Common use of Term Loans and Revolving Loans Clause in Contracts

Term Loans and Revolving Loans. By delivering a Borrowing Request to the Administrative Agent on or before 12:00 noon, New York time, on a Business Day, the Borrower may from time to time irrevocably request, on not less than one (in the case of Base Rate Loans) and three (in the case of LIBO Rate Loans) nor more than (in each case) five Business Days’ notice, that a Borrowing be made, in the case of LIBO Rate Loans, in a minimum amount of $2,000,000, and an integral multiple of $500,000, and in the case of Base Rate Loans, in a minimum amount of $500,000 and an integral multiple thereof or, in either case, in the unused amount of the applicable Commitment; provided that a Borrowing Request in respect of Term E Loans, Term F Loans or Revolving A-2 Loans to be made as Base Rate Loans on the 2012 Self Tender Funding Date or the 2012 Affiliate Purchase Funding Date may be delivered to the Administrative Agent on or before 10:00 a.m., New York time, on the proposed date of such Borrowing. On the terms and subject to the conditions of this Agreement, each Borrowing shall be comprised of the type of Loans, and shall be made on the Business Day, specified in such Borrowing Request. On or before 11:00 a.m., New York time (or 12:00 noon, New York time, in the case of Term E Loans, Term F Loans or Revolving A-2 Loans the Borrowing Request for which was delivered pursuant to the proviso to the first sentence of this paragraph), on such Business Day each Lender shall deposit with the Administrative Agent same day funds in an amount equal to such Lender’s Percentage of the requested Borrowing. Such deposit will be made to an account which the Administrative Agent shall specify from time to time by notice to the Lenders. To the extent funds are received from the Lenders, the Administrative Agent shall make such funds available to the Borrower by wire transfer to the accounts the Borrower shall have specified in its Borrowing Request. No Lender’s obligation to make any Loan shall be affected by any other Lender’s failure to make any Loan.

Term Loans and Revolving Loans. By delivering a Borrowing Request to the Administrative Agent on or before 12:00 noon, New York time, on a Business Day, the Borrower may from time to time irrevocably request, on not less than one Business Day's notice (in the case of Base Rate Loans) and or three Business Days' notice (in the case of LIBO Rate Loans) nor more than (in each case) five Business Days’ notice' notice (in the case of any Loans), that a Borrowing be made, in the case of LIBO Rate Loans, in a minimum amount of $2,000,000, 1,000,000 and an integral multiple of $500,000, and in the case of Base Rate Loans, in a minimum amount of $500,000 and an integral multiple thereof thereof, or, in either case, in the unused amount of the applicable Commitment; provided that a . No Borrowing Request shall be required, and the minimum aggregate amounts specified under this Section 2.3.1 shall not apply, in the case of Revolving Loans made under clause (b) of Section 2.3.2 to refund Refunded Swing Line Loans or deemed made under Section 2.6.2 in respect of Term E Loans, Term F Loans or Revolving A-2 Loans to be made as Base Rate Loans on the 2012 Self Tender Funding Date or the 2012 Affiliate Purchase Funding Date may be delivered to the Administrative Agent on or before 10:00 a.m., New York time, on the proposed date of such Borrowingunreimbursed Disbursements. On the terms and subject to the conditions of this Agreement, each Borrowing shall be comprised of the type of Loans, and shall be made on the Business Day, specified in such Borrowing Request. On or before 11:00 a.m., New York time (or 12:00 noon, New York time, in the case of Term E Loans, Term F Loans or Revolving A-2 Loans the Borrowing Request for which was delivered pursuant to the proviso to the first sentence of this paragraph), on such Business Day each Lender shall deposit with the Administrative Agent same day funds in an amount equal to such Lender’s 's Percentage of the requested Borrowing. Such deposit will be made to an account which the Administrative Agent shall specify from time to time by notice to the Lenders. To the extent funds are received from the Lenders, the Administrative Agent shall make such funds available to the Borrower by wire transfer to the accounts the Borrower shall have specified in its Borrowing Request. No Lender’s 's obligation to make any Loan shall be affected by any other Lender’s 's failure to make any Loan.

Term Loans and Revolving Loans. By delivering a Borrowing Request to the Administrative Agent on or before 12:00 p.m. (noon), New York Los Angeles time, on a Business Day, the Borrower may from time to time irrevocably request, on not less than one Business Day's notice (in the case of Base Rate Loans) and or three Business Days' notice (in the case of LIBO Rate Loans) nor more than (in each case) five Business Days’ notice' notice (in the case of any Loans), that a Borrowing be made, made in the case of LIBO Rate Loans, in a minimum an aggregate amount of $2,000,000, and an 500,000 or any larger integral multiple of $500,000100,000, and in the case of Base Rate Loans, in a minimum amount of $500,000 and an integral multiple thereof or, in either case, or in the unused amount of the applicable Commitment; provided that a . No Borrowing Request shall be required, and the minimum aggregate amounts specified under this Section 2.3.1 shall not apply, in the case of Revolving Loans made under clause (b) of Section 2.3.2 to refund Refunded Swing Line Loans or Revolving Loans deemed made under Section 2.6.2 in respect of Term E Loans, Term F Loans or Revolving A-2 Loans to be made as Base Rate Loans on the 2012 Self Tender Funding Date or the 2012 Affiliate Purchase Funding Date may be delivered to the Administrative Agent on or before 10:00 a.m., New York time, on the proposed date of such Borrowingunreimbursed Disbursements. On the terms and subject to the conditions of this Agreement, each Borrowing shall be comprised of the type of Loans, and shall be made on the Business Day, specified in such Borrowing Request. On or before 11:00 a.m.1:00 p.m., New York time (or 12:00 noon, New York Los Angeles time, in the case of Term E Loans, Term F Loans or Revolving A-2 Loans the Borrowing Request for which was delivered pursuant to the proviso to the first sentence of this paragraph), on such Business Day each Lender shall deposit with the Administrative Agent same day funds in an amount equal to such Lender’s 's Percentage of the requested Borrowing. Such deposit will be made to an account which the Administrative Agent shall specify from time to time by notice to the Lenders. To the extent funds are received from the Lenders, the Administrative Agent shall make such funds available to the Borrower by wire transfer to the accounts the Borrower shall have specified in its Borrowing Request. No Lender’s 's obligation to make any Loan shall be affected by any other Lender’s 's failure to make any Loan.

