Common use of Disbursement of Funds Clause in Contracts

Disbursement of Funds. No later than 1:00 p.m. (local time at the place of funding) on the date specified in each Notice of Borrowing, each Lender will make available its Pro Rata Share of Loans, to fund the Borrowing requested to be made on such date in Dollars, Euro or Sterling, as the case may be, and in immediately available funds, at the Payment Office (for the account of such non-U.S. office of the Administrative Agent as the Administrative Agent may direct in the case of Eurocurrency Loans) and the Administrative Agent will make available to the Borrower at its Payment Office the aggregate of the amounts so made available by the Lenders not later than 2:00 p.m. (local time in the place of payment). Unless the Administrative Agent shall have been notified by any Lender at least one Business Day prior to the date of Borrowing that such Lender does not intend to make available to the Administrative Agent such Lender’s portion of the Borrowing to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender on the date of Borrowing, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify the Borrower and, if so notified, the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover from the Borrower interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to the rate for Base Rate Loans or Eurocurrency Loans, applicable to the Type of Loan to which such corresponding amount related, for the period in question; provided, however, that any interest paid to the Administrative Agent in respect of such corresponding amount shall be credited against interest payable by the Borrower to such Lender under Section 3.1 in respect of such corresponding amount. Any amount due hereunder to the Administrative Agent from any Lender which is not paid when due shall bear interest payable by such Lender, from the date due until the date paid, at the Federal Funds Rate for amounts in Dollars (and at the Administrative Agent’s cost of funds for amounts in Euros or Sterling or any other Alternative Currency) for the first three days after the date such amount is due and thereafter at the Federal Funds Rate (or such cost of funds rate) plus 1%, together with the Administrative Agent’s standard interbank processing fee. Further, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans, amounts due with respect to its Letters of Credit (or its participations therein) and any other amounts due to it hereunder first to the Administrative Agent to fund any outstanding Loans made available on behalf of such Lender by the Administrative Agent pursuant to this Section 2.7 until such Loans have been funded (as a result of such assignment or otherwise) and then to fund Loans of all Lenders other than such Lender until each Lender has outstanding Loans equal to its Pro Rata Share of all Loans (as a result of such assignment or otherwise). Such Lender shall not have recourse against the Borrower with respect to any amounts paid to the Administrative Agent or any Lender with respect to the preceding sentence; provided, that such Lender shall have full recourse against the Borrower to the extent of the amount of such Loans such Lender has been deemed to have made pursuant to the preceding sentence. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment hereunder or to prejudice any rights which the Borrower may have against the Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. No later than 1:00 p.m. P.M. (local time at the place of fundingNew York City time) on the date specified in each Notice of Borrowing, each Lender with a Commitment of the relevant Tranche will make available its Pro Rata Share pro rata portion (determined in accordance with Section 2.07) of Loans, to fund the each such Borrowing requested to be made on such date date. All such amounts will be made available in Dollars, Euro or Sterling, as the case may be, U.S. Dollars and in immediately available funds, funds at the Payment Office (for the account of such non-U.S. office of the Administrative Agent as the Administrative Agent may direct in the case of Eurocurrency Loans) Office, and the Administrative Agent will make available to the Borrower Borrowers at its the Payment Office the aggregate of the amounts so made available by the Lenders not later than 2:00 p.m. (local time in the place of payment)Lenders. Unless the Administrative Agent shall have been notified by any Lender at least one Business Day prior to the date of any Borrowing that such Lender does not intend to make available to the Administrative Agent such Lender’s portion of the any Borrowing to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing and the Administrative Agent may, may (but shall not be required obligated to), in reliance upon such assumption, make available to the Borrower Borrowers a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender on the date of BorrowingLender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify the Lead Borrower and, if so notified, and the Borrower Borrowers shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall also be entitled to recover on demand from such Lender or the Borrower Borrowers interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to Borrowers until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such Lender, the greater of the Federal Funds Rate and a rate for Base Rate Loans or Eurocurrency Loans, applicable to the Type of Loan to which such corresponding amount related, for the period in question; provided, however, that any interest paid to determined by the Administrative Agent in respect accordance with banking rules on interbank compensation and (ii) if recovered from the Borrowers, the rate of such corresponding amount shall be credited against interest payable by the Borrower to such Lender under Section 3.1 in respect of such corresponding amount. Any amount due hereunder applicable to the Administrative Agent from any Lender which is not paid when due shall bear interest payable by such Lenderrelevant Borrowing, from the date due until the date paid, at the Federal Funds Rate for amounts in Dollars (and at the Administrative Agent’s cost of funds for amounts in Euros or Sterling or any other Alternative Currency) for the first three days after the date such amount is due and thereafter at the Federal Funds Rate (or such cost of funds rate) plus 1%, together with the Administrative Agent’s standard interbank processing fee. Further, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans, amounts due with respect to its Letters of Credit (or its participations therein) and any other amounts due to it hereunder first to the Administrative Agent to fund any outstanding Loans made available on behalf of such Lender by the Administrative Agent as determined pursuant to Section 2.08. Nothing in this Section 2.7 until such Loans have been funded (as a result of such assignment or otherwise) and then to fund Loans of all Lenders other than such Lender until each Lender has outstanding Loans equal to its Pro Rata Share of all Loans (as a result of such assignment or otherwise). Such Lender shall not have recourse against the Borrower with respect to any amounts paid to the Administrative Agent or any Lender with respect to the preceding sentence; provided, that such Lender shall have full recourse against the Borrower to the extent of the amount of such Loans such Lender has been deemed to have made pursuant to the preceding sentence. Nothing herein 2.04 shall be deemed to relieve any Lender from its obligation to fulfill its Commitment make Term Loans hereunder or to prejudice any rights which the Borrower Borrowers may have against the any Lender as a result of any default failure by such Lender to make Term Loans hereunder.

Disbursement of Funds. No later than 1:00 p.m. P.M. (local time at the place of fundingNew York City time) on the date specified in each Notice of Borrowing, each Lender with a Commitment of the relevant Tranche will make available its Pro Rata Share pro rata portion (determined in accordance with Section 2.07) of Loans, to fund the each such Borrowing requested to be made on such date date. All such amounts will be made available in Dollars, Euro or Sterling, as the case may be, U.S. Dollars and in immediately available funds, funds at the Payment Office (for the account of such non-U.S. office of the Administrative Agent as the Administrative Agent may direct in the case of Eurocurrency Loans) Office, and the Administrative Agent will make available to the Borrower at its the Payment Office the aggregate of the amounts so made available by the Lenders not later than 2:00 p.m. (local time in the place of payment)Lenders. Unless the Administrative Agent shall have been notified by any Lender at least one Business Day prior to the date of any Borrowing that such Lender does not intend to make available to the Administrative Agent such Lender’s portion of the any Borrowing to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing and the Administrative Agent may, may (but shall not be required obligated to), in reliance upon such assumption, make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender on the date of BorrowingLender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify the Borrower and, if so notified, and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall also be entitled to recover on demand from such Lender or the Borrower interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to the rate for Base Rate Loans or Eurocurrency Loans, applicable to the Type of Loan to which such corresponding amount related, for the period in question; provided, however, that any interest paid to the Administrative Agent in respect of such corresponding amount shall be credited against interest payable by the Borrower to such Lender under Section 3.1 in respect of such corresponding amount. Any amount due hereunder to the Administrative Agent (i) if recovered from any Lender which is not paid when due shall bear interest payable by such Lender, from the date due until the date paid, at the overnight Federal Funds Rate for amounts in Dollars (and at the Administrative Agent’s cost of funds for amounts in Euros or Sterling or any other Alternative Currency) for the first three days after the date such amount is due and thereafter at the Federal Funds Rate interest rate otherwise applicable to such Term Loans for each day thereafter and (or such cost ii) if recovered from the Borrower, the rate of funds rate) plus 1%, together with the Administrative Agent’s standard interbank processing fee. Further, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans, amounts due with respect to its Letters of Credit (or its participations therein) and any other amounts due to it hereunder first applicable to the Administrative Agent to fund any outstanding Loans made available on behalf of such Lender by the Administrative Agent relevant Borrowing, as determined pursuant to Section 2.08. Nothing in this Section 2.7 until such Loans have been funded (as a result of such assignment or otherwise) and then to fund Loans of all Lenders other than such Lender until each Lender has outstanding Loans equal to its Pro Rata Share of all Loans (as a result of such assignment or otherwise). Such Lender shall not have recourse against the Borrower with respect to any amounts paid to the Administrative Agent or any Lender with respect to the preceding sentence; provided, that such Lender shall have full recourse against the Borrower to the extent of the amount of such Loans such Lender has been deemed to have made pursuant to the preceding sentence. Nothing herein 2.04 shall be deemed to relieve any Lender from its obligation to fulfill its Commitment make Term Loans hereunder or to prejudice any rights which the Borrower may have against the any Lender as a result of any default failure by such Lender to make Term Loans hereunder.

Disbursement of Funds. No All Revolving Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender's obligation to make a Loan requested hereunder nor shall the Commitment of any Lender to make the particular type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender's obligation to make a Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Borrowing pursuant to subsection 2.1B (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender of the proposed borrowing. Each Lender shall make the amount of its Loan available to Administrative Agent not later than 1:00 p.m. 12:00 Noon (local time at the place of fundingNew York time) on the date specified applicable Funding Date, in each Notice of Borrowing, each Lender will make available its Pro Rata Share of Loans, to fund the Borrowing requested to be made on such date case in same day funds in Dollars, Euro or Sterling, as the case may be, and in immediately available funds, at the Funding and Payment Office (for the account of such non-U.S. office of the Administrative Agent as the Administrative Agent may direct in the case of Eurocurrency Loans) and the Administrative Agent will make available to the Borrower at its Payment Office the aggregate of the amounts so made available by the Lenders not later than 2:00 p.m. (local time in the place of payment)Office. Unless the Administrative Agent shall have been notified by any Lender at least one Business Day prior to the date of Borrowing Funding Date for any Loans that such Lender does not intend to make available to the Administrative Agent the amount of such Lender’s portion of the Borrowing to be made 's Loan requested on such dateFunding Date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing Funding Date and the Administrative Agent may, in its sole discretion, but shall not be required obligated to, in reliance upon such assumption, make available to the Borrower Company a corresponding amountamount on such Funding Date. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender on the date of BorrowingLender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such LenderLender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s 's demand therefor, the Administrative Agent shall promptly notify the Borrower and, if so notified, the Borrower Company and Company shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover from the Borrower together with interest on such corresponding amount in respect of thereon, for each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to the rate for Base Rate Loans or Eurocurrency Loans, applicable to the Type of Loan to which such corresponding amount related, for the period in question; provided, however, that any interest paid to the Administrative Agent in respect of such corresponding amount shall be credited against interest payable by the Borrower to such Lender under Section 3.1 in respect of such corresponding amount. Any amount due hereunder to the Administrative Agent from any Lender which is not paid when due shall bear interest payable by such Lender, from the date due Funding Date until the date paid, at the Federal Funds Rate for amounts in Dollars (and at the Administrative Agent’s cost of funds for amounts in Euros or Sterling or any other Alternative Currency) for the first three days after the date such amount is due and thereafter paid to Administrative Agent, at the Federal Funds rate payable under this Agreement for Base Rate (or such cost of funds rate) plus 1%, together with the Administrative Agent’s standard interbank processing fee. Further, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans, amounts due with respect to its Letters of Credit (or its participations therein) and any other amounts due to it hereunder first to the Administrative Agent to fund any outstanding Loans made available on behalf of such Lender by the Administrative Agent pursuant to this Section 2.7 until such Loans have been funded (as a result of such assignment or otherwise) and then to fund Loans of all Lenders other than such Lender until each Lender has outstanding Loans equal to its Pro Rata Share of all Loans (as a result of such assignment or otherwise). Such Lender shall not have recourse against the Borrower with respect to any amounts paid to the Administrative Agent or any Lender with respect to the preceding sentence; provided, that such Lender shall have full recourse against the Borrower to the extent of the amount of such Loans such Lender has been deemed to have made pursuant to the preceding sentence. Nothing herein in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitment Commitments hereunder or to prejudice any rights which the Borrower that Company may have against the any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. No Except as otherwise specifically provided in the immediately succeeding sentence, no later than 1:00 p.m. 12:00 Noon (local time at the place of fundingNew York time) on the date specified in each Notice of Borrowing, each Lender with a Commitment will make available its Pro Rata Share pro rata portion of Loans, to fund the each such Borrowing requested to be made on each Borrowing Date. All such date amounts shall be made available in Dollars, Euro or Sterling, as the case may be, Dollars and in immediately available funds, funds at the Payment Office (for the account of such non-U.S. office of the Administrative Agent as the Administrative Agent may direct in the case of Eurocurrency Loans) and the Administrative Agent will make available to the Borrower (on such day to the extent of funds actually received by the Administrative Agent prior to 12:00 Noon (New York time) on such day) at its the Payment Office Office, in the account specified in the applicable Notice of Borrowing, the aggregate of the amounts so made available by the Lenders not later than 2:00 p.m. (local time in the place of payment)Lenders. Unless the Administrative Agent shall have been notified by any Lender at least one Business Day prior to the date of each Borrowing Date that such Lender does not intend to make available to the Administrative Agent such Lender’s portion of the Borrowing to be made on such dateany Borrowing, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of each Borrowing Date and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender on the date of BorrowingLender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify the Borrower and, if so notified, and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover on demand from such Lender or the Borrower Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such Lender, the overnight Federal Funds Rate and (ii) if recovered from the Borrower, the rate for Base Rate Loans or Eurocurrency Loans, of interest applicable to the Type of Loan to which such corresponding amount relatedrespective Borrowing, for the period in question; provided, however, that any interest paid to the Administrative Agent in respect of such corresponding amount shall be credited against interest payable by the Borrower to such Lender under Section 3.1 in respect of such corresponding amount. Any amount due hereunder to the Administrative Agent from any Lender which is not paid when due shall bear interest payable by such Lender, from the date due until the date paid, at the Federal Funds Rate for amounts in Dollars (and at the Administrative Agent’s cost of funds for amounts in Euros or Sterling or any other Alternative Currency) for the first three days after the date such amount is due and thereafter at the Federal Funds Rate (or such cost of funds rate) plus 1%, together with the Administrative Agent’s standard interbank processing fee. Further, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans, amounts due with respect to its Letters of Credit (or its participations therein) and any other amounts due to it hereunder first to the Administrative Agent to fund any outstanding Loans made available on behalf of such Lender by the Administrative Agent as determined pursuant to this Section 2.7 until such Loans have been funded (as a result of such assignment or otherwise) and then to fund Loans of all Lenders other than such Lender until each Lender has outstanding Loans equal to its Pro Rata Share of all Loans (as a result of such assignment or otherwise). Such Lender shall not have recourse against the Borrower with respect to any amounts paid to the Administrative Agent or any Lender with respect to the preceding sentence; provided, that such Lender shall have full recourse against the Borrower to the extent of the amount of such Loans such Lender has been deemed to have made pursuant to the preceding sentence. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment hereunder or to prejudice any rights which the Borrower may have against the Lender as a result of any default by such Lender hereunder2.07.

Disbursement of Funds. No later than 1:00 p.m. P.M. (local time at the place of fundingNew York City time) on the date specified in each Notice of Borrowing, each Lender with a Commitment of the relevant Tranche will make available its Pro Rata Share pro rata portion (determined in accordance with Section 2.07) of Loans, to fund the each such Borrowing requested to be made on such date date. All such amounts will be made available in Dollars, Euro or Sterling, as the case may be, U.S. Dollars and in immediately available funds, funds at the Payment Office (for the account of such non-U.S. office of the Administrative Agent as the Administrative Agent may direct in the case of Eurocurrency Loans) Office, and the Administrative Agent will make available to the Borrower at its the Payment Office the aggregate of the amounts so made available by the Lenders not later than 2:00 p.m. (local time in the place of payment)Lenders. Unless the Administrative Agent shall have been notified by any Lender at least one Business Day prior to the date of any Borrowing that such Lender does not intend to make available to the Administrative Agent such Lender’s portion of the any Borrowing to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing and the Administrative Agent may, may (but shall not be required obligated to), in reliance upon such assumption, make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender on the date of BorrowingLender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify the Borrower and, if so notified, and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall also be entitled to recover on demand from such Lender or the Borrower interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such Lender, the greater of the Federal Funds Rate and a rate for Base Rate Loans or Eurocurrency Loans, applicable to the Type of Loan to which such corresponding amount related, for the period in question; provided, however, that any interest paid to determined by the Administrative Agent in respect accordance with banking rules on interbank compensation and (ii) if recovered from the Borrower, the rate of such corresponding amount shall be credited against interest payable by the Borrower to such Lender under Section 3.1 in respect of such corresponding amount. Any amount due hereunder applicable to the Administrative Agent from any Lender which is not paid when due shall bear interest payable by such Lenderrelevant Borrowing, from the date due until the date paid, at the Federal Funds Rate for amounts in Dollars (and at the Administrative Agent’s cost of funds for amounts in Euros or Sterling or any other Alternative Currency) for the first three days after the date such amount is due and thereafter at the Federal Funds Rate (or such cost of funds rate) plus 1%, together with the Administrative Agent’s standard interbank processing fee. Further, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans, amounts due with respect to its Letters of Credit (or its participations therein) and any other amounts due to it hereunder first to the Administrative Agent to fund any outstanding Loans made available on behalf of such Lender by the Administrative Agent as determined pursuant to Section 2.08. Nothing in this Section 2.7 until such Loans have been funded (as a result of such assignment or otherwise) and then to fund Loans of all Lenders other than such Lender until each Lender has outstanding Loans equal to its Pro Rata Share of all Loans (as a result of such assignment or otherwise). Such Lender shall not have recourse against the Borrower with respect to any amounts paid to the Administrative Agent or any Lender with respect to the preceding sentence; provided, that such Lender shall have full recourse against the Borrower to the extent of the amount of such Loans such Lender has been deemed to have made pursuant to the preceding sentence. Nothing herein 2.04 shall be deemed to relieve any Lender from its obligation to fulfill its Commitment make Term Loans hereunder or to prejudice any rights which the Borrower may have against the any Lender as a result of any default failure by such Lender to make Term Loans hereunder.

Disbursement of Funds. No Not later than 1:00 p.m. P.M. (local time at the place of fundingNew York time) on the date specified in each Notice of Borrowing, each Lender with a Commitment under the respective Tranche, will make available its Pro Rata Share pro rata portion (determined in accordance with Section 1.07) of Loans, to fund the each such Borrowing requested to be made on such date (or, in Dollars, Euro or Sterling, as the case may beof Additional Tranche C Term Loans, each Lender with a Tranche C Term Loan Commitment will make available an amount thereof equal to its Tranche C Term Loan Commitment on the Restatement Effective Date (prior to the termination thereof pursuant to Section 3.03(c) on such date)). All such amounts shall be made available in Dollars and in immediately available funds, funds at the Payment Office (for the account of such non-U.S. office of the Administrative Agent as the Administrative Agent may direct in the case of Eurocurrency Loans) Agent, and the Administrative Agent will make available to the respective Borrower at its the Payment Office or such other location as may be reasonably satisfactory to the Administrative Agent and specified in the relevant Notice of Borrowing the aggregate of the amounts so made available by the Lenders not later than 2:00 p.m. prior to 3:00 P.M. (local New York time) on such day to the extent of funds actually received by the Administrative Agent prior to such time in the place of payment)on such day. Unless the Administrative Agent shall have been notified by any Lender at least one Business Day prior to the date of Borrowing that such Lender does not intend to make available to the Administrative Agent such Lender’s portion of the any Borrowing to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the relevant Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender on the date of BorrowingLender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify the relevant Borrower and, if so notified, to pay immediately such corresponding amount to the Administrative Agent and such Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover on demand from such Lender or the U.S. Borrower or the Bermuda Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the respective Borrower to until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such Lender, the overnight Federal Funds Rate and (ii) if recovered from the respective Borrower, the rate for Base Rate Loans or Eurocurrency Loans, of interest applicable to the Type of Loan to which such corresponding amount relatedrespective Borrowing, for the period in question; provided, however, that any interest paid to the Administrative Agent in respect of such corresponding amount shall be credited against interest payable by the Borrower to such Lender under Section 3.1 in respect of such corresponding amount. Any amount due hereunder to the Administrative Agent from any Lender which is not paid when due shall bear interest payable by such Lender, from the date due until the date paid, at the Federal Funds Rate for amounts in Dollars (and at the Administrative Agent’s cost of funds for amounts in Euros or Sterling or any other Alternative Currency) for the first three days after the date such amount is due and thereafter at the Federal Funds Rate (or such cost of funds rate) plus 1%, together with the Administrative Agent’s standard interbank processing fee. Further, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans, amounts due with respect to its Letters of Credit (or its participations therein) and any other amounts due to it hereunder first to the Administrative Agent to fund any outstanding Loans made available on behalf of such Lender by the Administrative Agent as determined pursuant to Section 1.08. Nothing in this Section 2.7 until such Loans have been funded (as a result of such assignment or otherwise) and then to fund Loans of all Lenders other than such Lender until each Lender has outstanding Loans equal to its Pro Rata Share of all Loans (as a result of such assignment or otherwise). Such Lender shall not have recourse against the Borrower with respect to any amounts paid to the Administrative Agent or any Lender with respect to the preceding sentence; provided, that such Lender shall have full recourse against the Borrower to the extent of the amount of such Loans such Lender has been deemed to have made pursuant to the preceding sentence. Nothing herein 1.04 shall be deemed to relieve any Lender from its obligation to fulfill its Commitment make Loans hereunder or to prejudice any rights which the relevant Borrower may have against the any Lender as a result of any default failure by such Lender to make Loans hereunder.

Disbursement of Funds. No later than 1:00 p.m. (local time at the place of fundingNew York City time) on the date specified in each Notice of Borrowing, each Lender with a Commitment of the respective Tranche will make available its Pro Rata Share pro rata portion (determined in accordance with Section 2.08) of Loans, to fund the each such Borrowing requested to be made on such date date. All such amounts will be made available in Dollars, Euro or Sterling, as the case may be, Dollars and in immediately available funds, funds at the Payment Office (for the account of such non-U.S. office of the Administrative Agent as the Administrative Agent may direct in the case of Eurocurrency Loans) Office, and the Administrative Agent will make available to the Borrower at its the Payment Office Office, or to such other account as the Borrower may specify in writing to the Administrative Agent, the aggregate of the amounts so made available by the Lenders not later than 2:00 p.m. (local time in the place of payment)Lenders. Unless the Administrative Agent shall have been notified by any Lender at least one Business Day prior to the date of Borrowing that such Lender does not intend to make available to the Administrative Agent such Lender’s portion of the any Borrowing to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing and the Administrative Agent may, may (but shall not be required obligated to), in reliance upon such assumption, make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender on the date of BorrowingLender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify the Borrower and, if so notified, and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall also be entitled to recover on demand from such Lender or the Borrower Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to the rate for Base Rate Loans or Eurocurrency Loans, applicable to the Type of Loan to which such corresponding amount related, for the period in question; provided, however, that any interest paid to the Administrative Agent in respect of such corresponding amount shall be credited against interest payable by the Borrower to such Lender under Section 3.1 in respect of such corresponding amount. Any amount due hereunder to the Administrative Agent (i) if recovered from any Lender which is not paid when due shall bear interest payable by such Lender, from the date due until the date paid, at the overnight Federal Funds Rate for amounts in Dollars (and at the Administrative Agent’s cost of funds for amounts in Euros or Sterling or any other Alternative Currency) for the first three days after the date such amount is due and thereafter at the Federal Funds Rate interest rate otherwise applicable to such Loans for each day thereafter and (or such cost ii) if recovered from the Borrower, the rate of funds rate) plus 1%, together with the Administrative Agent’s standard interbank processing fee. Further, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans, amounts due with respect to its Letters of Credit (or its participations therein) and any other amounts due to it hereunder first applicable to the Administrative Agent to fund any outstanding Loans made available on behalf of such Lender by the Administrative Agent respective Borrowing, as determined pursuant to Section 2.09. Nothing in this Section 2.7 until such Loans have been funded (as a result of such assignment or otherwise) and then to fund Loans of all Lenders other than such Lender until each Lender has outstanding Loans equal to its Pro Rata Share of all Loans (as a result of such assignment or otherwise). Such Lender shall not have recourse against the Borrower with respect to any amounts paid to the Administrative Agent or any Lender with respect to the preceding sentence; provided, that such Lender shall have full recourse against the Borrower to the extent of the amount of such Loans such Lender has been deemed to have made pursuant to the preceding sentence. Nothing herein 2.05 shall be deemed to relieve any Lender from its obligation to fulfill its Commitment make Loans hereunder or to prejudice any rights which the Borrower may have against the any Lender as a result of any default failure by such Lender to make Loans hereunder. With respect to Revolving Loans, each reference to the Administrative Agent in this clause shall also be deemed to be a reference to the Revolving Agent.

Disbursement of Funds. No later than 1:00 p.m. P.M. (local time at the place of fundingNew York City time) on the date specified in each Notice of Borrowing, each Lender with a Commitment of the relevant Tranche will make available its Pro Rata Share pro rata portion (determined in accordance with Section 2.07) of Loans, to fund the each such Borrowing requested to be made on such date date. All such amounts will be made available in Dollars, Euro or Sterling, as the case may be, U.S. Dollars and in immediately available funds, funds at the Payment Office (for the account of such non-U.S. office of the Administrative Agent as the Administrative Agent may direct in the case of Eurocurrency Loans) Notice Office, and the Administrative Agent will make available all funds so received by it in like funds as received by the Administrative Agent by wire transfer of such funds to the account designated in writing by Lead Borrower at its Payment Office the aggregate (including in any Notice of the amounts so made available by the Lenders not later than 2:00 p.m. (local Borrowing) from time in the place of payment)to time. Unless the Administrative Agent shall have been notified by any Lender at least one Business Day prior to the date of any Borrowing that such Lender does not intend to make available to the Administrative Agent such Lender’s portion of the any Borrowing to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing and the Administrative Agent may, may (but shall not be required obligated to), in reliance upon such assumption, make available to the Borrower Borrowers a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender on the date of BorrowingLender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify Lead Borrower and the Borrower and, if so notified, the Borrower Borrowers shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall also be entitled to recover on demand from such Lender or the Borrower Borrowers interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to Borrowers until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such Lender, the greater of the Federal Funds Rate and a rate for Base Rate Loans or Eurocurrency Loans, applicable to the Type of Loan to which such corresponding amount related, for the period in question; provided, however, that any interest paid to determined by the Administrative Agent in respect accordance with banking rules on interbank compensation and (ii) if recovered from the Borrowers, the rate of such corresponding amount shall be credited against interest payable by the Borrower to such Lender under Section 3.1 in respect of such corresponding amount. Any amount due hereunder applicable to the Administrative Agent from any Lender which is not paid when due shall bear interest payable by such Lenderrelevant Borrowing, from the date due until the date paid, at the Federal Funds Rate for amounts in Dollars (and at the Administrative Agent’s cost of funds for amounts in Euros or Sterling or any other Alternative Currency) for the first three days after the date such amount is due and thereafter at the Federal Funds Rate (or such cost of funds rate) plus 1%, together with the Administrative Agent’s standard interbank processing fee. Further, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans, amounts due with respect to its Letters of Credit (or its participations therein) and any other amounts due to it hereunder first to the Administrative Agent to fund any outstanding Loans made available on behalf of such Lender by the Administrative Agent as determined pursuant to Section 2.08. Nothing in this Section 2.7 until such Loans have been funded (as a result of such assignment or otherwise) and then to fund Loans of all Lenders other than such Lender until each Lender has outstanding Loans equal to its Pro Rata Share of all Loans (as a result of such assignment or otherwise). Such Lender shall not have recourse against the Borrower with respect to any amounts paid to the Administrative Agent or any Lender with respect to the preceding sentence; provided, that such Lender shall have full recourse against the Borrower to the extent of the amount of such Loans such Lender has been deemed to have made pursuant to the preceding sentence. Nothing herein 2.04 shall be deemed to relieve any Lender from its obligation to fulfill its Commitment make Term Loans hereunder or to prejudice any rights which the Borrower Borrowers may have against the any Lender as a result of any default failure by such Lender to make Term Loans hereunder.

Disbursement of Funds. (a) No later than 1:00 p.m. 2:00 P.M. (local time at the place of fundingPayment Office) on the date specified in each Notice of BorrowingBorrowing relating to Eurodollar Loans, and no later than 2:00 P.M. (local time at the Payment Office) on the date specified in each Notice of Borrowing relating to Prime Rate Loans, each Lender will make available its Pro Rata Share PRO RATA share of Loans, to fund the each Borrowing requested to be made on such date in Dollars, Euro or Sterling, as the case may be, manner provided below. All amounts shall be made available to the Administrative Agent in U.S. dollars and in immediately available funds, funds at the Payment Office (for the account of such non-U.S. office of the Administrative Agent as the Administrative Agent may direct in the case of Eurocurrency Loans) and the Administrative Agent promptly will make available to the Borrower by depositing to its account at its the Payment Office the aggregate of the amounts so made available by the Lenders not later than 2:00 p.m. (local time in the place type of payment)funds received. Unless the Administrative Agent shall have been notified by any Lender at least one Business Day prior to the date of Borrowing that such Lender does not intend to make available to the Administrative Agent such Lender’s its portion of the Borrowing or Borrowings to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing Borrowing, and the Administrative Agent may, but shall not be required toAgent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender on and the date of BorrowingAdministrative Agent has made available same to the Borrower, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s 's demand therefor, the Administrative Agent shall promptly notify the Borrower andBorrower, if so notified, and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover from such Lender or the Borrower Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to the rate for Base Rate Loans or Eurocurrency Loans, applicable to the Type of Loan to which such corresponding amount related, for the period in question; provided, however, that any interest (x) if paid to the Administrative Agent in respect of such corresponding amount shall be credited against interest payable by the Borrower to such Lender under Section 3.1 in respect of such corresponding amount. Any amount due hereunder to the Administrative Agent from any Lender which is not paid when due shall bear interest payable by such Lender, from the date due until the date paid, at the overnight Federal Funds Effective Rate or (y) if paid by the Borrower, the then applicable rate of interest, calculated in accordance with section 2.7, for the respective Loans (but without any requirement to pay any amounts in Dollars (and at the Administrative Agent’s cost of funds for amounts in Euros or Sterling or any other Alternative Currency) for the first three days after the date such amount is due and thereafter at the Federal Funds Rate (or such cost of funds rate) plus 1%, together with the Administrative Agent’s standard interbank processing fee. Further, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans, amounts due with respect to its Letters of Credit (or its participations therein) and any other amounts due to it hereunder first to the Administrative Agent to fund any outstanding Loans made available on behalf of such Lender by the Administrative Agent thereof pursuant to this Section 2.7 until such Loans have been funded (as a result of such assignment or otherwise) and then to fund Loans of all Lenders other than such Lender until each Lender has outstanding Loans equal to its Pro Rata Share of all Loans (as a result of such assignment or otherwisesection 2.10). Such Lender shall not have recourse against the Borrower with respect to any amounts paid to the Administrative Agent or any Lender with respect to the preceding sentence; provided, that such Lender shall have full recourse against the Borrower to the extent of the amount of such Loans such Lender has been deemed to have made pursuant to the preceding sentence. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment hereunder or to prejudice any rights which the Borrower may have against the Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. (a) No later than 1:00 p.m. (local time at the place of funding) 11:00 a.m. on the date specified in each Notice of Borrowing, each Lender with a Commitment under the respective Facility will make available its Pro Rata Share pro rata share of Loans, to fund the each Borrowing requested to be made on such date in Dollars, Euro or Sterling, as the case may be, manner provided below. All amounts shall be made available to the Administrative Agent in Dollars and in immediately available funds, funds at the Payment Office (for the account of such non-U.S. office of the Administrative Agent as the Administrative Agent may direct in the case of Eurocurrency Loans) Office, and the Administrative Agent promptly will make available to the Borrower by depositing to its account at its the Payment Office the aggregate of the amounts so made available by the Lenders not later than 2:00 p.m. (local time in the place type of payment)funds received. Unless the Administrative Agent shall have been notified by any Lender at least one Business Day prior to the date of Borrowing that such Lender does not intend to make available to the Administrative Agent such Lender’s its portion of the Borrowing or Borrowings to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing Borrowing, and the Administrative Agent may, but shall not be required toAgent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender on and the date of BorrowingAdministrative Agent has made available same to the Borrower, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify the Borrower andBorrower, if so notified, and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover from such Lender or the Borrower Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to the rate for Base Rate Loans or Eurocurrency Loans, applicable to the Type of Loan to which such corresponding amount related, for the period in question; provided, however, that any interest (x) if paid to the Administrative Agent in respect of such corresponding amount shall be credited against interest payable by the Borrower to such Lender under Section 3.1 in respect of such corresponding amount. Any amount due hereunder to the Administrative Agent from any Lender which is not paid when due shall bear interest payable by such Lender, from the date due until the date paid, at the overnight Federal Funds Effective Rate for amounts or (y) if paid by the Borrower, the then applicable rate of interest, calculated in Dollars (and at the Administrative Agent’s cost of funds for amounts in Euros or Sterling or any other Alternative Currency) accordance with Section 2.8, for the first three days after the date such amount is due and thereafter at the Federal Funds Rate (or such cost of funds rate) plus 1%, together with the Administrative Agent’s standard interbank processing fee. Further, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its respective Loans, amounts due with respect to its Letters of Credit (or its participations therein) and any other amounts due to it hereunder first to the Administrative Agent to fund any outstanding Loans made available on behalf of such Lender by the Administrative Agent pursuant to this Section 2.7 until such Loans have been funded (as a result of such assignment or otherwise) and then to fund Loans of all Lenders other than such Lender until each Lender has outstanding Loans equal to its Pro Rata Share of all Loans (as a result of such assignment or otherwise). Such Lender shall not have recourse against the Borrower with respect to any amounts paid to the Administrative Agent or any Lender with respect to the preceding sentence; provided, that such Lender shall have full recourse against the Borrower to the extent of the amount of such Loans such Lender has been deemed to have made pursuant to the preceding sentence. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment hereunder or to prejudice any rights which the Borrower may have against the Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. No Except as otherwise specifically provided in the immediately succeeding sentence, no later than 1:00 p.m. 12:00 Noon (local time at the place of fundingNew York time) on the date specified in each Notice of Borrowing, each Lender will make available its Pro Rata Share pro rata portion of Loans, to fund the each such Borrowing requested to be made on such date date. All such amounts shall be made available in Dollars, Euro or Sterling, as the case may be, Dollars and in immediately available funds, funds at the Payment Office (for the account of such non-U.S. office of the Administrative Agent as the Administrative Agent may direct in the case of Eurocurrency Loans) and the Administrative Agent will make available to the Borrower (prior to 1:00 p.m. (New York time) on such day to the extent of funds actually received by the Administrative Agent prior to 12:00 Noon (New York time) on such day) at its the Payment Office Office, in the account specified in the applicable Notice of Borrowing, the aggregate of the amounts so made available by the Lenders not later than 2:00 p.m. (local time in the place of payment)Lenders. Unless the Administrative Agent shall have been notified by any Lender at least one Business Day prior to the date of Borrowing that such Lender does not intend to make available to the Administrative Agent such Lender’s portion of the any Borrowing to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing and the Administrative Agent may, may (but shall not be required obligated to), in reliance upon such assumption, make available to the Borrower a corresponding amount. If the Administrative Agent makes such corresponding amount available to the Borrower but such corresponding amount is not in fact made available to the Administrative Agent by such Lender on the date of BorrowingLender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify the Borrower and, if so notified, and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall also be entitled to recover on demand from such Lender or the Borrower Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to the rate for Base Rate Loans or Eurocurrency Loans, applicable to the Type of Loan to which such corresponding amount related, for the period in question; provided, however, that any interest paid to the Administrative Agent in respect of such corresponding amount shall be credited against interest payable by the Borrower to such Lender under Section 3.1 in respect of such corresponding amount. Any amount due hereunder to the Administrative Agent (i) if recovered from any Lender which is not paid when due shall bear interest payable by such Lender, from the date due until the date paid, at the overnight Federal Funds Rate for amounts in Dollars (and at the Administrative Agent’s cost of funds for amounts in Euros or Sterling or any other Alternative Currency) for the first three days after the date such amount is due and thereafter at the Federal Funds Rate interest rate otherwise applicable to such Loans for each day thereafter and (or such cost ii) if recovered from the Borrower, at the rate of funds rate) plus 1%, together with the Administrative Agent’s standard interbank processing fee. Further, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans, amounts due with respect to its Letters of Credit (or its participations therein) and any other amounts due to it hereunder first applicable to the Administrative Agent to fund any outstanding Loans made available on behalf of such Lender by the Administrative Agent respective Borrowing, as determined pursuant to Section 2.07. Nothing in this Section 2.7 until such Loans have been funded (as a result of such assignment or otherwise) and then to fund Loans of all Lenders other than such Lender until each Lender has outstanding Loans equal to its Pro Rata Share of all Loans (as a result of such assignment or otherwise). Such Lender shall not have recourse against the Borrower with respect to any amounts paid to the Administrative Agent or any Lender with respect to the preceding sentence; provided, that such Lender shall have full recourse against the Borrower to the extent of the amount of such Loans such Lender has been deemed to have made pursuant to the preceding sentence. Nothing herein 2.04 shall be deemed to relieve any Lender from of its obligation to fulfill its Commitment make Loans hereunder or to prejudice any rights which the Borrower may have against the any Lender as a result of any default by such Lender Lender’s failure to make Loans hereunder.

