Commitment Percentage of the requested Loans shall not relieve any other Lender from its several obligation hereunder to make available to the Administrative Agent the amount of such other Lender’s 's Commitment Percentage of any requested Loans, including any additional Revolving Credit Loans that may be requested subject to the terms and conditions hereof to provide funds to replace those not advanced by the Lender so failing or refusing. (b) Unless The Administrative Agent may, unless notified to the Agent shall have been notified contrary by any Lender prior to the applicable a Drawdown Date that such Lender will not make available to the Agent such Lender’s Commitment Percentage of a proposed LoanDate, the Agent may in its discretion assume that such Lender has made such Loan available to the Administrative Agent in accordance with on such Drawdown Date the provisions amount of this Agreement such Lender's Commitment Percentage of the Loans to be made on such Drawdown Date, and the Administrative Agent may, if may (but it choosesshall not be required to), in reliance upon such assumption assumption, make such Loan available to the BorrowerBorrowers a corresponding amount. If any Lender makes available to the Administrative Agent such amount on a date after such Drawdown Date, and such Lender shall be liable pay to the Administrative Agent on demand an amount equal to the product of (i) the average, computed for the period referred to in clause (iii) below, of the weighted average interest rate paid by the Administrative Agent for federal funds acquired by the Administrative Agent during each day included in such period, times (ii) the amount of such advance. If Lender's Commitment Percentage of such Lender does not pay such corresponding amount upon the Agent’s demand thereforLoans, times (iii) a fraction, the Agent will promptly notify numerator of which is the Borrowernumber of days that elapse from and including such Drawdown Date to the date on which the amount of such Lender's Commitment Percentage of such Loans shall become immediately available to the Administrative Agent, and the Borrower denominator of which is 365. A statement of the Administrative Agent submitted to such Lender with respect to any amounts owing under this paragraph shall promptly pay such corresponding be prima facie evidence of the amount due and owing to the AgentAdministrative Agent by such Lender. The If the amount of such Lender's Commitment Percentage of such Loans is not made available to the Administrative Agent by such Lender within three (3) Business Days following such Drawdown Date, the Administrative Agent shall also be entitled to recover such amount from the Lender or Borrowers on demand, with interest thereon at the Borrower, as rate per annum applicable to the case may be, interest Loans made on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Agent to the Borrower to the date such corresponding amount is recovered by the Agent at a per annum rate equal to (i) from the Borrower at the applicable rate for such Loan or (ii) from a Lender at the Federal Funds Effective Rate plus one percent (1%)Drawdown Date.

Funds for Loans. (a) Not later than 1:00 p.m. 11:00 a.m. (Cleveland Boston time) on the proposed Drawdown Date of any Revolving Credit Loans, each of the Lenders, Lenders will make available to the Agent, at the Agent’s 's Head Office, in immediately available funds, the amount of such Lender’s 's Commitment Percentage of the amount of the requested Loans which may be disbursed pursuant to §Section 2.1. Upon receipt from each such Lender of such amount, and upon receipt of the documents required by §§Section 10 and Section 11 and the satisfaction of the other conditions set forth therein, to the extent applicable, the Agent will make available to the Borrower the aggregate amount of such Revolving Credit Loans made available to the Agent by the Lenders, as applicable, Lenders by crediting such amount to the account of the Borrower maintained at the Agent’s 's Head Office. The failure or refusal of any Lender to make available to the Agent at the aforesaid time and place on any Drawdown Date the amount of its Commitment Percentage of the requested Loans shall not relieve any other Lender from its several obligation hereunder to make available to the Agent the amount of such other Lender’s 's Commitment Percentage of any requested Loans, including any additional Revolving Credit Loans that may be requested subject to the terms and conditions hereof to provide funds to replace those not advanced by the Lender so failing or refusing. In the event of any such failure or refusal, the Lenders not so failing or refusing shall be entitled to a priority secured position as against the Lender or Lenders so failing or refusing to make available to the Borrower the amount of its or their Commitment Percentage for such Loans as provided in Section 12.4. (b) Unless the Agent shall have been notified by any Lender prior to the applicable Drawdown Date that such Lender will not make available to the Agent such Lender’s Commitment Percentage 's pro rata share of a proposed Loan, the Agent may in its discretion assume that such Lender has made such Loan available to the Agent in accordance with the provisions of this Agreement and the Agent may, if it chooses, in reliance upon such assumption make such Loan available to the Borrower, and such Lender shall be liable to the Agent for the amount of such advance. If such Lender does not pay such corresponding amount upon the Agent’s demand therefor, the Agent will promptly notify the Borrower, and the Borrower shall promptly pay such corresponding amount to the Agent. The Agent shall also be entitled to recover from the Lender or the 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 Agent to the Borrower to the date such corresponding amount is recovered by the Agent at a per annum rate equal to (i) from the Borrower at the applicable rate for such Loan or (ii) from a Lender at the Federal Funds Effective Rate plus one percent (1%).