Term Loans and Revolving Loans. By delivering a Borrowing Request to the Administrative Agent on or before 12:00 noon, New York City time, on a Business Day, the Borrower may from time to time irrevocably request, on not less than one Business Day's notice (in the case of Base Rate Loans) and or three Business Days' notice (in the case of LIBO Rate Loans) nor more than (in each case) five Business Days’ notice' notice (in the case of any Loans), that a Borrowing be made, in the case of LIBO Rate Loans, in a minimum an aggregate amount of $2,000,000, and an 1,000,000 or any larger integral multiple of $500,000, and in the case of Base Rate Loans, in a minimum an aggregate amount of $500,000 and an or any larger integral multiple thereof of $100,000, or, in either case, in the unused amount of the applicable Commitment; provided that a . No Borrowing Request shall be required, and the minimum aggregate amounts specified under this Section 2.3.1 shall not apply, in the case of Revolving Loans made under clause (b) of Section 2.3.2 to refund Refunded Swing Line Loans or deemed made under Section 2.6.2 in respect of Term E Loans, Term F Loans or Revolving A-2 Loans to be made as Base Rate Loans on the 2012 Self Tender Funding Date or the 2012 Affiliate Purchase Funding Date may be delivered to the Administrative Agent on or before 10:00 a.m., New York time, on the proposed date of such Borrowingunreimbursed Disbursements. On the terms and subject to the conditions of this Agreement, each Borrowing shall be comprised of the type of Loans, and shall be made on the Business Day, specified in such Borrowing Request. On or before 11:00 a.m., New York time (or 12:00 noon, New York City time, in the case of Term E Loans, Term F Loans or Revolving A-2 Loans the Borrowing Request for which was delivered pursuant to the proviso to the first sentence of this paragraph), on such Business Day each Lender shall deposit with the Administrative Agent same day funds in an amount equal to such Lender’s 's Percentage of the requested Borrowing. Such deposit will be made to an account which the Administrative Agent shall specify from time to time by notice to the Lenders. To the extent funds are received from the Lenders, the Administrative Agent shall make such funds available to the Borrower by wire transfer to the accounts the Borrower shall have specified in its Borrowing Request. No Lender’s 's obligation to make any Loan shall be affected by any other Lender’s 's failure to make any Loan.

Term Loans and Revolving Loans. By delivering a Borrowing Request to the Administrative Agent on or before 12:00 noon, New York time, noon on a Business Day, the Borrower may from time to time irrevocably request, on not less than one (Business Day's notice in the case of Base Rate Loans) and , or three (Business Days' notice in the case of LIBO Rate Loans) nor , and in either case not more than (in each case) five ten Business Days’ ' notice, that a Borrowing be made, in the case of either LIBO Rate Loans or Base Rate Loans, (a)(i) in a minimum amount of (x) in the case of US Term Loans, $2,000,0001,000,000 and (y) in the case of Sterling Term Loans, (pound)1,000,000 and (ii) in an integral multiple of $500,000, and (x) in the case of Base Rate US Term Loans, in a minimum amount of $500,000 and an integral multiple thereof or(y) in the case of Sterling Term Loans, in either case(pound)500,000, or (b) in the unused amount of the applicable Commitment; provided that a Borrowing Request in respect of Term E Loans, Term F Loans or Revolving A-2 Loans to . Each such irrevocable request shall be made as Base Rate Loans on the 2012 Self Tender Funding Date by telephone confirmed promptly by hand delivery or the 2012 Affiliate Purchase Funding Date may be delivered facsimile to the Administrative Agent on or before 10:00 a.m., New York time, on of the proposed date of such Borrowingapplicable Borrowing Request. On the terms and subject to the conditions of this Agreement, each Borrowing shall be comprised of the type of Loans, and shall be made on the Business Day, specified in such Borrowing Request. On or before 11:00 a.m., New York time (or 12:00 noon, New York time, in the case of Term E Loans, Term F Loans or Revolving A-2 Loans the Borrowing Request for which was delivered pursuant to the proviso to the first sentence of this paragraph), 1:00 p.m. on such Business Day each Lender that has a Commitment to make the Loans being requested shall deposit with the Administrative Agent same day funds in an amount equal to such Lender’s 's Percentage of the requested Borrowing. Such deposit will be made to an account which the Administrative Agent shall specify from time to time by notice to the Lenders. To Unless the extent funds are Administrative Agent shall have received notice from the Lendersa Lender prior to such time that such Lender will not make such deposit, the Administrative Agent shall may assume that such Lender has made such deposit on such Business Day and may, in reliance upon such assumption, make such funds available to the Borrower by wire transfer a corresponding amount. In such event, if a Lender has not in fact made such deposit, then the applicable Lender and the Borrower each agrees to pay to the accounts Administrative Agent forthwith on demand (without duplication) such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of such Lender, the greater of (A) (1) the Federal Funds Effective Rate, and (2) the rate reasonably determined by the Administrative Agent to be the cost to it of funding such amount, and (B) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation or (ii) in the case of the Borrower, the Adjusted Base Rate. If such Lender pays such amount to the Administrative Agent, then such amount shall have specified constitute such Lender's Loan included in its Borrowing Requestsuch Borrowing. If the Borrower pays such amount to the Administrative Agent, then such amount shall constitute a reduction of such Borrowing. No Lender’s 's obligation to make any Loan shall be affected by any other Lender’s 's failure to make any Loan.

