Common use of Funds Transfer Services Clause in Contracts

Funds Transfer Services. (a) Each Borrower acknowledges that the Administrative Agent has made available to the Borrowers Wire Transfer Procedures a copy of which is attached to this Agreement as EXHIBIT C and which include a description of security procedures regarding funds transfers executed by the Administrative Agent or an Affiliate bank at the request of the Borrowers (the "Security Procedures"). The Borrowers and the Administrative Agent agree that the Security Procedures are commercially reasonable. Each Borrower further acknowledges that the full scope of the Security Procedures which the Administrative Agent or such Affiliate bank offers and strongly recommends for funds transfers is available only if the Borrowers communicate directly with the Administrative Agent or such Affiliate bank as applicable in accordance with said procedures. If a Borrower attempts to communicate by any other method or otherwise not in accordance with the Security Procedures, the Administrative Agent or such Affiliate bank, as applicable, shall not be required to execute such instructions, but if the Administrative Agent or such Affiliate bank, as applicable, does so, the Borrowers will be deemed to have refused the Security Procedures that the Administrative Agent or such Affiliate bank as applicable offers and strongly recommends, and the Borrowers will be bound by any funds transfer, whether or not authorized, which is issued in any Borrower's name and accepted by the Administrative Agent or such Affiliate bank, as applicable, in good faith. The Administrative Agent or such Affiliate bank, as applicable, may modify Wire Transfer Procedures including, without limitation, the Security Procedures at such time or times and in such manner as the Administrative Agent or such Affiliate bank, as applicable, in its sole discretion, deems appropriate to meet prevailing standards of good banking practice. By continuing to use the Administrative Agent's or such Affiliate bank's, as applicable, wire transfer services after receipt of any modification of the Wire Transfer procedures including, without limitation, the Security Procedures, each Borrower agrees that the Security Procedures, as modified, are likewise commercially reasonable. Each Borrower further agrees to establish and maintain procedures to safeguard the Security Procedures and any information related thereto. Neither the Administrative Agent nor any Affiliate of the Administrative Agent is responsible for detecting any error in payment order sent by any Borrower to the Administrative Agent or any of the Lenders. (b) The Administrative Agent or such Affiliate bank, as applicable, will generally use the Fedwire funds transfer system for domestic funds transfers, and the funds transfer system operated by the Society for Worldwide International Financial Telecommunication (SWIFT) for international funds transfers. International funds transfers may also be initiated through the Clearing House InterBank Payment System (CHIPs) or international cable. However, the Administrative Agent or such Affiliate bank, as applicable, may use any means and routes that the Administrative Agent or such Affiliate bank, as applicable, in its sole discretion, may consider suitable for the transmission of funds. Each payment order, or cancellation thereof, carried out through a funds transfer system or a clearinghouse will be governed by all applicable funds transfer system rules and clearing house rules and clearing arrangements, whether or not the Administrative Agent or such Affiliate bank, as applicable, is a member of the system, clearinghouse or arrangement and each Borrower acknowledges that the Administrative Agent's or such Affiliate bank's, as applicable, right to reverse, adjust, stop payment or delay posting of an executed payment order is subject to the laws, regulations, rules, circulars and arrangements described herein.

Funds Transfer Services. (a) Each The Borrower acknowledges that the Administrative Agent Lender has made available to the Borrowers Wire Transfer Procedures a copy of which is attached to this Agreement it as EXHIBIT C and which include ANNEX B hereto a description of security procedures regarding funds transfers executed by the Administrative Agent Lender or an Affiliate affiliate bank at the request of the Borrowers Borrower (the "Security Procedures"SECURITY PROCEDURES). The Borrowers Borrower and the Administrative Agent lender agree that the Security Procedures are commercially reasonable. Each The Borrower further acknowledges that the full scope of the Security Procedures which the Administrative Agent Lender or such Affiliate affiliate bank offers and strongly recommends for funds transfers is available only if the Borrowers communicate Borrower communicates directly with the Administrative Agent Lender or such Affiliate affiliate bank as applicable in accordance with said procedures. If a the Borrower attempts to communicate by any other method or otherwise not in accordance with the Security Procedures, the Administrative Agent Lender or such Affiliate affiliate bank, as applicable, shall not be required to execute such instructions, but if the Administrative Agent Lender or such Affiliate affiliate bank, as applicable, does so, the Borrowers Borrower will be deemed to have refused the Security Procedures that the Administrative Agent Lender or such Affiliate affiliate bank as applicable offers and strongly recommends, and the Borrowers Borrower will be bound by any funds transfer, whether or not authorized, which is issued in any the Borrower's name and accepted by the Administrative Agent Lender or such Affiliate affiliate bank, as applicable, in good faith. The Administrative Agent Lender or such Affiliate affiliate bank, as applicable, may modify Wire Transfer Procedures including, without limitation, the Security Procedures at such time or times and in such manner as the Administrative Agent Lender or such Affiliate affiliate bank, as applicable, in its sole discretion, deems appropriate to meet prevailing standards of good banking practice. By continuing to use the Administrative AgentLender's or such Affiliate affiliate bank's, as applicable, wire transfer services after receipt of any modification of the Wire Transfer procedures including, without limitation, the Security Procedures, each the Borrower agrees that the Security Procedures, as modified, are likewise commercially reasonable. Each The Borrower further agrees to establish and maintain procedures to safeguard the Security Procedures and any information related thereto. Neither the Administrative Agent nor any Affiliate of the Administrative Agent is responsible for detecting any error in payment order sent by any Borrower to the Administrative Agent or any of the Lenders. (b) The Administrative Agent Lender or such Affiliate affiliate bank, as applicable, will generally use the Fedwire funds transfer system for domestic funds transfers, and the funds transfer system operated by the Society for Worldwide International Financial Telecommunication (SWIFT) for international funds transfers. International funds transfers may also be initiated through the Clearing House InterBank Payment System (CHIPs) or international cable. However, the Administrative Agent Lender or such Affiliate affiliate bank, as applicable, may use any means and routes that the Administrative Agent Lender or such Affiliate affiliate bank, as applicable, in its sole discretion, may consider suitable for the transmission of funds. Each payment order, or cancellation thereof, carried out through a funds transfer system or a clearinghouse will be governed by all applicable funds transfer system rules and clearing house rules and clearing arrangements, whether or not the Administrative Agent Lender or such Affiliate affiliate bank, as applicable, is a member of the system, clearinghouse or arrangement and each the Borrower acknowledges that the Administrative AgentLender's or of such Affiliate affiliate bank's, as applicable, right to reverse, adjust, stop payment or delay posting of an executed payment order is subject to the laws, regulations, rules, circulars and arrangements described herein.

