Common use of Disbursement of Funds Clause in Contracts

Disbursement of Funds. All Term Loans and Revolving 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 amount of the Commitment of any Lender to make the particular type of Loan requested or Pro Rata Share of any 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 for that type of Loan (other than Swing Line Lender, in the case of a Swing Line Loan) of the proposed borrowing. Each such Lender (other than Swing Line Lender) shall make the amount of its Loan available to Administrative Agent at the Funding and Payment Office not later than 12:00 Noon (New York City time) on the applicable Funding Date, in same day funds in Dollars. Swing Line Lender shall make the amount of its Loan available directly to Company as provided below. Except as provided in subsection 2.1A(iii) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date) and 4.2 (in the case of all Loans), Administrative Agent or Swing Line Lender, as the case may be, shall make the proceeds of such Loans available to Company on the 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 or to be disbursed by Swing Line Lender, as applicable, to be credited to the account designated by Company in the applicable Notice of Borrowing. Unless Administrative Agent shall have been notified by any Lender prior to a Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to (subject to any separate obligation to fund under the Commitment Letter), make available to Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender 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 Administrative Agent’s demand therefor, Administrative Agent shall promptly notify Company and Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Subject to subsection 2.1A(iv), all Term Loans and Revolving 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 's obligation to make a Loan requested hereunder nor shall the amount of the Commitment of any Lender to make the particular type Type of Loan requested or Pro Rata Share of any Lender be increased or decreased as a result of a default by any other Lender in that other Lender’s 's obligation to make a Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Borrowing pursuant to subsection 2.1A or 2.1B (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender for that type Type of Loan (other than Swing Line Lender, in the case of a Swing Line Loan) of the proposed borrowing. Each such Lender (other than Swing Line Lender) shall make the amount of its Loan available to Administrative Agent at the Funding and Payment Administrative Agent's Office not later than 12:00 Noon 2:00 P.M. (New York City time) on the applicable Funding Date, in same day funds in Dollars. Swing Line Lender shall make the amount of its Loan available directly to Company as provided below. Except as provided in subsection 2.1A(iii) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date) and 4.2 (in the case of all Loans), Administrative Agent or Swing Line Lender, as the case may be, shall make the proceeds of such Loans available to Company Borrower on the applicable Funding Date by causing an amount of same day funds in Dollars, Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders or to be disbursed by Swing Line Lender, wire-transferred to an account of Borrower as applicable, to be credited to the account designated by Company specified in the applicable Notice of Borrowing. Unless Administrative Agent shall have been notified by any Lender prior to a Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s 's Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to (subject to any separate obligation to fund under the Commitment Letter)to, make available to Company Borrower a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender 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 Administrative Agent’s 's demand therefor, Administrative Agent shall promptly notify Company Borrower, and Company Borrower shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company Borrower may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and Revolving 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 no Lender shall be responsible for any default by any other Lender in that other Lender’s '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 or Pro Rata Share of any Lender be increased or decreased as a result of a default by any other Lender in that other Lender’s '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 for that type of Loan (other than or Swing Line Lender, in as the case of a Swing Line Loan) may be, of the proposed borrowing. Each such Lender (other than Swing Line Lender) shall make the amount of its Loan available to Administrative Agent at the Funding and Payment Office not later than 12:00 Noon (New York City San Francisco time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 2:00 P.M.(San Francisco time) on the applicable Funding Date, in each case in same day funds in Dollars. Swing Line Lender shall make , at the amount of its Loan available directly to Company as provided belowFunding and Payment Office. Except as provided in subsection 2.1A(iii2.1A(iv) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date) and 4.2 (in the case of all Loans), Administrative Agent or Swing Line Lender, as the case may be, shall make the proceeds of such Loans available to Company on the applicable Funding Date by causing an amount of same day funds in Dollars, Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders or to be disbursed by Swing Line Lender, as applicablethe case may be, to be credited to the account designated by of Company in at the applicable Notice of BorrowingFunding and Payment Office. Unless Administrative Agent shall have been notified by any Lender prior to a the Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s 's Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to (subject to any separate obligation to fund under the Commitment Letter)to, make available to Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender 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 customarily used 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 Administrative Agent’s 's demand therefor, Administrative Agent shall promptly notify Company and Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and all Revolving 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 no Lender shall be responsible for any default by any other Lender in that other Lender’s '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 or Pro Rata Share of any Lender be increased or decreased as a result of a default by any other Lender in that other Lender’s '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 for that type of Loan (other than or Swing Line Lender, in as the case of a Swing Line Loan) may be, of the proposed borrowingborrowing and of the amount of such Lender's Pro Rata Share of the applicable Loans. Each such Lender (other than Swing Line Lender) shall make the amount of its Loan available to Administrative Agent at the Funding and Payment Office not later than 12:00 Noon (New York City time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 12:00 Noon (New York time) on the applicable Funding Date, in each case in same day funds in Dollars. Swing Line Lender shall make funds, at the amount of its Loan available directly to Company as provided belowFunding and Payment Office. Except as provided in subsection 2.1A(iii) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a an honored drawing or payment under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Effective Date) and 4.2 (in the case of all Loans), Administrative Agent or Swing Line Lender, as the case may be, shall make the proceeds of such Loans available to Company on the 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 or to be disbursed by Swing Line Lender, as applicablethe case may be, to be credited to the account designated by of Company in at the applicable Notice of BorrowingFunding and Payment Office. Unless Administrative Agent shall have been notified by any Lender prior to a the Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s 's Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to (subject to any separate obligation to fund under the Commitment Letter)to, make available to Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender 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 Administrative Agent’s 's demand therefor, Administrative Agent shall promptly notify Company and Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loansapplicable to such Loan. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and Revolving 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 no Lender shall be responsible for any default by any other Lender in that other Lender’s '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 or Pro Rata Share of any Lender be increased or decreased as a result of a default by any other Lender in that other Lender’s '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 for that type of Loan (other than Swing Line Lender, in the case of a Swing Line Loan) of the proposed borrowingborrowing (such notification shall be made on the same day for any Notice of Borrowing delivered to Administrative Agent by the time required pursuant to subsection 2.1B). Each such Lender (other than Swing Line Lender) shall make the amount of its Loan available to Administrative Agent Agent, in same day funds in Dollars, at the Funding and Payment Office Office, not later than 12:00 Noon 1:00 P.M. (New York City time) on the applicable Funding Date, in same day funds in Dollars. Swing Line Lender shall make the amount of its Loan available directly to Company as provided below. Except as provided in subsection 2.1A(iii) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon Upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 3.1 (in the case of Loans made on the Closing Second Restatement Effective Date), 3.2 (in the case of Revolving Loans made in connection with the consummation of the NCP6 Acquisition) and 4.2 3.3 (in the case of all Loans), Administrative Agent or Swing Line Lender, as the case may be, shall make the proceeds of such Loans available to Company Borrowers on the applicable Funding Date by causing an amount of same day funds in Dollars, Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders or to be disbursed by Swing Line Lender, as applicable, to be credited only to the account designated by Company in of Borrowers at the applicable Notice of BorrowingFunding and Payment Office. Unless Administrative Agent shall have been notified by any Lender prior to a the Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s 's Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to (subject to any separate obligation to fund under the Commitment Letter)to, make available to Company Borrowers a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender 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 35 Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent’s 's demand therefor, Administrative Agent shall promptly notify Company Borrowers and Company Borrowers shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments Commitment hereunder or to prejudice any rights that Company Borrowers may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and Revolving 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 amount of the Commitment of any Lender to make the particular type of Loan requested or Pro Rata Share of any 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 for that type of Loan (other than Swing Line Lender, in the case of a Swing Line Loan) of the proposed borrowing. Each such Lender (other than Swing Line Lender) shall make the amount of its Loan available to Administrative Agent at the Funding and Payment Office not later than 12:00 Noon (New York City time) on the applicable Funding Date, in same day funds in Dollars. Swing Line Lender shall make the amount of its Loan available directly to Company as provided below. Except as provided in subsection 2.1A(iii) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date) and 4.2 (in the case of all Loans), Administrative Agent or Swing Line Lender, as the case may be, shall make the proceeds of such Loans available to Company on the 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 or to be disbursed by Swing Line Lender, as applicable, to be credited to the account designated by Company in the applicable Notice of Borrowing. Unless Administrative Agent shall have been notified by any Lender prior to a Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to (subject to any separate obligation to fund under the Commitment Letter)to, make available to Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender 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 Administrative Agent’s demand therefor, Administrative Agent shall promptly notify Company and Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and Revolving 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 amount of the Commitment of any Lender to make the particular type of Loan requested or Pro Rata Share of any 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 Revolving Lender for that type of Loan (other than or Swing Line Lender, in as the case of a Swing Line Loan) may be, of the proposed borrowing. Each such Lender (other than Swing Line Lender) shall make the amount of its Loan available to Administrative Agent at the Funding and Payment Office not later than 12:00 Noon 11:00 A.M. (New York City San Francisco time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 2:00 P.M. (San Francisco time) on the applicable Funding Date, in each case in same day funds in Dollars. Swing Line Lender shall make , at the amount of its Loan available directly to Company as provided belowFunding and Payment Office. Except as provided in subsection 2.1A(iii2.1A(ii) or and subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Restatement Date) and 4.2 (in the case of all Loans), Administrative Agent or Swing Line Lender, as the case may be, shall make the proceeds of such Loans available to Company on the applicable Funding Date by causing an amount of same day funds in Dollars, Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders or to be disbursed by Swing Line Lender, as applicable, to be credited to the account designated by of Company in at the applicable Notice of BorrowingFunding and Payment Office. Unless Administrative Agent shall have been notified by any Lender prior to a Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to (subject to any separate obligation to fund under the Commitment Letter)to, make available to Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender 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 Administrative Agent’s demand therefor, Administrative Agent shall promptly notify Company and Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and Revolving Loans under this Agreement shall be made by Term Lenders or Revolving Lenders, as the case may be, simultaneously and proportionately to their respective Pro Rata SharesShares of the applicable Class of Loans being made, it being understood that neither Administrative Agent nor any Lender shall be responsible for for, nor be relieved from any of their respective obligations hereunder as a result of, 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 or Pro Rata Share of any 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 Section 2.1(b) (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender for that type of Loan (other than Swing Line Lender, in the case of a Swing Line Loan) of the proposed borrowing. Each such Lender (other than Swing Line Lender) shall make the amount of its Loan available to Administrative Agent at the Funding and Payment Office not later than 12:00 Noon (New York City time) on (or not later than 1:00 P.M. (New York City time) in the case of a same day borrowing) the applicable Funding Date, Date in same day funds in Dollars. Swing Line Lender shall make , at the amount of its Loan available directly to Company as provided belowFunding and Payment Office. Except as provided in subsection 2.1A(iiiSection 3.3(b) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections Section 4.1 (in the case of Loans made on the Closing Date) and and/or Section 4.2 (in the case of all Loans), as applicable, Administrative Agent or Swing Line Lender, as the case may be, shall make the proceeds of such Loans available to Company Borrower on the applicable Funding Date by causing an amount of same day funds in Dollars, Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders or to be disbursed by Swing Line Lender, as applicable, to be credited to the account designated by Company in of Borrower at the applicable Notice of BorrowingFunding and Payment Office. Unless Administrative Agent shall have been notified by any Lender prior to a Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to (subject to any separate obligation to fund under the Commitment Letter)to, make available to Company Borrower a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender 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 Administrative Agent’s demand therefor, Administrative Agent shall promptly notify Company Borrower and Company Borrower shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate with respect to such Loans. Nothing in this subsection 2.1C Section 2.1(c) shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company Borrower or any Agent or Lender may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and Revolving 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 no Lender shall be responsible for any default by any other Lender in that other Lender’s 's obligation to make a Loan requested hereunder nor shall the amount of the Commitment of any Lender to make the particular type Type of Loan requested or Pro Rata Share of any Lender be increased or decreased as a result of a default by any other Lender in that other Lender’s '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 for that type of Loan (other than or Swing Line Lender, in as the case of a Swing Line Loan) may be, of the proposed borrowing. Each such Lender (other than Swing Line Lender) shall make the amount of its Loan available to Administrative Agent at in the Funding and Payment Office Applicable Currency not later than 12:00 Noon 1:00 P.M. (New York City time) on the applicable Funding Date in the case of Loans other than Sterling Loans, and not later than 11:00 A.M. (London time) on the applicable Funding Date in the case of Sterling Loans, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 2:00 P.M.(New York City time) on the applicable Funding Date, in each case in same day funds in Dollars. Swing Line Lender shall make Dollars (or Sterling, in the amount case of its Loan available directly to Company as provided belowSterling Loans), at the Funding and Payment Office for such Loans. Except as provided in subsection 2.1A(iii2.1A(v) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date) and 4.2 (in the case of all Loans), Administrative Agent or Swing Line Lender, as the case may be, shall make the proceeds of such Loans available to Company the applicable Borrower on the applicable Funding Date by causing an amount of same day funds in DollarsDollars (or Sterling, in the case of Sterling Loans) equal to the proceeds of all such Loans received by Administrative Agent from Lenders or to be disbursed by Swing Line Lender, as applicablethe case may be, to be credited to the account designated by Company in of the applicable Notice of BorrowingBorrower at the Funding and Payment Office for such Loans. Unless Administrative Agent shall have been notified by any Lender prior to a the Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s 's Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to (subject to any separate obligation to fund under the Commitment Letter)to, make available to Company the applicable Borrower a corresponding amount in the Applicable Currency on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative AgentAgent in the Applicable Currency, (i) for amounts in Dollars, at the customary rate set by Administrative Agent for the correction of errors among banks Federal Funds Effective Rate for three Business Days and thereafter at the Base RateRate or (ii) for amounts in Sterling, at Administrative Agent's cost of funds as determined by Administrative Agent and notified to such Lender for amounts in Sterling. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent’s 's demand therefor, Administrative Agent shall promptly notify Company the applicable Borrower, and Company the applicable Borrower shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, all in the Applicable Currency, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans in the case of Dollar Loans and at the rate otherwise payable pursuant to subsection 2.2A in the case of Sterling Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company any Borrower may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and Revolving Loans under this Agreement shall be made by Lenders Xxxxxxx 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 Xxxxxx'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 or Pro Rata Share of any Lender be increased or decreased as a result of a default by any other Lender in that other Lender’s 's obligation to make a Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Borrowing pursuant to subsection 2.1B 2.1(b) (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender for that type of Loan (other than Swing Line Lender, in the case of a Swing Line Loan) of the proposed borrowing. Each such Lender (other than Swing Line Lender) shall make the amount of its Loan available to Administrative Agent at the Funding and Payment Office not later than 12:00 Noon noon (New York City time) on the applicable Funding Date, in each case in same day funds in Dollars, at the Funding and Payment Office. Swing Line Lender shall make the amount of its Loan available directly to Company as provided below. Except as provided in subsection 2.1A(iii) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon Upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date) and 4.2 (in the case of all Loans), Administrative Agent or Swing Line Lender, as the case may be, shall make the proceeds of such Loans available to Company on the applicable Funding Date by causing an amount of same day funds in Dollars, Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders or to be disbursed by Swing Line Lender, as applicable, to be credited to the account designated by of Company in at the applicable Notice of BorrowingFunding and Payment Office. Unless Administrative Agent shall have been notified by any Lender prior to a Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s Xxxxxx's Loan requested on such Funding Date, Administrative Agent may assume that such Lender Xxxxxx has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to (subject to any separate obligation to fund under the Commitment Letter)to, make available to Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender 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 Administrative Agent’s 's demand therefor, Administrative Agent shall promptly notify Company and Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C 2.1(c) shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and Revolving 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 no Lender shall be responsible for any default by any other Lender in that other Lender’s 's obligation to make a Loan requested hereunder nor shall the amount of the Commitment of any Lender to make the particular type Type of Loan requested or Pro Rata Share of any Lender be increased or decreased as a result of a default by any other Lender in that other Lender’s '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 for that type of Loan (other than or Swing Line Lender, in as the case of a Swing Line Loan) may be, of the proposed borrowing. Each such Lender (other than Swing Line Lender) shall make the amount of its Loan available to Administrative Agent at the Funding and Payment Office not later than 12:00 Noon 1:00 P.M. (New York City Boston, Massachusetts time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 2:00 P.M. (Boston, Massachusetts time) on the applicable Funding Date, in each case in same day funds in Dollars. Swing Line Lender shall make funds, at the amount of its Loan available directly to Company as provided belowFunding and Payment Office for such Loans. Except as provided in subsection 2.1A(iii2.1A(iv) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date) and 4.2 (in the case of all Loans), Administrative Agent or Swing Line Lender, as the case may be, shall make the proceeds of such Loans available to Company Borrower on the 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 or to be disbursed by Swing Line Lender, as applicablethe case may be, to be credited to the account designated by Company in of Borrower at the applicable Notice of BorrowingFunding and Payment Office for such Loans. Unless Administrative Agent shall have been notified by any Lender prior to a the Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s 's Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to (subject to any separate obligation to fund under the Commitment Letter)to, make available to Company Borrower a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, 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 Administrative Agent’s 's demand therefor, Administrative Agent shall promptly notify Company Borrower, and Company Borrower shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, thereon for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company Borrower may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and Revolving 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 's obligation to make a Loan requested hereunder nor shall the amount of the Commitment of any Lender to make the particular type Type of Loan requested or Pro Rata Share of any Lender be increased or decreased as a result of a default by any other Lender in that other Lender’s 's obligation to make a Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Borrowing pursuant to subsection 2.1A or subsection 2.1B (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender for that type of Loan (other than Swing Line Lender, in the case of a Swing Line Loan) of the proposed borrowingborrowing by telefacsimile or electronic mail or by telephone promptly confirmed by telefacsimile or electronic mail. Each such Lender (other than Swing Line Lender) shall make the amount of its Loan available to Administrative Agent at the Funding and Payment Office not later than 12:00 Noon 2:00 P.M. (New York City time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Borrower not later than 6:00 P.M. (New York City time) on the applicable Funding Date, in each case in same day funds in Dollars. Swing Line Lender shall make , at the amount of its Loan available directly to Company as provided belowAdministrative Agent's Office. Except as provided in subsection 2.1A(iii) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date) and 4.2 (in the case of all Loans), Administrative Agent or Swing Line Lender, as the case may be, shall make the proceeds of such Loans available to Company Borrower on the applicable Funding Date by causing an amount of same day funds in Dollars, Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders or to be disbursed by Swing Line Lender, as applicablethe case may be, to be credited to the an account designated by Company of Borrower as specified in the applicable Notice of Borrowing. Unless Administrative Agent shall have been notified by any Lender prior to a the Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s 's Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to (subject to any separate obligation to fund under the Commitment Letter)to, make available to Company Borrower a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender 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 Administrative Agent’s 's demand therefor, Administrative Agent shall promptly notify Company Borrower and Company Borrower shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company Borrower may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and Revolving Loans under this Agreement shall be made by Lenders having a Commitment of that type simultaneously and proportionately to their respective Pro Rata Shares, it being understood that neither Administrative Agent nor any no Lender shall be responsible for or released by 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 or Pro Rata Share of any 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 applicable Lender for that type of Loan (other than Swing Line Lender, in the case of a Swing Line Loan) of the proposed borrowingborrowing and details thereof. Each such notified Lender (other than Swing Line Lender) shall make the amount of its Loan available to Administrative Agent Agent, in same day funds in Dollars, at the Funding and Payment Office Office, not later than 12:00 Noon (New York City time) on the applicable Funding Date, in same day funds in Dollars. Swing Line Lender shall make the amount of its Loan available directly to Company as provided below. Except as provided in subsection 2.1A(iii) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender the L/C Issuer for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date) and 4.2 (in the case of all Loans)subsection 4.3, Administrative Agent or Swing Line Lender, as the case may be, shall make the proceeds of such Loans available to Company Borrower on the 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 or to be disbursed by Swing Line Lender, as applicable, to be credited to the account designated by Company in the applicable Notice of Borrowing. Unless Administrative Agent shall have been notified by any Lender prior to a Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to (subject to any separate obligation to fund under the Commitment Letter), make available to Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender 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 Administrative Agent’s demand therefor, Administrative Agent shall promptly notify Company and Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and Revolving Loans (other than Swing Line Loans) under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata SharesShares of the Tranche A Term Loan Commitment, the Tranche B Term Loan Commitment, the Tranche D Term Loan Commitment, the Working Capital Loan Commitment and the Acquisition Loan Commitment, as the case may be, it being understood that neither Administrative Agent nor any no Lender shall be responsible for any default by any other Lender in that other Lender’s '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 or Pro Rata Share of any Lender be increased or decreased as a result of a default by any other Lender in that other Lender’s '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 for that type of Loan (other than or Swing Line Lender, in as the case of a Swing Line Loan) may be, of the proposed borrowing. Each such Lender (other than Swing Line Lender) shall make the amount of its Loan available to Administrative Agent at the Funding and Payment Office not later than 12:00 Noon 1:00 P.M. (New York City Chicago time) on the applicable Funding Date, in each case in same day funds in Dollars. Swing Line Lender shall make , at the amount of its Loan available directly to Company as provided belowFunding and Payment Office. Except as provided in subsection 2.1A(iii2.1A(iv) or subsection 3.3B with respect to Revolving Working Capital Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date) and ), 4.2 (in the case of Loans made on the Merger Date), 4.3 (in the case of Acquisition Loans) and 4.4 (in the case of all LoansLoans (other than Tranche A Term Loans made on the Merger Date)), Administrative Agent or Swing Line Lender, as the case may be, shall make the proceeds of such Loans available to Company on the applicable Funding Date by 2:00 P.M. (Chicago time), by causing an amount of same day funds in Dollars, Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders or to be disbursed by Swing Line Lender, as applicablethe case may be, to be credited to the account designated by of Company in at the applicable Notice of BorrowingFunding and Payment Office. Unless Administrative Agent shall have been notified by any Lender prior to a the Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s 's Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to (subject to any separate obligation to fund under the Commitment Letter)to, make available to Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender 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 Federal Funds Effective Rate for three Business Days and thereafter at the Base Rateinterest rate applicable to the relevant Loan. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent’s 's demand therefor, Administrative Agent shall promptly notify Company and Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate LoansLoans of the type made on the Funding Date on which, and with respect to which, Administrative Agent made available such amount. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company may have against 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 Loan. 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. All Term Loans and Revolving 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 no Lender shall be responsible for any default by any other Lender in that other Lender’s '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 or Pro Rata Share of any Lender be increased or decreased as a result of a default by any other Lender in that other Lender’s '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 for that type of Loan (other than or Swing Line Lender, in as the case of a Swing Line Loan) may be, of the proposed borrowing. Each such Lender (other than Swing Line Lender) shall make the amount of its Loan available to Administrative Agent at the Funding and Payment Office not later than 12:00 Noon 3:30 P.M. (New York City time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 3:30 P.M. (New York time) on the applicable Funding Date, in each case in same day funds in Dollars. Swing Line Lender shall make , at the amount of its Loan available directly to Company as provided belowAdministrative Agent's Office. Except as provided in subsection 2.1A(iii2.1A(iv) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans the Loans, including the Tranche A Term Loans, that were made on the Closing Date) and 4.2 4.3 (in the case of all Loans), Administrative Agent or Swing Line Lender, as the case may be, shall make the proceeds of such Loans available to Company by 4:00 P.M. on the applicable Funding Date by causing an amount of same day funds in Dollars, Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders or to be disbursed by Swing Line Lender, as applicablethe case may be, to be credited transferred to the account designated by of Company in at the applicable Notice of BorrowingFunding Office. Unless Administrative Agent shall have been notified by any Lender prior to a the Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s 's Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to (subject to any separate obligation to fund under the Commitment Letter)to, make available to Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender 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 Administrative Agent’s 's demand therefor, Administrative Agent shall promptly notify Company and Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate applicable to such Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and Revolving 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 amount of the Commitment of any Lender to make the particular type of Loan requested or Pro Rata Share of any 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 Syndicated Borrowing pursuant to subsection 2.1B Section 2.01(b) (or telephonic notice in lieu thereof)) with respect to a Syndicated Loan, the Administrative Agent shall notify each Lender for that type of Loan (other than Swing Line Lender, in the case of a Swing Line Loan) Bank of the proposed borrowing. Each such Lender (other than Swing Line Lender) Bank shall make its pro rata Share of the amount of its Loan such Loans available to the Administrative Agent at in the Funding and Payment Office applicable currency by causing funds in such amount to be credited to the Account of the Administrative Agent in same day funds (or, in the case of any Alternative Currency, in such funds as may then be customary for the settlement of international transactions in such Alternative Currency) not later than 12:00 Noon (New York City timelocal time in the city in which the Administrative Agent's Account is located) on the applicable Funding Date, in same day funds in Dollars. Swing Line Lender Such Loans of a Bank shall make be equal to such Bank's pro rata Share of the aggregate amount of its Loan available directly all such Loans requested by the applicable Borrower pursuant to Company as provided belowthe applicable Notice of Syndicated Borrowing. Except as provided in subsection 2.1A(iii) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon Upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 Section 3.01 (in the case of Loans made on the Closing DateInitial Loans) and 4.2 Sections 3.02 and, if applicable, 3.04 (in the case of all Loans), ) the Administrative Agent or Swing Line Lender, as the case may be, shall make the proceeds of such Loans available to Company on the applicable Funding Date Borrower by causing an amount of same day funds in Dollars, equal to the proceeds of all such Loans received by the Administrative Agent from Lenders or to be disbursed by Swing Line Lender, as applicable, to be credited to the account designated by Company Account of such Borrower in same day funds (or, in the applicable case of any Alternative Currency, in such funds as may then be customary for the settlement of international transactions in such Alternative Currency). In the case of a proposed Borrowing consisting of Eurocurrency Rate Loans in an Alternative Currency, each Bank shall be obligated (subject to the satisfaction of all conditions precedent as specified in Article 3 of this Agreement) to make its Eurocurrency Rate Loan in the requested Alternative Currency unless such Bank shall deliver to the Administrative Agent not later than 11:00 A.M. (New York City time) on the third Business Day before the requested date of such Borrowing a notice that it is unable to fund its pro rata Share of such Borrowing in such currency, which notice shall be notified immediately by the Administrative Agent to the requesting Borrower. If any Bank shall have so provided to the Administrative Agent such notice, the Administrative Agent shall promptly notify the requesting Borrower and each Bank that a Bank has provided such notice, whereupon such Borrower may, by notice to the Administrative Agent not later than 2:00 P.M. (New York City time) on the third Business Day before the requested date of such Eurocurrency Rate Loan, withdraw the Notice of Borrowing relating to such Borrowing. If the requesting Borrower does so withdraw such Notice of Borrowing, the Borrowing requested in such Notice of Borrowing shall not occur and the Administrative Agent shall promptly so notify each Bank. Unless If the requesting Borrower does not so withdraw such Notice of Borrowing, the Administrative Agent shall promptly so notify each Bank and such Notice of Borrowing shall be deemed to be a Notice of Borrowing which requests a Eurocurrency Rate Loan denominated in Dollars in an aggregate amount equal to the Currency Equivalent in Dollars of the amount of such Alternative Currency specified in such Notice of Borrowing; and in such notice by the Administrative Agent to each Bank the Administrative Agent shall state such aggregate amount of Dollars and such Bank's pro rata Share of such Eurocurrency Rate Loan. Except as set forth in the immediately preceding paragraph, unless the Administrative Agent shall have been notified by any Lender Bank (which notice may be telephonic, confirmed promptly in writing) prior to a any Funding Date for in respect of any Loans Syndicated Loan that such Lender Bank does not intend to make available to the Administrative Agent the amount such pro rata Share of such Lender’s Loan requested on such Funding Date, the Administrative Agent may assume that such Lender Bank has made such amount available to the Administrative Agent on such Funding Date and the Administrative Agent may, in its sole discretiondiscretion may, but shall not be obligated to (subject to any separate obligation to fund under the Commitment Letter)to, make available to Company the applicable Borrower a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to the Administrative Agent by such LenderBank, the Administrative Agent shall be entitled to recover such corresponding amount on prompt demand from such Lender Bank together with interest thereon, for each day from such Funding Date until the date such amount is paid to the Administrative Agent, Agent at the customary rate set by the Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. 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 Company the applicable Borrower and Company such Borrower shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C Section 2.01(c) shall be deemed to relieve any Lender Bank from its obligation to fulfill its Commitments Commitment hereunder or to prejudice any rights that Company which such Borrower may have against any Lender Bank as a result of any default by such Lender Bank hereunder.