Disbursement of Funds. No Except as otherwise specifically provided in the immediately succeeding sentence, no later than 1:00 p.m. 2:00 P.M. (local time at the place of fundingNew York time) on the date specified in each Notice of Borrowing, each Lender Bank will make available its Pro Rata Share PRO RATA portion of Loans, to fund the each such Borrowing requested to be made on such date date, in Dollars, Euro or Sterling, as the case may be, Dollars and in immediately available funds, funds at the Payment Office (for the account of such non-U.S. office of the Administrative Agent as the Administrative Agent may direct in the case of Eurocurrency Loans) Agent, and the Administrative Agent will make available to the Borrower at its Payment Office the aggregate of the amounts so made available by the Lenders not later than 2:00 p.m. (local time Banks available to the appropriate Borrower at the Payment Office or, if specified in the place Notice of payment)Borrowing, such Borrower's account with its Custodian in accordance with the wiring instructions provided in the Notice of Borrowing. Unless the Administrative Agent shall have been notified by any Lender at least one Business Day Bank prior to the date of Borrowing that such Lender Bank does not intend to make available to the Administrative Agent such Lender’s Bank's portion of the any Borrowing to be made on such date, the Administrative Agent may assume that such Lender Bank has made such amount available to the Administrative Agent on such date of Borrowing and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the respective Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender on the date of BorrowingBank, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such LenderBank. If such Lender Bank does not pay such corresponding amount forthwith upon the Administrative Agent’s 's demand therefor, the Administrative Agent shall promptly notify the respective Borrower andor Borrowers, if so notified, the and such Borrower shall immediately pay (from the assets of such Borrower or Borrowers) such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover on demand from such Bank or the Borrower respective Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the such Borrower to or Borrowers until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such Bank, at the overnight Federal Funds Rate and (ii) if recovered from the respective Borrower, the rate for Base Rate Loans or Eurocurrency Loans, of interest applicable to the Type of Loan to which such corresponding amount relatedrespective Borrowing, for the period in question; provided, however, that any interest paid to the Administrative Agent in respect of such corresponding amount shall be credited against interest payable by the Borrower to such Lender under Section 3.1 in respect of such corresponding amount. Any amount due hereunder to the Administrative Agent from any Lender which is not paid when due shall bear interest payable by such Lender, from the date due until the date paid, at the Federal Funds Rate for amounts in Dollars (and at the Administrative Agent’s cost of funds for amounts in Euros or Sterling or any other Alternative Currency) for the first three days after the date such amount is due and thereafter at the Federal Funds Rate (or such cost of funds rate) plus 1%, together with the Administrative Agent’s standard interbank processing fee. Further, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans, amounts due with respect to its Letters of Credit (or its participations therein) and any other amounts due to it hereunder first to the Administrative Agent to fund any outstanding Loans made available on behalf of such Lender by the Administrative Agent as determined pursuant to Section 1.08. Nothing in this Section 2.7 until such Loans have been funded (as a result of such assignment or otherwise) and then to fund Loans of all Lenders other than such Lender until each Lender has outstanding Loans equal to its Pro Rata Share of all Loans (as a result of such assignment or otherwise). Such Lender shall not have recourse against the Borrower with respect to any amounts paid to the Administrative Agent or any Lender with respect to the preceding sentence; provided, that such Lender shall have full recourse against the Borrower to the extent of the amount of such Loans such Lender has been deemed to have made pursuant to the preceding sentence. Nothing herein 1.04 shall be deemed to relieve any Lender Bank from its obligation to fulfill its Commitment make Loans hereunder or to prejudice any rights which the any Borrower may have against the Lender any Bank as a result of any default failure by such Lender Bank to make Loans hereunder.

Disbursement of Funds. No later than 1:00 p.m. (local time at the place of fundinga) on the date specified in each Notice of Borrowing, each Lender will make available its Pro Rata Share of Loans, to fund the Borrowing requested to be made on such date in Dollars, Euro or Sterling, as the case may be, and in immediately available funds, at the Payment Office (for the account of such non-U.S. office of the Administrative Agent as the Administrative Agent may direct in the case of Eurocurrency Loans) and the Administrative Agent will make available to the Borrower at its Payment Office the aggregate of the amounts so made available by the Lenders not later than 2:00 p.m. (local time in the place of payment). Unless the Administrative Domestic Agent shall have been notified by any Lender at least one Business Day prior to the date of a Borrowing that such Lender does not intend to make available to the Administrative Domestic Agent such Lender’s portion of the Borrowing to be made on such date, the Administrative Domestic Agent may assume that such Lender has made such amount available to the Administrative such Domestic Agent on such date of Borrowing and the Administrative such Domestic Agent may, but shall not be required to, in reliance upon such assumption, may make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Domestic Agent by such Lender on the date of Borrowing, the Administrative Domestic Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest at a rate per annum equal to the daily average Federal Funds Rate during such period as determined by the Domestic Agent (plus the cost of maintaining any required reserves or deposit insurance and of any fees, penalties, overdraft charges or other costs or expenses incurred by the Domestic Agent as a result of such Lender’s failure to deliver funds hereunder) of carrying such amount. If such Lender does not pay such corresponding amount forthwith upon the Administrative Domestic Agent’s demand therefor, the Administrative Domestic Agent shall promptly notify the Borrower andBorrower, if so notified, the and Borrower shall immediately pay such corresponding amount to the Administrative Domestic Agent. The Administrative Agent shall also be entitled to recover from the Borrower interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to the rate for Base Rate Loans or Eurocurrency Loans, applicable to the Type of Loan to which such corresponding amount related, for the period in question; provided, however, that any interest paid to the Administrative Agent in respect of such corresponding amount shall be credited against interest payable by the Borrower to such Lender under Section 3.1 in respect of such corresponding amount. Any amount due hereunder to the Administrative Agent from any Lender which is not paid when due shall bear interest payable by such Lender, from the date due until the date paid, at the Federal Funds Rate for amounts in Dollars (and at the Administrative Agent’s cost of funds for amounts in Euros or Sterling or any other Alternative Currency) for the first three days after the date such amount is due and thereafter at the Federal Funds Rate (or such cost of funds rate) plus 1%, together with interest at the Administrative Agent’s standard interbank processing fee. Further, rate specified for the Borrowing which includes such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans, amounts due with respect to its Letters of Credit (or its participations therein) and any other amounts due to it hereunder first to the Administrative Agent to fund any outstanding Loans made available on behalf of such Lender by the Administrative Agent pursuant to this Section 2.7 until such Loans have been funded (as a result of such assignment or otherwise) and then to fund Loans of all Lenders other than such Lender until each Lender has outstanding Loans equal to its Pro Rata Share of all Loans (as a result of such assignment or otherwise). Such Lender shall not have recourse against the Borrower with respect to any amounts paid to the Administrative Agent or any Lender with respect to the preceding sentence; provided, that such Lender shall have full recourse against the Borrower to the extent of the amount of such Loans such Lender has been deemed to have made pursuant to the preceding sentencepaid. Nothing herein in this subsection shall be deemed to relieve any Lender from its obligation to fulfill fund its Commitment Commitments hereunder or to prejudice any rights which the Borrower may have against the any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. No later than 1:00 p.m. P.M. (local time at the place of fundingNew York time) on the date specified in each Notice of BorrowingBorrowing (or (x) in the case of Swingline Loans, no later than 12:00 Noon. (New York City time) on the date specified pursuant to Section 2.03(b)(i) or (y) in the case of Mandatory U.S. RL Borrowings, no later than 1:00 P.M. (New York City time) on the date specified in Section 2.01(g)), each Lender with a Commitment of the respective Tranche will make available its Pro Rata Share pro rata portion (determined in accordance with Section 2.07 or, if then applicable, its Other Allocable Share) of Loans, to fund the each such Borrowing requested to be made on such date (or in Dollarsthe case of Swingline Loans, Euro the Swingline Lender will make available the full amount thereof). All such amounts will be made available in U.S. Dollars (in the case of Dollar Denominated Loans) or Sterlingin Canadian Dollars (in the case of Canadian Dollar Denominated Loans), as the case may be, and in immediately available funds, funds at the Payment Office (for the account of such non-U.S. office of Office, and the Administrative Agent as the Administrative Agent may direct will, except in the case of Eurocurrency Loans) and the Administrative Agent will U.S. Borrower Revolving Loans made pursuant to a Mandatory U.S. RL Borrowing, make available to the relevant Borrower at its the Payment Office the aggregate of the amounts so made available by the Lenders not later than 2:00 p.m. (local time in the place of payment)Lenders. Unless the Administrative Agent shall have been notified by any Lender at least one Business Day prior to the date of Borrowing that such Lender does not intend to make available to the Administrative Agent such Lender’s portion of the any Borrowing to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing and the Administrative Agent may, may (but shall not be required obligated to), in reliance upon such assumption, make available to the relevant Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender on the date of BorrowingLender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify the relevant Borrower and, if so notified, and the relevant Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall also be entitled to recover on demand from such Lender or the U.S. Borrower or the Canadian Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the relevant Borrower to until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such Lender, the rate for Base overnight Federal Funds Rate Loans or Eurocurrency (or, in the case of Canadian Dollar Denominated Loans, applicable to the Type of Loan to which such corresponding amount related, for the period in question; provided, however, that any interest paid cost to the Administrative Agent of acquiring overnight funds in respect of such corresponding amount shall be credited against interest payable by the Borrower to such Lender under Section 3.1 in respect of such corresponding amount. Any amount due hereunder to the Administrative Agent from any Lender which is not paid when due shall bear interest payable by such Lender, from the date due until the date paid, at the Federal Funds Rate for amounts in Dollars (and at the Administrative Agent’s cost of funds for amounts in Euros or Sterling or any other Alternative CurrencyCanadian Dollars) for the first three days after the date such amount is due and thereafter at the Federal Funds Rate interest rate otherwise applicable to such Loans for each day thereafter and (or such cost ii) if recovered from the relevant Borrower, the rate of funds rate) plus 1%, together with the Administrative Agent’s standard interbank processing fee. Further, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans, amounts due with respect to its Letters of Credit (or its participations therein) and any other amounts due to it hereunder first applicable to the Administrative Agent to fund any outstanding Loans made available on behalf of such Lender by the Administrative Agent respective Borrowing, as determined pursuant to Section 2.08. Nothing in this Section 2.7 until such Loans have been funded (as a result of such assignment or otherwise) and then to fund Loans of all Lenders other than such Lender until each Lender has outstanding Loans equal to its Pro Rata Share of all Loans (as a result of such assignment or otherwise). Such Lender shall not have recourse against the Borrower with respect to any amounts paid to the Administrative Agent or any Lender with respect to the preceding sentence; provided, that such Lender shall have full recourse against the Borrower to the extent of the amount of such Loans such Lender has been deemed to have made pursuant to the preceding sentence. Nothing herein 2.04 shall be deemed to relieve any Lender from its obligation to fulfill its Commitment make Loans hereunder or to prejudice any rights which the relevant Borrower may have against the any Lender as a result of any default failure by such Lender to make Loans hereunder.

Disbursement of Funds. (a) No later than 1:00 p.m. P.M. (local time at the place of fundingNew York time) on the date specified in each Notice of Borrowing, each Lender Bank with a Commitment under the respective Facility will make available its Pro Rata Share pro rata share, if any, of Loans, to fund the each Borrowing requested to be made on such date in Dollars, Euro or Sterling, as the case may be, manner provided below. All amounts shall be made available to the Administrative Agent in U.S. Dollars and in immediately available funds, funds at the Payment Office (for the account of such non-U.S. office of the Administrative Agent as the Administrative Agent may direct in the case of Eurocurrency Loans) and the Administrative Agent promptly will make available to the Borrower by depositing to its account at its the Payment Office (or at such other office or account as the Borrower shall request and the Administrative Agent shall agree) the aggregate of the amounts so made available by the Lenders not later than 2:00 p.m. (local time in the place type of payment)funds received. Unless the Administrative Agent shall have been notified by any Lender at least one Business Day Bank prior to the date of Borrowing that such Lender Bank does not intend to make available to the Administrative Agent such Lender’s its portion of the Borrowing or Borrowings to be made on such date, the Administrative Agent may assume that such Lender Bank has made such amount available to the Administrative Agent on such date of Borrowing Borrowing, and the Administrative Agent may, but shall not be required toAgent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender on Bank and the date of BorrowingAdministrative Agent has made available same to the Borrower, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such LenderBank. If such Lender Bank does not pay such corresponding amount forthwith upon the Administrative Agent’s 's demand therefor, the Administrative Agent shall promptly notify the Borrower andBorrower, if so notified, and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover from such Bank or the Borrower Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (x) if paid by such Bank, the overnight Federal Funds Rate or (y) if paid by the Borrower, the then applicable rate for Base Rate Loans or Eurocurrency Loansof interest, applicable to the Type of Loan to which such corresponding amount relatedcalculated in accordance with Section 1.08, for the period in question; provided, however, that any interest paid to the Administrative Agent in respect of such corresponding amount shall be credited against interest payable by the Borrower to such Lender under Section 3.1 in respect of such corresponding amount. Any amount due hereunder to the Administrative Agent from any Lender which is not paid when due shall bear interest payable by such Lender, from the date due until the date paid, at the Federal Funds Rate for amounts in Dollars (and at the Administrative Agent’s cost of funds for amounts in Euros or Sterling or any other Alternative Currency) for the first three days after the date such amount is due and thereafter at the Federal Funds Rate (or such cost of funds rate) plus 1%, together with the Administrative Agent’s standard interbank processing fee. Further, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its respective Loans, amounts due with respect to its Letters of Credit (or its participations therein) and any other amounts due to it hereunder first to the Administrative Agent to fund any outstanding Loans made available on behalf of such Lender by the Administrative Agent pursuant to this Section 2.7 until such Loans have been funded (as a result of such assignment or otherwise) and then to fund Loans of all Lenders other than such Lender until each Lender has outstanding Loans equal to its Pro Rata Share of all Loans (as a result of such assignment or otherwise). Such Lender shall not have recourse against the Borrower with respect to any amounts paid to the Administrative Agent or any Lender with respect to the preceding sentence; provided, that such Lender shall have full recourse against the Borrower to the extent of the amount of such Loans such Lender has been deemed to have made pursuant to the preceding sentence. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment hereunder or to prejudice any rights which the Borrower may have against the Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. No later than 1:00 12:00 p.m. (local time at the place of the applicable Borrower receives funding) on the date specified in each Notice of BorrowingBorrowing (3:30 p.m. local time at the place of funding in the case of Swing Line Loans), each applicable Lender will make available its Pro Rata Share of Loans, to fund of the Borrowing requested to be made on such date in Dollars, Euro or Sterling, as the case may be, Applicable Currency and in immediately available funds, at the Payment Office (for the account of such non-U.S. office of the Administrative Agent as the Administrative Agent may direct in the case of Eurocurrency Loans) and the Administrative Agent will make available to the applicable Borrower at its Payment Office the aggregate of the amounts so made available by the Lenders not later than 2:00 p.m. (local time in the place of payment), or in the case of Swing Line Loans, 4:30 p.m. (local time in the place of payment). Unless the Administrative Agent shall have been notified by any Lender at least one (1) Business Day prior to the date of Borrowing that such Lender does not intend to make available to the Administrative Agent such Lender’s portion of the Borrowing to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the applicable Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender on the date of Borrowing, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify the applicable Borrower and, if so notified, the applicable Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover from the applicable Borrower interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the applicable Borrower to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to the rate for Base Rate Loans or Eurocurrency Loans, as the case may be, applicable to the Type of Loan to which such corresponding amount related, for during the period in question; provided, however, that any interest paid to the Administrative Agent in respect of such corresponding amount shall be credited against interest payable by the Borrower to such Lender under Section 3.1 in respect of such corresponding amount. Any amount due hereunder to the Administrative Agent from any Lender which is not paid when due shall bear interest payable by such Lender, from the date due until the date paid, at the Federal Funds Rate for amounts in Dollars (and and, at the Administrative Agent’s cost of funds for amounts in Euros or Sterling or any other Alternative Currency) for the first three days after the date such amount is due and thereafter at the Federal Funds Rate (or such cost of funds rate) plus 1%, together with the Administrative Agent’s standard interbank processing fee. Further, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans, amounts due with respect to its Letters of Credit (or its participations therein) and any other amounts due to it hereunder first to the Administrative Agent to fund any outstanding Loans made available on behalf of such Lender by the Administrative Agent pursuant to this Section 2.7 until such Loans have been funded (as a result of such assignment or otherwise) and then to fund Loans of all Lenders other than such Lender until each Lender has outstanding Loans equal to its Pro Rata Share of all Loans (as a result of such assignment or otherwise). Such Lender shall not have recourse against the such Borrower with respect to any amounts paid to the Administrative Agent or any Lender with respect to the preceding sentence; provided, that provided that, such Lender shall have full recourse against the such Borrower to the extent of the amount of such Loans such Lender it has so been deemed to have made pursuant to the preceding sentencemade. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment hereunder or to prejudice any rights which the such Borrower may have against the Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. No later than 1:00 p.m. 11:00 a.m. (local time at the place of fundingNew York time) on the date specified in each the Notice of Borrowing, each Lender will make available its Pro Rata Share Percentage of Loans, to fund the Borrowing requested to Borrowing. All such amounts will be made on such date available in Dollars, Euro or Sterling, as the case may be, Dollars and in immediately available funds, funds at the Payment Office (for the account of such non-U.S. office of the Administrative Agent as the Administrative Agent may direct in the case of Eurocurrency Loans) and the Administrative Agent will make available to the Borrower Borrowers (prior to 1:00 p.m. (New York time) to the extent of funds actually received by the Administrative Agent prior to 11:00 a.m. (New York time) on such day) at its the Payment Office Office, in the accounts specified in the Notice of Borrowing, the aggregate of the amounts so made available by the Lenders not later than 2:00 p.m. (local time in the place of payment)Lenders. Unless the Administrative Agent shall have been notified by any Lender at least one Business Day prior to the date of the Borrowing that such Lender does not intend to make available to the Administrative Agent such Lender’s portion of the Borrowing to be made on such dateBorrowing, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such the date of the Borrowing and the Administrative Agent may, may in its sole discretion (but shall not not, for the avoidance of doubt, be required obligated to), in reliance upon such assumption, make available to the Borrower Borrowers a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender on and such amount is advanced to the date of BorrowingBorrowers by the Administrative Agent, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify the Borrower and, if so notified, Borrowers and the Borrower Borrowers shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall also be entitled to recover on demand from such Lender or the Borrower Borrowers, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to Borrowers until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to the rate for Base Rate Loans or Eurocurrency Loans, applicable to the Type of Loan to which such corresponding amount related, for the period in question; provided, however, that any interest paid to the Administrative Agent in respect of such corresponding amount shall be credited against interest payable by the Borrower to such Lender under Section 3.1 in respect of such corresponding amount. Any amount due hereunder to the Administrative Agent (i) if recovered from any Lender which is not paid when due shall bear interest payable by such Lender, from the date due until the date paid, at the overnight Federal Funds Rate for amounts in Dollars (and at the Administrative Agent’s cost of funds for amounts in Euros or Sterling or any other Alternative Currency) for the first three days after the date such amount is due and thereafter at the Federal Funds Rate interest rate otherwise applicable to such Loans for each day thereafter and (or such cost ii) if recovered from the Borrowers, the rate of funds rate) plus 1%, together with the Administrative Agent’s standard interbank processing fee. Further, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans, amounts due with respect to its Letters of Credit (or its participations therein) and any other amounts due to it hereunder first applicable to the Administrative Agent to fund any outstanding Loans made available on behalf of such Lender by the Administrative Agent Borrowing, as determined pursuant to Section 2.06. Nothing in this Section 2.7 until such Loans have been funded (as a result of such assignment or otherwise) and then to fund Loans of all Lenders other than such Lender until each Lender has outstanding Loans equal to its Pro Rata Share of all Loans (as a result of such assignment or otherwise). Such Lender shall not have recourse against the Borrower with respect to any amounts paid to the Administrative Agent or any Lender with respect to the preceding sentence; provided, that such Lender shall have full recourse against the Borrower to the extent of the amount of such Loans such Lender has been deemed to have made pursuant to the preceding sentence. Nothing herein 2.03 shall be deemed to relieve any Lender from its obligation to fulfill its Commitment make Loans hereunder or to prejudice any rights which the Borrower Borrowers may have against the any Lender as a result of any default failure by such Lender to make Loans hereunder.

Disbursement of Funds. No later than 1:00 p.m. (local time at Subject to the place of funding) terms and conditions hereof, on the date specified in each Notice of BorrowingBorrowing Request, each Lender will make available through such Lender’s Applicable Lending Office its Pro Rata Share pro rata portion (if any) of Loans, to fund the Borrowing aggregate amount of each Tranche of Construction Loans or Revolving Loans requested to be made on such date date, in Dollarseach case, Euro or Sterling, as the case may be, by wire transfer in Dollars and in immediately available fundsfunds to the AA Disbursement Account, at the Payment Office (for the account of such non-U.S. office of the Administrative Agent as the Administrative Agent may direct in the case of Eurocurrency Loans) and the Administrative Agent will make available to the Borrower at its Payment Office deposit the aggregate of the amounts so made available by the Lenders not later than 2:00 p.m. (local time in accordance with the place of payment)Borrowing Request and the Accounts Agreement. Unless the Administrative Agent shall have has been notified by any Lender at least one Business Day prior to the applicable date of the Borrowing that such Lender does not intend to make available to the Administrative Agent such Lender’s pro rata portion of the Borrowing to be made of any Tranche of Construction Loans or Revolving Loans on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing date, and the Administrative Agent may, may (but shall not be required have no obligation to), in reliance upon such assumption, make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender on the date of BorrowingLender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such LenderLender on demand. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify the Borrower andBorrower, if so notified, and the Borrower shall immediately be required to pay such corresponding amount to the Administrative Agent forthwith upon the Administrative Agent’s demand therefor. The Administrative Agent shall also be entitled to recover on demand from such Lender or the Borrower Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (a) if such amount is recovered from such Lender, the rate for Base Rate Loans or Eurocurrency Loans, applicable to the Type of Loan to which such corresponding amount related, for the period in question; provided, however, that any interest paid cost to the Administrative Agent in respect of acquiring overnight federal funds at the then applicable rate and (b) if such corresponding amount shall be credited against is recovered from the Borrower, the then applicable rate of interest payable by for the Borrower to relevant Loans provided for herein. If such Lender under Section 3.1 in respect of such corresponding amount. Any amount due hereunder shall repay to the Administrative Agent from any Lender which is not paid when due such corresponding amount, such amount shall bear interest payable by constitute such Lender’s Loan as part of such Borrowing for purposes of this Credit Agreement, from and the date due until the date paid, at the Federal Funds Rate for amounts in Dollars (and at the Administrative AgentBorrower’s cost of funds for amounts in Euros or Sterling or any other Alternative Currency) for the first three days after the date such amount is due and thereafter at the Federal Funds Rate (or such cost of funds rate) plus 1%, together with the Administrative Agent’s standard interbank processing fee. Further, such Lender shall be deemed obligation to have assigned any and all payments made of principal and interest on its Loans, amounts due with respect to its Letters of Credit (or its participations therein) and any other amounts due to it hereunder first to repay the Administrative Agent to fund any outstanding Loans made available on behalf of such Lender by the Administrative Agent corresponding amount pursuant to this Section 2.7 until such Loans have been funded (as a result of such assignment or otherwise) and then to fund Loans of all Lenders other than such Lender until each Lender has outstanding Loans equal to its Pro Rata Share of all Loans (as a result of such assignment or otherwise). Such Lender 3.3 shall not have recourse against the Borrower with respect to any amounts paid to the Administrative Agent or any Lender with respect to the preceding sentence; provided, that such Lender shall have full recourse against the Borrower to the extent of the amount of such Loans such Lender has been deemed to have made pursuant to the preceding sentencecease. Nothing herein in this Section 3.3 shall be deemed to relieve any Lender from its obligation to fulfill its Commitment make any Loan hereunder or to prejudice any rights which the Borrower may have against the any Lender as a result of any default failure by such Lender to make Loans hereunder. This Section 3.3 shall not apply to Borrowings of Term Loans or LC Loans.

Disbursement of Funds. No later than 1:00 12:00 p.m. (local time at the place of fundingLondon time) on the date specified in each Notice of Borrowing, each Lender will make available its Pro Rata Share of Loans, to fund the Borrowing Bridge Loans requested to be made on such date in Dollars, Euro or Sterling, as the case may be, and in immediately available funds, at the Payment Office (for the account of such non-U.S. office of the Administrative Agent as the Administrative Agent may direct in the case of Eurocurrency Loans) and the Administrative Agent will make available to the Borrower Company at its Payment Office the aggregate of the amounts so made available by the Lenders not later than 2:00 p.m. (local time in the place of paymentLondon time). Unless the Administrative Agent shall have been notified by any Lender at least one Business Day prior to the date of Borrowing that such Lender does not intend to make available to the Administrative Agent such Lender’s portion of the Borrowing Bridge Loans to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the Borrower Company a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender on the date of Borrowing, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify the Borrower Company and, if so notified, the Borrower Company shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover from the Borrower Company interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower Company to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to the rate for Base Rate Eurocurrency Loans or Eurocurrency Loans, applicable to the Type of Loan to which such corresponding amount related, for during the period in question; provided, however, that any interest paid to the Administrative Agent in respect of such corresponding amount shall be credited against interest payable by the Borrower Company to such Lender under Section 3.1 in respect of such corresponding amount. Any amount due hereunder to the Administrative Agent from any Lender which is not paid when due shall bear interest payable by such Lender, from the date due until the date paid, at the Federal Funds Rate for amounts in Dollars (and at the Administrative Agent’s cost of funds for amounts in Euros or Sterling or any other Alternative Currency) for the first three days after the date such amount is due and thereafter at the Federal Funds Rate (or such cost of funds rate) rate plus 1%, together with the Administrative Agent’s standard interbank processing fee. Further, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans, amounts due with respect to its Letters of Credit (or its participations therein) Loans and any other amounts due to it hereunder first to the Administrative Agent to fund any outstanding Loans made available on behalf of such Lender by the Administrative Agent pursuant to this Section 2.7 until such Loans have been funded (as a result of such assignment or otherwise) and then to fund Loans of all Lenders other than such Lender until each Lender has outstanding Loans equal to its Pro Rata Share of all Loans (as a result of such assignment or otherwise). Such Lender shall not have recourse against the Borrower Company with respect to any amounts paid to the Administrative Agent or any Lender with respect to the preceding sentence; provided, provided that such Lender shall have full recourse against the Borrower Company to the extent of the amount of such Loans such Lender it has so been deemed to have made pursuant to the preceding sentencemade. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment hereunder or to prejudice any rights which the Borrower Company may have against the Lender as a result of any failure to fund or other default by such Lender hereunder.

Disbursement of Funds. No later than 1:00 12:00 p.m. (New York City time or, as applicable, local time at in the place of fundingfinancial center for the applicable Alternative Currency (with respect to Loans denominated in an Alternative Currency)) on the date specified in each Notice of BorrowingBorrowing (3:30 p.m. New York City time in the case of Swing Line Loans), each Lender will make available its Pro Rata Share of Loans, to fund Loans of the Borrowing requested to be made on such date in Dollars, Euro or Sterling, as the case may be, Applicable Currency and in immediately available funds, at the Payment Office (for the account of such non-U.S. office of the Administrative Agent as the Administrative Agent may direct in the case of Eurocurrency Loans) and the Administrative Agent will make available to the Borrower Company at its Payment Office the aggregate of the amounts so made available by the Lenders not later than 2:00 p.m. (New York City time or, as applicable, local time in the place financial center for the applicable Alternative Currency (with respect to Loans denominated in an Alternative Currency)), or in the case of paymentSwing Line Loans, 3:30 p.m. (New York City time). Unless the Administrative Agent shall have been notified by any Lender at least one Business Day prior to the date of Borrowing that such Lender does not intend to make available to the Administrative Agent such Lender’s portion of the Borrowing to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the Borrower Company a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender on the date of Borrowing, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify the Borrower Company and, if so notified, the Borrower Company shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover from the Borrower Company interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower Company to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to the rate for Base Rate Loans or Eurocurrency Loans, as the case may be, applicable to the Type of Loan to which such corresponding amount related, for during the period in question; provided, however, that any interest paid to the Administrative Agent in respect of such corresponding amount shall be credited against interest payable by the Borrower Company to such Lender under Section 3.1 in respect of such corresponding amount. Any amount due hereunder to the Administrative Agent from any Lender which is not paid when due shall bear interest payable by such Lender, from the date due until the date paid, at the Federal Funds Rate for amounts in Dollars (and or at the Administrative Agent’s cost of funds for amounts in Euros or Sterling or any other Alternative Currency) for the first three days after the date such amount is due and thereafter at the Federal Funds Rate (or such cost of funds rate) plus 1%, together with the Administrative Agent’s standard interbank processing fee. Further, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans, amounts due with respect to its Letters of Credit (or its participations therein) and any other amounts due to it hereunder first to the Administrative Agent to fund any outstanding Loans made available on behalf of such Lender by the Administrative Agent pursuant to this Section 2.7 until such Loans have been funded (as a result of such assignment or otherwise) and then to fund Loans of all Lenders other than such Lender until each Lender has outstanding Loans equal to its Pro Rata Share of all Loans (as a result of such assignment or otherwise). Such Lender shall not have recourse against the Borrower Company with respect to any amounts paid to the Administrative Agent or any Lender with respect to the preceding sentence; provided, provided that such Lender shall have full recourse against the Borrower Company to the extent of the amount of such Loans such Lender it has so been deemed to have made pursuant to the preceding sentencemade. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment hereunder or to prejudice any rights which the Borrower Company may have against the Lender as a result of any failure to fund or other default by such Lender hereunder.