Funds Transfer Services. (a) Each Borrower acknowledges that the Administrative Agent Lender has made available to the Borrowers Wire Transfer Procedures a copy of which is attached to this Agreement as EXHIBIT C B and which include a description of security procedures regarding funds transfers executed by the Administrative Agent Lender or an Affiliate bank at the request of the Borrowers (the "Security Procedures"). The Borrowers and the Administrative Agent Lender agree that the Security Procedures are commercially reasonable. Each Borrower further acknowledges that the full scope of the Security Procedures which the Administrative Agent Lender or such Affiliate bank offers and strongly recommends for funds transfers is available only if the Borrowers communicate directly with the Administrative Agent Lender or such Affiliate bank as applicable in accordance with said procedures. If a Borrower attempts to communicate by any other method or otherwise not in accordance with the Security Procedures, the Administrative Agent Lender or such Affiliate bank, as applicable, shall not be required to execute such instructions, but if the Administrative Agent Lender or such Affiliate bank, as applicable, does so, the Borrowers will be deemed to have refused the Security Procedures that the Administrative Agent Lender or such Affiliate bank as applicable offers and strongly recommends, and the Borrowers will be bound by any funds transfer, whether or not authorized, which is issued in any Borrower's name and accepted by the Administrative Agent Lender or such Affiliate bank, as applicable, in good faith. The Administrative Agent Lender or such Affiliate bank, as applicable, may modify Wire Transfer Procedures including, without limitation, the Security Procedures at such time or times and in such manner as the Administrative Agent Lender or such Affiliate bank, as applicable, in its sole discretion, deems appropriate to meet prevailing standards of good banking practice. By continuing to use the Administrative AgentLender's or such Affiliate bank's, as applicable, wire transfer services after receipt of any modification of the Wire Transfer procedures Procedures including, without limitation, the Security Procedures, each Borrower agrees that the Security Procedures, as modified, are likewise commercially reasonable. Each Borrower further agrees to establish and maintain procedures to safeguard the Security Procedures and any information related thereto. Neither the Administrative Agent Lender nor any Affiliate of the Administrative Agent Lender is responsible for detecting any error in payment order sent by any Borrower to the Administrative Agent Lender or any of the Lenders. (b) The Administrative Agent Lender or such Affiliate bank, as applicable, will generally use the Fedwire funds transfer system for domestic funds transfers, and the funds transfer system operated by the Society for Worldwide International Financial Telecommunication (SWIFT) for international funds transfers. International funds transfers may also be initiated through the Clearing House InterBank Payment System (CHIPs) or international cable. However, the Administrative Agent Lender or such Affiliate bank, as applicable, may use any means and routes that the Administrative Agent Lender or such Affiliate bank, as applicable, in its sole discretion, may consider suitable for the transmission of funds. Each payment order, or cancellation thereof, carried out through a funds transfer system or a clearinghouse will be governed by all applicable funds transfer system rules and clearing house rules and clearing arrangements, whether or not the Administrative Agent Lender or such Affiliate bank, as applicable, is a member of the system, clearinghouse or arrangement and each Borrower acknowledges that the Administrative AgentLender's or such Affiliate bank's, as applicable, right to reverse, adjust, stop payment or delay posting of an executed payment order is subject to the laws, regulations, rules, circulars and arrangements described herein.

Funds Transfer Services. (a) Each Borrower acknowledges The Borrower, Fostxx Xxxxx xxx Fantasma have requested that the Administrative Agent and its Affiliates make available to the Borrower, Fostxx Xxxxx xxx Fantasma electronic funds transfer services and related security measures in connection with the Obligations. Each of the Borrower Fostxx Xxxxx xxx Fantasma acknowledge that the Agent has made available to the Borrowers Borrower, Fostxx Xxxxx xxx Fantasma its Wire Transfer Procedures Procedures, a copy of which is attached to this Agreement as EXHIBIT C "B" and which include a description of security procedures regarding funds transfers executed by the Administrative Agent or an Affiliate bank at the request of the Borrowers Borrower, Fostxx Xxxxx xxx Fantasma (the "Security Procedures"). The Borrowers Borrower, Fostxx Xxxxx xxx Fantasma and the Administrative Agent agree that the Security Procedures are commercially reasonable. Each Borrower Borrower, Fostxx Xxxxx xxx Fantasma further acknowledges that the full scope of the Security Procedures which the Administrative Agent or such Affiliate bank offers and strongly recommends for funds transfers is available only if the Borrowers Borrower, Fostxx Xxxxx xxx Fantasma communicate directly with the Administrative Agent or such Affiliate bank as applicable in accordance with said procedures. If a Borrower the Borrower, Fostxx Xxxxx xx Fantasma attempts to communicate by any other method or otherwise not in accordance with the Security Procedures, the Administrative Agent or such Affiliate bank, as applicable, shall not be required to execute such instructions, but if the Administrative Agent or such Affiliate bank, as applicable, does so, the Borrowers Borrower, Fostxx Xxxxx xxx Fantasma will be deemed to have refused the Security Procedures that the Administrative Agent or such Affiliate bank as applicable offers and strongly recommends, and the Borrowers Borrower, Fostxx Xxxxx xxx Fantasma will be bound by any funds transfer, whether or not authorized, which is issued in any Borrower's, Fostxx Xxxxx'x xx Fantasma's name and accepted by the Administrative Agent or such Affiliate bank, as applicable, in good faith. The Administrative Agent or such Affiliate bank, as applicable, may modify Wire Transfer Procedures including, without limitation, the Security Procedures at such time or times and in such manner as the Administrative Agent or such Affiliate bank, as applicable, in its sole discretion, deems appropriate to meet prevailing standards of good banking practice. By continuing to use the Administrative Agent's or such Affiliate bank's, as applicable, wire transfer services after receipt of any modification of the Wire Transfer procedures including, without limitation, the Security Procedures, each Borrower of the Borrower, Fostxx Xxxxx xxx Fantasma agrees that the Security Procedures, as modified, are likewise commercially reasonable. Each Borrower of the Borrower, Fostxx Xxxxx xxx Fantasma further agrees to establish and maintain procedures to safeguard the Security Procedures and any information related thereto. Neither the Administrative Agent nor any Affiliate of the Administrative Agent is responsible for detecting any error in payment order sent by any Borrower of the Borrower, Fostxx Xxxxx xxx Fantasma to the Administrative Agent or any of the Lenders. (b) The Administrative Agent or such Affiliate bank, as applicable, will generally use the Fedwire funds transfer system for domestic funds transfers, and the funds transfer system operated by the Society for Worldwide International Financial Telecommunication (SWIFT) for international funds transfers. International funds transfers may also be initiated through the Clearing House InterBank Payment System (CHIPs) or international cable. However, the Administrative Agent or such Affiliate bank, as applicable, may use any means and routes that the Administrative Agent or such Affiliate bank, as applicable, in its sole discretion, may consider suitable for the transmission of funds. Each payment order, or cancellation thereof, carried out through a funds transfer system or a clearinghouse will be governed by all applicable funds transfer system rules and clearing house rules and clearing arrangements, whether or not the Administrative Agent or such Affiliate bank, as applicable, is a member of the system, clearinghouse or arrangement and each Borrower of the Borrower, Fostxx Xxxxx xxx Fantasma acknowledges that the Administrative Agent's or such Affiliate bank's, as applicable, right to reverse, adjust, stop payment or delay posting of an executed payment order is subject to the laws, regulations, rules, circulars and arrangements described herein.

