Common use of Notice to Banks; Funding of Loans Clause in Contracts

Notice to Banks; Funding of Loans. (a) Upon receipt of a Notice of Borrowing, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's share (if any) of such Borrowing and such Notice of Borrowing shall not thereafter be revocable by the Borrower. (b) Not later than 1:00 P.M. (New York City time) on the date of each Borrowing, each Bank participating therein shall (except as provided in subsection (c) of this Section) make available its share of such Borrowing, in Federal or other funds immediately available in New York City, to the Agent at its address referred to in Section 10.01. Unless any applicable condition specified in Article 3 has not been satisfied, as determined by the Agent in accordance with Article 3, the Agent will make the funds so received from the Banks immediately available to the Borrower at the Agent's aforesaid address. (c) If any Bank makes a new Loan hereunder to the Borrower on a day on which the Borrower is to repay all or any part of an outstanding Loan from such Bank, such Bank shall apply the proceeds of its new Loan to make such repayment and only an amount equal to the difference (if any) between the amount being borrowed by the Borrower and the amount being repaid shall be made available by such Bank to the Agent as provided in subsection (b) of this Section, or remitted by the Borrower to the Agent as provided in Section 2.12, as the case may be. (d) Unless the Agent shall have received notice from a Bank prior to the date of any Borrowing (or, in the case of a Base Rate Borrowing, prior to Noon (New York City time) on the date of such Borrowing) that such Bank will not make available to the Agent such Bank's share of such Borrowing, the Agent may assume that such Bank has made such share available to the Agent on the date of such Borrowing in accordance with subsections (b) and (c) of this Section 2.04 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such share available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of the Borrower, a rate per annum equal to the higher of the Federal Funds Rate and the interest rate applicable thereto pursuant to Section 2.07 and (ii) in the case of such Bank, the Federal Funds Rate. If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank's Loan included in such Borrowing for purposes of this Agreement. If the Borrower shall have repaid such corresponding amount of such Bank, such Bank shall reimburse the Borrower for any loss on account thereof incurred by the Borrower.

Notice to Banks; Funding of Loans. (a) Upon receipt of a Notice of Borrowing, the Administrative Agent shall promptly notify each Bank of the contents thereof and of such Bank's ’s share (if any) of such Borrowing and such Notice of Borrowing shall not thereafter be revocable by the Borrower. (b) Not later than 1:00 P.M. (New York City time) on the date of each Borrowing, each Bank participating therein shall (except as provided in subsection (c) of this Section) make available its share of such Borrowing, in Federal or other funds immediately available in New York City, to the Administrative Agent at its address referred specified in or pursuant to in Section 10.019.01. Unless the Administrative Agent determines that any applicable condition specified in Article 3 has not been satisfied, as determined by the Agent in accordance with Article 3, the Administrative Agent will make the funds so received from the Banks immediately available to the Borrower at the Administrative Agent's ’s aforesaid address. (c) If any Bank makes a new Loan hereunder to the Borrower on a day on which the Borrower is to repay all or any part of an outstanding Loan from such Bank, such Bank shall apply the proceeds of its new Loan to make such repayment and only an amount equal to the difference (if any) between the amount being borrowed by the Borrower and the amount being repaid shall be made available by such Bank to the Agent as provided in subsection (b) of this Section, or remitted by the Borrower to the Agent as provided in Section 2.12, as the case may be. (d) Unless the Administrative Agent shall have received notice from a Bank prior to the date of any Borrowing (or, in the case of a Base Rate Borrowing, prior to Noon (New York City time) on the date of such Borrowing) that such Bank will not make available to the Administrative Agent such Bank's ’s share of such Borrowing, the Administrative Agent may assume that such Bank has made such share available to the Administrative Agent on the date of such Borrowing in accordance with subsections subsection (b) and (c) of this Section 2.04 2.03 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such share available to the Administrative Agent, such Bank and and, if such Bank shall not have made such payment within two Domestic Business Days of demand therefor, the Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of the Borrower, a rate per annum equal to the higher of the Federal Funds Rate and the interest rate applicable thereto pursuant to Section 2.07 2.06 and (ii) in the case of such Bank, the Federal Funds Rate. If such Bank shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Bank's ’s Loan included in such Borrowing for purposes of this Agreement. If . (d) The failure of any Bank to make the Borrower Loan to be made by it as part of any Borrowing shall have repaid such corresponding amount not relieve any other Bank of its obligation, if any, hereunder to make a Loan on the date of such BankBorrowing, such but no Bank shall reimburse be responsible for the Borrower for failure of any loss on account thereof incurred other Bank to make a Loan to be made by the Borrowersuch other Bank.

Notice to Banks; Funding of Loans. (a) Upon receipt of a Notice of Borrowing, the Administrative Agent shall promptly notify each Bank of the contents thereof and of such Bank's share (if any) of such Borrowing and such Notice of Borrowing shall not thereafter be revocable by the Borrower. (b) Not later than 1:00 P.M. (New York City time) on the date of each Borrowing, each Bank participating therein shall (except as provided in subsection (c) of this Section) make available its share of such Borrowing, in Federal or other funds immediately available in New York City, to the Administrative Agent at its address referred specified in or pursuant to in Section 10.019.01. Unless the Administrative Agent determines that any applicable condition specified in Article 3 has not been satisfied, as determined by the Agent in accordance with Article 3, the Administrative Agent will make the funds so received from the Banks immediately available to the Borrower at the Administrative Agent's aforesaid address. (c) If any Bank makes a new Loan hereunder to the Borrower on a day on which the Borrower is to repay all or any part of an outstanding Loan from such Bank, such Bank shall apply the proceeds of its new Loan to make such repayment and only an amount equal to the difference (if any) between the amount being borrowed by the Borrower and the amount being repaid shall be made available by such Bank to the Administrative Agent as provided in subsection (b) of this Section), or remitted by the Borrower to the Administrative Agent as provided in Section 2.122.13, as the case may be. (d) Unless the Administrative Agent shall have received notice from a been notified by any Bank prior to the date of any Borrowing (or, in the case of a Base Rate Borrowing, or prior to Noon 1:00 P.M. (New York City time) on the date of such Borrowing in the case of a Base Rate Borrowing) that such Bank will does not intend to make available to the Administrative Agent such Bank's share portion of the Borrowing to be made on such Borrowingdate, the Administrative Agent may assume that such Bank has made such share amount available to the Administrative Agent on the such date of such Borrowing in accordance with subsections (b) and (c) of this Section 2.04 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount, subject to the provisions of subsection (c). If and to the extent that such Bank shall corresponding amount is not have so in fact made such share available to the AgentAdministrative Agent by such Bank, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Bank. If such Bank does not pay such corresponding amount forthwith upon the Administrative Agent's demand therefor, the Administrative Agent shall promptly notify the Borrower and the Borrower severally agree to repay to the Agent forthwith on demand shall promptly pay such corresponding amount together with to the Administrative Agent. The Administrative Agent shall also be entitled to recover from such Bank or the Borrower interest thereon, for on such corresponding amount in respect of each day from the date such corresponding amount is was made available by the Administrative Agent to the Borrower until to the date such corresponding amount is repaid to recovered by the Administrative Agent, at a rate per annum equal to (ix) in the case of a Bank, the Federal Funds Rate for each such day and (y) in the case of the Borrower, the then applicable rate for Base Rate Loans, Euro-Dollar Loans or Money Market Loans, as appropriate. Nothing herein shall be deemed to relieve any Bank from its obligation to fulfill its Commitment hereunder or to prejudice any rights which the Borrower may have against any Bank as a rate per annum equal to the higher result of the Federal Funds Rate and the interest rate applicable thereto pursuant to Section 2.07 and (ii) in the case of such Bank, the Federal Funds Rate. If any default by such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank's Loan included in such Borrowing for hereunder. For purposes of this Agreement. If subsection (d), no amount paid to the Borrower Administrative Agent hereunder shall be considered to have been recovered by the Administrative Agent on the date of payment unless such amount shall have repaid such corresponding amount of such Bank, such Bank shall reimburse the Borrower for any loss on account thereof incurred been received by the BorrowerAdministrative Agent by 2:30 P.M. (New York City time) on such date.

Notice to Banks; Funding of Loans. (a) Upon receipt of a Notice of BorrowingBorrowing or an oral request for a borrowing in accordance with Section 2.02(a), the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ’s ratable share (if any) of such Borrowing and such borrowing. Such Notice of Borrowing or oral request shall not thereafter be revocable by the BorrowerBorrower and shall obligate the Borrower to accept the Loans requested from the Banks on the date of such borrowing. (b) Not later than 1:00 P.M. 2:00 p.m. (New York City Boston time) on the date Borrowing Date of each Borrowingborrowing, each Bank participating therein shall (except as provided in subsection (c) of this Section) make available its share of such Borrowingborrowing, in Federal federal or other funds immediately available in New York CityBoston, to the Agent at its address referred to in Section 10.019.01. Unless the Agent determines that any applicable condition specified in Article 3 III has not been satisfied, as determined by the Agent in accordance with Article 3satisfied or waived, the Agent will (x) make its share of such borrowing and the funds so received from the other Banks immediately available to the Borrower at the Agent's ’s aforesaid addressaddress or (y) at the election of Borrower as set forth in the applicable Notice of Borrowing, as may be reasonably acceptable to the Agent, wire its share of such borrowing and the funds so received from the other Banks to a third party designated by the Borrower in such Notice of Borrowing, in each case, in federal funds or other funds immediately available to the Borrower or such other third party, as applicable, in each case on the Borrowing Date. The failure or refusal of any Bank to make available to the Agent as provided herein its share of any borrowing shall not relieve any other Bank from its several obligations hereunder. (c) If any Bank makes a new Loan hereunder to the Borrower on a day on which the Borrower is to repay all or any part the principal amount of an outstanding Loan from to such Bank, such the Bank shall apply the proceeds of its new Loan to make such repayment and only an amount equal to the difference (if any) between the amount being borrowed by the Borrower and the amount being repaid shall be made available by such Bank to the Agent as provided in subsection clause (ba) of this Section, or remitted by the Borrower to the Agent Bank as provided in Section 2.122.10 hereof, as the case may be. (d) Unless the Agent shall have received notice from a Bank prior to the date of any Borrowing (or, in the case of a Base Rate Borrowing, prior to Noon (New York City time) on the date of such Borrowing) Date that such Bank will not make available to the Agent such Bank's ’s share of such Borrowingborrowing, the Agent may assume that such Bank has made such share available to the Agent on the such date of such Borrowing in accordance with subsections clause (b) and (c) of this Section 2.04 and the Agent maymay (but it shall not be required to), in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such share available to the Agent, such Bank and the Borrower severally agree agrees to repay to the Agent forthwith on demand Agent, upon demand, such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of the Borrower, a rate per annum equal to the higher of the Federal Funds Rate and the interest rate applicable thereto pursuant to Section 2.07 and (ii) in the case of such Bank, the Federal Funds Rate. If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank's ’s Loan included in such Borrowing borrowing for purposes of this Agreement. If and to the Borrower shall have repaid such corresponding amount of such Bank, extent that such Bank shall reimburse not have so made such share available to the Agent within three Domestic Business Days after demand by the Agent, the Borrower agrees to repay to the Agent, upon demand, such amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at a rate per annum equal to the interest rate applicable thereto pursuant to Section 2.06 hereof. The provisions of this Section 2.03(d) shall not relieve any loss on account thereof incurred by such Bank from any liability to the Borrower.

Notice to Banks; Funding of Loans. (a) Upon receipt of a Notice of Borrowing, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ’s share (if any) of such Borrowing and such Notice of Borrowing shall not thereafter be revocable by the BorrowerCompany. (b) Not later than 1:00 P.M. 12:00 Noon (New York City time) on the date of each Borrowing, each Bank participating therein shall (except as provided in subsection (c) of this Section) make available its share of such Borrowing, in Federal or other funds immediately available in New York City, to the Agent at its address referred to in Section 10.019.01. Unless the Agent determines that any applicable condition specified in Article 3 has not been satisfied, as determined by the Agent in accordance with Article 3, the Agent will make the funds so received from the Banks immediately available to the Borrower Company at the Agent's ’s aforesaid address. (c) If any Bank makes a new Loan hereunder to the Borrower on a day on which the Borrower is to repay all or any part of an outstanding Loan from such Bank, such Bank shall apply the proceeds of its new Loan to make such repayment and only an amount equal to the difference (if any) between the amount being borrowed by the Borrower and the amount being repaid shall be made available by such Bank to the Agent as provided in subsection (b) of this Section, or remitted by the Borrower to the Agent as provided in Section 2.12, as the case may be. (d) Unless the Agent shall have received notice from a Bank prior to the date of any Borrowing (or, in the case of a Base Rate Borrowing, prior to 12:00 Noon (New York City time) on the date of such Borrowing) that such Bank will not make available to the Agent such Bank's ’s share of such Borrowing, the Agent may assume that such Bank has made such share available to the Agent on the date of such Borrowing in accordance with subsections subsection (b) and (c) of this Section 2.04 and the Agent may, in reliance upon such assumption, make available to the Borrower Company on such date a corresponding amount. If and to the extent that such Bank shall not have so made such share available to the Agent, such Bank and the Borrower Company severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower Company until the date such amount is repaid to the Agent, at (i) in the case of the BorrowerCompany, a rate per annum equal to the higher of the Federal Funds Rate and the interest rate applicable thereto pursuant to Section 2.07 and (ii) in the case of such Bank, the Federal Funds Rate. If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank's ’s Loan included in such Borrowing for purposes of this Agreement. If the Borrower shall have repaid such corresponding amount of such Bank, such Bank shall reimburse the Borrower for any loss on account thereof incurred by the Borrower.

Notice to Banks; Funding of Loans. (a) Upon receipt of a Notice of Borrowing, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's share (if any) of such Borrowing and such Notice of Borrowing shall not thereafter be revocable by the Borrower. (b) Not later than 1:00 P.M. 12:00 Noon (New York City time) on the date of each Borrowing, each Bank participating therein shall (except as provided in subsection (c) of this Section) make available its share of such Borrowing, in Federal or other funds immediately available in New York City, to the Agent at its address referred to in Section 10.019.01. Unless the Agent determines that any applicable condition specified in Article 3 III has not been satisfied, as determined by the Agent in accordance with Article 3, the Agent will make the funds so received from the Banks immediately available to the Borrower at the Agent's aforesaid address. (c) If any Bank makes a new Loan hereunder to the Borrower on a day on which the Borrower is to repay all or any part of an outstanding Loan from such Bank, such Bank shall apply the proceeds of its new Loan to make such repayment and only an amount equal to the difference (if any) between the amount being borrowed by the Borrower and the amount being repaid shall be made available by such Bank to the Agent as provided in subsection (b) of this Section), or remitted by the Borrower to the Agent as provided in Section 2.12, as the case may be. (d) Unless the Agent shall have received notice from a Bank prior to the date of any Borrowing (or, in the case of a Base Rate Borrowing, prior to Noon (New York City time) on the date of such Borrowing) that such Bank will not make available to the Agent such Bank's share of such Borrowing, the Agent may assume that such Bank has made such share available to the Agent on the date of such Borrowing in accordance with subsections (b) and (c) of this Section 2.04 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such share available to the Agent, such Bank and and, if such Bank shall fail to do so within one Domestic Business Day, the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of the Borrower, a rate per annum equal to the higher of the Federal Funds Rate and the interest rate applicable thereto pursuant to Section 2.07 and (ii) in the case of such Bank, the Federal Funds Rate. If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank's Loan included in such Borrowing for purposes of this Agreement. If the Borrower shall have repaid such corresponding amount of such Bank, such Bank shall reimburse the Borrower for any loss on account thereof incurred by the Borrower.

Notice to Banks; Funding of Loans. (a) Upon receipt of a Notice of BorrowingBorrowing or an oral request for a Borrowing in accordance with Section 2.2, the Administrative Agent shall promptly notify each Bank of the contents thereof and of such Bank's share (’s ratable share, if any) , of such Borrowing and such Borrowing. Such Notice of Borrowing or oral request shall not thereafter be revocable by the Borrowerborrowing Borrower and shall obligate the borrowing Borrower to accept the Loans requested from the Banks on the Borrowing Date. (b) Not later than 1:00 P.M. 4:00 p.m. (New York City time) on the date Borrowing Date of each Borrowing, each Bank participating therein shall (except as provided in subsection (c) of this Section) make available its share share, if any, of such Borrowing, in Federal or other funds immediately available in New York Cityavailable, to the Administrative Agent at its address referred to in Section 10.01JPM Loan & Agency Services, 000 Xxxxxxx Xxxxxxxxxx Xx., Ops 0, 0xx Xxxxx, Xxxxxx, XX 00000-0000, Attention: Xxxxxxxx Xxxxx. Unless the Administrative Agent determines that any applicable condition specified in Article 3 III has not been satisfied, as determined by the Agent in accordance with Article 3, the Administrative Agent will make its share of such Borrowing and the funds so received from the other Banks immediately available to the borrowing Borrower at as noticed to the Agent's aforesaid addressAdministrative Agent with the name of its custodian and payment instructions (including ABA number and demand deposit account number) on the Borrowing Date. The failure or refusal of any Bank to make available to the Administrative Agent as provided herein its share of any Borrowing shall not relieve any other Bank from its several obligations hereunder. (c) If any Bank makes Committed Loan is to be made to a new Loan Borrower hereunder to the Borrower on a day on which the any Swing Line Advance to such Borrower is to repay all or any part of an outstanding Loan from such Bankoutstanding, such Bank shall apply the proceeds of its new such Committed Loan shall be applied first to make the repayment of the outstanding Swing Line Advances to such repayment Borrower, and only an amount equal to the difference (if any) between the amount being borrowed by the Borrower and the amount Swing Line Advances being repaid shall be made available to such Borrower by such Bank to the Administrative Agent as provided in subsection clause (b) of this Section, or remitted by the Borrower to the Agent as provided in Section 2.12, as the case may be2.3. (d) Unless the Administrative Agent shall have received notice from a Bank prior to the date of any Borrowing (or, in the case of a Base Rate Borrowing, prior to Noon (New York City time) on the date of such Borrowing) Date that such Bank will not make available to the Administrative Agent such Bank's ’s share of such Borrowing, the Administrative Agent may assume that such Bank has made such share available to the Administrative Agent on the date of such Borrowing Date in accordance with subsections clause (b) and (c) of this Section 2.04 and the Administrative Agent maymay (but it shall not be required to), in reliance upon such assumption, make available to the borrowing Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such share available to the Administrative Agent, such Bank and the borrowing Borrower severally agree to repay to the Agent forthwith on Administrative Agent, within three days after demand by the Administrative Agent, such corresponding amount amount, together with interest thereon, for each day from the date such amount is made available to the borrowing Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of the borrowing Borrower, a rate per annum equal to the higher of the Federal Funds Rate and the interest rate applicable thereto pursuant to Section 2.07 2.9 and (ii) in the case of such Bank, the Federal Funds Effective Rate. If such Bank shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Bank's ’s Loan included in such Borrowing for purposes of this Agreement. If the Borrower shall have repaid such corresponding amount of such Bank, such Bank shall reimburse the Borrower for any loss on account thereof incurred by the Borrower.

Notice to Banks; Funding of Loans. (a) Upon receipt of a Notice of Borrowing, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's share (if any) of such Borrowing and such Notice of Borrowing shall not thereafter be revocable by the Borrower. (b) Not later than 1:00 P.M. 12:00 Noon (New York City time) on the date of each Borrowing, each Bank participating therein shall (except as provided in subsection (c) of this Section) make available its share of such Borrowing, in Federal or other funds immediately available in New York City, to the Agent at its address referred to in Section 10.019.01. Unless the Agent determines that any applicable condition specified in Article 3 III has not been satisfied, as determined by the Agent in accordance with Article 3, the Agent will make the funds so received from the Banks immediately available to the Borrower by 3:00 P.M. (New York City time) on the date of such Borrowing at the Agent's aforesaid address. (c) If any Bank makes a new Loan hereunder to the Borrower on a day on which the Borrower is to repay all or any part of an outstanding Loan from such Bank, such Bank shall apply the proceeds of its new Loan to make such repayment and only an amount equal to the difference (if any) between the amount being borrowed by the Borrower and the amount being repaid shall be made available by such Bank to the Agent as provided in subsection (b) of this Section, or remitted by the Borrower to the Agent as provided in Section 2.12, as the case may be. (d) Unless the Agent shall have received notice from a Bank prior to the date of any Borrowing (or, in the case of a Base Rate Borrowing, prior to Noon (New York City time) on the date of such Borrowing) that such Bank will not make available to the Agent such Bank's share of such Borrowing, the Agent may assume that such Bank has made such share available to the Agent on the date of such Borrowing in accordance with subsections subsection (b) and (c) of this Section 2.04 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such share available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of the Borrower, a rate per annum equal to the higher of the Federal Funds Rate and the interest rate applicable thereto pursuant to Section 2.07 and (ii) in the case of such Bank, the Federal Funds Rate. If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank's Loan included in such Borrowing for purposes of this Agreement. If the Borrower shall have repaid such corresponding amount of such Bank, such Bank shall reimburse the Borrower for any loss on account thereof incurred by the Borrower.

Notice to Banks; Funding of Loans. (a) Upon receipt of a Notice of Borrowing, the Administrative Agent shall promptly notify each Bank of the contents thereof and of such Bank's share (if any) of such Borrowing and such Notice of Borrowing shall not thereafter be revocable by the Borrower. (b) Not later than 1:00 P.M. 12:00 Noon (New York City time) on the date of each Borrowing, each Bank participating therein shall (except as provided in subsection (c) of this Section) make available its share of such Borrowing, in Federal or other funds immediately available in New York City, to the Administrative Agent at its address referred specified in or pursuant to in Section 10.019.01. Unless the Administrative Agent determines that any applicable condition specified in Article 3 has not been satisfied, as determined by the Agent in accordance with Article 3, the Administrative Agent will make the funds so received from the Banks immediately available to the Borrower at the Administrative Agent's aforesaid address. (c) If any Bank makes a new Loan hereunder to the Borrower on a day on which the Borrower is to repay all or any part of an outstanding Loan from such Bank, such Bank shall apply the proceeds of its new Loan to make such repayment and only an amount equal to the difference (if any) between the amount being borrowed by the Borrower and the amount being repaid shall be made available by such Bank to the Agent as provided in subsection (b) of this Section, or remitted by the Borrower to the Agent as provided in Section 2.12, as the case may be. (d) Unless the Administrative Agent shall have received notice from a Bank prior to the date of any Borrowing (or, in the case of a Base Rate Borrowing, prior to Noon (New York City time) on the date of such Borrowing) that such Bank will not make available to the Administrative Agent such Bank's share of such Borrowing, the Administrative Agent may assume that such Bank has made such share available to the Administrative Agent on the date of such Borrowing in accordance with subsections (b) and (c) of this Section 2.04 2.04(a) and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such share available to the Administrative Agent, such Bank and and, if such Bank shall not have made such payment within two Domestic Business Days of demand therefor, the Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of the Borrower, a rate per annum equal to the higher of the Federal Funds Rate and the interest rate applicable thereto pursuant to Section 2.07 and (ii) in the case of such Bank, the Federal Funds Rate. If such Bank shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Bank's Loan included in such Borrowing for purposes of this Agreement. If . (d) The failure of any Bank to make the Borrower Loan to be made by it as part of any Borrowing shall have repaid such corresponding amount not relieve any other Bank of its obligation, if any, hereunder to make a Loan on the date of such BankBorrowing, such but no Bank shall reimburse be responsible for the Borrower for failure of any loss on account thereof incurred other Bank to make a Loan to be made by the Borrowersuch other Bank.

Notice to Banks; Funding of Loans. (a) Upon receipt of a Notice of Borrowing, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ’s share (if any) of such Borrowing Borrowing, and such Notice if no timely notice of Borrowing shall not thereafter be revocable a conversion or continuation is provided by the Borrower, the Agent shall notify each Bank of the details of any automatic conversion to Term SOFR Loans having an Interest Period of one (1) month described in Section 2.02(a). (b) Not later than 1:00 3:00 P.M. (New York City time) on the date of each Borrowing, each Bank participating therein shall (except as provided in subsection (c) of this SectionSection 2.03) make available its share of such Borrowing, in Federal or other funds immediately available in New York Cityfunds, to the Agent at its address referred to in Section 10.019.01. Unless the Agent determines that any applicable condition specified in Article 3 has not been satisfied, as determined by the Agent in accordance with Article 3, the Agent will make the funds so received from the Banks immediately available to the Borrower at the Agent's ’s aforesaid address. (c) If any Bank makes a new Loan hereunder to the Borrower on a day on which the Borrower is to repay all or any part of an outstanding Loan from such Bank, such Bank shall apply the proceeds of its new Loan to make such repayment and only an amount equal to the difference (if any) between the amount being borrowed by the Borrower and the amount being repaid shall be made available by such Bank to the Agent as provided in subsection (b) of this Section, or remitted by the Borrower to the Agent as provided in Section 2.12, as the case may be. (d) Unless the Agent shall have received notice from a Bank prior to the date of any Borrowing (or, in the case of a Base Rate Borrowing, prior to Noon (New York City time) on the date of such Borrowing) that such Bank will not make available to the Agent such Bank's ’s share of such Borrowing, the Agent may assume that such Bank has made such share available to the Agent on the date of such Borrowing in accordance with subsections subsection (b) and (c) of this Section 2.04 2.03 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such share available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of the Borrower, a rate per annum equal to the higher of the Federal Funds Rate and or the interest rate applicable thereto pursuant to Section 2.07 2.06 and (ii) in the case of such Bank, the Federal Funds Rate. If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank's ’s Loan included in such Borrowing for purposes of this Agreement. If The failure of any Bank to make available its share of any Borrowing shall not relieve any other Bank of its corresponding obligation to do so on the Borrower shall have repaid such corresponding amount of such Bankdate when due, such and no Bank shall reimburse be responsible for the Borrower for failure of any loss on account thereof incurred by the Borrowerother Bank to so make its share available.

Notice to Banks; Funding of Loans. (a) Upon receipt of a Notice of Borrowing, the Administrative Agent shall promptly notify each Bank of the contents thereof and of such Bank's share (if any) of such Borrowing and such Notice of Borrowing shall not thereafter be revocable by the Borrower. (b) Not later than 1:00 P.M. (New York City time) on the date of each Borrowing, each Bank participating therein shall (except as provided in subsection (c) of this Section) make available its share of such Borrowing, in Federal or other funds immediately available in New York City, to the Administrative Agent at its address referred specified in or pursuant to in Section 10.0111.01. Unless the Administrative Agent determines that any applicable condition specified in Article 3 has not been satisfied, as determined by the Agent in accordance with Article 3, the Administrative Agent will make the funds so received from the Banks immediately available to the Borrower at the Administrative Agent's aforesaid address. (c) If any Bank makes a new Loan hereunder to the Borrower on a day on which the Borrower is to repay all or any part of an outstanding Loan from such Bank, such Bank shall apply the proceeds of its new Loan to make such repayment and only an amount equal to the difference (if any) between the amount being borrowed by the Borrower and the amount being repaid shall be made available by such Bank to the Agent as provided in subsection (b) of this Section, or remitted by the Borrower to the Agent as provided in Section 2.12, as the case may be. (d) Unless the Agent shall have received notice from a Bank prior to the date of any Borrowing (or, in the case of a Base Rate Borrowing, prior to Noon address not later than 2:30 P.M. (New York City time) on the date of such Borrowing. (c) Unless the Administrative Agent shall have received notice from a Bank prior to the time of any Borrowing that such Bank will not make available to the Administrative Agent such Bank's share of such Borrowing, the Administrative Agent may assume that such Bank has made such share available to the Administrative Agent on the date of such Borrowing in accordance with subsections subsection (b) and (c) of this Section 2.04 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such share available to the Administrative Agent, such Bank and and, if such Bank shall not have made such payment within two Domestic Business Days of demand therefor, the Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of the Borrower, a rate per annum equal to the higher of the Federal Funds Rate and the interest rate applicable thereto pursuant to Section 2.07 and (ii) in the case of such Bank, the Federal Funds Rate. If such Bank shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Bank's Loan included in such Borrowing for purposes of this Agreement. If . (d) The failure of any Bank to make the Borrower Loan to be made by it as part of any Borrowing shall have repaid such corresponding amount not relieve any other Bank of its obligation, if any, hereunder to make a Loan on the date of such BankBorrowing, such but no Bank shall reimburse be responsible for the Borrower for failure of any loss on account thereof incurred other Bank to make a Loan to be made by the Borrowersuch other Bank.

Notice to Banks; Funding of Loans. (a) Upon receipt of a Notice of Borrowing, the Administrative Agent shall promptly notify each Bank of the contents thereof and of such Bank's ’s share (if any) of such Borrowing and such Notice of Borrowing shall not thereafter be revocable by the Borrower. (b) Not later than 1:00 P.M. 1:30 p.m. (New York City Chicago, Illinois time) on the date of each Borrowing, each Bank participating therein shall (except as provided in subsection (c) of this Section) make available its share of such Borrowing, in Federal or other funds immediately available in New York Cityavailable, to the Administrative Agent at its address referred to in Section 10.01Payment Office. Unless the Administrative Agent determines that any applicable condition specified in Article 3 has not been satisfied, as determined by the Agent in accordance with Article 3, the Administrative Agent will make the funds so received from the Banks immediately available to the Borrower at the Agent's aforesaid addressPayment Office. (c) If any Bank makes a new Loan hereunder to the Borrower on a day on which the Borrower is to repay all or any part of an outstanding Loan from such Bank, such Bank shall apply the proceeds of its new Loan to make such repayment and only an amount equal to the difference (if any) between the amount being borrowed by the Borrower and the amount being repaid shall be made available by such Bank to the Agent as provided in subsection (b) of this Section, or remitted by the Borrower to the Agent as provided in Section 2.12, as the case may be. (d) Unless the Administrative Agent shall have received notice from a Bank prior to the date of any Borrowing (or, in the case of a Base Rate Borrowing, prior to Noon (New York City time) on the date of such Borrowing) that such Bank will not make available to the Administrative Agent such Bank's ’s share of such Borrowing, the Administrative Agent may assume that such Bank has made such share available to the Administrative Agent on the date of such Borrowing in accordance with subsections subsection (b) and (c) of this Section 2.04 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such share available to the Administrative Agent, such Bank and the Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of the Borrower, a rate per annum equal to the higher of the Federal Funds Rate and the interest rate applicable thereto pursuant to Section 2.07 2.6 and (ii) in the case of such Bank, the Federal Funds Rate. If such Bank shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Bank's ’s Loan included in such Borrowing for purposes of this Agreement. If the Borrower shall have repaid such corresponding amount of such Bank, such Bank shall reimburse the Borrower for any loss on account thereof incurred by the Borrower.

Notice to Banks; Funding of Loans. (a) Upon receipt of a Notice of Borrowing, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's share (if any) of such Borrowing and such Notice of Borrowing shall not thereafter be revocable by the Borrower. (b) Not later than 1:00 2:00 P.M. (New York City time) on the date of each Borrowing, each Bank participating therein shall (except as provided in subsection (c) of this Section) make available its share of such Borrowing, in Federal or other funds immediately available in New York City, to the Agent at its address referred to in Section 10.019.01. Unless the Agent determines that any applicable condition specified in Article 3 has not been satisfied, as determined by the Agent satisfied or waived in accordance with Article 3Section 9.05, the Agent will make the funds so received from the Banks immediately available to the Borrower at no later than 3:00 P.M. (New York City time) on such date, in Federal or other funds immediately available in New York City, as directed by the Agent's aforesaid addressBorrower. (c) If any Bank makes a new Loan hereunder to the Borrower on a day on which the Borrower is to repay all or any part of an outstanding Loan from such Bank, such Bank shall apply the proceeds of its new Loan to make such repayment and only an amount equal to the difference (if any) between the amount being borrowed by the Borrower and the amount being repaid shall be made available by such Bank to the Agent as provided in subsection (b) of this Section, or remitted by the Borrower to the Agent as provided in Section 2.12, as the case may be. (d) Unless the Agent shall have received notice from a Bank prior to the date of any Borrowing (or, in the case of a Base Rate Borrowing, prior to Noon (New York City time) on the date of such Borrowing) that such Bank will not make available to the Agent such Bank's share of such Borrowing, the Agent may assume that such Bank has made such share available to the Agent on the date of such Borrowing in accordance with subsections subsection (b) and (c) of this Section 2.04 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such share available to the Agent, such Bank and and, if such Bank shall not have paid such amount to the Agent within two Domestic Business Days of the Agent's demand therefor, the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of the Borrower, a rate per annum equal to the higher of the Federal Funds Rate and the interest rate applicable thereto pursuant to Section 2.07 and (ii) in the case of such Bank, the Federal Funds Rate. If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank's Loan included in such Borrowing for purposes of this Agreement. If . (d) The failure of any Bank to make any Loan to be made by it on the Borrower date specified therefor shall have repaid not relieve any other Bank of any obligation to make a Loan on such corresponding amount of such Bank, such Bank shall reimburse the Borrower for any loss on account thereof incurred by the Borrowerdate.