Disbursement of Funds. No later than 1:00 p.m. P.M. (local time at the place of fundingNew York City time) on the date specified in each Notice of Borrowing, each Lender will make available its Pro Rata Share pro rata portion (determined in accordance with Section 2.07) of Loans, to fund the Borrowing requested to be made on such date date. All such amounts will be made available in Dollars, Euro or Sterling, as the case may be, Dollars and in immediately available funds, funds at the Payment Office (for the account of such non-U.S. office of the Administrative Agent as the Administrative Agent may direct in the case of Eurocurrency Loans) Office, and the Administrative Agent will make available to the Borrower at its the Payment Office Office, or to such other account or accounts as the Borrower may specify in writing to the Administrative Agent, the aggregate of the amounts so made available by the Lenders not later than 2:00 p.m. (local time in the place of payment)Lenders. Unless the Administrative Agent shall have been notified by any Lender at least one Business Day prior to the date of any such Borrowing that such Lender does not intend to make available to the Administrative Agent such Lender’s portion of the Borrowing to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such the date of any such Borrowing and the Administrative Agent may, may (but shall not be required obligated to), in reliance upon such assumption, make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender on the date of BorrowingLender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify the Borrower andBorrower, if so notified, and the Borrower shall immediately pay repay such corresponding amount to the Administrative AgentAgent within three Business Days. The Administrative Agent also shall also be entitled to recover on demand from such Lender or the Borrower Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to the rate for Base Rate Loans or Eurocurrency Loans, applicable to the Type of Loan to which such corresponding amount related, for the period in question; provided, however, that any interest paid to the Administrative Agent in respect of such corresponding amount shall be credited against interest payable by the Borrower to such Lender under Section 3.1 in respect of such corresponding amount. Any amount due hereunder to the Administrative Agent (i) if recovered from any Lender which is not paid when due shall bear interest payable by such Lender, from the date due until the date paid, at the overnight Federal Funds Effective Rate for amounts in Dollars (and at the Administrative Agent’s cost of funds for amounts in Euros or Sterling or any other Alternative Currency) for the first three days after the date such amount is due and thereafter at the Federal Funds Rate interest rate otherwise applicable to such Loans for each day thereafter and (or such cost ii) if recovered from the Borrower, the rate of funds rate) plus 1%, together with the Administrative Agent’s standard interbank processing fee. Further, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans, amounts due with respect to its Letters of Credit (or its participations therein) and any other amounts due to it hereunder first applicable to the Administrative Agent to fund any outstanding Loans made available on behalf of such Lender by the Administrative Agent respective Borrowing, as determined pursuant to Section 2.08. Nothing in this Section 2.7 until such Loans have been funded (as a result of such assignment or otherwise) and then to fund Loans of all Lenders other than such Lender until each Lender has outstanding Loans equal to its Pro Rata Share of all Loans (as a result of such assignment or otherwise). Such Lender shall not have recourse against the Borrower with respect to any amounts paid to the Administrative Agent or any Lender with respect to the preceding sentence; provided, that such Lender shall have full recourse against the Borrower to the extent of the amount of such Loans such Lender has been deemed to have made pursuant to the preceding sentence. Nothing herein 2.04 shall be deemed to relieve any Lender from its obligation to fulfill its Commitment make Loans hereunder or to prejudice any rights which the Borrower may have against the any Lender as a result of any default failure by such Lender to make Loans hereunder.

Disbursement of Funds. (a) No later than 1:00 p.m. 12:00 Noon (local time at New York time) (or 3:00 P.M. (New York time) in the place case of funding(x) a Borrowing of Base Rate Loans for which a Notice of Borrowing was given on the date of such Borrowing and (y) a Competitive Bid Borrowing) on the date specified in each Notice of Borrowing or Notice of Competitive Bid Borrowing, each Lender will make available its Pro Rata Share pro rata share, if any, of Loans, to fund the such Borrowing requested to be made on such date date. All such amounts shall be made available to the Administrative Agent in Dollars, Euro or Sterling, as the case may be, and in immediately available funds, funds at the Payment Office (for the account of such non-U.S. office of the Administrative Agent as the Administrative Agent may direct in the case of Eurocurrency Loans) and the Administrative Agent promptly will make available to the applicable Borrower by depositing to the account designated by such Borrower, which account shall be at its an institution in the same city as the respective Payment Office Office, the aggregate of the amounts so made available by the Lenders not later than 2:00 p.m. (local time in the place type of payment)funds received. Unless the Administrative Agent shall have been notified by any Lender at least one Business Day participating in a Borrowing prior to the date of such Borrowing that such Lender does not intend to make available to the Administrative Agent such Lender’s its portion of the Borrowing or Borrowings to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing Borrowing, and the Administrative Agent may, but shall not be required toAgent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the applicable Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender on and the date of BorrowingAdministrative Agent has made available same to the applicable Borrower, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s 's demand therefor, the Administrative Agent shall promptly notify the Borrower andapplicable Borrower, if so notified, the and such Borrower shall immediately pay such corresponding amount to the Administrative AgentAgent within three Business Days of receipt of such notice unless previously paid by such Lender. The Administrative Agent shall also be entitled to recover on demand from such Lender or such Borrower, as the Borrower case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the such Borrower to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to the rate for Base Rate Loans or Eurocurrency Loans, applicable to the Type of Loan to which such corresponding amount related, for the period in question; provided, however, that any interest (x) if paid to the Administrative Agent in respect of such corresponding amount shall be credited against interest payable by the Borrower to such Lender under Section 3.1 in respect of such corresponding amount. Any amount due hereunder to the Administrative Agent from any Lender which is not paid when due shall bear interest payable by such Lender, from the date due until the date paid, at the overnight Federal Funds Effective Rate for amounts or (y) if paid by such Borrower, the then applicable rate of interest, calculated in Dollars (and at the Administrative Agent’s cost of funds for amounts in Euros or Sterling or any other Alternative Currency) accordance with Section 1.09, for the first three days after the date such amount is due and thereafter at the Federal Funds Rate (or such cost of funds rate) plus 1%, together with the Administrative Agent’s standard interbank processing fee. Further, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its respective Loans, amounts due with respect to its Letters of Credit (or its participations therein) and any other amounts due to it hereunder first to the Administrative Agent to fund any outstanding Loans made available on behalf of such Lender by the Administrative Agent pursuant to this Section 2.7 until such Loans have been funded (as a result of such assignment or otherwise) and then to fund Loans of all Lenders other than such Lender until each Lender has outstanding Loans equal to its Pro Rata Share of all Loans (as a result of such assignment or otherwise). Such Lender shall not have recourse against the Borrower with respect to any amounts paid to the Administrative Agent or any Lender with respect to the preceding sentence; provided, that such Lender shall have full recourse against the Borrower to the extent of the amount of such Loans such Lender has been deemed to have made pursuant to the preceding sentence. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment hereunder or to prejudice any rights which the Borrower may have against the Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. (a) No later than 1:00 p.m. P.M. (local time at the place of fundingNew York City time) on the date specified in each Notice of Borrowing, each Lender with a Commitment of the relevant Tranche will make available its Pro Rata Share pro rata portion (determined in accordance with Section 2.07) of Loans, to fund the each such Borrowing requested to be made on such date date. All such amounts will be made available in Dollars, Euro or Sterling, as the case may be, U.S. Dollars and in immediately available funds, funds at the Payment Office (for the account of such non-U.S. office of the Administrative Agent as the Administrative Agent may direct in the case of Eurocurrency Loans) Notice Office, and the Administrative Agent will make available all funds so received by it in like funds as received by the Administrative Agent by wire transfer of such funds to the account designated in writing by Lead Borrower at its Payment Office the aggregate (including in any Notice of the amounts so made available by the Lenders not later than 2:00 p.m. (local Borrowing) from time in the place of payment)to time. Unless the Administrative Agent shall have been notified by any Lender at least one Business Day prior to the date of any Borrowing that such Lender does not intend to make available to the Administrative Agent such LenderXxxxxx’s portion of the any Borrowing to be made on such date, the Administrative Agent may assume that such Lender Xxxxxx has made such amount available to the Administrative Agent on such date of Borrowing and the Administrative Agent may, may (but shall not be required obligated to), in reliance upon such assumption, make available to the Borrower Borrowers a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender on the date of BorrowingLender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify Lead Borrower and the Borrower and, if so notified, the Borrower Borrowers shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall also be entitled to recover on demand from such Lender or the Borrower Borrowers interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to Borrowers until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such Lender, the greater of the Federal Funds Rate and a rate for Base Rate Loans or Eurocurrency Loans, applicable to the Type of Loan to which such corresponding amount related, for the period in question; provided, however, that any interest paid to determined by the Administrative Agent in respect accordance with banking rules on interbank compensation and (ii) if recovered from the Borrowers, the rate of such corresponding amount shall be credited against interest payable by the Borrower to such Lender under Section 3.1 in respect of such corresponding amount. Any amount due hereunder applicable to the Administrative Agent from any Lender which is not paid when due shall bear interest payable by such Lenderrelevant Borrowing, from the date due until the date paid, at the Federal Funds Rate for amounts in Dollars (and at the Administrative Agent’s cost of funds for amounts in Euros or Sterling or any other Alternative Currency) for the first three days after the date such amount is due and thereafter at the Federal Funds Rate (or such cost of funds rate) plus 1%, together with the Administrative Agent’s standard interbank processing fee. Further, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans, amounts due with respect to its Letters of Credit (or its participations therein) and any other amounts due to it hereunder first to the Administrative Agent to fund any outstanding Loans made available on behalf of such Lender by the Administrative Agent as determined pursuant to Section 2.08. Nothing in this Section 2.7 until such Loans have been funded (as a result of such assignment or otherwise) and then to fund Loans of all Lenders other than such Lender until each Lender has outstanding Loans equal to its Pro Rata Share of all Loans (as a result of such assignment or otherwise). Such Lender shall not have recourse against the Borrower with respect to any amounts paid to the Administrative Agent or any Lender with respect to the preceding sentence; provided, that such Lender shall have full recourse against the Borrower to the extent of the amount of such Loans such Lender has been deemed to have made pursuant to the preceding sentence. Nothing herein 2.04 shall be deemed to relieve any Lender from its obligation to fulfill its Commitment make Term Loans hereunder or to prejudice any rights which the Borrower Borrowers may have against the any Lender as a result of any default failure by such Lender Xxxxxx to make Term Loans hereunder.

Disbursement of Funds. (a) No later than 1:00 p.m. P.M. (local time at the place of fundingNew York time) on the date specified in each Notice of Borrowing, each Lender Bank will make available its Pro Rata Share pro rata share of Loans, to fund the each Borrowing requested to be made on such date in Dollars, Euro or Sterling, as the case may be, manner provided below. All such amounts shall be made available to the Administrative Agent in U.S. Dollars and in immediately available funds, funds at the Payment Office (for the account of such non-U.S. office of the Administrative Agent as the Administrative Agent may direct in the case of Eurocurrency Loans) and the Administrative Agent promptly will make available to the Borrower by depositing to its account at its Payment the Pay ment Office (or in accordance with any other disbursement instructions given by the Borrower) the aggregate of the amounts so made available by the Lenders not later than 2:00 p.m. (local time in the place of payment)U.S. Dollars and immediately available funds. Unless the Administrative Agent shall have been notified by any Lender at least one Business Day Bank prior to the date of Borrowing that such Lender Bank does not intend to make available to the Administrative Agent such Lender’s its portion of the Borrowing or Borrowings to be made on such date, the Administrative Agent may assume that such Lender Bank has made such amount available to the Administrative Agent on such date of Borrowing Borrowing, and the Administrative Agent may, but shall not be required toAgent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender on Bank and the date of BorrowingAdministrative Agent has made available same to the Borrower, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such LenderBank. If such Lender Bank does not pay such corresponding amount forthwith forth with upon the Administrative Agent’s 's demand therefor, the Administrative Agent shall promptly (and in any event within two Business Days from the date the Administrative Agent made such funds available to the Borrower) notify the Borrower andBorrower, if so notified, and the Borrower shall immediately (within two Business Days of receiving such demand) pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover on demand from such Bank or the Borrower Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (x) if paid by such Bank, the overnight Federal Funds Effective Rate or (y) if paid by the Bor rower, the then applicable rate for Base Rate Loans or Eurocurrency Loansof interest, applicable to the Type of Loan to which such corresponding amount relatedcalculated in accordance with Section 1.08, for the period in question; provided, however, that any interest paid to the Administrative Agent in respect of such corresponding amount shall be credited against interest payable by the Borrower to such Lender under Section 3.1 in respect of such corresponding amount. Any amount due hereunder to the Administrative Agent from any Lender which is not paid when due shall bear interest payable by such Lender, from the date due until the date paid, at the Federal Funds Rate for amounts in Dollars (and at the Administrative Agent’s cost of funds for amounts in Euros or Sterling or any other Alternative Currency) for the first three days after the date such amount is due and thereafter at the Federal Funds Rate (or such cost of funds rate) plus 1%, together with the Administrative Agent’s standard interbank processing fee. Further, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its respective Loans, amounts due with respect to its Letters of Credit (or its participations therein) and any other amounts due to it hereunder first to the Administrative Agent to fund any outstanding Loans made available on behalf of such Lender by the Administrative Agent pursuant to this Section 2.7 until such Loans have been funded (as a result of such assignment or otherwise) and then to fund Loans of all Lenders other than such Lender until each Lender has outstanding Loans equal to its Pro Rata Share of all Loans (as a result of such assignment or otherwise). Such Lender shall not have recourse against the Borrower with respect to any amounts paid to the Administrative Agent or any Lender with respect to the preceding sentence; provided, that such Lender shall have full recourse against the Borrower to the extent of the amount of such Loans such Lender has been deemed to have made pursuant to the preceding sentence. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment hereunder or to prejudice any rights which the Borrower may have against the Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. No Except as otherwise specifically provided in the immediately succeeding sentence, no later than 1:00 p.m. 12:00 Noon (local time at the place of fundingLondon time) on the date specified in each Notice of Borrowing, each Lender with a Commitment will make available its Pro Rata Share pro rata portion of Loans, to fund the each such Borrowing requested to be made on such date date. All such amounts shall be made available in Dollars, Euro or Sterling, as the case may be, Dollars and in immediately available funds, funds at the Payment Office (for the account of such non-U.S. office of the Administrative Agent as the Administrative Agent may direct in the case of Eurocurrency Loans) and the Administrative Agent will make available to the Borrower (prior to 1:00 P.M. (London Time) on such day to the extent of funds actually received by the Administrative Agent prior to 12:00 Noon (London Time) on such day) at its the Payment Office Office, in the account specified in the applicable Notice of Borrowing, the aggregate of the amounts so made available by the Lenders not later than 2:00 p.m. (local time in the place of payment)Lenders. Unless the Administrative Agent shall have been notified by any Lender at least one Business Day prior to the date of Borrowing that such Lender does not intend to make available to the Administrative Agent such Lender’s portion of the any Borrowing to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender on the date of BorrowingLender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify the Borrower and, if so notified, and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover on demand from such Lender or the Borrower Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such Lender, at the overnight Federal Funds Rate and (ii) if recovered from the Borrower, the rate for Base Rate Loans or Eurocurrency Loans, of interest applicable to the Type of Loan to which such corresponding amount relatedrespective Borrowing, for the period in question; provided, however, that any interest paid to the Administrative Agent in respect of such corresponding amount shall be credited against interest payable by the Borrower to such Lender under Section 3.1 in respect of such corresponding amount. Any amount due hereunder to the Administrative Agent from any Lender which is not paid when due shall bear interest payable by such Lender, from the date due until the date paid, at the Federal Funds Rate for amounts in Dollars (and at the Administrative Agent’s cost of funds for amounts in Euros or Sterling or any other Alternative Currency) for the first three days after the date such amount is due and thereafter at the Federal Funds Rate (or such cost of funds rate) plus 1%, together with the Administrative Agent’s standard interbank processing fee. Further, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans, amounts due with respect to its Letters of Credit (or its participations therein) and any other amounts due to it hereunder first to the Administrative Agent to fund any outstanding Loans made available on behalf of such Lender by the Administrative Agent as determined pursuant to Section 1.07. Nothing in this Section 2.7 until such Loans have been funded (as a result of such assignment or otherwise) and then to fund Loans of all Lenders other than such Lender until each Lender has outstanding Loans equal to its Pro Rata Share of all Loans (as a result of such assignment or otherwise). Such Lender shall not have recourse against the Borrower with respect to any amounts paid to the Administrative Agent or any Lender with respect to the preceding sentence; provided, that such Lender shall have full recourse against the Borrower to the extent of the amount of such Loans such Lender has been deemed to have made pursuant to the preceding sentence. Nothing herein 1.04 shall be deemed to relieve any Lender from its obligation to fulfill its Commitment make Loans hereunder or to prejudice any rights which the Borrower may have against the any Lender as a result of any default failure by such Lender to make Loans hereunder.

Disbursement of Funds. (a) No later than 1:00 p.m. P.M. (local time at 2:00 P.M. in the place case of fundingSwingline Loans) (New York time) on the date specified in each Notice of Borrowing, each Lender Bank will make available its Pro Rata Share pro rata share of Loans, to fund the each Borrowing requested to be made on such date (or, in Dollars, Euro or Sterling, as the case may beof Swingline Loans, Scotiabank shall make available the full amount thereof) in the manner provided below. Except as otherwise agreed among the Borrower and the Agents with respect to the disbursement of funds on the Restatement Effective Date, all amounts shall be made available to the Administrative Agent in U.S. dollars and immediately available funds, funds at the Payment Office (for the account of such non-U.S. office of the Administrative Agent as the Administrative Agent may direct in the case of Eurocurrency Loans) and the Administrative Agent promptly will make available to the Borrower by depositing to its account at its the Payment Office the aggregate of the amounts so made available by the Lenders not later than 2:00 p.m. (local time in the place type of payment)funds received. Unless the Administrative Agent shall have been notified by any Lender at least one Business Day Bank prior to the date of Borrowing that such Lender Bank does not intend to make available to the Administrative Agent such Lender’s its portion of the Borrowing or Borrowings to be made on such date, the Administrative Agent may assume that such Lender Bank has made such amount available to the Administrative Agent on such date of Borrowing Borrowing, and the Administrative Agent may, but shall not be required toAgent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender on Bank and the date of BorrowingAdministrative Agent has made available same to the Borrower, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such LenderBank. If such Lender Bank does not pay such corresponding amount forthwith upon the Administrative Agent’s 's demand therefor, the Administrative Agent shall promptly notify the Borrower andBorrower, if so notified, and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover from such Bank or the Borrower Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (x) if to be paid by such Bank, the customary rate for Base Rate Loans or Eurocurrency Loans, applicable to the Type of Loan to which such corresponding amount related, for the period in question; provided, however, that any interest paid to set by the Administrative Agent in respect for the correction of such corresponding amount shall be credited against interest payable by errors among banks for each day during the Borrower to such Lender under Section 3.1 in respect period consisting of such corresponding amount. Any amount due hereunder to the Administrative Agent from any Lender which is not paid when due shall bear interest payable by such Lender, from the date due until the date paid, at the Federal Funds Rate for amounts in Dollars (and at the Administrative Agent’s cost of funds for amounts in Euros or Sterling or any other Alternative Currency) for the first three days after the Business Days following such date such amount is due of availability and thereafter at the Federal Funds Base Rate or (or such cost of funds ratey) plus 1%, together with the Administrative Agent’s standard interbank processing fee. Further, such Lender shall if to be deemed to have assigned any and all payments made of principal and interest on its Loans, amounts due with respect to its Letters of Credit (or its participations therein) and any other amounts due to it hereunder first to the Administrative Agent to fund any outstanding Loans made available on behalf of such Lender paid by the Administrative Agent pursuant to this Borrower, the then applicable rate of interest, calculated in accordance with Section 2.7 until such Loans have been funded (as a result of such assignment or otherwise) and then to fund Loans of all Lenders other than such Lender until each Lender has outstanding Loans equal to its Pro Rata Share of all Loans (as a result of such assignment or otherwise). Such Lender shall not have recourse against 1.08, for the Borrower with respect to any amounts paid to the Administrative Agent or any Lender with respect to the preceding sentence; provided, that such Lender shall have full recourse against the Borrower to the extent of the amount of such Loans such Lender has been deemed to have made pursuant to the preceding sentence. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment hereunder or to prejudice any rights which the Borrower may have against the Lender as a result of any default by such Lender hereunderrespective Loans.

Disbursement of Funds. No later than 1:00 p.m. (local time at On the place of funding) on the date specified in each Notice of BorrowingClosing Date, each Lender with an Initial Term Loan Commitment will make available its Pro Rata Share pro rata portion (determined in accordance with Section 2.07) of Loans, to fund the Borrowing requested to such Borrowing. All such amounts will be made on such date available in Dollars, Euro or Sterling, as the case may be, Dollars and in immediately available funds, funds at the Payment Office (for the account of such non-U.S. office of the Administrative Agent as the Administrative Agent may direct in the case of Eurocurrency Loans) Office, and the Administrative Agent will make available to the Borrower at its the Payment Office Office, or to such other account as Borrower may specify in writing to the Administrative Agent, the aggregate of the amounts so made available by the Lenders not later than 2:00 p.m. (local time in the place of payment)Lenders. Unless the Administrative Agent shall have been notified by any Lender at least one Business Day prior to the date of Borrowing that such Lender does not intend to make available to the Administrative Agent such Lender’s portion of the any Borrowing to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing and the Administrative Agent may, may (but shall not be required obligated to), in reliance upon such assumption, make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender on the date of BorrowingLender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify the Borrower and, if so notified, the and Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall also be entitled to recover on demand from the Borrower such Lender, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to the rate for Base Rate Loans or Eurocurrency Loans, applicable to the Type of Loan to which such corresponding amount related, for the period in question; provided, however, that any interest paid to the Administrative Agent in respect of such corresponding amount shall be credited against interest payable by the Borrower to such Lender under Section 3.1 in respect of such corresponding amount. Any amount due hereunder to the Administrative Agent from any Lender which is not paid when due shall bear interest payable by such Lender, from the date due until the date paid, at the overnight Federal Funds Rate for amounts in Dollars (and at the Administrative Agent’s cost of funds for amounts in Euros or Sterling or any other Alternative Currency) for the first three days after the date such amount is due and thereafter at the Federal Funds Rate (or interest rate otherwise applicable to such cost of funds rate) plus 1%, together with the Administrative Agent’s standard interbank processing feeLoans for each day thereafter. Further, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans, amounts due with respect to its Letters of Credit (or its participations therein) and any other amounts due to it hereunder first to the Administrative Agent to fund any outstanding Loans made available on behalf of such Lender by the Administrative Agent pursuant to Nothing in this Section 2.7 until such Loans have been funded (as a result of such assignment or otherwise) and then to fund Loans of all Lenders other than such Lender until each Lender has outstanding Loans equal to its Pro Rata Share of all Loans (as a result of such assignment or otherwise). Such Lender shall not have recourse against the Borrower with respect to any amounts paid to the Administrative Agent or any Lender with respect to the preceding sentence; provided, that such Lender shall have full recourse against the Borrower to the extent of the amount of such Loans such Lender has been deemed to have made pursuant to the preceding sentence. Nothing herein 2.04 shall be deemed to relieve any Lender from its obligation to fulfill its Commitment make Loans hereunder or to prejudice any rights which the Borrower may have against the any Lender as a result of any default failure by such Lender to make Loans hereunder.

Disbursement of Funds. No later than 1:00 12:00 p.m. (local time at the place of the applicable Borrower receives funding) on the date specified in each Notice of BorrowingBorrowing (3:30 p.m. local time at the place of funding in the case of Swing Line Loans), each Lender will make available its Pro Rata Share of Loans, to fund Loans of the Borrowing requested to be made on such date in Dollars, Euro or Sterling, as the case may be, Applicable Currency and in immediately available funds, at the Payment Office (for the account of such non-U.S. office of the Administrative Agent as the Administrative Agent may direct in the case of Eurocurrency Loans) and the Administrative Agent will make available to the applicable Borrower at its Payment Office the aggregate of the amounts so made available by the Lenders not later than 2:00 p.m. (local time in the place of payment), or in the case of Swing Line Loans, 3:30 p.m. (local time in the place of payment). Unless the Administrative Agent shall have been notified by any Lender at least one Business Day prior to the date of Borrowing that such Lender does not intend to make available to the Administrative Agent such Lender’s portion of the Borrowing to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the applicable Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender on the date of Borrowing, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify the applicable Borrower and, if so notified, the applicable Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover from the applicable Borrower interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the such Borrower to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to the rate for Base Rate Loans or Eurocurrency Loans, as the case may be, applicable to the Type of Loan to which such corresponding amount related, for during the period in question; provided, however, that any interest paid to the Administrative Agent in respect of such corresponding amount shall be credited against interest payable by the such Borrower to such Lender under Section 3.1 in respect of such corresponding amount. Any amount due hereunder to the Administrative Agent from any Lender which is not paid when due shall bear interest payable by such Lender, from the date due until the date paid, at the Federal Funds Rate for amounts in Dollars (and or at the Administrative Agent’s cost of funds for amounts in Euros or Sterling or any other Alternative Currency) for the first three days after the date such amount is due and thereafter at the Federal Funds Rate (or such cost of funds rate) plus 1%, together with the Administrative Agent’s standard interbank processing fee. Further, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans, amounts due with respect to its Letters of Credit (or its participations therein) and any other amounts due to it hereunder first to the Administrative Agent to fund any outstanding Loans made available on behalf of such Lender by the Administrative Agent pursuant to this Section 2.7 until such Loans have been funded (as a result of such assignment or otherwise) and then to fund Loans of all Lenders other than such Lender until each Lender has outstanding Loans equal to its Pro Rata Share of all Loans (as a result of such assignment or otherwise). Such Lender shall not have recourse against the any Borrower with respect to any amounts paid to the Administrative Agent or any Lender with respect to the preceding sentence; provided, that provided that, such Lender shall have full recourse against the Borrower Borrowers to the extent of the amount of such Loans such Lender it has so been deemed to have made pursuant to the preceding sentencemade. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment hereunder or to prejudice any rights which the any Borrower may have against the Lender as a result of any failure to fund or other default by such Lender hereunder.

Disbursement of Funds. No later than 1:00 12:00 p.m. (local time at the place of the applicable Borrower receives funding) on the date specified in each Notice of BorrowingBorrowing (3:30 p.m. local time at the place of funding in the case of Swing Line Loans), each Lender will make available its Pro Rata Share of Loans, to fund of the Borrowing requested to be made on such date in Dollars, Euro or Sterling, as the case may be, Applicable Currency and in immediately available funds, at the Payment Office (for the account of such non-U.S. office of the Administrative Agent as the Administrative Agent may direct in the case of Eurocurrency Loans) and the Administrative Agent will make available to the applicable Borrower at its Payment Office the aggregate of the amounts so made available by the Lenders not later than 2:00 p.m. (local time in the place of payment), or in the case of Swing Line Loans, 4:30 p.m. (local time in the place of payment). Unless the Administrative Agent shall have been notified by any Lender at least one (1) Business Day prior to the date of Borrowing that such Lender does not intend to make available to the Administrative Agent such Lender’s portion of the Borrowing to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the applicable Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender on the date of Borrowing, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify the applicable Borrower and, if so notified, the applicable Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover from the applicable Borrower interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the applicable Borrower to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to the rate for Base Rate Loans or Eurocurrency Loans, as the case may be, applicable to the Type of Loan to which such corresponding amount related, for during the period in question; provided, however, that any interest paid to the Administrative Agent in respect of such corresponding amount shall be credited against interest payable by the Borrower to such Lender under Section 3.1 in respect of such corresponding amount. Any amount due hereunder to the Administrative Agent from any Lender which is not paid when due shall bear interest payable by such Lender, from the date due until the date paid, at the Federal Funds Rate for amounts in Dollars (and and, at the Administrative Agent’s cost of funds for amounts in Euros or Sterling or any other Alternative Currency) for the first three days after the date such amount is due and thereafter at the Federal Funds Rate (or such cost of funds rate) plus 1%, together with the Administrative Agent’s standard interbank processing fee. Further, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans, amounts due with respect to its Letters of Credit (or its participations therein) and any other amounts due to it hereunder first to the Administrative Agent to fund any outstanding Loans made available on behalf of such Lender by the Administrative Agent pursuant to this Section 2.7 until such Loans have been funded (as a result of such assignment or otherwise) and then to fund Loans of all Lenders other than such Lender until each Lender has outstanding Loans equal to its Pro Rata Share of all Loans (as a result of such assignment or otherwise). Such Lender shall not have recourse against the such Borrower with respect to any amounts paid to the Administrative Agent or any Lender with respect to the preceding sentence; provided, that provided that, such Lender shall have full recourse against the such Borrower to the extent of the amount of such Loans such Lender it has so been deemed to have made pursuant to the preceding sentencemade. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment hereunder or to prejudice any rights which the such Borrower may have against the Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. No later than 1:00 p.m. 12:00 Noon (local time at the place of fundingNew York time) on the date specified in each Notice of BorrowingRestatement Effective Date, each Lender will make available its Pro Rata Share pro rata portion of Loans, to fund the each such Borrowing of New Loans requested to be made on such date in Dollarsdate, Euro or Sterling, as the case may be, and in immediately available funds, funds at the Payment Office (for the account of such non-U.S. office of the Administrative Agent as the Administrative Agent may direct in the case of Eurocurrency Loans) and the Agent. The Administrative Agent will make available to the Borrower Company at its the Payment Office in immediately available funds, the aggregate of the amounts so made available by the Lenders not later than 2:00 p.m. prior to 1:00 P.M. (local time in New York time) on such day, to the place extent of payment)funds actually received by the Administrative Agent. Unless the Administrative Agent shall have been notified by any Lender at least one Business Day prior to the date of Borrowing that such Lender does not intend to make available to the Administrative Agent such Lender’s portion of the any Borrowing to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the Borrower Company a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender on the date of BorrowingLender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify the Borrower and, if so notified, Company and the Borrower Company shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover on demand from such Lender or the Borrower Company, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to Company until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such Lender, the overnight Federal Funds Rate and (ii) if recovered from the Company, the rate for Base Rate Loans or Eurocurrency Loans, of interest applicable to the Type of Loan to which such corresponding amount relatedrespective Borrowing, for the period in question; provided, however, that any interest paid to the Administrative Agent in respect of such corresponding amount shall be credited against interest payable by the Borrower to such Lender under Section 3.1 in respect of such corresponding amount. Any amount due hereunder to the Administrative Agent from any Lender which is not paid when due shall bear interest payable by such Lender, from the date due until the date paid, at the Federal Funds Rate for amounts in Dollars (and at the Administrative Agent’s cost of funds for amounts in Euros or Sterling or any other Alternative Currency) for the first three days after the date such amount is due and thereafter at the Federal Funds Rate (or such cost of funds rate) plus 1%, together with the Administrative Agent’s standard interbank processing fee. Further, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans, amounts due with respect to its Letters of Credit (or its participations therein) and any other amounts due to it hereunder first to the Administrative Agent to fund any outstanding Loans made available on behalf of such Lender by the Administrative Agent as determined pursuant to Section 2.08. Nothing in this Section 2.7 until such Loans have been funded (as a result of such assignment or otherwise) and then to fund Loans of all Lenders other than such Lender until each Lender has outstanding Loans equal to its Pro Rata Share of all Loans (as a result of such assignment or otherwise). Such Lender shall not have recourse against the Borrower with respect to any amounts paid to the Administrative Agent or any Lender with respect to the preceding sentence; provided, that such Lender shall have full recourse against the Borrower to the extent of the amount of such Loans such Lender has been deemed to have made pursuant to the preceding sentence. Nothing herein 2.04 shall be deemed to relieve any Lender from its obligation to fulfill its Commitment make Loans hereunder or to prejudice any rights which the Borrower Company may have against the any Lender as a result of any default failure by such Lender to make Loans hereunder.