Disbursement of Funds. All Term Loans and Revolving 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 's obligation to make a Revolving Loan requested hereunder nor shall the amount of the Commitment of any Lender to make the particular type of a Revolving Loan requested or Pro Rata Share of any Lender be increased or decreased as a result of a default by any other Lender in that other Lender’s 's obligation to make a Revolving 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 for that type of Loan (other than Swing Line Lender, in the case of a Swing Line Loan) of the proposed borrowing. Each such Lender (other than Swing Line Lender) shall make the amount of its Revolving Loan available to Administrative Agent at the Funding and Payment Office not later than 12:00 Noon (New York City Chicago time) on the applicable Funding Date, in same day funds in Dollars, at the Funding and Payment Office. Swing Line Lender shall make the amount of its Loan available directly to Company as provided below. Except as provided in subsection 2.1A(iii) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon Upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Revolving Loans made on the Closing Date) and 4.2 (in the case of all Revolving Loans), Administrative Agent or Swing Line Lender, as the case may be, shall make the proceeds of such Revolving Loans available to Company Borrowers on the applicable Funding Date by causing an amount of same day funds in Dollars, Dollars equal to the proceeds of all such Revolving Loans received by Administrative Agent from Lenders or to be disbursed by Swing Line Lender, as applicable, to be credited to the account designated by Company in of Borrowers at the applicable Notice of BorrowingFunding and Payment Office. Unless Administrative Agent shall have been notified by any Lender prior to a Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s 's Revolving Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to (subject to any separate obligation to fund under the Commitment Letter)to, make available to Company Borrowers a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender 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 Administrative Agent’s 's demand therefor, Administrative Agent shall promptly notify Company Borrowers and Company Borrowers shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company Borrowers may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and Revolving Loans under this Agreement and the Amendment and Restatement Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that (i) the failure of any Lender to make its Pro Rata Share of any Loan shall not relieve any other Lender of its obligations hereunder and (ii) 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 or Pro Rata Share of any 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 for that type of Loan (other than Swing Line Lender, in the case of a Swing Line Loan) of the proposed borrowing. Each such Lender (other than Swing Line Lender) shall make the amount of its Loan available to Administrative Agent at the Funding and Payment Office not later than 12:00 Noon 1:00 p.m. (New York City time) on the applicable Funding Date, Date in same day funds in Dollars. Swing Line Lender shall make , at the amount of its Loan available directly to Company as provided belowFunding and Payment Office. Except as provided in subsection 2.1A(iii) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Effective Date) and 4.2 (in the case of all Loans), Administrative Agent or Swing Line Lender, as the case may be, shall make the proceeds of such Loans available to Company on the applicable Funding Date by causing an amount of same day funds in Dollars, Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders or to be disbursed by Swing Line Lender, as applicable, to be credited to the account designated by Company in the applicable Notice of Borrowing. Unless Administrative Agent shall have been notified by any Lender prior to a Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to (subject to any separate obligation to fund under the Commitment Letter)to, make available to Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender 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 Administrative Agent’s demand therefor, Administrative Agent shall promptly notify Company and Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and Revolving 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 no Lender shall be responsible for any default by any other Lender in that other Lender’s '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 or Pro Rata Share of any Lender be increased or decreased as a result of a default by any other Lender in that other Lender’s '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 for that type of Loan (other than Swing Line Lender, in the case of a Swing Line Loan) of the proposed borrowing. Each such Lender (other than Swing Line Lender) shall make the amount of its Loan available to Administrative Agent at the Funding and Payment Office not later than 12:00 Noon noon (New York City time) on the applicable Funding Closing Date, in same day funds in Dollars, at the Funding and Payment Office. Swing Line Lender shall make the amount of its Loan available directly to Company as provided below. Except as provided in subsection 2.1A(iii) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date) and 4.2 (in the case of all Loans), Administrative Agent or Swing Line Lender, as the case may be, shall make the proceeds of such Loans available to Company on the applicable Funding Closing Date by causing an amount of same day funds in Dollars, Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders or to be disbursed by Swing Line Lender, as applicable, to be credited to the account designated by of Company in at the applicable Notice of BorrowingFunding and Payment Office. Unless Administrative Agent shall have been notified by any Lender prior to a Funding the Closing Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s 's Loan requested on such Funding the Closing Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding the Closing Date and Administrative Agent may, in its sole discretion, but shall not be obligated to (subject to any separate obligation to fund under the Commitment Letter)to, make available to Company a corresponding amount on such Funding the Closing Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding 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 Administrative Agent’s 's demand therefor, Administrative Agent shall promptly notify Company and Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Funding the Closing Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and Revolving Loans under this Agreement shall be made by Revolving Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that neither Administrative any Agent nor any Lender shall be responsible for any default by any other Lender in that other Lender’s '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 or Pro Rata Share of any Lender be increased or decreased as a result of a default by any other Lender in that other Lender’s '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 Revolving Lender for that type of Loan (other than or Swing Line Lender, in as the case of a Swing Line Loan) may be, of the proposed borrowing. Each such Revolving Lender (other than Swing Line Lender) shall make the amount of its Revolving Loan available to Administrative Agent at the Funding and Payment Office not later than 12:00 Noon 2:00 P.M. (New York City time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 2:00 P.M. (New York City time) on the applicable Funding Date, in each case in same day funds in Dollars. Swing Line Lender shall make , at the amount of its Loan available directly to Company as provided belowFunding and Payment Office. Except as provided in (i) subsection 2.1A(iii2.1A(ii) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or Swing Line Loans or Revolving Loans used to reimburse any Issuing Lender Administrative Agent for the amount of a drawing any payment under a any Letter of Credit issued Guaranty or (ii) subsection 2.1A(ii)(a) with respect to Swing Line Loans used to pay interest, fees or other expenses that are due and payable under this Agreement or any other Loan Documents and have not been paid by itthe Borrowers or any other Loan Party, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date) and 4.2 (in the case of all Loans), Administrative Agent or Swing Line Lender, as the case may be, shall make the proceeds of such Loans available to Company on the 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 or to be disbursed by Swing Line Lender, as applicable, to be credited to the account designated by Company in the applicable Notice of Borrowing. Unless Administrative Agent shall have been notified by any Lender prior to a Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to (subject to any separate obligation to fund under the Commitment Letter), make available to Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender 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 Administrative Agent’s demand therefor, Administrative Agent shall promptly notify Company and Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and Revolving 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 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 amount of the Commitment of any Lender to make the particular type of Loan requested or Pro Rata Share of any 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 for that type of Loan (other than Swing Line Lender, in the case of a Swing Line Loan) of the proposed borrowing. Each such Lender (other than Swing Line Lender) shall make the amount of its Loan available to Administrative Agent at the Funding and Payment Office not later than 12:00 Noon 1:00 p.m. (New York City time) on the applicable Funding DateDate (in the case of a Eurodollar Rate Loan) and not later than 2:00 p.m. (New York City time) on the applicable Funding Date (in the case of an Alternate Base Rate Loan), in each case in same day funds in Dollars. Swing Line Lender shall make , at the amount of its Loan available directly to Company as provided belowFunding and Payment Office. Except as provided in subsection 2.1A(iii) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the applicable conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date) and 4.2 (in the case of all Loans)Section 4, Administrative Agent or Swing Line Lender, as the case may be, shall make the proceeds of such Loans available to Company on the applicable Funding Date by causing an amount of same day funds in Dollars, Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders or to be disbursed by Swing Line Lender, as applicable, to be credited to the account designated by Company in the applicable Notice of BorrowingCompany. Unless Administrative Agent shall have been notified by any Lender prior to a the Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to (subject to any separate obligation to fund under the Commitment Letter)to, make available to Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender 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 Alternate Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent’s demand thereforwithin three Business Days after such amount should have been made available, Administrative Agent shall promptly notify Company and Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Alternate Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and Revolving 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 no Lender shall be responsible for any default by any other Lender in that other Lender’s '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 or Pro Rata Share of any Lender be increased or decreased as a result of a default by any other Lender in that other Lender’s '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 for that type of Loan (other than Swing Line Lender, in the case of a Swing Line Loan) of the proposed borrowing. Each such Lender (other than Swing Line Lender) shall make the amount of its Loan available to Administrative Agent at the Funding and Payment Office not later than 12:00 Noon (New York City time) on the applicable Funding Date, in same day funds in Dollars. Swing Line Lender shall make , at the amount of its Loan available directly to Company as provided belowFunding and Payment Office. Except as provided in subsection 2.1A(iii) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date) and 4.2 (in the case of all Loans), Administrative Agent or Swing Line Lender, as the case may be, shall make the proceeds of such Loans available to Company Borrower on the applicable Funding Date by causing an amount of same day funds in Dollars, Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders or to be disbursed by Swing Line Lender, as applicable, to be credited to the account designated by Company in of Borrower at the applicable Notice of BorrowingFunding and Payment Office. Unless Administrative Agent shall have been notified by any Lender prior to a the Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s 's Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to (subject to any separate obligation to fund under the Commitment Letter)to, make available to Company Borrower a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender 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 Administrative Agent’s 's demand therefor, Administrative Agent shall promptly notify Company Borrower and Company Borrower shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company Borrower may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and Each Revolving Loans under this Agreement Loan 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 or Pro Rata Share of any 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 for that type of Loan (other than or Swing Line Lender, in as the case of a Swing Line Loan) may be, of the proposed borrowing. Each such Lender (other than Swing Line Lender) shall make the amount of its Loan available to Administrative Agent at not later than 1:00 P.M. (Los Angeles time) on the applicable Funding Date, and Payment Office Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 12:00 Noon P.M. (New York City Los Angeles time) on the applicable Funding Date, in each case in same day funds in Dollars. Swing Line Lender shall make , at the amount of its Loan available directly to Company as provided belowFunding and Payment Office. Except as provided in subsection 2.1A(iii2.1A(ii) or and subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date) and 4.2 (in the case of all Loans), Administrative Agent or Swing Line Lender, as the case may be, shall make the proceeds of such (a) Swing Line Loans available to Company Borrower by 1:00 P.M. (Los Angeles time) on the applicable Funding Date by causing an amount of same day funds in DollarsDollars equal to the proceeds of all such Swing Line Loans received by Administrative Agent from the Swing Line Lender to be credited to the Designated Account by such time, and (b) all other Loans available to Borrower on the 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 or to be disbursed by Swing Line Lender, as applicable, to be credited to the account designated by Company in the applicable Notice of BorrowingDesignated Account. Unless Administrative Agent shall have been notified by any Lender prior to a Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to (subject to any separate obligation to fund under the Commitment Letter)to, make available to Company Borrower a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender 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 Administrative Agent’s demand therefor, Administrative Agent shall promptly notify Company Borrower and Company Borrower shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company Borrower may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and Revolving 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 '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 or Pro Rata Share of any Lender be increased or decreased as a result of a default by any other Lender in that other Lender’s '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 for that type of Loan (other than Swing Line Lender, Lender in the case of a Swing Line LoanLoan borrowing) of the proposed borrowing. Each such Lender (other than Swing Line Lender) shall make the amount of its Loan available to Administrative Agent at the Funding and Payment Office not later than 12:00 Noon 1:00 P.M. (New York City time) on the applicable Funding Date, Date in same day funds in Dollars, at the Funding and Payment Office. Swing Line Lender shall make the amount of its Loan available directly to Company as provided below. Except as provided in subsection 2.1A(iii) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date) and 4.2 (in the case of all Loans), Administrative Agent or Swing Line Lender, as the case may be, shall make the proceeds of such Loans available to Company on the applicable Funding Date by causing an amount of same day funds in Dollars, Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders or to be disbursed by Swing Line Lender, as applicable, to be credited to the account designated by Company in the applicable Notice of Borrowing. Unless Administrative Agent shall have been notified by any Lender prior to a Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s 's Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to (subject to any separate obligation to fund under the Commitment Letter)to, make available to Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender 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 Administrative Agent’s 's demand therefor, Administrative Agent shall promptly notify Company and Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and Revolving Loans under this Agreement (other than Swing Line 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 or Pro Rata Share of any 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 for that type of Loan (other than Swing Line Lender, in the case of a Swing Line Loan) of the proposed borrowing. Each such Lender (other than Swing Line Lender) shall make the amount of its Loan available to Administrative Agent at the Funding and Payment Office not later than 12:00 Noon 2:00 P.M. (New York City time) on the applicable Funding Date, in same day funds in Dollars. Swing Line Lender shall make , at the amount of its Loan available directly to Company as provided belowFunding and Payment Office. Except as provided in subsection 2.1A(iii2.1A(ii) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Revolving Issuing Lender or Synthetic Letter of Credit Lender, as the case may be, for the amount of a drawing under a Revolving Letter of Credit or Synthetic Letter of Credit, as the case may be, issued by itit and with respect to any Swing Line Loans, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Restatement Date) and 4.2 (in the case of all Loans), Administrative Agent or Swing Line Lender, as the case may be, shall make the proceeds of such Loans available to Company Borrower on the applicable Funding Date by causing an amount of Date, in same day funds in Dollars, Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders or to be disbursed by Lenders. In the case of Swing Line LenderLoans, as applicableupon satisfaction or waiver of the conditions precedent specified in subsection 4.2, Swing Line Lender shall make the amount of its Swing Line Loan available to be credited Borrower not later than 2:00 P.M. (New York City time) on the applicable Funding Date, in same day funds in Dollars and pursuant to the account designated by Company instructions in the applicable Notice of BorrowingBorrowing for such Swing Line Loan. Unless Administrative Agent shall have been notified by any Lender prior to a Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to (subject to any separate obligation to fund under the Commitment Letter)to, make available to Company Borrower a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender 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 Administrative Agent’s demand therefor, Administrative Agent shall promptly notify Company Borrower and Company Borrower shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company Borrower may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and Revolving Loans (other than Swing Line Loans) under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata SharesShares of the Tranche A Term Loan Commitment, Tranche B Term Loan Commitment and the Revolving Loan Commitment, as the case may be, it being understood that neither Administrative Agent nor any no Lender shall be responsible for any default by any other Lender in that other Lender’s '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 or Pro Rata Share of any Lender be increased or decreased as a result of a default by any other Lender in that other Lender’s '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 for that type of Loan (other than or Swing Line Lender, in as the case of a Swing Line Loan) may be, of the proposed borrowing. Each such Lender (other than Swing Line Lender) shall make the amount of its Loan available to Administrative Agent at the Funding and Payment Office not later than 12:00 Noon 1:00 P.M. (New York City time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to 41 EXECUTION Administrative Agent not later than 2:00 P.M. (New York City time) on the applicable Funding Date, in each case in same day funds in Dollars. Swing Line Lender shall make , at the amount of its Loan available directly to Company as provided belowFunding and Payment Office. Except as provided in subsection 2.1A(iii) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date), 4.2 (in the case of Loans made on the Merger Date) and 4.2 4.3 (in the case of all Loans), Administrative Agent or Swing Line Lender, as the case may be, shall make the proceeds of such Loans available to Company on the applicable Funding Date by causing an amount of same day funds in Dollars, Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders or to be disbursed by Swing Line Lender, as applicablethe case may be, to be credited to the account designated by of Company in at the applicable Notice of BorrowingFunding and Payment Office. Unless Administrative Agent shall have been notified in writing by any Lender prior to a the Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s 's Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to (subject to any separate obligation to fund under the Commitment Letter)to, make available to Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender 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 Federal Funds Effective Rate for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent’s 's demand therefor, Administrative Agent shall promptly notify Company and Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and Revolving 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 amount of the Commitment of any Lender to make the particular type of Loan requested or Pro Rata Share of any 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 for that type of Loan (other than or Swing Line Lender, in as the case of a Swing Line Loan) may be, of the proposed borrowing. Each such Lender (other than Swing Line Lender) shall make the amount of its Loan available to Administrative Agent at the Funding and Payment Office not later than 12:00 Noon 1:00 P.M. (New York City time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 2:00 P.M. (New York City time) on the applicable Funding Date, in each case in same day funds in Dollars. Swing Line Lender shall make , at the amount of its Loan available directly to Company as provided belowFunding and Payment Office. Except as provided in subsection 2.1A(iii) or and subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Restatement Date) and 4.2 (in the case of all Loans), Administrative Agent or Swing Line Lender, as the case may be, shall make the proceeds of such Loans available to Company on the applicable Funding Date by causing an amount of same day funds in Dollars, Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders or to be disbursed by Swing Line Lender, as applicable, to be credited to the account designated by of Company in at the applicable Notice of BorrowingFunding and Payment Office. Unless Administrative Agent shall have been notified by any Lender prior to a Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to (subject to any separate obligation to fund under the Commitment Letter)to, make available to Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender 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 Administrative Agent’s demand therefor, Administrative Agent shall promptly notify Company and Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and Revolving 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 no Lender shall be responsible for any default by any other Lender in that other Lender’s '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 or Pro Rata Share of any Lender be increased or decreased as a result of a default by any other Lender in that other Lender’s '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 for that type of Loan (other than or Swing Line Lender, in as the case of a Swing Line Loan) may be, of the proposed borrowing. Each such Lender (other than Swing Line Lender) shall make the amount of its Loan available to Administrative Agent at the Funding and Payment Office not later than 12:00 Noon (New York City time) on the applicable Funding Date, in same day funds in Dollars. and Swing Line Lender shall make the amount of its Swing Line Loan available directly to Company as provided belowAdministrative Agent not later than 2:00 P.M.(New York City time) on the applicable Funding Date, in each case in same day funds in Dollars, at the Funding and Payment Office. Except as provided in subsection 2.1A(iii2.1A(iv) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date) and 4.2 (in the case of all Loans), Administrative Agent or Swing Line Lender, as the case may be, shall make the proceeds of such Loans available to Company on the applicable Funding Date by causing an amount of same day funds in Dollars, Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders or to be disbursed by Swing Line Lender, as applicablethe case may be, to be credited to the account designated by of Company in at the applicable Notice of BorrowingFunding and Payment Office. Unless Administrative Agent shall have been notified by any Lender prior to a the Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s 's Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to (subject to any separate obligation to fund under the Commitment Letter)to, make available to Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender 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 Administrative Agent’s 's demand therefor, Administrative Agent shall promptly notify Company and Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and Revolving 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 amount of the Commitment of any Lender to make the particular type of Loan requested or Pro Rata Share of any 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)Section 2.01(b) with respect to a Loan, the Administrative Agent shall notify each Lender for that type of Loan (other than Swing Line Lender, in the case of a Swing Line Loan) of the proposed borrowing. Each such Lender (other than Swing Line Lender) shall make its pro rata Share of the amount of its Loan such Loans available to the Administrative Agent at the Funding and Payment Office in same day funds not later than 12:00 Noon (x) in the case of a Base Rate Loan, 3:00 p.m. (New York City time) on the applicable Funding Date and (y) in the case of a Term Benchmark Loan, 12:00 noon (New York City time) on the Funding Date, in same day funds in Dollars. Swing Line Such Loans of a Lender shall make be equal to such Xxxxxx’s pro rata Share of the aggregate amount of its Loan available directly all such Loans requested by the Borrower pursuant to Company as provided belowthe applicable Notice of Borrowing. Except as provided in subsection 2.1A(iii) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon Upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 Section 3.01 (in the case of Loans made on the Closing DateInitial Loans) and 4.2 Section 3.02 (in the case of all Loans), ) the Administrative Agent or Swing Line Lender, as the case may be, shall make the proceeds of such Loans available to Company on the applicable Funding Date Borrower by causing an amount of same day funds in Dollars, equal to the proceeds of all such Loans received by the Administrative Agent from Lenders or to be disbursed by Swing Line Lender, as applicable, to be credited to the an account in New York City designated by Company the Borrower in the applicable Notice of Borrowingsame day funds. Unless the Administrative Agent shall have been notified by any Lender prior to a any Funding Date for (or, in the case of Base Rate Loans, not later than 3:00 p.m. (New York City time) on the Funding Date) in respect of any Loans Loan that such Lender does not intend to make available to the Administrative Agent the amount such pro rata Share of such Lender’s Loan requested on such Funding Date, the Administrative Agent may assume that such Lender Xxxxxx has made such amount available to the Administrative Agent on such Funding Date and the Administrative Agent may, in its sole discretiondiscretion may, but shall not be obligated to (subject to any separate obligation to fund under the Commitment Letter)to, make available to Company the Borrower a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender, the Administrative Agent shall be entitled to recover such corresponding amount on prompt demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to the Administrative Agent, Agent at the customary rate set by the Administrative Agent for the correction of errors among banks Lenders 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 Company the Borrower and Company the Borrower shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C Section 2.01(c) shall be deemed to relieve any Lender from its obligation to fulfill its Commitments Commitment hereunder or to prejudice any rights that Company which the Borrower may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and Revolving Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood under stood that neither Administrative Agent nor any no Lender shall be responsible for any default by any other Lender in that other Lender’s '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 or Pro Rata Share of any Lender be increased or decreased as a result of a default by any other Lender in that other Lender’s 's obligation to make a Loan requested hereunder. Promptly after receipt by Administrative Agent of (x) in the case of Term Loans, an Advance Confirmation Notice from the Disbursement Agent in accordance with the provisions of section 2.5 of the Disbursement Agreement, and (y) in the case of Revolving Loans, a Notice of Borrowing pursuant to subsection 2.1B (or telephonic notice in lieu thereof)2.1B, Administrative Agent shall notify each Lender for that type of Loan (other than Swing Line Lender, in the case of a Swing Line Loan) of the proposed borrowing. Each such Lender (other than Swing Line Lender) shall make the amount of its Loan available to Administrative Agent at the Funding and Payment Office not later than 12:00 Noon (New York City time) on the applicable Funding Date, in same day funds in Dollars. Swing Line Lender shall make , at the amount of its Loan available directly to Company as provided belowFunding and Payment Office. Except as provided in subsection 2.1A(iii) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date) and 4.2 (in the case of all Loans), Administrative Agent or Swing Line Lender, as shall make the aggregate amount of the Loans received by Administrative Agent from Lenders available (x) in the case may beof Revolving Loans prior to the Revolving Loan Availability Date or Term Loans, to the Disbursement Agent in the Collection Account no later than 3.00 p.m. (New York City time) on the applicable Funding Date who shall then make the proceeds of such Loans available to Company Borrowers in accordance with and upon fulfillment of conditions set forth in the Disbursement Agreement and in so doing Loans in such amounts shall be deemed made to Borrowers hereunder and (y) in the case of Revolving Loans made on or after the Revolving Loan Availability Date by crediting the account of Borrowers at the Funding and Payment Office in the amount of such Loans. In the event that the proceeds of any Term Loans are not disbursed by the Disbursement Agent on the applicable Funding Date by causing an amount of same day funds in DollarsDate, equal to the proceeds of all such Loans received shall be held by the Disbursement Agent and/or returned to the Administrative Agent in accordance with the provisions set forth in the Disbursement Agreement; provided, however that the proceeds of such Loans shall continue to bear interest and be repayable in accordance with the provisions set forth in this Agreement. In the event that Administrative Agent receives a Stop Funding Notice from Lenders or to be disbursed by Swing Line Lender, as applicable, to be credited the Disbursement Agent in accordance with and pursuant to the account designated by Company in terms of the applicable Notice Disbursement Agreement none of Borrowingthe Administrative Agent and the Lenders shall have any obligation to advance the Loans. Unless Administrative Agent shall have been notified by any Lender prior to a the Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s 's Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to (subject to any separate obligation to fund under the Commitment Letter)to, make available to Company Borrowers a corresponding amount on such Funding Date. If such corresponding corre sponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender 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 Administrative Agent’s 's demand therefor, Administrative Agent shall promptly notify Company Borrowers and Company Borrowers shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company Borrowers may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. (i) All Term Loans, Revolving Loans and Revolving Offshore Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata SharesShares of the Term Loan Commitments, Revolving Loan Commitments, Australian Loan Commitments, Italian Loan Commitments or UK Loan Commitments, as the case may be, it being understood that neither Administrative Agent nor any no Lender shall be responsible for any default by any other Lender in that other Lender’s 's obligation to make a Term Loan, a Revolving Loan or an Offshore Loan requested hereunder nor shall the amount of the Commitment of any Lender to make the particular type of Loan requested or Pro Rata Share of any Lender be increased or decreased as a result of a default by any other Lender in that other Lender’s 's obligation to make a Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Borrowing pursuant to subsection 2.1B 2.1E (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 for that type of Loan (other than Swing Line Lender, in the case of a Swing Line Loan) of the proposed borrowing. Each such Except as provided in the next succeeding sentence for Lenders designating a UK Lending Office, each Lender (other than Swing Line Lender) shall make the amount of its Term Loan, Revolving Loan or Offshore Loan available to Administrative Agent Agent, in Same Day Funds, at the Domestic Funding and Payment Office not later than 12:00 Noon noon (New York City time) on the applicable Funding Date, in same day funds in Dollars. Swing Line Each Lender which has designated a UK Lending Office shall make the amount of its Loan UK Loans available directly to Company as provided belowUK Administrative Agent, in Same Day Funds, at the UK Funding and Payment Office not later than 12:00 noon (London time) on the Funding Date. Except as provided in subsection 2.1A(iii) or subsection 3.3B 2.1B (with respect to Revolving Loans used the repayment of the Domestic Overdraft Amount), subsection 2.1D(ii) (with respect to repay Refunded Swing Line Loans or the repayment of any Offshore Overdraft Amount) and in subsection 2.8D (with respect to reimburse any Issuing Lender for the amount reimbursement of a drawing amounts drawn under a Letter Letters of Credit issued by itCredit), upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 3.1 (in the case of Loans made on the Closing Dateinitial Loans) and 4.2 3.2 (in the case of all Loans), Administrative Agent or Swing Line Lender, as the case may be, shall make the proceeds of such Term Loans, Revolving Loans and Offshore Loans available to Company the Borrower requesting such Term Loans, Revolving Loans or Offshore Loans on the applicable such Funding Date by causing an amount of same day funds in Dollars, Same Day Funds equal to the proceeds of all such Term Loans, Revolving Loans or Offshore Loans received by Administrative Agent from Lenders or to be disbursed by Swing Line Lender, as applicable, to be credited to the account designated by Company in the applicable Notice of Borrowing. Unless such Borrower at such office of Administrative Agent; PROVIDED that UK Administrative Agent shall have been notified by any Lender prior make the proceeds of funds received from Lenders pursuant to a Funding Date for any Loans that such Lender does not intend to make the immediately preceding sentence available to Administrative Agent the amount of such Lender’s Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent relevant UK Offshore Borrower on such Funding Date and Administrative Agent may, in its sole discretion, but shall not by causing an amount of Same Day Funds equal to such proceeds to be obligated credited to (subject to any separate obligation to fund under the Commitment Letter), make available to Company a corresponding amount on account of such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, UK Offshore Borrower at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days UK Funding and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent’s demand therefor, Administrative Agent shall promptly notify Company and Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company may have against any Lender as a result of any default by such Lender hereunderPayment Office.