Notice to Banks; Funding of Loans. (a) Upon receipt of a Notice of Borrowing, the Administrative Agent shall promptly notify each Bank of the contents thereof and of such Bank's ’s share (if any) of such Borrowing and such Notice of Borrowing shall not thereafter be revocable by the Borrower. (b) Not later than 1:00 P.M. (x) 2:00 p.m. (New York City time) on the date of each Domestic Borrowing, or (y) 11:00 a.m. (New York City time) on the date of each Alternate Currency Borrowing, each Bank participating therein shall (except as provided in subsection (c) of this Section) make available its share of such Borrowing to the Administrative Agent (i) in the case of each Domestic Borrowing, at such location in Federal New York City as specified on Schedule 1 or other otherwise specified from time to time by the Administrative Agent (the “Domestic Funding Office”), or (ii) in the case of each Alternate Currency Borrowing, at such location in London as specified on Schedule 1 or otherwise specified from time to time by the Administrative Agent (the “Alternate Currency Funding Office”), in each case in funds immediately available in New York City, to the Agent at its address referred to in Section 10.01such location. Unless the Administrative Agent determines that any applicable condition specified in Article 3 has not been satisfied, as determined by the Agent in accordance with Article 3, the Administrative Agent will make the funds so received from the Banks immediately available to the Borrower or the applicable Co-Borrower at the Administrative Agent's ’s aforesaid addresslocation. Notwithstanding anything to the contrary herein contained, any Bank may cause its Alternate Currency Loans to be made by any branch affiliate or international banking facility of such Bank, provided, that such Bank shall remain responsible for all of its obligations hereunder and no additional taxes, costs or other burdens shall be imposed upon the Borrowers or the Administrative Agent as a result thereof. (c) If any Bank makes a new Loan hereunder to the Borrower or any Co-Borrower in a particular currency on a day on which the Borrower or such Co-Borrower, as the case may be, is to repay all or any part of an outstanding Loan from such BankBank in the same currency, such Bank shall apply the proceeds of its new Loan to make such repayment and only an amount equal to the difference (if any) between the amount being borrowed by the Borrower or such Co-Borrower, as the case may be, and the amount being repaid by the same Person shall be made available by such Bank to the Administrative Agent as provided in subsection (b) of this Section), or remitted by the Borrower or such Co-Borrower, as the case may be, to the Administrative Agent as provided in Section 2.12, as the case may be. (d) Unless the Administrative Agent shall have received notice from a Bank prior to the date time of any Borrowing (or, in the case of a Base Rate Borrowing, prior to Noon (New York City time) on the date of such Borrowing) that such Bank will not make available to the Administrative Agent such Bank's ’s share of such Borrowing, the Administrative Agent may assume that such Bank has made such share available to the Administrative Agent on the date of such Borrowing in accordance with subsections (b) and (c) of this Section 2.04 2.4 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower or the applicable Co-Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such share available to the AgentAdministrative Agent within three (3) Business Days of the Borrowing, such Bank and the Borrower or the applicable Co-Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount (in the applicable currency) together with interest (in the applicable currency) thereon, for each day from the date such amount is made available to the applicable Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of the Borrower or the applicable Co-Borrower, a rate per annum equal to (x) in the case of Domestic Borrowings, the higher of the Federal Funds Effective Rate and the interest rate applicable thereto pursuant to Section 2.07 2.7, or (y) in the case of Alternate Currency Borrowings the interest rate applicable thereto pursuant to Section 2.7, and (ii) in the case of such BankBank (x) in the case of Domestic Borrowings, the Federal Funds Effective Rate, or (y) in the case of Alternate Currency Borrowings, the interest rate applicable thereto pursuant to Section 2.7. If such Bank shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Bank's ’s Loan included in such Borrowing for purposes of this Agreement. If The provisions of this Section 2.4(d) shall not relieve any Bank of responsibility for its obligations under this Agreement or any default in the Borrower shall have repaid such corresponding amount of such Bank, such Bank shall reimburse the Borrower for any loss on account thereof incurred by the Borrowerperformance thereof.

Notice to Banks; Funding of Loans. (a) Upon receipt of a Notice of Borrowing, the Lead Agent shall promptly notify each Bank on the same day as it receives the Notice of Borrowing of the contents thereof and of such Bank's share (if any) of such Borrowing and such Notice of Borrowing shall not thereafter be revocable by the Borrower. (b) Not later than 1:00 2:00 P.M. (New York City time) on the date of each Borrowing, each Bank participating therein shall (except as provided in subsection (c) of this Section) make available its share of such Borrowing, in Federal or other funds immediately available in New York City, to the Lead Agent at its address referred to in Section 10.019.1. Unless any applicable condition specified in Article 3 has not been satisfied, as determined by the Agent in accordance with Article 3, the The Lead Agent will make the funds so received from the Banks immediately available to the Borrower at the Lead Agent's aforesaid address. Upon any change in any of the Commitments in accordance herewith, there shall be an automatic adjustment to such participations to reflect such changed shares. (c) If any Bank makes a new Loan hereunder to the Borrower on a day on which the Borrower is to repay all or any part of an outstanding Loan from such Bank, such Bank shall apply the proceeds of its new Loan to make such repayment and only an amount equal to the difference (if any) between the amount being borrowed by the Borrower and the amount being repaid shall be made available by such Bank to the Agent as provided in subsection (b) of this Section, or remitted by the Borrower to the Agent as provided in Section 2.12, as the case may be. (d) Unless the Lead Agent shall have received notice from a Bank prior to the date of any Borrowing (or, in the case of a Base Rate Borrowing, prior to Noon (New York City time) on the date of such Borrowing) that such Bank will not make available to the Lead Agent such Bank's share of such Borrowing, the Lead Agent may assume that such Bank has made such share available to the Lead Agent on the date of such Borrowing in accordance with subsections subsection (b) and (c) of this Section 2.04 2.3 and the Lead Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such share available to the Lead Agent, such Bank and the Borrower severally agree to repay to the Lead Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Lead Agent, at (i) in the case of the Borrower, a rate per annum equal to the higher of the Federal Funds Rate and the interest rate applicable thereto pursuant to Section 2.07 2.6 and (ii) in the case of such Bank, the Federal Funds Rate. If such Bank shall repay to the Lead Agent such corresponding amount, such amount so repaid shall constitute such Bank's Loan included in such Borrowing for purposes of this Agreement. If the Borrower shall have repaid such corresponding amount of such Bank, such Bank shall reimburse the Borrower for any loss on account thereof incurred by the Borrower.

Notice to Banks; Funding of Loans. (a) Upon receipt of a notice from Borrower in accordance with Section 2.2 hereof (each such notice being a "Notice of Borrowing") in the form of Exhibit I attached hereto, and, if the amount of the Borrowing would result in the outstanding Loans exceeding Loan Availability, based upon the most recent Compliance Certificate but also taking into account any additional Unsecured Debt which has been incurred subsequent to the most recent Compliance Certificate, an updated Compliance Certificate in accordance with Section 5.8(l) shall be delivered simultaneously therewith, the Administrative Agent shall promptly shall, on the date such Notice of Borrowing is received by the Administrative Agent, send each Bank a copy of the Notice of Borrowing and, if applicable, the Compliance Certificate, and notify each Bank of the contents thereof and of such Bank's share (if any) of such Borrowing Borrowing, of the interest rate determined pursuant thereto and the Interest Period(s) and such Notice of Borrowing shall not thereafter be revocable by the Borrower, unless Borrower shall pay any applicable expenses pursuant to Section 2.13. (b) Not later than 1:00 P.M. (New York City time) p.m. Pittsburgh time on the date of each Borrowing as indicated in the Notice of Borrowing, each Bank participating therein shall (except as provided in subsection (c) of this Section) make available its share of such Borrowing, Borrowing in Federal or other funds immediately available in New York CityPittsburgh, Pennsylvania, to the Administrative Agent at its address referred to in Section 10.019.1. Unless any applicable condition specified If the Borrower has requested the issuance of a Letter of Credit, no later than 12:00 Noon Pittsburgh time on the date of such issuance as indicated in Article 3 has not been satisfiedthe notice delivered pursuant to Section 2.2(b), the Fronting Bank shall issue such Letter of Credit in the amount so requested and deliver the same to or as determined directed by the Borrower with a copy thereof to the Administrative Agent. Promptly following receipt of a copy of each Letter of Credit, Administrative Agent in accordance with Article 3shall deliver a copy thereof to each Bank. Immediately upon the issuance of each Letter of Credit by the Fronting Bank, the Agent will make the funds so such Fronting Bank shall be deemed to have sold and transferred to each other Bank, and each such other Bank shall be deemed, and hereby agrees, to have irrevocably and unconditionally purchased and received from the Banks immediately Fronting Bank, without recourse or warranty, an undivided interest and a participation in such Letter of Credit, any drawing thereunder, and the obligations of the Borrower hereunder with respect thereto, and any security therefor or guaranty pertaining thereto, in an amount equal to such Bank's ratable share thereof (based upon the ratio its Commitment bears to the aggregate of all Commitments). Upon any change in any of the Commitments in accordance herewith, there shall be an automatic adjustment to such participations to reflect such changed shares. The Fronting Bank shall have the primary obligation to fund any and all draws made with respect to such Letter of Credit notwithstanding any failure of a participating Bank to fund its ratable share of any such draw. The Administrative Agent will instruct the Fronting Bank to make such Letter of Credit available to or as directed by the Borrower and the Fronting Bank shall make such Letter of Credit available to or as directed by the Borrower at the AgentBorrower's aforesaid addressaddress or at such address in the United States as Borrower shall request on the date of the Borrowing. (c) If any Bank makes a new Loan hereunder to the Borrower on a day on which the Borrower is to repay all or any part of an outstanding Loan from such Bank, such Bank shall apply the proceeds of its new Loan to make such repayment and only an amount equal to the difference (if any) between the amount being borrowed by the Borrower and the amount being repaid shall be made available by such Bank to the Agent as provided in subsection (b) of this Section, or remitted by the Borrower to the Agent as provided in Section 2.12, as the case may be. (d) Unless the Administrative Agent shall have received notice from a Bank prior to the date of any Borrowing (or, in the case of a Base Rate Borrowing, prior to Noon (New York City time) on the date of such Borrowing) that such Bank will not make available to the Administrative Agent such Bank's share of such Borrowing, the Administrative Agent may assume that such Bank has made such share available to the Administrative Agent on the date of such Borrowing in accordance with subsections (b) and (c) of this Section 2.04 2.4(b), and the Administrative Agent may, in reliance upon such assumption, but shall not be obligated to, make available to the Borrower on such date a corresponding amountamount on behalf of such Bank. If and to the extent that such Bank shall not have so made such share available to the Administrative Agent, such Bank and the Borrower severally agree to repay to the Administrative Agent forthwith on demand demand, and in the case of the Borrower one (1) Domestic Business Day after demand, such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of the Borrower, a rate per annum equal to the higher of the Federal Funds Rate and the interest rate applicable thereto pursuant to Section 2.07 2.7 and (ii) in the case of such Bank, the Federal Funds Rate. If such Bank shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Bank's Loan included in such Borrowing for the purposes of this Agreement. If . (d) The failure of any Bank to make available to the Borrower Administrative Agent its share of any Borrowing shall have repaid such corresponding amount not relieve any other Bank of its obligation to fund its share of such Bank, such Bank shall reimburse the Borrower for any loss on account thereof incurred by the BorrowerBorrowing.

Notice to Banks; Funding of Loans. (a) Upon receipt of a Notice of Borrowing, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's share (if any) of such Borrowing and such Notice of Borrowing shall not thereafter be revocable by the Borrower. (b) Not later than 1:00 P.M. (New York City time) on the date of each Borrowing, each Bank participating therein shall (except as provided in subsection (c) of this Section) make available its share of such Borrowing, in Federal or other funds immediately available in New York City, to the Agent at its address referred to in Section 10.01. Unless any applicable condition specified in Article 3 has not been satisfied, as determined by the Agent in accordance with Article 3, the Agent will make the funds so received from the Banks immediately available to the Borrower at the Agent's aforesaid address. (c) If any Bank makes a new Loan hereunder to the a Borrower on a day on which the Borrower is to repay all or any part of an outstanding Loan from such Bank, such Bank shall apply the proceeds of its new Loan to make such repayment and only an amount equal to the difference (if any) between the amount being borrowed by the such Borrower and the amount being repaid shall be made available by such Bank to the Agent as provided in subsection (b) of this Section, or remitted by the such Borrower to the Agent as provided in Section 2.12, as the case may be. (d) Unless the Agent shall have received notice from a Bank prior to the date of any Borrowing (or, in the case of a Base Rate Borrowing, prior to Noon (New York City time) on the date of such Borrowing) that such Bank will not make available to the Agent such Bank's share of such Borrowing, the Agent may assume that such Bank has made such share available to the Agent on the date of such Borrowing in accordance with subsections (b) and (c) of this Section 2.04 and the Agent may, in reliance upon such assumption, make available to the relevant Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such share available to the Agent, such Bank and the such Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the such Borrower until the date such amount is repaid to the Agent, at (i) in the case of the such Borrower, a rate per annum equal to the higher of the Federal Funds Rate and the interest rate applicable thereto pursuant to Section 2.07 and (ii) in the case of such Bank, the Federal Funds Rate. If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank's Loan included in such Borrowing for purposes of this Agreement. If the such Borrower shall have repaid such corresponding amount of such Bank, such Bank shall reimburse the such Borrower for any loss on account thereof incurred by the such Borrower.

Notice to Banks; Funding of Loans. (a) Upon receipt of a Notice of Borrowing, the Administrative Agent shall promptly notify each Bank of the contents thereof and of such Bank's share (if any) of such Borrowing and such Notice of Borrowing shall not thereafter be revocable by the Borrower. (b) Not later than 1:00 P.M. (New York City time) on the date of each Borrowing, each Bank participating therein shall (except as provided in subsection (c) of this Section) make available its share of such Borrowing, in Federal or other funds immediately available in New York City, to the Administrative Agent at its address referred to in Section 10.019.01. Unless the Administrative Agent determines that any applicable condition specified in Article 3 has not been satisfiedsatisfied (which determination may, as determined in the case of Section 3.03(c), be based in part on information supplied by the LC Agent in accordance with Article 3on the date of such Borrowing as to the Aggregate LC Exposure on such date), the Administrative Agent will make shall (i) apply the funds so received from the Banks immediately to repay all Swingline Loans (if any) then outstanding, together with interest accrued thereon and any other associated expenses, and (ii) make the remainder of such funds available to the Borrower not later than 2:00 P.M. (New York City time) at the Administrative Agent's aforesaid address. (c) If any Bank makes a new Loan hereunder to the Borrower on a day on which the Borrower is to repay all or any part of an outstanding Loan from such Bank, such Bank shall apply the proceeds of its new Loan to make such repayment and only an amount equal to the difference (if any) between the amount being borrowed by the Borrower and the amount being repaid shall be made available by such Bank to the Agent as provided in subsection (b) of this Section, or remitted by the Borrower to the Agent as provided in Section 2.12, as the case may be. (d) Unless the Administrative Agent shall have received notice from a Bank prior to the date of any Borrowing (or, in the case of a Base Rate Borrowing, prior to Noon (New York City time) on the date of such Borrowing) that such Bank will not make available to the Administrative Agent such Bank's share of such Borrowing, the Administrative Agent may assume that such Bank has made such share available to the Administrative Agent on the date of such Borrowing in accordance with subsections subsection (b) and (c) of this Section 2.04 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such share available to the Administrative Agent, such Bank and the Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of the Borrower, a rate per annum equal to the higher of the Federal Funds Rate and the interest rate applicable thereto pursuant to Section 2.07 and (ii) in the case of such Bank, the Federal Funds Rate. If such Bank shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Bank's Loan included in such Borrowing for purposes of this Agreement. If the Borrower shall have repaid such corresponding amount of such Bank, such Bank shall reimburse the Borrower for any loss on account thereof incurred by the Borrower.

Notice to Banks; Funding of Loans. (a) Upon receipt of a Notice of BorrowingBorrowing in accordance with Section 2.2, the Administrative Agent shall promptly notify each Applicable Bank of the contents thereof and of such Bank's share (’s ratable share, if any) , of such Borrowing and such Borrowing. Such Notice of Borrowing shall not thereafter be revocable by the Borrowerborrowing Borrower and shall obligate the borrowing Borrower to accept the Loans requested from the Banks on the Borrowing Date. (b) Not later than 1:00 P.M. 4:00 p.m. (New York City time) on the date Borrowing Date of each Borrowing, each Applicable Bank participating therein shall (except make available its share, if any, of such Borrowing solely by wire transfer of immediately available funds to the account of the Administrative Agent most recently designated by it for such purposes by notice to the Banks, provided that Swing Line Advances shall be made as provided in subsection (c) of this Section) make available its share of such Borrowing, in Federal or other funds immediately available in New York City, to the Agent at its address referred to in Section 10.012.2. Unless the Administrative Agent determines that any applicable condition specified in Article 3 III has not been satisfied, as determined by the Agent in accordance with Article 3, the Administrative Agent will make its share of such Borrowing and the funds so received from in the Banks immediately aforesaid account of the Administrative Agent available to the borrowing Borrower at as noticed to the Agent's aforesaid addressAdministrative Agent with the name of its custodian and payment instructions (including ABA number and demand deposit account number) on the Borrowing Date. The failure or refusal of any Bank to make available to the Administrative Agent as provided herein its share of any Borrowing shall not relieve any other Bank from its several obligations hereunder. (c) If any Bank makes Committed Loan is to be made to a new Loan Borrower hereunder to the Borrower on a day on which the any Swing Line Advance to such Borrower is to repay all or any part of an outstanding Loan from such Bankoutstanding, such Bank shall apply the proceeds of its new such Committed Loan shall be applied first to make the repayment of such repayment outstanding Swing Line Advances to such Borrower, and only an amount equal to the difference (if any) between the amount being borrowed by the Borrower and the amount such Swing Line Advances being repaid shall be made available to such Borrower by such Bank to the Administrative Agent as provided in subsection clause (b) of this Section, or remitted by the Borrower to the Agent as provided in Section 2.12, as the case may be2.3. (d) Unless the Administrative Agent shall have received notice from a Bank prior to the date of any Borrowing (or, in the case of a Base Rate Borrowing, prior to Noon (New York City time) on the date of such Borrowing) Date that such Bank will not make available to the Administrative Agent such Bank's ’s share of such Borrowing, the Administrative Agent may assume that such Bank has made such share available to the Administrative Agent on the date of such Borrowing Date in accordance with subsections clause (b) and (c) of this Section 2.04 2.3 and the Administrative Agent maymay (but it shall not be required to), in reliance upon such assumption, make available to the borrowing Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such share available to the Administrative Agent, such Bank and the borrowing Borrower severally agree to repay to the Agent forthwith on Administrative Agent, within three days after demand by the Administrative Agent, such corresponding amount amount, together with interest thereon, for each day from the date such amount is made available to the borrowing Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of the borrowing Borrower, a rate per annum equal to the higher of the Federal Funds Rate and the interest rate applicable thereto pursuant to Section 2.07 2.8 and (ii) in the case of such Bank, the greater of the Federal Funds Effective Rate or the Overnight Bank Funding Rate. If such Bank shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Bank's ’s Loan included in such Borrowing for purposes of this Agreement. If the Borrower shall have repaid such corresponding amount of such Bank, such Bank shall reimburse the Borrower for any loss on account thereof incurred by the Borrower.

Notice to Banks; Funding of Loans. (a) Upon receipt of a Notice of BorrowingBorrowing or an oral request for a Borrowing in accordance with Section 2.2, the Administrative Agent shall promptly notify each Bank of the contents thereof and of such Bank's share (’s ratable share, if any) , of such Borrowing and such Borrowing. Such Notice of Borrowing or oral request shall not thereafter be revocable by the Borrowerborrowing Borrower and shall obligate the borrowing Borrower to accept the Loans requested from the Banks on the Borrowing Date. (b) Not later than 1:00 P.M. 4:00 p.m. (New York City time) on the date Borrowing Date of each Borrowing, each Bank participating therein shall (except make available its share, if any, of such Borrowing solely by wire transfer of immediately available funds to the account of the Administrative Agent most recently designated by it for such purposes by notice to the Lenders, provided that Swing Line Advances shall be made as provided in subsection (c) of this Section) make available its share of such Borrowing, in Federal or other funds immediately available in New York City, to the Agent at its address referred to in Section 10.012.2. Unless the Administrative Agent determines that any applicable condition specified in Article 3 III has not been satisfied, as determined by the Agent in accordance with Article 3, the Administrative Agent will make its share of such Borrowing and the funds so received from in the Banks immediately aforesaid account of the Administrative Agent available to the borrowing Borrower at as noticed to the Agent's aforesaid addressAdministrative Agent with the name of its custodian and payment instructions (including ABA number and demand deposit account number) on the Borrowing Date. The failure or refusal of any Bank to make available to the Administrative Agent as provided herein its share of any Borrowing shall not relieve any other Bank from its several obligations hereunder. (c) If any Bank makes Committed Loan is to be made to a new Loan Borrower hereunder to the Borrower on a day on which the any Swing Line Advance to such Borrower is to repay all or any part of an outstanding Loan from such Bankoutstanding, such Bank shall apply the proceeds of its new such Committed Loan shall be applied first to make the repayment of the outstanding Swing Line Advances to such repayment Borrower, and only an amount equal to the difference (if any) between the amount being borrowed by the Borrower and the amount Swing Line Advances being repaid shall be made available to such Borrower by such Bank to the Administrative Agent as provided in subsection clause (b) of this Section, or remitted by the Borrower to the Agent as provided in Section 2.12, as the case may be2.3. (d) Unless the Administrative Agent shall have received notice from a Bank prior to the date of any Borrowing (or, in the case of a Base Rate Borrowing, prior to Noon (New York City time) on the date of such Borrowing) Date that such Bank will not make available to the Administrative Agent such Bank's ’s share of such Borrowing, the Administrative Agent may assume that such Bank has made such share available to the Administrative Agent on the date of such Borrowing Date in accordance with subsections clause (b) and (c) of this Section 2.04 and the Administrative Agent maymay (but it shall not be required to), in reliance upon such assumption, make available to the borrowing Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such share available to the Administrative Agent, such Bank and the borrowing Borrower severally agree to repay to the Agent forthwith on Administrative Agent, within three days after demand by the Administrative Agent, such corresponding amount amount, together with interest thereon, for each day from the date such amount is made available to the borrowing Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of the borrowing Borrower, a rate per annum equal to the higher of the Federal Funds Rate and the interest rate applicable thereto pursuant to Section 2.07 2.8 and (ii) in the case of such Bank, the Federal Funds Rate. If such Bank shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Bank's ’s Loan included in such Borrowing for purposes of this Agreement. If the Borrower shall have repaid such corresponding amount of such Bank, such Bank shall reimburse the Borrower for any loss on account thereof incurred by the Borrower.

Notice to Banks; Funding of Loans. (a) Upon receipt of a Notice of BorrowingBorrowing or an oral request for a borrowing in accordance with Section 2.02 hereof from any Borrower, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ’s ratable share (if anybased on Commitment Percentages) of such Borrowing and such borrowing. Such Notice of Borrowing or oral request shall not thereafter be revocable by such Borrower and shall obligate such Borrower to accept the BorrowerLoans requested by it from the Banks on the date of such borrowing. (b) Not later than 1:00 P.M. 2:00 p.m. (New York City Eastern time) on the date Borrowing Date of each Borrowingborrowing of Loans by a Borrower, each Bank participating therein shall (except as provided in subsection (c) of this Section) make available its share of such Borrowingborrowing, in Federal or other funds immediately available in New York CityBoston, to the Agent at its address referred to in Section 10.019.01 hereof. Unless the Agent determines that any applicable condition specified in Article 3 ARTICLE III hereof has not been satisfied, as determined by the Agent in accordance with Article 3satisfied or waived, the Agent will make its share (in its capacity as a Bank) of such borrowing and the funds so received from the other Banks immediately available to the such Borrower at the Agent's ’s aforesaid address, on the date of the borrowing. The failure or refusal of any Bank to make available to the Agent as provided herein its share of any borrowing of Loans shall not relieve any other Bank from its several obligations hereunder. (c) If any Bank makes a new Loan hereunder to the a Borrower on a day on which the such Borrower is to repay all or any part the principal amount of an outstanding Loan from to such Bank, such the Bank shall apply the proceeds of its new Loan to make such repayment and only an amount equal to the difference (if any) between the amount being borrowed by the Borrower and the amount being repaid shall be made available by such Bank to the Agent as provided in subsection clause (ba) of this Section, or remitted by the such Borrower to the Agent for the account of such Bank as provided in Section 2.122.09 hereof, as the case may be. (d) Unless the Agent shall have received notice from a Bank prior to the any date of any Borrowing (or, in the case of a Base Rate Borrowing, prior to Noon (New York City time) on the date of such Borrowing) borrowing that such Bank will not make available to the Agent such Bank's ’s share of such Borrowingborrowing of Loans, the Agent may assume that such Bank has made such share available to the Agent on the such date of such Borrowing in accordance with subsections (bSection 2.03(b) and (c) of this Section 2.04 hereof and the Agent maymay (but it shall not be required to), in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such share available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on Agent, within three days after demand by the Agent, such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of the Borrower, a rate per annum equal to the higher of the Federal Funds Rate and the interest rate applicable thereto pursuant to Section 2.07 2.06 hereof and (ii) in the case of such Bank, the Federal Funds Rate. If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank's ’s Loan included in such Borrowing borrowing for purposes of this Agreement. If the Borrower The provisions of this Section 2.03(d) hereof shall have repaid such corresponding amount of such Bank, not relieve any such Bank shall reimburse the Borrower for from any loss on account thereof incurred by liability to the Borrower.

Notice to Banks; Funding of Loans. (a) Upon receipt of a Notice of Borrowing, the Administrative Agent shall promptly notify each Bank of the contents thereof and of such Bank's ’s share (if any) of such Borrowing and such Notice of Borrowing shall not thereafter be revocable by the BorrowerCompany. (b) Not later than 1:00 P.M. 12:00 Noon (New York City time) on the date of each Borrowing, each Bank participating therein shall (except as provided in subsection (c) of this Section) make available its share of such Borrowing, in Federal or other funds immediately available in New York City, to the Administrative Agent at its address referred to in Section 10.019.01. Unless the Administrative Agent determines that any applicable condition specified in Article 3 has not been satisfied, as determined by the Agent in accordance with Article 3, the Administrative Agent will make the funds so received from the Banks immediately available to the Borrower Company at the Administrative Agent's ’s aforesaid address. (c) If any Bank makes a new Loan hereunder to the Borrower on a day on which the Borrower Company is to repay all or any part of an outstanding Loan from such Bank, such Bank shall apply the proceeds of its new Loan to make such repayment and only an amount equal to the difference (if any) between the amount being borrowed by the Borrower and the amount being repaid shall be made available by such Bank to the Administrative Agent as provided in subsection (b) of this Section), or remitted by the Borrower Company to the Administrative Agent as provided in Section 2.122.11, as the case may be. (d) Unless the Administrative Agent shall have received notice from a Bank prior to the date of any Borrowing (or, in the case of a Base Rate Borrowing, prior to 12:00 Noon (New York City time) on the date of such Borrowing) that such Bank will not make available to the Administrative Agent such Bank's ’s share of such Borrowing, the Administrative Agent may assume that such Bank has made such share available to the Administrative Agent on the date of such Borrowing in accordance with subsections (b) and (c) of this Section 2.04 2.03 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower Company on such date a corresponding amount. If and to the extent that such Bank shall not have so made such share available to the Administrative Agent, such Bank and the Borrower Company severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower Company until the date such amount is repaid to the Administrative Agent, at (i) in the case of the BorrowerCompany, a rate per annum equal to the higher of the Federal Funds Rate and the interest rate applicable thereto pursuant to Section 2.07 2.06 and (ii) in the case of such Bank, the Federal Funds Rate. If such Bank shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Bank's ’s Loan included in such Borrowing for purposes of this Agreement. If the Borrower shall have repaid such corresponding amount of such Bank, such Bank shall reimburse the Borrower for any loss on account thereof incurred by the Borrower.

Notice to Banks; Funding of Loans. (a) Upon receipt of a Notice of Borrowing, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ’s share (if any) of such Borrowing Borrowing, and such Notice if no timely notice of Borrowing shall not thereafter be revocable a conversion or continuation is provided by the Borrower, the Agent shall notify each Bank of the details of any automatic conversion to Euro-Dollar Loans having an Interest Period of one (1) month described in Section 2.02(a). (b) Not later than 1:00 3:00 P.M. (New York City time) on the date of each Borrowing, each Bank participating therein shall (except as provided in subsection (c) of this SectionSection 2.03) make available its share of such Borrowing, in Federal or other funds immediately available in New York Cityfunds, to the Agent at its address referred to in Section 10.019.01. Unless the Agent determines that any applicable condition specified in Article 3 has not been satisfied, as determined by the Agent in accordance with Article 3, the Agent will make the funds so received from the Banks immediately available to the Borrower at the Agent's ’s aforesaid address. (c) If any Bank makes a new Loan hereunder to the Borrower on a day on which the Borrower is to repay all or any part of an outstanding Loan from such Bank, such Bank shall apply the proceeds of its new Loan to make such repayment and only an amount equal to the difference (if any) between the amount being borrowed by the Borrower and the amount being repaid shall be made available by such Bank to the Agent as provided in subsection (b) of this Section, or remitted by the Borrower to the Agent as provided in Section 2.12, as the case may be. (d) Unless the Agent shall have received notice from a Bank prior to the date of any Borrowing (or, in the case of a Base Rate Borrowing, prior to Noon (New York City time) on the date of such Borrowing) that such Bank will not make available to the Agent such Bank's ’s share of such Borrowing, the Agent may assume that such Bank has made such share available to the Agent on the date of such Borrowing in accordance with subsections subsection (b) and (c) of this Section 2.04 2.03 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such share available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of the Borrower, a rate per annum equal to the higher of the Federal Funds Rate and or the interest rate applicable thereto pursuant to Section 2.07 2.06 and (ii) in the case of such Bank, the Federal Funds Rate. If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank's ’s Loan included in such Borrowing for purposes of this Agreement. If The failure of any Bank to make available its share of any Borrowing shall not relieve any other Bank of its corresponding obligation to do so on the Borrower shall have repaid such corresponding amount of such Bankdate when due, such and no Bank shall reimburse be responsible for the Borrower for failure of any loss on account thereof incurred by the Borrowerother Bank to so make its share available.

Notice to Banks; Funding of Loans. (a) Upon receipt of a Notice of Borrowing, the Administrative Agent shall promptly notify each Bank of the contents thereof and of such Bank's share (if any) of such Borrowing and such Notice of Borrowing shall not thereafter be revocable by the Borrower. (b) Not later than 12:00 Noon (or 1:00 P.M. P.M., in the case of a same day Base Rate Borrowing) (New York City time) on the date of each BorrowingBorrowing (that is not a Conversion or Continuation), each Bank participating therein shall (except as provided in subsection (c) of this Section) make available its share of such Borrowing, in Federal or other funds immediately available in New York City, to the Administrative Agent for account of the Borrower, at account number 323-5-09118 maintained by the Administrative Agent with JPMCB at its address referred xxxxxxx xxxerred to in Section 10.019.1 (or to such other account as the Administrative Agent shall advise the Banks in writing). Unless the Administrative Agent determines that any applicable condition specified in Article 3 has not been satisfied, as determined by the Agent in accordance with Article 3, the Administrative Agent will make the funds so received from the Banks immediately available to the Borrower by depositing the same, in immediately available funds, in an account of the Borrower designated by the Borrower maintained by it with JPMCB at the Agent's aforesaid address. (c) If any Bank makes a new Loan hereunder to the Borrower on a day on which the Borrower is to repay all or any part of an outstanding Loan from such Bank, such Bank shall apply the proceeds of its new Loan to make such repayment and only an amount equal to the difference (if any) between the amount being borrowed by the Borrower and the amount being repaid shall be made available by such Bank to the Agent as provided in subsection (b) of this Section, or remitted by the Borrower to the Agent as provided in Section 2.12, as the case may be. (d) Unless the Administrative Agent shall have received notice from a Bank prior to the date time of any Borrowing (or, in the case of that is not a Base Rate Borrowing, prior to Noon (New York City time) on the date of such BorrowingConversion or Continuation) that such Bank will not make available to the Administrative Agent such Bank's share of such Borrowing, the Administrative Agent may assume that such Bank has made such share available to the Administrative Agent on the date of such Borrowing in accordance with subsections subsection (b) and (c) of this Section 2.04 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such share available to the Administrative Agent, such Bank and the Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of the Borrower, a rate per annum equal to the higher of the Federal Funds Rate and the interest rate applicable thereto pursuant to Section 2.07 2.7 and (ii) in the case of such Bank, the Federal Funds Rate. If such Bank shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Bank's Loan included in such Borrowing for purposes of this Agreement. If the Borrower shall have repaid such corresponding amount of such Bank, such Bank shall reimburse the Borrower for any loss on account thereof incurred by the Borrower.

