Common use of Disbursement of Loans Clause in Contracts

Disbursement of Loans. Not later than 2:00 p.m. (Chicago time) on the date of any Borrowing (a "Funding Date") of LIBOR Loans or Prime Rate Loans, each Lender shall make available its Loan in funds immediately available in Chicago, Illinois, at the principal office of the Agent, except to the extent such Borrowing is either a reborrowing, in whole or in part, of the principal amount of a maturing Borrowing of Loans (a "Refunding Borrowing") or an L/C Refinancing Borrowing, in which case each Lender shall record the Loan made by it as a part of such Refunding Borrowing or L/C Refinancing Borrowing, as the case may be, on its books or records or on a schedule to the appropriate Note, as provided in Section 3.H(b) hereof, and shall effect the repayment, in whole or in part, as appropriate, of its maturing Loan or reimbursement obligation through the proceeds of such new Loan. Subject to Section 6 hereof, the Agent shall make the proceeds of each Borrowing available to the Borrowers at the Agent's principal office in Chicago, Illinois. Unless the Agent shall have been notified by a Lender (no later than 5:00 p.m. (Chicago time) on the Business Day preceding the date of a requested Borrowing of LIBOR Loans and no later than 1:00 p.m. (Chicago time) on the date of a requested Borrowing of Prime Rate Loans), that such Lender does not intend to make available to the Agent such Lender's pro rata share of Borrowings as aforesaid, the Agent may assume that such Lender has made such amount available to the Agent and the Agent, it its sole discretion, may but need not make available to the Borrowers a corresponding amount. If such corresponding amount is not in fact made available to the Agent by such Lender on or prior to a Funding Date, such Lender agrees to pay and Borrowers agree to repay the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to Borrowers until the date such amount is paid or repaid to the Agent, at (i) in the case of such Lender, the Federal Funds Rate (together with such other compensatory amounts as may be required to be paid by such Lender to the Agent pursuant to the rules for Interbank Compensation of the Council on International Banking or the Clearinghouse Compensation Committee, as the case may be, as in effect from time to time), and (ii) in the case of the Borrowers, the interest rate

Disbursement of Loans. Not later than 2:00 p.m. (Chicago time) on the proposed borrowing date of for any Borrowing Loan (a "Funding Date"including any BA Loan), (i) of LIBOR Loans or Prime Rate Loans, each Revolving Credit Lender shall will make available its Loan to the Administrative Agent, for the account of the Borrower, at the Administrative Agent’s Office in funds immediately available in Chicagoto the Administrative Agent, Illinoissuch Lender’s Revolving Credit Commitment Percentage of the Revolving Credit Loans (including any BA Loan) to be made on such borrowing date (provided that, without limiting anything to the contrary contained herein, BA Loans shall be subject to all disbursement provisions of Section 2.9); (ii) the Swingline Lender will make available to the Administrative Agent, for the account of the Borrower, at the principal office Administrative Agent’s Office in funds immediately available to the Administrative Agent, the Swingline Loans (other than a Swingline Loan made by way of overdraft) to be made on such borrowing date and (iii) the EDC Credit Lender will make available to the Administrative Agent, for the account of the Borrower, at the Administrative Agent’s office in funds immediately available to the Administrative Agent, except the EDC Credit Loan on the Eleventh Amendment Effective Date. The Borrower hereby irrevocably authorizes the Administrative Agent (or with respect to Swingline Loans made by way of overdraft, the Swingline Lender) to disburse the proceeds of each borrowing requested pursuant to this Section in immediately available funds by crediting or wiring such proceeds to the deposit account of the Borrower identified in the most recent notice substantially in the form of Exhibit C (a “Notice of Account Designation”) delivered by the Borrower to the Administrative Agent (or as may be otherwise agreed upon by the Borrower and the Administrative Agent or, with respect to Swingline Loans made by way of overdraft, the Swingline Lender) from time to time. Subject to Section 4.7 hereof, the Administrative Agent shall not be obligated to disburse the portion of the proceeds of any Loan (including any BA Loan) requested pursuant to this Section to the extent that (i) with respect to any Revolving Credit Loan (including any BA Loan), any Lender has not made available to the Administrative Agent its Revolving Credit Commitment Percentage of such Borrowing is either a reborrowing, in whole or in part, of the principal amount of a maturing Borrowing of Loans Revolving Credit Loan (a "Refunding Borrowing"including any BA Loan) or an L/C Refinancing Borrowing(ii) with respect to any Swingline Loan, in which case each the Swingline Lender has not made available to the Administrative Agent such Swingline Loan. Revolving Credit Loans to be made for the purpose of refunding Swingline Loans shall record the Loan be made by it as a part of such Refunding Borrowing or L/C Refinancing Borrowing, as the case may be, on its books or records or on a schedule to the appropriate Note, Lenders as provided in Section 3.H(b) hereof, and shall effect the repayment, in whole or in part, as appropriate, of its maturing Loan or reimbursement obligation through the proceeds of such new Loan. Subject to Section 6 hereof, the Agent shall make the proceeds of each Borrowing available to the Borrowers at the Agent's principal office in Chicago, Illinois. Unless the Agent shall have been notified by a Lender (no later than 5:00 p.m. (Chicago time) on the Business Day preceding the date of a requested Borrowing of LIBOR Loans and no later than 1:00 p.m. (Chicago time) on the date of a requested Borrowing of Prime Rate Loans2.2(b), that such Lender does not intend to make available to the Agent such Lender's pro rata share of Borrowings as aforesaid, the Agent may assume that such Lender has made such amount available to the Agent and the Agent, it its sole discretion, may but need not make available to the Borrowers a corresponding amount. If such corresponding amount is not in fact made available to the Agent by such Lender on or prior to a Funding Date, such Lender agrees to pay and Borrowers agree to repay the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to Borrowers until the date such amount is paid or repaid to the Agent, at (i) in the case of such Lender, the Federal Funds Rate (together with such other compensatory amounts as may be required to be paid by such Lender to the Agent pursuant to the rules for Interbank Compensation of the Council on International Banking or the Clearinghouse Compensation Committee, as the case may be, as in effect from time to time), and (ii) in the case of the Borrowers, the interest rate.