Term Loans and Revolving Loans. By delivering a Borrowing Request to the Administrative Agent on or before 12:00 noonp.m., New York City time, on a Business Day, the Borrower may from time to time irrevocably request, on not less than one Business Day’s notice (in the case of Base Rate Loans) and or three Business Days’ notice (in the case of LIBO Rate Loans) nor more than (in each case) five Business Days’ notice, that a Borrowing be made, made in the case of LIBO Rate Loans, in a minimum an aggregate amount of $2,000,000, and an 500,000 or any larger integral multiple of $500,000100,000, and in the case of Base Rate Loans, in a minimum amount of $500,000 and an integral multiple thereof or, in either case, or in the unused amount of the applicable Commitment; provided that a . No Borrowing Request shall be required, and the minimum aggregate amounts specified under this Section 2.3.1 shall not apply, in the case of Revolving Loans made under clause (b) of Section 2.3.2 to refund Refunded Swing Line Loans or Revolving Loans deemed made under Section 2.6.2 in respect of Term E Loans, Term F Loans or Revolving A-2 Loans to be made as Base Rate Loans on the 2012 Self Tender Funding Date or the 2012 Affiliate Purchase Funding Date may be delivered to the Administrative Agent on or before 10:00 a.m., New York time, on the proposed date of such Borrowingunreimbursed Disbursements. On the terms and subject to the conditions of this Agreement, each Borrowing shall be comprised of the type of Loans, and shall be made on the Business Day, specified in such Borrowing Request. On or before 11:00 a.m., a.m. New York time (or 12:00 noon, New York City time, in the case of Term E Loans, Term F Loans or Revolving A-2 Loans the Borrowing Request for which was delivered pursuant to the proviso to the first sentence of this paragraph), on such Business Day each Lender shall deposit with the Administrative Agent same day funds in an amount equal to such Lender’s Percentage of the requested Borrowing. Such deposit will be made to an account which the Administrative Agent shall specify from time to time by notice to the Lenders. To Unless the extent funds are Administrative Agent shall have received written notice to the contrary prior to the Business Day specified in the Borrowing Request, the Administrative Agent may assume that each Lender will fund its respective Lender’s Percentage of Revolving Loans or Term Loans and may, in reliance upon such assumption, distribute to the Borrower the amount of each such Lender’s Revolving Loans or Term Loans. In such event, if any Lender does not in fact fund its Percentage of any such Revolving Loans or Term Loan Commitment, then the Borrower agrees to repay to the Administrative Agent forthwith on demand the amount so distributed by the Administrative Agent to the Borrower, with interest thereon as computed in accordance with this Agreement, for each day from and including the Lendersdate such amount is distributed to the Borrower to the date of payment to the Administrative Agent. Upon satisfaction or waiver of the conditions precedent specified in Section 5.2, the Administrative Agent shall make such funds available to the Borrower by wire transfer to the accounts the Borrower shall have specified in its Borrowing Request. No Lender’s obligation to make any Loan shall be affected by any other Lender’s failure to make any Loan. Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender, with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Base Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

Term Loans and Revolving Loans. By delivering a Borrowing Request to the Administrative Agent on or before 12:00 noon2:00 p.m., New York time, on a Business Day, the Borrower may from time to time irrevocably request, on not less no later than one the requested date of any borrowing (in the case of Base Rate Loans) and or upon three Business Days' notice (in the case of LIBO Rate Loans) nor but upon no more than (in each case) five Business Days’ notice' notice (in the case of any Loans), that a Borrowing be made, made in the case of LIBO Rate Loans, in a minimum an aggregate amount of $2,000,000, and an 1,000,000 or any larger integral multiple of $500,000, and in the case of Base Rate Loans, in a minimum amount of $500,000 and an integral multiple thereof or, in either case, or in the unused amount of the applicable Commitment; provided that a . No Borrowing Request shall be required, and the minimum aggregate amounts specified under this Section 2.3.1 shall not apply, in the case of Revolving Loans deemed made under Section 2.6.2 in respect of Term E Loans, Term F Loans or Revolving A-2 Loans to be made as Base Rate Loans on the 2012 Self Tender Funding Date or the 2012 Affiliate Purchase Funding Date may be delivered to the Administrative Agent on or before 10:00 a.m., New York time, on the proposed date of such Borrowingunreimbursed Disbursements. On the terms and subject to the conditions of this Agreement, each Borrowing shall be comprised of the type of Loans, and shall be made on the Business Day, specified in such Borrowing Request. On or before 11:00 a.m., New York time (or 12:00 noon2:00 p.m., New York time, in the case of Term E Loans, Term F Loans or Revolving A-2 Loans the Borrowing Request for which was delivered pursuant to the proviso to the first sentence of this paragraph), on such Business Day each Lender with a Commitment of greater than zero with respect to the applicable Tranche shall deposit with the Administrative Agent same day funds in an amount equal to such Lender’s 's Percentage of the requested Borrowing. Such deposit will be made to an account which the Administrative Agent shall specify from time to time by notice to the Lenders. To the extent funds are received from the Lenders, the Administrative Agent shall make such funds available to the Borrower by wire transfer to the accounts the Borrower shall have specified in its Borrowing Request. No Lender’s 's obligation to make any Loan shall be affected by any other Lender’s 's failure to make any Loan. In respect of the Initial Term Loans made on the Effective Date, the Borrower shall choose LIBOR Rate Loans with an Interest Period ending on December 30, 2005, and shall be deemed to continue the Existing Term Loans which are deemed to become Initial Term Loans pursuant to Section 2.1.1 as LIBOR Rate Loans with an Interest Period ending on December 30, 2005.