Notice to Banks; Funding of Loans. (a) Upon receipt of a Notice of Borrowing, the Administrative Agent shall promptly notify each Bank of the contents thereof (including the name of the Borrower) and of such Bank's share (if any) of such Borrowing and such Notice of Borrowing shall not thereafter be revocable by the such Borrower. (b) Not later than 1:00 P.M. (New York City time) on On the date of each Borrowing, each Bank participating therein shall shall: (except as provided i) if such Borrowing is to be made in subsection (c) of this Section) Dollars, make available its share of such BorrowingBorrowing in Dollars, not later than 12:00 Noon (New York City time), in Federal or other funds immediately available in New York City, to the Administrative Agent at its address in New York City referred to in Section 10.0111.01; or (ii) if such Borrowing is to be made in an Alternative Currency, make available its share of such Borrowing in such Alternative Currency (in such funds as may then be customary for the settlement of international transactions in such Alternative Currency) to the account of the Administrative Agent at such time and place as shall have been notified by the Administrative Agent to the Banks by not less than four Domestic Business Days' notice. Unless the Administrative Agent determines that any applicable condition specified in Article 3 has not been satisfied, as determined by the Agent in accordance with Article 3, the Administrative Agent will make the funds so received from the Banks immediately available to the relevant Borrower at the Agent's aforesaid addressaddress or place. (c) If any Bank makes a new Loan hereunder to the Borrower on a day on which the Borrower is to repay all or any part of an outstanding Loan from such Bank, such Bank shall apply the proceeds of its new Loan to make such repayment and only an amount equal to the difference (if any) between the amount being borrowed by the Borrower and the amount being repaid shall be made available by such Bank to the Agent as provided in subsection (b) of this Section, or remitted by the Borrower to the Agent as provided in Section 2.12, as the case may be. (d) Unless the Administrative Agent shall have received notice from a Bank prior to the date of any Borrowing (or, in the case of a Base Rate Borrowing, prior to Noon (New York City time) on the date of such Borrowing) that such Bank will not make available to the Administrative Agent such Bank's share of such Borrowing, the Administrative Agent may assume that such Bank has made such share available to the Administrative Agent on the date of such Borrowing in accordance with subsections subsection (b) and (c) of this Section 2.04 and the Administrative Agent may, in reliance upon such assumption, make available to the relevant Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such share available to the Administrative Agent, such Bank and the such Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the such Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of the such Borrower, a rate per annum equal to the higher of the Federal Funds Rate and the interest rate applicable thereto pursuant to Section 2.07 and (ii) in the case of such Bank, the Federal Funds RateRate (if such Borrowing is in Dollars) or the applicable London Interbank Offered Rate (if such Borrowing is in an Alternative Currency). If such Bank shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Bank's Loan included in such Borrowing for purposes of this Agreement. If the Borrower shall have repaid such corresponding amount of such Bank, such Bank shall reimburse the Borrower for any loss on account thereof incurred by the Borrower.

Notice to Banks; Funding of Loans. (a) Upon receipt of a Notice of Borrowing, the Administrative Agent shall promptly notify each Bank of the contents thereof and of such Bank's share (if any) of such Borrowing and such Notice of Borrowing shall not thereafter be revocable by the Borrower. (b) Not later than 1:00 P.M. 12:00 Noon (New York City time) on the date of each Borrowing, each Bank participating therein shall (except as provided in subsection (c) of this Section) make available its share of such Borrowing, in Federal or other funds immediately available in New York City, to the Administrative Agent at its address referred to in Section 10.019.01. Unless the Administrative Agent determines that any applicable condition specified in Article 3 has not been satisfied, as determined by the Agent in accordance with Article 3, the Administrative Agent will make the funds so received from the Banks immediately available to the Borrower at the Administrative Agent's aforesaid address. (c) If any Bank makes a new Loan hereunder to the Borrower on a day on which the Borrower is to repay all or any part of an outstanding Loan from such Bank, such Bank shall apply the proceeds of its new Loan to make such repayment and only an amount equal to the difference (if any) between the amount being borrowed by the Borrower and the amount being repaid shall be made available by such Bank to the Agent as provided in subsection (b) of this Section, or remitted by the Borrower to the Agent as provided in Section 2.12, as the case may be. (d) Unless the Administrative Agent shall have received notice from a Bank prior to the date of any Borrowing (or, in the case of a Base Rate Borrowing, prior to Noon (New York City time) on the date of such Borrowing) that such Bank will not make available to the Administrative Agent such Bank's share of such Borrowing, the Administrative Agent may assume that such Bank has made such share available to the Administrative Agent on the date of such Borrowing in accordance with subsections subsection (b) and (c) of this Section 2.04 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such share available to the Administrative Agent, such Bank and and, if such Bank shall fail to do so within one Domestic Business Day, the Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of the Borrower, a rate per annum equal to the higher of the Federal Funds Rate and the interest rate applicable thereto pursuant to Section 2.07 and (ii) in the case of such Bank, the Federal Funds Rate. If such Bank shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Bank's Loan included in such Borrowing for purposes of this Agreement. If the Borrower shall have repaid such corresponding amount of such Bank, such Bank shall reimburse the Borrower for any loss on account thereof incurred by the Borrower.

Notice to Banks; Funding of Loans. (a) Upon receipt of a Notice of Borrowing, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's share (if any) of such Borrowing and such Notice of Borrowing shall not thereafter be revocable by the Borrower. (b) Not later than 1:00 P.M. (New York City time) on the date of each Borrowing, each Bank participating therein shall (except as provided in subsection (c) of this Section) make available its share of such Borrowing, in Federal or other funds immediately available in New York City, to the Agent at its address referred specified in or pursuant to in Section 10.019.01. Unless the Agent determines that any applicable condition specified in Article 3 III has not been satisfied, as determined by the Agent in accordance with Article 3, the Agent will make the funds so received from the Banks immediately available to the Borrower at the Agent's aforesaid address. (c) If any Bank makes a new Loan hereunder to the Borrower on a day on which the Borrower is to repay all or any part of an outstanding Loan from such Bank, such Bank shall apply the proceeds of its new Loan to make such repayment and only an amount equal to the difference (if any) between the amount being borrowed by the Borrower and the amount being repaid shall be made available by such Bank to the Agent as provided in subsection (b) of this Section), or remitted by the Borrower to the Agent as provided in Section 2.12, as the case may be. (d) Unless the Agent shall have received notice from a been notified by any Bank prior to the date of any Borrowing (or, in the case of a Base Rate Borrowing, or prior to Noon 1:00 P.M. (New York City time) on the date of such Borrowing in the case of a Base Rate Borrowing) that such Bank will does not intend to make available to the Agent such Bank's share portion of the Borrowing to be made on such Borrowingdate, the Agent may assume that such Bank has made such share amount available to the Agent on the such date of such Borrowing in accordance with subsections (b) and (c) of this Section 2.04 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount, subject to the provisions of subsection (c). If and to the extent that such Bank shall corresponding amount is not have so in fact made such share available to the AgentAgent by such Bank, the Agent shall be entitled to recover such corresponding amount on demand from such Bank. If such Bank does not pay such corresponding amount forthwith upon the Agent's demand therefor, the Agent shall promptly notify the Borrower and the Borrower severally agree to repay to the Agent forthwith on demand shall promptly pay such corresponding amount together with to the Agent. The Agent shall also be entitled to recover from such Bank or the Borrower interest thereon, for on such corresponding amount in respect of each day from the date such corresponding amount is was made available by the Agent to the Borrower until to the date such corresponding amount is repaid to recovered by the Agent, at a rate per annum equal to (ix) in the case of a Bank, the Federal Funds Rate for each such day and (y) in the case of the Borrower, the then applicable rate for Base Rate Loans, CD Loans, Euro-Dollar Loans or Money Market Loans, as appropriate. Nothing herein shall be deemed to relieve any Bank from its obligation to fulfill its Commitment hereunder or to prejudice any rights which the Borrower may have against any Bank as a rate per annum equal to the higher result of the Federal Funds Rate and the interest rate applicable thereto pursuant to Section 2.07 and (ii) in the case of such Bank, the Federal Funds Rate. If any default by such Bank shall repay hereunder. For purposes of this subsection (d), no amount paid to the Agent such corresponding amount, hereunder shall be considered to have been recovered by the Agent on the date of payment unless such amount so repaid shall constitute such Bank's Loan included in such Borrowing for purposes of this Agreement. If the Borrower shall have repaid such corresponding amount of such Bank, such Bank shall reimburse the Borrower for any loss on account thereof incurred been received by the BorrowerAgent by 2:30 P.M. (New York City time) on such date.

Notice to Banks; Funding of Loans. (a) Upon receipt of a Notice of Borrowing, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's share (if any) of such Borrowing and such Notice of Borrowing shall not thereafter be revocable by the Borrower. (b) Not later than 1:00 P.M. 12:00 Noon (New York City time) on the date of each Borrowing, each Bank participating therein shall (except as provided in subsection (c) of this Section) make available its share of such Borrowing, in Federal or other funds immediately available in New York City, to the Agent at its address referred to in Section 10.0111.01. Unless the Agent determines that any applicable condition specified in Article 3 11.01 has not been satisfied, as determined by the Agent in accordance with Article 3, the Agent will make the funds so received from the Banks immediately available to the Borrower at the Agent's aforesaid address. (c) If any Bank makes a new Term Loan hereunder to the a Borrower on a day on which the such Borrower is to repay all or any part of an outstanding Revolving Credit Loan from such Bank, such Bank shall apply the proceeds of its new Term Loan to make such repayment and only an amount equal to the difference (if any) between the amount being borrowed by the such Borrower and the amount being repaid shall be made available by such Bank to the Agent as provided in subsection (b) of this Section), or remitted by the such Borrower to the Agent as provided in Section 2.12, as the case may be. (d) Unless the Agent shall have received notice from a Bank prior to the date of any Borrowing (or, in the case of a Base Rate Borrowing, prior to Noon (New York City time) on the date of such Borrowing) that such Bank will not make available to the Agent such Bank's share of such Borrowing, the Agent may assume that such Bank has made such share available to the Agent on the date of such Borrowing in accordance with subsections (b) and (c) of this Section 2.04 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such share available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of the Borrower, a rate per annum equal to the higher of the Federal Funds Rate and the interest rate applicable thereto pursuant to Section 2.07 and (ii) in the case of such Bank, the Federal Funds Rate. If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank's Loan included in such Borrowing for purposes of this Agreement. If the Borrower shall have repaid such corresponding amount of such Bank, such Bank shall reimburse the Borrower for any loss on account thereof incurred by the Borrower.

Notice to Banks; Funding of Loans. (a) Upon receipt of a Notice of Borrowing, the Administrative Agent shall promptly notify (by telex, cable, facsimile transmission, telephone or other means of telecommunications) each Bank participating therein of the contents thereof and of such Bank's share (if any) of such Borrowing Borrowing, and such Notice of Borrowing shall not thereafter be revocable by the Borrower. (b) Not later than 1:00 P.M. 12:00 Noon (New York City time) on the date of each Borrowing, each Bank participating therein shall (shall, except as provided in subsection (c) of this Section) Section 2.05, make available its share of such Borrowing, in Federal or other funds immediately available in New York City, to the Administrative Agent at its address referred specified in or pursuant to in Section 10.0111.01. Unless the Administrative Agent determines that any applicable condition specified in Article 3 III has not been satisfied, as determined by the Agent in accordance with Article 3, the Administrative Agent will make the funds so received from the Banks immediately available to the Borrower on such date at the Administrative Agent's aforesaid address. (c) If pursuant to any provision of this Agreement any Bank makes a new Committed Loan hereunder to the Borrower on a day on which the Borrower is to repay all or any part of an outstanding Committed Loan from such Bank, such Bank shall apply the proceeds of its such new Committed Loan to make such repayment and only an amount equal to the difference (if any) between the amount being borrowed by the Borrower and the amount being repaid shall be made available by such Bank to the Agent as provided in subsection (b) of this SectionAdministrative Agent, or remitted by the Borrower to the Agent as provided in Section 2.12Administrative Agent, as the case may be. (d) Unless the Administrative Agent shall have received notice from a Bank prior to the date of any Borrowing (or, in the case of a Base Rate Borrowing, prior to Noon (New York City time) on the date of such Borrowing) that such Bank will not make available to the Administrative Agent such Bank's share of such Borrowing, the Administrative Agent may assume that such Bank has made such share available to the Administrative Agent on the date of such Borrowing in accordance with subsections (b) and (c) of this Section 2.04 2.05 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such share available to the Administrative Agent, such Bank and the Borrower severally agree to repay to the Administrative Agent forthwith on demand (or within one Domestic Business Day, in the case of the Borrower) such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of the Borrower, a rate per annum equal to the higher of the Federal Funds Rate and the interest rate applicable thereto pursuant to Section 2.07 2.08 and (ii) in the case of such Bank, the Federal Funds Rate. If such Bank shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Bank's Loan included in such Borrowing for purposes of this Agreement. If the Borrower shall have repaid such corresponding amount of such Bank, such Bank shall reimburse the Borrower for any loss on account thereof incurred by the Borrower.

Notice to Banks; Funding of Loans. (a) Upon receipt of a Notice of BorrowingBorrowing or Request for Letter of Credit Issuance, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's share (share, if any) , of such Borrowing and such or the related Letter of Credit risk, as the case may be. A Notice of Borrowing or Request for Letter of Credit Issuance shall not thereafter be revocable irrevocable by the Borrower.Company once the Agent begins notifying any Bank of the contents thereof. MASCOTECH, INC. CREDIT AGREEMENT (b) Not Each Bank, not later than 1:00 P.M. p.m. (New York City Detroit time) on the date of each any Borrowing is requested to be made, other than a Foreign Currency Bid-Option Borrowing, each Bank participating therein shall (except as provided in subsection (cd) of this SectionSection 3.5) make available its share share, if any, of such Borrowing, in Federal or other funds immediately Borrowing available in New York City, to the Agent in immediately available funds, at its address referred the Agent'sEaddress specified in or pursuant to in Section 10.0111.2, for disbursement to the Company. Unless the Agent determines that any applicable condition specified in Article 3 VIII has not been satisfied, as determined by the Agent in accordance with Article 3, the Agent will make the funds actually so received from the Banks immediately available to the Borrower Company at the Agent's aforesaid address. (c) If any Bank makes a new Loan hereunder to the Borrower on a day on which the Borrower is to repay all or any part of an outstanding Loan from such Bank, such Bank shall apply the proceeds of its new Loan to make such repayment and only an amount equal to the difference (if any) between the amount being borrowed by the Borrower and the amount being repaid shall be made available by such Bank to the Agent as provided in subsection (b) of this Section, or remitted by the Borrower to the Agent as provided in Section 2.12, as the case may be. (d) . Unless the Agent shall have received notice from a any Bank prior to the date of any such Borrowing (or, in the case of a Base Rate Borrowing, prior is requested to Noon (New York City time) on the date of such Borrowing) be made that such Bank will not make available to the Agent such Bank's share of such Borrowing, the Agent may assume that such Bank has made such share available to the Agent on the date of such Borrowing is requested to be made in accordance with subsections (b) and (c) of this Section 2.04 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount3.5. If and to the extent that such Bank shall not have so made such share available to the Agent, the Agent may (but shall not be obligated to) make such amount available to the Company, and such Bank and the Borrower Company severally agree to repay pay to the Agent forthwith on demand such corresponding amount amount, together with interest thereon, thereon for each day from the date such amount is made available to the Borrower Company by the Agent until the date such amount is repaid to the Agent, Agent at (i) in the case of the Borrower, a rate per annum equal to the higher of the Federal Funds Rate and the interest rate applicable thereto pursuant to Section 2.07 and (ii) in the case of such Bank, the Federal Funds RateRate and (ii) in the case of the Company, a rate per annum equal to the interest rate applicable to such Borrowing during such period. If such Bank shall repay pay such amount to the Agent such corresponding amounttogether with interest, such amount so repaid paid shall constitute a Loan by such Bank's Loan included in such Bank as a part of the related Borrowing for purposes of this Agreement. The failure of any Bank to make its share of any Borrowing available to the Agent shall not relieve any other Bank of its obligation to make available to the Agent its share, if any, of such Borrowing on the date such Borrowing is requested to be made, but no Bank shall be responsible for failure of any other Bank to make such share available to the Agent on the date of such Borrowing. (c) Each Bank, not later than 11:00 a.m. (Detroit time) on the date any Foreign Currency Bid-Option Borrowing is requested to be made shall (except as provided in subsection (d) of this Section 3.5) make its share, if any, of such Borrowing available to the Company by depositing the proceeds thereof in an account maintained and designated by the Company at an office or branch of such Bank (or of an Affiliate of such Bank) located in the principal financial center of the country issuing the Foreign Currency in which such Borrowing is denominated or, if neither such Bank nor any Affiliate of such Bank has an office or branch in such financial center, at such Bank's Eurodollar Lending Office or Domestic Lending Office as selected by such Bank, or by such other means requested by the Company and acceptable to such Bank. Promptly upon any such disbursement of a Foreign Currency Bid-Option Loan, the Bank making such Loan shall give written notice to the Agent by telex or telecopy of the making of such Loan, which notice shall be substantially in the form attached hereto as Exhibit H. (d) If any Bank is to make a new Syndicated Loan or Dollar Bid-Option Loan hereunder on a day on which the Borrower shall have repaid Company is to repay all or any part of an outstanding Syndicated Loan or Dollar Bid-Option Loan from such corresponding amount Bank, or if any Bank is to make a new Foreign Currency Bid-Option Loan hereunder on a day on which the Company is to repay all or any part of an outstanding Foreign Currency Bid-Option Loan of the same Foreign Currency from such Bank, such Bank shall reimburse apply the Borrower for any loss on account thereof incurred proceeds of its new Loan to make such repayment and only an amount equal to the difference, if any, between the amount of such new Loan and the amount being repaid shall (i) be made available by such Bank to the Agent or the Company, as provided in subsection (b) or (c) of this Section 3.5 or (ii) be remitted by the Borrower.Company to the Agent or such Bank as provided in Section 4.4, as the case may be. Except as provided in the first sentence of this Section 3.5(d), no Bank shall apply the proceeds of any Loan, whether a Foreign Currency Bid-Option Loan or other type of Loan, to repay all or any part of an outstanding Foreign Currency Bid-Option Loan, the entire amount of which shall, unless repaid by the application of the proceeds of a new Foreign Currency Bid-Option Loan of the same Foreign Currency as permitted in the first sentence of this Section 3.5(d), be remitted in full by the Company to the Banks when due as provided in Section 4.4. MASCOTECH, INC. CREDIT AGREEMENT

Notice to Banks; Funding of Loans. (a) Upon receipt of a Notice of BorrowingBorrowing from Borrower in accordance with Section 2.2 hereof, the Administrative Agent shall promptly shall, on the date such Notice of Borrowing is received by the Administrative Agent, notify Documentation Agent and each Bank of the contents thereof and of such Bank's share of such Borrowing, of the interest rate determined pursuant thereto and the Interest Period(s) (if anydifferent from those requested by the Borrower) of such Borrowing and such Notice of Borrowing shall not thereafter be revocable by the Borrower, unless Borrower shall pay any applicable expenses pursuant to Section 2.13. (b) Not later than 1:00 P.M. p.m. (New York City Dallas, Texas time) on the date of each Committed Borrowing (including without limitation each Mandatory Borrowing) as indicated in the applicable Notice of Borrowing, each Bank participating therein shall (except as provided in subsection (cd) of this Section) make available its share of such Borrowing, Committed Borrowing in Federal or other funds immediately available in New York CityDallas, Texas, to the Administrative Agent at its address referred to in Section 10.01. Unless any applicable condition specified in Article 3 has not been satisfied, as determined by the Agent in accordance with Article 3, the Agent will make the funds so received from the Banks immediately available to the Borrower at the Agent's aforesaid address9.1. (c) If any Bank makes a new Loan hereunder Not later than 3:00 p.m. (Dallas, Texas time) on the date of each Swingline Borrowing as indicated in the applicable Notice of Borrowing, the Swingline Lender shall make available such Swingline Borrowing in Federal funds immediately available in Dallas, Texas, to the Borrower on a day on which the Borrower is Administrative Agent at its address referred to repay all or any part of an outstanding Loan from such Bank, such Bank shall apply the proceeds of its new Loan to make such repayment and only an amount equal to the difference (if any) between the amount being borrowed by the Borrower and the amount being repaid shall be made available by such Bank to the Agent as provided in subsection (b) of this Section, or remitted by the Borrower to the Agent as provided in Section 2.12, as the case may be9.1. (d) Unless the Administrative Agent shall have received notice from a Bank prior to the date of any Borrowing (or, in the case of a Base Rate Borrowing, prior to Noon (New York City time) on the date of such Borrowing) that such Bank will not make available to the Administrative Agent such Bank's share of such Borrowing, the Administrative Agent may assume that such Bank has made such share available to the Administrative Agent on the date of such Borrowing in accordance with subsections (b) and (c) of this Section 2.04 2.5 and the Administrative Agent may, in reliance upon such assumption, but shall not be obligated to, make available to the Borrower on such date a corresponding amountamount on behalf of such Bank. If and to the extent that such Bank shall not have so made such share available to the Administrative Agent, such Bank and the Borrower severally agree agrees to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case rate of the Borrower, a rate per annum equal interest applicable to the higher of the Federal Funds Rate and the interest rate applicable thereto pursuant to Section 2.07 and (ii) in the case of such Bank, the Federal Funds RateBorrowing hereunder. If such Bank shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Bank's Loan included in such Borrowing for purposes of this Agreement. If the Borrower such Bank shall have repaid not pay to Administrative Agent such corresponding amount of after reasonable attempts are made by Administrative Agent to collect such amounts from such Bank, Borrower agrees to repay to Administrative Agent forthwith on demand such corresponding amounts together with interest thereto, for each day from the date such amount is made available to Borrower until the date such amount is repaid to Administrative Agent, at the interest rate applicable thereto one (1) Business Day after demand. Nothing contained in this Section 2.5(d) shall be deemed to reduce the Commitment of any Bank or in any way affect the rights of Borrower with respect to any defaulting Bank or Administrative Agent. The failure of any Bank to make available to the Administrative Agent such Bank's share of any Borrowing in accordance with Section 2.5(b) hereof shall reimburse not relieve any other Bank of its obligations to fund its Commitment, in accordance with the provisions hereof. (e) Subject to the provisions hereof, the Administrative Agent shall make available each Borrowing to Borrower for any loss in Federal funds immediately available in accordance with, and on account thereof incurred by the Borrowerdate set forth in, the applicable Notice of Borrowing.

Notice to Banks; Funding of Loans. (a) Upon Promptly upon (and in any event not later than (w) 12:00 Noon (New York City time), in the case of a LIBOR Auction, (x) 11:15 A.M. (New York City time), in the case of an Absolute Rate Auction, (y) 11:30 A.M. (New York City time), in the case of a Base Rate Borrowing, and (z) 2:30 P.M. (New York City time), in the case of a Euro-Dollar Borrowing, in each case on the date of) receipt of a Notice of BorrowingBorrowing submitted in accordance with the terms of this Agreement, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's share (if any) of such Borrowing and (except as provided in Section 8.01) such Notice of Borrowing shall not thereafter be revocable by the Borrower. (b) Not later than 1:00 12:30 P.M. (New York City time) on the date of each Borrowing, each Bank participating therein shall (except as provided in subsection (c) of this Section) make available its share of such Borrowing, in Federal or other funds immediately available in New York City, to the Agent at its address referred to in Section 10.01. Unless the Agent determines that any applicable condition specified in Article 3 has not been satisfied, as determined by the Agent in accordance with Article 3, the Agent will make the funds so received not later than 12:30 P.M. (New York City time) from the Banks immediately available to the Borrower at the Agent's aforesaid addressaddress not later than 1:30 P.M. (New York City time) on the day of receipt. (c) If any Bank makes a new Loan hereunder to the Borrower on a day on which the Borrower is to repay all or any part of an outstanding Loan from such Bank, such Bank shall apply the proceeds of its new Loan to make such repayment and only an amount equal to the difference (if any) between the amount being borrowed by the Borrower and the amount being repaid shall be made available by such Bank to the Agent as provided in subsection (b) of this Section, or remitted by the Borrower to the Agent as provided in Section 2.12, as the case may be. (d) Unless the Agent shall have received notice from a Bank prior to the date of any Borrowing (or, in the case of a Base Rate Borrowing, prior to 12:00 Noon (New York City time) on the date of such Borrowing) that such Bank will not make available to the Agent such Bank's share of such Borrowing, the Agent may assume that such Bank has made such share available to the Agent on the date of such Borrowing in accordance with subsections (b) and (c) of this Section 2.04 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such share available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith promptly on demand (and in any event within three Euro-Dollar Business Days) such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of the Borrower, a rate per annum equal to the higher of the Federal Funds Rate and the interest rate applicable thereto pursuant to Section 2.07 and (ii) in the case of such Bank, the Federal Funds Rate. If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank's Loan included in such Borrowing for purposes of this Agreement. If the Borrower shall have repaid such corresponding amount of such Bank, such Bank shall reimburse the Borrower for any loss on account thereof incurred by the Borrower.

Notice to Banks; Funding of Loans. (a) Upon receipt of a Notice of Borrowing, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's share (if any) of such Borrowing and such Notice of Borrowing shall not thereafter be revocable by the Borrower. (b) Not later than 1:00 P.M. 12:00 Noon (New York City Boston time) on the date of each Borrowing, each Bank participating therein shall (except as provided in subsection (c) of this Section) make available its share of such Borrowing, in Federal or other funds immediately available in New York CityBoston, to the Agent at its address referred specified in or pursuant to in Section 10.019.1. Unless the Agent determines that any applicable condition specified in Article 3 III has not been satisfied, as determined by the Agent in accordance with Article 3, the Agent will make the funds so received from the Banks immediately available to the Borrower at the Agent's aforesaid address. (c) If any Bank makes a new Loan hereunder to the Borrower on a day on which the Borrower is to repay all or any part of an outstanding Loan from such Bank, such Bank shall apply the proceeds of its new Loan to make such repayment and only an amount equal to the difference (if any) between the amount being borrowed by the Borrower and the amount being repaid shall be made available by such Bank to the Agent as provided in subsection (b) of this Section), or remitted by the Borrower to the Agent as provided in Section 2.12, as the case may be. (d) Unless the Agent shall have received notice from a Bank prior to the date of any Borrowing (or, in the case of a Base Rate Borrowing, prior to Noon (New York City time) on the date of such Borrowing) that such Bank will not make available to the Agent such Bank's share of such Borrowing, the Agent may assume that such Bank has made such share available to the Agent on the date of such Borrowing in accordance with subsections (b) and (c) of this Section 2.04 2.4 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such share available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of the Borrower, a rate per annum equal to the higher of the Federal Funds Rate and the interest rate applicable thereto pursuant to Section 2.07 2.7 and (ii) in the case of such Bank, the Federal Funds Rate. If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank's Loan included in such Borrowing for purposes of this Agreement. If the Borrower shall have repaid such corresponding amount of such Bank, such Bank shall reimburse the Borrower for any loss on account thereof incurred by the Borrower.

Notice to Banks; Funding of Loans. (a) Upon receipt of a Notice of BorrowingBorrowing from any Borrower in accordance with Section 2.2 hereof, the Administrative Agent shall promptly shall, on the date such Notice of Borrowing is received by the Administrative Agent, notify each Bank of the contents thereof and of such Bank's ’s share of such Borrowing, of the interest rate determined pursuant thereto and the Interest Period(s) (if anydifferent from those requested by such Borrower) of such Borrowing and such Notice of Borrowing shall not thereafter be revocable by the such Borrower, unless such Borrower shall pay any applicable expenses pursuant to Section 2.15. (b) Not later than 1:00 P.M. 2:00 p.m. (New York City time) on the date of each Committed Borrowing as indicated in the applicable Notice of Borrowing, each Bank participating therein shall (except as provided in subsection (cd) of this Section) make available its share of such Borrowing, Committed Borrowing in Federal or other funds Yen immediately available in New York CityTokyo, Japan, to the Administrative Agent at its address referred to in Section 10.019.1. Unless If any Borrower has requested the issuance of a Letter of Credit, no later than 1:00 p.m. (New York time) on the date of such issuance as indicated in the notice delivered pursuant to Section 2.2(b), the Fronting Bank shall issue such Letter of Credit in the amount so requested and deliver the same to the applicable condition specified in Article 3 has not been satisfiedBorrower, as determined with a copy thereof to the Administrative Agent. Immediately upon the issuance of each Letter of Credit by the Agent in accordance with Article 3Fronting Bank, the Agent will make the funds so Fronting Bank shall be deemed to have sold and transferred to each other Bank, and each such other Bank shall be deemed, and hereby agrees, to have irrevocably and unconditionally purchased and received from the Banks immediately Fronting Bank, without recourse or warranty, an undivided interest and a participation in such Letter of Credit, any drawing thereunder, and its obligation to pay its Pro Rata Share with respect thereto, and any security therefor or guaranty pertaining thereto, in an amount equal to such Bank’s ratable share thereof. Upon any change in any of the Commitments in accordance herewith, there shall be an automatic adjustment to such participations to reflect such changed shares. The Fronting Bank shall have the primary obligation to fund any and all draws made with respect to such Letter of Credit notwithstanding any failure of a participating Bank to fund its ratable share of any such draw. The Administrative Agent will instruct the Fronting Bank to make such Letter of Credit available to the applicable Borrower, and the Fronting Bank shall make such Letter of Credit available to the applicable Borrower, at its aforesaid address or at such address in Japan as such Borrower at shall request on the Agent's aforesaid addressdate of the Borrowing. (c) If any Bank makes a new Loan hereunder to the Borrower on a day on which the Borrower is to repay all or any part of an outstanding Loan from such Bank, such Bank shall apply the proceeds of its new Loan to make such repayment and only an amount equal to the difference (if any) between the amount being borrowed by the Borrower and the amount being repaid shall be made available by such Bank to the Agent as provided in subsection (b) of this Section, or remitted by the Borrower to the Agent as provided in Section 2.12, as the case may be. (d) Unless the Administrative Agent shall have received notice from a Bank prior to the date of any Borrowing (or, in the case of a Base Rate Borrowing, prior to Noon (New York City time) on the date of such Borrowing) that such Bank will not make available to the Administrative Agent such Bank's ’s share of such Borrowing, the Administrative Agent may assume that such Bank has made such share available to the Administrative Agent on the date of such Borrowing in accordance with subsections (b) and (c) of this Section 2.04 2.5 and the Administrative Agent may, in reliance upon such assumption, but shall not be obligated to, make available to the applicable Borrower on such date a corresponding amountamount on behalf of such Bank. If and to the extent that such Bank shall not have so made such share available to the Administrative Agent, such Bank and the Borrower severally agree agrees to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the applicable Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case rate of the Borrower, a rate per annum equal interest applicable to the higher of the Federal Funds Rate and the interest rate applicable thereto pursuant to Section 2.07 and (ii) in the case of such Bank, the Federal Funds RateBorrowing hereunder. If such Bank shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Bank's ’s Loan included in such Borrowing for purposes of this Agreement. If the Borrower such Bank shall have repaid not pay to Administrative Agent such corresponding amount of after reasonable attempts are made by Administrative Agent to collect such amounts from such Bank, the applicable Borrower agrees to repay to Administrative Agent forthwith on demand such corresponding amounts together with interest thereto, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to Administrative Agent, at the interest rate applicable thereto one (1) Business Day after demand. Nothing contained in this Section 2.5(d) shall be deemed to reduce the Commitment of any Bank or in any way affect the rights of such Borrower with respect to any defaulting Bank or Administrative Agent. The failure of any Bank to make available to the Administrative Agent such Bank’s share of any Borrowing in accordance with Section 2.5(b) hereof shall reimburse not relieve any other Bank of its obligations to fund its Commitment, in accordance with the provisions hereof. (d) Subject to the provisions hereof, the Administrative Agent shall make available each Borrowing to the applicable Borrower for any loss in Yen immediately available in accordance with, and on account thereof incurred by the Borrowerdate set forth in, the applicable Notice of Borrowing.