Funds Transfer Services. (a) Each Borrower acknowledges The Borrowers have requested that the Administrative Agent has made Lender and its Affiliates make available to the Borrowers electronic funds transfer services and related security measures in connection with the Obligations. A copy of the Lender's current Wire Transfer Procedures a copy of which Procedures, including the Security Procedures, is attached to this Agreement as EXHIBIT C B. The Borrowers acknowledge and which include a description of security procedures regarding agree that all electronic funds transfers executed made by the Administrative Agent Lender or an any Affiliate bank at the request of the Lender to, or for the account of, the Borrowers (shall be governed by, and subject to, the "Wire Transfer Procedures and the Security Procedures")Procedures in effect from time to time. The Borrowers and the Administrative Agent Lender agree that the current Wire Transfer Procedures and the Security Procedures are commercially reasonable. Each Borrower The Borrowers further acknowledges acknowledge and agree, however, that the full scope of the Security Procedures which the Administrative Agent or such Affiliate bank offers Lender and its Affiliates offer and strongly recommends recommend for electronic funds transfers is available only if the Borrowers communicate directly with the Administrative Agent Lender or such Affiliate bank its Affiliate, as applicable applicable, in accordance with said proceduresand as required by the Wire Transfer Procedures and the Security Procedures. If a Borrower attempts the Borrowers attempt to communicate with the Lender or any Affiliate of the Lender by any other method or otherwise does not communicate with the Lender and/or its Affiliate, as appropriate, in accordance with the Wire Transfer Procedures and the Security Procedures, the Administrative Agent or such Affiliate bankLender and/or its Affiliate, as applicable, shall not be required to execute such instructionsthe instructions of the Borrowers, but if the Administrative Agent Lender or such Affiliate bankAffiliate, as applicable, does so, the Borrowers will be deemed to have refused and waived the Security Procedures that the Administrative Agent Lender or such Affiliate bank its Affiliate, as applicable applicable, offers and strongly recommends, and the Borrowers will be bound by any funds transfer, whether or not authorized, which is issued in any Borrower's name and accepted by the Administrative Agent Lender or such Affiliate bankany Affiliate, as applicable, in good faith. The Administrative Agent Lender or such Affiliate bankits Affiliate, as applicable, may modify the Wire Transfer Procedures includingncluding, without limitation, the Security Procedures at such time or times and in such manner as the Administrative Agent or such Lender and/or any Affiliate bankof the Lender, as applicable, in its or their sole and absolute discretion, deems appropriate to meet then prevailing standards of good banking practice. The Lender shall notify the Borrowers of any material change or modification to the Wire Transfer Procedures and/or the Security Procedures. By continuing to use the Administrative Agent's or such Affiliate bank's, as applicable, wire transfer services after receipt of the Lender and/or any Affiliate of the Lender following notice to the Borrowers of any such change or modification of to the Wire Transfer procedures including, without limitation, Procedures and/or the Security Procedures, each Borrower agrees that the Borrowers shall be deemed automatically to have agreed to the Wire Transfer Procedures and the Security Procedures, as changed and/or modified and to have further agreed that the Wire Transfer Procedures and the Security Procedures, as changed and/or modified, are likewise commercially reasonable. Each Borrower The Borrowers further agrees agree to establish and maintain procedures to safeguard the Security Procedures and any information related thereto. Neither the Administrative Agent nor Lender or any Affiliate of the Administrative Agent Lender is responsible for detecting any error in any payment order sent by any Borrower to the Administrative Agent Lender or any Affiliate of the LendersLender. (b) The Administrative Agent or such Affiliate bankLender and its Affiliates, as applicable, will generally use the Fedwire funds transfer system for domestic funds transfers, and the funds transfer system operated by the Society for Worldwide International Financial Telecommunication (SWIFT) for international funds transfers. International funds transfers may also be initiated through the Clearing House InterBank Payment System (CHIPs) or international cable. However, the Administrative Agent or such Affiliate bankLender -43- and/or its Affiliates, as applicable, may use any means and routes that the Administrative Agent Lender or any such Affiliate bankAffiliate, as applicable, in its sole discretion, may consider suitable for the transmission of funds. Each payment order, or cancellation thereof, carried out through a funds transfer system or a clearinghouse will be governed by all applicable funds transfer system rules and clearing house clearinghouse rules and clearing arrangements, whether or not the Administrative Agent Lender or such Affiliate bankany Affiliate, as applicable, is a member of the system, clearinghouse or arrangement and each Borrower acknowledges the Borrowers acknowledge that the Administrative Agent's right of the Lender or such Affiliate bank'sany Affiliate, as applicable, right to reverse, adjust, stop payment or delay posting of an executed payment order is subject to the lawsLaws, regulations, rules, circulars and arrangements described herein.