Term Loans and Revolving Loans. By delivering a Borrowing Request to the Administrative Agent on or before 12:00 noon10:00 a.m., New York Chicago time, on a Business Day, the Borrower may from time to time irrevocably request, on not less than one Business Day's notice (in the case of Base Rate Loans) and or three Business Days' notice (in the case of LIBO Rate Eurodollar Loans) nor more than (in each case) five Business Days’ notice' notice (in the case of any Loans), that a Borrowing be made, made in the case of LIBO Rate Loans, in a minimum an aggregate amount of $2,000,000, and an 500,000 or any larger integral multiple of $500,000, and in the case of Base Rate Loans, in a minimum amount of $500,000 and an integral multiple thereof or, in either case, 100,000 or in the unused amount of the applicable Commitment; provided that a . No Borrowing Request shall be required, and the minimum aggregate amounts specified under this Section 2.3.1 shall not apply, in the case of Revolving Loans made under clause (b) of Section 2.3.2 to refund Refunded Swing Line Loans or deemed made under Section 2.6.2 in respect of Term E Loans, Term F Loans or Revolving A-2 Loans to be made as Base Rate Loans on the 2012 Self Tender Funding Date or the 2012 Affiliate Purchase Funding Date may be delivered to the Administrative Agent on or before 10:00 a.m., New York time, on the proposed date of such Borrowingunreimbursed Disbursements. On the terms and subject to the conditions of this Agreement, each Borrowing shall be comprised of the type of Loans, and shall be made on the Business Day, specified in such Borrowing Request. On or before 11:00 a.m., New York time (or 12:00 noon, New York Chicago time, in the case of Term E Loans, Term F Loans or Revolving A-2 Loans the Borrowing Request for which was delivered pursuant to the proviso to the first sentence of this paragraph), on such Business Day each Lender shall deposit with the Administrative Agent same day funds in an amount equal to such Lender’s 's Percentage of the requested Borrowing. Such deposit will be made to an account which the Administrative Agent shall specify from time to time by notice to the Lenders. To the extent funds are received from the Lenders, the Administrative Agent shall promptly and in any event prior to 1:00 p.m., Chicago time, make such funds available to the Borrower by wire transfer to the accounts the Borrower shall have specified in its Borrowing Request. No Lender’s 's obligation to make any Loan shall be affected by any other Lender’s 's failure to make any Loan.

Term Loans and Revolving Loans. By delivering a Borrowing Request to the Administrative Agent on or before 12:00 noon, New York time, on a Business Day, the Borrower Company may from time to time irrevocably request, on not less than one Business Day's notice (in the case of Base Rate Loans) and or three Business Days' notice (in the case of LIBO Rate LIBOR Loans) nor more than (in each case) five Business Days’ ' notice, that a Borrowing be made, made in the case of LIBO Rate Loans, in a minimum an aggregate amount of $2,000,000, and an 1,000,000 or any larger integral multiple of $500,000, and in the case of Base Rate Loans, in a minimum amount of $500,000 and an integral multiple thereof or, in either case, or in the unused amount of the applicable Commitment; provided that a . No Borrowing Request shall be required, and the minimum aggregate amounts specified under this SECTION 2.3.1 shall not apply, in the case of Revolving Loans made under CLAUSE (b) of SECTION 2.3.2 to refund Refunded Swing Line Loans or Revolving Loans deemed made under SECTION 2.6.2 in respect of Term E Loans, Term F Loans or Revolving A-2 Loans to be made as Base Rate Loans on the 2012 Self Tender Funding Date or the 2012 Affiliate Purchase Funding Date may be delivered to the Administrative Agent on or before 10:00 a.m., New York time, on the proposed date of such Borrowingunreimbursed Disbursements. On the terms and subject to the conditions of this Agreement, each Borrowing shall be comprised of the type of Loans, and of the Tranche, and shall be made on the Business Day, specified in such Borrowing Request. On or before 11:00 a.m., New York time (or 12:00 noon, New York time, in the case of Term E Loans, Term F Loans or Revolving A-2 Loans the Borrowing Request for which was delivered pursuant to the proviso to the first sentence of this paragraph), on such Business Day each Lender shall deposit with the Administrative Agent same day funds in an amount equal to such Lender’s 's Percentage of the requested Borrowing. Such deposit will be made to an account which the Administrative Agent shall specify from time to time by notice to the Lenders. To the extent funds are received from the Lenders, the Administrative Agent shall make such funds available to the Borrower Company by wire transfer to the accounts the Borrower Company shall have specified in its Borrowing Request. No Lender’s 's obligation to make any Loan shall be affected by any other Lender’s 's failure to make any Loan.