Notice to Banks; Funding of Loans. (a) Upon receipt of a Notice of BorrowingBorrowing or an oral request for a borrowing in accordance with Section 2.02(a), the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ’s ratable share (if anybased on Commitment Percentages) of such Borrowing and such borrowing. Such Notice of Borrowing or oral request shall not thereafter be revocable by the BorrowerBorrower and shall obligate the Borrower to accept the Loans requested from the Banks on the date of such borrowing. (b) Not later than 1:00 P.M. 2:00 p.m. (New York City Boston time) on the date Borrowing Date of each Borrowingborrowing, each Bank participating therein shall (except as provided in subsection (c) of this Section) make available its share of such Borrowingborrowing, in Federal or other funds immediately available in New York CityBoston, to the Agent at its address referred to in Section 10.019.01. Unless the Agent determines that any applicable condition specified in Article 3 ARTICLE III has not been satisfied, as determined by the Agent in accordance with Article 3satisfied or waived, the Agent will make its share of such borrowing and the funds so received from the other Banks immediately available to the Borrower at the Agent's ’s aforesaid address, on the date of the borrowing. The failure or refusal of any Bank to make available to the Agent as provided herein its share of any borrowing shall not relieve any other Bank from its several obligations hereunder. (c) If any Bank makes a new Loan hereunder to the Borrower on a day on which the Borrower is to repay all or any part the principal amount of an outstanding Loan from to such Bank, such the Bank shall apply the proceeds of its new Loan to make such repayment and only an amount equal to the difference (if any) between the amount being borrowed by the Borrower and the amount being repaid shall be made available by such Bank to the Agent as provided in subsection clause (ba) of this Section, or remitted by the Borrower to the Agent for the account of such Bank as provided in Section 2.122.09 hereof, as the case may be. (d) Unless the Agent shall have received notice from a Bank prior to the any date of any Borrowing (or, in the case of a Base Rate Borrowing, prior to Noon (New York City time) on the date of such Borrowing) borrowing that such Bank will not make available to the Agent such Bank's ’s share of such Borrowingborrowing, the Agent may assume that such Bank has made such share available to the Agent on the such date of such Borrowing in accordance with subsections clause (b) and (c) of this Section 2.04 and the Agent maymay (but it shall not be required to), in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such share available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on Agent, within three days after demand by the Agent, such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of the Borrower, a rate per annum equal to the higher of the Federal Funds Rate and the interest rate applicable thereto pursuant to Section 2.07 2.06 hereof and (ii) in the case of such Bank, the Federal Funds Rate. If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank's ’s Loan included in such Borrowing borrowing for purposes of this Agreement. If the Borrower The provisions of this Section 2.03(d) shall have repaid such corresponding amount of such Bank, not relieve any such Bank shall reimburse the Borrower for from any loss on account thereof incurred by liability to the Borrower.

Notice to Banks; Funding of Loans. (a) Upon receipt of a Notice of Borrowing, the Administrative Agent shall promptly notify give each Bank prompt notice of each such borrowing, specifying the contents thereof and relevant information including such Bank’s portion of such Bank's share borrowing (if any) of such Borrowing and such the date on which funds are to be made available. If a Notice of Borrowing shall not thereafter be revocable is revoked by the BorrowerCompany after receipt thereof by the Administrative Agent, the Company shall be subject to the provisions of Section 2.14. (b) Not later than 1:00 P.M. p.m. (New York City time) on the date of each Borrowingspecified by the Administrative Agent pursuant to Section 2.04(a), each Bank participating therein shall (except as provided in subsection (c) of this Section) make available its share of such Borrowingborrowing, in Federal or other funds Dollars, in immediately available in New York Cityfunds, to the Administrative Agent at its address referred to in Section 10.019.02. Unless (i) the Administrative Agent has not received a written Notice of Borrowing pursuant to Section 2.02 or 2.03(f) or (ii) the Administrative Agent determines that any applicable condition specified set forth in Article 3 has not been satisfied, as determined the amounts so received by the Administrative Agent shall be made available immediately upon receipt to the Company by wire transfer in accordance with Article 3Dollars, the Agent will make the funds so received from the Banks in immediately available funds, to an account of the Company maintained at a financial institution located in the United States designated by the Company to the Borrower at the Administrative Agent's aforesaid address. (c) If any Bank makes a new Loan hereunder to the Borrower on a day on which the Borrower is to repay all or any part of an outstanding Loan from such Bank, such Bank shall apply the proceeds of its new Loan to make such repayment and only an amount equal to the difference (if any) between the amount being borrowed by the Borrower and the amount being repaid shall be made available by such Bank to the Agent as provided in subsection (b) of this Section, or remitted by the Borrower to the Agent as provided in Section 2.12, as the case may be. (d) Unless the Administrative Agent shall have received notice from a Bank prior to the date of any Borrowing (or, in the case of a Base Rate Borrowing, prior to Noon x) not later than 1:00 p.m. (New York City time) on the date of such Borrowingthe borrowing, in the case of Base Rate Loans and (y) at least one Domestic Business Day prior to the date of the borrowing, in the case of any other Loans, that such Bank will not make available to the Administrative Agent such Bank's ’s share of such Borrowingthe borrowing, the Administrative Agent may assume that such Bank has made such share available to the Administrative Agent on the date of such Borrowing the borrowing in accordance with subsections subsection (b) and (c) of this Section 2.04 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower Company on such date a corresponding amount. If and to the extent that such Bank shall not have so made such share available to the Administrative Agent, such Bank and the Borrower Company severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower Company until the date such amount is repaid to the Administrative Agent, at (i) in the case of the Borrower, a rate per annum equal to the higher of the Federal Funds Rate and the interest rate applicable thereto pursuant to Section 2.07 and (ii) in the case of such Bank, the Federal Funds Rate. If such Bank shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Bank's ’s Loan included in such Borrowing for purposes of this Agreement. , and the Company shall not be required to repay such amount pursuant to this subsection (c). (d) The failure of any Bank to make a Loan required to be made by it as part of any borrowing hereunder shall not relieve any other Bank of its obligation, if any, hereunder to make its Loan on the date of such borrowing, but no Bank shall be responsible for the failure of any other Bank to make the Loan to be made by such other Bank on the date of the borrowing. (e) If any Bank shall fail to make any Loan (the Borrower “Failed Loan”) which such Bank is otherwise obligated hereunder to make to the Company on the date of borrowing thereof and the Administrative Agent shall not have received notice from the Company or such Bank that any condition precedent to the making of the Failed Loan has not been satisfied, then, until such Bank shall have repaid made or be deemed to have made (pursuant to the last sentence of this subsection (e)) the Failed Loan in full or the Administrative Agent shall have received notice from the Company or such corresponding Bank that any condition precedent to the Failed Loan was not satisfied at the time the Failed Loan was to have been made, whenever the Administrative Agent shall receive any amount from the Company for the account of such Bank, (i) the amount so received will, upon receipt by the Administrative Agent, be deemed to have been paid to the Bank in satisfaction of the obligation for which paid, without actual disbursement of such amount to the Bank, (ii) the Bank will be deemed to have made the same amount available to the Administrative Agent for disbursement as a Loan to the Company up to the amount of such Failed Loan and (iii) the Administrative Agent will, accordingly, disburse such amount (up to the amount of the Failed Loan) to the Company or, if the Administrative Agent has previously made such amount available to the Company on behalf of such Bank pursuant to the provisions hereof, reimburse itself (up to the amount of the amount made available to the Company); provided, however, that the Administrative Agent shall have no obligation to disburse any such amount to the Company or otherwise apply it or deem it applied as provided herein unless the Administrative Agent shall have determined in its sole discretion that to so disburse such amount will not violate any law, rule, regulation or requirement applicable to the Administrative Agent. Upon any such disbursement by the Administrative Agent, such Bank shall reimburse be deemed to have made a Base Rate Loan to the Borrower for any loss on account thereof incurred by Company in satisfaction, to the Borrowerextent thereof, of such Bank’s obligation to make the Failed Loan. If and during the time that a Failed Loan shall exist, the Company shall have the right to terminate in full the Commitment of the Bank causing such Failed Loan as provided in Section 9.01(a).

Notice to Banks; Funding of Loans. (a) Upon receipt of a Notice of Borrowing, the Administrative Agent shall promptly notify each Bank of the contents thereof and of such Bank's ’s share (if any) of such Borrowing and such Notice of Borrowing shall not thereafter be revocable by the requesting Borrower or Additional Borrower, as the case may be. Each Bank at its option may make any Loan by causing any domestic or foreign branch or Affiliate of such Bank to make such Loan (subject to the provision by such branch or Affiliate, prior to such branch or Affiliate receiving any payments pursuant to the Loan Documents, of any documentation required pursuant to Section 2.15); provided that any exercise of such option shall not affect the obligation of the applicable Borrower or the applicable Additional Borrower to repay such Loan in accordance with the terms of this Agreement. (b) Not later than 1:00 12:30 P.M. (New York City time or London time, as applicable) on the date of each Borrowing, each Bank participating therein shall (except as provided in subsection (c) of this Section) make available its share of such Borrowing, in Federal or other funds immediately available in New York CityCity or in London, as applicable, to the Administrative Agent at its address referred specified in or pursuant to Section 9.1 (or, in Section 10.01the case of any Borrowing denominated in a Foreign Currency, at such other address as the Administrative Agent may specify from time to time by written notice to the Lead Borrower and the Banks). Unless the Administrative Agent determines that any applicable condition specified in Article 3 III has not been satisfied, as determined by the Agent in accordance with Article 3, the Administrative Agent will make the funds so received from the Banks immediately available in like funds to the applicable Borrower or the applicable Additional Borrower, as the case may be, at the Administrative Agent's ’s aforesaid address. (c) . If any Bank makes a new Loan hereunder to the Borrower on a day on which the applicable Borrower or the applicable Additional Borrower, as the case may be, is to repay all or any part of an outstanding Loan from such Bank, such Bank shall apply the proceeds of its new Loan to make such repayment and only an amount equal to the difference (if any) between the amount being borrowed by the Borrower and the amount being repaid shall be made available by such Bank to the Administrative Agent as provided in this subsection (b) of this Section), or remitted by the applicable Borrower or the applicable Additional Borrower to the Administrative Agent as provided in Section 2.12, as the case may be. (dc) Unless the Administrative Agent shall have received notice from a Bank prior to the date of any Borrowing (or, in the case of if a Base Rate Borrowing, prior to Noon (New York City the time) on the date of such Borrowing) any Borrowing that such Bank will not make available to the Administrative Agent such Bank's ’s share of such Borrowing, the Administrative Agent may assume that such Bank has made such share available to the Administrative Agent on the date of such Borrowing in accordance with subsections subsection (b) and (c) of this Section 2.04 2.4 and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower or the applicable Additional Borrower, as the case may be, on such date a corresponding amount. If and to the extent that such Bank shall not have so made such share available to the Administrative Agent, such Bank and such Borrower or such Additional Borrower, as the Borrower case may be, severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such Borrower or such Additional Borrower, as the Borrower case may be, until the date such amount is repaid to the Administrative Agent, at a rate per annum equal to (i) in the case of amounts denominated in Dollars, the Borrowerdaily average NYFRB Rate, a rate per annum equal to the higher of the Federal Funds Rate and the interest rate applicable thereto pursuant to Section 2.07 and (ii) in the case of such Bankamounts denominated in a Foreign Currency, the Federal Funds Ratedaily average cost of funding such amount (as reasonably determined by the Administrative Agent). A certificate of the Administrative Agent submitted to any Bank with respect to any amounts owing under this paragraph shall be conclusive in the absence of manifest error. If such Bank shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Bank's ’s Loan included in such Borrowing for purposes of this Agreement. If the Borrower shall have repaid such corresponding amount of such Bank, such Bank shall reimburse the Borrower for any loss on account thereof incurred by the Borrower.

Notice to Banks; Funding of Loans. (aA) Upon receipt of a Notice of Borrowing, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's share (if any) of such Borrowing and such Notice of Borrowing shall not thereafter be revocable by the Borrower. (bB) Not later than 1:00 P.M. 12:00 Noon (New York City Detroit time) on the date of each Borrowing, and not later than 12:00 Noon (London time) on the date of each Borrowing requested by Masco Europe, each Bank participating therein shall (except as provided in subsection (cC) of this Section) make available its share of such Borrowing, in Federal or other funds immediately available in New York CityDetroit or London, as the case may be, to the Agent at its relevant address referred to in Section 10.019.01 or otherwise specified in writing by the Agent to the Banks. Unless the Agent determines that any applicable condition specified in Article 3 III has not been satisfied, as determined by the Agent in accordance with Article 3, the Agent will make the funds so received from the Banks immediately available to the Borrower Company at the Agent's aforesaid addressaddress in the United States or, to Masco Europe by wire transfer in immediately available funds to Masco Europe's account maintained at Bank One in London, as applicable. (cC) If any Bank makes a new Loan hereunder to the Borrower on a day on which the Borrower requesting such Loan is to repay all or any part of an outstanding Loan from such Bank, such Bank shall apply the proceeds of its new Loan to make such repayment and only an amount equal to the difference (if any) between the amount being borrowed by the Borrower and the amount being repaid shall be made available by such Bank to the Agent as provided in subsection (bB) of this Section, or remitted by the such Borrower to the Agent as provided in Section 2.122.11, as the case may be. (dD) Unless the Agent shall have received notice from a Bank prior to the date time of any Borrowing (or, in the case of a Base Rate Borrowing, prior to Noon (New York City time) on the date of such Borrowing) that such Bank will not make available to the Agent such Bank's share of such Borrowing, the Agent may assume that such Bank has made such share available to the Agent on the date of such Borrowing in accordance with subsections (bB) and (cC) of this Section 2.04 and the Agent may, in reliance upon such assumption, make available to the relevant Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such share available to the Agent, such Bank and the relevant Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the such Borrower until the date such amount is repaid to the Agent, at (i) in the case of the Borrower, a rate per annum equal to the higher of the Federal Funds Effective Rate and the interest rate applicable thereto pursuant to Section 2.07 2.06 and (ii) in the case of such Bank, the Federal Funds Effective Rate. If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank's Loan included in such Borrowing for purposes of this Agreement. If Nothing in this Section 2.03(D) shall relieve such Bank or any other Bank of its obligation to make its share of each Borrowing available to the Agent in accordance with the terms of this Agreement. (E) Floating Rate Loans shall continue as Floating Rate Loans unless and until such Floating Rate Loans are converted into Eurodollar Loans pursuant to this Section 2.03(E) or are repaid in accordance with Section 2.10. Each Eurodollar Loan shall continue as a Eurodollar Loan until the end of the then applicable Interest Period therefor, at which time, each such Eurodollar Loan shall be automatically converted into a Floating Rate Loan unless (x) such Eurodollar Loan is or was repaid in accordance with Section 2.10 or (y) the relevant Borrower shall have repaid such corresponding amount given the Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such BankInterest Period, such Bank Eurodollar Loan either continue as a Eurodollar Loan for the same or another Interest Period or be converted into a Floating Rate Loan. Subject to the terms of Section 2.01, the Borrowers may elect from time to time to convert all or any part of a Loan of any type into any other type or types of Loans denominated in Dollars; provided that any conversion of any Eurodollar Loan shall reimburse be made on, and only on, the last day of the Interest Period applicable thereto; provided, however, that from and after the Conversion Date, and only so long as no Event of Default shall have occurred and be continuing, the Borrowers may elect to convert or continue any Loan at any time, subject to Section 2.12. The relevant Borrower for any loss on account thereof incurred shall give the Agent irrevocable notice (a "Conversion/Continuation Notice") of each conversion or continuation of a Loan not later than 10:00 a.m. (Detroit time) at least one Domestic Business Day, in the case of a conversion into or continuation of a Floating Rate Loan, three Eurodollar Business Days, in the case of a conversion into or continuation by the BorrowerCompany of a Eurodollar Loan denominated in Dollars, or five Eurodollar Business Days, in the case of a conversion or continuation of any Eurodollar Loan by Masco Europe, prior to the date of the requested conversion or continuation, specifying: (a) the requested date, which shall be a Domestic Business Day or in the case of a conversion into or continuation of a Eurodollar Loan, a Eurodollar Business Day, of such conversion or continuation, and (b) the amount and type(s) of Loan(s) into which such Loan is to be converted or continued and, in the case of a conversion into or continuation of a Eurodollar Loan, the duration of the Interest Period applicable thereto.

Notice to Banks; Funding of Loans. (a) Upon receipt of a Notice of Borrowing, the Administrative Agent shall promptly notify each relevant Bank of the contents thereof and of such Bank's ’s share (if any) of such Borrowing and such Notice of Borrowing shall not thereafter be revocable by the requesting Borrower or Additional Borrower, as the case may be; provided that Swingline Loans shall be made as provided in Section 2.23. Each Bank at its option may make any Loan by causing any domestic or foreign branch or Affiliate of such Bank to make such Loan (subject to the provision by such branch or Affiliate, prior to such branch or Affiliate receiving any payments pursuant to the Loan Documents, of any documentation required pursuant to Section 2.15); provided that any exercise of such option shall not affect the obligation of the applicable Borrower or the applicable Additional Borrower to repay such Loan in accordance with the terms of this Agreement. (b) Not later than 1:00 12:30 P.M. (New York City time) on the date of each Borrowing, each Bank participating therein shall (except as provided in subsection (c2.4(c) of this Section) make available its share of such Borrowing, in Federal or other funds immediately available in New York City, City to the Administrative Agent at its address referred specified in or pursuant to Section 9.1 (or, in Section 10.01the case of any Borrowing denominated in a Foreign Currency, at such other address as the Administrative Agent may specify from time to time by written notice to Allegion plc and the Banks). Unless the Administrative Agent determines that any applicable condition specified in Article 3 III has not been satisfied, as determined by the Agent in accordance with Article 3, the Administrative Agent will make the funds so received from the such Banks immediately available in like funds to the applicable Borrower or the applicable Additional Borrower, as the case may be, at the Administrative Agent's ’s aforesaid address. (c) . If any Bank makes a new Loan with respect to any Class hereunder to the Borrower on a day on which the applicable Borrower or the applicable Additional Borrower, as the case may be, is to repay all or any part of an outstanding Loan of such Class from such Bank, such Bank shall apply the proceeds of its new Loan of such Class to make such repayment and only an amount equal to the difference (if any) between the amount being borrowed by the Borrower and the amount being repaid shall be made available by such Bank to the Administrative Agent as provided in this subsection (b) of this Section2.4(b), or remitted by the applicable Borrower or the applicable Additional Borrower, as the case may be, to the Administrative Agent as provided in Section 2.12, as the case may be. (dc) Unless the Administrative Agent shall have received notice from a Bank of the applicable Class prior to the date of any Borrowing (or, in the case of if a Base Rate Borrowing, prior to Noon (New York City the time) on the date of such Borrowing) any Borrowing that such Bank will not make available to the Administrative Agent such Bank's ’s share of such Borrowing, the Administrative Agent may assume that such Bank has made such share available to the Administrative Agent on the date of such Borrowing in accordance with subsections (b) and (csubsection 2.4(b) of this Section 2.04 2.4 and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower or the applicable Additional Borrower, as the case may be, on such date a corresponding amount. If and to the extent that such Bank shall not have so made such share available to the Administrative Agent, such Bank and such Borrower or such Additional Borrower, as the case may be, severally (as between the Banks and any Borrower or applicable Additional Borrower) and jointly and severally (as between the Borrowers or applicable Additional Borrower) agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the such Borrower until the date such amount is repaid to the Administrative Agent, at a rate per annum equal to (i) in the case of a payment to be made by such Bank, the Borrower, greater of the applicable Overnight Rate and a rate per annum equal to determined by the higher of Administrative Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Federal Funds Rate and Administrative Agent in connection with the interest rate applicable thereto pursuant to Section 2.07 foregoing, and (ii) in the case of a payment to be made by such BankBorrower, the Federal Funds Rateinterest rate applicable to Base Rate Loans, or in the case of Foreign Currencies, in accordance with such market practice, in each case, as applicable. A certificate of the Administrative Agent submitted to any Bank with respect to any amounts owing under this paragraph shall be conclusive in the absence of manifest error. If such Bank shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Bank's ’s Loan included in such Borrowing for purposes of this Agreement. If the Borrower shall have repaid such corresponding amount of such Bank, such Bank shall reimburse the Borrower for any loss on account thereof incurred by the Borrower.

Notice to Banks; Funding of Loans. (a) Upon receipt of a Notice of Borrowing, the Administrative Agent shall promptly notify each Bank on the same Domestic Business Day of the contents thereof and of such Bank's ’s share (if any) of such Borrowing and such Notice of Borrowing shall not thereafter be revocable by the Borrower. (b) Not later than 1:00 2:00 P.M. (New York City time) on the date of each Borrowing, each Bank participating therein shall (except as provided in subsection (c) of this Section) make available its share of such Borrowing, in Federal or other funds immediately available in New York City, to the Administrative Agent at its address referred specified in or pursuant to in Section 10.019.01. Unless the Administrative Agent determines that any applicable condition specified in Article 3 has not been satisfied, as determined by the Agent in accordance with Article 3, the Administrative Agent will thereafter make the funds so received from the Banks immediately available to the Borrower at the Administrative Agent's ’s aforesaid address, provided, however, that the Administrative Agent shall first make a portion of such funds equal to the aggregate principal amount of any L/C Borrowings made by any Issuing Bank and by any Bank, as the case may be, and outstanding on the date of such Borrowing, plus interest accrued and unpaid thereon to and as of such date, available to such Issuing Bank or such other Bank, as the case may be, for repayment of such L/C Borrowing. (c) If any Bank makes a new Loan hereunder to the Borrower on a day on which the Borrower is to repay all or any part of an outstanding Loan from such Bank, such Bank shall apply the proceeds of its new Loan to make such repayment and only an amount equal to the difference (if any) between the amount being borrowed by the Borrower and the amount being repaid shall be made available by such Bank to the Administrative Agent as provided in subsection (b) of this Section), or remitted by the Borrower to the Administrative Agent as provided in Section 2.122.13, as the case may be. (d) Unless the Administrative Agent shall have received notice from a been notified by any Bank prior to the date of any Borrowing (or, in the case of a Base Rate Borrowing, or prior to Noon 2:00 P.M. (New York City time) on the date of such Borrowing in the case of a Base Rate Borrowing) that such Bank will does not intend to make available to the Administrative Agent such Bank's share ’s portion of the Borrowing to be made on such Borrowingdate, the Administrative Agent may assume that such Bank has made such share amount available to the Administrative Agent on the such date of such Borrowing in accordance with subsections (b) and (c) of this Section 2.04 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount, subject to the provisions of subsection (c). If and to the extent that such Bank shall corresponding amount is not have so in fact made such share available to the AgentAdministrative Agent by such Bank, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Bank. If such Bank does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify the Borrower and the Borrower severally agree to repay to the Agent forthwith on demand shall promptly pay such corresponding amount together with to the Administrative Agent. The Administrative Agent shall also be entitled to recover from such Bank or the Borrower interest thereon, for on such corresponding amount in respect of each day from the date such corresponding amount is was made available by the Administrative Agent to the Borrower until to the date such corresponding amount is repaid to recovered by the Administrative Agent, at a rate per annum equal to (ix) in the case of a Bank, the Federal Funds Rate for each such day and (y) in the case of the Borrower, the then applicable rate for Base Rate Loans, Euro-Dollar Loans or Money Market Loans, as appropriate. Nothing herein shall be deemed to relieve any Bank from its obligation to fulfill its Commitment hereunder or to prejudice any rights which the Borrower may have against any Bank as a rate per annum equal to the higher result of the Federal Funds Rate and the interest rate applicable thereto pursuant to Section 2.07 and (ii) in the case of such Bank, the Federal Funds Rate. If any default by such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank's Loan included in such Borrowing for hereunder. For purposes of this Agreement. If subsection (d), no amount paid to the Borrower Administrative Agent hereunder shall be considered to have been recovered by the Administrative Agent on the date of payment unless such amount shall have repaid such corresponding amount of such Bank, such Bank shall reimburse the Borrower for any loss on account thereof incurred been received by the BorrowerAdministrative Agent by 2:30 P.M. (New York City time) on such date.

Notice to Banks; Funding of Loans. (a) Upon receipt of a Notice of Borrowing, the Administrative Agent shall promptly notify each Bank of the contents thereof and of such Bank's share (if any) of such Borrowing and such Notice of Borrowing shall not thereafter be revocable by the Borrower. (b) Not later than 1:00 P.M. 12:00 Noon (New York City time) on the date of each Borrowing, each Bank participating therein shall (except as provided in subsection (c) of this Section) make available its share of such Borrowing, in Federal or other funds immediately available in New York City, to the Administrative Agent at its address referred specified in or pursuant to in Section 10.019.01. Unless the Administrative Agent determines that any applicable condition specified in Article 3 has not been satisfied, as determined by the Agent in accordance with Article 3, the Administrative Agent will make the funds so received from the Banks immediately available to the Borrower at the Administrative Agent's aforesaid address. (c) If any Bank makes a new Loan hereunder to the Borrower on a day on which the Borrower is to repay all or any part of an outstanding Loan from such Bank, such Bank shall apply the proceeds of its new Loan to make such repayment and only an amount equal to the difference (if any) between the amount being borrowed by the Borrower and the amount being repaid shall be made available by such Bank to the Agent as provided in subsection (b) of this Section, or remitted by the Borrower to the Agent as provided in Section 2.12, as the case may be. (d) Unless the Administrative Agent shall have received notice from a Bank prior to the date of any Borrowing (or, in the case of a Base Rate Borrowing, prior to Noon (New York City time) on the date of such Borrowing) that such Bank will not make available to the Administrative Agent such Bank's share of such Borrowing, the Administrative Agent may assume that such Bank has made such share available to the Administrative Agent on the date of such Borrowing in accordance with subsections subsection (b) and (c) of this Section 2.04 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such share available to the Administrative Agent, such Bank and and, if such Bank shall not have made such payment within two Domestic Business Days of demand therefor, the Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of the Borrower, a rate per annum equal to the higher of the Federal Funds Rate and the interest rate applicable thereto pursuant to Section 2.07 and (ii) in the case of such Bank, the Federal Funds Rate. If such Bank shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Bank's Loan included in such Borrowing for purposes of this Agreement. If . (d) The failure of any Bank to make the Borrower Loan to be made by it as part of any Borrowing shall have repaid such corresponding amount not relieve any other Bank of its obligation, if any, hereunder to make a Loan on the date of such BankBorrowing, such but no Bank shall reimburse be responsible for the Borrower for failure of any loss on account thereof incurred other Bank to make a Loan to be made by the Borrowersuch other Bank.

Notice to Banks; Funding of Loans. (a) Upon receipt of a Notice of Borrowing, the Administrative Agent shall promptly notify each Bank on the same Domestic Business Day of the contents thereof and of such Bank's ’s share (if any) of such Borrowing and such Notice of Borrowing shall not thereafter be revocable by the Borrower. (ba) Not later than 1:00 2:00 P.M. (New York City time) on the date of each Borrowing, each Bank participating therein shall (except as provided in subsection (c) of this Section) make available its share of such Borrowing, in Federal or other funds immediately available in New York City, to the Administrative Agent at its address referred specified in or pursuant to in Section 10.019.01. Unless the Administrative Agent determines that any applicable condition specified in Article 3 has not been satisfied, as determined by the Agent in accordance with Article 3, the Administrative Agent will thereafter make the funds so received from the Banks immediately available to the Borrower at the Administrative Agent's ’s aforesaid address, provided, however, that the Administrative Agent shall first make a portion of such funds equal to the aggregate principal amount of any L/C Borrowings made by any Issuing Bank and by any Bank, as the case may be, and outstanding on the date of such Borrowing, plus interest accrued and unpaid thereon to and as of such date, available to such Issuing Bank or such other Bank, as the case may be, for repayment of such L/C Borrowing. (cb) If any Bank makes a new Loan hereunder to the Borrower on a day on which the Borrower is to repay all or any part of an outstanding Loan from such Bank, such Bank shall apply the proceeds of its new Loan to make such repayment and only an amount equal to the difference (if any) between the amount being borrowed by the Borrower and the amount being repaid shall be made available by such Bank to the Administrative Agent as provided in subsection (b) of this Section), or remitted by the Borrower to the Administrative Agent as provided in Section 2.122.13, as the case may be. (dc) Unless the Administrative Agent shall have received notice from a been notified by any Bank prior to the date of any Borrowing (or, in the case of a Base Rate Borrowing, or prior to Noon 2:00 P.M. (New York City time) on the date of such Borrowing in the case of a Base Rate Borrowing) that such Bank will does not intend to make available to the Administrative Agent such Bank's share ’s portion of the Borrowing to be made on such Borrowingdate, the Administrative Agent may assume that such Bank has made such share amount available to the Administrative Agent on the such date of such Borrowing in accordance with subsections (b) and (c) of this Section 2.04 and the Administrative Agent maymay (but shall have no obligation to), in reliance upon such assumption, make available to the Borrower on such date a corresponding amount, subject to the provisions of subsection (c). If and to the extent that such Bank shall corresponding amount is not have so in fact made such share available to the AgentAdministrative Agent by such Bank, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Bank. If such Bank does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify the Borrower and the Borrower severally agree to repay to the Agent forthwith on demand shall promptly pay such corresponding amount together with to the Administrative Agent. The Administrative Agent shall also be entitled to recover from such Bank or the Borrower interest thereon, for on such corresponding amount in respect of each day from the date such corresponding amount is was made available by the Administrative Agent to the Borrower until to the date such corresponding amount is repaid to recovered by the Administrative Agent, at a rate per annum equal to (ix) in the case of a Bank, the Federal Funds Rate for each such day and (y) in the case of the Borrower, the then applicable rate for Base Rate Loans or Term Benchmark Loans, as appropriate. Nothing herein shall be deemed to relieve any Bank from its obligation to fulfill its Commitment hereunder or to prejudice any rights which the Borrower may have against any Bank as a rate per annum equal to the higher result of the Federal Funds Rate and the interest rate applicable thereto pursuant to Section 2.07 and (ii) in the case of such Bank, the Federal Funds Rate. If any default by such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank's Loan included in such Borrowing for hereunder. For purposes of this Agreement. If subsection (d), no amount paid to the Borrower Administrative Agent hereunder shall be considered to have been recovered by the Administrative Agent on the date of payment unless such amount shall have repaid such corresponding amount of such Bank, such Bank shall reimburse the Borrower for any loss on account thereof incurred been received by the BorrowerAdministrative Agent by 2:30 P.M. (New York City time) on such date.

Notice to Banks; Funding of Loans. (a) Upon receipt of a Notice of Borrowing, the Administrative Agent shall promptly notify each Bank of the contents thereof and of such Bank's ’s share (if any) of such Borrowing and such Notice of Borrowing shall not thereafter be revocable by the applicable Borrower. (b) Not later than 1:00 P.M. (3:00 p.m., New York City time) , on the date of each Borrowing, each Bank participating therein shall (except as provided in subsection (c) of this Section) make available its share of such Borrowing, in Federal or other funds immediately available in New York City, to the Administrative Agent at its address referred specified in or pursuant to in Section 10.019.01. Unless the Administrative Agent determines that any applicable condition specified in Article 3 has not been satisfied, as determined by the Agent in accordance with Article 3, the Administrative Agent will make the funds so received from the Banks immediately available to the applicable Borrower, either by crediting the amount thereof to an account of such Borrower at (if any) maintained with the Administrative Agent or by wire transfer of such amount, in each case in accordance with the instructions of such Borrower provided to the Administrative Agent's aforesaid address; provided that ABR Revolving Credit Loans made to finance the reimbursement of Unreimbursed Amount in respect of a Letter of Credit as provided in Section 2.18(c) shall be remitted by the Administrative Agent to the applicable Fronting L/C Issuer. (c) If any Bank makes a new Loan hereunder to the Borrower on a day on which the Borrower is to repay all or any part of an outstanding Loan from such Bank, such Bank shall apply the proceeds of its new Loan to make such repayment and only an amount equal to the difference (if any) between the amount being borrowed by the Borrower and the amount being repaid shall be made available by such Bank to the Agent as provided in subsection (b) of this Section, or remitted by the Borrower to the Agent as provided in Section 2.12, as the case may be. (d) Unless the Administrative Agent shall have received notice from a Bank prior to the date of any Borrowing (or, in the case of a Base Rate an ABR Borrowing, prior to Noon (2:00 p.m., New York City time) , on the date of such Borrowingof) any Borrowing that such Bank will not make available to the Administrative Agent such Bank's ’s share of such Borrowing, the Administrative Agent may assume that such Bank has made such share available to the Administrative Agent on the date of such Borrowing in accordance with subsections (bSection 2.04(b) and (c) of this Section 2.04 and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such share available to the Administrative Agent, such Bank and the applicable Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the such Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of the such Borrower, a rate per annum equal to the higher of the Federal Funds Effective Rate and the interest rate applicable thereto pursuant to Section 2.07 and (ii) in the case of such Bank, the Federal Funds Effective Rate. If such Bank shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Bank's ’s Loan included in such Borrowing for purposes of this Agreement. If the Borrower shall have repaid such corresponding amount of such Bank, such Bank shall reimburse the Borrower for any loss on account thereof incurred by the Borrower.