Funds Transfer Services. (a) Each Borrower acknowledges Borrowers acknowledge that the Administrative Agent Bank has made available to the Borrowers Wire Transfer Procedures a copy of which is attached to this Agreement as EXHIBIT C and which include a description of security procedures regarding funds transfers executed by the Administrative Agent Bank or an Affiliate bank at the a Borrower's request of the Borrowers (the "Security ProceduresSECURITY PROCEDURES"). The Borrowers and the Administrative Agent agree with Bank that the Security Procedures are commercially reasonable. Each Borrower Borrowers further acknowledges acknowledge that the full scope of the Security Procedures which the Administrative Agent Bank or such Affiliate bank offers and strongly recommends for funds transfers is available only if the Borrowers communicate a Borrower communicates directly with the Administrative Agent Bank or such Affiliate bank as applicable in accordance with said procedures. If a Borrower attempts to communicate by any other method or otherwise not in accordance with the Security Procedures, the Administrative Agent Bank or such Affiliate bank, as applicable, shall not be required to execute such instructions, but if the Administrative Agent Bank or such Affiliate bank, as applicable, does so, the Borrowers will be deemed to have refused the Security Procedures that the Administrative Agent Bank or such Affiliate bank bank, as applicable applicable, offers and strongly recommends, and the Borrowers will be bound by any funds transfer, whether or not authorized, which is issued in any a Borrower's name and accepted by the Administrative Agent Bank or such Affiliate bank, as applicable, in good faith. The Administrative Agent Bank or such Affiliate bank, as applicable, may modify Wire Transfer Procedures including, without limitation, the Security Procedures at such time or times and in such manner as the Administrative Agent Bank or such Affiliate bank, as applicable, in its Bank's sole discretion, deems appropriate to meet prevailing standards of good banking practice. By continuing to use the Administrative AgentBank's or such Affiliate bank's, as applicable, wire transfer services after receipt of any modification of the Wire Transfer procedures including, without limitation, the Security Procedures, each Borrower agrees Borrowers agree that the Security Procedures, as modified, are likewise commercially reasonable. Each Borrower Borrowers further agrees agree to establish and maintain procedures to safeguard the Security Procedures and any information related thereto. Neither the Administrative Agent nor any Affiliate of the Administrative Agent is responsible for detecting any error in payment order sent by any Borrower to the Administrative Agent or any of the Lenders. (b) The Administrative Agent Bank or such Affiliate bank, as applicable, will generally use the Fedwire funds transfer system for domestic funds transfers, and the funds transfer system operated by the Society for Worldwide International Financial Telecommunication (SWIFT) for international funds transfers. International funds transfers may also be initiated through the Clearing House InterBank Payment System (CHIPs) or international cable. However, the Administrative Agent Bank or such Affiliate bank, as applicable, may use any means and routes that the Administrative Agent Bank or such Affiliate bank, as applicable, applicable in its Bank's sole discretion, may consider suitable for the transmission of funds. Each payment order, or cancellation thereof, carried out through a funds transfer system or a clearinghouse clearing house will be governed by all applicable funds transfer system rules and clearing house rules and clearing arrangements, arrangements whether or not the Administrative Agent Bank or such Affiliate bank, as applicable, is a member of the system, clearinghouse clearing house or arrangement and each Borrower acknowledges Borrowers acknowledge that the Administrative AgentBank's or such Affiliate bank's, as applicable, right to reverse, adjust, stop payment or delay posting of an executed payment order is subject to the laws, regulations, rules, circulars and arrangements described herein.

Funds Transfer Services. (a) Each Borrower acknowledges The Borrowers have requested that the Administrative Agent has made Lender and its Affiliates make available to the Borrowers electronic funds transfer services and related security measures in connection with the Obligations. A copy of the Lender's current Wire Transfer Procedures a copy of which Procedures, including the Security Procedures, is attached to this Agreement as EXHIBIT C C. Each Borrower --------- acknowledges and which include a description of security procedures regarding agrees that all electronic funds transfers executed made by the Administrative Agent Lender or an any Affiliate bank at the request of the Borrowers (Lender to, or for the "account of, any Borrower shall be governed by, and subject to, the Wire Transfer Procedures and the Security Procedures")Procedures in effect from time to time. The Borrowers and the Administrative Agent Lender agree that the current Wire Transfer Procedures and the Security Procedures are commercially reasonable. Each Borrower further acknowledges and agrees, however, that the full scope of the Security Procedures which the Administrative Agent or such Affiliate bank offers Lender and its Affiliates offer and strongly recommends recommend for electronic funds transfers is available only if the Borrowers communicate Company communicates directly with the Administrative Agent Lender or such Affiliate bank its Affiliate, as applicable applicable, in accordance with said proceduresand as required by the Wire Transfer Procedures and the Security Procedures. If a the Company or any Borrower attempts to communicate with the Lender or any Affiliate of the Lender by any other method or otherwise does not communicate with the Lender and/or its Affiliate, as appropriate, in accordance with the Wire Transfer Procedures and the Security Procedures, the Administrative Agent or such Affiliate bankLender and/or its Affiliate, as applicable, shall not be required to execute the instructions of the Company or any such instructionsBorrower, but if the Administrative Agent Lender or such Affiliate bankAffiliate, as applicable, does so, the Borrowers will be deemed to have refused and waived the Security Procedures that the Administrative Agent Lender or such Affiliate bank its Affiliate, as applicable applicable, offers and strongly recommends, and the Borrowers will be bound by any funds transfer, whether or not authorized, which is issued in any Borrower's name and accepted by the Administrative Agent Lender or such Affiliate bankany Affiliate, as applicable, in good faith. The Administrative Agent Lender or such Affiliate bankits Affiliate, as applicable, may modify the Wire Transfer Procedures including, without limitation, the Security Procedures at such time or times and in such manner as the Administrative Agent or such Lender and/or any Affiliate bankof the Lender, as applicable, in its or their sole and absolute discretion, deems appropriate to meet then prevailing standards of good banking practice. The Lender shall notify the Company of any material change or modification to the Wire Transfer Procedures and/or the Security Procedures. By continuing to use the Administrative Agent's or such Affiliate bank's, as applicable, wire transfer services after receipt of the Lender and/or any Affiliate of the Lender following notice to the Company of any such change or modification of to the Wire Transfer procedures including, without limitation, Procedures and/or the Security Procedures, each Borrower agrees that the Borrowers shall be deemed automatically to have agreed to the Wire Transfer Procedures and the Security Procedures, as changed and/or modified and to have further agreed that the Wire Transfer Procedures and the Security Procedures, as changed and/or modified, are likewise commercially reasonable. Each Borrower The Borrowers further agrees agree to establish and maintain procedures to safeguard the Security Procedures and any information related thereto. Neither the Administrative Agent Lender nor any Affiliate of the Administrative Agent Lender is responsible for detecting any error in any payment order sent by any Borrower the Company to the Administrative Agent Lender or any Affiliate of the LendersLender. (b) The Administrative Agent or such Affiliate bankLend and its Affiliates, as applicable, will generally use the Fedwire funds transfer system for domestic funds transfers, and the funds transfer system operated by the Society for Worldwide International Financial Telecommunication (SWIFT) for international funds transfers. International funds transfers may also be initiated through the Clearing House InterBank Payment System (CHIPs) or international cable. However, the Administrative Agent or such Affiliate bankLender and/or its Affiliates, as applicable, may use any means and routes that the Administrative Agent Lender or any such Affiliate bankAffiliate, as applicable, in its sole discretion, may consider suitable for the transmission of funds. Each payment order, or cancellation thereof, carried out through a funds transfer system or a clearinghouse will be governed by all applicable funds transfer system rules and clearing house rules and clearing arrangements, whether or not the Administrative Agent Lender or such Affiliate bankany Affiliate, as applicable, is a member of the system, clearinghouse or arrangement and each the Borrower acknowledges that the Administrative Agent's right of the Lender or such Affiliate bank'sany Affiliate, as applicable, right to reverse, adjust, stop payment or delay posting of an executed payment order is subject to the lawsLaws, regulations, rules, circulars and arrangements described herein.