Disbursement of Funds. No later than 1:00 p.m. P.M. (local time at the place of fundingNew York City time) on the date specified in each Notice of Borrowing, each Lender will make available its Pro Rata Share pro rata portion (determined in accordance with Section 2.06) of Loans, to fund the Borrowing requested to be made on such date date. All such amounts will be made available in Dollars, Euro or Sterling, as the case may be, Dollars and in immediately available funds, funds at the Payment Office (for the account of such non-U.S. office of the Administrative Agent as the Administrative Agent may direct in the case of Eurocurrency Loans) Office, and the Administrative Agent will make available to the Borrower at its the Payment Office the aggregate of the amounts so made available by the Lenders not later than 2:00 p.m. (local time in the place of payment)Lenders. Unless the Administrative Agent shall have been notified by any Lender at least one Business Day prior to the date of such Borrowing that such Lender does not intend to make available to the Administrative Agent such Lender’s portion of the such Borrowing to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing and the Administrative Agent may, may (but shall not be required obligated to), in reliance upon such assumption, make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender on the date of BorrowingLender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify the Borrower andBorrower, if so notified, and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall also be entitled to recover on demand from such Lender or the Borrower Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to the rate for Base Rate Loans or Eurocurrency Loans, applicable to the Type of Loan to which such corresponding amount related, for the period in question; provided, however, that any interest paid to the Administrative Agent in respect of such corresponding amount shall be credited against interest payable by the Borrower to such Lender under Section 3.1 in respect of such corresponding amount. Any amount due hereunder to the Administrative Agent (i) if recovered from any Lender which is not paid when due shall bear interest payable by such Lender, from the date due until the date paid, at the overnight Federal Funds Rate for amounts in Dollars (and at the Administrative Agent’s cost of funds for amounts in Euros or Sterling or any other Alternative Currency) for the first three days after the date such amount is due and thereafter at the Federal Funds Rate interest rate otherwise applicable to such Loans for each day thereafter and (or such cost ii) if recovered from the Borrower, the rate of funds rate) plus 1%, together with interest applicable to the Administrative Agent’s standard interbank processing fee. Further, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans, amounts due with respect to its Letters of Credit (or its participations therein) and any other amounts due to it hereunder first to the Administrative Agent to fund any outstanding Loans made available on behalf of such Lender by the Administrative Agent as determined pursuant to Section 2.07. Nothing in this Section 2.7 until such Loans have been funded (as a result of such assignment or otherwise) and then to fund Loans of all Lenders other than such Lender until each Lender has outstanding Loans equal to its Pro Rata Share of all Loans (as a result of such assignment or otherwise). Such Lender shall not have recourse against the Borrower with respect to any amounts paid to the Administrative Agent or any Lender with respect to the preceding sentence; provided, that such Lender shall have full recourse against the Borrower to the extent of the amount of such Loans such Lender has been deemed to have made pursuant to the preceding sentence. Nothing herein 2.04 shall be deemed to relieve any Lender from its obligation to fulfill its Commitment make Loans hereunder or to prejudice any rights which the Borrower may have against the any Lender as a result of any default failure by such Lender to make Loans hereunder.

Disbursement of Funds. No later than 1:00 p.m. 12:00 Noon (local time at the place of fundingNew York time) on the date specified in each Notice of BorrowingClosing Date, each Lender Bank will make available its Pro Rata Share pro rata portion (determined in accordance with Section 1.05) of Loans, to fund the Borrowing requested Loans to be made on such date date. All such amounts will be made available in Dollars, Euro or Sterling, as the case may be, Dollars and in immediately available funds, funds at the Payment Office (for the account of such non-U.S. office of the Administrative Agent as the Administrative Agent may direct in the case of Eurocurrency Loans) Agent, and the Administrative Agent will make available to the Borrower by depositing to its account at its the Payment Office the aggregate of the amounts so made available by the Lenders not later than 2:00 p.m. (local time Banks in the place type of payment)funds received. Unless the Administrative Agent shall have been notified by any Lender at least one Business Day Bank prior to the date of Borrowing Closing Date that such Lender Bank does not intend to make available to the Administrative Agent such Lender’s Bank's portion of the Borrowing Loans to be made on such date, the Administrative Agent may assume that such Lender Bank has made such amount available to the Administrative Agent on such date of Borrowing the Closing Date and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender on the date of BorrowingBank, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such LenderBank. If such Lender Bank does not pay such corresponding amount forthwith upon the Administrative Agent’s 's demand therefor, the Administrative Agent shall promptly notify the Borrower and, if so notified, and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover on demand from such Bank or the Borrower Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such Bank, at the overnight Federal Funds Rate and (ii) if recovered from the Borrower, the rate for Base Rate Loans or Eurocurrency Loans, of interest applicable to the Type of Loan to which such corresponding amount related, for the period in question; provided, however, that any interest paid to the Administrative Agent in respect of such corresponding amount shall be credited against interest payable by the Borrower to such Lender under Section 3.1 in respect of such corresponding amount. Any amount due hereunder to the Administrative Agent from any Lender which is not paid when due shall bear interest payable by such Lender, from the date due until the date paid, at the Federal Funds Rate for amounts in Dollars (and at the Administrative Agent’s cost of funds for amounts in Euros or Sterling or any other Alternative Currency) for the first three days after the date such amount is due and thereafter at the Federal Funds Rate (or such cost of funds rate) plus 1%, together with the Administrative Agent’s standard interbank processing fee. Further, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans, amounts due with respect to its Letters of Credit (or its participations therein) and any other amounts due to it hereunder first to the Administrative Agent to fund any outstanding Loans made available on behalf of such Lender by the Administrative Agent as determined pursuant to Section 1.08. Nothing in this Section 2.7 until such Loans have been funded (as a result of such assignment or otherwise) and then to fund Loans of all Lenders other than such Lender until each Lender has outstanding Loans equal to its Pro Rata Share of all Loans (as a result of such assignment or otherwise). Such Lender shall not have recourse against the Borrower with respect to any amounts paid to the Administrative Agent or any Lender with respect to the preceding sentence; provided, that such Lender shall have full recourse against the Borrower to the extent of the amount of such Loans such Lender has been deemed to have made pursuant to the preceding sentence. Nothing herein 1.04 shall be deemed to relieve any Lender Bank from its obligation to fulfill its Commitment make Loans hereunder or to prejudice any rights which the Borrower may have against the Lender any Bank as a result of any default failure by such Lender Bank to make Loans hereunder.

Disbursement of Funds. No later than 1:00 p.m. 9:00 a.m. (local time at the place of fundingNew York time) on the date specified in each Notice of Borrowing, each applicable Lender will make available its Pro Rata Share of Loans, to fund of the Borrowing requested to be made on such date in Dollars, Euro or Sterling, as the case may be, Applicable Currency and in immediately available funds, at the Payment Office (for the account of such non-U.S. office of the Administrative Agent as the Administrative Agent may direct in the case of Eurocurrency Loans) and the Administrative Agent will make available to the applicable Borrower at its Payment Office the aggregate of the amounts so made available by the Lenders not later than 2:00 p.m. 10:00 a.m. (local time in the place of paymentNew York time). Unless the Administrative Agent shall have been notified by any Lender at least one (1) Business Day prior to the date of Borrowing that such Lender does not intend to make available to the Administrative Agent such Lender’s portion of the Borrowing to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the applicable Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender on the date of Borrowing, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify the applicable Borrower and, if so notified, the applicable Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover from the applicable Borrower interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the applicable Borrower to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to the rate for Base Rate Loans or Eurocurrency Loans, as the case may be, applicable to the Type of Loan to which such corresponding amount related, for during the period in question; provided, however, that any interest paid to the Administrative Agent in respect of such corresponding amount shall be credited against interest payable by the Borrower to such Lender under Section 3.1 in respect of such corresponding amount. Any amount due hereunder to the Administrative Agent from any Lender which is not paid when due shall bear interest payable by such Lender, from the date due until the date paid, at the Federal Funds Rate for amounts in Dollars (and and, at the Administrative Agent’s cost of funds for amounts in Euros or Sterling or any other Alternative Currency) for the first three days after the date such amount is due and thereafter at the Federal Funds Rate (or such cost of funds rate) plus 1%, together with the Administrative Agent’s standard interbank processing fee. Further, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans, amounts due with respect to its Letters of Credit (or its participations therein) and any other amounts due to it hereunder first to the Administrative Agent to fund any outstanding Loans made available on behalf of such Lender by the Administrative Agent pursuant to this Section 2.7 2.8 until such Loans have been funded (as a result of such assignment or otherwise) and then to fund Loans of all Lenders other than such Lender until each Lender has outstanding Loans equal to its Pro Rata Share of all Loans (as a result of such assignment or otherwise). Such Lender shall not have recourse against the such Borrower with respect to any amounts paid to the Administrative Agent or any Lender with respect to the preceding sentence; provided, that provided that, such Lender shall have full recourse against the such Borrower to the extent of the amount of such Loans such Lender it has so been deemed to have made pursuant to the preceding sentencemade. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment hereunder or to prejudice any rights which the such Borrower may have against the Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. No All Loans shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that neither Administrative Agent nor any Lender shall be responsible for any default by any other Lender in that other Lender’s obligation to make a Loan requested hereunder nor shall the amount of the Commitment of any Lender to make the particular type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender’s obligation to make a Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Borrowing pursuant to Section 2.1(b) (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender of the proposed borrowing. Each Lender shall make the amount of its Loan available to Administrative Agent not later than 1:00 p.m. 12:00 Noon (local time at the place of fundingNew York City time) on the date specified Second Restatement Date, in each Notice of Borrowing, each Lender will make available its Pro Rata Share of Loans, to fund the Borrowing requested to be made on such date case in same day funds in Dollars, Euro or Sterling, as the case may be, and in immediately available funds, at the Funding and Payment Office (for in accordance with the account of such non-U.S. office of the Administrative Agent as the Administrative Agent may direct in the case of Eurocurrency Loans) and the Administrative Agent will make available to the Borrower at its Payment Office the aggregate of the amounts so made available by the Lenders not later than 2:00 p.m. (local time in the place of payment)Funds Flow Memorandum. Unless the Administrative Agent shall have been notified by any Lender at least one Business Day prior to the date of Borrowing Second Restatement Date that such Lender does not intend to make available to the Administrative Agent the amount of such Lender’s portion of Loan requested on the Borrowing to be made on such dateSecond Restatement Date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing the Second Restatement Date and the Administrative Agent may, in its sole discretion, but shall not be required obligated to, in reliance upon such assumption, make available to the Borrower Company a corresponding amountamount on the Second Restatement Date. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender on the date of BorrowingLender, the Administrative Agent shall promptly notify Company and shall be entitled to recover such corresponding amount on demand from such LenderLender together with interest thereon, for each day from the Second Restatement Date until the date such amount is paid to Administrative Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify the Borrower and, if so notified, the Borrower Company and Company shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover from the Borrower together with interest on such corresponding amount in respect of thereon, for each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to the rate for Base Rate Loans or Eurocurrency Loans, applicable to the Type of Loan to which such corresponding amount related, for the period in question; provided, however, that any interest paid to the Administrative Agent in respect of such corresponding amount shall be credited against interest payable by the Borrower to such Lender under Section 3.1 in respect of such corresponding amount. Any amount due hereunder to the Administrative Agent from any Lender which is not paid when due shall bear interest payable by such Lender, from the date due Second Restatement Date until the date paid, at the Federal Funds Rate for amounts in Dollars (and at the Administrative Agent’s cost of funds for amounts in Euros or Sterling or any other Alternative Currency) for the first three days after the date such amount is due and thereafter paid to Administrative Agent, at the Federal Funds rate payable under this Agreement for Base Rate (or such cost of funds rate) plus 1%, together with the Administrative Agent’s standard interbank processing feeLoans. Further, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans, amounts due with respect to its Letters of Credit (or its participations therein) and any other amounts due to it hereunder first to the Administrative Agent to fund any outstanding Loans made available on behalf of such Lender by the Administrative Agent pursuant to Nothing in this Section 2.7 until such Loans have been funded (as a result of such assignment or otherwise2.1(c) and then to fund Loans of all Lenders other than such Lender until each Lender has outstanding Loans equal to its Pro Rata Share of all Loans (as a result of such assignment or otherwise). Such Lender shall not have recourse against the Borrower with respect to any amounts paid to the Administrative Agent or any Lender with respect to the preceding sentence; provided, that such Lender shall have full recourse against the Borrower to the extent of the amount of such Loans such Lender has been deemed to have made pursuant to the preceding sentence. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment Commitments hereunder or to prejudice any rights which the Borrower that Company may have against the any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. (a) No later than 1:00 p.m. 11:00 A.M. (local time at the place of fundingNew York time) on the date specified in each Notice of Borrowing, each Lender Bank will make available its Pro Rata Share pro rata share, if any, of Loans, to fund the such Borrowing requested to be made on such date date. All such amounts shall be made available to the Administrative Agent in Dollars, Euro or Sterling, as the case may be, relevant Approved Currency and in immediately available funds, funds at the Payment Office (for the account of such non-U.S. office of the Administrative Agent as the Administrative Agent may direct in the case of Eurocurrency Loans) and the Administrative Agent will make available to the Borrower by depositing to the account designated by the Borrower, which account shall be at its an institution in the same city as the respective Payment Office Office, the aggregate of the amounts so made available by the Lenders not later than 2:00 p.m. (local time in the place type of payment)funds received. Unless the Administrative Agent shall have been notified by any Lender at least one Business Day Bank participating in a Borrowing prior to the date of such Borrowing that such Lender Bank does not intend to make available to the Administrative Agent such Lender’s its portion of the Borrowing or Borrowings to be made on such date, the Administrative Agent may assume that such Lender Bank has made such amount available to the Administrative Agent on such date of Borrowing Borrowing, and the Administrative Agent may, but shall not be required toAgent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender on Bank and the date of BorrowingAdministrative Agent has made available same to the Borrower, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such LenderBank. If such Lender Bank does not pay such corresponding amount forthwith upon the Administrative Agent’s 's demand therefor, the Administrative Agent shall promptly notify the Borrower andin writing or by telephone (promptly confirmed in writing), if so notified, and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover on demand from such Bank or the Borrower Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (x) if paid by such Bank, the overnight Federal Funds Effective Rate or (y) if paid by the Borrower, the then applicable rate for Base Rate Loans or Eurocurrency Loansof interest, applicable to the Type of Loan to which such corresponding amount relatedcalculated in accordance with Section 1.08, for the period in question; provided, however, that any interest paid type of respective Loans which were required to the Administrative Agent in respect of such corresponding amount shall be credited against interest payable by the Borrower to such Lender under Section 3.1 in respect of such corresponding amount. Any amount due hereunder to the Administrative Agent from any Lender which is not paid when due shall bear interest payable by such Lender, from the date due until the date paid, at the Federal Funds Rate for amounts in Dollars (and at the Administrative Agent’s cost of funds for amounts in Euros or Sterling or any other Alternative Currency) for the first three days after the date such amount is due and thereafter at the Federal Funds Rate (or such cost of funds rate) plus 1%, together with the Administrative Agent’s standard interbank processing fee. Further, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans, amounts due with respect to its Letters of Credit (or its participations therein) and any other amounts due to it hereunder first to the Administrative Agent to fund any outstanding Loans made available on behalf of such Lender by the Administrative Agent pursuant to this Section 2.7 until such Loans have been funded (as a result of such assignment or otherwise) and then to fund Loans of all Lenders other than such Lender until each Lender has outstanding Loans equal to its Pro Rata Share of all Loans (as a result of such assignment or otherwise). Such Lender shall not have recourse against the Borrower with respect to any amounts paid to the Administrative Agent or any Lender with respect to the preceding sentence; provided, that such Lender shall have full recourse against the Borrower to the extent of the amount of such Loans such Lender has been deemed to have made pursuant to the preceding sentence. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment hereunder or to prejudice any rights which the Borrower may have against the Lender as a result of any default by such Lender hereunderrepaid.

Disbursement of Funds. No later than 1:00 p.m. P.M. (local time at the place of fundingNew York time) on the date specified in each Notice of Borrowing, each Lender with a Commitment will make available its Pro Rata Share pro rata portion (determined in accordance with Section 2.08) of Loans, to fund the each Borrowing requested to be made on such date in Dollars, Euro the manner provided below. All such amounts will be made available in Dollars (in the case of Dollar Revolving Loans) or SterlingCanadian Dollars (in the case of Canadian Revolving Loans), as the case may be, and in immediately available funds, funds at the appropriate Payment Office (for the account of such non-U.S. office of the Administrative Agent as the Administrative Agent may direct in the case of Eurocurrency Loans) Agent, and the Administrative Agent will make available to the relevant Borrower at its Payment Office or Borrowers by depositing to its, or their, relevant account as directed by the respective Borrower or Borrowers, the aggregate of the amounts so made available by the Lenders not later than 2:00 p.m. (local time in the place of payment)Lenders. Unless the Administrative Agent shall have been notified by any Lender at least one Business Day prior to the date of Borrowing that such Lender does not intend to make available to the Administrative Agent such Lender’s portion of the any Borrowing to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the relevant Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender on the date of BorrowingLender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify the respective Borrower or Borrowers, and, if so notifiedto the extent such corresponding amount has previously been disbursed to such Borrower or Borrowers, the such Borrower or Borrowers shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover on demand from the such Lender or such Borrower or Borrowers, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the respective Borrower to or Borrowers until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to the rate for Base Rate Loans or Eurocurrency Loans, applicable to the Type of Loan to which such corresponding amount related, for the period in question; provided, however, that any interest paid to the Administrative Agent in respect of such corresponding amount shall be credited against interest payable by the Borrower to such Lender under Section 3.1 in respect of such corresponding amount. Any amount due hereunder to the Administrative Agent from any Lender which is not paid when due shall bear interest payable by such Lender, from the date due until the date paid, at the Federal Funds Rate for amounts in Dollars (and at the Administrative Agent’s cost of funds for amounts in Euros or Sterling or any other Alternative Currency) for the first three days after the date such amount is due and thereafter at the Federal Funds Rate (or such cost of funds rate) plus 1%, together with the Administrative Agent’s standard interbank processing fee. Further, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans, amounts due with respect to its Letters of Credit (or its participations therein) and any other amounts due to it hereunder first to the Administrative Agent to fund any outstanding Loans made available on behalf of such Lender by the Administrative Agent pursuant to this Section 2.7 until such Loans have been funded (as a result of such assignment or otherwise) and then to fund Loans of all Lenders other than such Lender until each Lender has outstanding Loans equal to its Pro Rata Share of all Loans (as a result of such assignment or otherwise). Such Lender shall not have recourse against the Borrower with respect to any amounts paid to the Administrative Agent or any Lender with respect to the preceding sentence; provided, that such Lender shall have full recourse against the Borrower to the extent of the amount of such Loans such Lender has been deemed to have made pursuant to the preceding sentence. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment hereunder or to prejudice any rights which the Borrower may have against the Lender as a result of any default by such Lender hereunder.to

Disbursement of Funds. No Except as otherwise specifically provided in the immediately succeeding sentence, no later than 1:00 p.m. 12:00 Noon (local time at the place of fundingNew York time) on the date specified in each Notice of Borrowing, each Lender will make available its Pro Rata Share pro rata portion of Loans, to fund the each such Borrowing requested to be made on such date date. All such amounts shall be made available in Dollars, Euro or Sterling, as the case may be, Dollars and in immediately available funds, funds at the Payment Office (for the account of such non-U.S. office of the Administrative Facility Agent as the Administrative Agent may direct in the case of Eurocurrency Loans) and the Administrative Facility Agent will make available to the Borrower (on such day to the extent of funds actually received by the Facility Agent prior to 12:00 Noon (New York time) on such day) at its the Payment Office Office, in the account specified in the applicable Notice of Borrowing, the aggregate of the amounts so made available by the Lenders not later than 2:00 p.m. (local time in the place of payment)Lenders. Unless the Administrative Facility Agent shall have been notified by any Lender at least one Business Day prior to the date of Borrowing that such Lender does not intend to make available to the Administrative Facility Agent such Lender’s portion of the any Borrowing to be made on such date, the Administrative Facility Agent may assume that such Lender has made such amount available to the Administrative Facility Agent on such date of Borrowing and the Administrative Facility Agent may, but shall not be required to, in reliance upon such assumption, make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Facility Agent by such Lender on the date of BorrowingLender, the Administrative Facility Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Facility Agent’s demand therefor, the Administrative Facility Agent shall promptly notify the Borrower and, if so notified, and the Borrower shall immediately pay such corresponding amount to the Administrative Facility Agent. The Administrative Facility Agent shall also be entitled to recover on demand from such Lender or the Borrower Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Facility Agent to the Borrower to until the date such corresponding amount is recovered by the Administrative Facility Agent, at a rate per annum equal to (i) if recovered from such Lender, the overnight Federal Funds Rate and (ii) if recovered from the Borrower, the rate for Base Rate Loans or Eurocurrency Loans, of interest applicable to the Type of Loan to which such corresponding amount relatedrespective Borrowing, for the period in question; provided, however, that any interest paid to the Administrative Agent in respect of such corresponding amount shall be credited against interest payable by the Borrower to such Lender under Section 3.1 in respect of such corresponding amount. Any amount due hereunder to the Administrative Agent from any Lender which is not paid when due shall bear interest payable by such Lender, from the date due until the date paid, at the Federal Funds Rate for amounts in Dollars (and at the Administrative Agent’s cost of funds for amounts in Euros or Sterling or any other Alternative Currency) for the first three days after the date such amount is due and thereafter at the Federal Funds Rate (or such cost of funds rate) plus 1%, together with the Administrative Agent’s standard interbank processing fee. Further, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans, amounts due with respect to its Letters of Credit (or its participations therein) and any other amounts due to it hereunder first to the Administrative Agent to fund any outstanding Loans made available on behalf of such Lender by the Administrative Agent as determined pursuant to this Section 2.7 until such Loans have been funded (as a result of such assignment or otherwise) and then to fund Loans of all Lenders other than such Lender until each Lender has outstanding Loans equal to its Pro Rata Share of all Loans (as a result of such assignment or otherwise). Such Lender shall not have recourse against the Borrower with respect to any amounts paid to the Administrative Agent or any Lender with respect to the preceding sentence; provided, that such Lender shall have full recourse against the Borrower to the extent of the amount of such Loans such Lender has been deemed to have made pursuant to the preceding sentence. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment hereunder or to prejudice any rights which the Borrower may have against the Lender as a result of any default by such Lender hereunder2.06.

Disbursement of Funds. No later than 1:00 p.m. (local time at the place of fundinga) on the date specified in each Notice of Borrowing, each Lender will make available its Pro Rata Share of Loans, to fund the Borrowing requested to be made on such date in Dollars, Euro or Sterling, as the case may be, and in immediately available funds, at the Payment Office (for the account of such non-U.S. office of the Administrative Agent as the Administrative Agent may direct in the case of Eurocurrency Loans) and the Administrative Agent will make available to the Borrower at its Payment Office the aggregate of the amounts so made available by the Lenders not later than 2:00 p.m. (local time in the place of payment). Unless the Administrative Agent shall have been notified by any received notice from an Appropriate Lender at least one Business Day prior to the date of any Borrowing that such Lender does not intend to make available to the Administrative Agent such Lender’s portion Pro Rata Share of the Borrowing to be made on such dateBorrowing, the Administrative Agent may assume that such Lender has made such amount Pro Rata Share available to the Administrative Agent on such the date of such Borrowing in accordance with Section 2.3(b) above, and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available, then, to the extent that such Lender shall not have made such Pro Rata Share available to the Administrative Agent, each of such Lender and applicable Borrower severally 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 not in fact made available to the Administrative Agent by such Lender on applicable Borrower until the date of Borrowing, such amount is repaid to the Administrative Agent at (i) in the case of such Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the Overnight Rate plus any administrative, processing, or similar fees customarily charged by the Administrative Agent in accordance with the foregoing. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section 2.4(a) shall be entitled to recover such corresponding amount on demand from such Lenderconclusive in the absence of manifest error. If such Borrower and such Lender does not shall pay such corresponding amount forthwith upon interest to the Administrative Agent’s demand thereforAgent for the same or an overlapping period, the Administrative Agent shall promptly notify remit to such Borrower (to the extent such amount is covered by interest paid by such Lender) the amount of such interest paid by such Borrower and, if so notified, for such period. If such Lender pays its share of the Borrower shall immediately pay such corresponding amount applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. The Administrative Agent shall also be entitled to recover from the Any payment by any Borrower interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to the rate for Base Rate Loans or Eurocurrency Loans, applicable to the Type of Loan to which such corresponding amount related, for the period in question; provided, however, that any interest paid to the Administrative Agent in respect of such corresponding amount shall be credited against interest payable by the Borrower to such Lender under Section 3.1 in respect of such corresponding amount. Any amount due hereunder to the Administrative Agent from any Lender which is not paid when due shall bear interest payable by such Lender, from the date due until the date paid, at the Federal Funds Rate for amounts in Dollars (and at the Administrative Agent’s cost of funds for amounts in Euros or Sterling or any other Alternative Currency) for the first three days after the date such amount is due and thereafter at the Federal Funds Rate (or such cost of funds rate) plus 1%, together with the Administrative Agent’s standard interbank processing fee. Further, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans, amounts due with respect to its Letters of Credit (or its participations therein) and any other amounts due to it hereunder first to the Administrative Agent to fund any outstanding Loans made available on behalf of such Lender by the Administrative Agent pursuant to this Section 2.7 until such Loans have been funded (as a result of such assignment or otherwise) and then to fund Loans of all Lenders other than such Lender until each Lender has outstanding Loans equal to its Pro Rata Share of all Loans (as a result of such assignment or otherwise). Such Lender shall not have recourse against the Borrower with respect without prejudice to any amounts paid to the Administrative Agent or any Lender with respect to the preceding sentence; provided, that claim such Lender shall have full recourse against the Borrower to the extent of the amount of such Loans such Lender has been deemed to have made pursuant to the preceding sentence. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment hereunder or to prejudice any rights which the Borrower may have against a Lender that shall have failed to make such payment to the Lender as a result of any default by such Lender hereunderAdministrative Agent.

Disbursement of Funds. No All Loans shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares of the Commitments, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender’s obligation to make a Loan requested hereunder nor shall the Commitment of any Lender to make the Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender’s obligation to make a Loan requested hereunder. Promptly after receipt by Administrative Agent of the Notice of Borrowing pursuant to subsection 2.1B, Administrative Agent shall notify each Lender of the proposed borrowing. Each Lender shall make the amount of its Loan available to Administrative Agent not later than 1:00 p.m. P.M. (local time at the place of fundingNew York time) on the date specified Closing Date, in each Notice of Borrowing, each Lender will make available its Pro Rata Share of Loans, to fund the Borrowing requested to be made on such date same day funds in Dollars, Euro or Sterling, as the case may be, and in immediately available funds, at the Funding and Payment Office (for the account of such non-U.S. office Office. Upon satisfaction or waiver of the conditions precedent specified in Section 3, Administrative Agent as shall promptly make the proceeds of the Loans available to Company on the Closing Date, by causing an amount of same day funds in Dollars equal to the proceeds of all the Loans received by Administrative Agent from Lenders to be credited to such account or accounts as may direct be designated in the case of Eurocurrency Loans) and the writing to Administrative Agent will make available to the Borrower at its Payment Office the aggregate of the amounts so made available by the Lenders not later than 2:00 p.m. (local time in the place of payment)Company. Unless the Administrative Agent shall have been notified by any Lender at least one Business Day prior to the date of Borrowing Closing Date for any Loans that such Lender does not intend to make available to the Administrative Agent the amount of such Lender’s portion of Loan requested on the Borrowing to be made on such dateClosing Date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing the Closing Date and the Administrative Agent may, in its sole discretion, but shall not be required obligated to, in reliance upon such assumption, make available to the Borrower Company a corresponding amountamount on the Closing Date. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender on the date of BorrowingLender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such LenderLender together with interest thereon, for each day from the Closing Date until the date such amount is paid to Administrative Agent, at the Federal Funds Effective Rate for three Business Days and thereafter at the interest rate applicable to the Loans. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify the Borrower and, if so notified, the Borrower Company and Company shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover from the Borrower together with interest on such corresponding amount in respect of thereon, for each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to the rate for Base Rate Loans or Eurocurrency Loans, applicable to the Type of Loan to which such corresponding amount related, for the period in question; provided, however, that any interest paid to the Administrative Agent in respect of such corresponding amount shall be credited against interest payable by the Borrower to such Lender under Section 3.1 in respect of such corresponding amount. Any amount due hereunder to the Administrative Agent from any Lender which is not paid when due shall bear interest payable by such Lender, from the date due Closing Date until the date paid, at the Federal Funds Rate for amounts in Dollars (and at the Administrative Agent’s cost of funds for amounts in Euros or Sterling or any other Alternative Currency) for the first three days after the date such amount is due and thereafter paid to Administrative Agent, at the Federal Funds Rate (or such cost rate payable under this Agreement for Loans of funds rate) plus 1%the type made on the Closing Date on which, together with the Administrative Agent’s standard interbank processing fee. Further, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans, amounts due with respect to its Letters of Credit (or its participations therein) and any other amounts due to it hereunder first to the which, Administrative Agent to fund any outstanding Loans made available on behalf of such Lender by the Administrative Agent pursuant to this Section 2.7 until such Loans have been funded (as a result of such assignment or otherwise) and then to fund Loans of all Lenders other than such Lender until each Lender has outstanding Loans equal to its Pro Rata Share of all Loans (as a result of such assignment or otherwise). Such Lender shall not have recourse against the Borrower with respect to any amounts paid to the Administrative Agent or any Lender with respect to the preceding sentence; provided, that such Lender shall have full recourse against the Borrower to the extent of the amount of such Loans such Lender has been deemed to have made pursuant to the preceding sentenceamount. Nothing herein in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitment Commitments hereunder or to prejudice any rights which the Borrower that Company may have against the any Lender as a result of any default by such Lender hereunder. Unless Administrative Agent shall have been notified by Company prior to the date on which it is scheduled to make payment to Administrative Agent of a payment of principal, interest or fees to Administrative Agent for the account of Lenders that Company does not intend to make available to Administrative Agent such amount on such date, Administrative Agent may assume that Company has made such amount available to Administrative Agent on such date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Lenders a corresponding amount on such date. If such corresponding amount is not in fact made available to Administrative Agent by Company, Administrative Agent shall be entitled to recover such corresponding amount on demand from Company together with interest thereon, for each day from such scheduled payment until the date such amount is paid to Administrative Agent, at the interest rate applicable to the relevant Loans. If Company does not pay such corresponding amount forthwith upon Administrative Agent’s demand therefor, Administrative Agent shall promptly notify Lenders and Lenders shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from the scheduled payment date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Loans of the type made on such scheduled payment date on which, and with respect to which, Administrative Agent made available such amount.

Disbursement of Funds. No Subject to the terms and conditions hereof, no later than 1:00 5:00 p.m. (local time at the place of fundingNew York time) on the date specified in each Notice of Borrowing, each Lender will make available available, through such Lender’s Applicable Lending Office, its Pro Rata Share pro rata portion of Loans, to fund the Borrowing aggregate amount of the Loans requested to be made on such date date, in Dollars, Euro or Sterling, as the case may be, Dollars and in immediately available funds, funds at the Payment Office (for the account of such non-U.S. office of the Administrative Agent as the Administrative Agent may direct in the case of Eurocurrency Loans) Agent, and the Administrative Agent will make available to the Borrower at its Payment Office pay the aggregate of the amounts so made available by the Lenders not later than 2:00 p.m. (local time directly to the bank account of the Borrower as specified by the Borrower in the place Notice of payment)Borrowing. Unless the Administrative Agent shall have been notified by any Lender at least one Business Day prior to the applicable date of the Borrowing that such Lender does not intend to make available to the Administrative Agent such Lender’s portion of the Borrowing to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing date, and the Administrative Agent may, but shall not be required toshall, in reliance upon such assumption, make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender on the date of BorrowingLender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify the Borrower and, if so notified, the Borrower shall immediately pay such corresponding amount to the Administrative Agenton demand. The Administrative Agent shall also be entitled to recover on demand from the Borrower such Lender interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to the rate for Base Rate Loans or Eurocurrency Loans, applicable to the Type of Loan to which such corresponding amount related, for the period in question; provided, however, that any interest paid cost to the Administrative Agent in respect of such corresponding amount shall be credited against interest payable by the Borrower to such Lender under Section 3.1 in respect of such corresponding amount. Any amount due hereunder to the Administrative Agent from any Lender which is not paid when due shall bear interest payable by such Lender, from the date due until the date paid, acquiring overnight federal funds at the Federal Funds Rate for amounts then applicable rate. Nothing in Dollars (and at the Administrative Agent’s cost of funds for amounts in Euros or Sterling or any other Alternative Currency) for the first three days after the date such amount is due and thereafter at the Federal Funds Rate (or such cost of funds rate) plus 1%, together with the Administrative Agent’s standard interbank processing fee. Further, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans, amounts due with respect to its Letters of Credit (or its participations therein) and any other amounts due to it hereunder first to the Administrative Agent to fund any outstanding Loans made available on behalf of such Lender by the Administrative Agent pursuant to this Section 2.7 until such Loans have been funded (as a result of such assignment or otherwise) and then to fund Loans of all Lenders other than such Lender until each Lender has outstanding Loans equal to its Pro Rata Share of all Loans (as a result of such assignment or otherwise). Such Lender shall not have recourse against the Borrower with respect to any amounts paid to the Administrative Agent or any Lender with respect to the preceding sentence; provided, that such Lender shall have full recourse against the Borrower to the extent of the amount of such Loans such Lender has been deemed to have made pursuant to the preceding sentence. Nothing herein 2.4 shall be deemed to relieve any Lender from its obligation to fulfill its Commitment make a Loan hereunder or to prejudice any rights which the Borrower may have against the any Lender as a result of any default failure by such Lender to make Loans hereunder.