Notice to Banks; Funding of Loans. (a) Upon receipt of a Notice of BorrowingBorrowing or, if applicable, a Notice of Term Loan Interest Rate Selection, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ’s share (if any) of such Borrowing and such Notice of Borrowing or Notice of Term Loan Interest Rate Selection, respectively, shall not thereafter be revocable by the Borrower. (b) Not Except with respect to a Segment of the Term Loan, not later than 1:00 P.M. 12:00 Noon (New York City time) on the date of each Borrowing, each Bank participating therein shall (except as provided in subsection (c) of this SectionSection 2.04) make available its share of such Borrowing, in Federal or other funds immediately available in New York CitySan Francisco, California, to the Agent at its address referred to in Section 10.019.01. Unless the Agent determines that any applicable condition specified in Article 3 has not been satisfied, as determined by the Agent in accordance with Article 3, the Agent will make the funds so received from the Banks immediately available to the Borrower at the Agent's ’s aforesaid address. (c) If Except with respect to a Term Loan, if any Bank makes a new Loan hereunder to the Borrower on a day on which the Borrower is to repay all or any part of an outstanding Loan from such Bank, such Bank shall apply the proceeds of its new Loan to make such repayment and only an amount equal to the difference (if any) between the amount being borrowed by the Borrower and the amount being repaid shall be made available by such Bank to the Agent as provided in subsection (b) of this Section), or remitted by the Borrower to the Agent as provided in Section 2.12, as the case may be. (d) Unless the Agent shall have received notice from a Bank prior to the date of any Borrowing (or, in the case of a Base Rate Borrowing, prior to Noon (New York City time) on the date of such Borrowing) that such Bank will not make available to the Agent such Bank's ’s share of such Borrowing, the Agent may assume that such Bank has made such share available to the Agent on the date of such Borrowing in accordance with subsections (b) and (c) of this Section 2.04 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such share available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of the Borrower, a rate per annum equal to the higher of the Federal Funds Rate and or the interest rate applicable thereto pursuant to Section 2.07 and (ii) in the case of such Bank, the Federal Funds Rate. If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank's ’s Loan included in such Borrowing for purposes of this Agreement. If The failure of any Bank to make available its share of any Borrowing shall not relieve any other Bank of its corresponding obligation to do so on the Borrower shall have repaid such corresponding amount of such Bankdate when due, such and no Bank shall reimburse be responsible for the Borrower for failure of any loss on account thereof incurred by the Borrowerother Bank to so make its share available.

Notice to Banks; Funding of Loans. (a) Upon receipt of a Notice of Borrowing, the Administrative Agent shall promptly notify each Bank participating therein of the contents thereof and of such Bank's share (if any) of such Borrowing and such Notice of Borrowing shall not thereafter be revocable by the Borrower. (b) Not later than 1:00 P.M. 12:00 Noon (New York City time) on the date of each Borrowing, each Bank participating therein shall (except as provided in subsection (c) of this Section) make available its share of such Borrowing, in Federal or other funds immediately available in New York City, to the Administrative Agent at its address referred specified in or pursuant to in Section 10.019.01. Unless the Administrative Agent determines that any applicable condition specified in Article 3 has not been satisfied, as determined by the Agent in accordance with Article 3, the Administrative Agent will make the funds so received from the Banks immediately available to the Borrower at the Administrative Agent's aforesaid address. (c) If any Bank makes a new Loan hereunder to the Borrower on a day on which the Borrower is to repay all or any part of an outstanding Loan from such Bank, such Bank shall apply the proceeds of its new Loan to make such repayment and only an amount equal to the difference (if any) between the amount being borrowed by the Borrower and the amount being repaid shall be made available by such Bank to the Agent as provided in subsection (b) of this Section, or remitted by the Borrower to the Agent as provided in Section 2.12, as the case may be. (d) Unless the Administrative Agent shall have received notice from a Bank prior to the date of any Borrowing (or, in the case of a Base Rate Borrowing, prior to Noon (New York City time) on the date of such Borrowing) that such Bank will not make available to the Administrative Agent such Bank's share of such Borrowing, the Administrative Agent may assume that such Bank has made such share available to the Administrative Agent on the date of such Borrowing in accordance with subsections subsection (b) and (c) of this Section 2.04 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such share available to the Administrative Agent, such Bank and the Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of the Borrower, a rate per annum equal to the higher of the Federal Funds Rate and the interest rate applicable thereto pursuant to Section 2.07 2.06 and (ii) in the case of such Bank, the Federal Funds Rate. If such Bank shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Bank's Loan included in such Borrowing for purposes of this Agreement. If the Borrower shall have repaid such corresponding amount of such Bank, such Bank shall reimburse the Borrower for any loss on account thereof incurred by the Borrower.

Notice to Banks; Funding of Loans. (a) Upon receipt of a Notice of Borrowing, the Administrative Agent shall promptly notify each Bank of the contents thereof and of such Bank's share (if any) of such Borrowing and such Notice of Borrowing shall not thereafter be revocable by the Borrower. (b) Not later than 1:00 P.M. 12:00 Noon (New York City time) on the date of each Borrowing, each Bank participating therein shall (except as provided in subsection (c) of this Section) make available its share of such Borrowing, in Federal or other funds immediately available in New York City, to the Administrative Agent at its address referred to in Section 10.019. 1. Unless the Administrative Agent determines that any applicable condition specified in Article 3 3) has not been satisfied, as determined by the Agent in accordance with Article 3, the Administrative Agent will make the funds so received from the Banks immediately available to the Borrower at the Administrative Agent's aforesaid address. (c) If any Bank makes a new Loan hereunder to the Borrower on a day on which the Borrower is to repay all or any part of an outstanding Loan from such Bank, such Bank shall apply the proceeds of its new Loan to make such repayment and only an amount equal to the difference (if any) between the amount being borrowed by the Borrower and the amount being repaid shall be made available by such Bank to the Administrative Agent as provided in subsection (b) of this Section), or remitted by the Borrower to the Administrative Agent as provided in Section 2.12, as the case may be. (d) Unless the Administrative Agent shall have received notice from a Bank prior to the date of any Borrowing (or, in the case of a Base Rate Borrowing, prior to Noon (New York City time) on the date of such Borrowing) that such Bank will not make available to the Administrative Agent such Bank's share of such Borrowing, the Administrative Agent may assume that such Bank has made such share available to the Administrative Agent on the date of such Borrowing in accordance with subsections (b) and (c) of this Section 2.04 2.4 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such share available to the Administrative Agent, such Bank and the Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of the Borrower, a rate per annum equal to the higher of the Federal Funds Rate and the interest rate applicable thereto pursuant to Section 2.07 2.7 and (ii) in the case of such Bank, the Federal Funds Rate. If such Bank shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Bank's Loan included in such Borrowing for purposes of this Agreement. If The provisions of this Section 2.4(d) shall not relieve any Bank of responsibility for its obligations under this Agreement or any default in the Borrower shall have repaid such corresponding amount of such Bank, such Bank shall reimburse the Borrower for any loss on account thereof incurred by the Borrowerperformance thereof.

Notice to Banks; Funding of Loans. (a) Upon receipt of a --------------------------------- Notice of Borrowing, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share (if any) of such Borrowing and such Notice of Borrowing shall not thereafter be revocable by the BorrowerBorrower except pursuant to subsection (d) of this Section or Section 8.01(a). (b) Not later than 1:00 P.M. (New York City time) on On the date of each Borrowing, each Bank participating therein shall (except as provided in subsection (c) of this Section) make available its ratable share of such Borrowing, (i) if such Borrowing is denominated in Dollars, not later than 12:00 noon, Chicago time, in Federal or other funds immediately available in New York City, to the Agent Agent, in Chicago, Illinois at its address referred specified in or pursuant to Section 10.01 and, (ii) if such Borrowing is denominated in Section 10.01another currency, not later than 12:00 noon, local time in the city of the Agent's Euro-Currency Payment Office for such currency, in such funds as may then be customary for the settlement of international transactions in such currency in the city of and at the address of the Agent's Euro-Currency Payment Office for such currency. Unless the Agent determines that any applicable condition specified in Article 3 III has not been satisfied, as determined by the Agent in accordance with Article 3, the Agent will make the funds so received from the Banks immediately available to the Borrower at the Agent's aforesaid address. (c) If any Bank makes a new Loan hereunder to on the Borrower on a day date on which the Borrower is to repay all or any part of an outstanding Loan from such Bank, which outstanding Loan is denominated in the currency of such new Loan, such Bank shall apply the proceeds of its new Loan to make such repayment and only an amount equal to the difference (if any) between the amount being borrowed by the Borrower and the principal amount being repaid shall be made available by such Bank to the Agent as provided in subsection (b) of this Section, Section or remitted by the Borrower to the Agent as provided in Section 2.12, as the case may be. (d) Unless Notwithstanding the Agent satisfaction of all conditions referred to in Section 2.01, 2.02 or 2.03(b) with respect to any Borrowing in any currency other than Dollars, if there shall have received notice from a Bank occur on or prior to the date of such Borrowing any Borrowing (orchange in national or international financial, political or economic conditions or currency exchange rates or exchange controls which would in the case opinion of a Base Rate Borrowingthe Agent or the Required Banks make it impracticable for the Euro-Currency Loans or Money Market LIBOR Loans comprising such Borrowing to be denominated in the currency specified by the Borrower, prior to Noon (New York City time) on then the date of such Borrowing) that such Bank will not make available Agent shall forthwith give notice thereof to the Agent Borrower and the Banks, and such Bank's share of Loans shall not be denominated in such Borrowing, the Agent may assume that such Bank has currency but shall be made such share available to the Agent on the date of such Borrowing in accordance with subsections (b) and (c) Dollars, in an aggregate principal amount equal to the Dollar Amount of this Section 2.04 and the aggregate principal amount specified in the related Notice of Borrowing, as Base Rate Loans, unless the Borrower notifies the Agent may, in reliance upon at least one Domestic Business Day before such assumption, make available date that (i) it elects not to the Borrower borrow on such date or (ii) it elects to borrow on such date in a corresponding amount. If and to different Agreed Currency or Designated Currency, as the extent that case may be, in which the denomination of such Bank shall not have so made such share available to Loans would in the Agent, such Bank opinion of the Agent and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding Required Banks be practicable and in an aggregate principal amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of the Borrower, a rate per annum equal to the higher Dollar Amount of the Federal Funds Rate and the interest rate applicable thereto pursuant to Section 2.07 and (ii) aggregate principal amount specified in the case related Notice of such Bank, the Federal Funds Rate. If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank's Loan included in such Borrowing for purposes of this Agreement. If the Borrower shall have repaid such corresponding amount of such Bank, such Bank shall reimburse the Borrower for any loss on account thereof incurred by the BorrowerBorrowing.

Notice to Banks; Funding of Loans. (a) Upon receipt of a Notice of Borrowing, the Administrative Agent shall promptly notify each Bank of the contents thereof and of such Bank's ’s share (if any) of such Borrowing and such Notice of Borrowing shall not thereafter be revocable by the BorrowerBorrowing. (bi) Not later than 1:00 P.M. 12:00 Noon (New York City timeEastern time (standard or daylight, as applicable)) on the date of each BorrowingEurocurrency Borrowing denominated in dollars and (ii) not later 12:00 Noon, local time in the city of the Administrative Agent’s Eurocurrency Lending Office on the date of each Eurocurrency Borrowing denominated in euros, each Bank participating therein shall (except as provided in subsection (c) of this SectionSection 2.03) make available its share of such Borrowing, in Federal federal or other funds immediately available in New York City, to the Administrative Agent at its address referred to in Section 10.01the applicable Agent’s Account. Unless the Administrative Agent determines that any applicable condition specified in Article 3 has not been satisfied, as determined by the Agent in accordance with Article 3, the Administrative Agent will make the funds so received from the Banks immediately available to the relevant Borrower at the Administrative Agent's ’s aforesaid addressaddress in immediately available funds. (c) If any Bank makes a new Loan denominated in dollars or euros to a Borrower hereunder to the Borrower on a day on which the such Borrower is to repay all or any part of an outstanding Loan from such BankBank denominated in the same currency of such new Loan, such Bank shall apply the proceeds of its new Loan to make such repayment and only an amount equal to the difference (if any) between the amount being borrowed by the such Borrower and the amount being repaid by it shall be made available by such Bank to the Administrative Agent as provided in subsection (b) of this Section), or remitted by the such Borrower to the Administrative Agent as provided in Section 2.12, as the case may be. (d) Unless the Administrative Agent shall have received notice from a Bank prior to the date time of any Borrowing (or, in the case of a Base Rate Borrowing, prior to Noon (New York City time) on the date of such Borrowing) that such Bank will not make available to the Administrative Agent such Bank's ’s share of such Borrowing, the Administrative Agent may assume that such Bank has made such share available to the Administrative Agent on the date of such Borrowing in accordance with subsections subsection (b) and (c) of this Section 2.04 2.03 and the Administrative Agent may, in reliance upon such assumption, make available to the relevant Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such share available to the Administrative Agent, such Bank and the relevant Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the such Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of the such Borrower, a rate per annum equal to the higher of the Federal Funds Rate and the interest rate applicable thereto pursuant to Section 2.07 2.06 and (ii) in the case of such Bank, (A) the Federal Funds RateRate in the case of Loans denominated in dollars or (B) the cost of funds incurred by the Administrative Agent in respect of such amount in the case of Loans denominated in euros. If such Bank shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Bank's ’s Loan included in such Borrowing for purposes of this Agreement. If the Borrower shall have repaid such corresponding amount of such Bank, such Bank shall reimburse the Borrower for any loss on account thereof incurred by the Borrower.

Notice to Banks; Funding of Loans. (a) Upon receipt of a Notice of Borrowing, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's share (if any) of such Borrowing and such Notice of Borrowing shall not thereafter be revocable by the Borrower. (b) Not later than 1:00 P.M. 12:00 Noon (New York City time) on the date of each Borrowing, each Bank participating therein shall (except as provided in Section 2.04 and subsection (c) of this Section) make available its share of such Borrowing, in Federal or other funds immediately available in New York City, to the Agent at its address referred specified in or pursuant to Section 9.01 or, subject to the provisions of Section 2.03(h), if such Borrowing is to be made in Section 10.01an Alternative Currency, make available the Equivalent Amount of such Alternative Currency on that day (in such funds as may then be customary for the settlement of international transactions in the Alternative Currency) to the account of the Agent at such place as shall have been notified by the Agent to the Banks by not less than five Domestic Business Days' notice. Unless the Agent determines that any applicable condition specified in Article 3 III has not been satisfied, as determined by the Agent in accordance with Article 3, the Agent will make the funds so received from the Banks immediately available to the Borrower at the Agent's aforesaid address. (c) If any Bank (including a Swingline Lender) makes a new Loan hereunder to the Borrower on a day on which the Borrower is to repay all or any part of an outstanding Loan denominated in the same currency from such Bank, such Bank shall apply the proceeds of its new Loan to make such repayment and only an amount equal to the difference (if any) between the amount being borrowed by the Borrower and the amount being repaid shall be made available by such Bank to the Agent as provided in subsection (b) of this Section), or remitted by the Borrower to the Agent as provided in Section 2.122.13, as the case may be. (d) Unless the Agent shall have received notice from a Bank prior to the date of any Borrowing (or, in the case of a Base Rate Borrowing, prior to Noon (New York City time) on the date of such Borrowing) that such Bank will not make available to the Agent such Bank's share of such Borrowing, the Agent may assume that such Bank has made such share available to the Agent on the date of such Borrowing in accordance with subsections (b) and (c) of this Section 2.04 2.05 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such share available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of the Borrower, a rate per annum equal to the higher of the Federal Funds Rate and the interest rate applicable thereto pursuant to Section 2.07 2.08 and (ii) in the case of such Bank, the Federal Funds Rate. If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank's Loan included in such Borrowing for purposes of this Agreement. If the Borrower shall have repaid such corresponding amount of such Bank, such Bank shall reimburse the Borrower for any loss on account thereof incurred by the Borrower.

Notice to Banks; Funding of Loans. (a) Upon receipt of a Notice of Borrowing, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's share (if any) of such Borrowing and such Notice of Borrowing shall not thereafter be revocable by the Borrower. (b) Not later than 1:00 P.M. (New York City time) on the date of each Borrowing, each Bank participating therein shall (except as provided in subsection (c) of this Section) make available its share of such Borrowing, in Federal or other funds immediately available in New York City, to the Agent at its address referred specified in or pursuant to in Section 10.019.01. Unless the Agent determines that any applicable condition specified in Article 3 has not been satisfied, as determined by the Agent in accordance with Article 3, the Agent will make the funds so received from the Banks immediately available to the Borrower at the Agent's aforesaid address. (c) If any Bank makes a new Loan hereunder to the Borrower on a day on which the Borrower is to repay all or any part of an outstanding Loan from such Bank, such Bank shall apply the proceeds of its new Loan to make such repayment and only an amount equal to the difference (if any) between the amount being borrowed by the Borrower and the amount being repaid shall be made available by such Bank to the Agent as provided in subsection (b) of this Section), or remitted by the Borrower to the Agent as provided in Section 2.122.13, as the case may be. (d) Unless the Agent shall have received notice from a been notified by any Bank prior to the date of any Borrowing (or, in the case of a Base Rate Borrowing, or prior to Noon 1:00P.M. (New York City time) on the date of such Borrowing in the case of a Base Rate Borrowing) that such Bank will does not intend to make available to the Agent such Bank's share portion of the Borrowing to be made on such Borrowingdate, the Agent may assume that such Bank has made such share amount available to the Agent on the such date of such Borrowing in accordance with subsections (b) and (c) of this Section 2.04 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount, subject to the provisions of subsection (c). If and to the extent that such Bank shall corresponding amount is not have so in fact made such share available to the AgentAgent by such Bank, the Agent shall be entitled to recover such corresponding amount on demand from such Bank. If such Bank does not pay such corresponding amount forthwith upon the Agent's demand therefor, the Agent shall promptly notify the Borrower and the Borrower severally agree to repay to the Agent forthwith on demand shall promptly pay such corresponding amount together with to the Agent. The Agent shall also be entitled to recover from such Bank or the Borrower interest thereon, for on such corresponding amount in respect of each day from the date such corresponding amount is was made available by the Agent to the Borrower until to the date such corresponding amount is repaid to recovered by the Agent, at a rate per annum equal to (ix) in the case of a Bank, the Federal Funds Rate for each such day and (y) in the case of the Borrower, the then applicable rate for Base Rate Loans, CD Loans, Euro-Dollar Loans or Money Market Loans, as appropriate. Nothing herein shall be deemed to relieve any Bank from its obligation to fulfill its Commitment hereunder or to prejudice any rights which the Borrower may have against any Bank as a rate per annum equal to the higher result of the Federal Funds Rate and the interest rate applicable thereto pursuant to Section 2.07 and (ii) in the case of such Bank, the Federal Funds Rate. If any default by such Bank shall repay hereunder. For purposes of this subsection (d), no amount paid to the Agent such corresponding amount, hereunder shall be considered to have been recovered by the Agent on the date of payment unless such amount so repaid shall constitute such Bank's Loan included in such Borrowing for purposes of this Agreement. If the Borrower shall have repaid such corresponding amount of such Bank, such Bank shall reimburse the Borrower for any loss on account thereof incurred been received by the BorrowerAgent by 2:30 P.M. (New York City time) on such date.

Notice to Banks; Funding of Loans. (a) Upon receipt of a Notice of Borrowing, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ’s share (if any) of such Borrowing and such Notice of Borrowing shall not thereafter be revocable by the Borrower. (b) Not later than 1:00 P.M. (New York City time) on the date of each Borrowing, each Bank participating therein shall (except as provided in subsection (c) of this SectionSection 2.04) make available its share of such Borrowing, in Federal or other funds immediately available in New York CitySan Francisco, California, to the Agent at its address referred to in Section 10.019.01. Unless the Agent determines that any applicable condition specified in Article 3 has not been satisfied, as determined by the Agent in accordance with Article 3, the Agent will make the funds so received from the Banks immediately available to the Borrower at the Agent's ’s aforesaid address. (c) If any Bank makes a new Loan hereunder to the Borrower on a day on which the Borrower is to repay all or any part of an outstanding Loan from such Bank, such Bank shall apply the proceeds of its new Loan to make such repayment and only an amount equal to the difference (if any) between the amount being borrowed by the Borrower and the amount being repaid shall be made available by such Bank to the Agent as provided in subsection (b) of this Section), or remitted by the Borrower to the Agent as provided in Section 2.12, as the case may be. (d) Unless the Agent shall have received notice from a Bank prior to the date of any Borrowing (or, in the case of a Base Rate Borrowing, prior to Noon (New York City time) on the date of such Borrowing) that such Bank will not make available to the Agent such Bank's ’s share of such Borrowing, the Agent may assume that such Bank has made such share available to the Agent on the date of such Borrowing in accordance with subsections (b) and (c) of this Section 2.04 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such share available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of the Borrower, a rate per annum equal to the higher of the Federal Funds Rate and or the interest rate applicable thereto pursuant to Section 2.07 and (ii) in the case of such Bank, the Federal Funds Rate. If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank's ’s Loan included in such Borrowing for purposes of this Agreement. If The failure of any Bank to make available its share of any Borrowing shall not relieve any other Bank of its corresponding obligation to do so on the Borrower shall have repaid such corresponding amount of such Bankdate when due, such and no Bank shall reimburse be responsible for the Borrower for failure of any loss on account thereof incurred by the Borrowerother Bank to so make its share available.

Notice to Banks; Funding of Loans. (a) Upon receipt of a Notice of Borrowing, the Lead Agent shall promptly notify each Bank on the same day as it receives the Notice of Borrowing of the contents thereof and of such Bank's share (if any) of such Borrowing and such Notice of Borrowing shall not thereafter be revocable by the Borrower. (b) Not later than 1:00 P.M. 12:00 Noon (New York City time) on the date of each Borrowing (including, without limitation, each Swing Borrowing), each Bank participating therein (or, in the case of a Swing Loan, the Swing Lender) shall (except as provided in subsection (c) of this Section) make available its share of such Borrowing, in Federal or other funds immediately available in New York City, to the Lead Agent at its address referred to in Section 10.019.1. Unless any applicable condition specified in Article 3 has not been satisfied, as determined by Not later than 2:00 p.m. (New York City time) on the Agent in accordance with Article 3date of each Borrowing, the Lead Agent will make the funds so received from the Banks immediately available to the Borrower at the Lead Agent's aforesaid address. Upon any change in any of the Commitments in accordance herewith, there shall be an automatic adjustment to such participations to reflect such changed shares. (c) If any Bank makes a new Loan hereunder to the Borrower on a day on which the Borrower is to repay all or any part of an outstanding Loan from such Bank, such Bank shall apply the proceeds of its new Loan to make such repayment and only an amount equal to the difference (if any) between the amount being borrowed by the Borrower and the amount being repaid shall be made available by such Bank to the Agent as provided in subsection (b) of this Section, or remitted by the Borrower to the Agent as provided in Section 2.12, as the case may be. (d) Unless the Lead Agent shall have received notice from a Bank prior to the date of any Borrowing (or, in the case of a Base Rate Borrowing, prior to Noon (New York City time) on the date of such Borrowing) that such Bank will not make available to the Lead Agent such Bank's share of such Borrowing, the Lead Agent may assume that such Bank has made such share available to the Lead Agent on the date of such Borrowing in accordance with subsections subsection (b) and (c) of this Section 2.04 2.3 and the Lead Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such share available to the Lead Agent, such Bank and the Borrower jointly and severally agree to repay to the Lead Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the AgentLead Agent (provided, however, that in the case of any Swing Borrowing, with respect to the Borrower only, interest thereon shall commence to accrue only from the date which is one (1) Domestic Business Day after the date on which the Lead Agent shall inform the Borrower that any such Bank shall have failed to fund its Swing Loan Refund Amount), at (i) in the case of the Borrower, a rate per annum equal to the higher of the Federal Funds Rate and the interest rate applicable thereto pursuant to Section 2.07 2.6 and (ii) in the case of such Bank, the Federal Funds Rate. If such Bank shall repay to the Lead Agent such corresponding amount, such amount so repaid shall constitute such Bank's Loan included in such Borrowing for purposes of this Agreement. If the Borrower shall have repaid such corresponding amount of such Bank, such Bank shall reimburse the Borrower for any loss on account thereof incurred by the Borrower.

Notice to Banks; Funding of Loans. (a) Upon receipt of a Notice of BorrowingBorrowing or an oral or electronic request in accordance with Section 2.02, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ’s ratable share (if any) of such Borrowing and such borrowing, as applicable. Such Notice of Borrowing or oral or electronic request shall not thereafter be revocable by the BorrowerBorrower and shall obligate the Borrower to accept the Loans requested from the Banks on the date of such borrowing. (b) Not later than 1:00 P.M. 2:00 p.m. (New York City Boston time) on the date of each Borrowingborrowing, each Bank participating therein shall (except as provided in subsection (c) of this Section) make available its share of such Borrowingborrowing, in Federal or other funds immediately available funds in New York CityBoston, to the Agent at its address referred to in Section 10.019.01. Unless the Agent determines that any applicable condition specified in Article 3 III has not been satisfied, as determined by the Agent in accordance with Article 3satisfied or waived, the Agent will make its share of such borrowing and the funds so received from the other Banks immediately available to the Borrower requesting the Loan at the Agent's ’s aforesaid address, on the date of the borrowing. The failure or refusal of any Bank to make available to the Agent as provided herein its share of any borrowing shall not relieve any other Bank from its several obligations hereunder. (c) If any Bank makes a new Loan hereunder to for the use of the Borrower on a day on which the Borrower is to repay all or any part the principal amount of an outstanding Loan from to such Bank, such the Bank shall apply the proceeds of its new Loan to make such repayment and only an amount equal to the difference (if any) between the amount being borrowed by the Borrower and the amount being repaid shall be made available by such Bank to the Agent as provided in subsection clause (ba) of this Section, or remitted by the Borrower to the Agent Bank as provided in Section 2.122.05 hereof, as the case may be. (d) Unless the Agent shall have received notice from a Bank prior to the date of any Borrowing (or, in the case of a Base Rate Borrowing, prior to Noon (New York City time) on the date of such Borrowing) Date that such Bank will not make available to the Agent such Bank's ’s share of such Borrowingborrowing, the Agent may assume that such Bank has made such share available to the Agent on the such date of such Borrowing in accordance with subsections clause (b) and (c) of this Section 2.04 2.03 and the Agent maymay (but it shall not be required to), in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such share available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on Agent, within three (3) days after demand by the Agent, such corresponding amount together with interest thereon, for each day from the date such amount is made available to the such Borrower until the date such amount is repaid to the Agent, at (i) in the case of the Borrower, a rate per annum equal to the higher of the Federal Funds Rate and the interest rate applicable thereto pursuant to Section 2.07 2.06 hereof and (ii) in the case of such Bank, the Federal Funds Rate. If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank's ’s Loan included in such Borrowing borrowing for purposes of this Agreement. If the Borrower The provisions of this Section 2.03(d) shall have repaid such corresponding amount of such Bank, not relieve any such Bank shall reimburse the Borrower for from any loss on account thereof incurred by liability to the Borrower.

Notice to Banks; Funding of Loans. (a) Upon receipt of a Notice of Borrowing, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's share (if any) of such Borrowing and such Notice of Borrowing shall not thereafter be revocable by the Borrower. (b) Not later than 1:00 2:00 P.M. (New York City time) on the date of each Borrowing, each Bank participating therein shall (except as provided in subsection (c) of this Section) make available (directly or through its Designated Lenders) its share of such Borrowing, in Federal or other funds immediately available in New York City, to the Agent at its address referred to in Section 10.019.01. Unless the Agent determines that any applicable condition specified in Article 3 III has not been satisfied, as determined by the Agent in accordance with Article 3, the Agent will promptly make the funds so received from the Banks immediately (and Designated Lenders, if any) available to the Borrower at the Agent's aforesaid address. (c) If any Bank makes a new Loan hereunder to the Borrower on a day on which the Borrower is to repay all or any part of an outstanding Loan from such Bank, such Bank shall apply the proceeds of its new Loan to make such repayment and only an amount equal to the difference (if any) between the amount being borrowed by the Borrower and the amount being repaid shall be made available by such Bank to the Agent as provided in subsection (b) of this Section, or remitted by the Borrower to the Agent as provided in Section 2.12, as the case may be. (d) Unless the Agent shall have received notice from a Bank prior to the date of any Borrowing (or, in the case of a Base Rate Borrowing, prior to Noon (New York City time) on the date of such Borrowing) that such Bank will not make available to the Agent such Bank's share of such Borrowing, the Agent may assume that such Bank has made such share available to the Agent on the date of such Borrowing (directly or through its Designated Lender(s)) in accordance with subsections subsection (b) and (c) of this Section 2.04 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such share available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of the Borrower, a rate per annum equal to the higher of the Federal Funds Rate and the interest rate applicable thereto pursuant to Section 2.07 and (ii) in the case of such Bank, the Federal Funds Rate. If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank's Loan included in such Borrowing for purposes of this Agreement. If the Borrower shall have repaid such corresponding amount of such Bank, such Bank shall reimburse the Borrower for any loss on account thereof incurred by the Borrower.

Notice to Banks; Funding of Loans. (a) Upon receipt of Promptly after receiving a Notice of Borrowing, the Administrative Agent shall promptly notify each Bank of the contents thereof and of such Bank's ’s share (if any) of such Borrowing and such Notice of Borrowing shall not thereafter be revocable by the Borrower. (b) Not later than 1:00 P.M. 12:00 Noon (New York City time) on the date of each Borrowing, each Bank participating therein shall (except as provided in subsection (c) of this Section) make available its share of such Borrowing, in Federal or other funds immediately available in New York City, to the Administrative Agent at its address referred specified in or pursuant to in Section 10.019.01. Unless the Administrative Agent determines that any applicable condition specified in Article 3 has not been satisfied, as determined by the Agent in accordance with Article 3, the Administrative Agent will make the funds so received from the Banks immediately available to the Borrower at the Administrative Agent's ’s aforesaid address. (c) If any Bank makes a new Loan hereunder to the Borrower on a day on which the Borrower is to repay all or any part of an outstanding Loan from such Bank, such Bank shall apply the proceeds of its new Loan to make such repayment and only an amount equal to the difference (if any) between the amount being borrowed by the Borrower and the amount being repaid shall be made available by such Bank to the Agent as provided in subsection (b) of this Section, or remitted by the Borrower to the Agent as provided in Section 2.12, as the case may be. (d) Unless the Administrative Agent shall have received notice from a Bank prior to before the date of any Borrowing (or, in the case of a Base Rate Borrowing, prior to Noon (New York City time) on the date of such Borrowing) that such Bank will not make available to the Administrative Agent such Bank's ’s share of such Borrowing, the Administrative Agent may assume that such Bank has made such share available to the Administrative Agent on the date of such Borrowing in accordance with subsections (bSection 2.04(b) and (c) of this Section 2.04 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such share available to the Administrative Agent, such Bank and the Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of if such amount is repaid by the Borrower, a rate per annum equal to the higher of the Federal Funds Rate and the interest rate applicable thereto to such Borrowing pursuant to Section 2.07 2.06 and (ii) in the case of if such amount is repaid by such Bank, the Federal Funds Rate. If such Bank shall repay to the Administrative Agent such corresponding amount, the Borrower shall not be required to repay such amount and the amount so repaid by such Bank shall constitute such Bank's ’s Loan included in such Borrowing for purposes of this Agreement. If the Borrower shall have repaid such corresponding amount of such Bank, such Bank shall reimburse the Borrower for any loss on account thereof incurred by the Borrower.

Notice to Banks; Funding of Loans. (a) Upon receipt of a Notice of Borrowing, the Administrative Agent shall promptly notify each Bank on the same Domestic Business Day of the contents thereof and of such Bank's ’s share (if any) of such Borrowing and such Notice of Borrowing shall not thereafter be revocable by the Borrower. (b) Not later than 1:00 2:00 P.M. (New York City time) on the date of each Borrowing, each Bank participating therein shall (except as provided in subsection (c) of this Section) make available its share of such Borrowing, in Federal or other funds immediately available in New York City, to the Administrative Agent at its address referred specified in or pursuant to in Section 10.019.01. Unless the Administrative Agent determines that any applicable condition specified in Article 3 has not been satisfied, as determined by the Agent in accordance with Article 3, the Administrative Agent will thereafter make the funds so received from the Banks immediately available to the Borrower at the Administrative Agent's ’s aforesaid address, provided, however, that the Administrative Agent shall first make a portion of such funds equal to the aggregate principal amount of any L/C Borrowings made by any Issuing Bank and by any Bank, as the case may be, and outstanding on the date of such Borrowing, plus interest accrued and unpaid thereon to and as of such date, available to such Issuing Bank or such other Bank, as the case may be, for repayment of such L/C Borrowing. (c) If any Bank makes a new Loan hereunder to the Borrower on a day on which the Borrower is to repay all or any part of an outstanding Loan from such Bank, such Bank shall apply the proceeds of its new Loan to make such repayment and only an amount equal to the difference (if any) between the amount being borrowed by the Borrower and the amount being repaid shall be made available by such Bank to the Administrative Agent as provided in subsection (b) of this Section), or remitted by the Borrower to the Administrative Agent as provided in Section 2.122.13, as the case may be. (d) Unless the Administrative Agent shall have received notice from a been notified by any Bank prior to the date of any Borrowing (or, in the case of a Base Rate Borrowing, or prior to Noon 2:00 P.M. (New York City time) on the date of such Borrowing in the case of a Base Rate Borrowing) that such Bank will does not intend to make available to the Administrative Agent such Bank's share ’s portion of the Borrowing to be made on such Borrowingdate, the Administrative Agent may assume that such Bank has made such share amount available to the Administrative Agent on the such date of such Borrowing in accordance with subsections (b) and (c) of this Section 2.04 and the Administrative Agent maymay (but shall have no obligation to), in reliance upon such assumption, make available to the Borrower on such date a corresponding amount, subject to the provisions of subsection (c). If and to the extent that such Bank shall corresponding amount is not have so in fact made such share available to the AgentAdministrative Agent by such Bank, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Bank. If such Bank does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify the Borrower and the Borrower severally agree to repay to the Agent forthwith on demand shall promptly pay such corresponding amount together with to the Administrative Agent. The Administrative Agent shall also be entitled to recover from such Bank or the Borrower interest thereon, for on such corresponding amount in respect of each day from the date such corresponding amount is was made available by the Administrative Agent to the Borrower until to the date such corresponding amount is repaid to recovered by the Administrative Agent, at a rate per annum equal to (ix) in the case of a Bank, the Federal Funds Rate for each such day and (y) in the case of the Borrower, the then applicable rate for Base Rate Loans, Euro‑Dollar Loans or Money Market Loans, as appropriate. Nothing herein shall be deemed to relieve any Bank from its obligation to fulfill its Commitment hereunder or to prejudice any rights which the Borrower may have against any Bank as a rate per annum equal to the higher result of the Federal Funds Rate and the interest rate applicable thereto pursuant to Section 2.07 and (ii) in the case of such Bank, the Federal Funds Rate. If any default by such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank's Loan included in such Borrowing for hereunder. For purposes of this Agreement. If subsection (d), no amount paid to the Borrower Administrative Agent hereunder shall be considered to have been recovered by the Administrative Agent on the date of payment unless such amount shall have repaid such corresponding amount of such Bank, such Bank shall reimburse the Borrower for any loss on account thereof incurred been received by the BorrowerAdministrative Agent by 2:30 P.M. (New York City time) on such date.