Disbursement of Funds. All Subject to subsection 2.1A(iii), all Term Loans and Revolving Loans under this Agreement shall be made by Lenders having a Commitment of that Type 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 's obligation to make a Loan requested hereunder nor shall the amount of the Commitment of any Lender to make the particular type Type of Loan requested or Pro Rata Share of any Lender be increased or decreased as a result of a default by any other Lender in that other Lender’s '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 for that type of Loan (other than Swing Line Lender, in the case of a Swing Line Loan) of the proposed borrowing. Each such Lender (other than Swing Line Lender) shall make the amount of its Loan available to Administrative Agent at the Funding and Payment Office not later than 12:00 Noon 2:00 P.M. (New York City time) on the applicable Funding Date, in same day funds in Dollars. Swing Line Lender shall make , at the amount of its Loan available directly to Company as provided belowAdministrative Agent's Office. Except as provided in subsection 2.1A(iii2.1A(ii) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Effective Date) and 4.2 (in the case of all Loans), Administrative Agent or Swing Line Lender, as the case may be, shall promptly upon receipt make the proceeds of such Loans available to Company Borrower on the applicable Funding Date by causing an amount of same day funds in Dollars, Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders or to be disbursed by Swing Line Lender, as applicable, to be credited wire transferred to the account designated by Company of Borrower as specified in the applicable Notice of Borrowing. Unless Administrative Agent shall have been notified by any Lender prior to a the Funding Date for any applicable Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s 's Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to (subject to any separate obligation to fund under the Commitment Letter)to, make available to Company Borrower a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender 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 Administrative Agent’s 's demand therefor, Administrative Agent shall promptly notify Company Borrower and Company Borrower shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans for such Type of Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company Borrower may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and Revolving 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 no Lender shall be responsible for any default by any other Lender in that other Lender’s 's obligation to make a Loan requested hereunder nor shall the amount of the Commitment of any Lender to make the particular type Class of Loan requested or Pro Rata Share of any Lender be increased or decreased as a result of a default by any other Lender in that other Lender’s '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 for that type of Loan (other than or the Swing Line Lender, in as the case of a Swing Line Loan) may be, of the proposed borrowingBorrowing. Each such Lender (Lender, other than the Swing Line Lender) , shall make the amount of its Loan available to Administrative Agent at the Funding and Payment Office not later than 12:00 Noon (New York City time) on the applicable Funding Date, in same day funds funds, in Dollars. Swing Line Lender shall make Dollars or the amount of its Loan available directly to Company as provided belowapplicable Alternative Currency, at the Funding and Payment Office. Except as provided in subsection 2.1A(iii) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or subsection 3.3B with respect to Revolving Loans used to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date) and 4.2 (in the case of all Loansinitial Borrowings), 4.3 (in the case of Offer Borrowings) and 4.4 (in the case of Other Borrowings), Administrative Agent (or the Swing Line Lender, as in the case may be, of any Swing Line Loan) shall make the proceeds of such Loans available to Company the applicable Borrower on the applicable Funding Date by causing an amount of same day funds in Dollars, Dollars or the Dollar Equivalent in an Alternative Currency equal to the proceeds of all such Loans either received by Administrative Agent from the Lenders or to be disbursed by for any Loan other than a Swing Line LenderLoan, as applicableor directly from the Swing Line Lender for any Swing Line Loan, to be credited to the account designated by Company in the applicable Notice of Borrowing. Unless Administrative Agent shall have been notified by any Lender prior to a Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to (subject to any separate obligation to fund under the Commitment Letter), make available to Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, Borrower at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days Funding and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent’s demand therefor, Administrative Agent shall promptly notify Company and Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company may have against any Lender as a result of any default by such Lender hereunderPayment Office.

Disbursement of Funds. All Subject to subsection 2.1A(iii), all Term Loans and Revolving Loans under this Agreement shall be made by Lenders having a Commitment of that Type 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 Type of Loan requested or Pro Rata Share of any 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 for that type of Loan (other than Swing Line Lender, in the case of a Swing Line Loan) of the proposed borrowing. Each such Lender (other than Swing Line Lender) shall make the amount of its Loan available to Administrative Agent at the Funding and Payment Office not later than 12:00 Noon 2:00 P.M. (New York City time) on the applicable Funding Date, in same day funds in Dollars. Swing Line Lender shall make , at the amount of its Loan available directly to Company as provided belowAdministrative Agent’s Office. Except as provided in subsection 2.1A(iii2.1A(ii) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Effective Date) and 4.2 (in the case of all Loans), Administrative Agent or Swing Line Lender, as the case may be, shall promptly upon receipt make the proceeds of such Loans available to Company Borrower on the applicable Funding Date by causing an amount of same day funds in Dollars, Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders or to be disbursed by Swing Line Lender, as applicable, to be credited wire transferred to the account designated by Company of Borrower as specified in the applicable Notice of Borrowing. Unless Administrative Agent shall have been notified by any Lender prior to a the Funding Date for any applicable Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to (subject to any separate obligation to fund under the Commitment Letter)to, make available to Company Borrower a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender 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 Administrative Agent’s demand therefor, Administrative Agent shall promptly notify Company Borrower and Company Borrower shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans for such Type of Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company Borrower may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and Revolving Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that that, except as provided in the succeeding sentence, (i) 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 (ii) shall the amount of the Commitment of any Lender to make the particular type of Loan requested or Pro Rata Share of any 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 for that type of Loan (other than or Swing Line Lender, in as the case of a Swing Line Loan) may be, of the proposed borrowing. Each such Lender (other than Swing Line Lender) shall make the amount of its Loan available to Administrative Agent at not later than 11:00 a.m. (San Francisco time) on the applicable Funding Date (provided that with respect to Loans made on the Closing Date, such time shall be 10:00 a.m. (San Francisco time), and Payment Office Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 12:00 Noon noon (New York City San Francisco time) on the applicable Funding Date, in each case in same day funds in Dollars. Swing Line Lender shall make , at the amount of its Loan available directly to Company as provided belowFunding and Payment Office. Except as provided in subsection 2.1A(iii) or and subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date) and 4.2 (in the case of all Loans), Administrative Agent or Swing Line Lender, as the case may be, shall make the proceeds of such Loans available to Company on the applicable Funding Date by causing an amount of same day funds in Dollars, Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders or to be disbursed by Swing Line Lender, as applicable, to be credited to the account designated by of Company in at the applicable Notice of BorrowingFunding and Payment Office. Unless Administrative Agent shall have been notified by any Lender prior to a Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but but, shall not be obligated to (subject to any separate obligation to fund under the Commitment Letter)to, make available to Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender 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 Administrative Agent’s demand therefor, Administrative Agent shall promptly notify Company and Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company may have against any Lender as a result of any default by such Lender hereunder. Anything to the contrary herein notwithstanding, all Incremental Term Loans shall be borrowed pursuant to, and in accordance with subsection 2.10, and all Other Term Loans shall be borrowed pursuant to, and in accordance with, subsection 2.12.

Disbursement of Funds. All Term Loans and Revolving 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 '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 or Pro Rata Share of any Lender be increased or decreased as a result of a default by any other Lender in that other Lender’s '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 for that type of Loan (other than or Swing Line Lender, in as the case of a Swing Line Loan) may be, of the proposed borrowing. Each such Lender (other than Swing Line Lender) shall make the amount of its Loan available to Administrative Agent at the Funding and Payment Office not no later than 12:00 Noon 1:00 P.M. (New York City time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent no later than 2:00 P.M. (New York City time) on the applicable Funding Date, in each case in same day funds in Dollars. Swing Line Lender shall make , at the amount of its Loan available directly to Company as provided belowFunding and Payment Office. Except as provided in subsection 2.1A(iii) or and subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections subsection 4.1 (in the case of Loans made on the Closing Date) and subsection 4.2 (in the case of all Loans), Administrative Agent or Swing Line Lender, as the case may be, shall make the proceeds of such Loans available to Company on the applicable Funding Date by causing an amount of same day funds in Dollars, Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders or to be disbursed by Swing Line Lender, as applicable, to be credited to the account designated by of Company in at the applicable Notice of BorrowingFunding and Payment Office. Unless Administrative Agent shall have been notified by any Lender prior to a Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s 's Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to (subject to any separate obligation to fund under the Commitment Letter)to, make available to Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender 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 Administrative Agent’s 's demand therefor, Administrative Agent shall promptly notify Company and Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and Revolving 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 amount of the Commitment of any Lender to make the particular type of Loan requested or Pro Rata Share of any 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 advise each Lender for that type by facsimile, e-mail or other method of Loan (other than Swing Line Lender, in the case delivery of a Swing Line Loan) notice permitted by Section 9.3 of the proposed borrowing. Each such Lender (other than Swing Line Lender) shall make the amount of its Loan available to Administrative Agent at the Funding and Payment Office not later than 12:00 Noon (New York City time) on the applicable Funding Date, in same day funds in Dollars. Swing Line Lender shall make the amount of its Loan available directly to Company as provided below. Except as provided in subsection 2.1A(iii) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date) and 4.2 (in the case of all Loans), Administrative Agent or Swing Line Lender, as the case may be, shall make the proceeds of such Loans available to Company on the 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 or to be disbursed by Swing Line Lender, as applicable, to be credited to the account designated by Company in the applicable Notice of Borrowing. Unless Administrative Agent shall have been notified by any Lender prior to a Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s Pro Rata Share of any Loan requested by Borrower no later than 11:00 a.m. (Denver, Colorado time) at least two (2) Business Days immediately preceding the Funding Date applicable thereto (in the case of LIBOR Loans), otherwise no later than 4:00 p.m. (Denver, Colorado time) on the Business Day immediately preceding the Funding Date applicable thereto, and each such Funding Date, Lender shall pay Administrative Agent may assume that such Lender has made Lender’s Pro Rata Share of such amount available requested Loan, in same day funds, by wire transfer to Administrative Agent on such Funding Date and Administrative Agent mayAgent’s account by no later than 11:00 a.m. (Denver, in its sole discretion, but shall not be obligated to (subject to any separate obligation to fund under the Commitment Letter), make available to Company a corresponding amount Colorado time) on such Funding Date. If such corresponding any Lender fails to pay the amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender 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 its Pro Rata Share forthwith upon Administrative Agent’s demand therefordemand, Administrative Agent shall promptly notify Company Borrower, and Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereonshall disburse to Borrower, for each day from by wire transfer of immediately available funds, that portion of such Funding Date until the date Loan as to which Administrative Agent has received funds. In such amount is paid to event, Administrative Agent may, on behalf of any Lender not timely paying Administrative Agent, at disburse funds to Borrower for Loans requested, subject to the rate payable under this Agreement provisions of Subsection 8.5(B). Each such Lender shall reimburse Administrative Agent on demand for Base Rate Loansall funds disbursed on its behalf by Administrative Agent. Nothing in this subsection 2.1C Subsection 8.4 or elsewhere in this Agreement or the other Loan Documents, including the provisions of Subsection 8.5, shall be deemed to require Administrative Agent (or any other Lender) to advance funds on behalf of any Lender or to relieve any Lender from its obligation to fulfill its Commitments commitments hereunder or to prejudice any rights that Company Administrative Agent or Borrower may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and Revolving 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 amount of the Commitment of any Lender to make the particular type of Loan requested or Pro Rata Share of any 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 advise each Lender for that type by telephone or telecopy of Loan (other than Swing Line Lender, in the case of a Swing Line Loan) of the proposed borrowing. Each such Lender (other than Swing Line Lender) shall make the amount of its Loan available to Administrative Agent at the Funding and Payment Office not later than 12:00 Noon (New York City time) on the applicable Funding Date, in same day funds in Dollars. Swing Line Lender shall make the amount of its Loan available directly to Company as provided below. Except as provided in subsection 2.1A(iii) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date) and 4.2 (in the case of all Loans), Administrative Agent or Swing Line Lender, as the case may be, shall make the proceeds of such Loans available to Company on the 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 or to be disbursed by Swing Line Lender, as applicable, to be credited to the account designated by Company in the applicable Notice of Borrowing. Unless Administrative Agent shall have been notified by any Lender prior to a Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s Pro Rata Share of any Loan requested by Borrower no later than 11:00 a.m. (Denver, Colorado time) at least two (2) Business Days immediately preceding the Funding Date applicable thereto (in the case of LIBOR Loans), otherwise on the Business Day immediately preceding the Funding Date applicable thereto, and each such Funding Date, Lender shall pay Administrative Agent may assume that such Lender has made Lender’s Pro Rata Share of such amount available requested Loan, in same day funds, by wire transfer to Administrative Agent on such Funding Date and Administrative Agent mayAgent’s account by no later than 1:00 p.m. (Denver, in its sole discretion, but shall not be obligated to (subject to any separate obligation to fund under the Commitment Letter), make available to Company a corresponding amount Colorado time) on such Funding Date. If such corresponding any Lender fails to pay the amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender 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 its Pro Rata Share forthwith upon Administrative Agent’s demand therefordemand, Administrative Agent shall promptly notify Company Borrower, and Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereonshall disburse to Borrower, for each day from by wire transfer of immediately available funds, that portion of such Funding Date until the date Loan as to which Administrative Agent has received funds. In such amount is paid to event, Administrative Agent may, on behalf of any Lender not timely paying Administrative Agent, at disburse funds to Borrower for Loans requested, subject to the rate payable under this Agreement provisions of Subsection 8.5(B). Each such Lender shall reimburse Administrative Agent on demand for Base Rate Loansall funds disbursed on its behalf by Administrative Agent. Nothing in this subsection 2.1C Subsection 8.4 or elsewhere in this Agreement or the other Loan Documents, including the provisions of Subsection 8.5, shall be deemed to require Administrative Agent (or any other Lender) to advance funds on behalf of any Lender or to relieve any Lender from its obligation to fulfill its Commitments commitments hereunder or to prejudice any rights that Company Administrative Agent or Borrower may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and Revolving Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata SharesShares of the Commitments for the particular Type of Loans requested, it being understood that neither Administrative Agent nor any no Lender shall be responsible for any default by any other Lender in that other Lender’s 's obligation to make a Loan requested hereunder nor shall the amount of the Commitment of any Lender to make the particular type Type of Loan requested or Pro Rata Share of any Lender be increased or decreased as a result of a default by any other Lender in that other Lender’s '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 for that type of Loan (other than or Swing Line Lender, in as the case of a Swing Line Loan) may be, of the proposed borrowing. Each such Lender (other than Swing Line Lender) shall make the amount of its Loan available to Administrative Agent at the Funding and Payment Office not later than 12:00 Noon (New York City time) on the applicable Funding Date, in same day funds in Dollars. and Swing Line Lender shall make the amount of its Swing Line Loan available directly to Company as provided belowAgent not later than 2:00 P.M.(New York City time) on the applicable Funding Date, in each case in same day funds in Dollars, at the Funding and Payment Office. Except as provided in subsection 2.1A(iii2.1A(vi) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date) and 4.2 (in the case of all Loans), Administrative Agent or Swing Line Lender, as the case may be, shall make the proceeds of such Loans available to Company on the applicable Funding Date by causing an amount of same day funds in Dollars, Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders or to be disbursed by Swing Line Lender, as applicable, to be credited to the account designated by Company in the applicable Notice of Borrowing. Unless Administrative Agent shall have been notified by any Lender prior to a Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to (subject to any separate obligation to fund under the Commitment Letter), make available to Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender 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 Administrative Agent’s demand therefor, Administrative Agent shall promptly notify Company and Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and Revolving 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 no Lender shall be responsible for any default by any other Lender in that other Lender’s '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 or Pro Rata Share of any Lender be increased or decreased as a result of a default by any other Lender in that other Lender’s '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 for that type of Loan (other than or Swing Line Lender, in as the case of a Swing Line Loan) may be, of the proposed borrowing. Each such Lender (other than Swing Line Lender) shall make the amount of its Loan available to Administrative Agent at the Funding and Payment Office not later than 12:00 Noon (New York City time) on the applicable Funding Date, in same day funds in Dollars. and Swing Line Lender shall make the amount of its Swing Line Loan available directly to Company as provided belowAgent not later than 2:00 P.M.(New York City time) on the applicable Funding Date, in each case in same day funds in Dollars, at the Funding and Payment Office. Except as provided in subsection 2.1A(iii) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date) and 4.2 (in the case of all Loans), Administrative Agent or Swing Line Lender, as the case may be, shall make the proceeds of such Loans available to Company on the applicable Funding Date by causing an amount of same day funds in Dollars, Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders or to be disbursed by Swing Line Lender, as applicablethe case may be, to be credited to the account designated by of Company in at the applicable Notice of BorrowingFunding and Payment Office. Unless Administrative Agent shall have been notified by any Lender prior to a the Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s 's Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to (subject to any separate obligation to fund under the Commitment Letter)to, make available to Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender 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 Administrative Agent’s demand thereforwithin three Business Days after such amount should have been made available, Administrative Agent shall promptly notify Company and Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Tranche A Term Loans, Tranche B Term --------------------- Loans, Tranche C Term Loans and Revolving 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 no Lender shall be responsible for any default by any other Lender in that other Lender’s '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 or Pro Rata Share of any Lender be increased or decreased as a result of a default by any other Lender in that other Lender’s '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 for that type of Loan (other than or Swing Line Lender, in as the case of a Swing Line Loan) may be, of the proposed borrowing. Each such Lender (other than Swing Line Lender) shall make the amount of its Loan available to Administrative Agent at the Funding and Payment Office not later than 12:00 Noon 1:00 P.M. (New York City time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 2:00 P.M. (New York City time) on the applicable Funding Date, in each case in same day funds in Dollars. Swing Line Lender shall make , at the amount of its Loan available directly to Company as provided belowFunding and Payment Office. Except as provided in subsection 2.1A(iii2.1A(v) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date) and 4.2 (in the case of all Loans), Administrative Agent or Swing Line Lender, as the case may be, shall make the proceeds of such Loans available to Company the relevant Borrower or Borrowers on the applicable Funding Date by causing an amount of same day funds in Dollars, Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders or to be disbursed by Swing Line Lender, as applicablethe case may be, to be credited to the account designated by Company in account(s) of the applicable Notice of Borrowingrelevant Borrower or Borrowers at the Funding and Payment Office. Unless Administrative Agent shall have been notified by any Lender prior to a the Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s 's Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to (subject to any separate obligation to fund under the Commitment Letter)to, make available to Company the relevant Borrower or Borrowers a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender 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 Administrative Agent’s 's demand therefor, Administrative Agent shall promptly notify Company Borrowers and Company shall Borrowers jointly and severally agree to pay immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement of interest then applicable to the Loan for Base Rate Loanswhich Administrative Agent has demanded payment. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company Borrowers may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and Revolving 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 amount of the Commitment of any Lender to make the particular type of Loan requested or Pro Rata Share of any 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 for that type of Loan (other than or Swing Line Lender, in as the case of a Swing Line Loan) may be, of the proposed borrowing. Each such Lender (other than Swing Line Lender) shall make the amount of its Loan available to Administrative Agent at the Funding and Payment Office not later than 12:00 Noon 1:00 P.M. (New York City time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 1:00 P.M. (New York City time) on the applicable Funding Date, in each case in same day funds in Dollars. Swing Line Lender shall make , at the amount of its Loan available directly to Company as provided belowFunding and Payment Office. Except as provided in subsection 2.1A(iii2.1A(iv) or and subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date) and 4.2 (in the case of all Loans), Administrative Agent or Swing Line Lender, as the case may be, shall make the proceeds of such Loans available to Company on the applicable Funding Date by causing an amount of same day funds in Dollars, Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders or to be disbursed by Swing Line Lender, as applicable, to be credited to the account designated of Company at the Funding and Payment Office or such other account as specified by Company in the applicable Notice of Borrowing. Unless Administrative Agent shall have been notified by any Lender prior to a Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to (subject to any separate obligation to fund under the Commitment Letter)to, make available to Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender 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 Administrative Agent’s demand therefor, Administrative Agent shall promptly notify Company and Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and Revolving 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 no Lender shall be responsible for any default by any other Lender in that other Lender’s '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 or Pro Rata Share of any Lender be increased or decreased as a result of a default by any other Lender in that other Lender’s '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 for that type of Loan (other than Swing Line Lender, in the case of a Swing Line Loan) of the proposed borrowing. Each such Lender (other than Swing Line Lender) shall make the amount of its Loan available to Administrative Agent at the Funding and Payment Office not later than 12:00 Noon 9:00 A.M. (New York City San Francisco time) on the applicable Funding Date, Date in same day funds in Dollars. Swing Line Lender shall make , at the amount of its Loan available directly to Company as provided belowFunding and Payment Office. Except as provided in subsection 2.1A(iii) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any the Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections subsection 4.1 (in the case of Loans made on the Closing Date) and 4.2 (in the case of all Loans), Administrative Agent or Swing Line Lender, as the case may be, shall make the proceeds of such Loans available to Company on the applicable Funding Date by causing an amount of same day funds in Dollars, Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders or to be disbursed by Swing Line Lender, as applicable, to be credited to the account designated by of Company in at the applicable Notice of BorrowingFunding and Payment Office. Unless Administrative Agent shall have been notified by any Lender prior to a the Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s 's Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to (subject to any separate obligation to fund under the Commitment Letter)to, make available to Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender 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 Administrative Agent’s demand therefor, Administrative Agent shall promptly notify Company and Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company may have against any Lender as a result of any default by such Lender hereunder.upon