Funds Transfer Services. (a) Each Borrower acknowledges that the Administrative Agent has Lender and its affiliates have made available to the Borrowers it Wire Transfer Procedures a copy of which is attached to this Agreement hereto as EXHIBIT C and Exhibit K which include a description of security procedures regarding funds transfers executed by the Administrative Agent Lender or an Affiliate affiliate bank at the request of the Borrowers Borrower (the "Security Procedures"). The Borrowers Borrower and the Administrative Agent Lender agree that the ------------------- Security Procedures are commercially reasonable. Each Borrower further acknowledges that the full scope of the Security Procedures which the Administrative Agent Lender or such Affiliate affiliate bank offers and strongly recommends for funds transfers is available only if the Borrowers communicate Borrower communicates directly with the Administrative Agent Lender or such Affiliate affiliate bank as applicable in accordance with 100 said procedures. If a Borrower attempts to communicate by any other method or otherwise not in accordance with the Security Procedures, the Administrative Agent Lender or such Affiliate affiliate bank, as applicable, shall not be required to execute such instructions, but if the Administrative Agent Lender or such Affiliate affiliate bank, as applicable, does so, the Borrowers Borrower will be deemed to have refused the Security Procedures that the Administrative Agent Lender or such Affiliate bank affiliate bank, as applicable applicable, offers and strongly recommends, and the Borrowers Borrower will be bound by any funds transfer, whether or not authorized, which is issued in any Borrower's name and accepted by the Administrative Agent Lender or such Affiliate affiliate bank, as applicable, in good faith. The Administrative Agent Lender or such Affiliate affiliate bank, as applicable, may modify the Wire Transfer Procedures including, without limitation, the Security Procedures at such time or times and in such manner as the Administrative Agent Lender or such Affiliate affiliate bank, as applicable, in its sole discretion, deems appropriate to meet prevailing standards of good banking practice. By continuing to use the Administrative AgentLender's or such Affiliate affiliate bank's, 's as applicable, wire transfer services after receipt of any modification of the Wire Transfer procedures Procedures including, without limitation, the Security Procedures, each Borrower agrees that the Wire Transfer Procedures including, without limitation, the Security Procedures, as modified, are likewise commercially reasonable. Each Borrower further agrees to establish and maintain procedures to safeguard the Security Procedures and any information related thereto. Neither the Administrative Agent Lender nor any Affiliate of the Administrative Agent affiliate bank is responsible for detecting any error in any payment order sent by any Borrower to the Administrative Agent or any of the LendersLender. (b) The Administrative Agent Lender or such Affiliate affiliate bank, as applicable, will generally use the Fedwire funds transfer system for domestic funds transfers, and the funds transfer system operated by the Society for Worldwide International Financial Telecommunication (SWIFT) for international funds transfers. International funds transfers may also be initiated through the Clearing House InterBank Payment System (CHIPs) or international cable. However, the Administrative Agent Lender or such Affiliate affiliate bank, as applicable, may use any means and routes that the Administrative Agent Lender or such Affiliate affiliate bank, as applicable, in its sole discretion, may consider suitable for the transmission of funds. Each payment order, or cancellation thereof, carried out through a funds transfer system or a clearinghouse will be governed by all applicable funds transfer system rules and clearing house rules and clearing arrangements, whether or not the Administrative Agent Lender or such Affiliate affiliate bank, as applicable, is a member of the system, clearinghouse or arrangement and each Borrower acknowledges that the Administrative AgentLender's or such Affiliate affiliate bank's, as applicable, right to reverse, adjust, stop payment or delay posting of an executed payment order is subject to the laws, regulations, rules, circulars and arrangements described herein.

Funds Transfer Services. (a) Each The Borrower acknowledges that the Administrative Agent has made available to the Borrowers Wire Transfer Procedures a copy of which is attached to this Agreement it as EXHIBIT C and which include Annex B hereto a description of security procedures regarding funds transfers executed by the Administrative Agent Bank of America or an Affiliate Affiliated bank at the request of the Borrowers Borrower (the "Security Procedures"). The Borrowers Borrower and the Administrative Agent agree that the Security Procedures are commercially reasonable. Each The Borrower further acknowledges that the full scope of the Security Procedures which the Administrative Agent or such Affiliate bank offers Bank of America and its Affiliated banks offer and strongly recommends recommend for funds transfers is available only if the Borrowers communicate Borrower communicates directly with the Administrative Agent Bank of America or such Affiliate Affiliated bank as applicable in accordance with said procedures. If a the Borrower attempts to communicate by any other method or otherwise not in accordance with the Security Procedures, the Administrative Agent Bank of America or such Affiliate Affiliated bank, as applicable, shall not be required to execute such instructions, but if the Administrative Agent Bank of America or such Affiliate Affiliated bank, as applicable, does so, the Borrowers Borrower will be deemed to have refused the Security Procedures that the Administrative Agent or such Affiliate bank as applicable offers Bank of America and its Affiliated banks offer and strongly recommendsrecommend, and the Borrowers Borrower will be bound by any funds transfer, whether or not authorized, which is issued in any Borrower's the name of the Borrower and accepted by the Administrative Agent Bank of America or such Affiliate Affiliated bank, as applicable, in good faith. The Administrative Agent Bank of America or such Affiliate any Affiliated bank, as applicable, may modify Wire Transfer Procedures including, without limitation, the Security Procedures at such time or times and in such manner as the Administrative Agent Bank of America or such Affiliate Affiliated bank, as applicable, in its sole discretion, deems appropriate to meet prevailing standards of good banking practice. By continuing to use the Administrative Agent's Bank of America’s or such Affiliate Affiliated bank's’s, as applicable, wire transfer services after receipt of any modification of the Wire Transfer procedures including, without limitation, the Security Procedures, each the Borrower agrees that the Security Procedures, as modified, are likewise commercially reasonable. Each The Borrower further agrees to establish and maintain procedures to safeguard the Security Procedures and any information related thereto. Neither the Administrative Agent nor any Affiliate of the Administrative Agent is responsible for detecting any error in payment order sent by any Borrower to the Administrative Agent or any of the Lenders. (b) The Administrative Agent or such Affiliate bank, as applicable, Bank of America and its Affiliated banks will generally use the Fedwire funds transfer system for domestic funds transfers, and the funds transfer system operated by the Society for Worldwide International Financial Telecommunication (SWIFT) for international funds transfers. International funds transfers may also be initiated through the Clearing House InterBank Payment System (CHIPs) or international cable. However, the Administrative Agent Bank of America or such Affiliate bank, as applicable, any of its Affiliated banks may use any means and routes that the Administrative Agent Bank of America or such Affiliate Affiliated bank, as applicable, in its sole discretion, may consider suitable for the transmission of funds. Each payment order, or cancellation thereof, carried out through a funds transfer system or a clearinghouse will be governed by all applicable funds transfer system rules and clearing house rules and clearing arrangements, whether or not the Administrative Agent Bank of America or such Affiliate Affiliated bank, as applicable, is a member of the system, clearinghouse or arrangement and each the Borrower acknowledges that the Administrative Agent's Bank of America’s or such Affiliate Affiliated bank's’s, as applicable, right to reverse, adjust, stop payment or delay posting of an executed payment order is subject to the laws, regulations, rules, circulars and arrangements described herein.