Notice to Banks; Funding of Loans. (a) Upon receipt of a Notice of BorrowingBorrowing in accordance with Section 2.02(a), the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ’s ratable share (if any) of such Borrowing and such borrowing. Such Notice of Borrowing or telephonic notice, as the case may be, shall not thereafter be revocable by the BorrowerBorrower and shall obligate the Borrower to accept the Loans requested from the Banks on the date of such borrowing. (b) Not later than 1:00 P.M. 2:00 p.m. (New York City Boston, Massachusetts time) on the date of each Borrowingapplicable Borrowing Date, each Bank participating therein shall (except as provided in subsection (c) of this Section) make available its share of such Borrowingborrowing, in Federal or other funds immediately available in New York CityBoston, Massachusetts to the Agent at its address referred to in Section 10.019.01. Unless the Agent determines that any applicable condition specified in Article 3 III has not been satisfied, as determined by the Agent in accordance with Article 3satisfied or waived, the Agent will make its share of such borrowing and the funds so received from the other Banks immediately available to the Borrower at the Agent's ’s aforesaid address, on the date of the borrowing. The failure or refusal of any Bank to make available to the Agent as provided herein its share of any borrowing shall not relieve any other Bank from its several obligations hereunder. (c) If any Bank makes a new Loan hereunder to the Borrower on a day on which the Borrower is to repay all or any part the principal amount of an outstanding Loan from to such Bank, such the Bank shall apply the proceeds of its new Loan to make such repayment and only an amount equal to the difference (if any) between the amount being borrowed by the Borrower and the amount being repaid shall be made available by such Bank to the Agent as provided in subsection clause (ba) of this Section, or remitted by the Borrower to the Agent Bank as provided in Section 2.122.10, as the case may be. (d) Unless the Agent shall have received notice from a Bank prior to the date of any Borrowing (or, in the case of a Base Rate Borrowing, prior to Noon (New York City time) on the date of such Borrowing) Date that such Bank will not make available to the Agent such Bank's ’s share of such Borrowingborrowing, the Agent may assume that such Bank has made such share available to the Agent on the such date of such Borrowing in accordance with subsections clause (b) and (c) of this Section 2.04 2.03 and the Agent maymay (but it shall not be required to), in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such share available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on Agent, within ten (10) days after demand by the Agent, such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of the Borrower, a rate per annum equal to the higher of the Federal Funds Rate and the interest rate applicable thereto pursuant to Section 2.07 2.06 and (ii) in the case of such Bank, the Federal Funds Rate. If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank's ’s Loan included in such Borrowing borrowing for purposes of this Agreement. If the Borrower The provisions of this Section 2.03(d) shall have repaid such corresponding amount of such Bank, not relieve any such Bank shall reimburse the Borrower for from any loss on account thereof incurred by liability to the Borrower.

Notice to Banks; Funding of Loans. (a) Upon receipt of a Notice of Committed Borrowing, the Lead Agent shall promptly notify each Bank on the same day as it receives the Notice of Committed Borrowing of the contents thereof and of such Bank's share (if any) of such Committed Borrowing and such Notice of Committed Borrowing shall not thereafter be revocable by the Borrower. (b) Not later than 1:00 P.M. p.m. (New York City time) on the date of each Committed Borrowing (including, without limitation, each Swing Borrowing), each Bank participating therein (or, in the case of a Swing Loan, the Swing Lender) shall (except as provided in subsection (c) of this Section) make available its share of such Committed Borrowing, in Federal or other funds immediately available in New York City, to the Lead Agent at its address referred to in Section 10.019.1. Unless any applicable condition specified in Article 3 has not been satisfied, as determined by Not later than 2:00 p.m. (New York City time) on the Agent in accordance with Article 3date of each Committed Borrowing, the Lead Agent will make the funds so received from the Banks immediately available to the Borrower at the Lead Agent's aforesaid address. Upon any change in any of the Commitments in accordance herewith, there shall be an automatic adjustment to such participations to reflect such changed shares. (c) If any Bank makes a new Loan hereunder to the Borrower on a day on which the Borrower is to repay all or any part of an outstanding Loan from such Bank, such Bank shall apply the proceeds of its new Loan to make such repayment and only an amount equal to the difference (if any) between the amount being borrowed by the Borrower and the amount being repaid shall be made available by such Bank to the Agent as provided in subsection (b) of this Section, or remitted by the Borrower to the Agent as provided in Section 2.12, as the case may be. (d) Unless the Lead Agent shall have received notice from a Bank prior to the date of any Committed Borrowing (or, in the case of a Base Rate Borrowing, prior to Noon (New York City time) on the date of such Borrowing) that such Bank will not make available to the Lead Agent such Bank's share of such Committed Borrowing, the Lead Agent may assume that such Bank has made such share available to the Lead Agent on the date of such Committed Borrowing in accordance with subsections subsection (b) and (c) of this Section 2.04 2.3 and the Lead Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such share available to the Lead Agent, such Bank and the Borrower jointly and severally agree to repay to the Lead Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Lead Agent, at (i) in the case of the Borrower, a rate per annum equal to the higher of the Federal Funds Rate and the interest rate applicable thereto pursuant to Section 2.07 2.6 and (ii) in the case of such Bank, the Federal Funds Rate. If such Bank shall repay to the Lead Agent such corresponding amount, such amount so repaid shall constitute such Bank's Loan included in such Borrowing for purposes of this Agreement. If the Borrower shall have repaid such corresponding amount of such Bank, such Bank shall reimburse the Borrower for any loss on account thereof incurred by the Borrower.

Notice to Banks; Funding of Loans. (a) Upon receipt of a Notice of BorrowingBorrowing from Borrower in accordance with Section 2.2 hereof, the Administrative Agent shall shall, on the date such Notice of Borrowing is received by the Administrative Agent, promptly notify each Bank of the contents thereof and of such Bank's ’s share of such Borrowing, of the interest rate determined pursuant thereto and the Interest Period(s) (if anydifferent from those requested by the Borrower) of such Borrowing and such Notice of Borrowing shall not thereafter be revocable by the Borrower, unless Borrower shall pay any applicable expenses pursuant to Section 2.13. (b) Not later than 1:00 P.M. p.m. (New York City timeDallas time or, in the case of any Alternate Currency Borrowing, local time to the principal financial center of the Alternate Currency in question) on the date of each Borrowing as indicated in the Notice of Borrowing, each Bank participating therein shall (except as provided in subsection (c) of this Section) make available its share of such Borrowing, Borrowing in Federal funds or other funds the applicable Alternate Currency immediately available in New York CityDallas (or, in the case of any Alternate Currency Borrowing, the principal financial center of the Alternate Currency in question), to the Administrative Agent at its address referred to in Section 10.019.1. Unless any If the Borrower has requested the issuance of a Letter of Credit, no later than 12:00 Noon (Dallas time) on the date of such issuance as indicated in the notice delivered pursuant to Section 2.2(b), the Fronting Bank shall issue such Letter of Credit in the amount so requested and deliver the same to the Borrower or to the applicable condition specified in Article 3 has not been satisfiedQualified Borrower or, at the instruction of the Borrower or the applicable Qualified Borrower, to the beneficiary thereof, with a copy thereof to the Administrative Agent. Immediately upon the issuance of each Letter of Credit by the Fronting Bank, such Fronting Bank shall be deemed to have sold and transferred to each other Bank with a Dollar Commitment or Alternate Currency Commitment, as determined by the Agent in accordance with Article 3applicable, the Agent will make the funds so and each such other Bank shall be deemed, and hereby agrees, to have irrevocably and unconditionally purchased and received from the Banks immediately Fronting Bank, without recourse or warranty, an undivided interest and a participation in such Letter of Credit, any drawing thereunder, and the obligations of the Borrower hereunder with respect thereto, and any security therefor or guaranty pertaining thereto, in an amount equal to such Bank’s ratable share thereof (based upon the ratio its Dollar Commitment or Alternate Currency Commitment, as applicable, bears to the aggregate of all Dollar Commitments or Alternate Currency Commitments, as applicable). Upon any change in any of the Commitments in accordance herewith, there shall be an automatic adjustment to such participations to reflect such changed shares. The Fronting Bank shall have the primary obligation to fund any and all draws made with respect to such Letter of Credit notwithstanding any failure of a participating Bank to fund its ratable share of any such draw. The Administrative Agent will instruct the Fronting Bank to make such Letter of Credit available to the Borrower or to the applicable Qualified Borrower and the Fronting Bank shall make such Letter of Credit available to the Borrower or to the applicable Qualified Borrower or, at the Agent's instruction of the Borrower or the applicable Qualified Borrower, to the beneficiary thereof, at the Borrower’s aforesaid addressaddress or at such address in the United States as Borrower or the applicable Qualified Borrower shall request on the date of the issuance thereof or, in the case of an Alternate Currency Letter of Credit, at such address in Europe or the United Kingdom or the United States as the Borrower or the applicable Qualified Borrower shall request on the date of the issuance thereof. (c) If any Bank makes a new Loan hereunder Not later than 3:00 p.m. (Dallas time) on the date of each Swingline Borrowing as indicated in the applicable Notice of Borrowing, the Swingline Lender shall make available such Swingline Borrowing in Federal funds immediately available in Dallas, Texas, to the Borrower on a day on which the Borrower is Administrative Agent at its address referred to repay all or any part of an outstanding Loan from such Bank, such Bank shall apply the proceeds of its new Loan to make such repayment and only an amount equal to the difference (if any) between the amount being borrowed by the Borrower and the amount being repaid shall be made available by such Bank to the Agent as provided in subsection (b) of this Section, or remitted by the Borrower to the Agent as provided in Section 2.12, as the case may beherein. (d) Unless the Administrative Agent shall have received notice from a Bank prior to the date of any Borrowing (or, in the case of a Base Rate Borrowing, prior to Noon (New York City time) on the date of such Borrowing) that such Bank will not make available to the Administrative Agent such Bank's ’s share of such Borrowing, the Administrative Agent may assume that such Bank has made such share available to the Administrative Agent on the date of such Borrowing in accordance with subsections subsection (b) and (c) of this Section 2.04 2.4 and the Administrative Agent may, in reliance upon such assumption, but shall not be obligated to, make available to the Borrower on such date a corresponding amountamount on behalf of such Bank. If and to the extent that such Bank shall not have so made such share available to the Administrative Agent, such Bank and the Borrower severally agree to repay (or to cause the applicable Qualified Borrower to repay) to the Administrative Agent forthwith on demand demand, and in the case of the Borrower one (1) Business Day after demand, such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower or such Qualified Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of the Borrower, a rate per annum equal to the higher of the Federal Funds Rate and the interest rate applicable thereto pursuant to Section 2.07 2.7 and (ii) in the case of such Bank, the Federal Funds Rate. If such Bank shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Bank's ’s Loan included in such Borrowing as of the date of such Borrowing for purposes of this Agreement. If . (e) Subject to the provisions hereof, the Administrative Agent shall make available each Borrowing to Borrower in Federal funds or to the Borrower shall have repaid such corresponding amount or the applicable Qualified Borrower in the applicable Alternate Currency immediately available in accordance with, and on the date set forth in, the applicable Notice of such Bank, such Bank shall reimburse the Borrower for any loss on account thereof incurred by the BorrowerBorrowing.

Notice to Banks; Funding of Loans. (a) Upon receipt of a Notice of BorrowingBorrowing from Borrower in accordance with Section 2.2 hereof, the Administrative Agent shall promptly shall, on the date such Notice of Borrowing is received by the Administrative Agent, notify each applicable Bank of the contents thereof and of such Bank's ’s share of such Borrowing, of the interest rate applicable thereto and the Interest Period(s) (if anydifferent from those requested by the Borrower) of such Borrowing and such Notice of Borrowing shall not thereafter be revocable by the Borrower, unless Borrower shall pay any applicable expenses pursuant to Section 2.14. (b) Not later than 2:00 p.m. (New York City time or, in the case of any Alternate Currency Borrowing, London time) on the date of each Committed Borrowing (including without limitation each Mandatory Borrowing) as indicated in the applicable Notice of Borrowing, each Bank shall (except as provided in subsection (d) of this Section) make available its Pro Rata Share of such Committed Borrowing in Federal funds or the applicable Alternate Currency immediately available in New York, New York (or, in the case of any Alternate Currency Borrowing, the principal financial center of the Alternate Currency in question), to the Administrative Agent at its address referred to in Section 9.1. If the Borrower has requested the issuance of a Letter of Credit, no later than 1:00 P.M. p.m. (New York City time) on the date of such issuance as indicated in the notice delivered pursuant to Section 2.2(b), the Fronting Bank shall issue such Letter of Credit for the amount so requested and deliver the same to, or as directed in writing by, the Borrower, with a copy thereof to the Administrative Agent. Immediately upon the issuance of each Letter of Credit by the Fronting Bank, the Fronting Bank shall be deemed to have sold and transferred to each other Bank, and each such other Bank shall be deemed, and hereby agrees, to have irrevocably and unconditionally purchased and received from the Fronting Bank, without recourse or warranty, an undivided interest and a participation in such Letter of Credit, any drawing thereunder, and its obligation to pay its Pro Rata Share with respect thereto, and any security therefor or guaranty pertaining thereto, in an amount equal to such Bank’s ratable share thereof. Upon any change in any of the Commitments in accordance herewith, there shall be an automatic adjustment to such participations to reflect such changed shares. The Fronting Bank shall have the primary obligation to fund any and all draws made with respect to such Letter of Credit notwithstanding any failure of a participating Bank to fund its ratable share of any such draw. The Administrative Agent will instruct the Fronting Bank to make such Letter of Credit available to the Borrower and the Fronting Bank shall make such Letter of Credit available to the Borrower, at its aforesaid address or at such address in the United States or at such address in Europe, the United Kingdom, Canada or the United States as the Borrower shall request on the date of Borrowing. (c) Not later than 3:00 p.m. (New York City time) on the date of each Swingline Borrowing as indicated in the applicable Notice of Borrowing, each Bank participating therein the Swingline Lender shall (except as provided in subsection (c) of this Section) make available its share of such Borrowing, Swingline Borrowing in Federal or other funds immediately available in New York, New York City, to the Administrative Agent at its address referred to in Section 10.01. Unless any applicable condition specified in Article 3 has not been satisfied, as determined by the Agent in accordance with Article 3, the Agent will make the funds so received from the Banks immediately available to the Borrower at the Agent's aforesaid address. (c) If any Bank makes a new Loan hereunder to the Borrower on a day on which the Borrower is to repay all or any part of an outstanding Loan from such Bank, such Bank shall apply the proceeds of its new Loan to make such repayment and only an amount equal to the difference (if any) between the amount being borrowed by the Borrower and the amount being repaid shall be made available by such Bank to the Agent as provided in subsection (b) of this Section, or remitted by the Borrower to the Agent as provided in Section 2.12, as the case may be9.1. (d) Unless the Administrative Agent shall have received notice from a Bank prior to the date time of any Borrowing (or, in the case of a Base Rate Borrowing, prior to Noon (New York City time) on the date of such Borrowing) that such Bank will not make available to the Administrative Agent such Bank's ’s share of such Borrowing, the Administrative Agent may assume that such Bank has made such share available to the Administrative Agent on the date of such Borrowing in accordance with subsections (b) and (c) of this Section 2.04 2.5 and the Administrative Agent may, in reliance upon such assumption, but shall not be obligated to, make available to the Borrower on such date a corresponding amountamount on behalf of such Bank. If and to the extent that such Bank shall not have so made such share available to the Administrative Agent, such Bank and the Borrower severally agree agrees to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, at the Federal Funds Rate with respect to Dollar Loans and at the Administrative Agent’s cost of funds for the applicable Alternate Currency with respect to Alternate Currency Loans, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of the Borrower, a rate per annum equal to the higher of the Federal Funds Rate and the interest rate applicable thereto pursuant to Section 2.07 and (ii) in the case of such Bank, the Federal Funds Rate. If such Bank shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Bank's ’s Loan included in such Borrowing for purposes of this Agreement. If the Borrower such Bank shall have repaid not pay to Administrative Agent such corresponding amount of after reasonable attempts are made by Administrative Agent to collect such amounts from such Bank, Borrower agrees to repay to Administrative Agent forthwith on demand such corresponding amounts together with interest thereto, for each day from the date such amount is made available to Borrower until the date such amount is repaid to Administrative Agent, at the interest rate applicable thereto one (1) Business Day after demand. Nothing contained in this Section 2.5(d) shall be deemed to reduce the Commitment of any Bank or in any way affect the rights of Borrower with respect to any defaulting Bank or Administrative Agent. The failure of any Bank to make available to the Administrative Agent such Bank’s share of any Borrowing in accordance with Section 2.5(b) hereof shall not relieve any other Bank of its obligations to fund its Commitment, in accordance with the provisions hereof. In addition, until such time as such Bank shall make available to the Administrative Agent such Bank’s share of any Borrowing in accordance with Section 2.5(b) hereof or shall repay to the Administrative Agent all amounts due to it, as applicable, unless such failure is subject to a good faith dispute as to whether such advance or reimbursement is properly required to be made pursuant to the provisions of this Agreement, such Bank shall reimburse not have the right to approve or consent to any matter requiring such approval or consent hereunder. (e) Subject to the provisions hereof, the Administrative Agent shall make available each Borrowing to Borrower for any loss in Federal funds or the applicable Alternate Currency immediately available in accordance with, and on account thereof incurred by the Borrowerdate set forth in, the applicable Notice of Borrowing.

Notice to Banks; Funding of Loans. (a) Upon receipt of a Notice of Borrowing (other than a Swing Borrowing), the Administrative Agent shall promptly notify each Bank of the contents thereof and of such Bank's ’s share (if any) of such Borrowing and such Notice of Borrowing shall not thereafter be revocable by the Borrower, except that, notwithstanding the foregoing, any Notice of Borrowing may state that such Notice of Borrowing is conditioned upon the effectiveness of any other transaction, in which case such Notice of Borrowing may be revoked or its effectiveness deferred by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. (b) Not later than 1:00 P.M. 2:30 p.m. (New York City time) on the date of each Borrowing, each Bank participating therein shall (except as provided in subsection (c) of this Section) make available its share of such Borrowing, in Federal or other funds immediately available in New York City, to the Administrative Agent at its address referred Payment Office. The Swing Lender shall make the proceeds of its Swing Loan available to in Section 10.01the Borrower no later than 3:00 p.m. (New York time) on the date requested. Unless the Administrative Agent determines that any applicable condition specified in Article 3 has not been satisfied, as determined by the Agent in accordance with Article 3, the Administrative Agent will make the funds so received from the Banks immediately available to the Borrower at the Agent's aforesaid addressPayment Office. (c) If any Bank makes a new Loan hereunder to the Borrower on a day on which the Borrower is to repay all or any part of an outstanding Loan from such Bank, such Bank shall apply the proceeds of its new Loan to make such repayment and only an amount equal to the difference (if any) between the amount being borrowed by the Borrower and the amount being repaid shall be made available by such Bank to the Agent as provided in subsection (b) of this Section, or remitted by the Borrower to the Agent as provided in Section 2.12, as the case may be. (d) Unless the Administrative Agent shall have received notice from a Bank prior to the date of any Borrowing (or, in the case of a Base Rate Borrowing, prior to Noon (New York City time) on the date of such Borrowing) that such Bank will not make available to the Administrative Agent such Bank's ’s share of such Borrowing, the Administrative Agent may assume that such Bank has made such share available to the Administrative Agent on the date of such Borrowing in accordance with subsections (bSection 2.3(b) and (c) of this Section 2.04 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such share available to the Administrative Agent, such Bank and the Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of the Borrower, a rate per annum equal to the higher of the Federal Funds Rate cost to the Administrative Agent of funding the amount so advanced by the Administrative Agent to fund such Bank’s Loan, as reasonably determined by the Administrative Agent, and the interest rate applicable thereto pursuant to Section 2.07 2.6 and (ii) in the case of such Bank, from the date the related advance was made by the Administrative Agent to the date two (2) Business Days after payment by such Bank is due hereunder, the Federal Funds Rate and thereafter at the Base Rate. If such Bank shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Bank's ’s Loan included in such Borrowing for purposes of this Agreement. If the Borrower shall have repaid such corresponding amount of such Bank, such Bank shall reimburse the Borrower for any loss on account thereof incurred by the Borrower.

Notice to Banks; Funding of Loans. (a) Upon receipt of a Notice of BorrowingBorrowing or an oral request for a borrowing in accordance with Section 2.02(a), the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ’s ratable share (if any) of such Borrowing and such borrowing. Such Notice of Borrowing or oral request shall not thereafter be revocable by the BorrowerBorrower and shall obligate the Borrower to accept the Loans requested from the Banks on the date of such borrowing. (b) Not later than 1:00 P.M. 2:00p.m. (New York City Boston time) on the date Borrowing Date of each Borrowingborrowing, each Bank participating therein shall (except as provided in subsection (c) of this Section) make available its share of such Borrowingborrowing, in Federal federal or other funds immediately available in New York CityBoston, to the Agent at its address referred to in Section 10.019.01. Unless the Agent determines that any applicable condition specified in Article 3 III has not been satisfied, as determined by the Agent in accordance with Article 3satisfied or waived, the Agent will (x) make its share of such borrowing and the funds so received from the other Banks immediately available to the Borrower at the Agent's ’s aforesaid addressaddress or (y) at the election of the Borrower as set forth in the applicable Notice of Borrowing, as may be reasonably acceptable to the Agent, wire its share of such borrowing and the funds so received from the other Banks to a third party designated by the Borrower in such Notice of Borrowing, in each case, in federal funds or other funds immediately available to the Borrower or such other third party, as applicable, in each case on the Borrowing Date. The failure or refusal of any Bank to make available to the Agent as provided herein its share of any borrowing shall not relieve any other Bank from its several obligations hereunder. (c) If any Bank makes a new Loan hereunder to the Borrower on a day on which the Borrower is to repay all or any part the principal amount of an outstanding Loan from to such Bank, such the Bank shall apply the proceeds of its new Loan to make such repayment and only an amount equal to the difference (if any) between the amount being borrowed by the Borrower and the amount being repaid shall be made available by such Bank to the Agent as provided in subsection clause (ba) of this Section, or remitted by the Borrower to the Agent Bank as provided in Section 2.122.10 hereof, as the case may bemaybe. (d) Unless the Agent shall have received notice from a Bank prior to the date of any Borrowing (or, in the case of a Base Rate Borrowing, prior to Noon (New York City time) on the date of such Borrowing) Date that such Bank will not make available to the Agent such Bank's ’s share of such Borrowingborrowing, the Agent may assume that such Bank has made such share available to the Agent on the such date of such Borrowing in accordance with subsections clause (b) and (c) of this Section 2.04 and the Agent maymay (but it shall not be required to), in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such share available to the Agent, such Bank and the Borrower severally agree agrees to repay to the Agent forthwith on demand Agent, upon demand, such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of the Borrower, a rate per annum equal to the higher of the Federal Funds Rate and the interest rate applicable thereto pursuant to Section 2.07 and (ii) in the case of such Bank, the Federal Funds Rate. If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank's ’s Loan included in such Borrowing .such borrowing for purposes of this Agreement. If and to the Borrower shall have repaid such corresponding amount of such Bank, extent that such Bank shall reimburse not have so made such share available to the Agent within three Domestic Business Days after demand by the Agent, the Borrower agrees to repay to the Agent, upon demand, such amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at a rate per annum equal to the interest rate applicable thereto pursuant to Section 2.06 hereof. The provisions of this Section 2.03(d) shall not relieve any loss on account thereof incurred by such Bank from any liability to the Borrower.

Notice to Banks; Funding of Loans. (a) Upon receipt of a Notice of Borrowing, the Servicing Agent shall promptly notify each Bank of the contents thereof and of such Bank's ’s share (if any) of such Borrowing Borrowing, and if the Borrower has selected for a Euro-Dollar Loan an Interest Period having duration of nine or twelve months, the Servicing Agent shall endeavor to elicit from each Bank whether such Bank is able to provide funding for such Loan at the requested duration of Interest Period. Such Notice of Borrowing shall not thereafter be revocable by the Borrower. (b) Not later than 1:00 2:00 P.M. (New York City time) on the date of each Borrowing, each Bank participating therein shall (except as provided in subsection (c) of this Section) make available its share of such Borrowing, in Federal or other funds immediately available in New York City, to the Servicing Agent at its address referred specified in or pursuant to in Section 10.019.01. Unless the Servicing Agent determines that any applicable condition specified in Article 3 has not been satisfied, as determined by the Agent in accordance with Article 3, the Servicing Agent will make the funds so received from the Banks immediately available to the Borrower at the Servicing Agent's ’s aforesaid address. (c) If any Bank makes a new Loan hereunder to the Borrower on a day on which the Borrower is to repay all or any part of an outstanding Loan from such Bank, such Bank shall apply the proceeds of its new Loan to make such repayment and only an amount equal to the difference (if any) between the amount being borrowed by the Borrower and the amount being repaid shall be made available by such Bank to the Agent as provided in subsection (b) of this Section, or remitted by the Borrower to the Agent as provided in Section 2.12, as the case may be. (d) Unless the Servicing Agent shall have received notice from a Bank prior to the date of any Borrowing (or, in the case of a Base Rate Borrowing, prior to Noon (New York City time) on the date of such Borrowing) that such Bank will not make available to the Servicing Agent such Bank's ’s share of such Borrowing, the Servicing Agent may assume that such Bank has made such share available to the Servicing Agent on the date of such Borrowing in accordance with subsections subsection (b) and (c) of this Section 2.04 and the Servicing Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such share available to the Servicing Agent, such Bank and the Borrower severally agree to repay to the Servicing Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Servicing Agent, at (i) in the case of the Borrower, a rate per annum equal to the higher of the Federal Funds Rate and the interest rate applicable thereto pursuant to Section 2.07 and (ii) in the case of such Bank, the Federal Funds Rate. If such Bank shall repay to the Servicing Agent such corresponding amount, such amount so repaid shall constitute such Bank's ’s Loan included in such Borrowing for purposes of this Agreement. If the Borrower shall have repaid such corresponding amount of such Bank, such Bank shall reimburse the Borrower for any loss on account thereof incurred by the Borrower.

Notice to Banks; Funding of Loans. (a) Upon receipt of a Notice of BorrowingBorrowing from a Borrower in accordance with Section 2.2 hereof, the Administrative Agent shall promptly shall, on the date such Notice of Borrowing is received by the Administrative Agent, notify each Applicable Bank of the contents thereof and of such Bank's ’s share of such Borrowing, of the interest rate determined pursuant thereto and the Interest Period(s) (if anydifferent from those requested by the Borrower) of such Borrowing and such Notice of Borrowing shall not thereafter be revocable by the Borrower, unless such Borrower shall pay any applicable expenses pursuant to Section 2.12. (b) Not later than 1:00 P.M. (2:00 p.m. New York City time) time on the date of each Borrowing in respect of any Tranche as indicated in the applicable Notice of Borrowing, each Applicable Bank participating therein shall (except as provided in subsection (c) of this Section) make available its share of such Borrowing, in Federal or other funds immediately available in New York City, to the Agent at its address referred to in Section 10.01shall 1. Unless any applicable condition specified in Article 3 has not been satisfied, as determined by the Agent in accordance with Article 3, the Agent will make the funds so received from the Banks immediately available to the Borrower at the Agent's aforesaid address. (c) If any Bank makes a new Loan hereunder to the Borrower on a day on which the Borrower is to repay all or any part of an outstanding Loan from such Bank, such Bank shall apply the proceeds of its new Loan to make such repayment and only an amount equal to the difference (if any) between the amount being borrowed by the Borrower and the amount being repaid shall be made available by such Bank to the Agent as provided in subsection (b) of this SectionAMB LP, or remitted by a Borrower, has requested the Borrower to the Agent as provided in Section 2.12, as the case may be. (d) Unless the Agent shall have received notice from a Bank prior to the date of any Borrowing (or, in the case issuance of a Base Rate BorrowingLetter of Credit, prior to Noon no later than 1:00 p.m. (New York City time) on the date of such issuance as indicated in the notice delivered pursuant to Section 2.2(b), the Fronting Bank shall issue such Letter of Credit in the amount so requested and deliver the same to such Borrower, with a copy thereof to the Administrative Agent. Immediately upon the issuance of each Letter of Credit by the Fronting Bank, the Fronting Bank shall be deemed to have sold and transferred to each other Applicable Bank, and each such other Applicable Bank shall be deemed, and hereby agrees, to have irrevocably and unconditionally purchased and received from the Fronting Bank, without recourse or warranty, an undivided interest and a participation in such Letter of Credit, any drawing thereunder, and its obligation to pay its Pro Rata Share with respect thereto, and any security therefor or guaranty pertaining thereto, in an amount equal to such Applicable Bank’s Pro Rata Share thereof. Upon any change in any of the Currency Commitments in accordance herewith, there shall be an automatic adjustment to such participations to reflect such changed shares. The Fronting Bank shall have the primary obligation to fund any and all draws made with respect to such Letter of Credit notwithstanding any failure of a participating Applicable Bank to fund its Pro Rata Share of any such draw. Except as otherwise provided below, the Administrative Agent will instruct the Fronting Bank to make such Letter of Credit available to such Borrower and the Fronting Bank shall make such Letter of Credit available to such Borrower at its address set forth in Section 10.1 or at such address in the United States as such Borrower shall request on the date of the Borrowing, or in the case of a Letter of Credit issued in another Alternate Currency, at such address as such Borrower shall request on the date of the Borrowing. Each Applicable Bank shall make available its share of any Borrowing in respect of the Canadian Dollar Tranche A, and the Fronting Bank shall issue each Letter of Credit in respect of the Canadian Dollar Tranche A, from its Domestic Lending Office. Each Applicable Bank shall make available its share of any Borrowing in respect of the Canadian Dollar Tranche B, and the Fronting Bank shall issue each Letter of Credit in respect of the Canadian Dollar Tranche B, from its Canadian Lending Office. (c) Unless the Administrative Agent shall have received notice from an Applicable Bank prior to the date of any Borrowing that such Bank will not make available to the Administrative Agent such Bank's ’s share of such Borrowing, the Administrative Agent may assume that such Bank has made such share available to the Administrative Agent on the date of such Borrowing in accordance with subsections (b) and (c) of this Section 2.04 2.3 and the Administrative Agent may, in reliance upon such assumption, but shall not be obligated to, make available to the applicable Borrower on such date a corresponding amountamount on behalf of such Bank. If and to the extent that such Bank shall not have so made such share available to the Administrative Agent, such Bank and the Borrower severally agree agrees to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the a Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case rate of the Borrower, a rate per annum equal interest applicable to the higher of the Federal Funds Rate and the interest rate applicable thereto pursuant to Section 2.07 and (ii) in the case of such Bank, the Federal Funds RateBorrowing hereunder. If such Bank shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Bank's ’s Loan included in such Borrowing for purposes of this Agreement. If such Bank shall not pay to the Borrower shall have repaid Administrative Agent such corresponding amount of after reasonable attempts are made by the Administrative Agent to collect such amounts from such Bank, each Borrower agrees to repay to the Administrative Agent forthwith on demand such corresponding amounts together with interest thereto, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Administrative Agent, at the interest rate applicable thereto one (1) Business Day after demand. Nothing contained in this Section 2.3(c) shall be deemed to reduce the Commitment or Currency Commitment of any Bank or in any way affect the rights of Borrowers with respect to any Defaulting Bank or Administrative Agent. The failure of any Bank to make available to the Administrative Agent such Bank’s share of any Borrowing in accordance with Section 2.3(b) hereof shall reimburse not relieve any other Bank of its obligations to fund its Commitment or Currency Commitment, in accordance with the provisions hereof. (d) Subject to the provisions hereof, the Administrative Agent shall make available each Borrowing to the applicable Borrower for any loss in Federal funds or the applicable Alternate Currency immediately available in accordance with, and on account thereof incurred by the Borrowerdate set forth in, the applicable Notice of Borrowing.