Funds for Loans. (a) Not Subject to ss.2.5 and other provisions of this Agreement, not later than 1:00 p.m. 12:00 noon (Cleveland Boston time) on the proposed Drawdown Borrowing Date of any Revolving Credit Loans, each of the Lenders, Lenders will make available to the Agent, at the Agent’s 's Head Office, in immediately available funds, the amount of such Lender’s 's Commitment Percentage of the amount of the requested Loans which may be disbursed pursuant to §2.1Loans. Upon receipt from each such Lender of such amount, and upon receipt of the documents required by §§10 and ss.10 or 11 (whichever is applicable) and the satisfaction of the other conditions set forth therein, to the extent applicable, the Agent will make available to the Borrower the aggregate amount of such Revolving Credit Loans made available to the Agent by the Lenders, as applicable, by crediting such amount to the account of the Borrower maintained at the Agent’s Head Office. The failure or refusal of any Lender to make available to the Agent at the aforesaid time and place on any Drawdown Borrowing Date the amount of its Commitment Percentage of the requested Loans shall not relieve any other Lender from its several obligation hereunder to make available to the Agent the amount of such other Lender’s 's Commitment Percentage of any requested Loans, including Loans but shall not obligate any additional Revolving Credit other Lender or Agent to fund more than its Commitment Percentage of the requested Loans that may be requested subject or to the terms and conditions hereof to provide funds to replace those not advanced by the Lender so failing or refusingincrease its Commitment Percentage. (b) Unless The Agent may, unless notified to the Agent shall have been notified contrary by any Lender prior to the applicable Drawdown Date that such Lender will not make available to the Agent such Lender’s Commitment Percentage of a proposed LoanBorrowing Date, the Agent may in its discretion assume that such Lender has made such Loan available to the Agent in accordance with on such Borrowing Date the provisions amount of this Agreement such Lender's Commitment Percentage of the Loans to be made on such Borrowing Date, and the Agent may, if may (but it choosesshall not be required to), in reliance upon such assumption assumption, make such Loan available to the BorrowerBorrower a corresponding amount. If any Lender makes available to the Agent such amount on a date after such Borrowing Date, and such Lender shall be liable pay to the Agent on demand an amount equal to the product of (i) the average computed for the period referred to in clause (iii) below, of the weighted average interest rate paid by the Agent for federal funds acquired by the Agent during each day included in such period, times (ii) the amount of such advance. If Lender's Commitment Percentage of such Lender does not pay Loans, times (iii) a fraction, the numerator of which is the number of days or portion thereof that elapsed from and including such corresponding Borrowing Date to the date on which the amount upon of such Lender's Commitment Percentage of such Loans shall become immediately available to the Agent’s demand therefor, the Agent will promptly notify the Borrower, and the Borrower denominator of which is 365. A statement of the Agent submitted to such Lender with respect to any amounts owing under this paragraph shall promptly pay such corresponding be prima facie evidence of the amount due and owing to the Agent. The Agent shall also be entitled to recover from the Lender or the Borrower, as the case may be, interest on by such corresponding amount in respect of each day from the date such corresponding amount was made available by the Agent to the Borrower to the date such corresponding amount is recovered by the Agent at a per annum rate equal to (i) from the Borrower at the applicable rate for such Loan or (ii) from a Lender at the Federal Funds Effective Rate plus one percent (1%)Lender.

Funds for Loans. (a) Not later than 1:00 p.m. Noon (Cleveland Eastern time) on the proposed Drawdown Date of any Revolving Credit Loans, each of the Lenders, Lenders will make available to the Agent, at the Agent’s Head Office, in immediately available funds, the amount of such Lender’s Commitment Percentage of the amount of the requested Loans which may be disbursed pursuant to §2.1. Upon receipt from each such Lender of such amount, and upon receipt of the documents required by §§10 and §11 and the satisfaction of the other conditions set forth therein, therein to the extent applicable, the Agent will make available to the Borrower Borrowers the aggregate amount of such Revolving Credit Loans made available to the Agent by the Lenders, as applicable, Lenders by crediting such amount to the account of the Borrower Borrowers maintained at the Agent’s Head OfficeOffice or wiring such funds in accordance with Borrower’s written instructions. The failure or refusal of any Lender to make available to the Agent at the aforesaid time and place on any Drawdown Date the amount of its Commitment Percentage of the requested Loans shall not relieve any other Lender from its several obligation hereunder to make available to the Agent the amount of such other Lender’s Commitment Percentage of any requested Loans, including any additional Revolving Credit Loans that may be requested subject to the terms and conditions hereof to provide funds to replace those not advanced by the Lender so failing or refusing. In the event of any such failure or refusal, the Lenders not so failing or refusing shall be entitled to a priority secured position as against the Lender or Lenders so failing or refusing to make available to the Borrowers the amount of its or their Commitment Percentage for such Loans as provided in §12.5. (b) Unless the Agent shall have been notified by any Lender prior to the applicable Drawdown Date that such Lender will not make available to the Agent such Lender’s Commitment Percentage of a proposed Loan, the Agent may in its discretion assume that such Lender has made such Loan available to the Agent in accordance with the provisions of this Agreement and the Agent may, if it chooses, in reliance upon such assumption make such Loan available to the BorrowerBorrowers, and such Lender shall be liable to the Agent for the amount of such advance. Prior to making any such advance on behalf of a Lender, Agent shall endeavor to provide prior notice to Borrower and Borrower shall have the right to cancel such requested advance. If such Lender does not pay such corresponding amount upon the Agent’s demand therefor, the Agent will promptly notify the BorrowerBorrowers, and the Borrower Borrowers shall promptly pay such corresponding amount to the Agent. The Agent shall also be entitled to recover from the Lender or the BorrowerBorrowers (without duplication), 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 Agent to the Borrower Borrowers to the date such corresponding amount is recovered by the Agent at a per annum rate equal to (i) from the Borrower Borrowers at the applicable rate for such Loan or (ii) from a Lender at the Federal Funds Effective Rate plus one percent (1%)Rate.

Funds for Loans. (a) Not later than 1:00 p.m. (Cleveland time) on the proposed Drawdown Date of any Revolving Credit Term Loans, each of the Lenders, will make available to the Agent, at the Agent’s Head Office, in immediately available funds, the amount of such Lender’s Commitment Percentage of the amount of the requested Loans which may be disbursed pursuant to §2.1. Upon receipt from each such Lender of such amount, and upon receipt of the documents required by §§10 and 11 and the satisfaction of the other conditions set forth therein, to the extent applicable, the Agent will make available to the Borrower the aggregate amount of such Revolving Credit Term Loans made available to the Agent by the Lenders, as applicable, by crediting such amount to the account of the Borrower maintained at the Agent’s Head Office. The failure or refusal of any Lender to make available to the Agent at the aforesaid time and place on any Drawdown Date the amount of its Commitment Percentage of the requested Loans shall not relieve any other Lender from its several obligation obligations hereunder to make available to the Agent the amount of such other Lender’s Commitment Percentage of any requested Loans, including any additional Revolving Credit Loans that may be requested subject to the terms and conditions hereof to provide funds to replace those not advanced by the Lender so failing or refusing. (b) Unless the Agent shall have been notified by any Lender prior to the applicable Drawdown Date that such Lender will not make available to the Agent such Lender’s Commitment Percentage of a proposed Loan, the Agent may in its discretion assume that such Lender has made such Loan available to the Agent in accordance with the provisions of this Agreement and the Agent may, if it chooses, in reliance upon such assumption make such Loan available to the Borrower, and such Lender shall be liable to the Agent for the amount of such advance. If such Lender does not pay such corresponding amount upon the Agent’s demand therefor, the Agent will promptly notify the Borrower, and the Borrower shall promptly pay such corresponding amount to the Agent. The Agent shall also be entitled to recover from the Lender or the 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 Agent to the Borrower to the date such corresponding amount is recovered by the Agent at a per annum rate equal to (i) from the Borrower at the applicable rate for such Loan or (ii) from a Lender at the Federal Funds Effective Rate plus one percent (1%).