Term Loans and Revolving Loans. By delivering a Borrowing Request to the Administrative Agent on or before 12:00 noon, New York time, on a Business Day, the Borrower may from time to time irrevocably request, on not less than one Business Day's notice (in the case of Base Rate Loans) and or three Business Days' notice (in the case of LIBO Rate Loans) nor more than (in each case) five Business Days’ notice' notice (in the case of any Loans), that a Borrowing be made, in the case of LIBO Rate Loans, in a minimum amount of $2,000,000, 1,000,000 and an integral multiple of $500,000, and in the case of Base Rate Loans, in a minimum amount of $500,000 and an integral multiple thereof thereof, or, in either case, in the unused amount of the applicable Commitment; provided that a Borrowing Request in respect of Term E Loans, Term F Loans or Revolving A-2 Loans to be made as Base Rate Loans on the 2012 Self Tender Funding Date or the 2012 Affiliate Purchase Funding Date may be delivered to the Administrative Agent on or before 10:00 a.m., New York time, on the proposed date of such Borrowing. On the terms and subject to the conditions of this Agreement, each Borrowing shall be comprised of the type of Loans, and shall be made on the Business Day, specified in such Borrowing Request. On or before 11:00 a.m., New York time (or 12:00 noon, New York time, in the case of Term E Loans, Term F Loans or Revolving A-2 Loans the Borrowing Request for which was delivered pursuant to the proviso to the first sentence of this paragraph), on such Business Day each Lender shall deposit with the Administrative Agent same day funds in an amount equal to such Lender’s 's Percentage of the requested Borrowing. Such deposit will be made to an account which the Administrative Agent shall specify from time to time by notice to the Lenders. To the extent funds are received from the Lenders, the Administrative Agent shall make such funds available to the Borrower by wire transfer to the accounts the Borrower shall have specified in its Borrowing Request. No Lender’s 's obligation to make any Loan shall be affected by any other Lender’s 's failure to make any Loan.

Term Loans and Revolving Loans. By delivering a Borrowing Request to the Administrative Agent on or before 12:00 noonp.m., New York timetime (or, in the case of any Borrowing of Foreign Loans, such time as the applicable Foreign Borrower and the Administrative Agent shall agree), on a Business Day, the Borrower (or, in the case of a Borrowing of Foreign Loans, the applicable Foreign Borrower) may from time to time irrevocably request, on not less than one Business Day's notice (in the case of Base Rate Loans) and or three Business Days' notice (in the case of LIBO Rate Loans) nor more than (in each case) five Business Days’ notice' notice (in the case of any Loans) (or, in the case of any Borrowing of Foreign Loans, such notice as the applicable Foreign Borrower and the Administrative Agent shall agree), that a Borrowing be mademade in an aggregate amount of $500,000 or any larger integral multiple of $100,000 (or, in the case of LIBO Rate any Borrowing of Foreign Loans, in a minimum amount of $2,000,000such aggregate amounts as the applicable Foreign Borrower and the Administrative Agent shall agree), and an integral multiple of $500,000, and in the case of Base Rate Loans, in a minimum amount of $500,000 and an integral multiple thereof or, in either case, or in the unused amount of the applicable Commitment; provided that a . No Borrowing Request shall be required, and the minimum aggregate amounts specified under this Section 2.3.1 shall not apply, in the case of Revolving Loans made under clause (b) of Section 2.3.2 to refund Refunded Swing Line Loans or Revolving Loans deemed made under Section 2.6.2 in respect of Term E Loans, Term F Loans or Revolving A-2 Loans to be made as Base Rate Loans on the 2012 Self Tender Funding Date or the 2012 Affiliate Purchase Funding Date may be delivered to the Administrative Agent on or before 10:00 a.m., New York time, on the proposed date of such Borrowingunreimbursed Disbursements. On the terms and subject to the conditions of this Agreement, each Borrowing shall be comprised of the type of Loans, and shall be made on the Business Day, specified in such Borrowing Request. On or before 11:00 a.m.1:00 p.m., New York time (or 12:00 noon, New York timeor, in the case of Term E any Borrowing of Foreign Loans, Term F Loans or Revolving A-2 Loans such time as the Borrowing Request for which was delivered pursuant to applicable Foreign Borrower and the proviso to the first sentence of this paragraphAdministrative Agent shall agree), on such Business Day each Lender with a Commitment of greater than zero with respect to the applicable Tranche shall deposit with the Administrative Agent same day funds in an amount equal to such Lender’s 's Percentage of the requested Borrowing, except, in the case of Initial Term Loans, to the extent such Lender elects to convert Existing Term Loans into Initial Term Loans pursuant to clause (b) of Section 2.1.1. Such deposit will be made to an account which the Administrative Agent shall specify from time to time by notice to the Lenders. To the extent funds are received from the Lenders, the Administrative Agent shall make such funds available to the Borrower by wire transfer to the accounts the Borrower shall have specified in its Borrowing Request. No Lender’s 's obligation to make any Loan shall be affected by any other Lender’s 's failure to make any Loan.