Disbursement of Loans. Not later than 2:00 p.m. (Chicago Charlotte time) on the date of any Borrowing proposed borrowing date, (a "Funding Date"i) of LIBOR Loans or Prime Rate Loans, each Lender shall will make available its Loan to the Administrative Agent, for the account of the Borrower, at the office of the Administrative Agent in funds immediately available in Chicagoto the Administrative Agent, Illinoisas applicable, at the principal office (A) such Lender’s Commitment Percentage of the AgentWorking Capital Loans to be made on such borrowing date, except to the extent and (B) such Borrowing is either a reborrowing, in whole or in part, Lender’s Commitment Percentage of the principal amount of a maturing Borrowing of Permitted Acquisition Loans (a "Refunding Borrowing") or an L/C Refinancing Borrowing, in which case each Lender shall record the Loan made by it as a part of such Refunding Borrowing or L/C Refinancing Borrowing, as the case may be, on its books or records or on a schedule to the appropriate Note, as provided in Section 3.H(b) hereof, and shall effect the repayment, in whole or in part, as appropriate, of its maturing Loan or reimbursement obligation through the proceeds of such new Loan. Subject to Section 6 hereof, the Agent shall make the proceeds of each Borrowing available to the Borrowers at the Agent's principal office in Chicago, Illinois. Unless the Agent shall have been notified by a Lender (no later than 5:00 p.m. (Chicago time) on the Business Day preceding the date of a requested Borrowing of LIBOR Loans and no later than 1:00 p.m. (Chicago time) on the date of a requested Borrowing of Prime Rate Loans), that such Lender does not intend to make available to the Agent such Lender's pro rata share of Borrowings as aforesaid, the Agent may assume that such Lender has made such amount available to the Agent and the Agent, it its sole discretion, may but need not make available to the Borrowers a corresponding amount. If such corresponding amount is not in fact made available to the Agent by such Lender on or prior to a Funding Date, such Lender agrees to pay and Borrowers agree to repay the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to Borrowers until the date such amount is paid or repaid to the Agent, at (i) in the case of such Lender, the Federal Funds Rate (together with such other compensatory amounts as may be required to be paid by made on such Lender to the Agent pursuant to the rules for Interbank Compensation of the Council on International Banking or the Clearinghouse Compensation Committee, as the case may be, as in effect from time to time)borrowing date, and (ii) the Swingline Lender will make available to the Administrative Agent, for the account of the Borrower, at the office of the Administrative Agent in funds immediately available to the Administrative Agent, the Swingline Loans to be made to the Borrower on such borrowing date. The Borrower hereby irrevocably authorizes the Administrative Agent to disburse the proceeds of each borrowing requested pursuant to this Section 4.01 in immediately available funds by crediting or wiring such proceeds to the deposit account of the Borrower identified in the most recent notice substantially in the form of Exhibit C hereto (a “Notice of Account Designation”) delivered by the Borrower to the Administrative Agent or such other account as may be otherwise agreed upon by the Borrower and the Administrative Agent from time to time. Subject to Section 4.12, the Administrative Agent shall not be obligated to disburse the portion of the proceeds of any Working Capital Loan, Permitted Acquisition Loan or Swingline Loan requested pursuant to this Section 4.01 to the extent that any Lender (or the Swingline Lender, in the case of Swingline Loans) has not made available to the Borrowers, Administrative Agent its applicable Commitment Percentage of such Loan. Working Capital Loans to be made for the interest ratepurpose of refunding Swingline Loans shall be made by the Lenders as provided in Section 2.02(b).

Disbursement of Loans. Not later than 2:00 p.m. (Chicago Charlotte time) on the date of any Borrowing proposed borrowing date, (a "Funding Date"i) of LIBOR Loans or Prime Rate Loans, each Lender shall will make available its Loan to the Administrative Agent, for the account of the Borrower, at the office of the Administrative Agent in funds immediately available in Chicagoto the Administrative Agent, Illinoisas applicable, (A) such Lender's Revolving Credit Commitment Percentage of the Revolving Credit Loans to be made on such borrowing date, and (B) such Lender's Acquisition Commitment Percentage of the Acquisition Loan to be made on such borrowing date and (ii) the Swingline Lender will make available to the Administrative Agent, for the account of the Borrower, at the principal office of the Administrative Agent in funds immediately available to the Administrative Agent, except the Swingline Loans to be made to the Borrower on such borrowing date. The Borrower hereby irrevocably authorizes the Administrative Agent to disburse the proceeds of each borrowing requested pursuant to this SECTION 4.1 in immediately available funds by crediting or wiring such proceeds to the deposit account of the Borrower identified in the most recent notice substantially in the form of EXHIBIT C hereto (a "NOTICE OF ACCOUNT DESIGNATION") delivered by the Borrower to the Administrative Agent or may be otherwise agreed upon by the Borrower and the Administrative Agent from time to time. Subject to SECTION 4.13, the Administrative Agent shall not be obligated to disburse the portion of the proceeds of any Revolving Credit Loan, Liquidity Loan or Acquisition Loan requested pursuant to this SECTION 4.1 to the extent such Borrowing is either a reborrowingthat any Lender has not made available to the Administrative Agent its Revolving Credit Commitment Percentage, in whole Liquidity Commitment Percentage or in part, of the principal amount of a maturing Borrowing of Loans (a "Refunding Borrowing") or an L/C Refinancing Borrowing, in which case each Lender shall record the Loan made by it as a part of such Refunding Borrowing or L/C Refinancing BorrowingAcquisition Commitment Percentage, as the case may be, on its books or records or on a schedule of such Loan. Revolving Credit Loans to be made for the appropriate Note, purpose of refunding Swingline Loans shall be made by the Lenders as provided in Section 3.H(b) hereof, and shall effect the repayment, in whole or in part, as appropriate, of its maturing Loan or reimbursement obligation through the proceeds of such new Loan. Subject to Section 6 hereof, the Agent shall make the proceeds of each Borrowing available to the Borrowers at the Agent's principal office in Chicago, Illinois. Unless the Agent shall have been notified by a Lender (no later than 5:00 p.m. (Chicago time) on the Business Day preceding the date of a requested Borrowing of LIBOR Loans and no later than 1:00 p.m. (Chicago time) on the date of a requested Borrowing of Prime Rate LoansSECTION 2.2(B), that such Lender does not intend to make available to the Agent such Lender's pro rata share of Borrowings as aforesaid, the Agent may assume that such Lender has made such amount available to the Agent and the Agent, it its sole discretion, may but need not make available to the Borrowers a corresponding amount. If such corresponding amount is not in fact made available to the Agent by such Lender on or prior to a Funding Date, such Lender agrees to pay and Borrowers agree to repay the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to Borrowers until the date such amount is paid or repaid to the Agent, at (i) in the case of such Lender, the Federal Funds Rate (together with such other compensatory amounts as may be required to be paid by such Lender to the Agent pursuant to the rules for Interbank Compensation of the Council on International Banking or the Clearinghouse Compensation Committee, as the case may be, as in effect from time to time), and (ii) in the case of the Borrowers, the interest rate.