Funds for Loans. (a) Not later than 1:00 p.m. 11:00 a.m. (Cleveland time) on the proposed Drawdown Date of any Revolving Credit the Loans, each of the Lenders, Banks will make available to the Agent, at the Agent’s Head Office, in immediately available funds, the amount of such LenderBank’s Commitment Percentage of the amount of the requested Loans which may be disbursed pursuant to §2.1. Upon receipt from each such Lender Bank of such amount, and upon receipt of the documents required by §§10 and 11 and the satisfaction of the other conditions set forth therein, to the extent applicable, the Agent will make available to the Borrower Borrowers (or to the Agent for the benefit of the Banks or to the holder of the Hedge Obligations with respect to disbursements from the Interest Reserve, as applicable) the aggregate amount of such Revolving Credit Loans made available to the Agent by the Lenders, as applicable, Banks by crediting such amount to the account of the Borrower Borrowers maintained at the Agent’s Head Office. The failure or refusal of any Lender Bank to make available to the Agent at the aforesaid time and place on any Drawdown Date the amount of its Commitment Percentage of the requested Loans shall not relieve any other Lender Bank from its several obligation hereunder to make available to the Agent the amount of such other LenderBank’s Commitment Percentage of any requested Loans, including any additional Revolving Credit Loans that may be requested subject to the terms and conditions hereof to provide funds to replace those not advanced by the Lender so failing or refusing. (b) Unless the Agent shall have been notified by any Lender Bank prior to the applicable Drawdown Date that such Lender Bank will not make available to the Agent such LenderBank’s Commitment Percentage pro rata share of a proposed Loan, the Agent may in its discretion assume that such Lender Bank has made such share of the proposed Loan available to the Agent in accordance with the provisions of this Agreement and the Agent may, if it chooses, in reliance upon such assumption make such Loan available to Borrowers (or to the BorrowerAgent for the benefit of the Banks or to the holder of the Hedge Obligations with respect to disbursements from the Interest Reserve, as applicable), and such Lender Bank shall be liable to the Agent for the amount of such advance. If such Lender Bank does not pay such corresponding amount upon the Agent’s demand therefor, the Agent will promptly notify the BorrowerBorrowers, and the Borrower Borrowers shall promptly pay such corresponding amount to the Agent. The Agent shall also be entitled to recover from the Lender Bank or the BorrowerBorrowers, 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 Agent to the Borrower Borrowers to the date such corresponding amount is recovered by the Agent at a per annum rate equal to (i) from the Borrower Borrowers at the applicable rate for such Loan or (ii) from a Lender Bank at the Federal Funds Effective Rate plus one percent (1%)Rate.

Funds for Loans. (a) Not later than 1:00 p.m. (Cleveland time) on the proposed Drawdown Date of any Revolving Credit Loans, each of the Lenders, Lenders will make available to the Agent, at the Agent’s Head Office, in immediately available funds, the amount of such Lender’s Loan Commitment Percentage or Loan Commitment Percentage, as applicable, of the amount of the requested Loans Loan which may be disbursed pursuant to §2.12.1 or §9. Upon receipt from each such Lender of such amount, and upon receipt of the documents required by §§10 and 11 §11, as applicable, and the satisfaction of the other conditions set forth therein, to the extent applicable, the Agent will make available to a Borrower (or to the Borrower Agent for the benefit of the Lenders with respect to disbursements from the Holdbacks for the payment of interest) the aggregate amount of such Revolving Credit Loans made available to the Agent by the Lenders, as applicable, Lenders by crediting such amount to the account of the a Borrower maintained at the Agent’s Head Office. The failure or refusal of any Lender to make available to the Agent at the aforesaid time and place on any Drawdown Date the amount of its Commitment Percentage of the requested Loans shall not relieve any other Lender from its several obligation hereunder to make available to the Agent the amount of such other Lender’s Commitment Percentage of any requested Loans, including any additional Revolving Credit Loans that may be requested subject to the terms and conditions hereof to provide funds to replace those not advanced by the Lender so failing or refusing. (b) Unless the Agent shall have been notified by any Lender prior to the applicable Drawdown Date that such Lender will not make available to the Agent such Lender’s Commitment Percentage of a proposed Loan, the Agent may in its discretion assume that such Lender has made such Loan available to the Agent in accordance with the provisions of this Agreement and the Agent may, if it chooses, in reliance upon such assumption make such Loan available to a Borrower (or to the BorrowerAgent for the benefit of the Lenders with respect to disbursements from the Holdbacks for the payment of interest), and such Lender shall be liable to the Agent for the amount of such advance. If such Lender does not pay such corresponding amount upon the Agent’s demand therefor, the Agent will promptly notify the BorrowerBorrowers, and the Borrower Borrowers shall promptly pay such corresponding amount to the Agent; provided, however, such obligation of Borrowers shall be deemed satisfied if Agent’s demand is not made to, Borrowers within five (5) Business Days following the applicable Drawdown Date. The Agent shall also be entitled to recover from the Lender or the BorrowerBorrowers, 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 Agent to the Borrower Borrowers to the date such corresponding amount is recovered by the Agent at a per annum rate equal to (i) from the Borrower Borrowers at the applicable rate for such Loan or (ii) from a Lender at the Federal Funds Effective Rate plus one percent (1%)Rate.