Disbursement of Funds. All Term Loans and Revolving 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 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 amount of the Commitment of any Lender to make the particular type of Loan requested or Pro Rata Share of any 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 for that type of Loan (other than or Swing Line Lender, in as the case of a Swing Line Loan) may be, of the proposed borrowing. Each such Lender (other than Swing Line Lender) shall make the amount of its Loan available to Administrative Agent at the Funding and Payment Office not later than 12:00 Noon (New York City time) on the applicable Funding Date, in same day funds in Dollars. and Swing Line Lender shall make the amount of its Swing Line Loan available directly to Company as provided belowAdministrative Agent not later than 2:00 P.M. (New York City time) on the applicable Funding Date, in each case in same day funds in Dollars, at the Funding and Payment Office. Except as provided in subsection 2.1A(iii2.1A(ii) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date) and 4.2 (in the case of all Loans), Administrative Agent or Swing Line Lender, as the case may be, shall make the proceeds of such Loans available to Company on the applicable Funding Date by causing an amount of same day funds in Dollars, Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders or to be disbursed by Swing Line Lender, as applicablethe case may be, to be credited to the account designated by Company in the applicable Notice of BorrowingCompany. Unless Administrative Agent shall have been notified by any Lender prior to a the Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to (subject to any separate obligation to fund under the Commitment Letter)to, make available to Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender 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 Alternate Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent’s demand thereforwithin three Business Days after such amount should have been made available, Administrative Agent shall promptly notify Company and Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Alternate Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and Revolving Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata SharesShares of the Revolving Loan Commitments, it being understood that neither Administrative Agent nor any no Lender shall be responsible for any default by any other Lender in that other Lender’s 's obligation to make a Loan requested hereunder nor shall the amount of the Revolving Loan Commitment of any Lender to make the particular type of Loan requested or Pro Rata Share of any Lender be increased or decreased as a result of a default by any other Lender in that other Lender’s '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 for that type of Loan (other than or Swing Line Lender, in as the case of a Swing Line Loan) may be, of the proposed borrowing. Each such Lender (other than Swing Line Lender) shall make the amount of its Loan available to Administrative Agent at the Funding and Payment Office not later than 12:00 Noon (New York City time) on the applicable Funding Date, in same day funds in Dollars. and Swing Line Lender shall make the amount of its Swing Line Loan available directly to Company as provided belowAgent not later than 2:00 P.M. (New York City time) on the applicable Funding Date, in each case in same day funds in Dollars, at the Funding and Payment Office. Except as provided in subsection 2.1A(iii2.1A(iv) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of 52 Loans made on the Closing Effective Date) and 4.2 (in the case of all Loans), Administrative Agent or Swing Line Lender, as the case may be, shall make the proceeds of such Loans available to Company on the applicable Funding Date by causing an amount of same day funds in Dollars, Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders or to be disbursed by Swing Line Lender, as applicablethe case may be, to be credited to the account designated by of Company in at the applicable Notice of BorrowingFunding and Payment Office. Unless Administrative Agent shall have been notified by any Lender prior to a the Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s 's Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to (subject to any separate obligation to fund under the Commitment Letter)to, make available to Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender 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 Administrative Agent’s 's demand therefor, Administrative Agent shall promptly notify Company and Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans of the applicable type of Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and Revolving 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 no Lender shall be responsible for any default by any other Lender in that other Lender’s 's obligation to make a Revolving Loan requested hereunder nor shall the amount of the Revolving Loan Commitment of any Lender to make the particular type of Loan requested or Pro Rata Share of any Lender be increased or decreased as a result of a default by any other Lender in that other Lender’s 's obligation to make a Revolving 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 for that type of Loan (other than Swing Line Lender, in the case of a Swing Line Loan) of the proposed borrowing. Each such Lender (other than Swing Line Lender) shall make the amount of its Revolving Loan available to Administrative Agent at the Funding and Payment Office not later than 12:00 Noon (New York City time) on the applicable Funding Date, in same day funds in Dollars. Swing Line Lender shall make , at the amount of its Loan available directly to Company as provided belowFunding and Payment Office. Except as provided in subsection 2.1A(iii) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Revolving Loans made on the Closing Date) and 4.2 (in the case of all Revolving Loans), Administrative Agent or Swing Line Lender, as the case may be, shall make the proceeds of such Revolving Loans available to Company on the applicable Funding Date by causing an amount of same day funds in Dollars, Dollars equal to the proceeds of all such Revolving Loans received by Administrative Agent from Lenders or to be disbursed by Swing Line Lender, as applicable, to be credited to the account designated by of Company in at the applicable Notice of BorrowingFunding and Payment Office. Unless Administrative Agent shall have been notified by any Lender prior to a the Funding Date for any Revolving Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s 's Revolving Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to (subject to any separate obligation to fund under the Commitment Letter)to, make available to Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender 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 Administrative Agent’s 's demand therefor, Administrative Agent shall promptly notify Company and Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Revolving Loan Commitments hereunder or to prejudice any rights that Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and Revolving Loans under this Agreement shall be made by Lenders having a Commitment of that type simultaneously and proportionately to their respective Pro Rata Shares, it being understood that neither Administrative Agent nor any no Lender shall be responsible for or released by 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 or Pro Rata Share of any 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 applicable Lender for that type of Loan (other than Swing Line Lender, in the case of a Swing Line Loan) of the proposed borrowingborrowing and details thereof. Each such notified Lender (other than Swing Line Lender) shall make the amount of its Loan available to Administrative Agent Agent, in same day funds in Dollars, at the Funding and Payment Office Office, not later than 12:00 Noon (New York City time) on the applicable Funding Date, in same day funds in Dollars. Swing Line Lender shall make the amount of its Loan available directly to Company as provided below. Except as provided in subsection 2.1A(iii) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any the Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date) and 4.2 (in the case of all Loans)subsection 4.3, Administrative Agent or Swing Line Lender, as the case may be, shall make the proceeds of such Loans available to Company Borrower on the applicable Funding Date by causing an amount of same day funds in Dollars, Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders or to be disbursed by Swing Line Lender, as applicable, to be credited to the account designated by Company in of Borrower at the applicable Notice of BorrowingFunding and Payment Office. Unless Administrative Agent shall have been notified by any Lender prior to a the Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to (subject to any separate obligation to fund under the Commitment Letter)to, make available to Company Borrower a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender 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 (3) Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent’s demand therefor, Administrative Agent shall promptly notify Company Borrower and Company Borrower shall immediately promptly pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company Borrower may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and Revolving 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 no Lender shall be responsible for any default by any other Lender in that other Lender’s 's obligation to make a Revolving Loan requested hereunder nor shall the amount of the Commitment of any Lender to make the particular type of Revolving Loan requested or Pro Rata Share of any Lender be increased or decreased as a result of a default by any other Lender in that other Lender’s 's obligation to make a Revolving 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 for that type of Loan (other than Swing Line Lender, in the case of a Swing Line Loan) of the proposed borrowing. Each such Lender (other than Swing Line Lender) shall make the amount of its Loan available to Administrative Agent at the Funding and Payment Office not later than 12:00 Noon (New York City time) on the applicable Funding Date, in same day funds in Dollars. Swing Line Lender shall make the amount of its Revolving Loan available directly to Company as provided belowAdministrative Agent not later than 1:00 P.M. (Eastern Standard Time) on the applicable Funding Date in same day funds in Dollars, at the Funding and Payment Office. Except as provided in subsection 2.1A(iii) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date) and subsection 4.2 (in the case of all Revolving Loans), Administrative Agent or Swing Line Lender, as the case may be, shall make the proceeds of such Revolving Loans available to Company as soon as reasonably practicable on the applicable Funding Date by causing an amount of same day funds in Dollars, Dollars equal to the proceeds of all such Revolving Loans received by Administrative Agent from Lenders or to be disbursed by Swing Line Lender, as applicable, to be credited to the account designated by of Company in at the applicable Notice of BorrowingFunding and Payment Office. Unless Administrative Agent shall have been notified by any Lender prior to a the Funding Date for any Revolving Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s 's Revolving Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to (subject to any separate obligation to fund under the Commitment Letter)to, make available to Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender 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 Administrative Agent’s 's demand therefor, Administrative Agent shall promptly notify Company and Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and Revolving 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 '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 or Pro Rata Share of any Lender be increased or decreased as a result of a default by any other Lender in that other Lender’s '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 for that type of Loan (other than or Swing Line Lender, in as the case of a Swing Line Loan) may be, of the proposed borrowing. Each such Lender (other than Swing Line Lender) shall make the amount of its Loan available to Administrative Agent at the Funding and Payment Office not later than 12:00 Noon 11:00 A.M. (New York City San Francisco time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 2:00 P.M. (San Francisco time) on the applicable Funding Date, in each case in same day funds in Dollars. Swing Line Lender shall make , at the amount of its Loan available directly to Company as provided belowFunding and Payment Office. Except as provided in subsection 2.1A(iii2.1A(iv) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date) and 4.2 (in the case of all Loans), Administrative Agent or Swing Line Lender, as the case may be, shall make the proceeds of such Loans available to Company on the applicable Funding Date by causing an amount of same day funds in Dollars, Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders or to be disbursed by Swing Line Lender, as applicable, to be credited to the account designated by of Company in at the applicable Notice of BorrowingFunding and Payment Office. Unless Administrative Agent shall have been notified by any Lender prior to a Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s 's Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to (subject to any separate obligation to fund under the Commitment Letter)to, make available to Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender 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 Administrative Agent’s 's demand therefor, Administrative Agent shall promptly notify Company and Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and all Revolving Loans under this Agreement shall be made by Lenders Banks simultaneously and proportionately to their respective Pro Rata SharesCommitment Percentages, it being understood that neither Administrative Agent nor any Lender no Bank shall be responsible for any default by any other Lender Bank in that other Lender’s Bank's obligation to make a Loan requested hereunder nor shall the amount of the Commitment of any Lender Bank to make the particular type of Loan requested or Pro Rata Share of any Lender be increased or decreased as a result of a default by any other Lender Bank in that other Lender’s Bank's obligation to make a Loan requested hereunder. Promptly after receipt by Administrative the Agent of a Notice of Borrowing pursuant to subsection 2.1B Section 2.1.2 (or telephonic notice in lieu thereof), Administrative the Agent shall notify each Lender for that type of Loan (other than Swing Line Lender, in the case of a Swing Line Loan) Bank of the proposed borrowingborrowing and of the amount of such Bank's Commitment Percentage of the applicable Loans. Each such Lender (other than Swing Line Lender) Bank shall make the amount of its Loan available to Administrative the Agent at the Funding and Payment Office not later than 12:00 Noon (New York City time) on the applicable Funding Date, Date in same day funds in Dollars. Swing Line Lender shall make funds, at the amount of its Loan available directly to Company as provided belowFunding and Payment Office. Except as provided in subsection 2.1A(iii) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender Bank for the amount of a an honored drawing or payment under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections Section 4.1 (in the case of Loans made on the Closing Effective Date) and Section 4.2 (in the case of all Loans), Administrative the Agent or Swing Line Lender, as the case may be, shall make the proceeds of such Loans available to Company the Borrower on the applicable Funding Date by causing an amount of same day funds in Dollars, equal to the proceeds of all such Loans received by Administrative the Agent from Lenders or to be disbursed by Swing Line Lender, as applicable, the Banks to be credited to the account of the Borrower designated by Company in the applicable Notice of Borrowing. Unless Administrative the Agent shall have been notified by any Lender Bank prior to a the Funding Date for any Loans that such Lender Bank does not intend to make available to Administrative the Agent the amount of such Lender’s Bank's Loan requested on such Funding Date, Administrative the Agent may assume that such Lender Bank has made such amount available to Administrative the Agent on such Funding Date and Administrative the Agent may, in its sole discretion, but shall not be obligated to (subject to any separate obligation to fund under the Commitment Letter)to, make available to Company the Borrower a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative the Agent by such LenderBank, Administrative the Agent shall be entitled to recover such corresponding amount on demand from such Lender Bank together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative the Agent, at the customary rate set by Administrative the Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender Bank does not pay such corresponding amount forthwith upon Administrative the Agent’s 's demand therefor, Administrative the Agent shall promptly notify Company the Borrower and Company Borrower shall immediately pay such corresponding amount in the to Administrative the Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative the Agent, at the rate payable under this Agreement for Base Rate Loansapplicable to such Loan. Nothing in this subsection 2.1C Section 2.1.3 shall be deemed to relieve any Lender Bank from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company the Borrower may have against any Lender Bank as a result of any default by such Lender Bank hereunder.

Disbursement of Funds. All Term Loans and Revolving 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 no Lender shall be responsible for any default by any other Lender in that other Lender’s 's obligation to make a Revolving Loan requested hereunder nor shall the amount of the Revolving Loan Commitment of any Lender to make the particular type of Loan requested or Pro Rata Share of any Lender be increased or decreased as a result of a default by any other Lender in that other Lender’s 's obligation to make a Revolving 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 for that type of Loan (other than Swing Line or Swingline Lender, in as the case of a Swing Line Loan) may be, of the proposed borrowing. Each such Lender (other than Swing Line Lender) shall make the amount of its Revolving Loan available to Administrative Agent at the Funding and Payment Office not later than 12:00 Noon noon (New York City time) on the applicable Funding Date and Swingline Lender shall make the amount of its Swingline Loan available to Administrative Agent not later than 2:00 P.M. (New York time) on the applicable Funding Date, in each case in same day funds in Dollars. Swing Line Lender shall make funds, at the amount office of its Loan available directly to Company as provided belowAdministrative Agent located at One Bankers Trust Plaza, New York, New York. Except as provided in subsection 2.1A(iii2.1A(ii) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Swingline Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date) and 4.2 (in the case of all Loans), Administrative Agent or Swing Line Lender, as the case may be, shall make the proceeds of such Loans available to Company on the 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 or to be disbursed by Swing Line Lender, as applicable, to be credited to the account designated by of Company at the office of Administrative Agent specified in the applicable Notice of Borrowingpreceding sentence. Unless Administrative Agent shall have been notified by any Lender prior to a the Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s 's Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to (subject to any separate obligation to fund under the Commitment Letter)to, make available to Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender 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 Administrative Agent’s 's demand therefor, Administrative Agent shall promptly notify Company and Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans; PROVIDED, HOWEVER, that Company shall have no additional obligations to pay interest on such amount hereunder. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and Revolving Loans Funding provided under this Agreement shall be made used to reimburse Contractor for eligible predevelopment costs incurred in association with predevelopment activities of Project, described in Exhibit “A” including expenses incurred by Lenders simultaneously and proportionately the Contractor prior to their respective Pro Rata Sharesthe date of this Agreement. As noted in Exhibit “A”, it being understood that neither Administrative Agent nor any Lender no funds shall be responsible for any default by any other Lender in that other Lender’s obligation to make a Loan requested hereunder nor shall disbursed until the amount completion of the Commitment environmental review process required under the Community Development Block Grant Program, the funding source for this Agreement. In addition to the other conditions for funds disbursements described in Exhibit “A”, requests for reimbursement shall include copies of any Lender to make the particular type of Loan requested canceled checks or Pro Rata Share of any 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 for that type of Loan (other than Swing Line Lender, in the case of a Swing Line Loan) proof of the proposed borrowingexpenditures. Each Contractor shall certify in writing that the specific services for which reimbursement is being requested have been satisfactorily completed. County reserves the right to verify such Lender (other than Swing Line Lender) shall make the amount of its Loan available completion prior to Administrative Agent at the Funding and Payment Office not later than 12:00 Noon (New York City time) on the applicable Funding Date, in same day funds in Dollarspayment to Contractor. Swing Line Lender shall make the amount of its Loan available Payments may be made directly to Company as provided belowaut horized third parties upon written request to the Director of the Department. Except as provided of Housing. No direct payment shall be made unless Contractor certifies in subsection 2.1A(iii) or subsection 3.3B with respect writing that the services have been satisfactorily performed, that the payments are proper, and that all funds to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender be expended are on behalf of and exclusively for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver Project. None of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date) and 4.2 (in the case of all Loans), Administrative Agent or Swing Line Lender, as the case may be, shall make the proceeds of such Loans available to Company on the 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 or to be disbursed by Swing Line Lender, as applicable, to be credited to the account designated by Company in the applicable Notice of Borrowing. Unless Administrative Agent shall have been notified by any Lender prior to a Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to (subject to any separate obligation to fund under the Commitment Letter), make available to Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender 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 Administrative Agent’s demand therefor, Administrative Agent shall promptly notify Company and Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed used for salary, fringe benefits or other compensation of employees of Contractor and/or its affiliates. Exhibit C Equal Benefits Compliance Declaration Form I Vendor Identification Name of Contractor BRIDGE Regional Partners, Inc. Contact Person Xxxxx Xxxxxxx, President Address: 000 Xxxxx Xxxxxx Xxxxx 000 Xxx Xxxxxxxxx, XX 00000 Phone Number 000 000-0000 Fax Number 000 000-0000 II Employees Does the Contractor have any employees? □ Yes □ No Does the Contractor provide benefits to relieve any Lender from its obligation spouses of employees? □ Yes □ No *If the answer to fulfill its Commitments hereunder one or both of the above is no, please skip to prejudice any rights that Company may have against any Lender as a result of any default by such Lender hereunderSection IV.*