Disbursement of Loans. Not later than 2:00 p.m. (Chicago Charlotte time) on --------------------- the date of any Borrowing proposed borrowing date, (a "Funding Date"i) of LIBOR Loans or Prime Rate Loans, each Lender shall will make available its Loan to the Administrative Agent, for the account of the Borrowers, at the office of the Administrative Agent in funds immediately available in Chicagoto the Administrative Agent, Illinoissuch Lender's Commitment Percentage of the Revolving Credit Loans to be made on such borrowing date and (ii) the Swingline Lender will make available to the Administrative Agent, for the account of the Borrowers, at the principal office of the Administrative Agent in funds immediately available to the Administrative Agent, except the Swingline Loans to be made on such borrowing date. The Borrowers hereby irrevocably authorize the Administrative Agent to disburse the proceeds of each borrowing requested pursuant to this Section 2.3 in immediately available funds by crediting or wiring such proceeds to the deposit account of the Borrowers identified in the most recent notice substantially in the form of Exhibit C --------- hereto (a "Notice of 18 Account Designation") delivered by the Company, on behalf of the Borrowers, to the Administrative Agent or may be otherwise agreed upon by the Borrowers and the Administrative Agent from time to time. Subject to Section 4.7 hereof, the Administrative Agent shall not be obligated to disburse the portion of the proceeds of any Revolving Credit Loan requested pursuant to this Section 2.3 to the extent that any Lender has not made available to the Administrative Agent its Commitment Percentage of such Borrowing is either a reborrowing, in whole or in part, Loan. Revolving Credit Loans to be made for the purpose of the principal amount of a maturing Borrowing of refunding Swingline Loans (a "Refunding Borrowing") or an L/C Refinancing Borrowing, in which case each Lender shall record the Loan be made by it as a part of such Refunding Borrowing or L/C Refinancing Borrowing, as the case may be, on its books or records or on a schedule to the appropriate Note, Lenders as provided in Section 3.H(b) hereof, and shall effect the repayment, in whole or in part, as appropriate, of its maturing Loan or reimbursement obligation through the proceeds of such new Loan. Subject to Section 6 hereof, the Agent shall make the proceeds of each Borrowing available to the Borrowers at the Agent's principal office in Chicago, Illinois. Unless the Agent shall have been notified by a Lender (no later than 5:00 p.m. (Chicago time) on the Business Day preceding the date of a requested Borrowing of LIBOR Loans and no later than 1:00 p.m. (Chicago time) on the date of a requested Borrowing of Prime Rate Loans2.2(b), that such Lender does not intend to make available to the Agent such Lender's pro rata share of Borrowings as aforesaid, the Agent may assume that such Lender has made such amount available to the Agent and the Agent, it its sole discretion, may but need not make available to the Borrowers a corresponding amount. If such corresponding amount is not in fact made available to the Agent by such Lender on or prior to a Funding Date, such Lender agrees to pay and Borrowers agree to repay the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to Borrowers until the date such amount is paid or repaid to the Agent, at (i) in the case of such Lender, the Federal Funds Rate (together with such other compensatory amounts as may be required to be paid by such Lender to the Agent pursuant to the rules for Interbank Compensation of the Council on International Banking or the Clearinghouse Compensation Committee, as the case may be, as in effect from time to time), and (ii) in the case of the Borrowers, the interest rate.