Funds for Loans. (a) Not later than 1:00 12:00 p.m. (Cleveland New York City time) on the proposed Drawdown Date of any Revolving Credit Term Loans, each of the Lenders, Lenders will make available to the Agent, at the Agent’s Head Office, in immediately available funds, the amount of such Lender’s Commitment Percentage of the amount of the requested Term Loans which may be disbursed pursuant to §2.1. Upon receipt from each such Lender of such amount, and upon receipt of the documents required by §§10 and §11 and the satisfaction of the other conditions set forth therein, to the extent applicable, the Agent will make available to the Borrower the aggregate amount of such Revolving Credit Term Loans made available to the Agent by the Lenders, as applicable, as instructed by crediting such amount to Borrower not later than 1:00 p.m. (New York City time) on the account proposed Drawdown Date of the Borrower maintained at the Agent’s Head Officeany Term Loans. The failure or refusal of any Lender to make available to the Agent at the aforesaid time and place on any Drawdown Date the amount of its Commitment Percentage of the requested Term Loans shall not relieve any other Lender from its several obligation hereunder to make available to the Agent the amount of such other Lender’s Commitment Percentage of any requested Term Loans, including any additional Revolving Credit Loans that may be requested subject to the terms and conditions hereof to provide funds to replace those not advanced by the Lender so failing or refusing. (b) Unless the Agent shall have been notified by any Lender prior to the applicable Drawdown Date that such Lender will not make available to the Agent such Lender’s Commitment Percentage of a proposed Loan, the Agent may in its discretion assume that such Lender has made such Loan available to the Agent in accordance with the provisions of this Agreement and the Agent may, if it chooses, in reliance upon such assumption make such Loan available to the Borrower, and such Lender shall be liable to the Agent for the amount of such advance. If such Lender does not pay such corresponding amount upon the Agent’s demand therefor, the Agent will promptly notify the Borrower, and the Borrower shall promptly pay such corresponding amount to the Agent. The Agent shall also be entitled to recover from the Lender or the 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 Agent to the Borrower to the date such corresponding amount is recovered by the Agent at a per annum rate equal to (i) from the Borrower at the applicable rate for such Loan or (ii) from a Lender at the Federal Funds Effective Rate plus one percent (1%).

Funds for Loans. (a) Not later than 1:00 2:00 p.m. (Cleveland time) on the proposed Drawdown Date of any Revolving Credit Loans other than Swing Line Loans, each of the Lenders, Lenders will make available to the Agent, at the Agent’s Head Office, in immediately available funds, the amount of such Lender’s Commitment Percentage of the amount of the requested Loans which may be disbursed pursuant to §2.1. Upon receipt from each such Lender of such amount, and upon receipt of the documents required by §§10 and 11 and the satisfaction of the other conditions set forth therein, to the extent applicable, the Agent will make available to the Borrower the aggregate amount of such Revolving Credit Loans made available to the Agent by the Lenders, as applicable, Lenders by crediting such amount to the account of the Borrower maintained at the Agent’s Head Office. The failure or refusal of any Lender to make available to the Agent at the aforesaid time and place on any Drawdown Date the amount of its Commitment Percentage of the requested Loans shall not relieve any other Lender from its several obligation hereunder to make available to the Agent the amount of such other Lender’s Commitment Percentage of any requested Loans, including any additional Revolving Credit Loans that may be requested subject to the terms and conditions hereof to provide funds to replace those not advanced by the Lender so failing or refusing. In the event of any such failure or refusal, the Lenders not so failing or refusing shall be entitled to a priority secured position as against the Lender or Lenders so failing or refusing to make available to Borrower the amount of its or their Commitment Percentage for such Loans as provided in §12.4. (b) Unless the Agent shall have been notified by any Lender prior to the applicable Drawdown Date that such Lender will not make available to the Agent such Lender’s Commitment Percentage of a proposed Loan, the Agent may in its discretion assume that such Lender has made such Loan available to the Agent in accordance with the provisions of this Agreement and the Agent may, if it chooses, in reliance upon such assumption make such Loan available to the Borrower, and such Lender shall be liable to the Agent for the amount of such advance. If such Lender does not pay such corresponding amount upon the Agent’s demand therefor, the Agent will promptly notify the Borrower, and the Borrower shall promptly pay such corresponding amount to the Agent. The Agent shall also be entitled to recover from the Lender or the 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 Agent to the Borrower to the date such corresponding amount is recovered by the Agent at a per annum rate equal to (i) from the Borrower at the applicable rate for such Loan or (ii) from a Lender at the Federal Funds Effective Rate plus one percent (1%)Rate.

Funds for Loans. (a) Not later than 1:00 2:00 p.m. (Cleveland time) on the proposed Drawdown Date of any Revolving Credit Loans, each of the Lenders, Lender will make available to the Agent, at the Agent’s Head Office, in immediately available funds, the amount of such Lender’s Commitment Percentage of the amount of the requested Loans which may be disbursed pursuant to §2.1hereto. Upon receipt from each such Lender of such amount, and upon receipt of the documents required by §10 (in the case of Loans to be made on the Closing Date only) and §10 and 11 and the satisfaction of the other conditions set forth therein, to the extent applicable, the Agent will make available to the Borrower the aggregate amount of such Revolving Credit Loans made available to the Agent by the Lenders, as applicable, Lenders by crediting such amount to the account of the Borrower maintained at the Agent’s Head OfficeAdvance Account. The failure or refusal of any Lender to make available to the Agent at the aforesaid time and place on any Drawdown Date the amount of its Commitment Percentage of the requested Loans shall not relieve any other Lender from its several obligation hereunder to make available to the Agent the amount of such other Lender’s Commitment Percentage of any requested Loans, including any additional Revolving Credit Loans that may be requested subject to the terms and conditions hereof to provide funds to replace those not advanced by the Lender so failing or refusing. In the event of any such failure or refusal, the Lenders not so failing or refusing shall be entitled to a priority secured position as against the Lender or Lenders so failing or refusing to make available to Borrower the amount of its or their Commitment Percentage for such Loans as provided in §12.5. (b) Unless the Agent shall have been notified by any Lender prior to the applicable Drawdown Date that such Lender will not make available to the Agent such Lender’s Commitment Percentage of a proposed Loan, the Agent may in its discretion assume that such Lender has made such Loan available to the Agent in accordance with the provisions of this Agreement and the Agent may, if it chooses, in reliance upon such assumption make such Loan available to the Borrower, and such Lender shall be liable to the Agent for the amount of such advance. If such Lender does not pay such corresponding amount upon the Agent’s demand therefor, the Agent will promptly notify the Borrower, and the Borrower shall promptly pay such corresponding amount to the Agent. The Agent shall also be entitled to recover from the Lender or the 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 Agent to the Borrower to the date such corresponding amount is recovered by the Agent at a per annum rate equal to (i) from the Borrower at the applicable rate for such Loan or (ii) from a Lender at the Federal Funds Effective Rate plus one percent (1%).Rate. 6231593.9\0334186