Funds Transfer Services. (a) Each The Borrower acknowledges that the Administrative Agent Lender has made available to the Borrowers Wire Transfer Procedures a copy of which is attached to this Agreement it as EXHIBIT C and which include ANNEX B hereto a description of security procedures regarding funds transfers executed by the Administrative Agent Lender or an Affiliate affiliate bank at the request of the Borrowers Borrower (the "Security Procedures"). The Borrowers Borrower and the Administrative Agent lender agree that the Security Procedures are commercially reasonable. Each The Borrower further acknowledges that the full scope of the Security Procedures which the Administrative Agent Lender or such Affiliate affiliate bank offers and strongly recommends for funds transfers is available only if the Borrowers communicate Borrower communicates directly with the Administrative Agent Lender or such Affiliate affiliate bank as applicable in accordance with said procedures. If a the Borrower attempts to communicate by any other method or otherwise not in accordance with the Security Procedures, the Administrative Agent Lender or such Affiliate affiliate bank, as applicable, shall not be required to execute such instructions, but if the Administrative Agent Lender or such Affiliate affiliate bank, as applicable, does so, the Borrowers Borrower will be deemed to have refused the Security Procedures that the Administrative Agent Lender or such Affiliate affiliate bank as applicable offers and strongly recommends, and the Borrowers Borrower will be bound by any funds transfer, whether or not authorized, which is issued in any the Borrower's name and accepted by the Administrative Agent Lender or such Affiliate affiliate bank, as applicable, in good faith. The Administrative Agent Lender or such Affiliate affiliate bank, as applicable, may modify Wire Transfer Procedures including, without limitation, the Security Procedures at such time or times and in such manner as the Administrative Agent Lender or such Affiliate affiliate bank, as applicable, in its sole discretion, deems appropriate to meet prevailing standards of good banking practice. By continuing to use the Administrative AgentLender's or such Affiliate affiliate bank's, as applicable, wire transfer services after receipt of any modification of the Wire Transfer procedures including, without limitation, the Security Procedures, each the Borrower agrees that the Security Procedures, as modified, are likewise commercially reasonable. Each The Borrower further agrees to establish and maintain procedures to safeguard the Security Procedures and any information related thereto. Neither the Administrative Agent nor any Affiliate of the Administrative Agent is responsible for detecting any error in payment order sent by any Borrower to the Administrative Agent or any of the Lenders. (b) The Administrative Agent Lender or such Affiliate affiliate bank, as applicable, will generally use the Fedwire funds transfer system for domestic funds transfers, and the funds transfer system operated by the Society for Worldwide International Financial Telecommunication (SWIFT) for international funds transfers. International funds transfers may also be initiated through the Clearing House InterBank Payment System (CHIPs) or international cable. However, the Administrative Agent Lender or such Affiliate affiliate bank, as applicable, may use any means and routes that the Administrative Agent Lender or such Affiliate affiliate bank, as applicable, in its sole discretion, may consider suitable for the transmission of funds. Each payment order, or cancellation thereof, carried out through a funds transfer system or a clearinghouse will be governed by all applicable funds transfer system rules and clearing house rules and clearing arrangements, whether or not the Administrative Agent Lender or such Affiliate affiliate bank, as applicable, is a member of the system, clearinghouse or arrangement and each the Borrower acknowledges that the Administrative AgentLender's or of such Affiliate affiliate bank's, as applicable, right to reverse, adjust, stop payment or delay posting of an executed payment order is subject to the laws, regulations, rules, circulars and arrangements described herein.

Funds Transfer Services. (a) Each Borrower acknowledges The Borrowers acknowledge that the Administrative Agent has made available to the Borrowers Wire Transfer Procedures a copy of which is attached to this Agreement it as EXHIBIT Annex C and which include hereto a description of security procedures regarding funds transfers executed by the Administrative Agent NationsBank or an Affiliate Affiliated bank at the request of the Borrowers (the "Security Procedures"). The Borrowers and the Administrative Agent agree that the Security Procedures are commercially reasonable. Each Borrower The Borrowers further acknowledges acknowledge that the full scope of the Security Procedures which the Administrative Agent or such Affiliate bank offers NationsBank and its Affiliated banks offer and strongly recommends recommend for funds transfers is available only if the Borrowers communicate directly with the Administrative Agent NationsBank or such Affiliate Affiliated bank as applicable in accordance with said procedures. If a Borrower attempts the Borrowers attempt to communicate by any other method or otherwise not in accordance with the Security Procedures, the Administrative Agent NationsBank or such Affiliate Affiliated bank, as applicable, shall not be required to execute such instructions, but if the Administrative Agent NationsBank or such Affiliate Affiliated bank, as applicable, does so, the Borrowers will be deemed to have refused the Security Procedures that the Administrative Agent or such Affiliate bank as applicable offers NationsBank and its Affiliated banks offer and strongly recommendsrecommend, and the Borrowers will be bound by any funds transfer, whether or not authorized, which is issued in the name of the Borrowers (or any Borrower's name of them) and accepted by the Administrative Agent NationsBank or such Affiliate Affiliated bank, as applicable, in good faith. The Administrative Agent NationsBank or such Affiliate any Affiliated bank, as applicable, may modify Wire Transfer Procedures including, without limitation, the Security Procedures at such time or times and in such manner as the Administrative Agent NationsBank or such Affiliate Affiliated bank, as applicable, in its sole discretion, deems appropriate to meet prevailing standards of good banking practice. By continuing to use the Administrative AgentNationsBank's or such Affiliate Affiliated bank's, as applicable, wire transfer services after receipt of any modification of the Wire Transfer procedures including, without limitation, the Security Procedures, each Borrower agrees the Borrowers agree that the Security Procedures, as modified, are likewise commercially reasonable. Each Borrower The Borrowers further agrees agree to establish and maintain procedures to safeguard the Security Procedures and any information related thereto. Neither the Administrative Agent nor any Affiliate of the Administrative Agent is responsible for detecting any error in payment order sent by any Borrower to the Administrative Agent or any of the Lenders. (b) The Administrative Agent or such Affiliate bank, as applicable, NationsBank and its Affiliated banks will generally use the Fedwire funds transfer system for domestic funds transfers, and the funds transfer system operated by the Society for Worldwide International Financial Telecommunication (SWIFT) for international funds transfers. International funds transfers may also be initiated through the Clearing House InterBank Payment System (CHIPs) or international cable. However, the Administrative Agent NationsBank or such Affiliate bank, as applicable, any of its Affiliated banks may use any means and routes that the Administrative Agent NationsBank or such Affiliate Affiliated bank, as applicable, in its sole discretion, may consider suitable for the transmission of funds. Each payment order, or cancellation thereof, carried out through a funds transfer system or a clearinghouse will be governed by all applicable funds transfer system rules and clearing house rules and clearing arrangements, whether or not the Administrative Agent NationsBank or such Affiliate Affiliated bank, as applicable, is a member of the system, clearinghouse or arrangement and each Borrower acknowledges the Borrowers acknowledge that the Administrative AgentNationsBank's or such Affiliate Affiliated bank's, as applicable, right to reverse, adjust, stop payment or delay posting of an executed payment order is subject to the laws, regulations, rules, circulars and arrangements described herein.