Disbursement of Loans. Not later than 2:00 p.m. (Chicago Charlotte time) on the date of any Borrowing proposed borrowing date, (a "Funding Date"i) of LIBOR Loans or Prime Rate Loans, each Lender shall will make available its Loan to the Administrative Agent, for the account of the Borrower, at the office of the Administrative Agent in funds immediately available in Chicagoto the Administrative Agent, Illinoisas applicable, (A) such Lender's Revolving Credit Commitment Percentage of the Revolving Credit Loans to be made on such borrowing date, and (B) such Lender's Acquisition Commitment Percentage of the Acquisition Loan to be made on such borrowing date and (ii) the Swingline Lender will make available to the Administrative Agent, for the account of the Borrower, at the principal office of the Administrative Agent in funds immediately available to the Administrative Agent, except the Swingline Loans to be made to the Borrower on such borrowing date. The Borrower hereby irrevocably authorizes the Administrative Agent to disburse the proceeds of each borrowing requested pursuant to this SECTION 4.1 in immediately available funds by crediting or wiring such proceeds to the deposit account of the Borrower identified in the most recent notice substantially in the form of EXHIBIT C hereto (a "NOTICE OF ACCOUNT DESIGNATION") delivered by the Borrower to the Administrative Agent or may be otherwise agreed upon by the Borrower and the Administrative Agent from time to time. Subject to SECTION 4.13, the Administrative Agent shall not be obligated to disburse the portion of the proceeds of any Revolving Credit Loan, Liquidity Loan or Acquisition Loan requested pursuant to this SECTION 4.1 to the extent such Borrowing is either a reborrowingthat any Lender has not made available to the Administrative Agent its Revolving Credit Commitment Percentage, in whole Liquidity Commitment Percentage or in part, of the principal amount of a maturing Borrowing of Loans (a "Refunding Borrowing") or an L/C Refinancing Borrowing, in which case each Lender shall record the Loan made by it as a part of such Refunding Borrowing or L/C Refinancing BorrowingAcquisition Commitment Percentage, as the case may be, on its books or records or on a schedule of such Loan. Revolving Credit Loans to be made for the appropriate Note, purpose of refunding Swingline Loans shall be made by the Lenders as provided in Section 3.H(b) hereof, and shall effect the repayment, in whole or in part, as appropriate, of its maturing Loan or reimbursement obligation through the proceeds of such new Loan. Subject to Section 6 hereof, the Agent shall make the proceeds of each Borrowing available to the Borrowers at the Agent's principal office in Chicago, Illinois. Unless the Agent shall have been notified by a Lender (no later than 5:00 p.m. (Chicago time) on the Business Day preceding the date of a requested Borrowing of LIBOR Loans and no later than 1:00 p.m. (Chicago time) on the date of a requested Borrowing of Prime Rate LoansSECTION 2.2(b), that such Lender does not intend to make available to the Agent such Lender's pro rata share of Borrowings as aforesaid, the Agent may assume that such Lender has made such amount available to the Agent and the Agent, it its sole discretion, may but need not make available to the Borrowers a corresponding amount. If such corresponding amount is not in fact made available to the Agent by such Lender on or prior to a Funding Date, such Lender agrees to pay and Borrowers agree to repay the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to Borrowers until the date such amount is paid or repaid to the Agent, at (i) in the case of such Lender, the Federal Funds Rate (together with such other compensatory amounts as may be required to be paid by such Lender to the Agent pursuant to the rules for Interbank Compensation of the Council on International Banking or the Clearinghouse Compensation Committee, as the case may be, as in effect from time to time), and (ii) in the case of the Borrowers, the interest rate.

Disbursement of Loans. Not later than 12:00 P.M. with respect to Borrowings in U.S. Dollars of Eurocurrency Loans, and 2:00 p.m. (Chicago time) P.M. with respect to Base Rate Revolving Loans, on the date of any requested advance of a new Borrowing (a "Funding Date") of LIBOR Loans or Prime Rate Loans, each Lender Lender, subject to all other provisions hereof, shall make available for the account of its applicable Lending Office its Loan comprising its portion of such Borrowing in funds immediately available for the benefit of the Administrative Agent in the applicable Administrative Agent’s Account and according to the payment instructions of the Administrative Agent. Not later than 2:00 P.M. (London time) with respect to a new Borrowing in Euros, Pounds, Australian Dollars, Canadian Dollars or any other Specified Currency, on the date of any such requested Borrowing, each Lender, subject to all other provisions hereof, shall make available its Loan portion of such Borrowing in funds immediately available in Chicago, Illinois, at for the principal office benefit of the Administrative Agent in the applicable Administrative Agent, except ’s Account and according to the extent such Borrowing is either a reborrowing, in whole or in part, payment instructions of the principal amount of a maturing Borrowing of Loans (a "Refunding Borrowing") or an L/C Refinancing Borrowing, in which case each Lender shall record the Loan made by it as a part of such Refunding Borrowing or L/C Refinancing Borrowing, as the case may be, on its books or records or on a schedule to the appropriate Note, as provided in Section 3.H(b) hereof, and shall effect the repayment, in whole or in part, as appropriate, of its maturing Loan or reimbursement obligation through the proceeds of such new LoanAdministrative Agent. Subject to Section 6 hereof, the The Administrative Agent shall promptly make the proceeds of each such Borrowing available in immediately available funds to the applicable Borrower (or as directed in writing by the Company) on such date. In the event that any Lender does not make such amounts available to the Borrowers at Administrative Agent by the Agent's principal office time prescribed above, but such amount is received later that day, such amount shall nevertheless be promptly credited to the applicable Borrower in Chicagothe manner described in the preceding sentence (and if such credit is made on the next Business Day, Illinoiswith interest on such amount to begin accruing hereunder on such next Business Day); provided that acceptance by any Borrower of any such late amount shall not be deemed a waiver by the Company of any rights it may have against such Lender. Unless the Agent No Lender shall have been notified be responsible to any Borrower for any failure by another Lender to fund its portion of a Borrowing, and no such failure by a Lender (no later than 5:00 p.m. (Chicago time) on the Business Day preceding the date shall relieve any other Lender from its obligation, if any, to fund its portion of a requested Borrowing of LIBOR Loans and no later than 1:00 p.m. (Chicago time) on the date of a requested Borrowing of Prime Rate Loans), that such Lender does not intend to make available to the Agent such Lender's pro rata share of Borrowings as aforesaid, the Agent may assume that such Lender has made such amount available to the Agent and the Agent, it its sole discretion, may but need not make available to the Borrowers a corresponding amount. If such corresponding amount is not in fact made available to the Agent by such Lender on or prior to a Funding Date, such Lender agrees to pay and Borrowers agree to repay the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to Borrowers until the date such amount is paid or repaid to the Agent, at (i) in the case of such Lender, the Federal Funds Rate (together with such other compensatory amounts as may be required to be paid by such Lender to the Agent pursuant to the rules for Interbank Compensation of the Council on International Banking or the Clearinghouse Compensation Committee, as the case may be, as in effect from time to time), and (ii) in the case of the Borrowers, the interest rateBorrowing.