Funds for Loans. (a) Not later than 1:00 p.m. (Cleveland time) on the proposed Drawdown Date of any Revolving Credit Loans, The Agent may assume that each of the Lenders, will make Lenders has --------------- made available to the Agent, at the Agent’s Head Office, in immediately available funds, the amount of such Lender’s Commitment Percentage its ratable portion of the amount of the requested Loans which may be disbursed pursuant to §2.1. Upon receipt from each such Lender of such amount, in accordance with (S) 2.1 and upon receipt of the documents required by §§10 and 11 and the satisfaction of the other conditions set forth therein, to the extent applicable, the Agent will make available to the Borrower the aggregate amount of such Revolving Credit Loans made available to the Agent by the Lenders(S)(S)4.1 or 4.6, as applicable, by crediting such amount to the account of the Borrower maintained at the Agent’s Head Office. The failure or refusal of any Lender to make available to the Agent at the aforesaid time and place on any Drawdown Date the amount of its Commitment Percentage of the requested Loans shall not relieve any other Lender from its several obligation hereunder to make available to the Agent the amount of such other Lender’s Commitment Percentage of any requested Loans, including any additional Revolving Credit Loans that may be requested subject to the terms and conditions hereof to provide funds to replace those not advanced by the Lender so failing or refusing. (b) Unless the Agent shall have been notified by any Lender prior to the applicable Drawdown Date that such Lender will not make available to the Agent such Lender’s Commitment Percentage of a proposed Loan, the Agent may in its discretion assume that such Lender has made such Loan available to the Agent in accordance with the provisions of this Agreement and the Agent may, if it chooses, in reliance upon such assumption make such Loan available on the Drawdown Date a corresponding amount to the Borrowers. If any Lender makes available to the BorrowerAgent its Commitment Percentage of the Loans on a date after such Drawdown Date, and such Lender shall be liable pay to the Agent on demand an amount equal to the product of (i) the average computed for the period referred to in clause (iii) below, of the weighted average interest rate paid by the Agent for federal funds acquired by the Agent during each day included in such period, times (ii) the amount of such advanceLender's ----- Commitment Percentage of such Loans, times (iii) a fraction, the numerator of ----- which is the number of days that elapse from and including such Drawdown Date to the date on which the amount of such Lender's Commitment Percentage of such Loans shall become immediately available to the Agent, and the denominator of which is 365. A statement of the Agent submitted to such Lender with respect to any amounts owing under this paragraph shall be prima facie evidence of the ----- ----- amount due and owing to the Agent by such Lender. If the amount of such Lender's Commitment Percentage of such Loans is not made available to the Agent by such Lender does not pay within three (3) Business Days following such corresponding amount upon the Agent’s demand thereforDrawdown Date, the Agent will promptly notify the Borrower, and the Borrower shall promptly pay such corresponding amount to the Agent. The Agent shall also be entitled to recover such amount from the Lender or Borrowers on demand (but only after demand for payment has first been made to such Lender), with interest thereon at the Borrower, as rate per annum applicable to the case may be, interest Loans made on such corresponding amount in respect of Drawdown Date, for each day from the date such corresponding amount was made available by the Agent shall make such amount available to the Borrower to Borrowers until the date such corresponding amount is recovered by paid or prepaid to the Agent at a per annum rate equal to (i) from the Borrower at the applicable rate for such Loan or (ii) from a Lender at the Federal Funds Effective Rate plus one percent (1%)Agent.

Funds for Loans. (a) Not later than 1:00 p.m. (Cleveland time) on the proposed Drawdown Date of any Revolving Credit Loans or Term Loans, each of the Revolving Credit Lenders or Term Loan Lenders, as applicable, will make available to the Agent, at the Agent’s Head Office, in immediately available funds, the amount of such Lender’s Commitment Percentage of the amount of the requested Loans which may be disbursed pursuant to §2.12.1 or §2.2, as applicable. Upon receipt from each such Lender of such amount, and upon receipt of the documents required by §§10 and §11 and the satisfaction of the other conditions set forth therein, to the extent applicable, the Agent will make available to the Borrower the aggregate amount of such Revolving Credit Loans or Term Loans made available to the Agent by the Lenders, as applicable, Lenders by crediting such amount to the account of the Borrower maintained at the Agent’s Head Office. The failure or refusal of any Lender to make available to the Agent at the aforesaid time and place on any Drawdown Date the amount of its Commitment Percentage of the requested Loans Loan shall not relieve any other Lender from its several obligation hereunder to make available to the Agent the amount of such other Lender’s Commitment Percentage of any requested LoansLoan, including any additional Revolving Credit Loans or Term Loans that may be requested subject to the terms and conditions hereof to provide funds to replace those not advanced by the Lender so failing or refusing. (b) Unless the Agent shall have been notified by any Lender prior to the applicable Drawdown Date of any Revolving Credit Loan or Term Loan that such Lender will not make available to the Agent such Lender’s Commitment Percentage of a proposed Loan, the Agent may in its discretion assume that such Lender has made such Loan available to the Agent in accordance with the provisions of this Agreement and the Agent may, if it chooses, in reliance upon such assumption make such Loan available to the Borrower, and such Lender shall be liable to the Agent for the amount of such advance. If such Lender does not pay such corresponding amount upon the Agent’s demand therefor, the Agent will promptly notify the Borrower, and the Borrower shall promptly pay such corresponding amount to the Agent. The Agent shall also be entitled to recover from the Lender or the 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 Agent to the Borrower to the date such corresponding amount is recovered by the Agent at a per annum rate equal to (i) from the Borrower at the applicable rate for such Loan or (ii) from a Lender at the Federal Funds Effective Rate plus one percent (1%)Rate.