Disbursement of Funds. All Subject to subsection 2.1A(iii), all Term Loans and Revolving Loans under this Agreement shall be made by Lenders having a Commitment of that Type 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 Type of Loan requested or Pro Rata Share of any 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 for that type Type of Loan (other than Swing Line Lender, in the case of a Swing Line Loan) of the proposed borrowing. Each such Lender (other than Swing Line Lender) shall make the amount of its Loan available to Administrative Agent at the Funding and Payment Office not later than 12:00 Noon (New York City time) on the applicable Funding Date, in same day funds in Dollars. Swing Line Lender shall make , at the amount of its Loan available directly to Company as provided belowAdministrative Agent’s Office. Except as provided in subsection 2.1A(iii2.1A(ii) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Effective Date) and 4.2 (in the case of all Loans), Administrative Agent or Swing Line Lender, as the case may be, shall promptly upon receipt make the proceeds of such Loans available to Company Borrower on the applicable Funding Date by causing an amount of same day funds in Dollars, Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders or to be disbursed by Swing Line Lender, as applicable, to be credited wire transferred to the account designated by Company of Borrower as specified in the applicable Notice of Borrowing. Unless Administrative Agent shall have been notified by any Lender prior to a Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to (subject to any separate obligation to fund under the Commitment Letter)to, make available to Company Borrower a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender 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 Administrative Agent’s demand therefor, Administrative Agent shall promptly notify Company Borrower and Company Borrower shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans for such Type of Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company Borrower may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Except to the extent necessary to give effect to the conversion of Existing Term Loans and Revolving Existing Working Capital Loans, all Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata SharesShares of the Commitments for the particular type of Loan requested, it being understood that neither Administrative Agent nor any no Lender shall be responsible for any default by any other Lender in that other Lender’s '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 or Pro Rata Share of any Lender be increased or decreased as a result of a the default by any other Lender in that other Lender’s 's obligation to make a Loan requested hereunder. Promptly after receipt by Administrative Agent of a the Notice of Borrowing pursuant to subsection 2.1B (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender for that type of Loan (other than Swing Line Lender, in the case of a Swing Line Loan) of the proposed borrowing. Each such Lender (other than Swing Line Lender) shall make the amount of its Loan available to Administrative Agent at the Funding and Payment Office not later than 12:00 Noon (New York City time) on the applicable Funding Date, in same day funds in Dollars. Swing Line Lender shall make the amount of its Loan Loans available directly to Company as provided belowAdministrative Agent, in same day funds, at the office of Administrative Agent located at One Bankers Trust Plaza, New York, New York (or at any other location designated in writing by Administrative Agent to Lenders) not later than 11:00 A.M. (New York time) on the Restatement Effective Date. Except as provided in subsection 2.1A(iii) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon Upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date) 3.1 and 4.2 (in the case of all Loans)3.3, Administrative Agent or Swing Line Lender, as the case may be, shall make the proceeds of such Loans available to Company Borrower on the applicable Funding Restatement Effective 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 at its office located at One Bankers Trust Plaza, New York, New York (or at any other location designated in writing by Administrative Agent to be disbursed by Swing Line Lender, as applicable, Lenders) to be credited to the account designated by Company in the applicable Notice of BorrowingBorrower at such office of Administrative Agent. Unless Administrative Agent shall have been notified by any Lender prior to a Funding the Restatement Effective Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s 's Loan requested on the Restatement Effective Date (which such Funding Datenotice, if so received by Administrative Agent, shall promptly be communicated to Borrower), Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding the Restatement Effective Date and Administrative Agent may, in its sole discretiondiscretion may, but shall not be obligated to (subject to any separate obligation to fund under the Commitment Letter)to, make available to Company Borrower a corresponding amount on such Funding the Restatement Effective Date. If such corresponding amount is not in fact made available to Administrative Agent by such LenderLender and Administrative Agent makes such corresponding amount available to Borrower, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding the Restatement Effective 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 (3) Business Days and thereafter at the Base Prime Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent’s 's demand therefor, Administrative Agent shall promptly notify Company Borrower, and Company Borrower shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments Tranche A Term Loan Commitment or its Tranche B Term Loan Commitment hereunder or to prejudice any rights that Company Borrower may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and Revolving 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 amount of the Commitment of any Lender to make the particular type of Loan requested or Pro Rata Share of any 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 for that type of Loan (other than or Swing Line Lender, in as the case of a Swing Line Loan) may be, of the proposed borrowing. Each such Lender (other than Swing Line Lender) shall make the amount of its Loan available to Administrative Agent at the Funding and Payment Office not later than 12:00 Noon 1:00 P.M. (New York City time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 1:00 P.M. (New York City time) on the applicable Funding Date, in each case in same day funds in Dollars. Swing Line Lender shall make , at the amount of its Loan available directly to Company as provided belowFunding and Payment Office. Except as provided in subsection 2.1A(iii) or and subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Restatement Date) and 4.2 (in the case of all Loans), Administrative Agent or Swing Line Lender, as the case may be, shall make the proceeds of such Loans available to Company on the applicable Funding Date by causing an amount of same day funds in Dollars, Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders or to be disbursed by Swing Line Lender, as applicable, to be credited to the account designated by of Company in at the applicable Notice of BorrowingFunding and Payment Office. Unless Administrative Agent shall have been notified by any Lender prior to a Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to (subject to any separate obligation to fund under the Commitment Letter)to, make available to Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender 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 Administrative Agent’s demand therefor, Administrative Agent shall promptly notify Company and Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and Revolving 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 '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 or Pro Rata Share of any Lender be increased or decreased as a result of a default by any other Lender in that other Lender’s '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 for that type of Loan (other than Swing Line Lender, in the case of a Swing Line Loan) of the proposed borrowing. Each such Lender (other than Swing Line Lender) shall make the amount of its Loan available to Administrative Agent at the Funding and Payment Office not later than 12:00 Noon 2:00 P.M. (New York City time) on the applicable Funding Date, in same day funds in Dollars. Swing Line Lender shall make , at the amount of its Loan available directly to Company as provided belowFunding and Payment Office. Except as provided in subsection 2.1A(iii) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by itit and with respect to any Swing Line Loans, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date) and 4.2 (in the case of all Loans), Administrative Agent or Swing Line Lender, as the case may be, shall make the proceeds of such Loans available to Company Borrower on the applicable Funding Date by causing an amount of in same day funds in Dollars, Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders or to be disbursed by Lenders. In the case of Swing Line LenderLoans, as applicableupon satisfaction or waiver of the conditions precedent specified in subsection 4.2, Swing Line Lender shall make the amount of its Swing Line Loan available to be credited Borrower not later than 2:00 P.M. (New York City time) on the applicable Funding Date, in same day funds in Dollars and pursuant to the account designated by Company instructions in the applicable Notice of BorrowingBorrowing for such Swing Line Loan. Unless Administrative Agent shall have been notified by any Lender prior to a Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s 's Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to (subject to any separate obligation to fund under the Commitment Letter)to, make available to Company Borrower a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender 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 Administrative Agent’s 's demand therefor, Administrative Agent shall promptly notify Company Borrower and Company Borrower shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company Borrower may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. (i) All Tranche A Term Loans, Tranche B Term Loans, Revolving Loans and Offshore Revolving Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata SharesShares of the Tranche A Term Loan Commitments, Tranche B Term Loan Commitments, Revolving Loan Commitments, Australian Revolving Loan Commitments, Canadian Revolving Loan Commitments, Italian Revolving Loan Commitments or UK Revolving Loan Commitments, as the case may be, it being understood that neither Administrative Agent nor any no Lender shall be responsible for any default by any other Lender in that other Lender’s 's obligation to make a Term Loan, a Revolving Loan or an Offshore Revolving Loan requested hereunder nor shall the amount of the Commitment of any Lender to make the particular type of Loan requested or Pro Rata Share of any Lender be increased or decreased as a result of a default by any other Lender in that other Lender’s 's obligation to make a Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Borrowing pursuant to subsection 2.1B 2.1E (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 for that type of Loan (other than Swing Line Lender, in the case of a Swing Line Loan) of the proposed borrowing. Each such Except as provided in the next succeeding sentence for Lenders designating a UK Lending Office, each Lender (other than Swing Line Lender) shall make the amount of its Term Loan, Revolving Loan or Offshore Revolving Loan available to Administrative Agent Agent, in Same Day Funds, at the Domestic Funding and Payment Office not later than 12:00 Noon noon (New York City time) on the applicable Funding Date, in same day funds in Dollars. Swing Line Each Lender which has designated a UK Lending Office shall make the amount of its Loan available directly to Company as provided below. Except as provided in subsection 2.1A(iii) or subsection 3.3B with respect to UK Revolving Loans used available to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for UK Administrative Agent, in Same Day Funds, at the amount of a drawing under a Letter of Credit issued by itUK Funding and Payment Office not later than 12:00 noon (London time) on the Funding Date. On the Restatement Date, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date) and 4.2 (in the case of all Loans)subsection 3.1, Administrative Agent shall apply the proceeds of the Term Loans, together with up to $37,463,000 of Revolving Loans and $257,000,000 of Australian Revolving Loans to the Existing Lenders in consideration for the purchase from such Existing Lenders of the Commitments and Loans under the Original Credit Agreement by the Lenders hereunder and to the payment of fees and expenses associated herewith. From and after the Restatement Date, except as provided in subsection 2.1B (with respect to the repayment of the Domestic Overdraft Amount), subsection 2.1D(ii) (with respect to the repayment of any Offshore Overdraft Amount), subsection 2.4B(ii)(d) (with respect to repayments of Term Loans out of the Acquisition Sublimit), subsection 2.4B(ii)(e) (with respect to the repayment of Term Loans out of the Existing Holdings Senior Notes Redemption Sublimit) and in subsection 2.8D (with respect to the reimbursement of amounts drawn under Letters of Credit), the satisfaction or Swing Line Lenderwaiver of the conditions precedent specified in subsection 3.2, as the case may be, Administrative Agent shall make the proceeds of such Revolving Loans and Offshore Revolving Loans available to Company the Borrower requesting such Revolving Loans or Offshore Revolving Loans on the applicable such Funding Date by causing an amount of same day funds in Dollars, Same Day Funds equal to the proceeds of all such Revolving Loans or Offshore Revolving Loans received by Administrative Agent from Lenders or to be disbursed by Swing Line Lender, as applicable, to be credited to the account designated by Company in the applicable Notice of Borrowing. Unless such Borrower at such office of Administrative Agent; provided that UK Administrative Agent shall have been notified by any Lender prior make the proceeds of funds received from Lenders pursuant to a Funding Date for any Loans that such Lender does not intend to make the immediately preceding sentence available to Administrative Agent the amount of such Lender’s Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent United Glass on such Funding Date and Administrative Agent may, in its sole discretion, but shall not by causing an amount of Same Day Funds equal to such proceeds to be obligated credited to (subject to any separate obligation to fund under the Commitment Letter), make available to Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, account of United Glass at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days UK Funding and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent’s demand therefor, Administrative Agent shall promptly notify Company and Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company may have against any Lender as a result of any default by such Lender hereunderPayment Office.

Disbursement of Funds. All Term Loans and all Revolving 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 no Lender shall be responsible for any default by any other Lender in that other Lender’s '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 or Pro Rata Share of any Lender be increased or decreased as a result of a default by any other Lender in that other Lender’s '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 for that type of Loan (other than or Swing Line Lender, in as the case of a Swing Line Loan) may be, of the proposed borrowingborrowing and of the amount of such Lender's Pro Rata Share of the applicable Loans. Each such Lender (other than Swing Line Lender) shall make the amount of its Loan available to Administrative Agent at the Funding and Payment Office not later than 12:00 Noon (New York City time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 12:00 Noon (New York time) on the applicable Funding Date, in each case in same day funds in Dollars. Swing Line Lender shall make funds, at the amount of its Loan available directly to Company as provided belowFunding and Payment Office. Except as provided in subsection 2.1A(iii) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a an honored drawing or payment under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date) and 4.2 (in the case of all Loans), Administrative Agent or Swing Line Lender, as the case may be, shall make the proceeds of such Loans available to Company on the 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 or to be disbursed by Swing Line Lender, as applicablethe case may be, to be credited to the account designated by of Company in at the applicable Notice of BorrowingFunding and Payment Office. Unless Administrative Agent shall have been notified by any Lender prior to a the Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s 's Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to (subject to any separate obligation to fund under the Commitment Letter)to, make available to Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender 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 Administrative Agent’s 's demand therefor, Administrative Agent shall promptly notify Company and Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loansapplicable to such Loan. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and Revolving Loans under this Agreement shall be made by Lenders simultaneously and and, except in the case of Incremental Term Loans, proportionately to their respective Pro Rata Shares, it being understood that neither none of Administrative Agent nor or any Lender shall be responsible for any default by any other Lender in that such 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 or Pro Rata Share of any Lender be increased or decreased as a result of a default by any other Lender in that such other Lender’s obligation to make a Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Borrowing or Notice of Borrowing (Swing Line) pursuant to subsection 2.1B (or telephonic notice in lieu thereof), or receipt of advance written notice of an Incremental Term Loan pursuant to subsection 2.1B, Administrative Agent shall notify each Lender for that type of Loan (other than or Swing Line Lender, in as the case of a Swing Line Loan) may be, of the proposed borrowing. Each In the case of a Notice of Borrowing other than in respect of Incremental Term Loans, each such Lender (other than Swing Line Lender) shall make the amount of its Loan available to Administrative Agent not later than 1:00 P.M. (New York City time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 1:00 P.M. (New York City time) on the applicable Funding Date, in each case in same day funds in Dollars, at the Funding and Payment Office Office. In the case of a Notice of Borrowing in respect of Incremental Term Loans, each Lender of Term Loans (i) shall promptly notify Administrative Agent whether or not such Lender intends to make such Incremental Term Loan, in an amount equal to such Lender’s Pro Rata Share or in such other lesser amount as such Lender shall advise to Administrative Agent, provided that should any Lender elect not to make such Incremental Term Loan, or elect to make such Incremental Term Loan in an amount less than such Lender’s Pro Rata Share, Administrative Agent shall consult with the other Lenders of Term Loans to determine which, if any, of such other Lenders of Term Loans are willing to increase the amount of their respective Incremental Term Loans in order to cover such shortfall, and (ii) if such Lender intends to make such Incremental Term Loan, such Lender shall make the amount of its Loan available to Administrative Agent not later than 12:00 Noon 1:00 P.M. (New York City time) on the applicable Funding Date, in same day funds in Dollars. Swing Line Lender shall make , at the amount of its Loan available directly to Company as provided belowFunding and Payment Office, IT BEING UNDERSTOOD THAT NO LENDER SHALL BE OBLIGATED UNDER ANY CIRCUMSTANCES TO MAKE AN INCREMENTAL TERM LOAN HEREUNDER OTHER THAN IN SUCH LENDER’S SOLE AND ABSOLUTE DISCRETION. Except as provided in subsection 2.1A(iii) or and subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date) and ), 4.2 (in the case of all Loans) and 4.3 (in the case of Incremental Term Loans), Administrative Agent or Swing Line Lender, as the case may be, shall make the proceeds of such Loans available to Company on the applicable Funding Date by causing an amount of same day funds in Dollars, Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders or to be disbursed by Swing Line Lender, as applicable, to be credited to the account designated by of Company in at the applicable Notice of BorrowingFunding and Payment Office. Unless Administrative Agent shall have been notified by any Lender prior to a Funding Date for any Loans (other than a Funding Date in respect of an Incremental Term Loan) that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s Loan (other than an Incremental Term Loan) requested on such Funding Date, Administrative Agent may assume that such Lender has made will make such amount available to Administrative Agent on such Funding Date Date, and Administrative Agent may, in its sole discretion, but shall not be obligated to (subject to any separate obligation to fund under the Commitment Letter)to, make available to Company a corresponding amount on such Funding Date. If such corresponding amount is not not, in fact fact, made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at a rate per annum equal to the customary greater of (x) the Federal Funds Effective Rate and (y) a rate set determined by Administrative Agent for in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by Administrative Agent in connection with the correction of errors among banks for three Business Days and thereafter at the Base Rateforegoing. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent’s demand therefor, Administrative Agent shall promptly notify Company Company, and Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Unless Administrative Agent shall have been notified by any Lender prior to a Funding Date in respect of an Incremental Term Loan that such Lender does intend to make available to Administrative Agent the amount of such Lender’s Incremental Term Loan requested on such Funding Date, Administrative Agent shall assume that such Lender has not made and will not make such amount available to Administrative Agent on such Funding Date, and Administrative Agent shall not make available to Company a corresponding amount on such Funding Date. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and Revolving 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 amount of the Commitment of any Lender to make the particular type of Loan requested or Pro Rata Share of any 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)‎Section 2.01(b) with respect to a Loan, the Administrative Agent shall notify each Lender for that type of Loan (other than Swing Line Lender, in the case of a Swing Line Loan) of the proposed borrowing. Each such Lender (other than Swing Line Lender) shall make its pro rata Share of the amount of its Loan such Loans available to the Administrative Agent at the Funding and Payment Office in same day funds not later than 12:00 Noon (x) in the case of a Base Rate Loan, 3:00 p.m. (New York City time) on the applicable Funding Date and (y) in the case of a Eurodollar Rate Loan, 12:00 noon (New York City time) on the Funding Date, in same day funds in Dollars. Swing Line Such Loans of a Lender shall make be equal to such Lender’s pro rata Share of the aggregate amount of its Loan available directly all such Loans requested by the Borrower pursuant to Company as provided belowthe applicable Notice of Borrowing. Except as provided in subsection 2.1A(iii) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon Upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 ‎Section 3.01 (in the case of Loans made on the Closing DateInitial Loans) and 4.2 ‎Section 3.02 (in the case of all Loans), ) the Administrative Agent or Swing Line Lender, as the case may be, shall make the proceeds of such Loans available to Company on the applicable Funding Date Borrower by causing an amount of same day funds in Dollars, equal to the proceeds of all such Loans received by the Administrative Agent from Lenders or to be disbursed by Swing Line Lender, as applicable, to be credited to the an account in New York City designated by Company the Borrower in the applicable Notice of Borrowingsame day funds. Unless the Administrative Agent shall have been notified by any Lender prior to a any Funding Date for (or, in the case of Base Rate Loans, not later than 3:00 p.m. (New York City time) on the Funding Date) in respect of any Loans Loan that such Lender does not intend to make available to the Administrative Agent the amount such pro rata Share of such Lender’s Loan requested on such Funding Date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such Funding Date and the Administrative Agent may, in its sole discretiondiscretion may, but shall not be obligated to (subject to any separate obligation to fund under the Commitment Letter)to, make available to Company the Borrower a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender, the Administrative Agent shall be entitled to recover such corresponding amount on prompt demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to the Administrative Agent, Agent at the customary rate set by the Administrative Agent for the correction of errors among banks Lenders 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 Company the Borrower and Company the Borrower shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C ‎Section 2.01(c) shall be deemed to relieve any Lender from its obligation to fulfill its Commitments Commitment hereunder or to prejudice any rights that Company which the Borrower may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and Revolving 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 default in its 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 or Pro Rata Share of any Lender be increased or decreased as a result of a default by any other Lender in that such other Lender’s default in its obligation to make a Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Borrowing pursuant to subsection 2.1B 2.1D (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender for that type of Loan (other than Swing Line Revolving Lender, in the case of a Swing Line Loan) of the proposed borrowing. Each such Revolving Lender (other than Swing Line Lender) shall make the amount of its Revolving Loan available to Administrative Agent at the Funding and Payment Office not later than 12:00 Noon 1:00 P.M. (New York City time) on the applicable Funding Date, in same day funds in Dollars. Swing Line Lender shall make the amount of its Loan available directly to Company as provided below. Except as provided in subsection 2.1A(iii) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Revolving Loans made on the Closing Restatement Date) and 4.2 (in the case of all Revolving Loans), Administrative Agent or Swing Line Lender, as the case may be, shall make the proceeds of such Revolving Loans available to Company on the applicable Funding Date by causing an amount of same day funds in Dollars, Dollars equal to the proceeds of all such Revolving Loans received by Administrative Agent from Revolving Lenders or to be disbursed by Swing Line Lender, as applicable, to be credited to the account designated by Company in the applicable Notice of Borrowing. Unless Administrative Agent shall have been notified by any Revolving Lender prior to a Funding Date for any Loans that such Revolving Lender does not intend to make available to Administrative Agent the amount of such Revolving Lender’s Pro Rata Share of the Loan requested on such Funding Date, Administrative Agent may assume that such Revolving Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to (subject to any separate obligation to fund under the Commitment Letter)to, make available to Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Revolving Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Revolving Lender 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 Revolving Lender does not pay such corresponding amount forthwith upon Administrative Agent’s demand therefor, Administrative Agent shall promptly notify Company and Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loansthe applicable Revolving Loan. Nothing in this subsection 2.1C 2.1E shall be deemed to relieve any Revolving Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans (other than Swing Line Loans, Negotiated Rate Loans and Revolving Loans Canadian Loans) under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata SharesShares of the Commitments for the particular type of Loans requested, it being understood that neither Administrative Agent nor any no Lender shall be responsible for any default by any other Lender in that other Lender’s '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 or Pro Rata Share of any Lender be increased or decreased as a result of a default by any other Lender in that other Lender’s '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 for that type of Loan (other than Swing Line Lender, in the case of a Swing Line Loan) of the proposed borrowing. Each such Lender (other than Swing Line Lender) shall make the amount of its Loan (other than Canadian Loans) available to Administrative Agent Agent, in same day funds, at the Funding and Payment Office office of Agent located at One Bankers Trust Plaza, New York, New York, not later than 12:00 Noon (New York City time) on the applicable Funding Date, in same day funds in Dollars. Except with respect to the repayment of Refunded Swing Line Lender shall make the amount of its Loan available directly to Company as provided below. Except Loans, as provided in subsection 2.1A(iii) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender ), the reimbursement of Bankers for the amount of a drawing under on a Letter of Credit issued by itCredit, as provided in subsection 2.7C, or any Canadian Loans, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date) 3.1 and 4.2 (in the case of all Loans)3.2, Administrative Agent or Swing Line Lender, as the case may be, shall make the proceeds of such Loans available to Company on the 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 or to be disbursed by Swing Line Lender, as applicable, to be credited to the account designated by of Company at the office of Agent specified in the applicable Notice of Borrowingpreceding sentence. Unless Administrative Except with respect to Negotiated Rate Loans, unless Agent shall have been notified by any Lender prior to a the Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s 's Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to (subject to any separate obligation to fund under the Commitment Letter)to, make available to Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender 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 Administrative Agent’s demand therefor, Administrative Agent shall promptly notify Company and Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company may have against any Lender as a result of any default by such Lender hereunder.to