Disbursement of Loans. Not later than 12:00 P.M. with respect to Borrowings in U.S. Dollars of Eurocurrency Loans, and 2:00 p.m. (Chicago time) P.M. with respect to Base Rate Revolving Loans, on the date of any requested advance of a new Borrowing (a "Funding Date") of LIBOR Loans or Prime Rate Loans, each Lender Lender, subject to all other provisions hereof, shall make available for the account of its applicable Lending Office its Loan comprising its portion of such Borrowing in funds immediately available for the benefit of the Administrative Agent in the applicable Administrative Agent’s Account and according to the payment instructions of the Administrative Agent. Not later than 2:00 P.M. (London time) with respect to a new Borrowing in Euros, Pounds, Australian Dollars, Canadian Dollars, Singapore Dollars, or Kroner, on the date of any such requested Borrowing, each Lender, subject to all other provisions hereof, shall make available its Loan portion of such Borrowing in funds immediately available in Chicago, Illinois, at for the principal office benefit of the Administrative Agent in the applicable Administrative Agent, except ’s Account and according to the extent such Borrowing is either a reborrowing, in whole or in part, payment instructions of the principal amount of a maturing Borrowing of Loans (a "Refunding Borrowing") or an L/C Refinancing Borrowing, in which case each Lender shall record the Loan made by it as a part of such Refunding Borrowing or L/C Refinancing Borrowing, as the case may be, on its books or records or on a schedule to the appropriate Note, as provided in Section 3.H(b) hereof, and shall effect the repayment, in whole or in part, as appropriate, of its maturing Loan or reimbursement obligation through the proceeds of such new LoanAdministrative Agent. Subject to Section 6 hereof, the The Administrative Agent shall promptly make the proceeds of each such Borrowing available in immediately available funds to the applicable Borrower (or as directed in writing by the Company) on such date. In the event that any Lender does not make such amounts available to the Borrowers at Administrative Agent by the Agent's principal office time prescribed above, but such amount is received later that day, such amount shall nevertheless be promptly credited to the applicable Borrower in Chicagothe manner described in the preceding sentence (and if such credit is made on the next Business Day, Illinoiswith interest on such amount to begin accruing hereunder on such next Business Day); provided that acceptance by any Borrower of any such late amount shall not be deemed a waiver by the Company of any rights it may have against such Lender. Unless the Agent No Lender shall have been notified be responsible to any Borrower for any failure by another Lender to fund its portion of a Borrowing, and no such failure by a Lender (no later than 5:00 p.m. (Chicago time) on the Business Day preceding the date shall relieve any other Lender from its obligation, if any, to fund its portion of a requested Borrowing of LIBOR Loans and no later than 1:00 p.m. (Chicago time) on the date of a requested Borrowing of Prime Rate Loans), that such Lender does not intend to make available to the Agent such Lender's pro rata share of Borrowings as aforesaid, the Agent may assume that such Lender has made such amount available to the Agent and the Agent, it its sole discretion, may but need not make available to the Borrowers a corresponding amount. If such corresponding amount is not in fact made available to the Agent by such Lender on or prior to a Funding Date, such Lender agrees to pay and Borrowers agree to repay the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to Borrowers until the date such amount is paid or repaid to the Agent, at (i) in the case of such Lender, the Federal Funds Rate (together with such other compensatory amounts as may be required to be paid by such Lender to the Agent pursuant to the rules for Interbank Compensation of the Council on International Banking or the Clearinghouse Compensation Committee, as the case may be, as in effect from time to time), and (ii) in the case of the Borrowers, the interest rateBorrowing.

Disbursement of Loans. Not later than 12:00 P.M. with respect to Borrowings in U.S. Dollars of Eurocurrency Loans, and 2:00 p.m. (Chicago time) P.M. with respect to Base Rate Revolving Loans, on the date of any requested advance of a new Borrowing (a "Funding Date") of LIBOR Loans or Prime Rate Loans, each Lender Lender, subject to all other provisions hereof, shall make available for the account of its applicable Lending Office its Loan comprising its portion of such Borrowing in funds immediately available for the benefit of the Administrative Agent in the applicable Administrative Agent’s Account and according to the payment instructions of the Administrative Agent. Not later than 2:00 P.M. (London time) with respect to a new Borrowing in Euros, Pounds, Australian Dollars, Canadian Dollars, Singapore Dollars, or Kroner, on the date of any such requested Borrowing, each Lender, subject to all other provisions hereof, shall make available its Loan portion of such Borrowing in funds immediately available in Chicago, Illinois, at for the principal office benefit of the Administrative Agent in the applicable Administrative Agent, except ’s Account and according to the extent such Borrowing is either a reborrowing, in whole or in part, payment instructions of the principal amount of a maturing Borrowing of Loans (a "Refunding Borrowing") or an L/C Refinancing Borrowing, in which case each Lender shall record the Loan made by it as a part of such Refunding Borrowing or L/C Refinancing Borrowing, as the case may be, on its books or records or on a schedule to the appropriate Note, as provided in Section 3.H(b) hereof, and shall effect the repayment, in whole or in part, as appropriate, of its maturing Loan or reimbursement obligation through the proceeds of such new LoanAdministrative Agent. Subject to Section 6 hereof, the The Administrative Agent shall make the proceeds of each such Borrowing available in immediately available funds to the Borrower (or as directed in writing by the Borrower) on such date. In the event that any Lender does not make such amounts available to the Borrowers at Administrative Agent by the Agent's principal office time prescribed above, but such amount is received later that day, such amount may be credited to the Borrower in Chicagothe manner described in the preceding sentence on the next Business Day (with interest on such amount to begin accruing hereunder on such next Business Day) provided that acceptance by the Borrower of any such late amount shall not be deemed a waiver by the Borrower of any rights it may have against such Lender. No Lender shall be responsible to the Borrower for any failure by another Lender to fund its portion of a Borrowing, Illinois. Unless the Agent shall have been notified and no such failure by a Lender (no later than 5:00 p.m. (Chicago time) on the Business Day preceding the date shall relieve any other Lender from its obligation, if any, to fund its portion of a requested Borrowing of LIBOR Loans and no later than 1:00 p.m. (Chicago time) on the date of a requested Borrowing of Prime Rate Loans), that such Lender does not intend to make available to the Agent such Lender's pro rata share of Borrowings as aforesaid, the Agent may assume that such Lender has made such amount available to the Agent and the Agent, it its sole discretion, may but need not make available to the Borrowers a corresponding amount. If such corresponding amount is not in fact made available to the Agent by such Lender on or prior to a Funding Date, such Lender agrees to pay and Borrowers agree to repay the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to Borrowers until the date such amount is paid or repaid to the Agent, at (i) in the case of such Lender, the Federal Funds Rate (together with such other compensatory amounts as may be required to be paid by such Lender to the Agent pursuant to the rules for Interbank Compensation of the Council on International Banking or the Clearinghouse Compensation Committee, as the case may be, as in effect from time to time), and (ii) in the case of the Borrowers, the interest rateBorrowing.