Notice to Banks; Funding of Loans. (a) Upon receipt of a Notice of Committed Borrowing, the Lead Agent shall promptly notify each Bank on the same day as it receives the Notice of Committed Borrowing of the contents thereof and of such Bank's share (if any) of such Borrowing and such Notice of Committed Borrowing shall not thereafter be revocable by the Borrower. (b) Not later than 1:00 2:00 P.M. (New York City time) on the date of each Committed Borrowing, each Bank participating therein shall (except as provided in subsection (c) of this Section) make available its share of such Committed Borrowing, in Federal or other funds immediately available in New York City, to the Lead Agent at its address referred to in Section 10.019.1. Unless any applicable condition specified in Article 3 has not been satisfied, as determined by the Agent in accordance with Article 3, the The Lead Agent will make the funds so received from the Banks immediately available to the Borrower at the Lead Agent's aforesaid address. If the Borrower has requested the issuance of a Letter of Credit, no later than 12:00 Noon (New York City time) on the date of such issuance as indicated in the notice delivered pursuant to Section 2.2(b), the Fronting Bank shall issue such Letter of Credit in the amount so requested and deliver the same to the Borrower with a copy thereof to the Lead Agent. At the request of any Bank, the Lead Agent promptly shall deliver copies thereof to such Bank. Immediately upon the issuance of each Letter of Credit by the Fronting Bank, such Fronting Bank shall be deemed to have sold and transferred to each other Bank, and each such other Bank shall be deemed, and hereby agrees, to have irrevocably and unconditionally purchased and received from the Fronting Bank, without recourse or warranty, an undivided interest and a participation in such Letter of Credit, any drawing thereunder, and the obligations of the Borrower hereunder with respect thereto, and any security therefor or guaranty pertaining thereto, in an amount equal to such Bank's ratable share thereof (based upon the ratio its Commitment bears to the aggregate of all Commitments). Upon any change in any of the Commitments in accordance herewith, there shall be an automatic adjustment to such participations to reflect such changed shares. The Fronting Bank shall have the primary obligation to fund any and all draws made with respect to such Letter of Credit notwithstanding any failure of a participating Bank to fund its ratable share of any such draw. The Lead Agent will instruct the Fronting Bank to make such Letter of Credit available to the Borrower and the Fronting Bank shall make such Letter of Credit available to the Borrower at the Borrower's aforesaid address or at such address in the United States as Borrower shall request on the date of the Borrowing. (c) If any Bank makes a new Loan hereunder to the Borrower on a day on which the Borrower is to repay all or any part of an outstanding Loan from such Bank, such Bank shall apply the proceeds of its new Loan to make such repayment and only an amount equal to the difference (if any) between the amount being borrowed by the Borrower and the amount being repaid shall be made available by such Bank to the Agent as provided in subsection (b) of this Section, or remitted by the Borrower to the Agent as provided in Section 2.12, as the case may be. (d) Unless the Lead Agent shall have received notice from a Bank prior to the date of any Borrowing (or, in the case of a Base Rate Borrowing, prior to Noon (New York City time) on the date of such Borrowing) that such Bank will not make available to the Lead Agent such Bank's share of such Borrowing, the Lead Agent may assume that such Bank has made such share available to the Lead Agent on the date of such Borrowing in accordance with subsections subsection (b) and (c) of this Section 2.04 2.4 and the Lead Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such share available to the Lead Agent, such Bank and the Borrower severally agree to repay to the Lead Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Lead Agent, at (i) in the case of the Borrower, a rate per annum equal to the higher of the Federal Funds Rate and the interest rate applicable thereto pursuant to Section 2.07 2.7 and (ii) in the case of such Bank, the Federal Funds Rate. If such Bank shall repay to the Lead Agent such corresponding amount, such amount so repaid shall constitute such Bank's Loan included in such Borrowing for purposes of this Agreement. If the Borrower shall have repaid such corresponding amount of such Bank, such Bank shall reimburse the Borrower for any loss on account thereof incurred by the Borrower.

Notice to Banks; Funding of Loans. (a) Upon receipt of Promptly after receiving a Notice of Borrowing, the Administrative Agent shall promptly notify each Bank of the contents thereof and of such Bank's ’s share (if any) of such Borrowing and such Notice of Borrowing shall not thereafter be revocable by the Borrower. (b) Not later than 1:00 P.M. 12:00 Noon (New York City time) on the date of each Borrowing, each Bank participating therein shall (except as provided in subsection (c) of this Section) make available its share of such Borrowing, in Federal or other funds immediately available in New York City, to the Administrative Agent at its address referred specified in or pursuant to in Section 10.019.01. Unless the Administrative Agent determines that any applicable condition specified in Article 3 has not been satisfied, as determined by the Agent in accordance with Article 3, the Administrative Agent will make the funds so received from the Banks immediately available to the Borrower at the Administrative Agent's ’s aforesaid address. (c) If any Bank makes a new Loan hereunder to the Borrower on a day on which the Borrower is to repay all or any part of an outstanding Loan from such Bank, such Bank shall apply the proceeds of its new Loan to make such repayment and only an amount equal to the difference (if any) between the amount being borrowed by the Borrower and the amount being repaid shall be made available by such Bank to the Agent as provided in subsection (b) of this Section, or remitted by the Borrower to the Agent as provided in Section 2.12, as the case may be. (d) Unless the Administrative Agent shall have received notice from a Bank prior to before the date time of any Borrowing (or, in the case of a Base Rate Borrowing, prior to Noon (New York City time) on the date of such Borrowing) that such Bank will not make available to the Administrative Agent such Bank's ’s share of such Borrowing, the Administrative Agent may assume that such Bank has made such share available to the Administrative Agent on the date of such Borrowing in accordance with subsections (bSection 2.04(b) and (c) of this Section 2.04 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such share available to the Administrative Agent, such Bank and the Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of if such amount is repaid by the Borrower, a rate per annum equal to the higher of the Federal Funds Rate and the interest rate applicable thereto to such Borrowing pursuant to Section 2.07 2.06 and (ii) in the case of if such amount is repaid by such Bank, the Federal Funds Rate. If such Bank shall repay to the Administrative Agent such corresponding amount, the Borrower shall not be required to repay such amount and the amount so repaid by such Bank shall constitute such Bank's ’s Loan included in such Borrowing for purposes of this Agreement. If the Borrower shall have repaid such corresponding amount of such Bank, such Bank shall reimburse the Borrower for any loss on account thereof incurred by the Borrower.

Notice to Banks; Funding of Loans. (a) Upon receipt of a Notice of Borrowing, the Administrative Agent shall promptly notify each Bank of the contents thereof and of such Bank's share (if any) of such Borrowing and such Notice of Borrowing shall not thereafter be revocable by the Borrower. (b) Not later than 1:00 P.M. (New York City time) on the date of each Borrowing, each Bank participating therein shall (except as provided in subsection (c) of this Section) make available its share of such Borrowing, in Federal or other funds immediately available in New York City, to the Administrative Agent at its address referred specified in or pursuant to in Section 10.019.01. Unless the Administrative Agent determines that any applicable condition specified in Article 3 has not been satisfied, as determined by the Agent in accordance with Article 3, the Administrative Agent will make the funds so received from the Banks immediately available to the Borrower at the Administrative Agent's aforesaid address. (c) If any Bank makes a new Loan hereunder to the Borrower on a day on which the Borrower is to repay all or any part of an outstanding Loan from such Bank, such Bank shall apply the proceeds of its new Loan to make such repayment and only an amount equal to the difference (if any) between the amount being borrowed by the Borrower and the amount being repaid shall be made available by such Bank to the Agent as provided in subsection (b) of this Section, or remitted by the Borrower to the Agent as provided in Section 2.12, as the case may be. (d) Unless the Administrative Agent shall have received notice from a Bank prior to the date of any Borrowing (or, in the case of a Base Rate Borrowing, prior to Noon (New York City time) on the date of such Borrowing) that such Bank will not make available to the Administrative Agent such Bank's share of such Borrowing, the Administrative Agent may assume that such Bank has made such share available to the Administrative Agent on the date of such Borrowing in accordance with subsections (b) and (c) of this Section 2.04 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such share available to the Administrative Agent, such Bank and and, if such Bank shall not have made such payment within two Domestic Business Days of demand therefor, the Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of the Borrower, a rate per annum equal to the higher of the Federal Funds Rate and the interest rate applicable thereto pursuant to Section 2.07 and (ii) in the case of such Bank, the Federal Funds Rate. If such Bank shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Bank's Loan included in such Borrowing for purposes of this Agreement. If . (d) The failure of any Bank to make the Borrower Loan to be made by it as part of any Borrowing shall have repaid such corresponding amount not relieve any other Bank of its obligation, if any, hereunder to make a Loan on the date of such BankBorrowing, such but no Bank shall reimburse be responsible for the Borrower for failure of any loss on account thereof incurred other Bank to make a Loan to be made by the Borrowersuch other Bank.

Notice to Banks; Funding of Loans. (a) Upon receipt of a Notice of Borrowing, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's share (if any) of such Borrowing and such Notice of Borrowing shall not thereafter be revocable by the BorrowerCompany. (b) Not later than 1:00 P.M. (New York City time) on the date of each Borrowing, each Bank participating therein shall (except as provided in subsection (c) of this Section) make available its share of such Borrowing, in Federal or other funds immediately available in New York City, to the Agent at its address referred to in Section 10.019.01. Unless any applicable condition specified in Article 3 has not been satisfied, as determined by the Agent in accordance with Article 3, the Agent will make the funds so received from the Banks immediately available to the Borrower Company at the Agent's aforesaid address. (c) If any Bank makes a new Loan hereunder to the Borrower Company on a day on which the Borrower Company is to repay all or any part of an outstanding Loan from such Bank, such Bank shall apply the proceeds of its new Loan to make such repayment and only an amount equal to the difference (if any) between the amount being borrowed by the Borrower Company and the amount being repaid shall be made available by such Bank to the Agent as provided in subsection (b) of this Section, or remitted by the Borrower Company to the Agent as provided in Section 2.12, as the case may be. (d) Unless the Agent shall have received notice from a Bank prior to the date of any Borrowing (or, in the case of a Base Rate Borrowing, prior to Noon (New York City time) on the date of such Borrowing) that such Bank will not make available to the Agent such Bank's share of such Borrowing, the Agent may assume that such Bank has made such share available to the Agent on the date of such Borrowing in accordance with subsections (b) and (c) of this Section 2.04 and the Agent may, in reliance upon such assumption, make available to the Borrower Company on such date a corresponding amount. If and to the extent that such Bank shall not have so made such share available to the Agent, such Bank and the Borrower Company severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower Company until the date such amount is repaid to the Agent, at (i) in the case of the BorrowerCompany, a rate per annum equal to the higher of the Federal Funds Rate and the interest rate applicable thereto pursuant to Section 2.07 and (ii) in the case of such Bank, the Federal Funds Rate. If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank's Loan included in such Borrowing for purposes of this Agreement. If the Borrower Company shall have repaid such corresponding amount of such Bank, such Bank shall reimburse the Borrower Company for any loss on account thereof incurred by the BorrowerCompany.

Notice to Banks; Funding of Loans. (a) Upon receipt of a Notice of BorrowingBorrowing from the Borrower in accordance with Section 2.2 hereof, the Administrative Agent shall promptly shall, on the date such Notice of Borrowing is received by the Administrative Agent, notify each applicable Bank of the contents thereof and of such Bank's ’s share (if any) of such Borrowing and of the interest rate applicable thereto and such Notice of Borrowing shall not thereafter be revocable by the Borrower, unless the Borrower shall pay any applicable expenses pursuant to Section 2.15. (b) Not later than 1:00 P.M. 12:00 p.m. (New York City time) on the date of each BorrowingClosing Date, each Bank participating therein shall (except as provided in subsection (c) of this SectionSection 2.3) make available its share Pro Rata Share of such Borrowing, Borrowing in Federal or other funds immediately available in New York CityYork, New York, to the Administrative Agent at its address referred to in Section 10.01. Unless any applicable condition specified in Article 3 has not been satisfied, as determined by the Agent in accordance with Article 3, the Agent will make the funds so received from the Banks immediately available to the Borrower at the Agent's aforesaid address9.1. (c) If any Bank makes a new Loan hereunder to the Borrower on a day on which the Borrower is to repay all or any part of an outstanding Loan from such Bank, such Bank shall apply the proceeds of its new Loan to make such repayment and only an amount equal to the difference (if any) between the amount being borrowed by the Borrower and the amount being repaid shall be made available by such Bank to the Agent as provided in subsection (b) of this Section, or remitted by the Borrower to the Agent as provided in Section 2.12, as the case may be. (d) Unless the Administrative Agent shall have received notice from a Bank prior to the date of any Borrowing (or, in the case of a Base Rate Borrowing, prior to Noon (New York City time) on the date of such Borrowing) Closing Date that such Bank will not make available to the Administrative Agent such Bank's ’s share of such a Borrowing, the Administrative Agent may assume that such Bank has made such share available to the Administrative Agent on the date of such Borrowing in Closing Date accordance with subsections (b) and (c) of this Section 2.04 2.3 and the Administrative Agent may, in reliance upon such assumption, but shall not be obligated to, make available to the Borrower on such date a corresponding amountamount on behalf of such Bank. If and to the extent that such Bank shall not have so made such share available to the Administrative Agent, such Bank and the Borrower severally agree agrees to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, at the Federal Funds Rate, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of the Borrower, a rate per annum equal to the higher of the Federal Funds Rate and the interest rate applicable thereto pursuant to Section 2.07 and (ii) in the case of such Bank, the Federal Funds Rate. If such Bank shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Bank's ’s Loan included in such Borrowing for purposes of this Agreement. If such Bank shall not pay to the Borrower shall have repaid Administrative Agent such corresponding amount of after reasonable attempts are made by the Administrative Agent to collect such amounts from such Bank, such Bank shall reimburse the Borrower agrees to repay to the Administrative Agent forthwith on demand such corresponding amounts together with interest thereto, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at the interest rate applicable thereto one (1) Business Day after demand. Nothing contained in this Section 2.3(c) shall be deemed to reduce the Commitment of any loss Bank or in any way affect the rights of the Borrower with respect to the Administrative Agent. The failure of any Bank to make available to the Administrative Agent such Bank’s share of any Borrowing in accordance with Section 2.3(b) hereof shall not relieve any other Bank of its obligations to fund its Commitment, in accordance with the provisions hereof. (d) Subject to the provisions hereof, the Administrative Agent shall make available each Borrowing to the Borrower in Federal funds immediately available in accordance with, and on account thereof incurred by the Borrowerdate set forth in, the applicable Notice of Borrowing.

Notice to Banks; Funding of Loans. (a) Upon receipt of a Notice of BorrowingBorrowing or an oral request for a Borrowing in accordance with Section 2.2, the Operations Agent shall promptly notify each Bank of the contents thereof and of such Bank's share (ratable share, if any) , of such Borrowing and such Borrowing. Such Notice of Borrowing or oral request shall not thereafter be revocable by the Borrowerborrowing Borrower and shall obligate the borrowing Borrower to accept the Loans requested from the Banks on the Borrowing Date. (b) Not later than 1:00 P.M. 3:00 p.m. (New York City Boston time) on the date Borrowing Date of each Borrowing, each Bank participating therein shall (except as provided in subsection (c) of this Section) make available its share share, if any, of such Borrowing, in Federal or other funds immediately available in New York CityBoston, to the Operations Agent at its address referred to in Section 10.018.1. Unless the Operations Agent determines that any applicable condition specified in Article 3 III has not been satisfied, as determined by the Agent in accordance with Article 3, the Operations Agent will make its share of such Borrowing and the funds so received from the other Banks immediately available to the borrowing Borrower at as noticed to the Agent's aforesaid addressOperations Agent with the name of its custodian and payment instructions (including ABA number and demand deposit account number) on the Borrowing Date. The failure or refusal of any Bank to make available to the Operations Agent as provided herein its share of any Borrowing shall not relieve any other Bank from its several obligations hereunder. (c) If any Bank makes Committed Loan is to be made to a new Loan Borrower hereunder to the Borrower on a day on which the any Swing Line Advance to such Borrower is to repay all or any part of an outstanding Loan from such Bankoutstanding, such Bank shall apply the proceeds of its new such Committed Loan shall be applied first to make the repayment of the outstanding Swing Line Advances to such repayment Borrower, and only an amount equal to the difference (if any) between the amount being borrowed by the Borrower and the amount Swing Line Advances being repaid shall be made available to such Borrower by such Bank to the Operations Agent as provided in subsection clause (b) of this Section, or remitted by the Borrower to the Agent as provided in Section 2.12, as the case may be2.3. (d) Unless the Operations Agent shall have received notice from a Bank prior to the date of any Borrowing (or, in the case of a Base Rate Borrowing, prior to Noon (New York City time) on the date of such Borrowing) Date that such Bank will not make available to the Operations Agent such Bank's share of such Borrowing, the Operations Agent may assume that such Bank has made such share available to the Operations Agent on the date of such Borrowing Date in accordance with subsections subsection (b) and (c) of this Section 2.04 and the Operations Agent maymay (but it shall not be required to), in reliance upon such assumption, make available to the borrowing Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such share available to the Operations Agent, such Bank and the borrowing Borrower severally agree to repay to the Agent forthwith on Operations Agent, within three days after demand by the Operations Agent, such corresponding amount together with interest thereon, for each day from the date such amount is made available to the borrowing Borrower until the date such amount is repaid to the Operations Agent, at (i) in the case of the borrowing Borrower, a rate per annum equal to the higher of the Federal Funds Rate and the interest rate applicable thereto pursuant to Section 2.07 2.9 and (ii) in the case of such Bank, the Federal Funds Rate. If such Bank shall repay to the Operations Agent such corresponding amount, such amount so repaid shall constitute such Bank's Loan included in such Borrowing for purposes of this Agreement. If the Borrower shall have repaid such corresponding amount of such Bank, such Bank shall reimburse the Borrower for any loss on account thereof incurred by the Borrower.

Notice to Banks; Funding of Loans. (a) Upon receipt of a Notice of BorrowingBorrowing or an oral request for a borrowing in accordance with Section 2.02(a) hereof, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ’s ratable share (if any) of such Borrowing and such borrowing. Such Notice of Borrowing or oral request shall not thereafter be revocable by the BorrowerBorrower and shall obligate the Borrower to accept the Loans requested from the Banks on the date of such borrowing. (b) Not later than 1:00 P.M. 2:00 p.m. (New York City Boston time) on the date Borrowing Date of each Borrowingborrowing, each Bank participating therein shall (except as provided in subsection (c) of this Section) make available its share of such Borrowingborrowing, in Federal federal or other funds immediately available in New York CityBoston, to the Agent at its address referred to in Section 10.019.01 hereof. Unless the Agent determines that any applicable condition specified in Article 3 III has not been satisfied, as determined by the Agent in accordance with Article 3satisfied or waived, the Agent will (x) make its share of such borrowing and the funds so received from the other Banks immediately available to the Borrower at the Agent's ’s aforesaid addressaddress or (y) at the election of Borrower as set forth in the applicable Notice of Borrowing, as may be reasonably acceptable to the Agent, wire its share of such borrowing and the funds so received from the other Banks to a third party designated by the Borrower in such Notice of Borrowing, in each case, in federal funds or other funds immediately available to the Borrower or such other third party, as applicable, in each case on the Borrowing Date. The failure or refusal of any Bank to make available to the Agent as provided herein its share of any borrowing shall not relieve any other Bank from its several obligations hereunder. (c) If any Bank makes a new Loan hereunder to the Borrower on a day on which the Borrower is to repay all or any part the principal amount of an outstanding Loan from to such Bank, such the Bank shall apply the proceeds of its new Loan to make such repayment and only an amount equal to the difference (if any) between the amount being borrowed by the Borrower and the amount being repaid shall be made available by such Bank to the Agent as provided in subsection clause (ba) of this Section, Section or remitted by the Borrower to the Agent Bank as provided in Section 2.122.10 hereof, as the case may be. (d) Unless the Agent shall have received notice from a Bank prior to the date of any Borrowing (or, in the case of a Base Rate Borrowing, prior to Noon (New York City time) on the date of such Borrowing) Date that such Bank will not make available to the Agent such Bank's ’s share of such Borrowingborrowing, the Agent may assume that such Bank has made such share available to the Agent on the such date of such Borrowing in accordance with subsections clause (b) and (c) of this Section 2.04 and the Agent maymay (but it shall not be required to), in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such share available to the Agent, such Bank and the Borrower severally agree agrees to repay to the Agent forthwith on demand Agent, upon demand, such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of the Borrower, a rate per annum equal to the higher of the Federal Funds Rate and the interest rate applicable thereto pursuant to Section 2.07 and (ii) in the case of such Bank, the Federal Funds Rate. If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank's ’s Loan included in such Borrowing borrowing for purposes of this Agreement. If and to the Borrower shall have repaid such corresponding amount of such Bank, extent that such Bank shall reimburse not have so made such share available to the Agent within three Domestic Business Days after demand by the Agent, the Borrower agrees to repay to the Agent, upon demand, such amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at a rate per annum equal to the interest rate applicable thereto pursuant to Section 2.06 hereof. The provisions of this Section 2.03(d) shall not relieve any loss on account thereof incurred by such Bank from any liability to the Borrower.

Notice to Banks; Funding of Loans. (a) Upon receipt of a Notice of Borrowing, the Administrative Agent shall promptly notify each Bank of the contents thereof and of such Bank's share (if any) of such Borrowing and such Notice of Borrowing shall not thereafter be revocable by the Borrower. (b) Not later than 1:00 2:00 P.M. (New York City time) on the date of each Borrowing, each Bank participating therein shall (except as provided in subsection (c) of this Section) make available its share of such Borrowing, in Federal or other funds immediately available in New York City, to the Administrative Agent at its address referred to in Section 10.019.01. Unless the Administrative Agent determines that any applicable condition specified in Article 3 has not been satisfied, as determined by the Agent in accordance with Article 3, the Administrative Agent will make the funds so received from the Banks immediately available to the Borrower at the Administrative Agent's aforesaid address. (c) If any Bank makes a new Loan hereunder to the Borrower on a day on which the Borrower is to repay all or any part of an outstanding Loan from such Bank, such Bank shall apply the proceeds of its new Loan to make such repayment and only an amount equal to the difference (if any) between the amount being borrowed by the Borrower and the amount being repaid shall be made available by such Bank to the Administrative Agent as provided in subsection (b) of this Section), or remitted by the Borrower to the Administrative Agent as provided in Section 2.122.13, as the case may be. (d) Unless the Administrative Agent shall have received notice from a Bank prior to the date of any Borrowing (or, in the case of a Base Rate Borrowing, prior to Noon (New York City time) on the date of such Borrowing) that such Bank will not make available to the Administrative Agent such Bank's share of such Borrowing, the Administrative Agent may assume that such Bank has made such share available to the Administrative Agent on the date of such Borrowing in accordance with subsections (b) and (c) of this Section 2.04 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such share available to the Administrative Agent, such Bank and the Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of the Borrower, a rate per annum equal to the higher of the Federal Funds Rate and the interest rate applicable thereto pursuant to Section 2.07 and or (ii) in the case of such Bank, the Federal Funds Rate. If such Bank shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Bank's Loan included in such Borrowing for purposes of this Agreement. If the Borrower shall have repaid such corresponding amount of such Bank, such Bank shall reimburse the Borrower for any loss on account thereof incurred by the Borrower.

Notice to Banks; Funding of Loans. (a) Upon receipt of a Notice of Borrowing, the Administrative Agent shall promptly notify each Bank of the contents thereof and of such Bank's ’s share (if any) of such Borrowing and such Notice of Borrowing shall not thereafter be revocable by the BorrowerCompany. (b) Not later than 1:00 12:30 P.M. (New York City time) on the date of each Borrowing, each Bank participating therein shall (except as provided in subsection (c) of this Section) make available its share of such Borrowing, in Federal or other funds immediately available in New York City, to the Administrative Agent at its address referred to in Section 10.019.01. Unless the Administrative Agent determines that any applicable condition specified in Article 3 has not been satisfied, as determined by the Agent in accordance with Article 3, the Administrative Agent will make the funds so received from the Banks immediately available to the Borrower at Company by crediting the Agent's aforesaid addressaccount of the Company designated by the Company in the applicable Notice of Borrowing with such funds. (c) If any Bank makes a new Loan hereunder to the Borrower on a day on which the Borrower Company is to repay all or any part of an outstanding Loan from such Bank, such Bank shall apply the proceeds of its new Loan to make such repayment and only an amount equal to the difference (if any) between the amount being borrowed by the Borrower and the amount being repaid shall be made available by such Bank to the Administrative Agent as provided in subsection (b) of this Section), or remitted by the Borrower Company to the Administrative Agent as provided in Section 2.122.11, as the case may be. (d) Unless the Administrative Agent shall have received notice from a Bank prior to the date of any Borrowing (or, in the case of a Base Rate Borrowing, prior to Noon 11:30 A.M. (New York City time) on the date of such Borrowing) that such Bank will not make available to the Administrative Agent such Bank's ’s share of such Borrowing, the Administrative Agent may assume that such Bank has made such share available to the Administrative Agent on the date of such Borrowing in accordance with subsections (b) and (c) of this Section 2.04 2.03 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower Company on such date a corresponding amount. If and to the extent that such Bank shall not have so made such share available to the Administrative Agent, such Bank and the Borrower Company severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from and including the date such amount is made available to the Borrower Company until the date such amount is repaid to the Administrative Agent, at (i) in the case of the BorrowerCompany, a rate per annum equal to the higher of the Federal Funds Rate and the interest rate applicable thereto pursuant to Section 2.07 Base Rate Loans and (ii) in the case of such Bank, the greater of the Federal Funds RateRate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing. If such Bank shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Bank's ’s Loan included in such Borrowing for purposes of this Agreement. If the Borrower Company and such Bank shall have repaid pay such corresponding interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Company the amount of such Bank, such Bank shall reimburse the Borrower for any loss on account thereof incurred interest paid by the BorrowerCompany for such period. Any payment by the Company shall be without prejudice to any claim the Company may have against a Bank that shall have failed to make such payment to the Administrative Agent.

Notice to Banks; Funding of Loans. (aA) Upon receipt of a Notice of Borrowing, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's share (if any) of such Borrowing and such Notice of Borrowing shall not thereafter be revocable by the applicable Borrower. Promptly after its receipt of notice from the Issuing Bank pursuant to Section 2.17(D)(i), the Agent will notify each Bank of the contents of each L/C Request hereunder. (bB) Not later than 1:00 P.M. 12:00 Noon (New York City Chicago time) on the date of each Borrowing, and not later than 12:00 Noon (London time) on the date of each Borrowing requested by Masco Europe, each Bank participating therein shall (except as provided in subsection (cC) of this Section) make available its share of such Borrowing, in Federal or other funds immediately available in New York CityChicago or London, as the case may be, to the Agent at its relevant address referred specified in writing to the Banks (or such other address as may be specified in Section 10.01writing by the Agent to the Banks so long as such address is in the United States, London or Luxembourg). Unless the Agent determines that any applicable condition specified in Article 3 III has not been satisfied, as determined by the Agent in accordance with Article 3, the Agent will make the funds so received from the Banks immediately available to the Borrower Company at the Agent's aforesaid addressaddress in the United States or, to Masco Europe by wire transfer in immediately available funds to Masco Europe's account maintained at Bank One (or an affiliate thereof) in London (or Luxembourg), as applicable. (cC) If any Bank makes a new Loan hereunder to the Borrower on a day on which the Borrower requesting such Loan is to repay all or any part of an outstanding Loan from such Bank, such Bank shall apply the proceeds of its new Loan to make such repayment and only an amount equal to the difference (if any) between the amount being borrowed by the Borrower and the amount being repaid shall be made available by such Bank to the Agent as provided in subsection (bB) of this Section, or remitted by the such Borrower to the Agent as provided in Section 2.122.11, as the case may be. (dD) Unless the Agent shall have received notice from a Bank prior to the date time of any Borrowing (or, in the case of a Base Rate Borrowing, prior to Noon (New York City time) on the date of such Borrowing) that such Bank will not make available to the Agent such Bank's share of such Borrowing, the Agent may assume that such Bank has made such share available to the Agent on the date of such Borrowing in accordance with subsections (bB) and (cC) of this Section 2.04 and the Agent may, in reliance upon such assumption, make available to the relevant Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such share available to the Agent, such Bank and the relevant Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the such Borrower until the date such amount is repaid to the Agent, at (i) in the case of the Borrower, a rate per annum equal to the higher of the Federal Funds Effective Rate and the interest rate applicable thereto pursuant to Section 2.07 2.06 and (ii) in the case of such Bank, the Federal Funds Effective Rate. If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank's Loan included in such Borrowing for purposes of this Agreement. If Nothing in this Section 2.03(D) shall relieve such Bank or any other Bank of its obligation to make its share of each Borrowing available to the Agent in accordance with the terms of this Agreement. (E) Floating Rate Loans shall continue as Floating Rate Loans unless and until such Floating Rate Loans are converted into Eurocurrency Loans pursuant to this Section 2.03(E) or are repaid in accordance with Section 2.10. Each Eurocurrency Loan shall continue as a Eurocurrency Loan until the end of the then applicable Interest Period therefor, at which time: (i) each such Eurocurrency Loan denominated in Dollars shall be automatically converted into a Floating Rate Loan unless (x) such Eurocurrency Loan is or was repaid in accordance with Section 2.10 or (y) the relevant Borrower shall have repaid such corresponding amount given the Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such BankInterest Period, such Bank Eurocurrency Loan either continue as a Eurocurrency Loan for the same or another Interest Period or be converted into a Floating Rate Loan; and (ii) each such Eurocurrency Loan denominated in euro shall reimburse automatically continue as a Eurocurrency Loan in euro with an Interest Period of one month unless (x) such Eurocurrency Loan is or was repaid in accordance with Section 2.10 or (y) the relevant Borrower shall have given the Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Interest Period, such Eurocurrency Loan continue as a Eurocurrency Loan for the same or another Interest Period. Subject to the terms of Section 2.01(A), the Borrowers may elect from time to time to convert all or any loss on account thereof incurred part of a Loan of any type into any other type or types of Loans denominated in the same or any other Syndicated Currency; provided that any conversion of any Eurocurrency Loan shall be made on, and only on, the last day of the Interest Period applicable thereto. The relevant Borrower shall give the Agent irrevocable notice (a "Conversion/Continuation Notice") of each conversion or continuation of a Loan not later than 10:00 a.m. (Chicago time) at least one (1) Domestic Business Day, in the case of a conversion into or continuation of a Floating Rate Loan, three (3) Eurocurrency Business Days, in the case of a conversion into or continuation by the BorrowerCompany of a Eurocurrency Loan denominated in Dollars, or five (5) Eurocurrency Business Days, in the case of either (x) a conversion into or continuation of a Eurocurrency Loan denominated in euro by the Company or (y) a conversion or continuation of any Eurocurrency Loan by Masco Europe, prior to the date of the requested conversion or continuation, specifying: (a) the requested date, which shall be a Domestic Business Day or in the case of a conversion into or continuation of a Eurocurrency Loan, a Eurocurrency Business Day, of such conversion or continuation, and (b) the Syndicated Currency, amount and type(s) of Loan(s) into which such Loan is to be converted or continued and, in the case of a conversion into or continuation of a Eurocurrency Loan, the duration of the Interest Period applicable thereto.

Notice to Banks; Funding of Loans. (a) Upon receipt of a Notice of Borrowing, the Servicing Agent shall promptly notify each Bank of the contents thereof and of such Bank's ’s share (if any) of such Borrowing Borrowing, and if the Borrower has selected for a Euro-Dollar Loan an Interest Period having duration of twelve months, the Servicing Agent shall endeavor to elicit from each Bank whether such Bank is able to provide funding for such Loan at the requested duration of Interest Period. Such Notice of Borrowing shall not thereafter be revocable by the Borrower. (b) Not later than 1:00 2:00 P.M. (New York City time) on the date of each Borrowing, each Bank participating therein shall (except as provided in subsection (c) of this Section) make available its share of such Borrowing, in Federal or other funds immediately available in New York City, to the Servicing Agent at its address referred specified in or pursuant to in Section 10.019.01. Unless the Servicing Agent determines that any applicable condition specified in Article 3 has not been satisfied, as determined by the Agent in accordance with Article 3, the Servicing Agent will make the funds so received from the Banks immediately available to the Borrower at the Servicing Agent's ’s aforesaid address. (c) If any Bank makes a new Loan hereunder to the Borrower on a day on which the Borrower is to repay all or any part of an outstanding Loan from such Bank, such Bank shall apply the proceeds of its new Loan to make such repayment and only an amount equal to the difference (if any) between the amount being borrowed by the Borrower and the amount being repaid shall be made available by such Bank to the Agent as provided in subsection (b) of this Section, or remitted by the Borrower to the Agent as provided in Section 2.12, as the case may be. (d) Unless the Servicing Agent shall have received notice from a Bank prior to the date of any Borrowing (or, in the case of a Base Rate Borrowing, prior to Noon (New York City time) on the date of such Borrowing) that such Bank will not make available to the Servicing Agent such Bank's ’s share of such Borrowing, the Servicing Agent may assume that such Bank has made such share available to the Servicing Agent on the date of such Borrowing in accordance with subsections subsection (b) and (c) of this Section 2.04 and the Servicing Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such share available to the Servicing Agent, such Bank and the Borrower severally agree to repay to the Servicing Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Servicing Agent, at (i) in the case of the Borrower, a rate per annum equal to the higher of the Federal Funds Rate and the interest rate applicable thereto pursuant to Section 2.07 and (ii) in the case of such Bank, the Federal Funds Rate. If such Bank shall repay to the Servicing Agent such corresponding amount, such amount so repaid shall constitute such Bank's ’s Loan included in such Borrowing for purposes of this Agreement. If the Borrower shall have repaid such corresponding amount of such Bank, such Bank shall reimburse the Borrower for any loss on account thereof incurred by the Borrower.