Term Loans and Revolving Loans. By delivering a Borrowing Request Except as provided in SECTIONS 2.2(b), 2.3(b) AND 3.6(a), Borrowings shall be made on notice from the appropriate Funds Administrator to the Administrative appropriate Agent, given not later than 11:00 A.M. on the Business Day on which a proposed Borrowing consisting of Prime Rate Loans is requested to be made and on the third Business Day prior to the date of any proposed Borrowing consisting of LIBOR Rate Loans is requested to be made. (i) Each Notice of Borrowing shall be given by, alternatively, telephone, facsimile or electronic E-mail transmission, and, if by telephone or electronic E-mail transmission, confirmed in writing on the same Business Day to the extent requested by an Agent substantially in the form of Exhibit C (the "NOTICE OF BORROWING") which notice, if dealing with US Revolving Loans, shall state whether the requested Loans will be First Tier Revolving Loans or Second Tier Revolving Loans and shall calculate the basis for such Borrower's ability to borrow such sums under the Existing Senior Note Indenture and the New Senior Note Indenture. Each Notice of Borrowing shall be irrevocable by and binding on the appropriate Funds Administrator and Borrowers. (ii) The Funds Administrators shall notify the Agents in writing of the names of the officers of the Funds Administrators authorized to request Loans on behalf of the Borrowers and specifying which of those officers are also, or, if none are, the other officers that are, authorized to direct the disbursement of Loans in a manner contrary to standing disbursement instructions, and shall provide the Agents with a specimen signature of each such officer. In the absence of a specification of those officers who are authorized to vary standing disbursement instructions, the Agents may assume that each officer authorized to request Loans also has such authority. The Agents shall be entitled to rely conclusively on the authority of such officers of the Funds Administrators to request Loans on behalf of the Borrowers, or before 12:00 noonto vary standing disbursement instructions, New York timeuntil the Agents receive written notice to the contrary. Agents shall have no duty to verify the authenticity of the signature appearing on any Notice of Borrowing or other writing delivered pursuant to this SECTION 2.2(a) and, with respect to an oral or electronic E-mail request for Loans, the Agents shall have no duty to verify the identity of any individual representing himself as one of the officers of the Funds Administrators authorized to make such request on behalf of the Borrowers. Neither of the Agents nor any of the Lenders shall incur any liability to the Funds Administrators or any of the Borrowers as a result of (A) acting upon any telephonic or electronic E-mail notice referred to in this SECTION 2.2(a) if the appropriate Agent believes in good faith such notice to have been given by a duly authorized officer of the Funds Administrators or other individual authorized to request Loans on behalf of the Borrowers or to direct the disbursement thereof in a manner contrary to standing disbursement instructions, or (B) otherwise acting in good faith under this SECTION 2.2(a) and an advance made and disbursed pursuant to any such telephonic or electronic E-mail notice shall be deemed to be a Loan for all purposes of this Credit Agreement. (iii) In its Notice of Borrowing, a Funds Administrator may request one or more Borrowings on a Business Daysingle day. Each such Borrowing shall, unless otherwise specifically provided herein, consist entirely of Loans of the Borrower may from time to time irrevocably request, on not less than one (in the case of Base Rate Loans) same Type and three (in the case of LIBO Rate Loans) nor more than (in each case) five Business Days’ notice, that a Borrowing be madeshall, in the case of LIBO a Borrowing of LIBOR Rate Loans, be in a minimum an aggregate amount per Borrower, for all Lenders, of not less than $2,000,000, and 1,000,000 or an integral multiple of $500,000, 1,000,000 in excess thereof and in the case of Base Rate Loans, in a minimum amount of $500,000 and an integral multiple thereof or, in either case, in the unused amount of the applicable Commitment; provided that a Borrowing Request in respect of Term E Loans, Term F Loans or Revolving A-2 Loans to be made as Base Rate Loans on the 2012 Self Tender Funding Date or the 2012 Affiliate Purchase Funding Date may be delivered to the Administrative Agent on or before 10:00 a.m., New York time, on the proposed date of such Borrowing. On the terms and subject to the conditions of this Agreement, each Borrowing shall be comprised of the type of Loans, and shall be made on the Business Day, specified in such Borrowing Request. On or before 11:00 a.m., New York time (or 12:00 noon, New York timeshall, in the case of Term E Canadian Loans, Term F consist entirely of Loans or Revolving A-2 in the same currency. (iv) Notwithstanding anything to the contrary herein, the Canadian Funds Administrator may not choose LIBOR Rate Loans for Canadian Loans made in Canadian Dollars (and may not convert Loans made in Canadian Dollars to LIBOR Rate Loans). The right of a Funds Administrator to choose LIBOR Rate Loans is also subject to the provisions of SECTION 4.3(c). The Funds Administrators have informed the Agents that they have decided to open separate checking accounts in the name of each Borrower (each, a "DISBURSEMENT ACCOUNT" and collectively, the "DISBURSEMENT ACCOUNTS") with the applicable Disbursement Account Bank for the purpose of paying trade payables and other operating expenses and to fund other operating needs of the Borrowers. The Lenders hereby authorize the Agents, and so long as the conditions for Borrowing Request for which was delivered pursuant to specified in the proviso to Section 2.1(b) and in Article 5 are satisfied or so long as an Interim Advance Period exists, the appropriate Agent on behalf of the US Lenders or Canadian Lenders (as appropriate) may but shall not be obligated to make loans to cover the respective amounts of checks presented for payment and other disbursements from any Borrower's Disbursement Account. Advice from the Disbursement Account Bank of amounts required to cover such amounts for any Borrower, together with authorization (verbal or otherwise) by an authorized officer of the appropriate Funds Administrator, will be deemed sufficient notice of Borrowing. All of such Borrowings shall be Prime Rate Loans. (i) In the event the US Borrowers are unable to comply with (A) the Borrowing Base limitation set forth in clause (iii) or clause (iv) of the PROVISO to SECTION 2.1(b)(i) or (B) the conditions precedent set forth in SECTION 5.2 to a Credit Event, the Lenders authorize the US Agent, in its sole discretion (but without obligation to do so), to make US Revolving Loans ("INTERIM ADVANCES") to the US Borrowers during the period commencing on the date the US Agent first receives a Notice of Borrowing requesting an Interim Advance until the earliest of (1) the fifteen (15th) Business Day after such date, (2) the date the US Borrowers are again able to comply with such Borrowing Base limitation and conditions precedent, or obtains an amendment or waiver with respect thereto and (3) the date the Majority US Revolving Lenders instruct the US Agent, or the US Agent determines, to cease making Interim Advances (in each case, the "INTERIM ADVANCE PERIOD"). (ii) The US Agent shall not, in any event, (A) make any Interim Advance during any Interim Advance Period if, after giving effect to such Interim Advance, Total US Revolving Loan Exposure would exceed one hundred ten percent (110%) of Total US Revolving Loan Exposure on the first sentence day of this paragraphsuch Interim Advance Period (calculated without giving effect to Interim Advances made on such day) and (B) make any Interim Advance if, after giving effect to such Interim Advance, Total US Revolving Loan Exposure would exceed the Total US Revolving Loan Commitments. (iii) All amounts received by the US Agent during an Interim Advance Period on account of the Obligations, whether in the form of payments from any US Borrower, collections on the Collateral of a US Borrower or otherwise, shall, so long as any Interim Advances made during such Interim Advance Period are outstanding, be applied by the US Agent, FIRST, to the repayment of such Interim Advances and, SECOND, in accordance with SECTION 2.5(e)(i). (iv) Each Interim Advance shall be settled with the US Lenders on the first Settlement Date after such Interim Advance is made. In such event, US Agent shall include such US Revolving Loans in the notice contemplated by clauses (i) and (ii) of SECTIONS 2.3(b), on and such Business Day each Lender shall deposit with the Administrative Agent same day funds in an amount equal to such Lender’s Percentage of the requested Borrowing. Such deposit will be made to an account which the Administrative Agent shall specify from time to time by notice to the Lenders. To the extent funds are received from the Lenders, the Administrative Agent shall make such funds available to the Borrower by wire transfer to the accounts the Borrower shall have specified in its Borrowing Request. No Lender’s obligation to make any Loan US Revolving Loans shall be affected by any other Lender’s failure to make any Loansettled among the US Agent and the US Lenders in accordance with SECTION 2.3(b).