Disbursement of Loans. Not later than 2:00 1:00 p.m. (Chicago Charlotte time) on the date of any Borrowing (a "Funding Date") of LIBOR Loans or Prime Rate Loansproposed borrowing date, each Lender shall will make available its Loan to the Agent, for the account of the Borrower, at the office of the Agent in funds immediately available in Chicago, Illinois, at the principal office of to the Agent, except to the extent such Borrowing is either a reborrowing, in whole or in part, Lender's Revolving Credit Commitment Percentage of the principal amount of a maturing Borrowing of Revolving Credit Loans (a "Refunding Borrowing") or an L/C Refinancing Borrowing, in which case each Lender shall record to be made on such borrowing date. The Borrower hereby irrevocably authorizes the Loan made by it as a part of such Refunding Borrowing or L/C Refinancing Borrowing, as the case may be, on its books or records or on a schedule Agent to the appropriate Note, as provided in Section 3.H(b) hereof, and shall effect the repayment, in whole or in part, as appropriate, of its maturing Loan or reimbursement obligation through disburse the proceeds of each borrowing requested pursuant to this Section 2.2 in immediately available funds by crediting such new Loanproceeds to a deposit account of the Borrower maintained with the Agent or by wire transfer to such account as may be agreed upon by the Borrower and the Agent from time to time which account must be specified on the most recent Notice of Account Designation delivered to the Agent. Subject to Section 6 hereofthe terms of the next paragraph, the Agent shall make the proceeds not be obligated to disburse a Lender's ratable portion of each Borrowing any Revolving Credit Loans requested pursuant to this Section 2.2 until such Lender shall have made available to the Borrowers at the Agent's principal office in Chicago, IllinoisAgent its ratable portion of such Revolving Credit Loans. Unless the Agent shall have been notified by received written notice from a Lender (no later than 5:00 prior to 1:00 p.m. (Chicago Charlotte time) on the Business Day preceding the a proposed borrowing date of a requested Borrowing of LIBOR with respect to Revolving Credit Loans and no later than 1:00 p.m. (Chicago time) on the date of a requested Borrowing of Prime Rate Loans), that such Lender does will not intend to make available to the Agent such Lender's pro rata share ratable portion of Borrowings as aforesaidthe amount to be borrowed on such date (which notice shall not release such Lender of its obligations hereunder), the Agent may assume that such Lender has made such amount portion available to the Agent in immediately available funds on the proposed borrowing date as provided above, and the AgentAgent may, it its sole discretionin reliance upon such assumption, may but need shall not be obligated to, make available to the Borrowers Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have made such portion available to the Agent, and the Agent shall have made such corresponding amount is not in fact made available to the Agent by such Lender on or prior to a Funding DateBorrower, such Lender agrees Lender, on the one hand, and the Borrower, on the other, severally agree to pay and Borrowers agree to repay the Agent forthwith on demand such corresponding amount amount, together with interest thereon, thereon for each day from the date such amount is made available to Borrowers the Borrower until the date such amount is paid or repaid to the Agent, at (i) in the case of such Lender, at the Federal Funds Rate (together with such other compensatory amounts as may be required to be paid by such Lender to the Agent pursuant to the rules for Interbank Compensation of the Council on International Banking or the Clearinghouse Compensation Committee, as the case may be, as in effect from time to time)Rate, and (ii) in the case of the BorrowersBorrower, at the rate of interest rateapplicable at such time to the Revolving Credit Loans comprising such borrowing. If such Lender shall pay to the Agent such corresponding amount, such amount shall constitute such Lender's Revolving Credit Loan as part of such borrowing for purposes of this Agreement. The obligations of the Lenders under this Agreement to make the Revolving Credit Loans are several and are not joint and several. The failure of any Lender to make its ratable portion of any Revolving Credit Loan available shall not relieve it or any other Lender of its obligation, if any, hereunder to make its ratable portion of such Revolving Credit Loan available on the applicable borrowing date, but no Lender shall be responsible for the failure of any other Lender to make its ratable portion of such Revolving Credit Loan available on the borrowing date.