Notice to Banks; Funding of Loans. (a) Upon receipt of a Notice of BorrowingBorrowing or an oral request for a Borrowing in accordance with Section 2.2, the Administrative Agent shall promptly notify each Bank of the contents thereof and of such Bank's share (’s ratable share, if any) , of such Borrowing and such Borrowing. Such Notice of Borrowing or oral request shall not thereafter be revocable by the Borrowerborrowing Borrower and shall obligate the borrowing Borrower to accept the Loans requested from the Banks on the Borrowing Date. (b) Not later than 1:00 P.M. 4:00 p.m. (New York City time) on the date Borrowing Date of each Borrowing, each Bank participating therein shall (except make available its share, if any, of such Borrowing solely by wire transfer of immediately available funds to the account of the Administrative Agent most recently designated by it for such purposes by notice to the Banks, provided that Swing Line Advances shall be made as provided in subsection (c) of this Section) make available its share of such Borrowing, in Federal or other funds immediately available in New York City, to the Agent at its address referred to in Section 10.012.2. Unless the Administrative Agent determines that any applicable condition specified in Article 3 III has not been satisfied, as determined by the Agent in accordance with Article 3, the Administrative Agent will make its share of such Borrowing and the funds so received from in the Banks immediately aforesaid account of the Administrative Agent available to the borrowing Borrower at as noticed to the Agent's aforesaid addressAdministrative Agent with the name of its custodian and payment instructions (including ABA number and demand deposit account number) on the Borrowing Date. The failure or refusal of any Bank to make available to the Administrative Agent as provided herein its share of any Borrowing shall not relieve any other Bank from its several obligations hereunder. (c) If any Bank makes Committed Loan is to be made to a new Loan Borrower hereunder to the Borrower on a day on which the any Swing Line Advance to such Borrower is to repay all or any part of an outstanding Loan from such Bankoutstanding, such Bank shall apply the proceeds of its new such Committed Loan shall be applied first to make the repayment of the outstanding Swing Line Advances to such repayment Borrower, and only an amount equal to the difference (if any) between the amount being borrowed by the Borrower and the amount Swing Line Advances being repaid shall be made available to such Borrower by such Bank to the Administrative Agent as provided in subsection clause (b) of this Section, or remitted by the Borrower to the Agent as provided in Section 2.12, as the case may be2.3. (d) Unless the Administrative Agent shall have received notice from a Bank prior to the date of any Borrowing (or, in the case of a Base Rate Borrowing, prior to Noon (New York City time) on the date of such Borrowing) Date that such Bank will not make available to the Administrative Agent such Bank's ’s share of such Borrowing, the Administrative Agent may assume that such Bank has made such share available to the Administrative Agent on the date of such Borrowing Date in accordance with subsections clause (b) and (c) of this Section 2.04 and the Administrative Agent maymay (but it shall not be required to), in reliance upon such assumption, make available to the borrowing Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such share available to the Administrative Agent, such Bank and the borrowing Borrower severally agree to repay to the Agent forthwith on Administrative Agent, within three days after demand by the Administrative Agent, such corresponding amount amount, together with interest thereon, for each day from the date such amount is made available to the borrowing Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of the borrowing Borrower, a rate per annum equal to the higher of the Federal Funds Rate and the interest rate applicable thereto pursuant to Section 2.07 2.8 and (ii) in the case of such Bank, the Federal Funds Rate. If such Bank shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Bank's ’s Loan included in such Borrowing for purposes of this Agreement. If the Borrower shall have repaid such corresponding amount of such Bank, such Bank shall reimburse the Borrower for any loss on account thereof incurred by the Borrower.

Notice to Banks; Funding of Loans. (a) Upon receipt of a Notice of Borrowing, the Agent shall promptly notify each Bank that is to participate in such Borrowing of the contents thereof and of such Bank's share (if any) of such Borrowing and such Notice of Borrowing shall not thereafter be revocable by the Borrower. (b) Not later than 1:00 P.M. 12:00 Noon (New York City time) on the date of each Borrowing, each Bank participating therein shall (except as provided in subsection (cd) of this Section) make available its share of such Borrowing, in Federal or other funds immediately available in New York City, to the Agent at its address referred to in Section 10.019.01. Unless the Agent determines that any applicable condition specified in Article 3 III has not been satisfied, as determined by the Agent in accordance with Article 3, the Agent will make the funds so received from the Banks immediately available to the Borrower at the Agent's aforesaid address. (c) If an Issuing Bank has not received from the Borrower a payment required by Section 2.15(g) to be made to such Issuing Bank by 1:00 P.M. (New York City time) on the date on which such payment is due, as provided in Section 2.15(g), such Issuing Bank shall promptly notify the Agent thereof and, promptly following receipt of such notice, the Agent will notify each Bank that has a participation in such Letter of Credit of the Letter of Credit Disbursement and such Bank's Applicable Percentage of such Letter of Credit Disbursement. Not later than 3:00 P.M. (New York City time) on such date, each Bank shall make available such Bank's Applicable Percentage of such Letter of Credit Disbursement, in Federal or other funds immediately available in New York City, to the Agent at its address specified in or pursuant to Section 9.01, and the Agent will promptly make such funds available to such Issuing Bank. Thereafter, any payments made by the Borrower in respect of such Letter of Credit Disbursement shall be paid to the Agent (and such Issuing Bank shall promptly remit such payments to the Agent if received by such Issuing Bank) and the Agent will promptly remit to each Bank that shall have made such funds available its Applicable Percentage of any amounts subsequently received by the Agent from such Issuing Bank or the Borrower in respect of such Letter of Credit Disbursement (excluding interest for the account of such Issuing Bank for the period prior to the date that such Bank shall have made such funds available). (d) If any Bank (including the Swingline Bank) makes a new Loan hereunder to the Borrower hereunder on a day on which the Borrower is to repay all or any part of an outstanding Loan from such Bank, such Bank shall apply the proceeds of its new Loan to make such repayment and only an amount equal to the difference (if any) between the amount being borrowed by the Borrower and the amount being repaid shall be made available by such Bank to the Agent as provided in subsection (bc) of this Section, or remitted by the Borrower to the Agent as provided in Section 2.12, as the case may be. (de) Unless the Agent shall have received notice from a Bank prior to the date of any Borrowing (orBorrowing, or prior to the time of any required payment by such Bank in the case respect of a Base Rate BorrowingLetter of Credit Disbursement, prior to Noon (New York City time) on the date of such Borrowing) that such Bank will not make available to the Agent such Bank's share of such BorrowingBorrowing or payment, the Agent may assume that such Bank has made such share available to the Agent on the date of such Borrowing or payment in accordance with subsections subsection (b) and or (c) ), as applicable, of this Section 2.04 and the Agent may, in reliance upon such assumption, make available to the Borrower or the applicable Issuing Bank, as the case may be, on such date a corresponding amount. If and to the extent that such Bank shall not have so made such share available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower or the applicable Issuing Bank until the date such amount is repaid to the Agent, at (i) in the case of the Borrower, a rate per annum equal to the higher of the Federal Funds Rate and the interest rate applicable thereto pursuant to Section 2.07 or Section 2.15(g), as applicable, and (ii) in the case of such Bank, the Federal Funds Rate. If In the case of a Borrowing, if such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank's Loan included in such Borrowing for purposes of this Agreement. If the Borrower shall have repaid such corresponding amount of such Bank, such Bank shall reimburse the Borrower for any loss on account thereof incurred by the Borrower.

Notice to Banks; Funding of Loans. (a) Upon receipt of a Notice of Committed Borrowing, the Administrative Agent shall promptly notify each Bank on the same day as it receives the Notice of Committed Borrowing of the contents thereof and of such Bank's ’s share (if any) of such Borrowing and such Notice of Committed Borrowing shall not thereafter be revocable by the Borrower. (b) Not later than 1:00 2:00 P.M. (New York City time) on the date of each Committed Borrowing, each Bank participating therein shall (except as provided in subsection (c) of this Section) make available its share of such Committed Borrowing, in Federal or other funds immediately available in New York City, to the Administrative Agent at its address referred to in Section 10.019.1. Unless any applicable condition specified in Article 3 has not been satisfied, as determined by the Agent in accordance with Article 3, the The Administrative Agent will make the funds so received from the Banks immediately available to the Borrower at the Administrative Agent's ’s aforesaid address. If the Borrower has requested the issuance of a Letter of Credit, no later than 12:00 Noon (New York City time) on the date of such issuance as indicated in the notice delivered pursuant to Section 2.2(b), the Fronting Bank shall issue such Letter of Credit in the amount so requested and deliver the same to the Borrower with a copy thereof to the Administrative Agent. At the request of any Bank, the Administrative Agent promptly shall deliver copies thereof to such Bank. Immediately upon the issuance of each Letter of Credit by the Fronting Bank, such Fronting Bank shall be deemed to have sold and transferred to each other Bank, and each such other Bank shall be deemed, and hereby agrees, to have irrevocably and unconditionally purchased and received from the Fronting Bank, without recourse or warranty, an undivided interest and a participation in such Letter of Credit, any drawing thereunder, and the obligations of the Borrower hereunder with respect thereto, and any security therefor or guaranty pertaining thereto, in an amount equal to such Bank’s ratable share thereof (based upon the ratio its Commitment bears to the aggregate of all Commitments). Upon any change in any of the Commitments in accordance herewith, there shall be an automatic adjustment to such participations to reflect such changed shares. The Fronting Bank shall have the primary obligation to fund any and all draws made with respect to such Letter of Credit notwithstanding any failure of a participating Bank to fund its ratable share of any such draw. Unless the Administrative Agent determines that any applicable condition specified in Article III has not been satisfied, the Administrative Agent will instruct the Fronting Bank to make such Letter of Credit available to the Borrower and the Fronting Bank shall make such Letter of Credit available to the Borrower at the Borrower’s aforesaid address or at such address in the United States as Borrower shall request on the date of the Borrowing. (c) If any Bank makes a new Loan hereunder Not later than 3:00 p.m. (New York City time) on the date of each Swingline Borrowing as indicated in the applicable Notice of Borrowing, the Swingline Lender shall make available such Swingline Borrowing in Federal funds immediately available in New York, New York to the Borrower on a day on which the Borrower is Administrative Agent at its address referred to repay all or any part of an outstanding Loan from such Bank, such Bank shall apply the proceeds of its new Loan to make such repayment and only an amount equal to the difference (if any) between the amount being borrowed by the Borrower and the amount being repaid shall be made available by such Bank to the Agent as provided in subsection (b) of this Section, or remitted by the Borrower to the Agent as provided in Section 2.12, as the case may be9.1. (d) Unless the Administrative Agent shall have received notice from a Bank prior to the date of any Borrowing (or, in the case of a Base Rate Borrowing, prior to Noon (New York City time) on the date of such Borrowing) that such Bank will not make available to the Administrative Agent such Bank's ’s share of such Borrowing, the Administrative Agent may assume that such Bank has made such share available to the Administrative Agent on the date of such Borrowing in accordance with subsections subsection (b) and (c) of this Section 2.04 2.4 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such share available to the Administrative Agent, such Bank and the Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of the Borrower, a rate per annum equal to the higher of the Federal Funds Rate and the interest rate applicable thereto pursuant to Section 2.07 2.7 and (ii) in the case of such Bank, the Federal Funds Rate. If such Bank shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Bank's ’s Loan included in such Borrowing for purposes of this Agreement. If the Borrower shall have repaid such corresponding amount of such Bank, such Bank shall reimburse the Borrower for any loss on account thereof incurred by the Borrower.

Notice to Banks; Funding of Loans. (a) Upon receipt of a Notice of Committed Borrowing, the Lead Agent shall promptly notify each Bank on the same day as it receives such Notice of Committed Borrowing of the contents thereof and of such Bank's share (if any) of such Borrowing and such Notice of Committed Borrowing shall not thereafter be revocable by the Borrowerapplicable Borrower or CarrAmerica LP. (b) Not later than 1:00 2:00 P.M. (New York City time) on the date of each Committed Borrowing as indicated in the Notice of Committed Borrowing, each Bank participating therein shall (except as provided in subsection (c) of this Section) make available its share of such Borrowing, in Federal or other funds immediately available in New York City, to the Lead Agent at its address referred to in Section 10.019.1. Unless any applicable condition specified in Article 3 has not been satisfied, as determined by the Agent in accordance with Article 3, the The Lead Agent will make the funds so received from the Banks immediately available to the applicable Borrower or CarrAmerica LP, as applicable, at the Lead Agent's aforesaid address. If a Borrower or CarrAmerica LP has requested the issuance of a Letter of Credit, no later than 12:00 Noon (New York City time) on the date of such issuance as indicated in the Notice of Committed Borrowing, the Fronting Bank shall issue such Letter of Credit in the amount so requested and deliver the same to the applicable Borrower or CarrAmerica LP with a copy thereof to the Lead Agent. Immediately upon the issuance of each Letter of Credit by the Fronting Bank, such Fronting Bank shall be deemed to have sold and transferred to each other Bank, and each such other Bank shall be deemed to, and hereby agrees to, have irrevocably and unconditionally purchased and received from Fronting Bank, without recourse or warranty, an undivided interest and a participation in such Letter of Credit, any drawing thereunder, and the obligations of the applicable Borrower or CarrAmerica LP hereunder with respect thereto, and any security therefor or guaranty pertaining thereto, in an amount equal to such Bank's ratable share thereof (based upon the ratio its Commitment bears to the aggregate of all Commitments). Upon any change in any of the Commitments in accordance herewith, there shall be an automatic adjustment to such participations to reflect such changed shares. The Fronting Bank shall have the primary obligation to fund any and all draws made with respect to such Letter of Credit notwithstanding any failure of a participating Bank to fund its ratable share of any such draw. The Lead Agent will instruct the Fronting Bank to make such Letter of Credit available to such Borrower and the Fronting Bank shall make such Letter of Credit available to the applicable Borrower or CarrAmerica LP at the applicable Borrower's or CarrAmerica's LP aforesaid address on the date of the Borrowing. (c) If any Bank makes a new Loan hereunder to the Borrower on a day on which the Borrower is to repay all or any part of an outstanding Loan from such Bank, such Bank shall apply the proceeds of its new Loan to make such repayment and only an amount equal to the difference (if any) between the amount being borrowed by the Borrower and the amount being repaid shall be made available by such Bank to the Agent as provided in subsection (b) of this Section, or remitted by the Borrower to the Agent as provided in Section 2.12, as the case may be. (d) Unless the Lead Agent shall have received notice from a Bank prior to the date of any Borrowing (or, in the case of a Base Rate Borrowing, prior to Noon (New York City time) on the date of such Borrowing) that such Bank will not make available to the Lead Agent such Bank's share of such Borrowing, the Lead Agent may assume that such Bank has made such share available to the Lead Agent on the date of such Borrowing in accordance with subsections subsection (b) and (c) of this Section 2.04 2.4 and the Lead Agent may, in reliance upon such assumption, make available to the applicable Borrower or CarrAmerica LP, as applicable, on such date a corresponding amount. If and to the extent that such Bank shall not have so made such share available to the Lead Agent, such Bank and the applicable Borrower or CarrAmerica LP severally agree to repay to the Lead Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the applicable Borrower or CarrAmerica LP until the date such amount is repaid to the Lead Agent, at (i) in the case of the Borrowereither Borrower or CarrAmerica LP, a rate per annum equal to the higher of the Federal Funds Rate and the interest rate applicable thereto pursuant to Section 2.07 2.7 and (ii) in the case of such Bank, the Federal Funds Rate. If such Bank shall repay to the Lead Agent such corresponding amount, such amount so repaid shall constitute such Bank's Loan included in such Borrowing for purposes of this Agreement. If the Borrower shall have repaid such corresponding amount of such Bank, such Bank shall reimburse the Borrower for any loss on account thereof incurred by the Borrower.

Notice to Banks; Funding of Loans. (a) Upon receipt of a Notice of Borrowing, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's share (if any) of such Borrowing and such Notice of Borrowing shall not thereafter be revocable by the Borrower. (b) Not later than 1:00 P.M. 12:00 Noon (New York City time) on the date of each Borrowing, each Bank participating therein shall (except as provided in subsection (c) of this Section) make available its share of such Borrowing, in Federal or other funds immediately available in New York City, to the Agent at its address referred to in Section 10.019.01. Unless the Agent determines that any applicable condition specified in Article 3 III has not been satisfied, as determined by the Agent in accordance with Article 3, the Agent will make the funds so received from the Banks immediately available to the Borrower at the Agent's aforesaid address. (c) If any Bank makes a new Loan hereunder to the Borrower on a day on which the Borrower is to repay all or any part of an outstanding Loan from such Bank, such Bank shall apply the proceeds of its new Loan to make such repayment and only an amount equal to the difference (if any) between the amount being borrowed by the Borrower and the amount being repaid shall be made available by such Bank to the Agent as provided in subsection (b) of this Section), or remitted by the Borrower to the Agent as provided in Section 2.12, as the case may be. (d) Unless the Agent shall have received notice from a Bank prior to the date of any Borrowing (or, in the case of a Base Rate Borrowing, prior to Noon (New York City time) on the date of such Borrowing) that such Bank will not make available to the Agent such Bank's share of such Borrowing, the Agent may assume that such Bank has made such share available to the Agent on the date of such Borrowing in accordance with subsections (b) and (c) of this Section 2.04 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such share available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of the Borrower, a rate per annum equal to the higher of the Federal Funds Rate and the interest rate applicable thereto pursuant to Section 2.07 and (ii) in the case of such Bank, the Federal Funds Rate. If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank's Loan included in such Borrowing for purposes of this Agreement. If the Borrower shall have repaid such corresponding amount of such Bank, such Bank shall reimburse the Borrower for any loss on account thereof incurred by the Borrower.

Notice to Banks; Funding of Loans. (a) Upon receipt of a Notice of Borrowing, the Administrative Agent shall promptly notify each Bank of the contents thereof and of such Bank's ’s share (if any) of such Borrowing and such Notice of Borrowing shall not thereafter be revocable by the BorrowerCompany. (b) Not later than 1:00 P.M. 12:00 Noon (New York City time) on the date of each Borrowing, each Bank participating therein shall (except as provided in subsection (c) of this Section) make available its share of such Borrowing, in Federal or other funds immediately available in New York City, to the Administrative Agent at its address referred to in Section 10.019.01. Unless the Administrative Agent determines that any applicable condition specified in Article 3 has not been satisfied, as determined by the Agent in accordance with Article 3, the Administrative Agent will make the funds so received from the Banks immediately available to the Borrower Company at the Administrative Agent's ’s aforesaid address. (c) If any Bank makes a new Loan hereunder to the Borrower on a day on which the Borrower Company is to repay all or any part of an outstanding Loan from such Bank, such Bank shall apply the proceeds of its new Loan to make such repayment and only an amount equal to the difference (if any) between the amount being borrowed by the Borrower and the amount being repaid shall be made available by such Bank to the Administrative Agent as provided in subsection (b) of this Section), or remitted by the Borrower Company to the Administrative Agent as provided in Section 2.12, as the case may be. (d) Unless the Administrative Agent shall have received notice from a Bank prior to the date of any Borrowing (or, in the case of a Base Rate Borrowing, prior to 12:00 Noon (New York City time) on the date of such Borrowing) that such Bank will not make available to the Administrative Agent such Bank's ’s share of such Borrowing, the Administrative Agent may assume that such Bank has made such share available to the Administrative Agent on the date of such Borrowing in accordance with subsections (b) and (c) of this Section 2.04 2.03 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower Company on such date a corresponding amount. If and to the extent that such Bank shall not have so made such share available to the Administrative Agent, such Bank and the Borrower Company severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower Company until the date such amount is repaid to the Administrative Agent, at (i) in the case of the BorrowerCompany, a rate per annum equal to the higher of the Federal Funds Rate and the interest rate applicable thereto pursuant to Section 2.07 2.06 and (ii) in the case of such Bank, the Federal Funds Rate. If such Bank shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Bank's ’s Loan included in such Borrowing for purposes of this Agreement. If the Borrower shall have repaid such corresponding amount of such Bank, such Bank shall reimburse the Borrower for any loss on account thereof incurred by the Borrower.

Notice to Banks; Funding of Loans. (a) Upon receipt of a Notice of Borrowing, the Administrative Agent shall promptly notify each Bank of the contents thereof and of such Bank's ’s share (if any) of such Borrowing and such Notice of Borrowing shall not thereafter be revocable by the BorrowerBorrowing. (bi) Not later than 1:00 P.M. 12:00 Noon (New York City time) on the date of each BorrowingBorrowing denominated in dollars and (ii) not later 12:00 Noon, local time in the city of the Administrative Agent’s Applicable Lending Office on the date of each Term Benchmark Borrowing denominated in euros, each Bank participating therein shall (except as provided in subsection (c) of this SectionSection 2.03) make available its share of such Borrowing, in Federal federal or other funds immediately available in New York City, to the Administrative Agent at its address referred to in Section 10.01the applicable Agent’s Account. Unless the Administrative Agent determines that any applicable condition specified in Article 3 has not been satisfied, as determined by the Agent in accordance with Article 3, the Administrative Agent will make the funds so received from the Banks immediately available to the relevant Borrower at the Administrative Agent's ’s aforesaid addressaddress in immediately available funds. (c) If any Bank makes a new Loan denominated in dollars or euros to a Borrower hereunder to the Borrower on a day on which the such Borrower is to repay all or any part of an outstanding Loan from such BankBank denominated in the same currency of such new Loan, such Bank shall apply the proceeds of its new Loan to make such repayment and only an amount equal to the difference (if any) between the amount being borrowed by the such Borrower and the amount being repaid by it shall be made available by such Bank to the Administrative Agent as provided in subsection (b) of this Section), or remitted by the such Borrower to the Administrative Agent as provided in Section 2.12, as the case may be. (d) Unless the Administrative Agent shall have received notice from a Bank prior to the date time of any Borrowing (or, in the case of a Base Rate Borrowing, prior to Noon (New York City time) on the date of such Borrowing) that such Bank will not make available to the Administrative Agent such Bank's ’s share of such Borrowing, the Administrative Agent may assume that such Bank has made such share available to the Administrative Agent on the date of such Borrowing in accordance with subsections subsection (b) and (c) of this Section 2.04 2.03 and the Administrative Agent may, in reliance upon such assumption, make available to the relevant Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such share available to the Administrative Agent, such Bank and the relevant Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the such Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of the such Borrower, a rate per annum equal to the higher of the Federal Funds Rate and the interest rate applicable thereto pursuant to Section 2.07 2.06 and (ii) in the case of such Bank, (A) the Federal Funds RateRate in the case of Loans denominated in dollars or (B) the cost of funds incurred by the Administrative Agent in respect of such amount in the case of Loans denominated in euros. If such Bank shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Bank's ’s Loan included in such Borrowing for purposes of this Agreement. If Any payment by the Borrower shall have repaid such corresponding amount of such Bank, such Bank shall reimburse be without prejudice to any claim the Borrower for any loss on account thereof incurred by may have against a Lender that shall have failed to make such payment to the BorrowerAdministrative Agent.

Notice to Banks; Funding of Loans. (a) Upon receipt of a Notice of Borrowing, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's share (if any) of such Borrowing and such Notice of Borrowing shall not thereafter be revocable by the Borrower. (b) Not later than 1:00 P.M. 12:00 Noon (New York City time) on the date of each Borrowing, each Bank participating therein shall (except as provided in subsection (c) of this Section) make available its share of such Borrowing, in Federal or other funds immediately available in New York City, to the Agent at its address referred to in Section 10.0111.01. Unless the Agent determines that any applicable condition specified in Article 3 III has not been satisfied, as determined by the Agent in accordance with Article 3, the Agent will make the funds so received from the Banks immediately available to the Borrower at the Agent's aforesaid address. (c) If any Bank makes a new Loan hereunder to the a Borrower on a day on which the such Borrower is to repay all or any part of an outstanding Loan from such Bank, such Bank shall apply the proceeds of its new Loan to make such repayment and only an amount equal to the difference (if any) between the amount being borrowed by the such Borrower and the amount being repaid shall be made available by such Bank to the Agent as provided in subsection (b) of this Section), or remitted by the such Borrower to the Agent as provided in Section 2.12, as the case may be. (d) Unless the Agent shall have received notice from a Bank prior to the date of any Borrowing (or, in the case of a Base Rate Borrowing, prior to Noon (New York City time) on the date of such Borrowing) that such Bank will not make available to the Agent such Bank's share of such Borrowing, the Agent may assume that such Bank has made such share available to the Agent on the date of such Borrowing in accordance with subsections (b) and (c) of this Section 2.04 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such share available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of the Borrower, a rate per annum equal to the higher of the Federal Funds Rate and the interest rate applicable thereto pursuant to Section 2.07 and (ii) in the case of such Bank, the Federal Funds Rate. If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank's Loan included in such Borrowing for purposes of this Agreement. If the Borrower shall have repaid such corresponding amount of such Bank, such Bank shall reimburse the Borrower for any loss on account thereof incurred by the Borrower.

Notice to Banks; Funding of Loans. (a) Upon receipt of a Notice of Borrowing, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's share (if any) of such Borrowing and such Notice of Borrowing shall not thereafter be revocable by the Borrower. (b) Not later than 1:00 P.M. 12:00 Noon (New York City time) on the date of each Borrowing, each Bank participating therein shall (except as provided in subsection (c) of this Section) make available its share of such Borrowing, in Federal or other funds immediately available in New York City, to the Agent at its address referred to in Section 10.0110.1. Unless the Agent determines that any applicable condition specified in Article 3 4 has not been satisfied, as determined by the Agent in accordance with Article 3, the Agent will make the funds so received from the Banks immediately available to the Borrower at the Agent's aforesaid address. (c) If any Bank makes a new Loan hereunder to the Borrower on a day on which the Borrower is to repay all or any part of an outstanding Loan from such Bank, such Bank shall apply the proceeds of its new Loan to make such repayment and only an amount equal to the difference (if any) between the amount being borrowed by the Borrower and the amount being repaid shall be made available by such Bank to the Agent as provided in subsection (b) of this Section, or remitted by the Borrower to the Agent as provided in Section 2.12, as the case may be. (d) Unless the Agent shall have received notice from a Bank prior to the date of any Borrowing (or, in the case of a Base Rate Borrowing, prior to Noon (New York City time) on the date of such Borrowing) that such Bank will not make available to the Agent such Bank's share of such Borrowing, the Agent may assume that such Bank has made such share available to the Agent on the date of such Borrowing in accordance with subsections subsection (b) and (c) of this Section 2.04 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such share available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of the Borrower, a rate per annum equal to the higher of the Federal Funds Rate and the interest rate applicable thereto pursuant to Section 2.07 2.7 and (ii) in the case of such Bank, the Federal Funds Rate. If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank's Loan included in such Borrowing for purposes of this Agreement. If the Borrower shall have repaid such corresponding amount of such Bank, such Bank shall reimburse the Borrower for any loss on account thereof incurred by the Borrower.

Notice to Banks; Funding of Loans. (a) Upon receipt of a Notice of Borrowing, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's share (if any) of such Borrowing and such Notice of Borrowing shall not thereafter be revocable by the Borrower. (b) Not later than 1:00 2:00 P.M. (New York City time) on the date of each Borrowing, each Bank participating therein shall (except as provided in subsection (c) of this Section) make available its share of such Borrowing, in Federal or other funds immediately available in New York City, to the Agent at its address referred to in Section 10.019.01. Unless the Agent determines that any applicable condition specified in Article 3 has not been satisfied, as determined by the Agent in accordance with Article 3, the Agent will make the funds so received from the Banks immediately available to the Borrower at the Agent's aforesaid address. (c) If any Bank makes a new Loan hereunder to the Borrower on a day on which the Borrower is to repay all or any part of an outstanding Loan from such Bank, such Bank shall apply the proceeds of its new Loan to make such repayment and only an amount equal to the difference (if any) between the amount being borrowed by the Borrower and the amount being repaid shall be made available by such Bank to the Agent as provided in subsection (b) of this Section, or remitted by the Borrower to the Agent as provided in Section 2.12, as the case may be. (d) Unless the Agent shall have received notice from a Bank prior to the date of any Borrowing (or, in the case of a Base Rate Borrowing, prior to Noon 1:00 P.M. (New York City time) on the date of such Borrowing) of, any Borrowing that such Bank will not make available to the Agent such Bank's share share, if any, of such Borrowing, the Agent may assume that such Bank has made such share available to the Agent on the date of such Borrowing in accordance with subsections subsection (b) and (c) of this Section 2.04 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such share available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount (which, to the extent repaid by the Borrower, shall not constitute a Loan) together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of the Borrower, a rate per annum equal to the higher of the Federal Funds Rate and the interest rate applicable thereto pursuant to Section 2.07 and (ii) in the case of such Bank, the Federal Funds Rate. If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank's Loan included in such Borrowing for purposes of this Agreement. If the Borrower shall have repaid such corresponding amount of such Bank, such Bank shall reimburse the Borrower for any loss on account thereof incurred by the Borrower.

Notice to Banks; Funding of Loans. (a) Upon receipt of a Notice of BorrowingBorrowing or an oral request for a borrowing in accordance with Section 2.02 hereof from any Borrower, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's ’s ratable share (if anybased on Commitment Percentages) of such Borrowing and such borrowing. Such Notice of Borrowing or oral request shall not thereafter be revocable by such Borrower and shall obligate such Borrower to accept the BorrowerLoans requested by it from the Banks on the date of such borrowing. (b) Not later than 1:00 P.M. 4:00 p.m. (New York City Eastern time) on the date Borrowing Date of each Borrowingborrowing by a Borrower, each Bank participating therein shall (except as provided in subsection (c) of this Section) shall, subject to Section 1.05 hereof, make available its share of such Borrowingborrowing, in Federal or other funds immediately available in New York CityBoston, to the Agent at its address referred to in Section 10.019.01 hereof. Unless the Agent determines that any applicable condition specified in Article 3 ARTICLE III hereof has not been satisfied, as determined by the Agent in accordance with Article 3satisfied or waived, the Agent will make its share (in its capacity as a Bank) of such borrowing and the funds so received from the other Banks immediately available to the such Borrower at the Agent's ’s aforesaid address, on the date of the borrowing. The failure or refusal of any Bank to make available to the Agent as provided herein its share of any borrowing shall not relieve any other Bank from its several obligations hereunder. (c) If any Bank makes a new Loan hereunder to the a Borrower on a day on which the such Borrower is to repay all or any part the principal amount of an outstanding Loan from to such Bank, such the Bank shall apply the proceeds of its new Loan to make such repayment and only an amount equal to the difference (if any) between the amount being borrowed by the Borrower and the amount being repaid shall be made available by such Bank to the Agent as provided in subsection clause (ba) of this Section, or remitted by the such Borrower to the Agent for the account of such Bank as provided in Section 2.122.09 hereof, as the case may be. (d) Unless the Agent shall have received notice from a Bank prior to the any date of any Borrowing (or, in the case of a Base Rate Borrowing, prior to Noon (New York City time) on the date of such Borrowing) borrowing that such Bank will not make available to the Agent such Bank's ’s share of such Borrowingborrowing, the Agent may assume that such Bank has made such share available to the Agent on the such date of such Borrowing in accordance with subsections (bSection 2.03(b) and (c) of this Section 2.04 hereof and the Agent maymay (but it shall not be required to), in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such share available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on Agent, within three days after demand by the Agent, such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of the Borrower, a rate per annum equal to the higher of the Federal Funds Rate and the interest rate applicable thereto pursuant to Section 2.07 2.06 hereof and (ii) in the case of such Bank, the Federal Funds Rate. If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank's ’s Loan included in such Borrowing borrowing for purposes of this Agreement. If the Borrower The provisions of this Section 2.03(d) hereof shall have repaid such corresponding amount of such Bank, not relieve any such Bank shall reimburse the Borrower for from any loss on account thereof incurred by liability to the Borrower.