Disbursement of Funds. No later than 1:00 p.m. (local time at The Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that neither Administrative Agent nor any Lender shall be responsible for any default by any other Lender in that other Lender’s obligation to make a Loan requested hereunder nor shall the place amount of funding) on the date specified in each Notice Commitment of Borrowing, each any Lender will to make available its Loans requested or Pro Rata Share of Loansany Lender be increased or decreased as a result of a default by any other Lender in that other Lender’s obligation to make a Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Borrowing pursuant to subsection 2.1B (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender of the proposed borrowing. Each such Lender shall make the amount of its Loan available to fund Administrative Agent at the Borrowing requested Funding and Payment Office not later than 12:00 Noon (New York City time) on the Closing Date, in same day funds in Dollars. Upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 and 4.2, Administrative Agent shall make the proceeds of such Loans available to be made Company on such date the Closing Date by causing an amount of same day funds in Dollars, Euro or Sterlingequal to the proceeds of all such Loans received by Administrative Agent from Lenders, as the case may be, and in immediately available funds, at the Payment Office (for to be credited to the account of such non-U.S. office of the Administrative Agent as the Administrative Agent may direct designated by Company in the case Notice of Eurocurrency Loans) and the Administrative Agent will make available to the Borrower at its Payment Office the aggregate of the amounts so made available by the Lenders not later than 2:00 p.m. (local time in the place of payment)Borrowing. Unless the Administrative Agent shall have been notified by any Lender at least one Business Day prior to the date of Borrowing Closing Date for any Loans that such Lender does not intend to make available to the Administrative Agent the amount of such Lender’s portion of Loan requested on the Borrowing to be made on such dateClosing Date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing the Closing Date and the Administrative Agent may, in its sole discretion, but shall not be required to, in reliance upon such assumptionobligated to (subject to any separate obligation to fund under the Commitment Letter), make available to the Borrower Company a corresponding amountamount on the Closing Date. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender on the date of BorrowingLender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such LenderLender together with interest thereon, for each day from the Closing Date until the date such amount is paid to Administrative Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify the Borrower and, if so notified, the Borrower Company and Company shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover from the Borrower together with interest on such corresponding amount in respect of thereon, for each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to the rate for Base Rate Loans or Eurocurrency Loans, applicable to the Type of Loan to which such corresponding amount related, for the period in question; provided, however, that any interest paid to the Administrative Agent in respect of such corresponding amount shall be credited against interest payable by the Borrower to such Lender under Section 3.1 in respect of such corresponding amount. Any amount due hereunder to the Administrative Agent from any Lender which is not paid when due shall bear interest payable by such Lender, from the date due Closing Date until the date paid, at the Federal Funds Rate for amounts in Dollars (and at the Administrative Agent’s cost of funds for amounts in Euros or Sterling or any other Alternative Currency) for the first three days after the date such amount is due and thereafter paid to Administrative Agent, at the Federal Funds rate payable under this Agreement for Base Rate (or such cost of funds rate) plus 1%, together with the Administrative Agent’s standard interbank processing fee. Further, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans, amounts due with respect to its Letters of Credit (or its participations therein) and any other amounts due to it hereunder first to the Administrative Agent to fund any outstanding Loans made available on behalf of such Lender by the Administrative Agent pursuant to this Section 2.7 until such Loans have been funded (as a result of such assignment or otherwise) and then to fund Loans of all Lenders other than such Lender until each Lender has outstanding Loans equal to its Pro Rata Share of all Loans (as a result of such assignment or otherwise). Such Lender shall not have recourse against the Borrower with respect to any amounts paid to the Administrative Agent or any Lender with respect to the preceding sentence; provided, that such Lender shall have full recourse against the Borrower to the extent of the amount of such Loans such Lender has been deemed to have made pursuant to the preceding sentence. Nothing herein in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitment Commitments hereunder or to prejudice any rights which the Borrower that Company may have against the any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. No later than 1:00 p.m. P.M. (local time at the place of fundingNew York time) on the date specified in each Notice of Borrowing, each applicable Lender will make available its Pro Rata Share pro rata portion (determined in accordance with Section 1.07) of Loans, to fund the each such Borrowing requested to be made on such date date. All such amounts will be made available in Dollars, Euro or Sterling, as the case may be, Dollars and in immediately available funds, funds at the Payment Office (for the account of such non-U.S. office of the Administrative Agent as the Administrative Agent may direct in the case of Eurocurrency Loans) Office, and the Administrative Agent will make available to the Borrower at its the Payment Office the aggregate of the amounts so made available by the Lenders not later than 2:00 p.m. (local time in the place of payment)applicable Lenders. Unless the Administrative Agent shall have been notified by any Lender at least one Business Day prior to the date of Borrowing that such Lender does not intend to make available to the Administrative Agent such Lender’s portion of the any Borrowing to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing and the Administrative Agent may, may (but shall not be required obligated to), in reliance upon such assumption, make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender on the date of BorrowingLender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify the Borrower and, if so notified, and the Borrower shall immediately promptly (but in any event within one Business Day thereafter) pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall also be entitled to recover on demand from such Lender or the Borrower Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to the rate for Base Rate Loans or Eurocurrency Loans, applicable to the Type of Loan to which such corresponding amount related, for the period in question; provided, however, that any interest paid to the Administrative Agent in respect of such corresponding amount shall be credited against interest payable by the Borrower to such Lender under Section 3.1 in respect of such corresponding amount. Any amount due hereunder to the Administrative Agent (i) if recovered from any Lender which is not paid when due shall bear interest payable by such Lender, from the date due until the date paid, at the overnight Federal Funds Rate for amounts in Dollars (and at the Administrative Agent’s cost of funds for amounts in Euros or Sterling or any other Alternative Currency) for the first three days after the date such amount is due and thereafter at the Federal Funds Rate interest rate otherwise applicable to such Loans for each day thereafter, and (or such cost ii) if recovered from the Borrower, the rate of funds rate) plus 1%, together with the Administrative Agent’s standard interbank processing fee. Further, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans, amounts due with respect to its Letters of Credit (or its participations therein) and any other amounts due to it hereunder first applicable to the Administrative Agent to fund any outstanding Loans made available on behalf of such Lender by the Administrative Agent respective Borrowing, as determined pursuant to Section 1.08. Nothing in this Section 2.7 until such Loans have been funded (as a result of such assignment or otherwise) and then to fund Loans of all Lenders other than such Lender until each Lender has outstanding Loans equal to its Pro Rata Share of all Loans (as a result of such assignment or otherwise). Such Lender shall not have recourse against the Borrower with respect to any amounts paid to the Administrative Agent or any Lender with respect to the preceding sentence; provided, that such Lender shall have full recourse against the Borrower to the extent of the amount of such Loans such Lender has been deemed to have made pursuant to the preceding sentence. Nothing herein 1.04 shall be deemed to relieve any Lender from its obligation to fulfill its Commitment make Loans hereunder or to prejudice any rights which the Borrower may have against the any Lender as a result of any default failure by such Lender to make Loans hereunder.

Disbursement of Funds. No Not later than 1:00 p.m. 12:00 Noon (local time at the place of fundingNew York time) on the date specified in each Notice of Borrowing, each Lender with a Commitment under the respective Tranche will make available its Pro Rata Share pro rata portion (determined in accordance with Section 2.07) of Loans, to fund the each such Borrowing requested to be made on such date date. All such amounts shall be made available in Dollars, Euro or Sterling, as the case may be, U.S. Dollars and in immediately available funds, funds at the Payment Office (for the account of such non-U.S. office of the Administrative Agent as the Administrative Agent may direct in the case of Eurocurrency Loans) Agent, and the Administrative Agent will make available to the respective Borrower at its the Payment Office or such other location as may be reasonably satisfactory to the Administrative Agent and specified in the relevant Notice of Borrowing the aggregate of the amounts so made available by the Lenders not later than 2:00 p.m. prior to 1:00 P.M. (local New York time) on such day to the extent of funds actually received by the Administrative Agent prior to such time in the place of payment)on such day. Unless the Administrative Agent shall have been notified by any Lender at least one Business Day prior to the date of Borrowing that such Lender does not intend to make available to the Administrative Agent such Lender’s portion of the any Borrowing to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the relevant Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender on the date of BorrowingLender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify the relevant Borrower and, if so notified, to pay immediately such corresponding amount to the Administrative Agent and such Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover on demand from such Lender or the Borrower relevant Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the respective Borrower to until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such Lender, the overnight Federal Funds Rate and (ii) if recovered from the respective Borrower, the rate for Base Rate Loans or Eurocurrency Loans, of interest applicable to the Type of Loan to which such corresponding amount relatedrespective Borrowing, for the period in question; provided, however, that any interest paid to the Administrative Agent in respect of such corresponding amount shall be credited against interest payable by the Borrower to such Lender under Section 3.1 in respect of such corresponding amount. Any amount due hereunder to the Administrative Agent from any Lender which is not paid when due shall bear interest payable by such Lender, from the date due until the date paid, at the Federal Funds Rate for amounts in Dollars (and at the Administrative Agent’s cost of funds for amounts in Euros or Sterling or any other Alternative Currency) for the first three days after the date such amount is due and thereafter at the Federal Funds Rate (or such cost of funds rate) plus 1%, together with the Administrative Agent’s standard interbank processing fee. Further, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans, amounts due with respect to its Letters of Credit (or its participations therein) and any other amounts due to it hereunder first to the Administrative Agent to fund any outstanding Loans made available on behalf of such Lender by the Administrative Agent as determined pursuant to Section 2.08. Nothing in this Section 2.7 until such Loans have been funded (as a result of such assignment or otherwise) and then to fund Loans of all Lenders other than such Lender until each Lender has outstanding Loans equal to its Pro Rata Share of all Loans (as a result of such assignment or otherwise). Such Lender shall not have recourse against the Borrower with respect to any amounts paid to the Administrative Agent or any Lender with respect to the preceding sentence; provided, that such Lender shall have full recourse against the Borrower to the extent of the amount of such Loans such Lender has been deemed to have made pursuant to the preceding sentence. Nothing herein 2.04 shall be deemed to relieve any Lender from its obligation to fulfill its Commitment make Loans hereunder or to prejudice any rights which the relevant Borrower may have against the any Lender as a result of any default failure by such Lender to make Loans hereunder.

Disbursement of Funds. (a) No later than 1:00 p.m. (x) 2:00 P.M. (local time at the place of fundingPayment Office) on the date specified in each Notice of BorrowingBorrowing relating to General Revolving Loans, or (y) 2:30 P.M. (local time at the Payment Office) on the date specified in each Notice of Borrowing relating to Swing Line Revolving Loans, each Lender with a Commitment under the Facility under which any Borrowing pursuant to such Notice of Borrowing is to be made will make available its Pro Rata Share PRO RATA share, if any, of Loans, to fund the each Borrowing under such Facility requested to be made on such date in Dollars, Euro or Sterling, as the case may be, manner provided below. All amounts shall be made available to the Administrative Agent in U.S. dollars and in immediately available funds, funds at the Payment Office (for the account of such non-U.S. office of the Administrative Agent as the Administrative Agent may direct in the case of Eurocurrency Loans) and the Administrative Agent promptly will make available to the Borrower by depositing to its account at its the Payment Office the aggregate of the amounts so made available by the Lenders not later than 2:00 p.m. (local time in the place type of payment)funds received. Unless the Administrative Agent shall have been notified by any Lender at least one Business Day prior to the date of Borrowing that such Lender does not intend to make available to the Administrative Agent such Lender’s its portion of the Borrowing or Borrowings to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing Borrowing, and the Administrative Agent may, but shall not be required toAgent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender on and the date of BorrowingAdministrative Agent has made available same to the Borrower, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s 's demand therefor, the Administrative Agent shall promptly notify the Borrower andBorrower, if so notified, and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover from such Lender or the Borrower Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to the rate for Base Rate Loans or Eurocurrency Loans, applicable to the Type of Loan to which such corresponding amount related, for the period in question; provided, however, that any interest (x) if paid to the Administrative Agent in respect of such corresponding amount shall be credited against interest payable by the Borrower to such Lender under Section 3.1 in respect of such corresponding amount. Any amount due hereunder to the Administrative Agent from any Lender which is not paid when due shall bear interest payable by such Lender, from the date due until the date paid, at the overnight Federal Funds Effective Rate or (y) if paid by the Borrower, the then applicable rate of interest, calculated in accordance with section 2.8, for the respective Loans (but without any requirement to pay any amounts in Dollars (and at the Administrative Agent’s cost of funds for amounts in Euros or Sterling or any other Alternative Currency) for the first three days after the date such amount is due and thereafter at the Federal Funds Rate (or such cost of funds rate) plus 1%, together with the Administrative Agent’s standard interbank processing fee. Further, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans, amounts due with respect to its Letters of Credit (or its participations therein) and any other amounts due to it hereunder first to the Administrative Agent to fund any outstanding Loans made available on behalf of such Lender by the Administrative Agent thereof pursuant to this Section 2.7 until such Loans have been funded (as a result of such assignment or otherwise) and then to fund Loans of all Lenders other than such Lender until each Lender has outstanding Loans equal to its Pro Rata Share of all Loans (as a result of such assignment or otherwisesection 2.11). Such Lender shall not have recourse against the Borrower with respect to any amounts paid to the Administrative Agent or any Lender with respect to the preceding sentence; provided, that such Lender shall have full recourse against the Borrower to the extent of the amount of such Loans such Lender has been deemed to have made pursuant to the preceding sentence. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment hereunder or to prejudice any rights which the Borrower may have against the Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. (a) No later than 1:00 p.m. P.M. (local time at the place of fundingNew York time) on the date specified in each a Notice of Borrowing, each Lender Bank with a Commitment under the respective Facility will make available its Pro Rata Share pro rata share of Loans, to fund the each Borrowing requested to be made on such date in Dollars, Euro or Sterling, as the case may be, manner provided below. All such amounts shall be made available to the Administrative Agent in U.S. dollars and in immediately available funds, funds at the Payment Office (for the account of such non-U.S. office of the Administrative Agent as the Administrative Agent may direct in the case of Eurocurrency Loans) and the Administrative Agent promptly will make available to the Borrower by depositing to its account at its the Payment Office the aggregate of the amounts so made available by the Lenders not later than 2:00 p.m. (local time in the place type of payment)funds received. Unless the Administrative Agent shall have been notified by any Lender at least one Business Day Bank prior to the date of Borrowing that such Lender Bank does not intend to make available to the Administrative Agent such Lender’s its portion of the Borrowing or Borrowings to be made on such date, the Administrative Agent may assume that such Lender Bank has made such amount available to the Administrative Agent on such date of Borrowing Borrowing, and the Administrative Agent may, but shall not be required toAgent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender on Bank and the date of BorrowingAdministrative Agent has made available same to the Borrower, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such LenderBank. If such Lender Bank does not pay such corresponding amount forthwith upon the Administrative Agent’s 's demand therefor, the Administrative Agent shall promptly notify the Borrower andBorrower, if so notified, and the Borrower shall immediately pay such corresponding amount to the Administrative such Agent. The Administrative Agent shall also be entitled to recover on demand from such Bank or the Borrower Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (x) if paid by such Bank, the overnight Federal Funds Effective Rate or (y) if paid by the Borrower, the then applicable rate for Base Rate Loans or Eurocurrency Loansof interest, applicable to the Type of Loan to which such corresponding amount relatedcalculated in accordance with Section 1.08, for the period in question; provided, however, that any interest paid to the Administrative Agent in respect of such corresponding amount shall be credited against interest payable by the Borrower to such Lender under Section 3.1 in respect of such corresponding amount. Any amount due hereunder to the Administrative Agent from any Lender which is not paid when due shall bear interest payable by such Lender, from the date due until the date paid, at the Federal Funds Rate for amounts in Dollars (and at the Administrative Agent’s cost of funds for amounts in Euros or Sterling or any other Alternative Currency) for the first three days after the date such amount is due and thereafter at the Federal Funds Rate (or such cost of funds rate) plus 1%, together with the Administrative Agent’s standard interbank processing fee. Further, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its respective Loans, amounts due with respect to its Letters of Credit (or its participations therein) and any other amounts due to it hereunder first to the Administrative Agent to fund any outstanding Loans made available on behalf of such Lender by the Administrative Agent pursuant to this Section 2.7 until such Loans have been funded (as a result of such assignment or otherwise) and then to fund Loans of all Lenders other than such Lender until each Lender has outstanding Loans equal to its Pro Rata Share of all Loans (as a result of such assignment or otherwise). Such Lender shall not have recourse against the Borrower with respect to any amounts paid to the Administrative Agent or any Lender with respect to the preceding sentence; provided, that such Lender shall have full recourse against the Borrower to the extent of the amount of such Loans such Lender has been deemed to have made pursuant to the preceding sentence. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment hereunder or to prejudice any rights which the Borrower may have against the Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. No later than 1:00 p.m. 3:00 P.M. (local time at the place of fundingNew York City time) on the date specified in each Notice of Borrowing, each Lender with a Commitment of the respective Tranche will make available its Pro Rata Share pro rata portion (determined in accordance with Section 2.07) of Loans, to fund the each such Borrowing requested to be made on such date date. All such amounts will be made available in Dollars, Euro or Sterling, as the case may be, Dollars and in immediately available funds, funds at the Payment Office (for the account of such non-U.S. office of the Administrative Agent as the Administrative Agent may direct in the case of Eurocurrency Loans) Office, and the Administrative Agent will make available to the applicable Borrower at its the Payment Office the aggregate of the amounts so made available by the Lenders not later than 2:00 p.m. (local time in the place of payment)Lenders. Unless the Administrative Agent shall have been notified by any Lender at least one Business Day prior to the date of Borrowing that such Lender does not intend to make available to the Administrative Agent such Lender’s portion of the any Borrowing to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing and the Administrative Agent may, may (but shall not be required obligated to), in reliance upon such assumption, make available to the applicable Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender on the date of BorrowingLender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify the applicable Borrower and, if so notified, and the applicable Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall also be entitled to recover on demand from such Lender or the Borrower applicable Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the applicable Borrower to until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to the rate for Base Rate Loans or Eurocurrency Loans, applicable to the Type of Loan to which such corresponding amount related, for the period in question; provided, however, that any interest paid to the Administrative Agent in respect of such corresponding amount shall be credited against interest payable by the Borrower to such Lender under Section 3.1 in respect of such corresponding amount. Any amount due hereunder to the Administrative Agent (i) if recovered from any Lender which is not paid when due shall bear interest payable by such Lender, from the date due until the date paid, at the overnight Federal Funds Rate for amounts in Dollars (and at the Administrative Agent’s cost of funds for amounts in Euros or Sterling or any other Alternative Currency) for the first three days after the date such amount is due and thereafter at the Federal Funds Rate interest rate otherwise applicable to such Loans for each day thereafter and (or such cost ii) if recovered from the applicable Borrower, the rate of funds rate) plus 1%, together with the Administrative Agent’s standard interbank processing fee. Further, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans, amounts due with respect to its Letters of Credit (or its participations therein) and any other amounts due to it hereunder first applicable to the Administrative Agent to fund any outstanding Loans made available on behalf of such Lender by the Administrative Agent respective Borrowing, as determined pursuant to Section 2.08. Nothing in this Section 2.7 until such Loans have been funded (as a result of such assignment or otherwise) and then to fund Loans of all Lenders other than such Lender until each Lender has outstanding Loans equal to its Pro Rata Share of all Loans (as a result of such assignment or otherwise). Such Lender shall not have recourse against the Borrower with respect to any amounts paid to the Administrative Agent or any Lender with respect to the preceding sentence; provided, that such Lender shall have full recourse against the Borrower to the extent of the amount of such Loans such Lender has been deemed to have made pursuant to the preceding sentence. Nothing herein 2.04 shall be deemed to relieve any Lender from its obligation to fulfill its Commitment make Loans hereunder or to prejudice any rights which the applicable Borrower may have against the any Lender as a result of any default failure by such Lender to make Loans hereunder.

Disbursement of Funds. No later than 1:00 p.m. (local time at a) Subject to the place of funding) terms and conditions hereof, on the date specified in each Notice of BorrowingBorrowing Request, each Lender will make available through such Lender’s Applicable Lending Office its Pro Rata Share pro rata portion (if any) of Loans, to fund the Borrowing aggregate amount of each Tranche of Construction Loans or Revolving Loans requested to be made on such date date, in Dollarseach case, Euro or Sterling, as the case may be, by wire transfer in Dollars and in immediately available fundsfunds to the AA Disbursement Account, at the Payment Office (for the account of such non-U.S. office of the Administrative Agent as the Administrative Agent may direct in the case of Eurocurrency Loans) and the Administrative Agent will make available to the Borrower at its Payment Office deposit the aggregate of the amounts so made available by the Lenders not later than 2:00 p.m. (local time in accordance with the place of payment)Borrowing Request and the Accounts Agreement. Unless the Administrative Agent shall have has been notified by any Lender at least one Business Day prior to the applicable date of the Borrowing that such Lender does not intend to make available to the Administrative Agent such Lender’s pro rata portion of the Borrowing to be made of any Tranche of Construction Loans or Revolving Loans on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing date, and the Administrative Agent may, may (but shall not be required have no obligation to), in reliance upon such assumption, make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender on the date of BorrowingLender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such LenderLender on demand. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify the Borrower andBorrower, if so notified, and the Borrower shall immediately be required to pay such corresponding amount to the Administrative Agent forthwith upon the Administrative Agent’s demand therefor. The Administrative Agent shall also be entitled to recover on demand from such Lender or the Borrower Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (a) if such amount is recovered from such Lender, the rate for Base Rate Loans or Eurocurrency Loans, applicable to the Type of Loan to which such corresponding amount related, for the period in question; provided, however, that any interest paid cost to the Administrative Agent in respect of acquiring overnight federal funds at the then applicable rate and (b) if such corresponding amount shall be credited against is recovered from the Borrower, the then applicable rate of interest payable by for the Borrower to relevant Loans provided for herein. If such Lender under Section 3.1 in respect of such corresponding amount. Any amount due hereunder shall repay to the Administrative Agent from any Lender which is not paid when due such corresponding amount, such amount shall bear interest payable by constitute such Lender’s Loan as part of such Borrowing for purposes of this Credit Agreement, from and the date due until the date paid, at the Federal Funds Rate for amounts in Dollars (and at the Administrative AgentBorrower’s cost of funds for amounts in Euros or Sterling or any other Alternative Currency) for the first three days after the date such amount is due and thereafter at the Federal Funds Rate (or such cost of funds rate) plus 1%, together with the Administrative Agent’s standard interbank processing fee. Further, such Lender shall be deemed obligation to have assigned any and all payments made of principal and interest on its Loans, amounts due with respect to its Letters of Credit (or its participations therein) and any other amounts due to it hereunder first to repay the Administrative Agent to fund any outstanding Loans made available on behalf of such Lender by the Administrative Agent corresponding amount pursuant to this Section 2.7 until such Loans have been funded (as a result of such assignment or otherwise) and then to fund Loans of all Lenders other than such Lender until each Lender has outstanding Loans equal to its Pro Rata Share of all Loans (as a result of such assignment or otherwise). Such Lender 3.3 shall not have recourse against the Borrower with respect to any amounts paid to the Administrative Agent or any Lender with respect to the preceding sentence; provided, that such Lender shall have full recourse against the Borrower to the extent of the amount of such Loans such Lender has been deemed to have made pursuant to the preceding sentencecease. Nothing herein in this Section 3.3 shall be deemed to relieve any Lender from its obligation to fulfill its Commitment make any Loan hereunder or to prejudice any rights which the Borrower may have against the any Lender as a result of any default failure by such Lender to make Loans hereunder. This Section 3.3 shall not apply to Borrowings of Term Loans or LC Loans.

Disbursement of Funds. (a) No later than 1:00 p.m. 12:00 Noon (local time at the place of fundingNew York time) on the date specified in each Notice of Borrowing, each Lender will make available its Pro Rata Share pro rata share of Loans, to fund the each Borrowing requested to be made on such date in Dollars, Euro or Sterling, as the case may be, manner provided below. All such amounts shall be made available to the Administrative Agent in Dollars and in immediately available funds, funds at the Payment Office (for the account of such non-U.S. office of the Administrative Agent as the Administrative Agent may direct in the case of Eurocurrency Loans) and the Administrative Agent promptly will make available to the Borrower by depositing to its account at its the Payment Office the aggregate of the amounts so made available by the Lenders not later than 2:00 p.m. (local time in the place of payment)Dollars and immediately available funds. Unless the Administrative Agent shall have been notified by any Lender at least one Business Day prior to the date of Borrowing that such Lender does not intend to make available to the Administrative Agent such Lender’s its portion of the Borrowing or Borrowings to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing Borrowing, and the Administrative Agent may, but shall not be required toAgent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender on and the date of BorrowingAdministrative Agent has made available same to the Borrower, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s 's demand therefor, the Administrative Agent shall promptly notify the Borrower andBorrower, if so notified, and the Borrower shall immediately (within two Business Days of receiving such demand) pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover on demand from such Lender or the Borrower Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to the rate for Base Rate Loans or Eurocurrency Loans, applicable to the Type of Loan to which such corresponding amount related, for the period in question; provided, however, that any interest (x) if paid to the Administrative Agent in respect of such corresponding amount shall be credited against interest payable by the Borrower to such Lender under Section 3.1 in respect of such corresponding amount. Any amount due hereunder to the Administrative Agent from any Lender which is not paid when due shall bear interest payable by such Lender, from the date due until the date paid, at the overnight Federal Funds Effective Rate for amounts or (y) if paid by the Borrower, the then applicable rate of interest, calculated in Dollars (and at the Administrative Agent’s cost of funds for amounts in Euros or Sterling or any other Alternative Currency) accordance with Section 1.08, for the first three days after the date such amount is due and thereafter at the Federal Funds Rate (or such cost of funds rate) plus 1%, together with the Administrative Agent’s standard interbank processing fee. Further, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its respective Loans, amounts due with respect to its Letters of Credit (or its participations therein) and any other amounts due to it hereunder first to the Administrative Agent to fund any outstanding Loans made available on behalf of such Lender by the Administrative Agent pursuant to this Section 2.7 until such Loans have been funded (as a result of such assignment or otherwise) and then to fund Loans of all Lenders other than such Lender until each Lender has outstanding Loans equal to its Pro Rata Share of all Loans (as a result of such assignment or otherwise). Such Lender shall not have recourse against the Borrower with respect to any amounts paid to the Administrative Agent or any Lender with respect to the preceding sentence; provided, that such Lender shall have full recourse against the Borrower to the extent of the amount of such Loans such Lender has been deemed to have made pursuant to the preceding sentence. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment hereunder or to prejudice any rights which the Borrower may have against the Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. (a) No later than 1:00 p.m. P.M. (local time at New York --------------------- time) (2:00 P.M. (New York time) in the place case of fundingBase Rate Loans made pursuant to same day notice) on the date specified in each Notice of Borrowing, each Lender with a Commitment under the respective Facility will make available its Pro Rata Share pro rata --- ---- share of Loans, to fund the each Borrowing requested to be made on such date date, provided that no proceeds of the C Term Loans-Fixed Rate will be made available to the Borrower, with the C Term Loans-Fixed Rate to constitute the conversion of the outstanding CoBank Continuing Loans. All such amounts shall be made available to the Administrative Agent in Dollars, Euro or Sterling, as the case may be, Dollars and in immediately available funds, funds at the Payment Office (for the account of such non-U.S. office of the Administrative Agent as the Administrative Agent may direct in the case of Eurocurrency Loans) and the Administrative Agent promptly will make available to the Borrower by depositing to its account at its the Payment Office or as otherwise directed in the applicable Notice of Borrowing the aggregate of the amounts so made available by the Lenders not later than 2:00 p.m. (local time in the place type of payment)funds received. Unless the Administrative Agent shall have been notified by any Lender at least one Business Day prior to the date of Borrowing the proposed incurrence that such Lender does not intend to make available to the Administrative Agent such Lender’s its portion of the Borrowing or Borrowings to be made on such date, the Administrative Agent may assume that such Lender has made such amount available avail able to the Administrative Agent on such date of Borrowing date, and the Administrative Agent may, but shall not be required toAgent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender on and the date of BorrowingAdministrative Agent has made available same to the Borrower, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s 's demand therefor, the Administrative Agent shall promptly may notify the Borrower Borrower, and, if so notifiedupon receipt of such notice, the Borrower shall immediately promptly pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover on demand from such Lender or the Borrower Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to the rate for Base Rate Loans or Eurocurrency Loans, applicable to the Type of Loan to which such corresponding amount related, for the period in question; provided, however, that any interest (x) if paid to the Administrative Agent in respect of such corresponding amount shall be credited against interest payable by the Borrower to such Lender under Section 3.1 in respect of such corresponding amount. Any amount due hereunder to the Administrative Agent from any Lender which is not paid when due shall bear interest payable by such Lender, from the date due until the date paid, at the overnight Federal Funds Effective Rate for amounts or (y) if paid by the Borrower, the then applicable rate of interest, calculated in Dollars (and at the Administrative Agent’s cost of funds for amounts in Euros or Sterling or any other Alternative Currency) accordance with Section 1.08, for the first three days after the date such amount is due and thereafter at the Federal Funds Rate (or such cost of funds rate) plus 1%, together with the Administrative Agent’s standard interbank processing fee. Further, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its respective Loans, amounts due with respect to its Letters of Credit (or its participations therein) and any other amounts due to it hereunder first to the Administrative Agent to fund any outstanding Loans made available on behalf of such Lender by the Administrative Agent pursuant to this Section 2.7 until such Loans have been funded (as a result of such assignment or otherwise) and then to fund Loans of all Lenders other than such Lender until each Lender has outstanding Loans equal to its Pro Rata Share of all Loans (as a result of such assignment or otherwise). Such Lender shall not have recourse against the Borrower with respect to any amounts paid to the Administrative Agent or any Lender with respect to the preceding sentence; provided, that such Lender shall have full recourse against the Borrower to the extent of the amount of such Loans such Lender has been deemed to have made pursuant to the preceding sentence. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment hereunder or to prejudice any rights which the Borrower may have against the Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. No Except as otherwise specifically provided in the immediately succeeding sentence, no later than 1:00 p.m. 12:00 Noon (local time at the place of fundingNew York time) on the date specified in each Notice of Borrowing, each Lender will make available its Pro Rata Share pro rata portion of Loans, to fund the each such Borrowing requested to be made on such date date. All such amounts shall be made available in Dollars, Euro or Sterling, as the case may be, Dollars and in immediately available funds, funds at the Payment Office (for the account of such non-U.S. office of the Administrative Agent as the Administrative Agent may direct in the case of Eurocurrency Loans) and the Administrative Agent will make available to the Borrower (on such day to the extent of funds actually received by the Administrative Agent prior to 12:00 Noon (New York time) on such day) at its the Payment Office Office, in the account specified in the applicable Notice of Borrowing, the aggregate of the amounts so made available by the Lenders not later than 2:00 p.m. (local time in the place of payment)Lenders. Unless the Administrative Agent shall have been notified by any Lender at least one Business Day prior to the date of Borrowing that such Lender does not intend to make available to the Administrative Agent such Lender’s portion of the any Borrowing to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender on the date of BorrowingLender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify the Borrower and, if so notified, and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover on demand from such Lender or the Borrower Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such Lender, the overnight Federal Funds Rate and (ii) if recovered from the Borrower, the rate for Base Rate Loans or Eurocurrency Loans, of interest applicable to the Type of Loan to which such corresponding amount relatedrespective Borrowing, for the period in question; provided, however, that any interest paid to the Administrative Agent in respect of such corresponding amount shall be credited against interest payable by the Borrower to such Lender under Section 3.1 in respect of such corresponding amount. Any amount due hereunder to the Administrative Agent from any Lender which is not paid when due shall bear interest payable by such Lender, from the date due until the date paid, at the Federal Funds Rate for amounts in Dollars (and at the Administrative Agent’s cost of funds for amounts in Euros or Sterling or any other Alternative Currency) for the first three days after the date such amount is due and thereafter at the Federal Funds Rate (or such cost of funds rate) plus 1%, together with the Administrative Agent’s standard interbank processing fee. Further, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans, amounts due with respect to its Letters of Credit (or its participations therein) and any other amounts due to it hereunder first to the Administrative Agent to fund any outstanding Loans made available on behalf of such Lender by the Administrative Agent as determined pursuant to this Section 2.7 until such Loans have been funded (as a result of such assignment or otherwise) and then to fund Loans of all Lenders other than such Lender until each Lender has outstanding Loans equal to its Pro Rata Share of all Loans (as a result of such assignment or otherwise). Such Lender shall not have recourse against the Borrower with respect to any amounts paid to the Administrative Agent or any Lender with respect to the preceding sentence; provided, that such Lender shall have full recourse against the Borrower to the extent of the amount of such Loans such Lender has been deemed to have made pursuant to the preceding sentence. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment hereunder or to prejudice any rights which the Borrower may have against the Lender as a result of any default by such Lender hereunder2.07.