Term Loans and Revolving Loans. By delivering a Borrowing Request to the Administrative Agent on or before 12:00 noon, New York time, on a Business Day, the Borrower may from time to time irrevocably request, on not less than one Business Day's notice (in the case of Base Rate Loans) and or three Business Days' notice (in the case of LIBO Rate Loans) nor more than (in each case) five Business Days’ notice' notice (in the case of any Loans), that a Borrowing be made, made in the case of LIBO Rate Loans, in a minimum an aggregate amount of $2,000,000, and an 500,000 or any larger integral multiple of $500,000100,000, and in the case of Base Rate Loans, in a minimum amount of $500,000 and an integral multiple thereof or, in either case, or in the unused amount of the applicable Commitment; provided that a . No Borrowing Request shall be required, and the minimum aggregate amounts specified under this Section 2.3.1 shall not apply, in the case of Revolving Loans made under clause (b) of Section 2.3.2 to refund Refunded Swing Line Loans or deemed made under Section 2.6.2 in respect of Term E Loans, Term F Loans or Revolving A-2 Loans to be made as Base Rate Loans on the 2012 Self Tender Funding Date or the 2012 Affiliate Purchase Funding Date may be delivered to the Administrative Agent on or before 10:00 a.m., New York time, on the proposed date of such Borrowingunreimbursed Disbursements. On the terms and subject to the conditions of this Agreement, each Borrowing shall be comprised of the type of Loans, and shall be made on the Business Day, specified in such Borrowing Request. On or before 11:00 a.m., New York time (or 12:00 noon, New York time, in the case of Term E Loans, Term F Loans or Revolving A-2 Loans the Borrowing Request for which was delivered pursuant to the proviso to the first sentence of this paragraph), on such Business Day each Lender shall deposit with the Administrative Agent same day funds in an amount equal to such Lender’s 's Percentage of the requested Borrowing. Such deposit will be made to an account which the Administrative Agent shall specify from time to time by notice to the Lenders. To the extent funds are received from the Lenders, the Administrative Agent shall make such funds available to the Borrower by wire transfer to the accounts the Borrower shall have specified in its Borrowing Request. No Lender’s 's obligation to make any Loan shall be affected by any other Lender’s 's failure to make any Loan.

Term Loans and Revolving Loans. By delivering a Borrowing Request to the Administrative Agent on or before 12:00 noon, New York time, noon on a Business Day, the Borrower may from time to time irrevocably request, on not less than one (Business Day’s notice in the case of Base Rate Loans) and , or three (Business Days’ notice in the case of LIBO Rate Loans) nor , and in either case not more than (in each case) five ten Business Days’ notice, that a Borrowing be made, in the case of LIBO Rate Loans, in a minimum amount of $2,000,000, 1,000,000 and an integral multiple of $500,000, and in the case of Base Rate Loans, in a minimum amount of $500,000 1,000,000 and an integral multiple thereof of $500,000 or, in either case, in the unused amount of the applicable Commitment; provided that a Borrowing Request in respect of Term E Loans, Term F Loans or Revolving A-2 Loans to . Each such irrevocable request shall be made as Base Rate Loans on the 2012 Self Tender Funding Date by telephone confirmed promptly by hand delivery or the 2012 Affiliate Purchase Funding Date may be delivered facsimile to the Administrative Agent on or before 10:00 a.m., New York time, on of the proposed date of such Borrowingapplicable Borrowing Request. On the terms and subject to the conditions of this Agreement, each Borrowing shall be comprised of the type of Loans, and shall be made on the Business Day, specified in such Borrowing Request. On or before 11:00 a.m., New York time (or 12:00 noon, New York time, in the case of Term E Loans, Term F Loans or Revolving A-2 Loans the Borrowing Request for which was delivered pursuant to the proviso to the first sentence of this paragraph), 1:00 p.m. on such Business Day each Lender that has a Commitment to make the Loans being requested shall deposit with the Administrative Agent same day funds in an amount equal to such Lender’s Percentage of the requested Borrowing. Such deposit will be made to an account which the Administrative Agent shall specify from time to time by notice to the Lenders. To Unless the extent funds are Administrative Agent shall have received notice from the Lendersa Lender prior to such time that such Lender will not make such deposit, the Administrative Agent shall may assume that such Lender has made such deposit on such Business Day and may, in reliance upon such assumption, make such funds available to the Borrower by wire transfer a corresponding amount. In such event, if a Lender has not in fact made such deposit, then the applicable Lender and the Borrower each agrees to pay to the accounts Administrative Agent forthwith on demand (without duplication) such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of such Lender, the greater of (A) (1) the Federal Funds Effective Rate, and (2) the rate reasonably determined by the Administrative Agent to be the cost to it of funding such amount, and (B) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation or (ii) in the case of the Borrower, the Adjusted Base Rate. If such Lender pays such amount to the Administrative Agent, then such amount shall have specified constitute such Lender’s Loan included in its Borrowing Requestsuch Borrowing. If the Borrower pays such amount to the Administrative Agent, then such amount shall constitute a reduction of such Borrowing. No Lender’s obligation to make any Loan shall be affected by any other Lender’s failure to make any Loan.