Disbursement of Funds. All Term Tranche A Loans and Revolving Tranche B 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 's obligation to make a the particular type of Loan requested hereunder nor shall the amount of the Commitment of any Lender to make the particular type of Loan requested or Pro Rata Share of any Lender be increased or decreased as a result of a default by any other Lender in that other Lender’s 's obligation to make a Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Borrowing pursuant to subsection 2.1B 2.1C (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 for that type of Loan (other than Swing Line Lender, in the case of a Swing Line Loan) of the proposed borrowing. Each such Lender (other than Swing Line Lender) shall make the amount of its Tranche A Loan available to Administrative Agent at the Funding and Payment Office not later than 12:00 Noon (New York City time) on the applicable Funding Date, in same day funds in Dollars. Swing Line Lender shall make , at the amount of its Loan available directly to Company as provided belowFunding and Payment Office. Except as provided in subsection 2.1A(iii) or 2.1B with respect to Tranche A Loss Sharing Loans and subsection 3.3B with respect to Revolving Tranche A Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Tranche A Loans made on the Closing Date) and 4.2 (in the case of all Tranche A Loans), Administrative Agent or Swing Line Lender, as the case may be, shall make the proceeds of such Tranche A Loans available to Company Borrowers on the applicable Funding Date by causing an amount of same day funds in Dollars, Dollars equal to the proceeds of all such Tranche A Loans received by Administrative Agent from Lenders or to be disbursed by Swing Line Lender, as applicable, to be credited to the account designated by Company in of Borrowers at the applicable Notice of BorrowingFunding and Payment Office. Unless Except with respect to Tranche A Loss Sharing Loans, unless Administrative Agent shall have been notified by any Lender prior to a Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s 's Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to (subject to any separate obligation to fund under the Commitment Letter)to, make available to Company Borrowers a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender 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 Administrative Agent’s 's demand therefor, Administrative Agent shall promptly notify Company Borrowers and Company Borrowers shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C 2.1D shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company Borrowers may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and all Revolving Loans under this Agreement shall be made by the Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that neither Administrative Agent nor any no Lender shall be responsible for any default by any other Lender in that other Lender’s '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 or Pro Rata Share of any Lender be increased or decreased as a result of a default by any other Lender in that other Lender’s 's obligation to make a Loan requested hereunder. Promptly after receipt by the Administrative Agent of a Notice of Borrowing pursuant to subsection 2.1B (or telephonic notice in lieu thereof), the Administrative Agent shall notify each Lender for that type of Loan (other than or the Swing Line Lender, in as the case of a Swing Line Loan) may be, of the proposed borrowingborrowing and of the amount of such Lender's Pro Rata Share of the applicable Loans. Each such Lender (other than Swing Line Lender) shall make the amount of its Loan available to the Administrative Agent at the Funding and Payment Office not later than 12:00 Noon 1:00 P.M. (New York City time) on the applicable Funding Date and the Swing Line Lender shall make the amount of its Swing Line Loan available to the Administrative Agent not later than 2:00 P.M. (New York time) on the applicable Funding Date, in each case in same day funds in Dollars. Swing Line Lender shall make funds, at the amount of its Loan available directly to Company as provided belowFunding and Payment Office. Except as provided in subsection 2.1A(iii2.1A(v) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any the Issuing Lender Bank for the amount of a an honored drawing or payment under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date) and 4.2 (in the case of all Loans), the Administrative Agent or Swing Line Lender, as the case may be, shall make the proceeds of such Loans available to Company on the applicable Funding Date by causing an amount of same day funds in Dollars, equal to the proceeds of all such Loans received by the Administrative Agent from the Lenders or to be disbursed by the Swing Line Lender, as applicablethe case may be, to be credited to the account designated by of Company in at the applicable Notice of BorrowingFunding and Payment Office. Unless the Administrative Agent shall have been notified by any Lender prior to a the Funding Date for any Loans that such Lender does not intend to make available to the Administrative Agent the amount of such Lender’s 's Loan requested on such Funding Date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such Funding Date and the Administrative Agent may, in its sole discretion, but shall not be obligated to (subject to any separate obligation to fund under the Commitment Letter)to, make available to Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender, 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 Funding Date until the date such amount is paid to the Administrative Agent, at the customary rate set by the 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 Company and Company shall immediately pay such corresponding amount to the Administrative Agent Agent, together with interest thereon, thereon for each day from such Funding Date until the date such amount is paid to the Administrative Agent, Agent at the rate payable under this Agreement for Base Rate Loansapplicable to such Loan. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and Revolving 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 no Lender shall be responsible for any default by any other Lender in that other Lender’s '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 or Pro Rata Share of any Lender be increased or decreased as a result of a default by any other Lender in that other Lender’s '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 for that type of Loan (other than or Swing Line Lender, in as the case of a Swing Line Loan) may be, of the proposed borrowing. Each such Lender (other than Swing Line Lender) shall make the amount of its Loan available to Administrative Agent at the Funding and Payment Office not later than 12:00 Noon 1:00 P.M. (New York City time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 2:00 P.M. (New York City time) on the applicable Funding Date, in each case in same day funds in Dollars. Swing Line Lender shall make , at the amount of its Loan available directly to Company as provided belowFunding and Payment Office. Except as provided in subsection 2.1A(iii2.1A(iv) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 4.2 (in the case of Loans made on the Closing Effective Date) and 4.2 4.3 (in the case of all Loans), Administrative Agent or Swing Line Lender, as the case may be, shall make the proceeds of such Loans available to Company on the applicable Funding Date by causing an amount of same day funds in Dollars, Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders or to be disbursed by Swing Line Lender, as applicablethe case may be, to be credited to the account designated by of Company in at the applicable Notice of BorrowingFunding and Payment Office. Unless Administrative Agent shall have been notified by any Lender prior to a the Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s 's Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to (subject to any separate obligation to fund under the Commitment Letter)to, make available to Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender 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 Administrative Agent’s 's demand therefor, Administrative Agent shall promptly notify Company and Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and Revolving 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 '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 or Pro Rata Share of any Lender be increased or decreased as a result of a default by any other Lender in that other Lender’s '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 for that type of Loan (other than Swing Line Lender, in the case of a Swing Line Loan) of the proposed borrowing. Each such Lender (other than Swing Line Lender) shall make the amount of its Loan available to Administrative Agent at the Funding and Payment Office not later than 12:00 Noon (New York City time) on the applicable Funding Date, Date in same day funds in Dollars. Swing Line Lender shall make the amount of its Loan available directly to Company as provided below. Except as provided in subsection 2.1A(iii2.1A(iv) or and subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any an Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections subsection 4.1 (in the case of Loans made on the Closing Date) and 4.2 (in the case of all Loans), Administrative Agent or Swing Line Lender, as the case may be, shall make the proceeds of such Loans available to Company on the applicable Funding Date by causing an amount of same day funds in Dollars, Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders or to be disbursed credited to the account designated by Company in the applicable Notice of Borrowing. Promptly after receipt by Swing Line LenderLender of a Notice of Borrowing pursuant to subsection 2.1B (or telephonic notice in lieu thereof), Swing Line Lender shall make the amount of its Swing Line Loan available to Company not later than 2:00 P.M. (New York City time) on the applicable Funding Date, in each case in same day funds in Dollars, at the Swing Line Funding and Payment Office. Except as applicableset forth in subsection 2.1A(iv)(e), Swing Line Lender shall make the proceeds of any Swing Line Loan available to Company on the applicable Funding Date by causing an amount of same day funds, in Dollars, equal to the proceeds of such Swing Line Loan to be credited to the account designated by Company in the applicable Notice of Borrowing. Unless Administrative Agent shall have been notified by any Lender prior to a Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s 's Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to (subject to any separate obligation to fund under the Commitment Letter)to, make available to Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender 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 Administrative Agent’s 's demand therefor, Administrative Agent shall promptly notify Company and Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and Revolving 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 no Lender shall be responsible for any default by any other Lender in that other Lender’s '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 or Pro Rata Share of any Lender be increased or decreased as a result of a default by any other Lender in that other Lender’s '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 for that type of Loan (other than or Swing Line Lender, in as the case of a Swing Line Loan) may be, of the proposed borrowing. Each such Lender (other than Swing Line Lender) shall make the amount of its Loan available to Administrative Agent at the Funding and Payment Office not later than 12:00 Noon 2:00 P.M. (New York City Dallas, Texas time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 2:00 P.M. (Dallas, Texas time) on the applicable Funding Date, in each case in same day funds in Dollars. Swing Line Lender shall make , at the amount of its Loan available directly to Company as provided belowFunding and Payment Office. Except as provided in subsection 2.1A(iii) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans, or subsection 3.3B with respect to Revolving Loans or used to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by itor an IRB Reimbursement Advance, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date) and 4.2 (in the case of all Loans)subsection 4.2, Administrative Agent or Swing Line Lender, as the case may be, shall make the proceeds of such Loans available to Company Borrower on the applicable Funding Date by causing an amount of same day funds in Dollars, Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders or to be disbursed by Swing Line Lender, as applicablethe case may be, to be credited to the account designated by Company in of Borrower at the applicable Notice of BorrowingFunding and Payment Office. Unless Administrative Agent shall have been notified by any Lender prior to a the Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s 's Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to (subject to any separate obligation to fund under the Commitment Letter)to, make available to Company Borrower a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender 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 Administrative Agent’s 's demand therefor, Administrative Agent shall promptly notify Company Borrower and Company Borrower shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company Borrower may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and Revolving Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata SharesShares of the Commitments for the particular Type of Loans requested, it being understood that neither Administrative Agent nor any no Lender shall be responsible for any default by any other Lender in that other Lender’s 's obligation to make a Loan requested hereunder nor shall the amount of the Commitment of any Lender to make the particular type Type of Loan requested or Pro Rata Share of any Lender be increased or decreased as a result of a default by any other Lender in that other Lender’s '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 for that type of Loan (other than or Swing Line Lender, in as the case of a Swing Line Loan) may be, of the proposed pro posed borrowing. Each such Lender (other than Swing Line Lender) shall make the amount of its Loan available to Administrative Agent at the Funding and Payment Office not later than 12:00 Noon (New York City time) on the applicable Funding Date, in same day funds in Dollars. and Swing Line Lender shall make the amount of its Swing Line Loan available directly to Company as provided belowAdministrative Agent not later than 2:00 P.M.(New York City time) on the applicable Funding Date, in each case in same day funds in Dollars, at the Funding and Payment Office. Except as provided in subsection 2.1A(iii2.1A(iv) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date) and 4.2 (in the case of all Loans), Administrative Agent or Swing Line Lender, as the case may be, shall make the proceeds of such Loans available to Company on the applicable Funding Date by causing an amount of same day funds in Dollars, Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders or to be disbursed by Swing Line Lender, as applicablethe case may be, to be credited to the account designated by of Company in at the applicable Notice of BorrowingFunding and Payment Office. Unless Administrative Agent shall have been notified by any Lender prior to a the Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s 's Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to (subject to any separate obligation to fund under the Commitment Letter)to, make available to Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender 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 Administrative Agent’s 's demand therefor, Administrative Agent shall promptly notify Company and Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans of the applicable Type of Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and Revolving 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 amount of the Commitment of any Lender to make the particular type of Loan requested or Pro Rata Share of any 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 Pro Rata Borrowing pursuant to subsection 2.1B 2.1 or subsection 2.3 (or telephonic notice in lieu thereof)) and in any event on the Business Day such notice is received, Administrative Agent shall notify each Lender for that type of Loan (other than Swing Line Lender, in the case of a Swing Line Loan) of the proposed borrowing. Each such Lender (other than Swing Line Lender) shall make the amount of its Loan available to Administrative Agent at the Funding and Payment Office not later than 12:00 Noon (New York City time) on the applicable Funding Date, in same day funds in Dollars. Swing Line Lender shall make the amount of its Pro Rata Loan available directly to Company as provided belowAdministrative Agent on the Funding Date in Dollars in same day funds by deposit to Administrative Agent's Account not later than 1:00 p.m. (New York City time). Except as provided set forth in subsection 2.1A(iii) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it2.3C, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 Section 3 (in the case of Loans made on the Closing Date) and 4.2 (in the case of all Loansincluding, without limitation, subsection 3.2B, if applicable), Administrative Agent or Swing Line Lender, as the case may be, shall make the proceeds of such Pro Rata Loans available to Company the Applicable Borrower on the applicable such 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 or to be disbursed by Swing Line Lender, as applicable, to be credited to the account designated of the Applicable Borrower at that office of Administrative Agent where Administrative Agent's Account is located no later than 2:00 p.m. (New York City time) on such Funding Date. In the case of Bid Rate Loans, upon satisfaction or waiver of the conditions precedent specified in Section 3 (including, without limitation, subsection 3.2B to the extent applicable), the applicable Lender shall make the proceeds of its Bid Rate Loan available to the Applicable Borrower on the Funding Date, by Company causing an amount of same day funds equal to the proceeds of such Loan to be credited to the account of the Applicable Borrower at that Office of Administrative Agent where Administrative Agent's Account is located no later than 2:00 p.m. (New York City time) on such Funding Date. The acceptance by the Applicable Borrower of any proceeds of any Loan which results in an increase in the Total Utilization shall be deemed to constitute a representation to the Lenders that the conditions to funding set forth herein are satisfied on and as of the applicable Notice of BorrowingFunding Date. Unless Administrative Agent shall have been notified by any Lender prior to a the Funding Date for of any Loans Pro Rata Loan that such Lender does not intend to make available to Administrative Agent the amount of such that Lender’s 's Pro Rata Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent mayAgent, in its sole discretion, may, but shall not be obligated to (subject to any separate obligation to fund under the Commitment Letter)to, make available to Company the Applicable Borrower a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lenderthat Lender on the Funding Date, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, which interest shall accrue at the customary rate set by Administrative Agent Federal Funds Rate for the correction of errors among banks for three Business Days first five days and thereafter at the Base RateRate in effect from time to time (beginning on and including the date of such borrowing). If such that Lender does not pay such corresponding amount forthwith upon Administrative Agent’s 's demand therefor, Administrative Agent shall promptly notify Company the Applicable Borrower, and Company the Applicable Borrower shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, accrued thereon at the applicable rate for each day from the Loan made on such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate LoansDate. Nothing in this subsection 2.1C 2.4 shall be deemed to relieve any Lender from its obligation to fulfill its Commitments Commitment hereunder or to prejudice any rights that Company which any Borrower may have against any Lender as a result of any default by such that Lender hereunder.

Disbursement of Funds. All Term Loans and all Revolving Loans under this Agreement shall be made by the Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that neither Administrative Agent nor any no Lender shall be responsible for any default by any other Lender in that other Lender’s '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 or Pro Rata Share of any Lender be increased or decreased as a result of a default by any other Lender in that other Lender’s 's obligation to make a Loan requested hereunder. Promptly after receipt by the Administrative Agent of a Notice of Borrowing pursuant to subsection 2.1B (or telephonic notice in lieu thereof), the Administrative Agent shall notify each Lender for that type of Loan (other than or the Swing Line Lender, in as the case of a Swing Line Loan) may be, of the proposed borrowingborrowing and of the amount of such Lender's Pro Rata Share of the applicable Loans. Each such Lender (other than Swing Line Lender) shall make the amount of its Loan available to the Administrative Agent at the Funding and Payment Office not later than 12:00 Noon 1:00 P.M. (New York City time) on the applicable Funding Date and the Swing Line Lender shall make the amount of its Swing Line Loan available to the Administrative Agent not later than 2:00 P.M. (New York time) on the applicable Funding Date, in each case in same day funds in Dollars. Swing Line Lender shall make funds, at the amount of its Loan available directly to Company as provided belowFunding and Payment Office. Except as provided in subsection 2.1A(iii2.1A(vi) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any the Issuing Lender Bank for the amount of a an honored drawing or payment under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Restatement Effective Date) and 4.2 (in the case of all Loans), the Administrative Agent or Swing Line Lender, as the case may be, shall make the proceeds of such Loans available to Company on the applicable Funding Date by causing an amount of same day funds in Dollars, equal to the proceeds of all such Loans received by the Administrative Agent from the Lenders or to be disbursed by the Swing Line Lender, as applicablethe case may be, to be credited to the account designated by of Company in at the applicable Notice of BorrowingFunding and Payment Office. Unless the Administrative Agent shall have been notified by any Lender prior to a the Funding Date for any Loans that such Lender does not intend to make available to the Administrative Agent the amount of such Lender’s 's Loan requested on such Funding Date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such Funding Date and the Administrative Agent may, in its sole discretion, but shall not be obligated to (subject to any separate obligation to fund under the Commitment Letter)to, make available to Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender, 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 Funding Date until the date such amount is paid to the Administrative Agent, at the customary rate set by the 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 Company and Company shall immediately pay such corresponding amount to the Administrative Agent Agent, together with interest thereon, thereon for each day from such Funding Date until the date such amount is paid to the Administrative Agent, Agent at the rate payable under this Agreement for Base Rate Loansapplicable to such Loan. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and Revolving 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 default in its 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 or Pro Rata Share of any Lender be increased or decreased as a result of a default by any other Lender in that such other Lender’s default in its 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 for that type of Loan (other than Swing Line Lender, in the case of a Swing Line Loan) of the proposed borrowing). Each such Lender (other than Swing Line Lender) shall make the amount of its Loan available to Administrative Agent at the Funding and Payment Office not later than 12:00 Noon 1:00 P.M. (New York City time) on the applicable Funding Date, in same day funds in Dollars. Swing Line Lender Lender, in the case of a Swing Line Loan, shall make the amount of its Loan available directly to Company as provided below. Except as provided in subsection 2.1A(iii2.1 A(iii) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date) and 4.2 (in the case of all Loans), Administrative Agent or Swing Line Lender, as the case may be, shall make the proceeds of such Loans available to Company on the applicable Funding Date by causing an amount of same day funds in Dollars, Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders or to be disbursed by Swing Line Lender, as applicable, to be credited to the account designated by Company in the applicable Notice of Borrowing. Unless Administrative Agent shall have been notified by any Lender prior to a Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s Pro Rata Share of the Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to (subject to any separate obligation to fund under the Commitment Letter)to, make available to Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender 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 Administrative Agent’s demand therefor, Administrative Agent shall promptly notify Company and Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loansthe applicable Loan. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and Revolving Loans under this Agreement shall be made by Lenders simultaneously and proportionately propor tionately to their respective Pro Rata Shares, it being understood under stood that neither Administrative Agent nor any no Lender shall be responsible for any default by any other Lender in that other Lender’s '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 or Pro Rata Share of any Lender be increased or decreased as a result of a default by any other Lender in that other Lender’s 's obligation to make a Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Borrowing pursuant to subsection 2.1B 2.1C (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender for that type of Loan (other than or Swing Line Lender, in as the case of a Swing Line Loan) may be, of the proposed borrowing. Each such Lender (other than Swing Line Lender) shall make the amount of its Loan available to Administrative Agent at the Funding and Payment Office not later than 12:00 Noon 11:00 A.M. (New York City Pacific time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 11:00 A.M. (Pacific time) on the applicable Funding Date, in each case in same day funds in Dollars. Swing Line Lender shall make , at the amount of its Loan available directly to Company as provided belowFunding and Payment Office. Except as provided in subsection 2.1A(iii) 2.1B or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender Administrative Agent for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made or converted on the Closing Effective Date) ), and 4.2 4.4 (in the case of all Loans), Administrative Agent or Swing Line Lender, as the case may be, shall make the proceeds of such Loans available to Company on the applicable Funding Date by causing an amount of same day funds in Dollars, Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders or to be disbursed by Swing Line Lender, as applicablethe case may be, to be credited to the account designated by of Company in at the applicable Notice of BorrowingFunding and Payment Office. Unless Administrative Agent shall have been notified by any Lender prior to a the Funding Date for any Revolving Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s 's Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to (subject to any separate obligation to fund under the Commitment Letter)to, make available to Company a corresponding correspond ing amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the customary custo mary rate set by Administrative Agent for the correction corxxxxion 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 Administrative Agent’s 's demand therefor, Administrative Adminis trative Agent shall promptly notify Company and Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate LoansLoans of the type then being repaid by Company. Nothing in this subsection 2.1C 2.1D shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Tranche B Term Loans and Revolving 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 no Lender shall be responsible for any default by any other Lender in that other Lender’s '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 or Pro Rata Share of any Lender be increased or decreased as a result of a default by any other Lender in that other Lender’s '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 for that type of Loan (other than or Swing Line Lender, in as the case of a Swing Line Loan) may be, of the proposed borrowing. Each such Lender (other than Swing Line Lender) shall make the amount of its Loan available to Administrative Agent at the Funding and Payment Office not later than 12:00 Noon 1:00 P.M. (New York City time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 2:00 P.M. (New York City time) on the applicable Funding Date, in each case in same day funds in Dollars. Swing Line Lender shall make , at the amount of its Loan available directly to Company as provided belowFunding and Payment Office. Except as provided in subsection 2.1A(iii) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date) and 4.2 (in the case of all Loans), Administrative Agent or Swing Line Lender, as the case may be, shall make the proceeds of such Loans available to Company the relevant Borrower or Borrowers on the applicable Funding Date by causing an amount of same day funds in Dollars, Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders or to be disbursed by Swing Line Lender, as applicablethe case may be, to be credited to the account designated by Company in account(s) of the applicable Notice of Borrowingrelevant Borrower or Borrowers at the Funding and Payment Office. Unless Administrative Agent shall have been notified by any Lender prior to a the Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s 's Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to (subject to any separate obligation to fund under the Commitment Letter)to, make available to Company the relevant Borrower or Borrowers a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender 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 Administrative Agent’s 's demand therefor, Administrative Agent shall promptly notify Company Borrowers and Company shall Borrowers jointly and severally agree to pay immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement of interest then applicable to the Loan for Base Rate Loanswhich Administrative Agent has demanded payment. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company Borrowers may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and Revolving 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 no Lender shall be responsible for any default by any other Lender in that other Lender’s 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 or Pro Rata Share of any Lender be increased or decreased as a result of a default by any other Lender in that other Lender’s 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)2.1B, Administrative Agent shall notify each Lender for that type of Loan (other than or Swing Line Lender, in as the case of a Swing Line Loan) may be, of the proposed borrowing. Each such Lender (other than Swing Line Lender) shall make the amount of its Loan available to Administrative Agent at the Funding and Payment Office not later than 12:00 Noon 11:00 A.M. (New York City time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 11:00 A.M. (New York City time) on the applicable Funding Date, in each case in same day funds in Dollars. Swing Line Lender shall make , at the amount of its Loan available directly to Company as provided belowFunding and Payment Office. Except as provided in subsection 2.1A(iii) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date) and 4.2 (in the case of all Loans), Administrative Agent or Swing Line Lender, as the case may be, shall make the proceeds of such Loans available to Company Borrower on the applicable Funding Date by causing an amount of same day funds in Dollars, Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders or to be disbursed by Swing Line Lender, as applicablethe case may be, to be credited to the account designated by Company in of Borrower at the applicable Notice of BorrowingFunding and Payment Office. Unless Administrative Agent shall have been notified by any Lender prior to a the Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s Lender"s Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to (subject to any separate obligation to fund under the Commitment Letter)to, make available to Company Borrower a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender 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 Alternate Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent’s Agent"s demand therefor, Administrative Agent shall promptly notify Company Borrower and Company Borrower shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company Borrower may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and Revolving 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 amount of the Commitment of any Lender to make the particular type of Loan requested or Pro Rata Share of any 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 advise each Lender for that type by telephone or telecopy of Loan (other than Swing Line Lender, in the case of a Swing Line Loan) of the proposed borrowing. Each such Lender (other than Swing Line Lender) shall make the amount of its Loan available to Administrative Agent at the Funding and Payment Office not later than 12:00 Noon (New York City time) on the applicable Funding Date, in same day funds in Dollars. Swing Line Lender shall make the amount of its Loan available directly to Company as provided below. Except as provided in subsection 2.1A(iii) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date) and 4.2 (in the case of all Loans), Administrative Agent or Swing Line Lender, as the case may be, shall make the proceeds of such Loans available to Company on the 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 or to be disbursed by Swing Line Lender, as applicable, to be credited to the account designated by Company in the applicable Notice of Borrowing. Unless Administrative Agent shall have been notified by any Lender prior to a Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s Pro Rata Share of any Loan requested by Borrower no later than 11:00 a.m. (Denver time) at least two (2) Business Days immediately preceding the Funding Date applicable thereto (in the case of LIBOR Loans), otherwise on the Business Day immediately preceding the Funding Date applicable thereto, and each such Funding Date, Lender shall pay Administrative Agent may assume that such Lender has made Lender’s Pro Rata Share of such amount available requested Loan, in same day funds, by wire transfer to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to Agent’s account by no later than 1:00 p.m. (subject to any separate obligation to fund under the Commitment Letter), make available to Company a corresponding amount Denver time) on such Funding Date. If such corresponding any Lender fails to pay the amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender 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 its Pro Rata Share forthwith upon Administrative Agent’s demand therefordemand, Administrative Agent shall promptly notify Company Borrower, and Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereonshall disburse to Borrower, for each day from by wire transfer of immediately available funds, that portion of such Funding Date until the date Loan as to which Administrative Agent has received funds. In such amount is paid to event, Administrative Agent may, on behalf of any Lender not timely paying Administrative Agent, at disburse funds to Borrower for Loans requested, subject to the rate payable under this Agreement provisions of Subsection 8.5(B). Each such Lender shall reimburse Administrative Agent on demand for Base Rate Loansall funds disbursed on its behalf by Administrative Agent. Nothing in this subsection 2.1C Subsection 8.4 or elsewhere in this Agreement or the other Loan Documents, including the provisions of Subsection 8.5, shall be deemed to require Administrative Agent to advance funds on behalf of any Lender or to relieve any Lender from its obligation to fulfill its Commitments commitments hereunder or to prejudice any rights that Company Administrative Agent or Borrower may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and Revolving Loans under this Agreement Administrative Agent may, on behalf of Note Purchasers, disburse funds to Issuer for the Note Fundings. Each Note Purchaser shall be made by Lenders simultaneously and proportionately to their respective reimburse Administrative Agent on demand for its Pro Rata SharesShare of all funds disbursed on its behalf by Administrative Agent, it being understood that neither or if Administrative Agent nor any Lender so requests, each Note Purchaser shall be responsible for any default by any other Lender in that other Lender’s obligation remit to make a Loan requested hereunder nor shall the amount of the Commitment of any Lender to make the particular type of Loan requested or Administrative Agent its Pro Rata Share of any 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 Note Funding before Administrative Agent disburses such Note Funding to or on account of a Notice of Borrowing pursuant Issuer. If Administrative Agent so elects to subsection 2.1B (or telephonic notice in lieu thereof)require that funds be made available prior to disbursement to Issuer, Administrative Agent shall notify advise each Lender for that type Note Purchaser by telephone, telex or telecopy of Loan (other than Swing Line Lender, in the case of a Swing Line Loan) of the proposed borrowing. Each such Lender (other than Swing Line Lender) shall make the amount of its Loan available such Note Purchaser’s Pro Rata Share of such Note Funding no later than one (1) Business Day prior to the funding date applicable thereto, and each such Note Purchaser shall pay Administrative Agent such Note Purchaser’s Pro Rata Share of such requested Note Funding, in same day funds, by wire transfer to Administrative Agent at the Funding and Payment Office Agent’s account not later than 12:00 Noon 2:00 p.m. (New York City time) ). If Administrative Agent shall have disbursed funds to Issuer on the applicable Funding Date, in same day funds in Dollars. Swing Line Lender shall make behalf of any Note Purchaser and such Note Purchaser fails to pay the amount of its Loan available directly to Company as provided below. Except as provided in subsection 2.1A(iii) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date) and 4.2 (in the case of all Loans), Administrative Agent or Swing Line Lender, as the case may be, shall make the proceeds of such Loans available to Company on the 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 or to be disbursed by Swing Line Lender, as applicable, to be credited to the account designated by Company in the applicable Notice of Borrowing. Unless Administrative Agent shall have been notified by any Lender prior to a Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to (subject to any separate obligation to fund under the Commitment Letter), make available to Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender 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 Pro Rata Share forthwith upon Administrative Agent’s demand therefordemand, Administrative Agent shall promptly notify Company Issuer, and Company Issuer shall immediately pay as promptly as reasonably possible, but in no event less than two (2) Business Days after such corresponding notice, repay such amount to Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid Agent. Any repayment by Issuer required pursuant to Administrative Agent, at the rate payable under this Agreement for Base Rate LoansSection 13.4 shall be without any premium or penalty. Nothing in this subsection 2.1C Section 13.4 or elsewhere in this Agreement or the other Transaction Documents, including the provisions of Section 13.5, shall be deemed to require Administrative Agent to advance funds on behalf of any Note Purchaser or to relieve any Lender Note Purchaser from its obligation to fulfill its Commitments commitments 108 hereunder or to prejudice any rights that Company Administrative Agent or Issuer may have against any Lender Note Purchaser as a result of any default by such Lender Note Purchaser hereunder.