Disbursement of Funds. (a) No later than 1:00 p.m. 2:00 P.M. (local time at the place of fundingPayment Office) on the date specified in each Notice of Borrowing, each Lender with a Commitment under the Facility under which any Borrowing pursuant to such Notice of Borrowing is to be made will make available its Pro Rata Share PRO RATA share, if any, of Loans, to fund the each Borrowing under such Facility requested to be made on such date in Dollars, Euro or Sterling, as the case may be, manner provided below. All amounts shall be made available to the Administrative Agent in U.S. dollars and in immediately available funds, funds at the Payment Office (for the account of such non-U.S. office of the Administrative Agent as the Administrative Agent may direct in the case of Eurocurrency Loans) and the Administrative Agent promptly will make available to the Borrower by depositing to its account at its the Payment Office the aggregate of the amounts so made available by the Lenders not later than 2:00 p.m. (local time in the place type of payment)funds received. Unless the Administrative Agent shall have been notified by any Lender at least one Business Day prior to the date of Borrowing that such Lender does not intend to make available to the Administrative Agent such Lender’s its portion of the Borrowing or Borrowings to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing Borrowing, and the Administrative Agent may, but shall not be required toAgent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender on and the date of BorrowingAdministrative Agent has made available same to the Borrower, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s 's demand therefor, the Administrative Agent shall promptly notify the Borrower andBorrower, if so notified, and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover from such Lender or the Borrower Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to the rate for Base Rate Loans or Eurocurrency Loans, applicable to the Type of Loan to which such corresponding amount related, for the period in question; provided, however, that any interest (x) if paid to the Administrative Agent in respect of such corresponding amount shall be credited against interest payable by the Borrower to such Lender under Section 3.1 in respect of such corresponding amount. Any amount due hereunder to the Administrative Agent from any Lender which is not paid when due shall bear interest payable by such Lender, from the date due until the date paid, at the overnight Federal Funds Effective Rate or (y) if paid by the Borrower, the then applicable rate of interest, calculated in accordance with section 2.8, for the respective Loans (but without any requirement to pay any amounts in Dollars (and at the Administrative Agent’s cost of funds for amounts in Euros or Sterling or any other Alternative Currency) for the first three days after the date such amount is due and thereafter at the Federal Funds Rate (or such cost of funds rate) plus 1%, together with the Administrative Agent’s standard interbank processing fee. Further, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans, amounts due with respect to its Letters of Credit (or its participations therein) and any other amounts due to it hereunder first to the Administrative Agent to fund any outstanding Loans made available on behalf of such Lender by the Administrative Agent thereof pursuant to this Section 2.7 until such Loans have been funded (as a result of such assignment or otherwise) and then to fund Loans of all Lenders other than such Lender until each Lender has outstanding Loans equal to its Pro Rata Share of all Loans (as a result of such assignment or otherwisesection 2.11). Such Lender shall not have recourse against the Borrower with respect to any amounts paid to the Administrative Agent or any Lender with respect to the preceding sentence; provided, that such Lender shall have full recourse against the Borrower to the extent of the amount of such Loans such Lender has been deemed to have made pursuant to the preceding sentence. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment hereunder or to prejudice any rights which the Borrower may have against the Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. (a) No later than 1:00 p.m. 12:00 Noon (local time at the place of fundingNew York time) on the date specified in each Notice of Borrowing, each Lender Bank will make available its Pro Rata Share PRO RATA share of Loans, to fund the each Borrowing requested to be made on such date in Dollarsthe manner provided below, Euro or Sterling, as PROVIDED that all Swingline Loans shall be made available by the case may be, Swingline Bank no later than 3:00 P.M. (New York time) on the date so requested. All such amounts shall be made available to the Administrative Agent in U.S. dollars and in immediately available funds, funds at the Payment Office (for the account of such non-U.S. office of the Administrative Agent as the Administrative Agent may direct in the case of Eurocurrency Loans) and the Administrative Agent promptly will make available to the Borrower by depositing to its account at its the Payment Office the aggregate of the amounts so made available by the Lenders not later than 2:00 p.m. (local time in the place type of payment)funds received. Unless the Administrative Agent shall have been notified by any Lender at least one Business Day Bank prior to the date of Borrowing that such Lender Bank does not intend to make available to the Administrative Agent such Lender’s its portion of the Borrowing or Borrowings to be made on such date, the Administrative Agent may assume that such Lender Bank has made such amount available to the Administrative Agent on such date of Borrowing Borrowing, and the Administrative Agent may, but shall not be required toAgent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender on Bank and the date of BorrowingAdministrative Agent has made available same to the Borrower, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such LenderBank. If such Lender Bank does not pay such corresponding amount forthwith upon the Administrative Agent’s 's demand therefor, the Administrative Agent shall promptly notify the Borrower andBorrower, if so notified, and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover on demand from such Bank or the Borrower Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (x) if paid by such Bank, the overnight Federal Funds Effective Rate or (y) if paid by the Borrower, the then applicable rate for Base Rate Loans or Eurocurrency Loansof interest, applicable to the Type of Loan to which such corresponding amount relatedcalculated in accordance with Section 1.08, for the period in question; provided, however, that any interest paid to the Administrative Agent in respect of such corresponding amount shall be credited against interest payable by the Borrower to such Lender under Section 3.1 in respect of such corresponding amount. Any amount due hereunder to the Administrative Agent from any Lender which is not paid when due shall bear interest payable by such Lender, from the date due until the date paid, at the Federal Funds Rate for amounts in Dollars (and at the Administrative Agent’s cost of funds for amounts in Euros or Sterling or any other Alternative Currency) for the first three days after the date such amount is due and thereafter at the Federal Funds Rate (or such cost of funds rate) plus 1%, together with the Administrative Agent’s standard interbank processing fee. Further, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its respective Revolving Loans, amounts due with respect to its Letters of Credit (or its participations therein) and any other amounts due to it hereunder first to the Administrative Agent to fund any outstanding Loans made available on behalf of such Lender by the Administrative Agent pursuant to this Section 2.7 until such Loans have been funded (as a result of such assignment or otherwise) and then to fund Loans of all Lenders other than such Lender until each Lender has outstanding Loans equal to its Pro Rata Share of all Loans (as a result of such assignment or otherwise). Such Lender shall not have recourse against the Borrower with respect to any amounts paid to the Administrative Agent or any Lender with respect to the preceding sentence; provided, that such Lender shall have full recourse against the Borrower to the extent of the amount of such Loans such Lender has been deemed to have made pursuant to the preceding sentence. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment hereunder or to prejudice any rights which the Borrower may have against the Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. No Except as otherwise specifically provided in the immediately succeeding sentence, no later than 1:00 p.m. 12:00 Noon (local time at the place of fundingNew York City time) on the date specified in each Notice of Borrowing, each Lender will make available its Pro Rata Share to the Administrative Agent such Lender's Percentage of Loans, to fund the each Borrowing requested to be made on such date date. All such amounts shall be made available in Dollars, Euro or Sterling, as the case may be, Dollars and in immediately available funds, funds at the Payment Office (for the account of such non-U.S. office of the Administrative Agent as the Administrative Agent may direct in the case of Eurocurrency Loans) Office, and the Administrative Agent will make available to the Borrower at its the Payment Office the aggregate of the amounts so made available by the Lenders not later than 2:00 p.m. (local time in the place of payment)Lenders. Unless the Administrative Agent shall have been notified by any Lender at least one Business Day prior to the date of Borrowing that such Lender does not intend to make available to the Administrative Agent such Lender’s 's portion of the any Borrowing to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender on the date of BorrowingLender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s 's demand therefor, the Administrative Agent shall promptly notify the Borrower and, if so notified, the Borrower shall to immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover on demand from such Lender or the Borrower Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to the rate for Base Rate Loans or Eurocurrency Loans, applicable to the Type of Loan to which such corresponding amount related, for the period in question; provided, however, that any interest paid to the Administrative Agent in respect of such corresponding amount shall be credited against interest payable by the Borrower to such Lender under Section 3.1 in respect of such corresponding amount. Any amount due hereunder to the Administrative Agent (i) if recovered from any Lender which is not paid when due shall bear interest payable by such Lender, from the date due until the date paid, at the overnight Federal Funds Rate for amounts in Dollars (and at the Administrative Agent’s cost of funds for amounts in Euros or Sterling or any other Alternative Currency) for the first three days after the date such amount is due and thereafter at the Federal Funds Rate interest rate otherwise applicable to such Loans for each day thereafter and (or such cost ii) if recovered from the Borrower, the rate of funds rate) plus 1%, together with the Administrative Agent’s standard interbank processing fee. Further, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans, amounts due with respect to its Letters of Credit (or its participations therein) and any other amounts due to it hereunder first applicable to the Administrative Agent to fund any outstanding Loans made available on behalf of such Lender by the Administrative Agent respective Borrowing, as determined pursuant to Section 1.08. Nothing in this Section 2.7 until such Loans have been funded (as a result of such assignment or otherwise) and then to fund Loans of all Lenders other than such Lender until each Lender has outstanding Loans equal to its Pro Rata Share of all Loans (as a result of such assignment or otherwise). Such Lender shall not have recourse against the Borrower with respect to any amounts paid to the Administrative Agent or any Lender with respect to the preceding sentence; provided, that such Lender shall have full recourse against the Borrower to the extent of the amount of such Loans such Lender has been deemed to have made pursuant to the preceding sentence. Nothing herein 1.04 shall be deemed to relieve any Lender from its obligation to fulfill its Commitment make Loans hereunder or to prejudice any rights which the Borrower may have against the any Lender as a result of any default failure by such Lender to make Loans hereunder.

Disbursement of Funds. No later than 1:00 p.m. 12:00 Noon (local time at the place of fundingNew York time) on the date specified in each Notice of Borrowing, each Lender Bank with a Commitment of the respective Tranche will make available its Pro Rata Share pro rata portion of Loans, to fund the each such Borrowing requested to be made on such date (or in Dollars, Euro or Sterling, as the case may beof Swingline Loans, BTCo shall make available the full amount thereof). All such amounts shall be made available in Dollars and in immediately available funds, funds at the Payment Office (for the account of such non-U.S. office of the Administrative Agent as the Administrative Agent may direct in the case of Eurocurrency Loans) Agent, and the Administrative Agent will make available to the Borrower at its the Payment Office the aggregate of the amounts so made available by the Lenders not later than 2:00 p.m. (local time in the place of payment)Banks. Unless the Administrative Agent shall have been notified by any Lender at least one Business Day Bank prior to the date of Borrowing that such Lender Bank does not intend to make available to the Administrative Agent such Lender’s Bank's portion of the any Borrowing to be made on such date, the Administrative Agent may assume that such Lender Bank has made such amount available to the Administrative Agent on such date of Borrowing and the Administrative Agent may, but shall not be required toAgent, in reliance upon such assumption, may (in its sole discretion and without obligation to do so) make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender on the date of BorrowingBank, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such LenderBank. If such Lender Bank does not pay such corresponding amount forthwith upon the Administrative Agent’s 's demand therefor, the Administrative Agent shall promptly notify the Borrower and, if so notified, and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover on demand from such Bank or the Borrower Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such Bank, at the overnight Federal Funds Rate and (ii) if recovered from the Borrower, the rate for Base Rate Loans or Eurocurrency Loans, of interest applicable to the Type of Loan to which such corresponding amount relatedrespective Borrowing, for the period in question; provided, however, that any interest paid to the Administrative Agent in respect of such corresponding amount shall be credited against interest payable by the Borrower to such Lender under Section 3.1 in respect of such corresponding amount. Any amount due hereunder to the Administrative Agent from any Lender which is not paid when due shall bear interest payable by such Lender, from the date due until the date paid, at the Federal Funds Rate for amounts in Dollars (and at the Administrative Agent’s cost of funds for amounts in Euros or Sterling or any other Alternative Currency) for the first three days after the date such amount is due and thereafter at the Federal Funds Rate (or such cost of funds rate) plus 1%, together with the Administrative Agent’s standard interbank processing fee. Further, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans, amounts due with respect to its Letters of Credit (or its participations therein) and any other amounts due to it hereunder first to the Administrative Agent to fund any outstanding Loans made available on behalf of such Lender by the Administrative Agent as determined pursuant to Section 1.09. Nothing in this Section 2.7 until such Loans have been funded (as a result of such assignment or otherwise) and then to fund Loans of all Lenders other than such Lender until each Lender has outstanding Loans equal to its Pro Rata Share of all Loans (as a result of such assignment or otherwise). Such Lender shall not have recourse against the Borrower with respect to any amounts paid to the Administrative Agent or any Lender with respect to the preceding sentence; provided, that such Lender shall have full recourse against the Borrower to the extent of the amount of such Loans such Lender has been deemed to have made pursuant to the preceding sentence. Nothing herein 1.05 shall be deemed to relieve any Lender Bank from its obligation to fulfill its Commitment make Loans hereunder or to prejudice any rights which the Borrower may have against the Lender any Bank as a result of any default failure by such Lender Bank to make Loans hereunder.

Disbursement of Funds. (a) No later than 1:00 p.m. P.M. (local time at the place of fundingNew York time) on the date specified in each Notice of Borrowing, each Lender Bank will make available its Pro Rata Share pro rata share of Loans, to fund the each Borrowing requested to be made on such date in Dollars, Euro or Sterling, as the case may be, manner provided below. All such amounts shall be made available to the Administrative Agent in Dollars and in immediately available funds, funds at the Payment Office (for the account of such non-U.S. office of the Administrative Agent as the Administrative Agent may direct in the case of Eurocurrency Loans) Office, and the Administrative Agent promptly will make available to Borrower by depositing to its account at the Borrower at its Payment Office the aggregate of the amounts so made available by the Lenders not later than 2:00 p.m. (local time in the place of payment)Dollars and immediately available funds. Unless the Administrative Agent shall have been notified by any Lender at least one Business Day Bank prior to the date of Borrowing that such Lender Bank does not intend to make available to the Administrative Agent such Lender’s its portion of the Borrowing or Borrowings to be made on such date, the Administrative Agent may assume that such Lender Bank has made such amount available to the Administrative Agent on such date of Borrowing Borrowing, and the Administrative Agent may, but shall not be required toAgent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender on Bank and the date of BorrowingAdministrative Agent has made available same to Borrower, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such LenderBank. If such Lender Bank does not pay such corresponding amount forthwith upon the Administrative Agent’s 's demand therefor, the Administrative Agent shall promptly (and in any event within three Business Days from the date the Administrative Agent made such funds available to Borrower) notify the Borrower andBorrower, if so notified, the and Borrower shall immediately (within two Business Days of receiving such demand) pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover on demand from such Bank or Borrower, as the Borrower case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (x) if paid by such Bank, the Federal Funds Effective Rate or (y) if paid by Borrower, the then applicable rate for Base Rate Loans or Eurocurrency Loansof interest, applicable to the Type of Loan to which such corresponding amount relatedcalculated in accordance with Section 1.08, for the period in question; provided, however, that any interest paid to the Administrative Agent in respect of such corresponding amount shall be credited against interest payable by the Borrower to such Lender under Section 3.1 in respect of such corresponding amount. Any amount due hereunder to the Administrative Agent from any Lender which is not paid when due shall bear interest payable by such Lender, from the date due until the date paid, at the Federal Funds Rate for amounts in Dollars (and at the Administrative Agent’s cost of funds for amounts in Euros or Sterling or any other Alternative Currency) for the first three days after the date such amount is due and thereafter at the Federal Funds Rate (or such cost of funds rate) plus 1%, together with the Administrative Agent’s standard interbank processing fee. Further, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its respective Loans, amounts due with respect to its Letters of Credit (or its participations therein) and any other amounts due to it hereunder first to the Administrative Agent to fund any outstanding Loans made available on behalf of such Lender by the Administrative Agent pursuant to this Section 2.7 until such Loans have been funded (as a result of such assignment or otherwise) and then to fund Loans of all Lenders other than such Lender until each Lender has outstanding Loans equal to its Pro Rata Share of all Loans (as a result of such assignment or otherwise). Such Lender shall not have recourse against the Borrower with respect to any amounts paid to the Administrative Agent or any Lender with respect to the preceding sentence; provided, that such Lender shall have full recourse against the Borrower to the extent of the amount of such Loans such Lender has been deemed to have made pursuant to the preceding sentence. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment hereunder or to prejudice any rights which the Borrower may have against the Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. No later than 1:00 p.m. 12:00 Noon (local time at the place of fundingNew York time) on the date specified in each Notice of Borrowing, each Lender will make available its Pro Rata Share pro rata portion of Loans, to fund the each such Borrowing requested to be made on such date date. All such amounts shall be made available in Dollars, Euro or Sterling, as the case may be, Dollars and in immediately available funds, funds at the Payment Office (for the account of such non-U.S. office of the Administrative Agent as the Administrative Agent may direct in the case of Eurocurrency Loans) and the Administrative Agent will make available to the Borrower (prior to 1:00 p.m. (New York time) on such day to the extent of funds actually received by the Administrative Agent prior to 12:00 Noon (New York time) on such day) at its the Payment Office Office, in the account specified in the applicable Notice of Borrowing, the aggregate of the amounts so made available by the Lenders not later than 2:00 p.m. (local time in the place of payment)Lenders. Unless the Administrative Agent shall have been notified by any Lender at least one Business Day prior to the date of Borrowing that such Lender does not intend to make available to the Administrative Agent such Lender’s portion of the any Borrowing to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing and the Administrative Agent may, may (but shall not be required obligated to), in reliance upon such assumption, make available to the Borrower a corresponding amount. If the Administrative Agent makes such corresponding amount available to the Borrower but such corresponding amount is not in fact made available to the Administrative Agent by such Lender on the date of BorrowingLender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify the Borrower and, if so notified, and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall also be entitled to recover on demand from such Lender or the Borrower Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to the rate for Base Rate Loans or Eurocurrency Loans, applicable to the Type of Loan to which such corresponding amount related, for the period in question; provided, however, that any interest paid to the Administrative Agent in respect of such corresponding amount shall be credited against interest payable by the Borrower to such Lender under Section 3.1 in respect of such corresponding amount. Any amount due hereunder to the Administrative Agent (i) if recovered from any Lender which is not paid when due shall bear interest payable by such Lender, from the date due until the date paid, at the overnight Federal Funds Rate for amounts in Dollars (and at the Administrative Agent’s cost of funds for amounts in Euros or Sterling or any other Alternative Currency) for the first three days after the date such amount is due and thereafter at the Federal Funds Rate interest rate otherwise applicable to such Revolving Loans for each day thereafter and (or such cost ii) if recovered from the Borrower, at the rate of funds rate) plus 1%, together with the Administrative Agent’s standard interbank processing fee. Further, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans, amounts due with respect to its Letters of Credit (or its participations therein) and any other amounts due to it hereunder first applicable to the Administrative Agent to fund any outstanding Loans made available on behalf of such Lender by the Administrative Agent respective Borrowing, as determined pursuant to Section 2.08. Nothing in this Section 2.7 until such Loans have been funded (as a result of such assignment or otherwise) and then to fund Loans of all Lenders other than such Lender until each Lender has outstanding Loans equal to its Pro Rata Share of all Loans (as a result of such assignment or otherwise). Such Lender shall not have recourse against the Borrower with respect to any amounts paid to the Administrative Agent or any Lender with respect to the preceding sentence; provided, that such Lender shall have full recourse against the Borrower to the extent of the amount of such Loans such Lender has been deemed to have made pursuant to the preceding sentence. Nothing herein 2.04 shall be deemed to relieve any Lender from its obligation to fulfill its Commitment make Revolving Loans hereunder or to prejudice any rights which the Borrower may have against the any Lender as a result of any default failure by such Lender to make Revolving Loans hereunder.

Disbursement of Funds. No later than 1:00 p.m. 2:00 P.M. (local time at the place of fundingPacific time) on (i) the Closing Date, each Initial Term Loan Lender will make available its pro rata portion (determined based upon its Initial Term Loan Commitment) of the borrowing of Initial Term Loans requested to be made, (ii) the Second Amendment Effective Date, each 2016 Term Loan Lender will make available its pro rata portion (determined based upon its 2016 Term Loan Commitment) of the borrowing of 2016 Term Loans requested to be made and (iii(iii) the Third Amendment Effective Date, each 2016 Acquisition Term Loan Lender will make available its pro rata portion (determined based upon its 2016 Acquisition Term Loan Commitment) of the borrowing of 2016 Acquisition Term Loans requested to be made and (iv) the date specified in each Notice of Revolver Borrowing, each RL Lender will make available its Pro Rata Share pro rata portion (determined based upon its RL Commitment) of Loans, to fund the Borrowing each such borrowing of Revolving Loans requested to be made on such date date. All such amounts will be made available in Dollars, Euro or Sterling, as the case may be, Dollars and in immediately available funds, funds at the Payment Office (for the account of such non-U.S. office of the Administrative Agent as the Administrative Agent may direct in the case of Eurocurrency Loans) Office, and the Administrative Agent will make available to the Borrower at its the Payment Office the aggregate of the amounts so made available by the Lenders not later than 2:00 p.m. (local time in the place of payment)Lenders. Unless the Administrative Agent shall have been notified by any Lender at least one Business Day prior to the date of Borrowing borrowing that such Lender does not intend to make available to the Administrative Agent such Lender’s portion of the Borrowing any borrowing to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing borrowing and the Administrative Agent may, may (but shall not be required obligated to), in reliance upon such assumption, make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender on the date of BorrowingLender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify the Borrower and, if so notified, and the Borrower shall immediately promptly pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover on demand from such Lender or the Borrower Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to the rate for Base Rate Loans or Eurocurrency Loans, applicable to the Type of Loan to which such corresponding amount related, for the period in question; provided, however, that any interest paid to the Administrative Agent in respect of such corresponding amount shall be credited against interest payable by the Borrower to such Lender under Section 3.1 in respect of such corresponding amount. Any amount due hereunder to the Administrative Agent (i) if recovered from any Lender which is not paid when due shall bear interest payable by such Lender, from the date due until the date paid, at the overnight Federal Funds Effective Rate for amounts in Dollars (and at the Administrative Agent’s cost of funds for amounts in Euros or Sterling or any other Alternative Currency) for the first three days after the date such amount is due and thereafter at the Federal Funds Rate interest rate otherwise applicable to such Loans for each day thereafter and (or such cost ii) if recovered from the Borrower, the rate of funds rate) plus 1%, together with the Administrative Agent’s standard interbank processing fee. Further, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans, amounts due with respect to its Letters of Credit (or its participations therein) and any other amounts due to it hereunder first applicable to the Administrative Agent to fund any outstanding Loans made available on behalf of such Lender by the Administrative Agent respective borrowing, as determined pursuant to Section 2.06. Nothing in this Section 2.7 until such Loans have been funded (as a result of such assignment or otherwise) and then to fund Loans of all Lenders other than such Lender until each Lender has outstanding Loans equal to its Pro Rata Share of all Loans (as a result of such assignment or otherwise). Such Lender shall not have recourse against the Borrower with respect to any amounts paid to the Administrative Agent or any Lender with respect to the preceding sentence; provided, that such Lender shall have full recourse against the Borrower to the extent of the amount of such Loans such Lender has been deemed to have made pursuant to the preceding sentence. Nothing herein 2.03 shall be deemed to relieve any Lender from its obligation to fulfill its Commitment make Loans hereunder or to prejudice any rights which the Borrower may have against the any Lender as a result of any default failure by such Lender to make Loans hereunder. This Section 2.03 is subject to Section 2.20.

Disbursement of Funds. No (a) Subject to the terms and conditions herein set forth, no later than 1:00 p.m. 11:00 A.M. (local time at the place of fundingNew York time) on the date specified in each Notice of Borrowing, each Lender Bank with a Commitment under the relevant Facility will make available its Pro Rata Share pro rata share of Loans, to fund the each Borrowing requested to be made on such date in Dollars, Euro or Sterling, as the case may be, and manner provided below. All amounts shall be made available to the Administrative Agent in immediately available funds, denominated in Dollars, at the Payment Office (for the account of such non-U.S. office of the Administrative Agent as the Administrative Agent may direct in the case of Eurocurrency Loans) and the Administrative Agent will promptly make available to the Borrower by depositing to the Borrower's account at its the Payment Office or such other account as the aggregate of Borrower may designate, the amounts so made available by the Lenders not later than 2:00 p.m. (local time in the place of payment)immediately available funds, denominated in Dollars. Unless the Administrative Agent shall have been notified by any Lender at least one Business Day Bank prior to the date of Borrowing that such Lender Bank does not intend to make available to the Administrative Agent such Lender’s its portion of the Borrowing or Borrowings to be made on such date, the Administrative Agent may assume that such Lender Bank has made such amount available to the Administrative Agent on such date of Borrowing Borrowing, and the Administrative Agent may, but shall not be required toAgent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender on Bank and the date of BorrowingAdministrative Agent has made available same to the Borrower, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such LenderBank. If such Lender Bank does not pay such corresponding amount forthwith upon the Administrative Agent’s 's demand therefor, the Administrative Agent shall promptly notify the Borrower andBorrower, if so notified, and the Borrower shall immediately within two Business Days pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover from the Borrower Bank or the Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (x) if paid by such Bank, the overnight Federal Funds Rate or (y) if paid by the Borrower, the then applicable rate for Base Rate Loans or Eurocurrency Loansof interest, applicable to the Type of Loan to which such corresponding amount relatedcalculated in accordance with Section 1.09, for the period in question; provided, however, that any interest paid to the Administrative Agent in respect of such corresponding amount shall be credited against interest payable by the Borrower to such Lender under Section 3.1 in respect of such corresponding amount. Any amount due hereunder to the Administrative Agent from any Lender which is not paid when due shall bear interest payable by such Lender, from the date due until the date paid, at the Federal Funds Rate for amounts in Dollars (and at the Administrative Agent’s cost of funds for amounts in Euros or Sterling or any other Alternative Currency) for the first three days after the date such amount is due and thereafter at the Federal Funds Rate (or such cost of funds rate) plus 1%, together with the Administrative Agent’s standard interbank processing fee. Further, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its respective Loans, amounts due with respect to its Letters of Credit (or its participations therein) and any other amounts due to it hereunder first to the Administrative Agent to fund any outstanding Loans made available on behalf of such Lender by the Administrative Agent pursuant to this Section 2.7 until such Loans have been funded (as a result of such assignment or otherwise) and then to fund Loans of all Lenders other than such Lender until each Lender has outstanding Loans equal to its Pro Rata Share of all Loans (as a result of such assignment or otherwise). Such Lender shall not have recourse against the Borrower with respect to any amounts paid to the Administrative Agent or any Lender with respect to the preceding sentence; provided, that such Lender shall have full recourse against the Borrower to the extent of the amount of such Loans such Lender has been deemed to have made pursuant to the preceding sentence. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment hereunder or to prejudice any rights which the Borrower may have against the Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. No later than 1:00 p.m. P.M. (local time at in the place city in which the proceeds of fundingsuch Loans are to be made available in accordance with the terms hereof) on the date specified in each Notice of Borrowing, each Lender with a relevant Commitment will make available its Pro Rata Share pro rata portion (determined in accordance with Section 2.08) of Loans, to fund the each Borrowing requested to be made on such date in Dollars, Euro the manner provided below. All such amounts will be made available in Dollars (in the case of Dollar Revolving Loans) or Sterlingthe applicable Alternate Currency (in the case of Alternate Currency Revolving Loans), as the case may be, and in immediately available funds, funds at the appropriate Payment Office (for the account of such non-U.S. office of the Administrative Agent as the Administrative Agent may direct in the case of Eurocurrency Loans) Agent, and the Administrative Agent will make available to the relevant Borrower at its Payment Office or Borrowers by depositing to its, or their, relevant account as directed by the respective Borrower or Borrowers, the aggregate of the amounts so made available by the Lenders not later than 2:00 p.m. (local time in the place of payment)Lenders. Unless the Administrative Agent shall have been notified by any Lender at least one Business Day prior to the date of Borrowing that such Lender does not intend to make available to the Administrative Agent such Lender’s portion of the any Borrowing to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the relevant Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender on the date of BorrowingLender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify the respective Borrower or Borrowers, and, if so notifiedto the extent such corresponding amount has previously been disbursed to such Borrower or Borrowers, the such Borrower or Borrowers shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover on demand from the such Lender or such Borrower or Borrowers, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the respective Borrower to or Borrowers until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to the rate for Base Rate Loans or Eurocurrency Loans, applicable to the Type of Loan to which such corresponding amount related, for the period in question; provided, however, that any interest paid to the Administrative Agent in respect of such corresponding amount shall be credited against interest payable by the Borrower to such Lender under Section 3.1 in respect of such corresponding amount. Any amount due hereunder to the Administrative Agent (i) if recovered from any Lender which is not paid when due shall bear interest payable by such Lender, from the date due until the date paid, at the overnight Federal Funds Rate for amounts as in Dollars (and at the Administrative Agent’s cost of funds for amounts in Euros or Sterling or any other Alternative Currency) effect from time to time for the first three days after and the date such amount is due and interest rate applicable to Dollar Revolving Loans maintained as Base Rate Loans for each day thereafter at (or, in the Federal Funds case of an Alternate Currency Revolving Loan in a given Alternate Currency, the relevant Euro Rate (or such cost as determined on the basis provided in the proviso in the definition of funds rate) plus 1%, together with the Administrative Agent’s standard interbank processing fee. Further, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans, amounts due with respect to its Letters of Credit (or its participations thereinrelevant Euro Rate) and any other amounts due to it hereunder first (ii) if recovered from the respective Borrower or Borrowers, the rate of interest applicable to the Administrative Agent to fund any outstanding Loans made available on behalf of such Lender by the Administrative Agent respective Borrowing, as determined pursuant to Section 2.09. Nothing in this Section 2.7 until such Loans have been funded (as a result of such assignment or otherwise) and then to fund Loans of all Lenders other than such Lender until each Lender has outstanding Loans equal to its Pro Rata Share of all Loans (as a result of such assignment or otherwise). Such Lender shall not have recourse against the Borrower with respect to any amounts paid to the Administrative Agent or any Lender with respect to the preceding sentence; provided, that such Lender shall have full recourse against the Borrower to the extent of the amount of such Loans such Lender has been deemed to have made pursuant to the preceding sentence. Nothing herein 2.05 shall be deemed to relieve any Lender from its obligation to fulfill its Commitment make Revolving Loans hereunder or to prejudice any rights which the relevant Borrower or Borrowers may have against the any Lender as a result of any default failure by such Lender to make Revolving Loans required to be made by it hereunder.