Term Loans and Revolving Loans. By delivering a Borrowing Request to the Administrative Agent on or before 12:00 noonp.m., New York Boston, Massachusetts time, on a Business Day, the Borrower may from time to time irrevocably request, on not less than one Business Day's notice (in the case of Base Rate Loans) and or three Business Days' notice (in the case of LIBO Rate Loans) nor more than (in each case) five Business Days’ notice, that a Borrowing be made, made in the case of LIBO Rate Loans, in a minimum an aggregate amount of $2,000,000, and an 500,000 or any larger integral multiple of $500,000100,000, and in the case of Base Rate Loans, in a minimum amount of $500,000 and an integral multiple thereof or, in either case, or in the unused amount of the applicable Commitment; provided that a . No Borrowing Request shall be required, and the minimum aggregate amounts specified under this SECTION 2.3.1 shall not apply, in the case of Revolving Loans made under CLAUSE (b) of SECTION 2.3.2 to refund Refunded Swing Line Loans or Revolving Loans deemed made under SECTION 2.6.2 in respect of Term E Loans, Term F Loans or Revolving A-2 Loans to be made as Base Rate Loans on the 2012 Self Tender Funding Date or the 2012 Affiliate Purchase Funding Date may be delivered to the Administrative Agent on or before 10:00 a.m., New York time, on the proposed date of such Borrowingunreimbursed Disbursements. On the terms and subject to the conditions of this Agreement, each Borrowing shall be comprised of the type of Loans, and shall be made on the Business Day, specified in such Borrowing Request. On or before 11:00 a.m.a.m. Boston, New York time (or 12:00 noon, New York Massachusetts time, in the case of Term E Loans, Term F Loans or Revolving A-2 Loans the Borrowing Request for which was delivered pursuant to the proviso to the first sentence of this paragraph), on such Business Day each Lender shall deposit with the Administrative Agent same day funds in an amount equal to such Lender’s 's Percentage of the requested Borrowing. Such deposit will be made to an account which the Administrative Agent shall specify from time to time by notice to the Lenders. To the extent funds are received from the Lenders, the Administrative Agent shall make such funds available to the Borrower by wire transfer to the accounts the Borrower shall have specified in its Borrowing Request. No Lender’s 's obligation to make any Loan shall be affected by any other Lender’s 's failure to make any Loan.

Term Loans and Revolving Loans. By delivering a Borrowing Request to the Administrative Agent on or before 12:00 noonp.m., New York time, on a Business Day, the Borrower may from time to time irrevocably request, on not less than one Business Day's notice (in the case of Base Rate Loans) and or three Business Days' notice (in the case of LIBO Rate Loans) nor more than (in each case) five Business Days’ notice' notice (in the case of any Loans) (unless otherwise agreed to by the Agents and the relevant committing existing Lenders and Additional Lenders in the case of a proposed Borrowing of Additional Term F Loans), that a Borrowing be made, in the case of LIBO Rate Loans, in a minimum amount of $2,000,000, and an integral multiple of $500,000, and in the case of Base Rate Loans, made in a minimum amount of $500,000 and an integral multiple thereof orof $100,000, in either case, or in the unused amount of the applicable Commitment; provided that a Borrowing Request in respect of Term E Loans, Term F Loans or Revolving A-2 Loans to be made as Base Rate Loans on the 2012 Self Tender Funding Date or the 2012 Affiliate Purchase Funding Date may be delivered to the Administrative Agent on or before 10:00 a.m., New York time, on the proposed date of such Borrowing. On the terms and subject to the conditions of this Agreement, each Borrowing shall be comprised of the type of Loans, and shall be made on the Business Day, specified in such Borrowing Request. On or before 11:00 a.m., New York time a.m. (or 12:00 noon, New York time, in the case of Term E Loans, Term F Loans or Revolving A-2 Loans the Borrowing Request for which was delivered pursuant to the proviso to the first sentence of this paragraph), ) on such Business Day each Lender shall deposit with the Administrative Agent same day funds in an amount equal to such Lender’s 's Percentage of the requested Borrowing. Such deposit will be made to an account which the Administrative Agent shall specify from time to time by notice to the Lenders. To the extent funds are received from the Lenders, the Administrative Agent shall make such funds available to the Borrower by wire transfer to the accounts the Borrower shall have specified in its Borrowing Request. No Lender’s 's obligation to make any Loan shall be affected by any other Lender’s 's failure to make any Loan.