Disbursement of Funds. All Term Loans and Revolving 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 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 amount of the Commitment of any Lender to make the particular type of Loan requested or Pro Rata Share of any 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 for that type of Loan (other than or Swing Line Lender, in as the case of a Swing Line Loan) may be, of the proposed borrowing. Each such Lender (other than Swing Line Lender) shall make the amount of its Loan available to Administrative Agent at the Funding and Payment Office not later than 12:00 Noon 1:00 P.M. (New York City time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 2:00 P.M. (New York City time) on the applicable Funding Date, in each case in same day funds in Dollars. Swing Line Lender shall make , at the amount of its Loan available directly to Company as provided belowFunding and Payment Office. Except as provided in subsection 2.1A(iii) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or used to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date) 4.1, 4.2 , and 4.2 (in the case of all Loans)4.3, Administrative Agent or Swing Line Lender, as the case may be, shall make the proceeds of such Loans available to Company on the applicable Funding Date by causing an amount of same day funds in Dollars, Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders or to be disbursed by Swing Line Lender, as applicable, Lender to be credited to the account designated by of Company in at the applicable Notice of BorrowingFunding and Payment Office. Unless Administrative Agent shall have been notified by any Lender prior to a the Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to (subject to any separate obligation to fund under the Commitment Letter)to, make available to Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender 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 Administrative Agent’s demand therefor, Administrative Agent shall promptly notify Company and Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and Revolving 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 no Lender shall be responsible for any default by any other Lender in that other Lender’s '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 or Pro Rata Share of any Lender be increased or decreased as a result of a default by any other Lender in that other Lender’s '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 for that type of Loan (other than Swing Line Lender, in the case of a Swing Line Loan) of the proposed borrowing. Each such Lender (other than Swing Line Lender) shall make the amount of its Loan available to Administrative Agent at the Funding and Payment Office not later than 12:00 Noon (New York City Los Angeles time) on the applicable Funding Date, in same day funds in Dollars. Swing Line Lender shall make , at the amount of its Loan available directly to Company as provided belowFunding and Payment Office. Except as provided in subsection 2.1A(iii) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any the Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Tender Loans), 4.2 (in the case of Term Loans and Revolving Loans made on the Closing Merger Date) and 4.2 4.3 (in the case of all Loans), Administrative Agent or Swing Line Lender, as the case may be, shall make the proceeds of such Loans available to Company on the applicable Funding Date by causing an amount of same day funds in Dollars, Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders or to be disbursed by Swing Line Lender, as applicable, to be credited to the account designated by of Company in at the applicable Notice of BorrowingFunding and Payment Office. Unless Administrative Agent shall have been notified by any Lender prior to a the Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s 's Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to (subject to any separate obligation to fund under the Commitment Letter)to, make available to Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender 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 41 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 Administrative Agent’s 's demand therefor, Administrative Agent shall promptly notify Company and Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and Revolving 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 no Lender shall be responsible for any default by any other Lender in that other Lender’s '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 or Pro Rata Share of any Lender be increased or decreased as a result of a default by any other Lender in that other Lender’s 's obligation to make a Loan requested hereunder. Promptly after receipt (and in any event on the day following Administrative Agent's 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 for that type of Loan (other than or Swing Line Lender, in as the case of a Swing Line Loan) may be, of the proposed borrowing. Each such Lender (other than Swing Line Lender) shall make the amount of its Loan available to Administrative Agent at the Funding and Payment Office not later than 12:00 Noon (New York City time) on the applicable Funding Date, in same day funds in Dollars. and Swing Line Lender shall make the amount of its Swing Line Loan available directly to Company as provided belowAdministrative Agent not later than 2:00 P.M.(New York City time) on the applicable Funding Date, in each case in same day funds in Dollars, at the Funding and Payment Office. Except as provided in subsection 2.1A(iii) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date) and 4.2 (in the case of all Loans), Administrative Agent or Swing Line Lender, as the case may be, shall make the proceeds of such Loans available to Company on the 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 or to be disbursed by Swing Line Lender, as applicable, to be credited to the account designated by Company in the applicable Notice of Borrowing. Unless Administrative Agent shall have been notified by any Lender prior to a the Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s 's Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to (subject to any separate obligation to fund under the Commitment Letter), make available to Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender 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. Rate If such Lender does not pay such corresponding amount forthwith upon Administrative Agent’s 's demand therefor, Administrative Agent shall promptly notify Company and Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C 0.xX shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and Revolving 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 no Lender shall be responsible for any default by any other Lender in that other Lender’s '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 or Pro Rata Share of any Lender be increased or decreased as a result of a default by any other Lender in that other Lender’s 's obligation to make a Loan requested hereunder. Promptly after receipt by the Administrative Agent of a Notice of Borrowing pursuant to subsection 2.1B Section 2.1(b) (or telephonic notice in lieu thereof), the Administrative Agent shall notify each Lender for that type of Loan (other than Swing Line Lender, in the case of a Swing Line Loan) of the proposed borrowing. Each such Lender (other than Swing Line Lender) shall make the amount of its Loan available to the Administrative Agent Agent, in same day funds in Dollars, at the Funding and Payment Office Office, not later than 12:00 Noon (New York City time) on the applicable Funding Date, in same day funds in Dollars. Swing Line Lender shall make the amount of its Loan available directly to Company as provided below. Except as provided in subsection 2.1A(iiiSection 3.3(b) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections Sections 4.1 (in and 4.2, the case of Loans made on the Closing Date) and 4.2 (in the case of all Loans), Administrative Agent or Swing Line Lender, as the case may be, shall make the proceeds of such Loans available to Company Borrowers on the applicable Funding Date by causing an amount of same day funds in Dollars, Dollars equal to the proceeds of all such Loans received by the Administrative Agent from Lenders or to be disbursed by Swing Line Lender, as applicable, to be credited to the account designated by Company in of Borrowers at the applicable Notice of BorrowingFunding and Payment Office. Unless the Administrative Agent shall have been notified by any Lender prior to a the Funding Date for any Loans that such Lender does not intend to make available to the Administrative Agent the amount of such Lender’s 's Loan requested on such Funding Date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such Funding Date and the Administrative Agent may, in its sole discretion, but shall not be obligated to (subject to any separate obligation to fund under the Commitment Letter)to, make available to Company the applicable Borrower a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender, 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 Funding Date until the date such amount is paid to the Administrative Agent, at the customary rate set by the 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 Company the applicable Borrower and Company the applicable Borrower shall immediately pay such corresponding amount to the Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to the Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C Section 2.1(c) shall be deemed to relieve any Lender from its obligation to fulfill its Commitments Commitment hereunder or to prejudice any rights that Company Borrowers may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and Revolving 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 '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 or Pro Rata Share of any Lender be increased or decreased as a result of a default by any other Lender in that other Lender’s '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 for that type of Loan (other than or Swing Line Lender, in as the case of a Swing Line Loan) may be, of the proposed borrowing. Each such Lender (other than Swing Line Lender) shall make the amount of its Loan available to Administrative Agent at the Funding and Payment Office not later than 12:00 Noon 2:00 P.M. (New York City time) on the applicable Funding Date, Date in same day funds in Dollars. Swing Line Lender shall make the amount of its Loan available directly to Company as provided below. Except as provided in subsection 2.1A(iii) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date) and 4.2 (in the case of all Loans), Administrative Agent or Swing Line Lender, as the case may be, shall make the proceeds of such Loans Loans, and Swing Line Lender shall make the proceeds of such Swing Line Loans, available to Company on the applicable Funding Date by causing an amount of in same day funds in Dollars, equal to the proceeds of all such Loans received by Administrative Agent from Lenders or to be disbursed by Swing Line Lender, as applicable, to be credited to the account designated by Company in the applicable Notice of Borrowing. Unless Administrative Agent shall have been notified by any Lender prior to a Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s 's Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to (subject to any separate obligation to fund under the Commitment Letter), make available to Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender 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 Administrative Agent’s demand therefor, Administrative Agent shall promptly notify Company and Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company may have against any Lender as a result of any default by such Lender hereunder.,

Disbursement of Funds. All Tranche A Term Loans and Revolving 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 no Lender shall be responsible for any default by any other Lender in that other Lender’s '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 or Pro Rata Share of any Lender be increased or decreased as a result of a default by any other Lender in that other Lender’s '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 for that type of Loan (other than or Swing Line Lender, in as the case of a Swing Line Loan) may be, of the proposed borrowing. Each such Lender (other than Swing Line Lender) shall make the amount of its Loan available to Administrative Agent at the Funding and Payment Office not later than 12:00 Noon 1:00 P.M. (New York City time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 2:00 P.M. (New York City time) on the applicable Funding Date, in each case in same day funds in Dollars. Swing Line Lender shall make , at the amount of its Loan available directly to Company as provided belowFunding and Payment Office. Except as provided in subsection 2.1A(iii) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date) and 4.2 (in the case of all Loans), Administrative Agent or Swing Line Lender, as the case may be, shall make the proceeds of such Loans available to Company on the applicable Funding Date by causing an amount of same day funds in Dollars, Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders or to be disbursed by Swing Line Lender, as applicablethe case may be, to be credited to the account designated by of Company in at the applicable Notice of BorrowingFunding and Payment Office. Unless Administrative Agent shall have been notified by any Lender prior to a the Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s 's Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to (subject to any separate obligation to fund under the Commitment Letter)to, make available to Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender 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 Administrative Agent’s 's demand therefor, Administrative Agent shall promptly notify Company and Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and Revolving 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 no Lender shall be responsible for any default by any other Lender in that other Lender’s '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 or Pro Rata Share of any Lender be increased or decreased as a result of a default by any other Lender in that other Lender’s '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 for that type of Loan (other than or Swing Line Lender, in as the case of a Swing Line Loan) may be, of the proposed borrowing. Each such Lender (other than Swing Line Lender) shall make the amount of its Loan available to Administrative Agent at the Funding and Payment Office not later than 12:00 Noon (New York City time) on the applicable Funding Date, in same day funds in Dollars. and Swing Line Lender shall make the amount of its Swing Line Loan available directly to Company as provided belowAdministrative Agent not later than 2:00 P.M. (New York City time) on the applicable Funding Date, in each case in same day funds in Dollars, at the Funding and Payment Office. Except as provided in subsection 2.1A(iii) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date) and 4.2 (in the case of all Loans), Administrative Agent or Swing Line Lender, as the case may be, shall make the proceeds of such Loans available to Company not later than 2:30 P.M. on the applicable Funding Date by causing an amount of same day funds in Dollars, Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders or to be disbursed by Swing Line Lender, as applicable, to be credited to the account designated by of Company in at the applicable Notice of BorrowingFunding and Payment Office. Unless Administrative Agent shall have been notified by any Lender prior to a Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s 's Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to (subject to any separate obligation to fund under the Commitment Letter)to, make available to Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender 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 Administrative Agent’s 's demand therefor, Administrative Agent shall promptly notify Company and Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loanson the Loan made on such Funding Date. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company may have against any Lender as a result of any default by such Lender hereunder.to

Disbursement of Funds. All Term Loans and Revolving 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 no Lender shall be responsible for any default by any other Lender in that other Lender’s 's obligation to make a Loan requested hereunder nor shall the amount of the Commitment of any Lender to make the particular type Type of Loan requested or Pro Rata Share of any Lender be increased or decreased as a result of a default by any other Lender in that other Lender’s '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 for that type of Loan (other than or Swing Line Lender, in as the case of a Swing Line Loan) may be, of the proposed borrowing. Each such Lender (other than Swing Line Lender) shall make the amount of its Loan available to Administrative Agent at the Funding and Payment Office not later than 12:00 Noon 1:00 P.M. (New York City time) on the applicable Funding Date, in same day funds in Dollars. and Swing Line Lender shall make the amount of its Swing Line Loan available directly to Company as provided belowAdministrative Agent not later than 2:00 P.M.(New York City time) on the applicable Funding Date, in each case in same day funds in Dollars, at the Funding and Payment Office for Dollar Loans. Except as provided in subsection 2.1A(iii2.1A(v) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date) and 4.2 (in the case of all Loans)subsection 4.2, Administrative Agent or Swing Line Lender, as the case may be, shall make the proceeds of such Loans available to Company on the applicable Funding Date by causing an amount of same day funds in Dollars, Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders or to be disbursed by Swing Line Lender, as applicablethe case may be, to be credited to the account designated by of Company in at the applicable Notice of BorrowingFunding and Payment Office for Dollar Loans. Unless Administrative Agent shall have been notified by any Lender prior to a the Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s 's Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to (subject to any separate obligation to fund under the Commitment Letter)to, make available to Company a corresponding amount in Dollars on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative AgentAgent in Dollars, at the customary rate set by Administrative Agent for the correction of errors among banks Federal Funds Effective Rate for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent’s 's demand therefor, Administrative Agent shall promptly notify Company Company, and Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, in Dollars for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. (i) All Term Loans, Revolving Loans and Offshore Revolving Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata SharesShares of the Revolving Loan Commitments, Australian Revolving Loan Commitments, Canadian Revolving Loan Commitments, Dutch Revolving Loan Commitments, Swiss Revolving Loan Commitments, Tranche A Term Loan Commitments, Tranche B Term Loan Commitments, Tranche C Term Loan Commitments or Tranche D Term Loan Commitments, as the case may be, it being understood that neither Administrative Agent nor any no Lender shall be responsible for any default by any other Lender in that other Lender’s obligation to make a Term Loan, a Revolving Loan or an Offshore Revolving Loan requested hereunder nor shall the amount of the Commitment of any Lender to make the particular type of Loan requested or Pro Rata Share of any 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 2.1E (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 applicable Lender for that type of Loan (other than Swing Line Lender, in the case of a Swing Line Loan) of the proposed borrowing. Each such Lender (other than Swing Line Lender) shall make the amount of its Term Loan or Revolving Loan or Offshore Revolving Loan available to Administrative Agent Agent, in Same Day Funds, at the Funding and Payment Office not later than 12:00 Noon noon (New York City time) on the applicable Funding Date. From and after the Closing Date, in same day funds in Dollars. Swing Line Lender shall make the amount of its Loan available directly to Company as provided below. Except except as provided in subsection 2.1A(iii) or subsection 3.3B 2.1B (with respect to Revolving Loans used the repayment of the Domestic Overdraft Amount), subsection 2.1D(ii) (with respect to repay Refunded Swing Line Loans or the repayment of any Offshore Overdraft Amount) and subsection 2.8D (with respect to reimburse any Issuing Lender for the amount reimbursement of a drawing amounts drawn under a Letter Letters of Credit issued by itCredit), upon the satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date) and 4.2 (in the case of all Loans)subsection 3.2, Administrative Agent or Swing Line Lender, as the case may be, shall make the proceeds of Term Loans, Revolving Loans and Offshore Revolving Loans, in each case available to the Borrower requesting such Loans available to Company on the applicable such Funding Date by causing an amount of same day funds in Dollars, Same Day Funds equal to the proceeds of all such Revolving Loans or Offshore Revolving Loans received by Administrative Agent from Lenders or to be disbursed by Swing Line Lender, as applicable, to be credited to the account designated by Company in the applicable Notice of Borrowing. Unless Administrative Agent shall have been notified by any Lender prior to a Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s Loan requested on Borrower at such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to (subject to any separate obligation to fund under the Commitment Letter), make available to Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to office of 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 Administrative Agent’s demand therefor, Administrative Agent shall promptly notify Company and Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Subject to subsection 2.1A(iv), all Term Loans and Revolving 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 's obligation to make a Loan requested hereunder nor shall the amount of the Commitment of any Lender to make the particular type Type of Loan requested or Pro Rata Share of any Lender be increased or decreased as a result of a default by any other Lender in that other Lender’s 's obligation to make a Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Borrowing pursuant to subsection 2.1A or 2.1B (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender for that type Type of Loan (other than Swing Line Lender, in the case of a Swing Line Loan) of the proposed borrowing. Each such Lender (other than Swing Line Lender) shall make the amount of its Loan available to Administrative Agent at the Funding and Payment Administrative Agent's Office not later than 12:00 Noon 2:00 P.M. (New York City time) on the applicable Funding Date, in same day funds in Dollars. Swing Line Lender shall make the amount of its Loan available directly to Company as provided below. Except as provided in subsection 2.1A(iii) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Effective Date) and 4.2 (in the case of all Loans), Administrative Agent or Swing Line Lender, as the case may be, shall make the proceeds of such Loans available to Company Borrower on the applicable Funding Date by causing an amount of same day funds in Dollars, Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders or to be disbursed by Swing Line Lender, wire-transferred to an account of Borrower as applicable, to be credited to the account designated by Company specified in the applicable Notice of Borrowing. Unless Administrative Agent shall have been notified by any Lender prior to a Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s 's Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to (subject to any separate obligation to fund under the Commitment Letter)to, make available to Company Borrower a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender 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 Administrative Agent’s 's demand therefor, Administrative Agent shall promptly notify Company Borrower, and Company Borrower shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company Borrower may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and Revolving 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 no Lender shall be responsible for any default by any other Lender in that other Lender’s '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 or Pro Rata Share of any Lender be increased or decreased as a result of a default by any other Lender in that other Lender’s 's obligation to make a Loan requested hereunder. Promptly after receipt (and in any event on the day following Administrative Agent's 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 for that type of Loan (other than or Swing Line Lender, in as the case of a Swing Line Loan) may be, of the proposed borrowing. Each such Lender (other than Swing Line Lender) shall make the amount of its Loan available to Administrative Agent at the Funding and Payment Office not later than 12:00 Noon (New York City time) on the applicable Funding Date, in same day funds in Dollars. and Swing Line Lender shall make the amount of its Swing Line Loan available directly to Company as provided belowAdministrative Agent not later than 2:00 P.M.(New York City time) on the applicable Funding Date, in each case in same day funds in Dollars, at the Funding and Payment Office. Except as provided in subsection 2.1A(iii) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date) and 4.2 (in the case of all Loans), Administrative Agent or Swing Line Lender, as the case may be, shall make the proceeds of such Loans available to Company on the applicable Funding Date by causing an amount of same day funds in Dollars, Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders or to be disbursed by Swing Line Lender, as applicable, to be credited to the account designated by Company in the applicable Notice of Borrowing. Unless Administrative Agent shall have been notified by any Lender prior to a Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to (subject to any separate obligation to fund under the Commitment Letter), make available to Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender 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 Administrative Agent’s demand therefor, Administrative Agent shall promptly notify Company and Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company may have against any Lender as a result of any default by such Lender hereunder.received