Funds Transfer Services. (a) Each The Borrower acknowledges that the Administrative Agent has made available to the Borrowers Borrower Wire Transfer Procedures Procedures, a copy of which is attached to this Agreement as EXHIBIT C Exhibit "E" and which include a description of security procedures regarding funds transfers executed by the Administrative Agent or an Affiliate bank at the request of the Borrowers (the "Security Procedures"). The Borrowers Borrower and the Administrative Agent agree that the Security Procedures are commercially reasonable. Each The Borrower further acknowledges that the full scope of the Security Procedures which the Administrative Agent or such an Affiliate bank of the Agent offers and strongly recommends for funds transfers is available only if the Borrowers communicate Borrower communicates directly with the Administrative Agent or such Affiliate bank as applicable in accordance with said procedures. If a the Borrower attempts to communicate by any other method or otherwise not in accordance with the Security ProceduresProcedures or other security procedures of which the Borrower has received notice after the date hereof, the Administrative Agent or such Affiliate bank, as applicable, shall not be required to execute such instructions, but if the Administrative Agent or such Affiliate bank, as applicable, does so, the Borrowers Borrower will be deemed to have refused the Security Procedures that the Administrative Agent or such Affiliate bank as applicable offers and strongly recommends, and the Borrowers Borrower will be bound by any funds transfer, whether or not authorized, which is issued in any the Borrower's name and accepted by the Administrative Agent or such Affiliate bank, as applicable, in good faithGood Faith. The Administrative Agent or such Affiliate bank, as applicable, may modify Wire Transfer Procedures including, without limitation, the Security Procedures at such time or times and in such manner as the Administrative Agent or such Affiliate bank, as applicable, in its sole discretion, deems appropriate to meet prevailing standards of good banking practice. By continuing to use the Administrative Agent's or such Affiliate bank's, as applicable, wire transfer services after receipt of any modification of the Wire Transfer procedures Procedures including, without limitation, the Security Procedures, each the Borrower agrees that the Security Procedures, as modified, are likewise commercially reasonable. Each The Borrower further agrees to establish and maintain procedures to safeguard the Security Procedures and any information related thereto. Neither the Administrative Agent nor any Affiliate of the Administrative Agent is responsible for detecting any error in payment order sent by any the Borrower to the Administrative Agent or any of the Lenders. (b) The Administrative Agent or such Affiliate bank, as applicable, will generally use the Fedwire funds transfer system for domestic funds transfers, and the funds transfer system operated by the Society for Worldwide International Financial Telecommunication (SWIFT) for international funds transfers. International funds transfers may also be initiated through the Clearing House InterBank Payment System (CHIPs) or international cable. However, the Administrative Agent or such Affiliate bank, as applicable, may use any means and routes that the Administrative Agent or such Affiliate bank, as applicable, in its sole and absolute discretion, may consider suitable for the transmission of fundsfunds under the circumstances. Each payment order, or cancellation thereof, carried out through a funds transfer system or a clearinghouse will be governed by all applicable funds transfer system rules and clearing house rules and clearing arrangements, whether or not the Administrative Agent or such Affiliate bank, as applicable, is a member of the system, clearinghouse or arrangement and each the Borrower acknowledges that the Administrative Agent's or such Affiliate bank's, as applicable, right to reverse, adjust, stop payment or delay posting of an executed payment order is subject to the laws, regulations, rules, circulars and arrangements described hereinagreements.

Funds Transfer Services. (a) Each Borrower acknowledges that the Administrative Agent Lender has made available to the Borrowers Wire Transfer Procedures a copy of which is attached to this Agreement as EXHIBIT C and which include it a description of security procedures regarding funds transfers executed by the Administrative Agent Lender or an Affiliate affiliate bank at the request of the Borrowers such Borrower (the "Security ProceduresSECURITY PROCEDURES"). , a copy of which is attached hereto as EXHIBIT D. The Borrowers and the Administrative Agent Lender agree that the Security Procedures are commercially reasonable. Each Borrower further acknowledges that the full scope of the Security Procedures which the Administrative Agent Lender or such Affiliate affiliate bank offers and strongly recommends for funds transfers is available only if the Borrowers communicate such Borrower communicates directly with the Administrative Agent Lender or such Affiliate affiliate bank as applicable in accordance with said procedures. If a such Borrower attempts to communicate by any other method or otherwise not in accordance with the Security Procedures, the Administrative Agent Lender or such Affiliate affiliate bank, as applicable, shall not be required to execute such instructions, but if the Administrative Agent Lender or such Affiliate affiliate bank, as applicable, does so, the Borrowers such Borrower will be deemed to have refused the Security Procedures that the Administrative Agent Lender or such Affiliate bank affiliate bank, as applicable applicable, offers and strongly recommends, and the Borrowers such Borrower will be bound by any funds transfer, whether or not authorized, which is issued in any such Borrower's name and accepted by the Administrative Agent Lender or such Affiliate affiliate bank, as applicable, in good faith. The Administrative Agent Lender or such Affiliate affiliate bank, as applicable, may modify Wire Transfer Procedures including, without limitation, the Security Procedures at such time or times and in such manner as the Administrative Agent Lender or such Affiliate affiliate bank, as applicable, in its sole discretion, deems appropriate to meet prevailing standards of good banking practice. By continuing to use the Administrative AgentLender's or such Affiliate affiliate bank's, as applicable, wire transfer services after receipt of any modification of the Wire Transfer procedures including, without limitation, the Security Procedures, each Borrower agrees that the Security Procedures, as modified, are likewise commercially reasonable. Each Borrower further agrees to establish and maintain procedures to safeguard the Security Procedures and any information related thereto. Neither the Administrative Agent nor any Affiliate of the Administrative Agent is responsible for detecting any error in payment order sent by any Borrower to the Administrative Agent or any of the Lenders. (b) The Administrative Agent or such Affiliate bank, as applicable, will generally use the Fedwire funds transfer system for domestic funds transfers, and the funds transfer system operated by the Society for Worldwide International Financial Telecommunication (SWIFT) for international funds transfers. International funds transfers may also be initiated through the Clearing House InterBank Payment System (CHIPs) or international cable. However, the Administrative Agent or such Affiliate bank, as applicable, may use any means and routes that the Administrative Agent or such Affiliate bank, as applicable, in its sole discretion, may consider suitable for the transmission of funds. Each payment order, or cancellation thereof, carried out through a funds transfer system or a clearinghouse will be governed by all applicable funds transfer system rules and clearing house rules and clearing arrangements, whether or not the Administrative Agent or such Affiliate bank, as applicable, is a member of the system, clearinghouse or arrangement and each Borrower acknowledges that the Administrative Agent's or such Affiliate bank's, as applicable, right to reverse, adjust, stop payment or delay posting of an executed payment order is subject to the laws, regulations, rules, circulars and arrangements described herein.