Disbursement of Funds. (a) No later than 12:00 noon (New York time) (1:00 p.m. P.M. (local time at New York time) in the place case of fundingBase Rate Loans made pursuant to same day notice) on the date specified in each Notice of Borrowing, each Lender with a Commitment under the respective Facility will make available its Pro Rata Share pro rata share of Loans, to fund the each Borrowing requested to be made on such date in Dollars, Euro or Sterling, as the case may be, manner provided below. All such amounts shall be made available to the Administrative Agent in U.S. dollars and in immediately available funds, funds at the Payment Office (for the account of such non-U.S. office of the Administrative Agent as the Administrative Agent may direct in the case of Eurocurrency Loans) and the Administrative Agent promptly will make available to the Borrower by depositing to its account at its the Payment Office the aggregate of the amounts so made available by the Lenders not later than 2:00 p.m. (local time in the place type of payment)funds received. Unless the Administrative Agent shall have been notified by any Lender at least one Business Day prior to the date of Borrowing that such Lender does not intend to make available to the Administrative Agent such Lender’s its portion of the Borrowing or Borrowings to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing Borrowing, and the Administrative Agent may, but shall not be required toAgent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender on and the date of BorrowingAdministrative Agent has made available same to the Borrower, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s 's demand therefor, the Administrative Agent shall promptly notify the Borrower andBorrower, if so notified, and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover on demand from such Lender or the Borrower Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to the rate for Base Rate Loans or Eurocurrency Loans, applicable to the Type of Loan to which such corresponding amount related, for the period in question; provided, however, that any interest (x) if paid to the Administrative Agent in respect of such corresponding amount shall be credited against interest payable by the Borrower to such Lender under Section 3.1 in respect of such corresponding amount. Any amount due hereunder to the Administrative Agent from any Lender which is not paid when due shall bear interest payable by such Lender, from the date due until the date paid, at the overnight Federal Funds Effective Rate for amounts or (y) if paid by the Borrower, the then applicable rate of interest, calculated in Dollars (and at the Administrative Agent’s cost of funds for amounts in Euros or Sterling or any other Alternative Currency) accordance with Section 1.08, for the first three days after the date such amount is due and thereafter at the Federal Funds Rate (or such cost of funds rate) plus 1%, together with the Administrative Agent’s standard interbank processing fee. Further, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its respective Loans, amounts due with respect to its Letters of Credit (or its participations therein) and any other amounts due to it hereunder first to the Administrative Agent to fund any outstanding Loans made available on behalf of such Lender by the Administrative Agent pursuant to this Section 2.7 until such Loans have been funded (as a result of such assignment or otherwise) and then to fund Loans of all Lenders other than such Lender until each Lender has outstanding Loans equal to its Pro Rata Share of all Loans (as a result of such assignment or otherwise). Such Lender shall not have recourse against the Borrower with respect to any amounts paid to the Administrative Agent or any Lender with respect to the preceding sentence; provided, that such Lender shall have full recourse against the Borrower to the extent of the amount of such Loans such Lender has been deemed to have made pursuant to the preceding sentence. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment hereunder or to prejudice any rights which the Borrower may have against the Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. No Except as otherwise specifically provided in the immediately succeeding sentence, no later than 1:00 p.m. 12:00 Noon (local time at the place of fundingNew York time) on the date specified in each Notice of Borrowing, each Lender will make available its Pro Rata Share pro rata portion of Loans, to fund the each such Borrowing requested to be made on such date date. All such amounts shall be made available in DollarsDollars (in the case of Dollar Denominated Loans), Euros (in the case of Euro Denominated Loans), NOK (in the case of NOK Denominated Loans) or SterlingSterling (in the case of Sterling Denominated Loans), as the case may be, and in immediately available funds, funds at the Payment Office (for the account of such non-U.S. office of the Administrative Agent as the Administrative Agent may direct in the case of Eurocurrency Loans) and the Administrative Agent will make available to the Borrower (prior to 1:00 p.m. (New York time) on such day to the extent of funds actually received by the Administrative Agent prior to 12:00 Noon (New York time) on such day) at its the Payment Office Office, in the account specified in the applicable Notice of Borrowing, the aggregate of the amounts so made available by the Lenders not later than 2:00 p.m. (local time in the place of payment)Lenders. Unless the Administrative Agent shall have been notified by any Lender at least one Business Day prior to the date of Borrowing that such Lender does not intend to make available to the Administrative Agent such Lender’s portion of the any Borrowing to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing and the Administrative Agent may, may (but shall not be required obligated to), in reliance upon such assumption, make available to the Borrower a corresponding amount. If the Administrative Agent makes such corresponding amount available to the Borrower but such corresponding amount is not in fact made available to the Administrative Agent by such Lender on the date of BorrowingLender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify the Borrower and, if so notified, and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall also be entitled to recover on demand from such Lender or the Borrower Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to the rate for Base Rate Loans or Eurocurrency Loans, applicable to the Type of Loan to which such corresponding amount related, for the period in question; provided, however, that any interest paid to the Administrative Agent in respect of such corresponding amount shall be credited against interest payable by the Borrower to such Lender under Section 3.1 in respect of such corresponding amount. Any amount due hereunder to the Administrative Agent (i) if recovered from any Lender which is not paid when due shall bear interest payable by such Lender, from the date due until the date paid, at the overnight Federal Funds Rate for amounts in Dollars (and at the Administrative Agent’s cost of funds for amounts in Euros or Sterling or any other Alternative Currency) for the first three days after the date such amount is due and thereafter at the Federal Funds Rate interest rate otherwise applicable to such Loans for each day thereafter and (or such cost ii) if recovered from the Borrower, at the rate of funds rate) plus 1%, together with the Administrative Agent’s standard interbank processing fee. Further, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans, amounts due with respect to its Letters of Credit (or its participations therein) and any other amounts due to it hereunder first applicable to the Administrative Agent to fund any outstanding Loans made available on behalf of such Lender by the Administrative Agent respective Borrowing, as determined pursuant to Section 2.09. Nothing in this Section 2.7 until such Loans have been funded (as a result of such assignment or otherwise) and then to fund Loans of all Lenders other than such Lender until each Lender has outstanding Loans equal to its Pro Rata Share of all Loans (as a result of such assignment or otherwise). Such Lender shall not have recourse against the Borrower with respect to any amounts paid to the Administrative Agent or any Lender with respect to the preceding sentence; provided, that such Lender shall have full recourse against the Borrower to the extent of the amount of such Loans such Lender has been deemed to have made pursuant to the preceding sentence. Nothing herein 2.04 shall be deemed to relieve any Lender from of its obligation to fulfill its Commitment make Loans hereunder or to prejudice any rights which the Borrower may have against the any Lender as a result of any default by such Lender Lender’s failure to make Loans hereunder.

Disbursement of Funds. No later than 1:00 p.m. (local time at the place Promptly after receipt of funding) on the date specified in each a Notice of BorrowingBorrowing pursuant to subsection 2.1C (or telephonic notice in lieu thereof) or the deemed receipt of a Notice of Borrowing pursuant to subsection 2.8D, Administrative Agent shall notify each Lender will make available its Pro Rata Share of Loans, to fund the Borrowing requested proposed borrowing if the Loan to be made on pursuant to such date proposed borrowing will be a Revolving Loan. Each Lender shall make the amount of its Revolving Loan available to Administrative Agent, in Dollars, Euro or Sterling, as the case may be, and in immediately available same day funds, at the Funding and Payment Office not later than 12:00 noon (for New York time) on the Funding Date. Except as provided in subsection 2.1B with respect to the repayment of the Overdraft Amount and accrued and unpaid interest thereon, and in subsection 2.8D with respect to the reimbursement of amounts drawn under Letters of Credit, upon satisfaction or waiver of the conditions precedent specified in subsections 3.1 and 3.2, Administrative Agent shall make the proceeds of such Loans available to Company on such Funding Date by causing an amount of same day funds equal to the proceeds of all such Loans received by Administrative Agent to be credited to the account of Company at such non-U.S. office of the Administrative Agent as the Administrative Agent may direct in the case of Eurocurrency Loans) and the Administrative Agent will make available to the Borrower at its Payment Office the aggregate of the amounts so made available by the Lenders not later than 2:00 p.m. (local time in the place of payment)Agent. Unless the Administrative Agent shall have been notified by any Lender at least one Business Day prior to the date of Borrowing any Funding Date that such Lender does not intend to make available to the Administrative Agent such Lender’s portion of the Borrowing to be made 's Loan on such dateFunding Date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing Funding Date and the Administrative Agent in its sole discretion may, but shall not be required obligated to, in reliance upon such assumption, make available to the Borrower Company a corresponding amountamount on such Funding Date. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender on the date of BorrowingLender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such LenderLender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s 's demand therefor, the Administrative Agent shall promptly notify the Borrower andCompany, if so notified, the Borrower and Company shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover from the Borrower interest on such corresponding amount Nothing in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to the rate for Base Rate Loans or Eurocurrency Loans, applicable to the Type of Loan to which such corresponding amount related, for the period in question; provided, however, that any interest paid to the Administrative Agent in respect of such corresponding amount shall be credited against interest payable by the Borrower to such Lender under Section 3.1 in respect of such corresponding amount. Any amount due hereunder to the Administrative Agent from any Lender which is not paid when due shall bear interest payable by such Lender, from the date due until the date paid, at the Federal Funds Rate for amounts in Dollars (and at the Administrative Agent’s cost of funds for amounts in Euros or Sterling or any other Alternative Currency) for the first three days after the date such amount is due and thereafter at the Federal Funds Rate (or such cost of funds rate) plus 1%, together with the Administrative Agent’s standard interbank processing fee. Further, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans, amounts due with respect to its Letters of Credit (or its participations therein) and any other amounts due to it hereunder first to the Administrative Agent to fund any outstanding Loans made available on behalf of such Lender by the Administrative Agent pursuant to this Section 2.7 until such Loans have been funded (as a result of such assignment or otherwise) and then to fund Loans of all Lenders other than such Lender until each Lender has outstanding Loans equal to its Pro Rata Share of all Loans (as a result of such assignment or otherwise). Such Lender shall not have recourse against the Borrower with respect to any amounts paid to the Administrative Agent or any Lender with respect to the preceding sentence; provided, that such Lender shall have full recourse against the Borrower to the extent of the amount of such Loans such Lender has been deemed to have made pursuant to the preceding sentence. Nothing herein subsection 2.1D shall be deemed to relieve any Lender from its obligation to fulfill its Revolving Loan Commitment hereunder or to prejudice any rights which the Borrower Company may have against the any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. No later than 1:00 p.m. 12:00 Noon (local time at the place of fundingChicago time) on the date specified in each Notice of Borrowing, each Lender with a Commitment will make available its Pro Rata Share pro rata portion (determined in accordance with Section 1.7) of Loans, to fund the each such Borrowing requested to be made on such date date. All such amounts will be made available in Dollars, Euro or Sterling, as the case may be, Dollars and in immediately available funds, funds at the Payment Office (for the account of such non-U.S. office of the Administrative Agent as the Administrative Agent may direct in the case of Eurocurrency Loans) Office, and the Administrative Agent will make available to the Borrower at its the Payment Office the aggregate of the amounts so made available by the Lenders not later than 2:00 p.m. (local time in the place of payment)Lenders. Unless the Administrative Agent shall have been notified by any Lender at least one Business Day prior to the date of Borrowing that such Lender does not intend to make available to the Administrative Agent such Lender’s 's portion of the any Borrowing to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing and the Administrative Agent may, may (but shall not be required obligated to), in reliance upon such assumption, make available to the Borrower a corresponding amount. If the Administrative Agent shall have made such corresponding amount available to the Borrower, but such corresponding amount is not in fact made available to the Administrative Agent by such Lender on the date of BorrowingLender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s 's demand therefor, the Administrative Agent shall promptly notify the Borrower and, if so notified, and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall also be entitled to recover on demand from such Lender or the Borrower Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to the rate for Base Rate Loans or Eurocurrency Loans, applicable to the Type of Loan to which such corresponding amount related, for the period in question; provided, however, that any interest paid to the Administrative Agent in respect of such corresponding amount shall be credited against interest payable by the Borrower to such Lender under Section 3.1 in respect of such corresponding amount. Any amount due hereunder to the Administrative Agent (i) if recovered from any Lender which is not paid when due shall bear interest payable by such Lender, from the date due until the date paid, at the overnight Federal Funds Rate for amounts in Dollars (and at the Administrative Agent’s cost of funds for amounts in Euros or Sterling or any other Alternative Currency) for the first three days after the date such amount is due and thereafter at the Federal Funds Rate interest rate otherwise applicable to such Loans for each day thereafter and (or such cost ii) if recovered from the Borrower, the rate of funds rate) plus 1%, together with the Administrative Agent’s standard interbank processing fee. Further, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans, amounts due with respect to its Letters of Credit (or its participations therein) and any other amounts due to it hereunder first applicable to the Administrative Agent to fund any outstanding Loans made available on behalf of such Lender by the Administrative Agent respective Borrowing, as determined pursuant to Section 1.8. Nothing in this Section 2.7 until such Loans have been funded (as a result of such assignment or otherwise) and then to fund Loans of all Lenders other than such Lender until each Lender has outstanding Loans equal to its Pro Rata Share of all Loans (as a result of such assignment or otherwise). Such Lender shall not have recourse against the Borrower with respect to any amounts paid to the Administrative Agent or any Lender with respect to the preceding sentence; provided, that such Lender shall have full recourse against the Borrower to the extent of the amount of such Loans such Lender has been deemed to have made pursuant to the preceding sentence. Nothing herein 1.4 shall be deemed to relieve any Lender from its obligation to fulfill its Commitment make Loans hereunder or to prejudice any rights which the Borrower may have against the any Lender as a result of any default failure by such Lender to make Loans hereunder.

Disbursement of Funds. No later than 1:00 p.m. 12:00 Noon (local time at the place of fundingNew York time) on the date specified in each Notice of Borrowing, each Lender will make available its Pro Rata Share pro rata portion (determined in accordance with Section 2.06) of Loans, to fund the each such Borrowing requested to be made on such date date. All such amounts will be made available in Dollars, Euro or Sterling, as the case may be, Dollars and in immediately available funds, funds at the Payment Office (for the account of such non-U.S. office of the Administrative Agent as the Administrative Agent may direct in the case of Eurocurrency Loans) and the Administrative Agent will make available to the Borrower (prior to 1:00 p.m. (New York time) on such day to the extent of funds actually received by the Administrative Agent prior to 12:00 Noon (New York time) on such day) at its the Payment Office Office, in the account specified in the applicable Notice of Borrowing, the aggregate of the amounts so made available by the Lenders not later than 2:00 p.m. (local time in the place of payment)Lenders. Unless the Administrative Agent shall have been notified by any Lender at least one Business Day prior to the date of Borrowing that such Lender does not intend to make available to the Administrative Agent such Lender’s portion of the any Borrowing to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing and the Administrative Agent may, may in its sole discretion (but shall not not, for the avoidance of doubt, be required obligated to), in reliance upon such assumption, make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender on and such amount is advanced to the date of BorrowingBorrower by the Administrative Agent, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify the Borrower and, if so notified, and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall also be entitled to recover on demand from such Lender or the Borrower Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to the rate for Base Rate Loans or Eurocurrency Loans, applicable to the Type of Loan to which such corresponding amount related, for the period in question; provided, however, that any interest paid to the Administrative Agent in respect of such corresponding amount shall be credited against interest payable by the Borrower to such Lender under Section 3.1 in respect of such corresponding amount. Any amount due hereunder to the Administrative Agent (i) if recovered from any Lender which is not paid when due shall bear interest payable by such Lender, from the date due until the date paid, at the overnight Federal Funds Rate for amounts in Dollars (and at the Administrative Agent’s cost of funds for amounts in Euros or Sterling or any other Alternative Currency) for the first three days after the date such amount is due and thereafter at the Federal Funds Rate interest rate otherwise applicable to such Loans for each day thereafter and (or such cost ii) if recovered from the Borrower, the rate of funds rate) plus 1%, together with the Administrative Agent’s standard interbank processing fee. Further, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans, amounts due with respect to its Letters of Credit (or its participations therein) and any other amounts due to it hereunder first applicable to the Administrative Agent to fund any outstanding Loans made available on behalf of such Lender by the Administrative Agent respective Borrowing, as determined pursuant to Section 2.07. Nothing in this Section 2.7 until such Loans have been funded (as a result of such assignment or otherwise) and then to fund Loans of all Lenders other than such Lender until each Lender has outstanding Loans equal to its Pro Rata Share of all Loans (as a result of such assignment or otherwise). Such Lender shall not have recourse against the Borrower with respect to any amounts paid to the Administrative Agent or any Lender with respect to the preceding sentence; provided, that such Lender shall have full recourse against the Borrower to the extent of the amount of such Loans such Lender has been deemed to have made pursuant to the preceding sentence. Nothing herein 2.04 shall be deemed to relieve any Lender from its obligation to fulfill its Commitment make Loans hereunder or to prejudice any rights which the Borrower may have against the any Lender as a result of any default failure by such Lender to make Loans hereunder.

Disbursement of Funds. No All Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that neither Administrative Agent nor any Lender shall be responsible for any default by any other Lender in that other Lender's obligation to make a Loan requested hereunder nor shall the Commitment of any Lender to make a Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender's obligation to make a Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Borrowing pursuant to subsection 2.1B (or telephonic notice in lieu thereof) or a notice deemed to be a Notice of Borrowing pursuant to subsection 2.1B, Administrative Agent shall notify each Lender of the proposed borrowing. Each such Lender shall make the amount of its Loan available to Administrative Agent not later than 1:00 p.m. 12:00 Noon (local time at the place of fundingNew York City time) on the date specified applicable Funding Date, in each Notice of Borrowing, each Lender will make available its Pro Rata Share of Loans, to fund the Borrowing requested to be made on such date same day funds in Dollars, Euro or Sterling, as the case may be, and in immediately available funds, at the Funding and Payment Office (for the account of such non-U.S. office Office. Upon satisfaction or waiver of the Administrative Agent as the Administrative Agent may direct conditions precedent specified in subsections 3.1 (in the case of Eurocurrency LoansLoans made on the Closing Date) and 3.2 (in the case of all Loans), Administrative Agent will shall make the proceeds of such Loans available to Borrowers on the Borrower applicable Funding Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders to be credited to the account of Borrowers at its the Funding and Payment Office the aggregate of the amounts so made available by the Lenders not later than 2:00 p.m. (local time in the place of payment)Office. Unless the Administrative Agent shall have been notified by any Lender at least one Business Day prior to the date of Borrowing a Funding Date that such Lender does not intend to make available to the Administrative Agent the amount of such Lender’s portion of the Borrowing to be made 's Loan requested on such dateFunding Date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing Funding Date and the Administrative Agent may, in its sole discretion, but shall not be required obligated to, in reliance upon such assumption, make available to the Borrower Borrowers a corresponding amountamount on such Funding Date. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender on the date of BorrowingLender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such LenderLender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s 's demand therefor, the Administrative Agent shall promptly notify the Borrower and, if so notified, the Borrower Borrowers and Borrowers shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover from the Borrower together with interest on such corresponding amount in respect of thereon, for each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to the rate for Base Rate Loans or Eurocurrency Loans, applicable to the Type of Loan to which such corresponding amount related, for the period in question; provided, however, that any interest paid to the Administrative Agent in respect of such corresponding amount shall be credited against interest payable by the Borrower to such Lender under Section 3.1 in respect of such corresponding amount. Any amount due hereunder to the Administrative Agent from any Lender which is not paid when due shall bear interest payable by such Lender, from the date due Funding Date until the date paid, at the Federal Funds Rate for amounts in Dollars (and at the Administrative Agent’s cost of funds for amounts in Euros or Sterling or any other Alternative Currency) for the first three days after the date such amount is due and thereafter paid to Administrative Agent, at the Federal Funds rate payable under this Agreement for Base Rate (or such cost of funds rate) plus 1%, together with the Administrative Agent’s standard interbank processing fee. Further, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans, amounts due with respect to its Letters of Credit (or its participations therein) and any other amounts due to it hereunder first to the Administrative Agent to fund any outstanding Loans made available on behalf of such Lender by the Administrative Agent pursuant to this Section 2.7 until such Loans have been funded (as a result of such assignment or otherwise) and then to fund Loans of all Lenders other than such Lender until each Lender has outstanding Loans equal to its Pro Rata Share of all Loans (as a result of such assignment or otherwise). Such Lender shall not have recourse against the Borrower with respect to any amounts paid to the Administrative Agent or any Lender with respect to the preceding sentence; provided, that such Lender shall have full recourse against the Borrower to the extent of the amount of such Loans such Lender has been deemed to have made pursuant to the preceding sentence. Nothing herein in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitment Commitments hereunder or to prejudice any rights which the Borrower that Borrowers may have against the any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. No later than 1:00 p.m. 12:00 Noon (local time at the place of fundingNew York time) on the date specified in each Notice of BorrowingFunding Date, each Lender with a Commitment will make available its Pro Rata Share pro rata portion of Loans, to fund the such Borrowing requested to be made on such date date. All such amounts shall be made available in Dollars, Euro or Sterling, as the case may be, Dollars and in immediately available funds, funds at the Payment Office (for the account of such non-U.S. office of the Administrative Agent as the Administrative Agent may direct in the case of Eurocurrency Loans) Agent, and the Administrative Agent will make available to the Borrower at its the Payment Office the aggregate of the amounts so made available by the Lenders not later than 2:00 p.m. (local time in the place of payment)Lenders. Unless the Administrative Agent shall have been notified by any Lender at least one Business Day prior to the date of Borrowing Funding Date that such Lender does not intend to make available to the Administrative Agent such Lender’s 's portion of the any Borrowing to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing the Funding Date and the Administrative Agent may, but shall not be required toAd- ministrative Agent, in reliance upon such assumption, may (in its sole discretion and without obligation to do so) make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender on the date of BorrowingLender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s 's demand therefor, the Administrative Agent shall promptly notify the Borrower andand if Administrative Agent shall have advanced such amount to Borrower, if so notified, the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover on demand from such Lender or Borrower, as the Borrower case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such Lender, the overnight Federal Funds Rate and (ii) if recovered from Borrower, the rate for Base Rate Loans or Eurocurrency Loans, of interest applicable to the Type of Loan to which such corresponding amount relatedrespective Borrowing, for the period in question; provided, however, that any interest paid to the Administrative Agent in respect of such corresponding amount shall be credited against interest payable by the Borrower to such Lender under Section 3.1 in respect of such corresponding amount. Any amount due hereunder to the Administrative Agent from any Lender which is not paid when due shall bear interest payable by such Lender, from the date due until the date paid, at the Federal Funds Rate for amounts in Dollars (and at the Administrative Agent’s cost of funds for amounts in Euros or Sterling or any other Alternative Currency) for the first three days after the date such amount is due and thereafter at the Federal Funds Rate (or such cost of funds rate) plus 1%, together with the Administrative Agent’s standard interbank processing fee. Further, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans, amounts due with respect to its Letters of Credit (or its participations therein) and any other amounts due to it hereunder first to the Administrative Agent to fund any outstanding Loans made available on behalf of such Lender by the Administrative Agent as determined pursuant to Section 1.07. Nothing in this Section 2.7 until such Loans have been funded (as a result of such assignment or otherwise) and then to fund Loans of all Lenders other than such Lender until each Lender has outstanding Loans equal to its Pro Rata Share of all Loans (as a result of such assignment or otherwise). Such Lender shall not have recourse against the Borrower with respect to any amounts paid to the Administrative Agent or any Lender with respect to the preceding sentence; provided, that such Lender shall have full recourse against the Borrower to the extent of the amount of such Loans such Lender has been deemed to have made pursuant to the preceding sentence. Nothing herein 1.03 shall be deemed to relieve any Lender from its obligation to fulfill make its Commitment respective Loans hereunder or to prejudice any rights which the Borrower may have against the any Lender as a result of any default failure by such Lender to make its respective Loans hereunder.

Disbursement of Funds. No later than 1:00 p.m. 2:30 P.M. (local time at the place of fundingNew York City time) on the date specified in each Notice of BorrowingBorrowing Date, each Lender will make available its Pro Rata Share pro rata portion (determined in accordance with Section 2.07) of Loans, to fund the each Borrowing requested to be made on such date date. All such amounts will be made available in Dollars, Euro or Sterling, as the case may be, Dollars and in immediately available funds, funds at the Payment Office (for the account of such non-U.S. office of the Administrative Agent as the Administrative Agent may direct in the case of Eurocurrency Loans) Office, and the Administrative Agent will make available to the Borrower at its the Payment Office Office, or to such other account as the Borrower may specify in writing prior to the Borrowing Date, the aggregate of the amounts so made available by the Lenders not later than 2:00 p.m. (local time in the place of payment)Lenders. Unless the Administrative Agent shall have been notified by any Lender at least one Business Day prior to the date of Borrowing Date that such Lender does not intend to make available to the Administrative Agent such Lender’s portion of the Borrowing Borrowings to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of the Borrowing Date and the Administrative Agent may, may (but shall not be required obligated to), in reliance upon such assumption, make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender on the date of BorrowingLender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify the Borrower andBorrower, if so notified, and the Borrower shall immediately pay repay such corresponding amount to the Administrative AgentAgent within one Business Day. The Administrative Agent also shall also be entitled to recover on demand from such Lender or the Borrower Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to the rate for Base Rate Loans or Eurocurrency Loans, applicable to the Type of Loan to which such corresponding amount related, for the period in question; provided, however, that any interest paid to the Administrative Agent in respect of such corresponding amount shall be credited against interest payable by the Borrower to such Lender under Section 3.1 in respect of such corresponding amount. Any amount due hereunder to the Administrative Agent (i) if recovered from any Lender which is not paid when due shall bear interest payable by such Lender, from the date due until the date paid, at the overnight Federal Funds Effective Rate for amounts in Dollars (and at the Administrative Agent’s cost of funds for amounts in Euros or Sterling or any other Alternative Currency) for the first three days after the date such amount is due and thereafter at the Federal Funds Rate interest rate otherwise applicable to such Term Loans for each day thereafter and (or such cost ii) if recovered from the Borrower, the rate of funds rate) plus 1%, together with the Administrative Agent’s standard interbank processing fee. Further, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans, amounts due with respect to its Letters of Credit (or its participations therein) and any other amounts due to it hereunder first applicable to the Administrative Agent to fund any outstanding Loans made available on behalf of such Lender by the Administrative Agent respective Borrowing, as determined pursuant to Section 2.08. Nothing in this Section 2.7 until such Loans have been funded (as a result of such assignment or otherwise) and then to fund Loans of all Lenders other than such Lender until each Lender has outstanding Loans equal to its Pro Rata Share of all Loans (as a result of such assignment or otherwise). Such Lender shall not have recourse against the Borrower with respect to any amounts paid to the Administrative Agent or any Lender with respect to the preceding sentence; provided, that such Lender shall have full recourse against the Borrower to the extent of the amount of such Loans such Lender has been deemed to have made pursuant to the preceding sentence. Nothing herein 2.04 shall be deemed to relieve any Lender from its obligation to fulfill its Commitment make Term Loans hereunder or to prejudice any rights which the Borrower may have against the any Lender as a result of any default failure by such Lender to make Term Loans hereunder.

Disbursement of Funds. No later than 1:00 p.m. 2:00 P.M. (local time at the place of fundingNew York time) on the date specified in each Notice of Borrowing, each Lender Bank which has received the notice referred to in the next to last sentence of Section 1.03(a) will make available disburse its Pro Rata Share pro rata portion of Loans, to fund the each Borrowing requested to be made on such date date. All such amounts shall be disbursed in DollarsDollars and in immediately available funds at the Payment Office, Euro or Sterlingand the Administrative Agent will promptly disburse to the Borrower at the Payment Office, as the case may be, in Dollars and in immediately available funds, at the Payment Office (for the account of such non-U.S. office of the Administrative Agent as the Administrative Agent may direct in the case of Eurocurrency Loans) and the Administrative Agent will make available to the Borrower at its Payment Office the aggregate of the amounts so made available by the Lenders not later than 2:00 p.m. (local time in the place of payment)Banks. Unless the Administrative Agent shall have been notified by any Lender at least one Business Day Bank prior to the date of Borrowing that such Lender Bank does not intend to make available disburse to the Administrative Agent such Lender’s Bank's portion of the any Borrowing to be made on such datedate (which notice the Administrative Agent shall promptly provide to the Borrower), the Administrative Agent may assume that such Lender Bank has made disbursed such amount available to the Administrative Agent on such date of Borrowing and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available disburse to the Borrower a corresponding amount. If such corresponding amount is not in fact made available disbursed to the Administrative Agent by such Lender on the date of BorrowingBank, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such LenderBank. If such Lender Bank does not pay such corresponding amount forthwith upon the Administrative Agent’s 's demand therefor, the Administrative Agent shall promptly notify the Borrower and, if so notified, and the Borrower shall immediately within one Business Day thereafter pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover on demand from such Bank or the Borrower Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available disbursed by the Administrative Agent to the Borrower to until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such Bank, the overnight Federal Funds Rate and (ii) if recovered from the Borrower, the rate for Base Rate Loans or Eurocurrency Loans, of interest applicable to the Type of Loan to which such corresponding amount relatedrespective Borrowing, for the period in question; provided, however, that any interest paid to the Administrative Agent in respect of such corresponding amount shall be credited against interest payable by the Borrower to such Lender under Section 3.1 in respect of such corresponding amount. Any amount due hereunder to the Administrative Agent from any Lender which is not paid when due shall bear interest payable by such Lender, from the date due until the date paid, at the Federal Funds Rate for amounts in Dollars (and at the Administrative Agent’s cost of funds for amounts in Euros or Sterling or any other Alternative Currency) for the first three days after the date such amount is due and thereafter at the Federal Funds Rate (or such cost of funds rate) plus 1%, together with the Administrative Agent’s standard interbank processing fee. Further, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans, amounts due with respect to its Letters of Credit (or its participations therein) and any other amounts due to it hereunder first to the Administrative Agent to fund any outstanding Loans made available on behalf of such Lender by the Administrative Agent as determined pursuant to Section 1.08. Nothing in this Section 2.7 until such Loans have been funded (as a result of such assignment or otherwise) and then to fund Loans of all Lenders other than such Lender until each Lender has outstanding Loans equal to its Pro Rata Share of all Loans (as a result of such assignment or otherwise). Such Lender shall not have recourse against the Borrower with respect to any amounts paid to the Administrative Agent or any Lender with respect to the preceding sentence; provided, that such Lender shall have full recourse against the Borrower to the extent of the amount of such Loans such Lender has been deemed to have made pursuant to the preceding sentence. Nothing herein 1.04 shall be deemed to relieve any Lender Bank from its obligation to fulfill its Commitment make Loans hereunder or to prejudice any rights which the Borrower may have against the Lender any Bank as a result of any default failure by such Lender Bank to make Loans hereunder.

Disbursement of Funds. No later than 1:00 p.m. 11:00 A.M. (local time at the place of fundingNew York time) on the date specified in each Notice of BorrowingClosing Date, each Lender Bank will make available its Pro Rata Share PRO RATA portion of Loans, to fund the Borrowing of Loans requested to be made on such date in Dollarsdate, Euro or Sterling, as the case may be, and in immediately available funds, funds at the Payment Office (for the account of such non-U.S. office of the Administrative Agent as the Administrative Agent may direct in the case of Eurocurrency Loans) and the Agent. The Administrative Agent will make available to the Borrower at its the Payment Office in immediately available funds, the aggregate of the amounts so made available by the Lenders not later than 2:00 p.m. Banks prior to 11:00 A.M. (local time in New York time) on such day, to the place extent of payment)funds actually received by the Administrative Agent. Unless the Administrative Agent shall have been notified by any Lender at least one Business Day Bank prior to the date of Borrowing that such Lender Bank does not intend to make available to the Administrative Agent such Lender’s Bank's portion of the any Borrowing to be made on such date, the Administrative Agent may assume that such Lender Bank has made such amount available to the Administrative Agent on such date of Borrowing and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender on the date of BorrowingBank, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such LenderBank. If such Lender Bank does not pay such corresponding amount forthwith upon the Administrative Agent’s 's demand therefor, the Administrative Agent shall promptly notify the Borrower and, if so notified, and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover on demand from such Bank or the Borrower Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such Bank, the overnight Federal Funds Rate and (ii) if recovered from the Borrower, the rate for Base Rate Loans or Eurocurrency Loans, of interest applicable to the Type of Loan to which such corresponding amount relatedrespective Borrowing, for the period in question; provided, however, that any interest paid to the Administrative Agent in respect of such corresponding amount shall be credited against interest payable by the Borrower to such Lender under Section 3.1 in respect of such corresponding amount. Any amount due hereunder to the Administrative Agent from any Lender which is not paid when due shall bear interest payable by such Lender, from the date due until the date paid, at the Federal Funds Rate for amounts in Dollars (and at the Administrative Agent’s cost of funds for amounts in Euros or Sterling or any other Alternative Currency) for the first three days after the date such amount is due and thereafter at the Federal Funds Rate (or such cost of funds rate) plus 1%, together with the Administrative Agent’s standard interbank processing fee. Further, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans, amounts due with respect to its Letters of Credit (or its participations therein) and any other amounts due to it hereunder first to the Administrative Agent to fund any outstanding Loans made available on behalf of such Lender by the Administrative Agent as determined pursuant to Section 1.08. Nothing in this Section 2.7 until such Loans have been funded (as a result of such assignment or otherwise) and then to fund Loans of all Lenders other than such Lender until each Lender has outstanding Loans equal to its Pro Rata Share of all Loans (as a result of such assignment or otherwise). Such Lender shall not have recourse against the Borrower with respect to any amounts paid to the Administrative Agent or any Lender with respect to the preceding sentence; provided, that such Lender shall have full recourse against the Borrower to the extent of the amount of such Loans such Lender has been deemed to have made pursuant to the preceding sentence. Nothing herein 1.04 shall be deemed to relieve any Lender Bank from its obligation to fulfill its Commitment make a Loan hereunder or to prejudice any rights which the Borrower may have against the Lender any Bank as a result of any default failure by such Lender Bank to make a Loan hereunder.