Disbursement of Funds. All Term Loans and Revolving 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 no Lender shall be responsible for any default by any other Lender in that other Lender’s '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 or Pro Rata Share of any Lender be increased or decreased as a result of a default by any other Lender in that other Lender’s '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 for that type of Loan (other than or Swing Line Lender, in as the case of a Swing Line Loan) may be, of the proposed borrowing. Each such Lender (other than Swing Line Lender) shall make the amount of its Loan available to Administrative Agent at the Funding and Payment Office not later than 12:00 Noon 1:00 P.M. (New York City time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 1:00 P.M. (New York City time) on the applicable Funding Date, in each case in same day funds in Dollars. Swing Line Lender shall make , at the amount of its Loan available directly to Company as provided belowFunding and Payment Office. Except as provided in subsection 2.1A(iii) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date) and 4.2 (in the case of all Loans), Administrative Agent or Swing Line Lender, as the case may be, shall promptly upon receipt make the proceeds of such Loans available to Company on the applicable Funding Date by causing an amount of same day funds in Dollars, Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders or to be disbursed by Swing Line Lender, as applicablethe case may be, to be credited to the account designated by of Company in at the applicable Notice of BorrowingFunding and Payment Office. Unless Administrative Agent shall have been notified by any Lender prior to a the Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s 's Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to (subject to any separate obligation to fund under the Commitment Letter)to, make available to Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender 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 Administrative Agent’s 's demand therefor, Administrative Agent shall promptly notify Company and Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and Revolving 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 no Lender shall be responsible for any default by any other Lender in that other Lender’s '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 or the Pro Rata Share of any Lender be increased or decreased as a result of a default by any other Lender in that other Lender’s '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 for that type of Loan (other than or Swing Line Lender, in as the case of a Swing Line Loan) may be, of the proposed borrowing. Each such Lender (other than Swing Line Lender) shall make the amount of its Loan available to Administrative Agent at the Funding and Payment Office not later than 12:00 Noon (New York City time) on the applicable Funding Date, in same day funds in Dollars. and Swing Line Lender shall make the amount of its Swing Line Loan available directly to Company as provided belowAdministrative Agent not later than 2:00 P.M. (New York City time) on the applicable Funding Date, in each case in same day funds in Dollars at the Funding and Payment Office. Except as provided in subsection 2.1A(iii) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date) and 4.2 (in the case of all Loans), Administrative Agent or Swing Line Lender, as the case may be, shall make the proceeds of such Loans available to Company not later than 2:30 P.M. (New York City time) on the applicable Funding Date by causing an amount of same day funds in Dollars, Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders or to be disbursed by Swing Line Lender, as applicable, to be credited to the account designated by Company in the applicable Notice of Borrowing. Unless Administrative Agent shall have been notified by any Lender prior to a Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s 's Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to (subject to any separate obligation to fund under the Commitment Letter)to, make available to Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender 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 Administrative Agent’s 's demand therefor, Administrative Agent shall promptly notify Company and Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loanson the Loan made on such Funding Date. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans, Acquisition Loans and Revolving 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 no Lender shall be responsible for any default by any other Lender in that other Lender’s '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 or Pro Rata Share of any Lender be increased or decreased as a result of a default by any other Lender in that other Lender’s '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 for that type of Loan (other than Swing Line Lender, in the case of a Swing Line Loan) of the proposed borrowing. Each such Lender (other than Swing Line Lender) shall make the amount of its Loan available to Administrative Agent at the Funding and Payment Office not later than 12:00 Noon (New York City time) on the applicable Funding Date, in same day funds in Dollars. Swing Line Lender shall make , at the amount of its Loan available directly to Company as provided belowFunding and Payment Office. Except as provided in subsection 2.1A(iii) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Effective Date) and 4.2 (in the case of all Loans), Administrative Agent or Swing Line Lender, as the case may be, shall make the proceeds of such Loans available to Company the applicable Borrower on the applicable Funding Date by causing an amount of same day funds in Dollars, Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders or to be disbursed by Swing Line Lender, as applicable, to be credited to the account designated by Company in of the applicable Notice of BorrowingBorrower at the Funding and Payment Office. Unless Administrative Agent shall have been notified by any Lender prior to a the Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s 's Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to (subject to any separate obligation to fund under the Commitment Letter)to, make available to Company the applicable Borrower a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender 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 74 Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rateplus any applicable fees charged by Administrative Agent. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent’s 's demand therefor, Administrative Agent shall promptly notify Company the applicable Borrower and Company such Borrower shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company Borrowers may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and Revolving Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood under stood that neither Administrative Agent nor any no Lender shall be responsible for any default by any other Lender in that other Lender’s '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 or Pro Rata Share of any Lender be increased or decreased as a result of a default by any other Lender in that other Lender’s '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 promptly notify each Lender for that type of Loan (other than Swing Line Lender, in the case of a Swing Line Loan) of the proposed borrowing. Each such Lender (other than Swing Line Lender) shall make the amount of its Loan available to Administrative Agent Agent, in same day funds in Dollars, at the Funding and Payment Office Office, not later than 12:00 Noon 11:00 A.M. (New York City time) on the applicable Funding Date, in same day funds in Dollars. Swing Line Lender shall make the amount of its Loan available directly to Company as provided below. Except as provided in subsection 2.1A(iii) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon Upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date) and 4.2 (in the case of all Loans), Administrative Agent or Swing Line Lender, as the case may be, shall make the proceeds of such Loans available to Company on the applicable Funding Date by causing an amount of same day funds in Dollars, Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders or to be disbursed by Swing Line Lender, as applicable, to be credited only to the account designated by of Company in at the applicable Notice of BorrowingFunding and Payment Office. Unless Administrative Agent shall have been notified by any Lender prior to a the Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s 's Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to (subject to any separate obligation to fund under the Commitment Letter)to, make available to Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender 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 Administrative Agent’s 's demand therefor, Administrative Agent shall promptly notify Company and Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments Commitment hereunder or to prejudice any rights that Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans AXELs and Revolving 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 no Lender shall be responsible for any default by any other Lender in that other Lender’s '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 or Pro Rata Share of any Lender be increased or decreased as a result of a default by any other Lender in that other Lender’s '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 for that type of Loan (other than or Swing Line Lender, in as the case of a Swing Line Loan) may be, of the proposed borrowing. Each such Lender (other than Swing Line Lender) shall make the amount of its Loan available to Administrative Agent at not later than 12:00 Noon (New York City time) on the applicable Funding Date, and Payment Office Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 12:00 Noon (New York City time) on the applicable Funding Date, in each case in same day funds in Dollars. Swing Line Lender shall make , at the amount of its Loan available directly to Company as provided belowFunding and Payment Office. Except as provided in subsection 2.1A(iii) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date) and 4.2 (in the case of all Loans), Administrative Agent or Swing Line Lender, as the case may be, shall make the proceeds of such Loans available to Company Borrower on the applicable Funding Date by causing an amount of same day funds in Dollars, Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders or to be disbursed by Swing Line Lender, as applicablethe case may be, to be credited to the account designated by Company in of Borrower at the applicable Notice of BorrowingFunding and Payment Office. Unless Administrative Agent shall have been notified by any Lender prior to a the Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s 's Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to (subject to any separate obligation to fund under the Commitment Letter)to, make available to Company Borrower a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender 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 Administrative Agent’s 's demand therefor, Administrative Agent shall promptly notify Company Borrower and Company Borrower shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company Borrower may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and Revolving 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 amount of the Commitment of any Lender to make the particular type of Loan requested or Pro Rata Share of any 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 Pro Rata Borrowing denominated in Dollars pursuant to subsection 2.1B 2.1 (or telephonic notice in lieu thereof)) and in any event on the Business Day such notice is received, Administrative Agent shall notify each Lender for that type of Loan (other than Swing Line Lender, in the case of a Swing Line Loan) of the proposed borrowingBorrowing. Promptly after receipt of a Notice of Pro Rata Borrowing denominated in an Offshore Currency pursuant to subsection 2.1 (or telephonic notice in lieu thereof) and in any event on the Business Day such notice is received, Administrative Agent shall promptly notify each Lender and the Applicable Borrower of the aggregate amount of the proposed Borrowing, Conversion or Continuation in such Offshore Currency, the aggregate Equivalent Amount of such Borrowing, Conversion or Continuation in Dollars and the applicable Spot Rate used by Administrative Agent to determine such Equivalent Amount. If any Lender notifies Administrative Agent prior to the time specified by this Agreement for setting the interest rate for an Offshore Currency Loan in a requested Offshore Currency that such Lender has used all reasonable means to fund an Offshore Currency Loan in the requested Offshore Currency and that it cannot do so, the Notice of Pro Rata Borrowing relating to such requested Offshore Currency Loan shall be deemed withdrawn. Administrative Agent shall promptly notify the Applicable Borrower of any such notice received from a Lender. Each such Lender (other than Swing Line Lender) shall make the amount of same day funds for its Pro Rata Loan available to Administrative Agent at on the Funding Date in the currency of such Pro Rata Loan (or, with the consent of Administrative Agent and Payment Office the Applicable Borrower, in each instance, the Equivalent Amount in Dollars of the applicable Offshore Currency) to Administrative Agent's Account not later than 12:00 Noon 11:00 A.M. (New York City California time) on the applicable Funding Date, in same day funds in Dollars). Swing Line Lender shall make the amount of its Loan available directly to Company as provided below. Except as provided in subsection 2.1A(iii) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon Upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 Section 3 (in the case of Loans made on the Closing Date) and 4.2 (in the case of all Loansincluding, without limitation, subsection 3.2B, if applicable), Administrative Agent or Swing Line Lender, as the case may be, shall make the proceeds of such Pro Rata Loans available to Company the Applicable Borrower on the applicable such Funding Date in like funds as received by Administrative Agent from Lenders, by causing an amount of such same day funds in Dollars, equal to the proceeds of all such Loans received by Administrative Agent from Lenders or to be disbursed by Swing Line Lender, as applicable, to be credited to the account designated of the Applicable Borrower at that office of Administrative Agent where Administrative Agent's Account is located on such Funding Date. In the case of Bid Rate Loans, upon satisfaction or waiver of the conditions precedent specified in Section 3 (including, without limitation, subsection 3.2B to the extent applicable), the applicable Lender shall make the proceeds of its Bid Rate Loan available to the Applicable Borrower on the Funding Date, by Company causing an amount of same day funds equal to the proceeds of such Loan to be credited to the account of the Applicable Borrower at that office of Administrative Agent where Administrative Agent's Account is located on such Funding Date. The acceptance by the Applicable Borrower of any proceeds of any Loan which results in an increase in the Equivalent Amount in Dollars of the Total Utilization shall be deemed to constitute a representation to the Lenders that the conditions to funding set forth herein are satisfied on and as of the applicable Notice of BorrowingFunding Date. Unless Administrative Agent shall have been notified by any Lender prior to a the Funding Date for of any Loans Pro Rata Loan that such Lender does not intend to make available to Administrative Agent the amount of such that Lender’s 's Pro Rata Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent mayAgent, in its sole discretion, may, but shall not be obligated to (subject to any separate obligation to fund under the Commitment Letter)to, make available to Company the Applicable Borrower a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lenderthat Lender on the Funding Date, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, which interest shall accrue at the customary rate set by Administrative Agent Federal Funds Rate for the correction of errors among banks for three Business Days first five days and thereafter at the Base RateRate in effect from time to time (beginning on and including the date of such borrowing). If such that Lender does not pay such corresponding amount forthwith upon Administrative Agent’s 's demand therefor, Administrative Agent shall promptly notify Company the Applicable Borrower, and Company the Applicable Borrower shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, accrued thereon at the applicable rate for each day from the Loan made on such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate LoansDate. Nothing in this subsection 2.1C 2.4 shall be deemed to relieve any Lender from its obligation to fulfill its Commitments Commitment hereunder or to prejudice any rights that Company which any Borrower may have against any Lender as a result of any default by such that Lender hereunder.

Disbursement of Funds. All Subject to subsection 2.1A(iv), all Term Loans and Revolving Loans under this Agreement shall be made by Lenders having a Commitment of that Type 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 (except as a result of a reallocation of a Defaulting Lender’s Pro Rata Share of Letter of Credit Usage and Swing Line Loans pursuant to Section 2.9D) nor shall the amount of the Commitment of any Lender to make the particular type Type of Loan requested or Pro Rata Share of any 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 (or Swing Line Lender in the case of a Swing Line Loan) of a Notice of Borrowing pursuant to subsection 2.1B (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender for that type of Loan (other than or Swing Line Lender, in as the case of a Swing Line Loan) may be, of the proposed borrowing. Each such Lender (other than Swing Line Lender) shall make the amount of its Loan available to Administrative Agent at the Funding and Payment Office not later than 12:00 Noon 2:00 P.M. (New York City time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Borrower not later than 1:00 p.m. (New York City time) on the applicable Funding Date, in each case in same day funds in Dollars. Swing Line Lender shall make the amount of its Loan available directly to Company as provided below, at Administrative Agent’s Office. Except as provided in subsection 2.1A(iii2.1A(ii) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender Bank for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date) and 4.2 (in the case of all Loans)subsection 4.2, Administrative Agent or Swing Line Lender, as the case may be, shall promptly upon receipt make the proceeds of such any Loans made on or after the RestatementFourth Amendment Effective Date available to Company Borrower on the applicable Funding Date by causing an amount of same day funds in Dollars, Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders or to be disbursed by Swing Line Lender, as applicablethe case may be, to be credited wire transferred to the account designated by Company of Borrower as specified in the applicable Notice of Borrowing. Unless Administrative Agent shall have been notified by any Lender prior to a the Funding Date for any applicable Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to (subject to any separate obligation to fund under the Commitment Letter)to, make available to Company Borrower a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender 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 Administrative Agent’s demand therefor, Administrative Agent shall promptly notify Company Borrower and Company Borrower shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans for such Type of Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company Borrower may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and Revolving 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 no Lender shall be responsible for any default by any other Lender in that other Lender’s '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 or Pro Rata Share of any Lender be increased or decreased as a result of a default by any other Lender in that other Lender’s '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 for that type of Loan (other than or Swing Line Lender, in as the case of a Swing Line Loan) may be, of the proposed borrowing. Each such Lender (other than Swing Line Lender) shall make the amount of its Loan available to Administrative Agent at the Funding and Payment Office not later than 12:00 Noon (New York City time) on the applicable Funding Date, in same day funds in Dollars. and Swing Line Lender shall make the amount of its Swing Line Loan available directly to Company as provided belowAdministrative Agent not later than 2:00 P.M.(New York City time) on the applicable Funding Date, in each case in same day funds in Dollars, at the Funding and Payment Office. Except as provided in subsection 2.1A(iii) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date) and 4.2 (in the case of all Loans), Administrative Agent or Swing Line Lender, as the case may be, shall make the proceeds of such Loans available to Company on the applicable Funding Date by causing an amount of same day funds in Dollars, Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders or to be disbursed by Swing Line Lender, as applicablethe case may be, to be credited to the account designated by of Company in at the applicable Notice of BorrowingFunding and Payment Office. Unless Administrative Agent shall have been notified by any Lender prior to a the Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s 's Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to (subject to any separate obligation to fund under the Commitment Letter)to, make available to Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender 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 Alternate Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent’s demand thereforwithin three Business Days after such amount should have been made available, Administrative Agent shall promptly notify Company and Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Alternate Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and Revolving 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 amount of the Commitment of any Lender to make the particular type of Loan requested or Pro Rata Share of any 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 for that type of Loan (other than Swing Line Lender, in the case of a Swing Line Loan) of the proposed borrowing. Each such Lender (other than Swing Line Lender) shall make the amount of its Loan available to Administrative Agent at the Funding and Payment Office not later than 12:00 Noon 2:00 P.M. (New York City time) on the applicable Funding Date, in same day funds in Dollars. Swing Line Lender shall make , at the amount of its Loan available directly to Company as provided belowFunding and Payment Office. Except as provided in subsection 2.1A(iii) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by itit and with respect to any Swing Line Loans, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Effective Date) and 4.2 (in the case of all Loans), Administrative Agent or Swing Line Lender, as the case may be, shall make the proceeds of such Loans available to Company Borrower on the applicable Funding Date by causing an amount of in same day funds in Dollars, Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders or Lenders. ; provided, however, that, with respect to the Revolving Loans made on the Effective Date, on such date the Administrative Agent shall (i) make available to the Original Administrative Agent, in its capacity as “Administrative Agent” under the Existing Credit Agreement, for the account of the Borrower, a portion of the proceeds of such Revolving Loans in an aggregate amount of $39,334,171.51 in immediately available funds, which funds shall be disbursed applied by the Original Administrative Agent in accordance with the terms of subsection 1A.1 hereof, and (ii) make available the remaining amount of such Revolving Loans, in immediately available funds, for the account of the Borrower. In the case of Swing Line LenderLoans, as applicableupon satisfaction or waiver of the conditions precedent specified in subsection 4.2, Swing Line Lender shall make the amount of its Swing Line Loan available to be credited Borrower not later than 2:00 P.M. (New York City time) on the applicable Funding Date, in same day funds in Dollars and pursuant to the account designated by Company instructions in the applicable Notice of BorrowingBorrowing for such Swing Line Loan. Unless Administrative Agent shall have been notified by any Lender prior to a Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to (subject to any separate obligation to fund under the Commitment Letter)to, make available to Company Borrower a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender 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 Administrative Agent’s demand therefor, Administrative Agent shall promptly notify Company Borrower and Company Borrower shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company Borrower may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans AXELs and Revolving 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 no Lender shall be responsible for any default by any other Lender in that other Lender’s '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 or Pro Rata Share of any Lender be increased or decreased as a result of a default by any other Lender in that other Lender’s '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 for that type of Loan (other than or Swing Line Lender, in as the case of a Swing Line Loan) may be, of the proposed borrowing. Each such Lender (other than Swing Line Lender) shall make the amount of its Loan available to Administrative Agent at not later than 12:00 Noon (New York City time) on the applicable Funding Date, and Payment Office Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 12:00 Noon (New York City time) on the applicable Funding Date, in each case in same day funds in Dollars. Swing Line Lender shall make , at the amount of its Loan available directly to Company as provided belowFunding and Payment Office. Except as provided in subsection 2.1A(iii) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the -45- conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date) and 4.2 (in the case of all Loans), Administrative Agent or Swing Line Lender, as the case may be, shall make the proceeds of such Loans available to Company Borrower on the applicable Funding Date by causing an amount of same day funds in Dollars, Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders or to be disbursed by Swing Line Lender, as applicablethe case may be, to be credited to the account designated by Company of Borrower at the Funding and Payment Office. Notwithstanding anything to the contrary contained above in the applicable Notice of Borrowingthis subsection 2.1C, all Additional Term Loans under this Agreement shall be made in Dollars and in coordination with Borrower, Lender or Lenders making such Additional Term Loans and Administrative Agent. Unless Administrative Agent shall have been notified by any Lender prior to a the Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s 's Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to (subject to any separate obligation to fund under the Commitment Letter)to, make available to Company Borrower a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender 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 Administrative Agent’s 's demand therefor, Administrative Agent shall promptly notify Company Borrower and Company Borrower shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company Borrower may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Acquisition Term Loans and Revolving 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 no Lender shall be responsible for any default by any other Lender in that other Lender’s '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 or Pro Rata Share of any Lender be increased or decreased as a result of a default by any other Lender in that other Lender’s '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 for that type of Loan (other than or Swing Line Lender, in as the case of a Swing Line Loan) may be, of the proposed borrowing. Each such Lender (other than Swing Line Lender) shall make the amount of its Loan available to Administrative Agent at the Funding and Payment Office not later than 12:00 Noon 1:00 P.M. (New York City Charlotte, NC time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 2:00 P.M.(Charlotte, NC time) on the applicable Funding Date, in each case in same day funds in Dollars. Swing Line Lender shall make , at the amount of its Loan available directly to Company as provided belowFunding and Payment Office. Except as provided in subsection 2.1A(iii) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date) and 4.2 (in the case of all Loans), Administrative Agent or Swing Line Lender, as the case may be, shall make the proceeds of such Loans available to Company on the applicable Funding Date by causing an amount of same day funds in Dollars, Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders or to be disbursed by Swing Line Lender, as applicablethe case may be, to be credited to the account designated by of Company in at the applicable Notice of BorrowingFunding and Payment Office. Unless Administrative Agent shall have been notified by any Lender prior to a the Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s 's Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to (subject to any separate obligation to fund under the Commitment Letter)to, make available to Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender 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 Administrative Agent’s 's demand therefor, Administrative Agent shall promptly notify Company and Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and Revolving 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 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 amount of the Commitment of any Lender to make the particular type Type of Loan requested or Pro Rata Share of any 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 for that type of Loan (other than Swing Line Lender, in the case of a Swing Line Loan) of the proposed borrowingborrowing (which shall be given no later than one hour after receipt thereof by the Administrative Agent). Each such Lender (other than Swing Line Lender) shall make the amount of its Loan available to Administrative Agent not later than 1:00 P.M. (New York, New York time) on the applicable Funding Date in same day funds, at the Funding and Payment Office not later than 12:00 Noon (New York City time) on the applicable Funding Date, in same day funds in Dollars. Swing Line Lender shall make the amount of its Loan available directly to Company as provided belowfor such Loans. Except as provided in subsection 2.1A(iii) or subsection 3.3B 3.1 with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender L/C Issuer for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date) and 4.2 (in the case of all Loans), Administrative Agent or Swing Line Lender, as the case may be, shall make the proceeds of such Loans available to Company Borrower on the 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 or to be disbursed by Swing Line Lender, as applicable, to be credited to the account designated by Company in of Borrower at the Funding and Payment Office for such Loans; provided, that if such conditions precedent are not satisfied or waived on the Funding Date, the Administrative Agent shall return such proceeds to the applicable Notice of BorrowingLender. Unless Administrative Agent shall have been notified by any Lender prior to a the Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to (subject to any separate obligation to fund under the Commitment Letter)to, make available to Company Borrower a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, 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 Administrative Agent’s demand therefor, Administrative Agent shall promptly notify Company Borrower, and Company Borrower shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, thereon for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company Borrower may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and all Revolving 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 no Lender shall be responsible for any default by any other Lender in that other Lender’s '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 or Pro Rata Share of any Lender be increased or decreased as a result of a default by any other Lender in that other Lender’s '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 for that type of Loan (other than or Swing Line Lender, in as the case of a Swing Line Loan) may be, of the proposed borrowingborrowing and of the amount of such Lender's Pro Rata Share of the applicable Loans. Each such Lender (other than Swing Line Lender) shall make the amount of its Loan available to Administrative Agent at the Funding and Payment Office not later than 12:00 Noon (New York City time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 12:00 Noon (New York time) on the applicable Funding Date, in each case in same day funds in Dollars. Swing Line Lender shall make funds, at the amount of its Loan available directly to Company as provided belowFunding and Payment Office. Except as provided in subsection 2.1A(iii2.1A(v) or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a an honored drawing or payment under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Additional Tranche B Term Loans made on the Closing Effective Date) and 4.2 (in the case of all Loans), Administrative Agent or Swing Line Lender, as the case may be, shall make the proceeds of such Loans available to Company on the 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 or to be disbursed by Swing Line Lender, as applicablethe case may be, to be credited to the account designated by of Company in at the applicable Notice of BorrowingFunding and Payment Office. Unless Administrative Agent shall have been notified by any Lender prior to a the Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s 's Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to (subject to any separate obligation to fund under the Commitment Letter)to, make available to Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender 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 Administrative Agent’s 's demand therefor, Administrative Agent shall promptly notify Company and Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loansapplicable to such Loan. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company may have against any Lender as a result of any default by such Lender hereunder.