Funds Transfer Services. (a) Each Borrower acknowledges that the Administrative Agent has made available to the Borrowers Wire Transfer Procedures Procedures, a copy of which is attached to this Agreement as EXHIBIT C "C", and which include a description of security procedures regarding funds transfers executed by the Administrative Agent or an Affiliate bank at the request of the Borrowers (the "Security Procedures"). The Borrowers and the Administrative Agent agree that the Security Procedures are commercially reasonable. Each Borrower further acknowledges that the full scope of the Security Procedures which the Administrative Agent or such Affiliate bank offers and strongly recommends for funds transfers is available only if the Borrowers communicate directly with the Administrative Agent or such Affiliate bank as applicable in accordance with said procedures. If a Borrower attempts to communicate by any other method or otherwise not in accordance with the Security Procedures, the Administrative Agent or such Affiliate bank, as applicable, shall not be required to execute such instructions, but if the Administrative Agent or such Affiliate bank, as applicable, does so, the Borrowers will be deemed to have refused the Security Procedures that the Administrative Agent or such Affiliate bank as applicable offers and strongly recommends, and the Borrowers will be bound by any funds transfer, whether or not authorized, which is issued in any Borrower's name and accepted by the Administrative Agent or such Affiliate bank, as applicable, in good faith. The Administrative Agent or such Affiliate bank, as applicable, may modify Wire Transfer Procedures including, without limitation, the Security Procedures at such time or times and in such manner as the Administrative Agent or such Affiliate bank, as applicable, in its sole discretion, deems appropriate to meet prevailing standards of good banking practice. By continuing to use the Administrative Agent's or such Affiliate bank's, as applicable, wire transfer services after receipt of any modification of the Wire Transfer procedures including, without limitation, the Security Procedures, each Borrower agrees that the Security Procedures, as modified, are likewise commercially reasonable. Each Borrower further agrees to establish and maintain procedures to safeguard the Security Procedures and any information related thereto. Neither the Administrative Agent nor any Affiliate of the Administrative Agent is responsible for detecting any error in payment order sent by any Borrower to the Administrative Agent or any of the Lenders. (b) The Administrative Agent or such Affiliate bank, as applicable, will generally use the Fedwire funds transfer system for domestic funds transfers, and the funds transfer system operated by the Society for Worldwide International Financial Telecommunication (SWIFT) for international funds transfers. International funds transfers may also be initiated through the Clearing House InterBank Payment System (CHIPs) or international cable. However, the Administrative Agent or such Affiliate bank, as applicable, may use any means and routes that the Administrative Agent or such Affiliate bank, as applicable, in its sole discretion, may consider suitable for the transmission of funds. Each payment order, or cancellation thereof, carried out through a funds transfer system or a clearinghouse will be governed by all applicable funds transfer system rules and clearing house rules and clearing arrangements, whether or not the Administrative Agent or such Affiliate bank, as applicable, is a member of the system, clearinghouse or arrangement and each Borrower acknowledges that the Administrative Agent's or such Affiliate bank's, as applicable, right to reverse, adjust, stop payment or delay posting of an executed payment order is subject to the laws, regulations, rules, circulars and arrangements described herein.

Funds Transfer Services. (a) Each The Borrower acknowledges that the Administrative Agent Lender has made available to the Borrowers Borrower Wire Transfer Procedures Procedures, a copy of which is attached to this Agreement as EXHIBIT C Exhibit "C" and which include a description of security procedures regarding funds transfers executed by the Administrative Agent or an Affiliate bank at the request of the Borrowers (the "Security Procedures"). The Borrowers Borrower and the Administrative Agent Lender agree that the Security Procedures are commercially reasonable. Each The Borrower further acknowledges that the full scope of the Security Procedures which the Administrative Agent Lender or such Affiliate bank offers and strongly recommends for funds transfers is available only if the Borrowers communicate Borrower communicates directly with the Administrative Agent Lender or such Affiliate bank as applicable in accordance with said procedures. If a the Borrower attempts to communicate by any other method or otherwise not in accordance with the Security ProceduresProcedures or other security procedures of which the Borrower has received notice after the date hereof, the Administrative Agent Lender or such Affiliate bank, as applicable, shall not be required to execute such instructions, but if the Administrative Agent Lender or such Affiliate bank, as applicable, does so, the Borrowers Borrower will be deemed to have refused the Security Procedures that the Administrative Agent Lender or such Affiliate bank as applicable offers and strongly recommends, and the Borrowers Borrower will be bound by any funds transfer, whether or not authorized, ,which is issued in any the Borrower's name and accepted by the Administrative Agent Lender or such Affiliate bank, as applicable, in good faithGood Faith. The Administrative Agent Lender or such Affiliate bank, ,as applicable, may modify Wire Transfer Procedures including, without limitation, ,the Security Procedures at such time or times and in such manner as the Administrative Agent Lender or such Affiliate bank, as applicable, in its sole discretion, deems appropriate to meet prevailing standards of good banking practice. By continuing to use the Administrative AgentLender's or such Affiliate bank's, as applicable, wire transfer services after receipt of any modification of the Wire Transfer procedures including, without limitation, the Security Procedures, each the Borrower agrees that the Security Procedures, as modified, are 75 likewise commercially reasonable. Each The Borrower further agrees to establish and maintain procedures to safeguard the Security Procedures and any information related thereto. Neither the Administrative Agent Lender nor any Affiliate of the Administrative Agent Lender is responsible for detecting any error in payment order sent by any the Borrower to the Administrative Agent or any of the LendersLender. (b) The Administrative Agent Lender or such Affiliate bank, as applicable, will generally use the Fedwire funds transfer system for domestic funds transfers, and the funds transfer system operated by the Society for Worldwide International Financial Telecommunication (SWIFT) for international funds transfers. International funds transfers may also be initiated through the Clearing House InterBank Payment System (CHIPs) or international cable. However, the Administrative Agent Lender or such Affiliate bank, as applicable, may use any means and routes that the Administrative Agent Lender or such Affiliate bank, as applicable, in its sole and absolute discretion, may consider suitable for the transmission of fundsfunds under the circumstances. Each payment order, or cancellation thereof, carried out through a funds transfer system or a clearinghouse will be governed by all applicable funds transfer system rules and clearing house rules and clearing arrangements, whether or not the Administrative Agent Lender or such Affiliate bank, as applicable, is a member of the system, clearinghouse or arrangement and each the Borrower acknowledges that the Administrative AgentLender's or such Affiliate bank's, as applicable, right to reverse, adjust, stop payment or delay posting of an executed payment order is subject to the laws, regulations, rules, circulars and arrangements described hereinagreements.