Disbursement of Funds. (a) No later than 1:00 5:00 p.m. (local time at the place of fundingNew York time) on the date specified in each Notice of BorrowingInitial Takedown Closing Date or Final Takedown Closing Date, as the case may be, each Lender will make available its Pro Rata Share pro rata share of Loans, to fund the Borrowing Bridge Loan requested to be made on such date in Dollars, Euro or Sterling, as the case may be, manner provided below. All amounts shall be made available to the Agent in U.S. Legal Tender and in immediately available funds, funds at the Payment Office (for the account of such non-U.S. office of the Administrative Agent as the Administrative Agent may direct in the case of Eurocurrency Loans) and the Administrative Agent promptly will make available to the Borrower by depositing to its account at its the Payment Office the aggregate of the amounts so made available by the Lenders not later than 2:00 p.m. (local time in the place type of payment)funds received. Unless the Administrative Agent shall have been notified by any Lender at least one Business Day prior to the date of Borrowing Initial Takedown Closing Date or Final Takedown Closing Date, as the case may be, that such Lender does not intend to make available to the Administrative Agent such Lender’s its portion of the Borrowing Bridge Loan to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing date, and the Administrative Agent may, but shall not be required toAgent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender on and the date of BorrowingAgent has made available same to the Borrower, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s 's demand therefor, the Administrative Agent shall promptly notify the Borrower andBorrower, if so notified, and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover from such Lender or the Borrower Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to the rate for Base Rate Loans or Eurocurrency Loans, applicable to the Type of Loan to which such corresponding amount related, for the period in question; provided, however, that any interest (x) if paid to the Administrative Agent in respect of such corresponding amount shall be credited against interest payable by the Borrower to such Lender under Section 3.1 in respect of such corresponding amount. Any amount due hereunder to the Administrative Agent from any Lender which is not paid when due shall bear interest payable by such Lender, from the date due until the date paid, at the overnight Federal Funds Rate for amounts in Dollars or (and at y) if paid by the Administrative Agent’s cost Borrower, the then applicable rate of funds for amounts in Euros or Sterling or any other Alternative Currency) for the first three days after the date such amount is due and thereafter at the Federal Funds Rate (or such cost of funds rate) plus 1%, together with the Administrative Agent’s standard interbank processing fee. Further, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans, amounts due with respect to its Letters of Credit (or its participations therein) and any other amounts due to it hereunder first to the Administrative Agent to fund any outstanding Loans made available on behalf of such Lender by the Administrative Agent pursuant to this Section 2.7 until such Loans have been funded (as a result of such assignment or otherwise) and then to fund Loans of all Lenders other than such Lender until each Lender has outstanding Loans equal to its Pro Rata Share of all Loans (as a result of such assignment or otherwise). Such Lender shall not have recourse against the Borrower with respect to any amounts paid to the Administrative Agent or any Lender with respect to the preceding sentence; provided, that such Lender shall have full recourse against the Borrower to the extent of the amount of such Loans such Lender has been deemed to have made pursuant to the preceding sentence. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment hereunder or to prejudice any rights which the Borrower may have against the Lender as a result of any default by such Lender hereunderBridge Loan.

Disbursement of Funds. No Except as otherwise specifically provided in the immediately succeeding sentence, no later than 1:00 p.m. 9:30 a.m. (local time at the place of fundingNew York City time) on the date specified in each the Notice of Borrowing, each Lender will make available its Pro Rata Share to the Administrative Agent such Lender’s Percentage of Loans, to fund the Borrowing requested to Borrowing. All such amounts shall be made on such date available in Dollars, Euro or Sterling, as the case may be, Dollars and in immediately available funds, funds at the Payment Office (for the account of such non-U.S. office of the Administrative Agent as the Administrative Agent may direct in the case of Eurocurrency Loans) Office, and the Administrative Agent will make available to the Borrower at its the Payment Office the aggregate of the amounts so made available by the Lenders not later than 2:00 p.m. (local time in the place of payment)Lenders. Unless the Administrative Agent shall have been notified by any Lender at least one Business Day prior to the date of the Borrowing that such Lender does not intend to make available to the Administrative Agent such Lender’s portion of the Borrowing to be made on such dateBorrowing, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender on the date of BorrowingLender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify the Borrower and, if so notified, the Borrower shall to immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover on demand from such Lender or the Borrower Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to the rate for Base Rate Loans or Eurocurrency Loans, applicable to the Type of Loan to which such corresponding amount related, for the period in question; provided, however, that any interest paid to the Administrative Agent in respect of such corresponding amount shall be credited against interest payable by the Borrower to such Lender under Section 3.1 in respect of such corresponding amount. Any amount due hereunder to the Administrative Agent (i) if recovered from any Lender which is not paid when due shall bear interest payable by such Lender, from the date due until the date paid, at the overnight Federal Funds Rate for amounts in Dollars (and at the Administrative Agent’s cost of funds for amounts in Euros or Sterling or any other Alternative Currency) for the first three days after the date such amount is due and thereafter at the Federal Funds Rate interest rate otherwise applicable to such Loans for each day thereafter and (or such cost ii) if recovered from the Borrower, the rate of funds rate) plus 1%, together with the Administrative Agent’s standard interbank processing fee. Further, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans, amounts due with respect to its Letters of Credit (or its participations therein) and any other amounts due to it hereunder first applicable to the Administrative Agent to fund any outstanding Loans made available on behalf of such Lender by the Administrative Agent Borrowing, as determined pursuant to Section 1.07. Nothing in this Section 2.7 until such Loans have been funded (as a result of such assignment or otherwise) and then to fund Loans of all Lenders other than such Lender until each Lender has outstanding Loans equal to its Pro Rata Share of all Loans (as a result of such assignment or otherwise). Such Lender shall not have recourse against the Borrower with respect to any amounts paid to the Administrative Agent or any Lender with respect to the preceding sentence; provided, that such Lender shall have full recourse against the Borrower to the extent of the amount of such Loans such Lender has been deemed to have made pursuant to the preceding sentence. Nothing herein 1.04 shall be deemed to relieve any Lender from its obligation to fulfill its Commitment make Loans hereunder or to prejudice any rights which the Borrower may have against the any Lender as a result of any default failure by such Lender to make Loans hereunder.

Disbursement of Funds. No later than 1:00 p.m. P.M. (local time at the place of fundingNew York time) on the date specified in each Notice of Borrowing, each Lender Bank which has received the notice referred to in the next to last sentence of Section 1.03(a) will make available disburse its Pro Rata Share pro rata portion of Loans, to fund the each Borrowing requested to be made on such date date. All such amounts shall be disbursed in DollarsDollars and in immediately available funds at the Payment Office, Euro or Sterlingand the Administrative Agent will promptly disburse to the Borrower at the Payment Office, as the case may be, in Dollars and in immediately available funds, at the Payment Office (for the account of such non-U.S. office of the Administrative Agent as the Administrative Agent may direct in the case of Eurocurrency Loans) and the Administrative Agent will make available to the Borrower at its Payment Office the aggregate of the amounts so made available by the Lenders not later than 2:00 p.m. (local time in the place of payment)Banks. Unless the Administrative Agent shall have been notified by any Lender at least one Business Day Bank prior to the date of Borrowing that such Lender Bank does not intend to make available disburse to the Administrative Agent such Lender’s Bank's portion of the any Borrowing to be made on such date, the Administrative Agent may assume that such Lender Bank has made disbursed such amount available to the Administrative Agent on such date of Borrowing and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available disburse to the Borrower a corresponding amount. If such corresponding amount is not in fact made available disbursed to the Administrative Agent by such Lender on the date of BorrowingBank, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such LenderBank. If such Lender Bank does not pay such corresponding amount forthwith upon the Administrative Agent’s 's demand therefor, the Administrative Agent shall promptly notify the Borrower and, if so notified, and the Borrower shall immediately within one Business Day thereafter pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover on demand from such Bank or the Borrower Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available disbursed by the Administrative Agent to the Borrower to until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such Bank, at the overnight Federal Funds Rate and (ii) if recovered from the Borrower, the rate for Base Rate Loans or Eurocurrency Loans, of interest applicable to the Type of Loan to which such corresponding amount relatedrespective Borrowing, for the period in question; provided, however, that any interest paid to the Administrative Agent in respect of such corresponding amount shall be credited against interest payable by the Borrower to such Lender under Section 3.1 in respect of such corresponding amount. Any amount due hereunder to the Administrative Agent from any Lender which is not paid when due shall bear interest payable by such Lender, from the date due until the date paid, at the Federal Funds Rate for amounts in Dollars (and at the Administrative Agent’s cost of funds for amounts in Euros or Sterling or any other Alternative Currency) for the first three days after the date such amount is due and thereafter at the Federal Funds Rate (or such cost of funds rate) plus 1%, together with the Administrative Agent’s standard interbank processing fee. Further, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans, amounts due with respect to its Letters of Credit (or its participations therein) and any other amounts due to it hereunder first to the Administrative Agent to fund any outstanding Loans made available on behalf of such Lender by the Administrative Agent as determined pursuant to Section 1.08. Nothing in this Section 2.7 until such Loans have been funded (as a result of such assignment or otherwise) and then to fund Loans of all Lenders other than such Lender until each Lender has outstanding Loans equal to its Pro Rata Share of all Loans (as a result of such assignment or otherwise). Such Lender shall not have recourse against the Borrower with respect to any amounts paid to the Administrative Agent or any Lender with respect to the preceding sentence; provided, that such Lender shall have full recourse against the Borrower to the extent of the amount of such Loans such Lender has been deemed to have made pursuant to the preceding sentence. Nothing herein 1.04 shall be deemed to relieve any Lender Bank from its obligation to fulfill its Commitment make Revolving Loans hereunder or to prejudice any rights which the Borrower may have against the Lender any Bank as a result of any default failure by such Lender Bank to make Revolving Loans hereunder.

Disbursement of Funds. No later than 1:00 p.m. P.M. (local time at the place of fundingNew York time) on the date specified in each Notice of Borrowing, each Lender with a Commitment of the respective Tranche will make available its Pro Rata Share pro rata portion (determined in accordance with Section 2.07) of Loans, to fund the each such Borrowing requested to be made on such date date. All such amounts will be made available in Dollars, Euro or Sterling, as the case may be, Dollars and in immediately available funds, funds at the Payment Office (for the account of such non-U.S. office of the Administrative Agent as the Administrative Agent may direct in the case of Eurocurrency Loans) Office, and the Administrative Agent will make available to the Borrower at its the Payment Office the aggregate of the amounts so made available by the Lenders not later than 2:00 p.m. (local time in the place of payment)Lenders. Unless the Administrative Agent shall have been notified by any Lender at least one Business Day prior to the date of Borrowing that such Lender does not intend to make available to the Administrative Agent such Lender’s portion of the any Borrowing to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing and the Administrative Agent may, may (but shall not be required obligated to), in reliance upon such assumption, make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender on the date of BorrowingLender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify the Borrower and, if so notified, and the Borrower shall immediately following such notification pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall also be entitled to recover on demand from such Lender or the Borrower Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to the rate for Base Rate Loans or Eurocurrency Loans, applicable to the Type of Loan to which such corresponding amount related, for the period in question; provided, however, that any interest paid to the Administrative Agent in respect of such corresponding amount shall be credited against interest payable by the Borrower to such Lender under Section 3.1 in respect of such corresponding amount. Any amount due hereunder to the Administrative Agent (i) if recovered from any Lender which is not paid when due shall bear interest payable by such Lender, from the date due until the date paid, at the overnight Federal Funds Rate for amounts in Dollars (and at the Administrative Agent’s cost of funds for amounts in Euros or Sterling or any other Alternative Currency) for the first three days after the date such amount is due and thereafter at the Federal Funds Rate interest rate otherwise applicable to such Loans for each day thereafter and (or such cost ii) if recovered from the Borrower, the rate of funds rate) plus 1%, together with the Administrative Agent’s standard interbank processing fee. Further, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans, amounts due with respect to its Letters of Credit (or its participations therein) and any other amounts due to it hereunder first applicable to the Administrative Agent to fund any outstanding Loans made available on behalf of such Lender by the Administrative Agent respective Borrowing, as determined pursuant to Section 2.08. Nothing in this Section 2.7 until such Loans have been funded (as a result of such assignment or otherwise) and then to fund Loans of all Lenders other than such Lender until each Lender has outstanding Loans equal to its Pro Rata Share of all Loans (as a result of such assignment or otherwise). Such Lender shall not have recourse against the Borrower with respect to any amounts paid to the Administrative Agent or any Lender with respect to the preceding sentence; provided, that such Lender shall have full recourse against the Borrower to the extent of the amount of such Loans such Lender has been deemed to have made pursuant to the preceding sentence. Nothing herein 2.04 shall be deemed to relieve any Lender from its obligation to fulfill its Commitment make Loans hereunder or to prejudice any rights which the Borrower may have against the any Lender as a result of any default failure by such Lender to make Loans hereunder.

Disbursement of Funds. No later than 1:00 p.m. (local time at a) Subject to the place of funding) on the date specified in each Notice of Borrowingterms and conditions hereinafter provided, each Lender Bank will make available its Pro Rata Share pro rata share, if any, of Loans, to fund the each Borrowing requested to be made on such the date specified in Dollars, Euro a Notice of Borrowing or Sterlinga Notice of Competitive Bid Borrowing, as the case may be, and in immediately available fundsthe manner provided below by no later than 1:00 P.M. (New York time) on such date, at the Payment Office (for the account of such non-U.S. office of the Administrative Agent as the Administrative Agent may direct but, in the case of Eurocurrency a Borrowing of Base Rate Loans, only to the extent that such Bank has received a notice from the Administrative Agent of such proposed Borrowing. All amounts shall be made available to the Administrative Agent (x) in the case of a Borrowing of Revolving Loans, in an Approved Currency as specified in such Notice of Borrowing and (y) in the case of a Competitive Bid Borrowing, in Dollars or an Approved Alternate Currency as specified in such Notice of Competitive Bid Borrowing and, in each case, in immediately available funds at the Payment Office, and the Administrative Agent will promptly will, on the date specified in such Notice of Borrowing, make available to the applicable Borrower by depositing to its account at its the Payment Office the aggregate of the amounts so made available by the Lenders not later than 2:00 p.m. (local Banks by the time specified in the place preceding sentence in the type of payment)funds received. Unless the Administrative Agent shall have been notified by any Lender at least one Business Day Bank prior to the date of Borrowing that such Lender Bank does not intend to make available to the Administrative Agent such Lender’s portion its portion, if any, of the Borrowing or Borrowings to be made on such date, the Administrative Agent may assume that such Lender Bank has made such amount available to the Administrative Agent on such date of Borrowing Borrowing, and the Administrative Agent may, but shall not be required toAgent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the such Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender on Bank and the date of BorrowingAdministrative Agent has made available same to such Borrower, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such LenderBank. If such Lender Bank does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify the Borrower andsuch Borrower, if so notified, the and such Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover from such Bank or such Borrower, as the Borrower case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the such Borrower to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (x) if to be paid by such Bank, the customary rate for Base Rate Loans or Eurocurrency Loans, applicable to the Type of Loan to which such corresponding amount related, for the period in question; provided, however, that any interest paid to set by the Administrative Agent in respect for the correction of such corresponding amount shall be credited against interest payable by errors among banks for each day during the Borrower to such Lender under Section 3.1 in respect period consisting of such corresponding amount. Any amount due hereunder to the Administrative Agent from any Lender which is not paid when due shall bear interest payable by such Lender, from the date due until the date paid, at the Federal Funds Rate for amounts in Dollars (and at the Administrative Agent’s cost of funds for amounts in Euros or Sterling or any other Alternative Currency) for the first three days after the Business Days following such date such amount is due of availability and thereafter at the Federal Funds Base Rate or (or such cost of funds ratey) plus 1%, together with the Administrative Agent’s standard interbank processing fee. Further, such Lender shall if to be deemed to have assigned any and all payments made of principal and interest on its Loans, amounts due with respect to its Letters of Credit (or its participations therein) and any other amounts due to it hereunder first to the Administrative Agent to fund any outstanding Loans made available on behalf of such Lender by the Administrative Agent pursuant to this Section 2.7 until such Loans have been funded (as a result of such assignment or otherwise) and then to fund Loans of all Lenders other than such Lender until each Lender has outstanding Loans equal to its Pro Rata Share of all Loans (as a result of such assignment or otherwise). Such Lender shall not have recourse against the Borrower with respect to any amounts paid to the Administrative Agent or any Lender with respect to the preceding sentence; provided, that such Lender shall have full recourse against the Borrower to the extent of the amount of such Loans such Lender has been deemed to have made pursuant to the preceding sentence. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment hereunder or to prejudice any rights which the Borrower may have against the Lender as a result of any default by such Lender hereunderBorrower, the then applicable rate of interest, calculated in accordance with Section 1.09 for the respective Loans.

Disbursement of Funds. No All Loans under this Agreement shall be made by the Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender’s obligation to make a Loan requested hereunder nor shall the Commitment of any Lender to make the particular type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender’s obligation to make a Loan requested hereunder. Promptly after receipt by the Administrative Agent of a Loan/Letter of Credit Request pursuant to Section 2.1.B., the Administrative Agent shall notify each Lender of the proposed borrowing. Each Lender shall make the amount of its Loan available to the Administrative Agent not later than 1:00 p.m. 12:00 Noon (local time at the place of fundingNew York City time) on the date specified applicable Loan Date, in each Notice of Borrowing, each Lender will make immediately available its Pro Rata Share of Loans, to fund the Borrowing requested to be made on such date funds in Dollars, Euro or Sterling, as the case may be, and in immediately available funds, at the Funding and Payment Office (for the account of such non-U.S. office of the Office. The Administrative Agent shall disburse the proceeds of each Loan, all in accordance with and as the Administrative Agent may direct more particularly described in the case Loan/Letter of Eurocurrency Loans) and the Administrative Agent will make available to the Borrower at its Payment Office the aggregate of the amounts so made available by the Lenders not later than 2:00 p.m. (local time in the place of payment)Credit Request. Unless the Administrative Agent shall have been notified by any Lender at least one Business Day prior to the date of Borrowing Loan Date that such Lender does not intend to make available to the Administrative Agent the amount of such Lender’s portion Pro Rata Share of the Borrowing to be made such Loan requested on such dateLoan Date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing Loan Date and the Administrative Agent may, in its sole discretion, but shall not be required obligated to, in reliance upon such assumption, make available to the applicable Borrower a corresponding amountamount on such Loan Date. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender on the date of BorrowingLender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Loan Date until the date such amount is paid to the Administrative Agent, at the Federal Funds Effective Rate for the first three Business Days and thereafter at the rate payable under this Agreement for Base Rate Loans. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s share of the Loan included in such Loan. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify the applicable Borrower and, if so notified, and the applicable Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover from the Borrower together with interest on such corresponding amount in respect of thereon, for each day from such Loan Date until the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by paid to the Administrative Agent, at a rate per annum equal to the rate payable under this Agreement for Base Rate Loans or Eurocurrency Loans, applicable to the Type of Loan to which such corresponding amount related, for the period . Nothing in question; provided, however, that any interest paid to the Administrative Agent in respect of such corresponding amount shall be credited against interest payable by the Borrower to such Lender under Section 3.1 in respect of such corresponding amount. Any amount due hereunder to the Administrative Agent from any Lender which is not paid when due shall bear interest payable by such Lender, from the date due until the date paid, at the Federal Funds Rate for amounts in Dollars (and at the Administrative Agent’s cost of funds for amounts in Euros or Sterling or any other Alternative Currency) for the first three days after the date such amount is due and thereafter at the Federal Funds Rate (or such cost of funds rate) plus 1%, together with the Administrative Agent’s standard interbank processing fee. Further, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans, amounts due with respect to its Letters of Credit (or its participations therein) and any other amounts due to it hereunder first to the Administrative Agent to fund any outstanding Loans made available on behalf of such Lender by the Administrative Agent pursuant to this Section 2.7 until such Loans have been funded (as a result of such assignment or otherwise) and then to fund Loans of all Lenders other than such Lender until each Lender has outstanding Loans equal to its Pro Rata Share of all Loans (as a result of such assignment or otherwise). Such Lender shall not have recourse against the Borrower with respect to any amounts paid to the Administrative Agent or any Lender with respect to the preceding sentence; provided, that such Lender shall have full recourse against the Borrower to the extent of the amount of such Loans such Lender has been deemed to have made pursuant to the preceding sentence. Nothing herein 2.1.C. shall be deemed to relieve any Lender from its obligation to fulfill its Commitment Commitments hereunder or to prejudice any rights which that the applicable Borrower may have against the any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. No Except as otherwise specifically provided in the immediately succeeding sentence, no later than 1:00 p.m. 12:00 Noon (local time at the place of fundingNew York time) on the date specified in each Notice of Borrowing, each Lender will make available its Pro Rata Share pro rata portion of Loans, to fund the each such Borrowing requested to be made on such date date. All such amounts shall be made available in Dollars, Euro or Sterling, as the case may be, Dollars and in immediately available funds, funds at the Payment Office (for the account of such non-U.S. office of the Administrative Agent as the Administrative Agent may direct in the case of Eurocurrency Loans) and the Administrative Agent will make available to the Borrower (prior to 1:00 P.M. (New York time) on such day to the extent of funds actually received by the Administrative Agent at its or prior to 12:00 Noon (New York time) on such day) at the Payment Office Office, in the account specified in the applicable Notice of Borrowing, the aggregate of the amounts so made available by the Lenders not later than 2:00 p.m. (local time in the place of payment)Lenders. Unless the Administrative Agent shall have been notified by any Lender at least one Business Day prior to the date of Borrowing that such Lender does not intend to make available to the Administrative Agent such Lender’s portion of the any Borrowing to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender on the date of BorrowingLender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify the Borrower and, if so notified, and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover on demand from such Lender or the Borrower Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such Lender, at the overnight Federal Funds Rate and (ii) if recovered from the Borrower, the rate for Base Rate Loans or Eurocurrency Loans, of interest applicable to the Type of Loan to which such corresponding amount relatedrespective Borrowing, for the period in question; provided, however, that any interest paid to the Administrative Agent in respect of such corresponding amount shall be credited against interest payable by the Borrower to such Lender under Section 3.1 in respect of such corresponding amount. Any amount due hereunder to the Administrative Agent from any Lender which is not paid when due shall bear interest payable by such Lender, from the date due until the date paid, at the Federal Funds Rate for amounts in Dollars (and at the Administrative Agent’s cost of funds for amounts in Euros or Sterling or any other Alternative Currency) for the first three days after the date such amount is due and thereafter at the Federal Funds Rate (or such cost of funds rate) plus 1%, together with the Administrative Agent’s standard interbank processing fee. Further, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans, amounts due with respect to its Letters of Credit (or its participations therein) and any other amounts due to it hereunder first to the Administrative Agent to fund any outstanding Loans made available on behalf of such Lender by the Administrative Agent as determined pursuant to this Section 2.7 until such Loans have been funded (as a result of such assignment or otherwise) and then to fund Loans of all Lenders other than such Lender until each Lender has outstanding Loans equal to its Pro Rata Share of all Loans (as a result of such assignment or otherwise). Such Lender shall not have recourse against the Borrower with respect to any amounts paid to the Administrative Agent or any Lender with respect to the preceding sentence; provided, that such Lender shall have full recourse against the Borrower to the extent of the amount of such Loans such Lender has been deemed to have made pursuant to the preceding sentence. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment hereunder or to prejudice any rights which the Borrower may have against the Lender as a result of any default by such Lender hereunder1.07.

Disbursement of Funds. No (a) Subject to the terms and conditions herein set forth, no later than 1:00 p.m. 11:00 A.M. (local time at the place of fundingNew York time) on the date specified in each Notice of Borrowing, each Lender Bank with a Commitment under the respective Facility will make available its Pro Rata Share PRO RATA share of Loans, to fund the each Borrowing requested to be made on such date in Dollars, Euro or Sterling, as the case may be, and manner provided below. All amounts shall be made available to the Administrative Agent in immediately available funds, denominated in U.S. Dollars, at the Payment Office (for the account of such non-U.S. office of the Administrative Agent as the Administrative Agent may direct in the case of Eurocurrency Loans) and the Administrative Agent will promptly make available to the Borrower by depositing to the Borrower's account at its the Payment Office the aggregate of the amounts so made available by the Lenders not later than 2:00 p.m. (local time in the place type of payment)funds received. Unless the Administrative Agent shall have been notified by any Lender at least one Business Day Bank prior to the date of Borrowing that such Lender Bank does not intend to make available to the Administrative Agent such Lender’s its portion of the Borrowing or Borrowings to be made on such date, the Administrative Agent may assume that such Lender Bank has made such amount available to the Administrative Agent on such date of Borrowing Borrowing, and the Administrative Agent may, but shall not be required toAgent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender on Bank and the date of BorrowingAdministrative Agent has made available same to the Borrower, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such LenderBank. If such Lender Bank does not pay such corresponding amount forthwith upon the Administrative Agent’s 's demand therefor, the Administrative Agent shall promptly notify the Borrower andBorrower, if so notified, and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover from the Borrower Bank or the Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (x) if paid by such Bank, the overnight Federal Funds Effective Rate or (Y) if paid by the Borrower, the then applicable rate for Base Rate Loans or Eurocurrency Loansof interest, applicable to the Type of Loan to which such corresponding amount relatedcalculated in accordance with Section 1.08, for the period in question; provided, however, that any interest paid to the Administrative Agent in respect of such corresponding amount shall be credited against interest payable by the Borrower to such Lender under Section 3.1 in respect of such corresponding amount. Any amount due hereunder to the Administrative Agent from any Lender which is not paid when due shall bear interest payable by such Lender, from the date due until the date paid, at the Federal Funds Rate for amounts in Dollars (and at the Administrative Agent’s cost of funds for amounts in Euros or Sterling or any other Alternative Currency) for the first three days after the date such amount is due and thereafter at the Federal Funds Rate (or such cost of funds rate) plus 1%, together with the Administrative Agent’s standard interbank processing fee. Further, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its respective Loans, amounts due with respect to its Letters of Credit (or its participations therein) and any other amounts due to it hereunder first to the Administrative Agent to fund any outstanding Loans made available on behalf of such Lender by the Administrative Agent pursuant to this Section 2.7 until such Loans have been funded (as a result of such assignment or otherwise) and then to fund Loans of all Lenders other than such Lender until each Lender has outstanding Loans equal to its Pro Rata Share of all Loans (as a result of such assignment or otherwise). Such Lender shall not have recourse against the Borrower with respect to any amounts paid to the Administrative Agent or any Lender with respect to the preceding sentence; provided, that such Lender shall have full recourse against the Borrower to the extent of the amount of such Loans such Lender has been deemed to have made pursuant to the preceding sentence. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment hereunder or to prejudice any rights which the Borrower may have against the Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. No later than 1:00 p.m. 12:00 Noon (local time at the place of fundingNew York time) on the date specified in each Notice of Borrowing, each Lender Bank will make available its Pro Rata Share pro rata portion of Loans, to fund the each Borrowing requested to be made on such date to the Administrative Agent, in Dollars, Euro or Sterling, as the case may be, Dollars and in immediately available funds, funds at the Payment Office (for the account of such non-U.S. office of the Administrative Agent as the Administrative Agent may direct in the case of Eurocurrency Loans) Office, and the Administrative Agent will make available to the Borrower at its the Payment Office the aggregate of the amounts so made available by the Lenders not later than 2:00 p.m. (local time in the place of payment)Banks. Unless the Administrative Agent shall have been notified by any Lender at least one Business Day Bank prior to the date of any such Borrowing that such Lender Bank does not intend to make available to the Administrative Agent such Lender’s Bank's portion of the any such Borrowing to be made on such date, the Administrative Agent may assume that such Lender Bank has made such amount available to the Administrative Agent on such date of such Borrowing and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender on the date of BorrowingBank, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such LenderBank. If such Lender Bank does not pay such corresponding amount forthwith upon the Administrative Agent’s 's demand therefor, the Administrative Agent shall promptly notify the Borrower and, if so notified, and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover on demand from such Bank or the Borrower Borrower, as the case may be, (i) interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (x) if recovered from such Bank, the overnight Federal Funds Rate for the first two days and the Alternate Base Rate thereafter and (y) if recovered from the Borrower, the then applicable rate for Base Rate Loans or Eurocurrency Eurodollar Loans, applicable to as the Type of Loan to which such corresponding case may be, as determined in accordance with Section 1.08 plus (ii) in any case, an amount related, for the period in question; provided, however, that any interest paid to the Administrative Agent in respect of such corresponding amount shall be credited against interest payable by the Borrower to such Lender under Section 3.1 in respect of such corresponding amount. Any amount due hereunder to the Administrative Agent from any Lender which is not paid when due shall bear interest payable by such Lender, from the date due until the date paid, at the Federal Funds Rate for amounts in Dollars (and at the Administrative Agent’s cost of funds for amounts in Euros or Sterling or any other Alternative Currency) for the first three days after the date such amount is due and thereafter at the Federal Funds Rate (or such cost of funds rate) plus 1%, together with the Administrative Agent’s standard interbank processing fee. Further, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans, amounts due with respect to its Letters of Credit (or its participations therein) and any other amounts due to it hereunder first to the Administrative Agent to fund any outstanding Loans made available on behalf of such Lender by the Administrative Agent pursuant to this Section 2.7 until such Loans have been funded (as a result of such assignment or otherwise) and then to fund Loans of all Lenders other than such Lender until each Lender has outstanding Loans equal to its Pro Rata Share of all Loans (as a result of such assignment or otherwise). Such Lender shall not have recourse against the Borrower with respect to any amounts paid to losses incurred by the Administrative Agent or any Lender with respect Bank (other than the Bank which failed to the preceding sentence; provided, that such Lender shall have full recourse against the Borrower to the extent make its funds available) under any Hedging Agreement or otherwise as a result of the amount failure of such Loans Bank to provide such Lender has been deemed to have made pursuant to the preceding sentenceamount as required in this Agreement. Nothing herein in this Section 1.04 shall be deemed to relieve any Lender Bank from its obligation to fulfill its Commitment hereunder or to prejudice any rights which the Borrower may have against the Lender any Bank as a result of any default by such Lender any Bank hereunder.

Disbursement of Funds. No later than 1:00 p.m. P.M. (local time at the place of fundingNew York City time) on the date specified in each Notice of Borrowing, each Lender with a Term Loan Commitment of the respective Tranche will make available its Pro Rata Share pro rata portion (determined in accordance with Section 2.07) of Loans, to fund the each such Borrowing requested to be made on such date date. All such amounts will be made available in Dollars, Euro or Sterling, as the case may be, Dollars and in immediately available funds, funds at the Payment Office (for the account of such non-U.S. office of the Administrative Agent as the Administrative Agent may direct in the case of Eurocurrency Loans) Office, and the Administrative Agent will make available to the Borrower at its the Payment Office Office, or to such other account as the Borrower may specify in writing prior to the Closing Date, the aggregate of the amounts so made available by the Lenders not later than 2:00 p.m. (local time in the place of payment)Lenders. Unless the Administrative Agent shall have been notified by any Lender at least one Business Day prior to the date of Borrowing that such Lender does not intend to make available to the Administrative Agent such Lender’s portion of the any Borrowing to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing and the Administrative Agent may, may (but shall not be required obligated to), in reliance upon such assumption, make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender on the date of BorrowingLender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify the Borrower and, if so notified, and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall also be entitled to recover on demand from such Lender or the Borrower Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to the rate for Base Rate Loans or Eurocurrency Loans, applicable to the Type of Loan to which such corresponding amount related, for the period in question; provided, however, that any interest paid to the Administrative Agent in respect of such corresponding amount shall be credited against interest payable by the Borrower to such Lender under Section 3.1 in respect of such corresponding amount. Any amount due hereunder to the Administrative Agent (i) if recovered from any Lender which is not paid when due shall bear interest payable by such Lender, from the date due until the date paid, at the overnight Federal Funds Rate for amounts in Dollars the first three (3) days and at the Administrative Agent’s cost interest rate otherwise applicable to such Term Loans for each day thereafter and (ii) if recovered from the Borrower, the rate of funds for amounts in Euros or Sterling or any other Alternative Currency) for the first three days after the date such amount is due and thereafter at the Federal Funds Rate (or such cost of funds rate) plus 1%, together with the Administrative Agent’s standard interbank processing fee. Further, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans, amounts due with respect to its Letters of Credit (or its participations therein) and any other amounts due to it hereunder first applicable to the Administrative Agent to fund any outstanding Loans made available on behalf of such Lender by the Administrative Agent respective Borrowing, as determined pursuant to Section 2.08. Nothing in this Section 2.7 until such Loans have been funded (as a result of such assignment or otherwise) and then to fund Loans of all Lenders other than such Lender until each Lender has outstanding Loans equal to its Pro Rata Share of all Loans (as a result of such assignment or otherwise). Such Lender shall not have recourse against the Borrower with respect to any amounts paid to the Administrative Agent or any Lender with respect to the preceding sentence; provided, that such Lender shall have full recourse against the Borrower to the extent of the amount of such Loans such Lender has been deemed to have made pursuant to the preceding sentence. Nothing herein 2.04 shall be deemed to relieve any Lender from its obligation to fulfill its Commitment make Term Loans hereunder or to prejudice any rights which the Borrower may have against the any Lender as a result of any default failure by such Lender to make Term Loans hereunder.