Funds for Loans. (a) Not later than 1:00 p.m. (Cleveland time) on the proposed Drawdown Date of or any Revolving Credit Increase Date with respect to any Term Loans, each of the Lenders, as applicable, will make available to the Agent, at the Agent’s Head Office, in immediately available funds, the amount of such Lender’s applicable Commitment Percentage of the amount of the requested Loans which may be disbursed pursuant to §2.12.2. A Lender at its option may, upon reasonable prior notice to Agent, make a LIBOR Rate Loan by causing any U.S. or non-U.S. branch or Affiliate of such Lender to make such Loan and any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement. Upon receipt from each such Lender of such amount, and upon receipt of the documents required by §§10 and §11 and the satisfaction of the other conditions set forth therein, to the extent applicable, the Agent will make available to the Borrower the aggregate amount of such Revolving Credit Term Loans made available to the Agent by the Lenders, as applicable, in like funds as received by the Agent by crediting such amount to the account of the Borrower maintained at the Agent’s Head Office. The failure or refusal of any Lender to make available to the Agent at the aforesaid time and place on any the Drawdown Date or any Increase Date with respect to any Term Loans the amount of its applicable Commitment Percentage of the requested Loans shall not relieve any other Lender from its several obligation hereunder to make available to the Agent the amount of such other Lender’s applicable Commitment Percentage of any requested Loans, including any additional Revolving Credit Term Loans that may be requested subject to the terms and conditions hereof to provide funds to replace those not advanced by the Lender so failing or refusing. In the event of any such failure or refusal, the Lenders not so failing or refusing shall be entitled to a priority secured position as against the Lender or Lenders so failing or refusing to make available to the Borrower the amount of its or their applicable Commitment Percentage for such Loans as provided in §12.5. (b) Unless the Agent shall have been notified by any Lender prior to the applicable Drawdown Date or any Increase Date with respect to any Term Loans that such Lender will not make available to the Agent Agent, such Lender’s applicable Commitment Percentage of a proposed Loan, the Agent may in its discretion assume that such Lender has made such Loan available to the Agent in accordance with the provisions of this Agreement and the Agent may, if it chooses, in reliance upon such assumption make such Loan available to the Borrower, and such Lender shall be liable to the Agent for the amount of such advance. If such Lender does not pay such corresponding amount upon the Agent’s demand therefor, the Agent will promptly notify the Borrower, and the Borrower shall promptly pay such corresponding amount to the Agent. The Agent shall also be entitled to recover from the Lender or the 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 Agent to the Borrower to the date such corresponding amount is recovered by the Agent at a per annum rate equal to (i) from the Borrower at the applicable rate for such Loan or (ii) from a Lender at the Federal Funds Effective Rate plus one percent Rate. (1%)c) Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.

Funds for Loans. (a) Not Subject to §2.5 and other provisions of this Agreement, not later than 1:00 2:00 p.m. (Cleveland time) in the case of any Loan denominated in Dollars, and not later than the Applicable Time specified by the Agent in the case of any Loan denominated in an Alternative Currency, in each case on the proposed Drawdown Borrowing Date of any Revolving Credit Loans, each of the Lenders, applicable Lenders will make available to the Agent, at the Agent’s Head OfficeOffice for the applicable currency, in immediately available fundsSame Day Funds, the amount of such Lender’s Commitment Percentage of the amount of the requested Loans which may be disbursed pursuant to §2.1Loans. Upon receipt from each such applicable Lender of such amount, and upon receipt of the documents required by §§10 and or 11 (whichever is applicable) and the satisfaction of the other conditions set forth therein, to the extent applicable, the Agent will make available to the Borrower the aggregate amount of such Revolving Credit Loans made available to the Agent by the Lenders, as applicable, Lenders either by (i) crediting such amount to the account of the Borrower maintained at on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in either case in accordance with the instructions set forth in the Loan Request (and reasonably acceptable to) the Agent’s Head Office; provided, however, that if, on the Borrowing Date with respect to a Revolving Loan denominated in Dollars there are L/C Borrowings outstanding pursuant to § 2.9(c)(i), then the proceeds of such Revolving Loans, first, shall be applied to the payment in full of any such L/C Borrowings, and, second, shall be available to the Borrower as provided herein. The failure or refusal of any Lender to make available to the Agent at the aforesaid time and place on any Drawdown Borrowing Date the amount of its Commitment Percentage of the requested Loans shall not relieve any other applicable Lender from its several obligation hereunder to make available to the Agent the amount of such other Lender’s Commitment Percentage of any requested Loans, including Loans but in no event shall the Agent (in its capacity as the Agent) have any additional Revolving Credit Loans that may obligation to make any funding or shall any Lender be obligated to fund more than its applicable Commitment Percentage of the requested subject Loan or to the terms and conditions hereof to provide funds to replace those not advanced by the Lender so failing increase its applicable Commitment Percentage on account of such failure or refusingotherwise. (b) Unless The Agent may, unless notified to the Agent shall have been notified contrary by any Lender prior to the applicable Drawdown Date 12:00 noon on a Borrowing Date, assume that such Lender will not make has made available to the Agent on such Borrowing Date the amount of such Lender’s Commitment Percentage of a proposed Loanthe Loans to be made on such Borrowing Date, and the Agent may in its discretion assume that such Lender has made such Loan available to the Agent in accordance with the provisions of this Agreement and the Agent may, if (but it choosesshall not be required to), in reliance upon such assumption assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Loan available to the Agent, then the applicable Lender and the Borrower severally agree to pay to the Agent forthwith on demand such corresponding amount in Same Day Funds with interest 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 Agent, at (A) in the case of a payment to be made by such Lender, the Overnight Rate, plus any administrative, processing or similar fees customarily charged by the Agent in connection with the foregoing, and (B) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate Loans (to the extent the Borrower has not otherwise paid interest on the applicable Lender’s share of the applicable Loan pursuant to §2.4). If the Borrower and such Lender shall be liable pay such interest to the Agent for the same or an overlapping period, the Agent shall promptly remit to the Borrower the amount of such advanceinterest paid by the Borrower for such period. If such Lender does not pay such corresponding amount upon pays its share of the Agent’s demand therefor, applicable Loan to the Agent will promptly notify (with interest and fees as aforesaid), then the Borrower, and amount so paid shall constitute such Lender’s Loan included in such borrowing. Any payment by the Borrower shall promptly pay be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such corresponding amount payment to the Agent. The Agent shall also be entitled to recover from the Lender or the Borrower, as the case may be, interest on such corresponding amount in respect A notice of each day from the date such corresponding amount was made available by the Agent to the Borrower any Lender with respect to the date such corresponding any amount is recovered by the Agent at a per annum rate equal to owing under this subsection shall be conclusive, absent manifest error. (ic) from the Borrower at The obligations of the applicable rate Lenders hereunder to make Loans, to fund participations in Letters of Credit and to make payments pursuant to §15(c) are several and not joint. The failure of any Lender to make any Loan, to fund any such participation or to make any payment under §15(c) on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make such Loan other Lender’s Loan, to purchase its participation or (ii) from a Lender at the Federal Funds Effective Rate plus one percent (1%to make its payment under §15(c). (d) Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.