Disbursement of Loans. Not later than 2:00 p.m. (Chicago time) on As and when required under the date Escrow Agreement and subject to all other provisions of any Borrowing (a "Funding Date") of LIBOR Loans or Prime Rate Loansthe Escrow Agreement, each Lender shall make available its Loan in funds immediately available in Chicago, Illinois, at for the principal office of the Agent, except to the extent such Borrowing is either a reborrowing, in whole or in part, of the principal amount of a maturing Borrowing of Loans (a "Refunding Borrowing") or an L/C Refinancing Borrowing, in which case each Lender shall record the Loan made by it as a part of such Refunding Borrowing or L/C Refinancing Borrowing, as the case may be, on its books or records or on a schedule to the appropriate Note, as provided in Section 3.H(b) hereof, and shall effect the repayment, in whole or in part, as appropriate, account of its maturing Loan or reimbursement obligation through applicable Lending Office the proceeds of such new Loan. Subject to Section 6 hereof, the Agent shall make the proceeds of each Borrowing available to the Borrowers at the Agent's principal office in Chicago, Illinois. Unless the Agent shall have been notified by a Lender (no later than 5:00 p.m. (Chicago time) on the Business Day preceding the date of a requested Borrowing of LIBOR Loans and no later than 1:00 p.m. (Chicago time) on the date of a requested Borrowing of Prime Rate Loans), that such Lender does not intend to make available to the Agent such Lender's pro rata share of Borrowings as aforesaid, the Agent may assume that such Lender has made such amount available to the Agent and the Agent, it its sole discretion, may but need not make available to the Borrowers a corresponding amount. If such corresponding amount is not in fact made available to the Agent by such Lender on or prior to a Funding Date, such Lender agrees to pay and Borrowers agree to repay the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to Borrowers until the date such amount is paid or repaid to the Agent, at (i) in the case of such Lender, the Federal Funds Rate (together with such other compensatory amounts as may be required to be paid delivered by such Lender to the Escrow Account maintained with the Escrow Agent pursuant on the Escrow Funding Date according to the rules for Interbank Compensation instructions of the Council Administrative Agent delivered in accordance with Section 2(a) of the Escrow Agreement. On the date that the funding of the amounts on International Banking deposit in the Escrow Account are released from the Escrow Account to or for the benefit of the Borrower in accordance with the Escrow Agreement, each Lender shall be deemed to have made as of such date (which date shall be the Closing Date) for the account of its applicable Lending Office its Loan, which Loan shall be in an aggregate principal amount equal to such Lender’s Percentage of the aggregate amount made available to or for the benefit of the Borrower on the Escrow Funding Date in accordance with the Escrow Agreement. In the event that any Lender does not make such amounts available to the Escrow Agent by the time prescribed in the Escrow Agreement on the Escrow Funding Date, but such amount is received later that day, such amount may be credited to the Escrow Account in the manner described in the first sentence of this Section 2.5(a) on the next Business Day (with interest on such amount to begin accruing hereunder on such next Business Day) provided that acceptance by the Escrow Agent or the Clearinghouse Compensation Committee, as Borrower of any such late amount shall not be deemed a waiver by the case Borrower of any rights it may be, as in effect from time have against such Lender. No Lender shall be responsible to time)the Escrow Agent or the Borrower for any failure by another Lender to fund its portion of the amounts to be funded to the Escrow Account under the Escrow Agreement or of a Borrowing, and (ii) in the case no such failure by a Lender shall relieve any other Lender from its obligation, if any, to fund its portion of the Borrowers, amounts to be funded to the interest rateEscrow Account under the Escrow Agreement or of a Borrowing.

Disbursement of Loans. Not later than 12:00 P.M. with respect to Borrowings in U.S. Dollars of Eurocurrency Loans, and 2:00 p.m. (Chicago time) P.M. with respect to Base Rate Revolving Loans, on the date of any requested advance of a new Borrowing (a "Funding Date") of LIBOR Loans or Prime Rate Loans, each Lender Lender, subject to all other provisions hereof, shall make available for the account of its applicable Lending Office its Loan comprising its portion of such Borrowing in funds immediately available for the benefit of the Administrative Agent in the applicable Administrative Agent’s Account and according to the payment instructions of the Administrative Agent. Not later than 2:00 P.M. (London time) with respect to a new Borrowing in Euros, Pounds, Australian Dollars, Canadian Dollars, Singapore Dollars or Kroner, on the date of any such requested Borrowing, each Lender, subject to all other provisions hereof, shall make available its Loan portion of such Borrowing in funds immediately available in Chicago, Illinois, at for the principal office benefit of the Administrative Agent in the applicable Administrative Agent, except ’s Account and according to the extent such Borrowing is either a reborrowing, in whole or in part, payment instructions of the principal amount of a maturing Borrowing of Loans (a "Refunding Borrowing") or an L/C Refinancing Borrowing, in which case each Lender shall record the Loan made by it as a part of such Refunding Borrowing or L/C Refinancing Borrowing, as the case may be, on its books or records or on a schedule to the appropriate Note, as provided in Section 3.H(b) hereof, and shall effect the repayment, in whole or in part, as appropriate, of its maturing Loan or reimbursement obligation through the proceeds of such new LoanAdministrative Agent. Subject to Section 6 hereof, the The Administrative Agent shall promptly make the proceeds of each such Borrowing available in immediately available funds to the applicable Borrower (or as directed in writing by the Company) on such date. In the event that any Lender does not make such amounts available to the Borrowers at Administrative Agent by the Agent's principal office time prescribed above, but such amount is received later that day, such amount shall nevertheless be promptly credited to the applicable Borrower in Chicagothe manner described in the preceding sentence (and if such credit is made on the next Business Day, Illinoiswith interest on such amount to begin accruing hereunder on such next Business Day); provided that acceptance by any Borrower of any such late amount shall not be deemed a waiver by the Company of any rights it may have against such Lender. Unless the Agent No Lender shall have been notified be responsible to any Borrower for any failure by another [Revolving Credit Agreement] Lender to fund its portion of a Borrowing, and no such failure by a Lender (no later than 5:00 p.m. (Chicago time) on the Business Day preceding the date shall relieve any other Lender from its obligation, if any, to fund its portion of a requested Borrowing of LIBOR Loans and no later than 1:00 p.m. (Chicago time) on the date of a requested Borrowing of Prime Rate Loans), that such Lender does not intend to make available to the Agent such Lender's pro rata share of Borrowings as aforesaid, the Agent may assume that such Lender has made such amount available to the Agent and the Agent, it its sole discretion, may but need not make available to the Borrowers a corresponding amount. If such corresponding amount is not in fact made available to the Agent by such Lender on or prior to a Funding Date, such Lender agrees to pay and Borrowers agree to repay the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to Borrowers until the date such amount is paid or repaid to the Agent, at (i) in the case of such Lender, the Federal Funds Rate (together with such other compensatory amounts as may be required to be paid by such Lender to the Agent pursuant to the rules for Interbank Compensation of the Council on International Banking or the Clearinghouse Compensation Committee, as the case may be, as in effect from time to time), and (ii) in the case of the Borrowers, the interest rateBorrowing.