Funds for Loans. (a) Not later than 1:00 p.m. 11:00 a.m. (Cleveland Boston time) on the proposed Drawdown Date of any Revolving Credit LoansLoan, each of the Lenders, Banks will make available to the Agent, at the Agent’s Head 's Office, in immediately available funds, the amount of such Lender’s Bank's Commitment Percentage of the amount of the requested Loans which may be disbursed pursuant to §Section 2.1. Upon receipt from each such Lender Bank of such amount, and upon receipt of the documents required by §§Section 10 and Section 11 and the satisfaction of the other conditions set forth therein, to the extent applicable, the Agent will make available to the applicable Borrower the aggregate amount of such Revolving Credit Loans made available to the Agent by the Lenders, as applicable, Banks by promptly crediting such amount to the account of the such Borrower maintained at the Agent’s Head 's Office. The failure or refusal of any Lender Bank to make available to the Agent at the aforesaid time and place on any Drawdown Date the amount of its Commitment Percentage of the requested Loans to the extent it is obligated to fund such Loan hereunder shall not relieve any other Lender Bank from its several obligation hereunder to make available to the Agent the amount of such other Lender’s Bank's Commitment Percentage of any requested Loans, including any additional Revolving Credit Loans that may be requested by the Borrower subject to the terms and conditions hereof to provide funds to replace those not advanced by the Lender Bank so failing or refusing, provided that the applicable Borrower may by notice received by the Agent no later than the Drawdown Date refuse to accept any Loan which is not fully funded in accordance with such Borrower's Loan Request subject to the terms of Section 2.6; provided further that no Bank shall be obligated to advance any amount in excess of the limits set forth in Section 2.1. In the event of any such failure or refusal, the Banks not so failing or refusing shall be entitled to a priority position as against the Bank or Banks so failing or refusing for such Loans as provided in Section 14.5. (b) Unless the Agent shall have been notified by any Lender Bank prior to the applicable Drawdown Date that such Lender Bank will not make available to the Agent such Lender’s Commitment Percentage Bank's PRO RATA share of a proposed Loan, the Agent may in its discretion assume that such Lender Bank has made such Loan available to the Agent in accordance with the provisions of this Agreement and the Agent may, if it chooses, in reliance upon such assumption make such Loan available to the applicable Borrower, and such Lender Bank shall be liable to the Agent for the amount of such advance. If such Lender does not pay such corresponding amount upon the Agent’s demand therefor, the Agent will promptly notify the Borrower, and the Borrower shall promptly pay such corresponding amount to the Agent. The Agent shall also be entitled to recover from the Lender or the 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 Agent to the Borrower to the date such corresponding amount is recovered by the Agent at a per annum rate equal to (i) from the Borrower at the applicable rate for such Loan or (ii) from a Lender at the Federal Funds Effective Rate plus one percent (1%).

Funds for Loans. (a) Not later than 1:00 p.m. (Cleveland Boston time) on the proposed Drawdown Date of any Revolving Credit Loans, each of the Lenders, Banks will make available to the Agent, at the Agent’s its Head Office, in immediately available funds, the amount of such Lender’s Bank's Commitment Percentage of the amount of the requested Loans which may be disbursed pursuant to §2.1Loans. Upon receipt from each such Lender Bank of such amount, and upon receipt of the documents required by §§ss.ss.9 and 10 and 11 and the satisfaction of the other conditions set forth therein, to the extent applicable, the Agent will make available to the Borrower Borrowers the aggregate amount of such Revolving Credit Loans made available to the Agent by the Lenders, as applicable, by crediting such amount to the account of the Borrower maintained at the Agent’s Head OfficeBanks. The failure or refusal of any Lender Bank to make available to the Agent at the aforesaid time and place on any Drawdown Date the amount of its Commitment Percentage of the requested Loans shall not relieve any other Lender Bank from its several obligation hereunder to make available to the Agent the amount of such other Lender’s Bank's Commitment Percentage of any requested Loans, including any additional Revolving Credit Loans that may be requested subject to the terms and conditions hereof to provide funds to replace those not advanced by the Lender so failing or refusing. (b) Unless The Agent may, unless notified to the contrary by any Bank prior to a Drawdown Date, assume that such Bank has made available to the Agent on such Drawdown Date the amount of such Bank's Commitment Percentage of the Loans to be made on such Drawdown Date, and the Agent may (but it shall have been notified by any Lender prior not be required to), in reliance upon such assumption, make available to the applicable Drawdown Date that such Lender will not make Borrowers a corresponding amount. If any Bank makes available to the Agent such Lender’s amount on a date after such Drawdown Date, such Bank shall pay to the Agent on demand an amount equal to the product of (i) the average computed for the period referred to in clause (iii) below, of the weighted average interest rate paid by the Agent for federal funds acquired by the Agent during each day included in such period, times (ii) the amount of such Bank's Commitment Percentage of such Loans, times (iii) a proposed Loanfraction, the numerator of which is the number of days that elapse from and including such Drawdown Date to the date on which the amount of such Bank's Commitment Percentage of such Loans shall become immediately available to the Agent, and the denominator of which is 365. A statement of the Agent may in its discretion assume that submitted to such Lender has Bank with respect to any amounts owing under this paragraph shall be prima facie evidence, absent manifest error, of the amount due and owing to the Agent by such Bank. If the amount of such Bank's Commitment Percentage of such Loans is not made such Loan available to the Agent in accordance with the provisions of this Agreement and the Agent may, if it chooses, in reliance upon by such assumption make Bank within three (3) Business Days following such Loan available to the Borrower, and such Lender shall be liable to the Agent for the amount of such advance. If such Lender does not pay such corresponding amount upon the Agent’s demand thereforDrawdown Date, the Agent will promptly notify the Borrower, and the Borrower shall promptly pay such corresponding amount to the Agent. The Agent shall also be entitled to recover such amount from the Lender or Borrowers on demand, with interest thereon at the Borrower, as rate per annum applicable to the case may be, interest Loans made on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Agent to the Borrower to the date such corresponding amount is recovered by the Agent at a per annum rate equal to (i) from the Borrower at the applicable rate for such Loan or (ii) from a Lender at the Federal Funds Effective Rate plus one percent (1%)Drawdown Date.

Funds for Loans. (a) Not Subject to § 2.5 and other provisions of this Agreement, not later than 1:00 p.m. 10:00 a.m. (Cleveland California time) on the proposed Drawdown Borrowing Date of any Revolving Credit Loans, each of the Lenders, Lenders will make available to the Agent, at the Agent’s Head Office, in immediately available funds, the amount of such Lender’s Commitment Percentage of the amount of the requested Loans which may be disbursed pursuant to §2.1Loans. Upon receipt from each such Lender of such amount, and upon receipt of the documents required by §§§ 10 and or 11 (whichever is applicable) and the satisfaction of the other conditions set forth therein, to the extent applicable, the Agent will make available to the Borrower the aggregate amount of such Revolving Credit Loans made available to the Agent by the Lenders, as applicable, by crediting such amount to the account of the Borrower maintained at the Agent’s Head Office. The failure or refusal of any Lender to make available to the Agent at the aforesaid time and place on any Drawdown Borrowing Date the amount of its Commitment Percentage of the requested Loans shall not relieve any other Lender from its several obligation hereunder to make available to the Agent the amount of such other Lender’s Commitment Percentage of any requested Loans, including Loans but shall not obligate any additional Revolving Credit other Lender or Agent to fund more than its Commitment Percentage of the requested Loans that may be requested subject or to the terms and conditions hereof to provide funds to replace those not advanced by the Lender so failing or refusingincrease its Commitment Percentage. (b) Unless Agent may, unless notified to the Agent shall have been notified contrary by any Lender prior to the applicable Drawdown Date a Borrowing Date, assume that such Lender will not make has made available to Agent on such Borrowing Date the Agent amount of such Lender’s Commitment Percentage of a proposed Loanthe Loans to be made on such Borrowing Date, the and Agent may in its discretion assume that such Lender has made such Loan available to the Agent in accordance with the provisions of this Agreement and the Agent may, if (but it choosesshall not be required to), in reliance upon such assumption assumption, make such Loan available to the BorrowerBorrower a corresponding amount. If any Lender makes available to Agent such amount on a date after such Borrowing Date, and such Lender shall be liable pay to Agent on demand an amount equal to the product of (i) the average computed for the period referred to in clause (iii) below, of the weighted average interest rate paid by Agent for federal funds acquired by Agent during each day included in such period, times (ii) the amount of such advance. If Lender’s Commitment Percentage of such Lender does not pay such corresponding amount upon the Agent’s demand thereforLoans, times (iii) a fraction, the Agent will promptly notify numerator of which is the Borrowernumber of days or portion thereof that elapsed from and including such Borrowing Date to the date on which the amount of such Lender’s Commitment Percentage of such Loans shall become immediately available to Agent, and the Borrower denominator of which is 365. A statement of Agent submitted to such Lender with respect to any amounts owing under this paragraph shall promptly pay be prima facie evidence of the amount due and owing to Agent by such corresponding amount to the Agent. The Agent shall also be entitled to recover from the Lender or the 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 Agent to the Borrower to the date such corresponding amount is recovered by the Agent at a per annum rate equal to (i) from the Borrower at the applicable rate for such Loan or (ii) from a Lender at the Federal Funds Effective Rate plus one percent (1%)Lender.

Funds for Loans. (a) Not later than 1:00 p.m. 11:00 a.m. (Cleveland Boston time) on the proposed Drawdown Date of any Revolving Credit LoansLoan, each of the LendersBanks, severally, will make available to the Agent, at the Agent’s Head Officeits head office, in immediately available funds, the amount of such Lender’s Bank's Commitment Percentage of the amount of the requested Loans which may be disbursed pursuant to §2.1Loan. Upon receipt from each such Lender Bank of such amount, and upon receipt of the documents required by §§ss.ss.9 and 10 and 11 and the satisfaction of the other conditions set forth therein, to the extent applicable, the Agent will make available to the Borrower the aggregate amount of such Revolving Credit Loans made Loan available to the Agent by the Lenders, as applicable, by crediting such amount to the account of the Borrower maintained at the Agent’s Head OfficeBorrower. The failure or refusal of any Lender Bank to make available to the Agent at the aforesaid time and place on any Drawdown Date the amount of its Commitment Percentage of the requested Loans shall not relieve any other Lender Bank from its several obligation hereunder to make available to the Agent the amount of such other Lender’s its Commitment Percentage of any requested Loans, including any additional Revolving Credit Loans that may be requested subject to the terms and conditions hereof to provide funds to replace those not advanced by the Lender so failing or refusingLoan. (b) Unless the Agent shall have been notified by any Lender received notice from a Bank prior to the applicable Drawdown Date proposed date of any Borrowing of Eurodollar Rate Loans (or, in the case of any Borrowing of Base Rate Loans, prior to 11:00 am on the date of such Borrowing) that such Lender Bank will not make available to the Agent such Lender’s Commitment Percentage Bank's share of a proposed Loansuch Borrowing, the Agent may in its discretion assume that such Lender Bank has made such Loan share available to on such date and at the Agent time required in accordance with the provisions of this Agreement ss.2.6 (a) and the Agent may, if it chooses, in reliance upon such assumption assumption, make such Loan available to Borrower a corresponding amount. In such event, if a Bank has not in fact made its share of the applicable Borrowing available to Agent, then the applicable Bank and Borrower severally agree to pay to Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon, for each day from and including the date such amount is made available to Borrower to but excluding the date of payment to Agent, at (i) in the case of a payment to be made by such Bank, the greater of the Federal Funds Rate and a rate determined by Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by Agent in connection with the foregoing and (ii) in the case of a payment to be made by Borrower, the interest rate applicable to the Loan made on such date. If Borrower and such Lender Bank shall be liable pay such interest to the Agent for the same or an overlapping period, Agent shall promptly remit to Borrower the amount of such advanceinterest paid by Borrower for such period. If such Lender does Bank pays its share of the applicable Borrowing to Agent, then the amount so paid shall constitute such Bank's Loan included in such Borrowing. Any payment by Borrower shall be without prejudice to any claim Borrower may have against a Bank that shall have failed to make such payment to Agent. (c) The obligations of the Banks hereunder to make Loans and to make payments under ss.14(c) are several and not pay joint. The failure of any Bank to make any Loan or to make any payment under ss.14(c) on any date required hereunder shall not relieve any other Bank of its corresponding obligation to do so on such corresponding amount upon the Agent’s demand therefor, the Agent will promptly notify the Borrowerdate, and no Bank shall be responsible for the Borrower shall promptly pay such corresponding amount failure of any other Bank to the Agent. The Agent shall also be entitled to recover from the Lender or the 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 Agent to the Borrower to the date such corresponding amount is recovered by the Agent at a per annum rate equal to (i) from the Borrower at the applicable rate for such so make its Loan or (ii) from a Lender at the Federal Funds Effective Rate plus one percent (1%to make its payment under ss.14(c). (d) Nothing herein shall be deemed to obligate any Bank to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Bank that it has obtained or will obtain the funds for any Loan in any particular place or manner.