Disbursement of Loans. Not later than 2:00 p.m. (Chicago Charlotte --------------------- time) on the date of any Borrowing proposed borrowing date, (a "Funding Date"i) of LIBOR Loans or Prime Rate Loans, each Lender shall will make available its Loan to the Administrative Agent, for the account of the Borrower, at the office of the Administrative Agent in funds immediately available in Chicagoto the Administrative Agent, Illinoisas applicable, (A) such Lender's Commitment Percentage of the Working Capital Loans to be made on such borrowing date, and (B) such Lender's Commitment Percentage of the Acquisition Loans to be made on such borrowing date and (ii) the Swingline Lender will make available to the Administrative Agent, for the account of the Borrower, at the principal office of the Administrative Agent in funds immediately available to the Administrative Agent, except the Swingline Loans to be made to the Borrower on such borrowing date. The Borrower hereby irrevocably authorizes the Administrative Agent to disburse the proceeds of each borrowing requested pursuant to this Section 4.01 in immediately available funds by ------------ crediting or wiring such proceeds to the deposit account of the Borrower identified in the most recent notice substantially in the form of Exhibit C --------- hereto (a "Notice of Account Designation") delivered by the Borrower to the Administrative Agent or such other account as may be otherwise agreed upon by the Borrower and the Administrative Agent from time to time. Subject to Section ------- 4.12, the Administrative Agent shall not be obligated to disburse the portion of ---- the proceeds of any Working Capital Loan, the Acquisition Loan or Swingline Loan requested pursuant to this Section 4.01 to the extent such Borrowing is either a reborrowingthat any Lender (or the ------------ Swingline Lender, in whole or in part, the case of Swingline Loans) has not made available to the principal amount Administrative Agent its applicable Commitment Percentage of a maturing Borrowing such Loan. Working Capital Loans to be made for the purpose of refunding Swingline Loans (a "Refunding Borrowing") or an L/C Refinancing Borrowing, in which case each Lender shall record the Loan be made by it as a part of such Refunding Borrowing or L/C Refinancing Borrowing, as the case may be, on its books or records or on a schedule to the appropriate Note, Lenders as provided in Section 3.H(b) hereof, and shall effect the repayment, in whole or in part, as appropriate, of its maturing Loan or reimbursement obligation through the proceeds of such new Loan2.02(b). Subject to Section 6 hereof, the Agent shall make the proceeds of each Borrowing available to the Borrowers at the Agent's principal office in Chicago, Illinois. Unless the Agent shall have been notified by a Lender (no later than 5:00 p.m. (Chicago time) on the Business Day preceding the date of a requested Borrowing of LIBOR Loans and no later than 1:00 p.m. (Chicago time) on the date of a requested Borrowing of Prime Rate Loans), that such Lender does not intend to make available to the Agent such Lender's pro rata share of Borrowings as aforesaid, the Agent may assume that such Lender has made such amount available to the Agent and the Agent, it its sole discretion, may but need not make available to the Borrowers a corresponding amount. If such corresponding amount is not in fact made available to the Agent by such Lender on or prior to a Funding Date, such Lender agrees to pay and Borrowers agree to repay the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to Borrowers until the date such amount is paid or repaid to the Agent, at (i) in the case of such Lender, the Federal Funds Rate (together with such other compensatory amounts as may be required to be paid by such Lender to the Agent pursuant to the rules for Interbank Compensation of the Council on International Banking or the Clearinghouse Compensation Committee, as the case may be, as in effect from time to time), and (ii) in the case of the Borrowers, the interest rate---------------

Disbursement of Loans. Not Upon receiving any Request for Loan under Section 2.5 hereof or upon Agent's or Canadian Swingline Lender's exercise of its discretion to have their respective Swing Loans refunded by the Banks with Revolving Loans pursuant to Section 2.13 hereof, Agent shall promptly notify each Bank by wire, telex or by telephone, including facsimile transmission (confirmed by wire or telex) of the date for such Advance, its Applicable Interest Rate and the amount and currency of the Advance to be made by said Bank pursuant to its Percentage of the relevant Loan. Each Bank shall, not later than 2:00 p.m. (Chicago Detroit time) on the date of any Borrowing (a "Funding Date") of LIBOR Loans or Prime Rate Loanssuch Advance, each Lender shall make available the amount of its Loan Percentage of the Advance in funds immediately available funds in Chicago, Illinoisthe currency of the Advance to Agent, at the principal office of Agent located at 500 Xxxxxxxx Xxxxxx, Detroit, Michigan. Subject to submission of an executed Request for Loan without exceptions noted in the Agentcompliance certification therein, except to Agent shall: (i) in the extent such Borrowing is either a reborrowing, in whole or in part, of the principal amount case of a maturing Borrowing of Loans (a "Refunding Borrowing") or an L/C Refinancing Borrowing, in which case each Lender shall record the Revolving Loan made by it as for the purpose of refunding a part of such Refunding Borrowing or L/C Refinancing BorrowingSwing Loan, as the case may be, on its books or records or on a schedule to the appropriate Note, as provided in Section 3.H(b) hereof, and shall effect the repayment, in whole or in part, as appropriate, of its maturing Loan or reimbursement obligation through apply the proceeds of the Advance toward payment of the relevant Swing Loan, and (ii) in each other case make available to Borrower, not later than 4:00 p.m. (Detroit time) on such new Loan. Subject to Section 6 hereofdate, the aggregate of the amounts so received by it in like funds by credit to an account of Borrower, maintained with Agent shall make the proceeds of each Borrowing available or to the Borrowers at the Agent's principal office in Chicago, Illinoissuch other account or third party as Borrower may direct. Unless the Agent shall have been notified by a Lender (no later than 5:00 p.m. (Chicago time) on any Bank prior to the Business Day preceding the date funding of a requested Borrowing of LIBOR Loans and no later than 1:00 p.m. (Chicago time) on the date of a requested Borrowing of Prime Rate Loans), any proposed Advance that such Lender Bank does not intend to make available to its Percentage of the Agent such Lender's pro rata share of Borrowings as aforesaidAdvance available, the Agent may assume that such Lender Bank has made such amount available to the Agent on such date and the Agentmay, it its sole discretionin reliance upon such assumption, may but need not make available to the Borrowers Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Agent by such Lender Bank, Agent shall be entitled to recover such amount on or prior to a Funding Datedemand from such Bank. If such Bank does not pay such amount forthwith upon Agent's demand therefor, such Lender agrees to pay and Borrowers agree to repay the Agent forthwith shall promptly notify Borrower and Borrower shall repay such amount to Agent. Agent shall also be entitled to recover from such Bank or Borrower interest on demand such corresponding amount together with interest thereon, for in respect of each day from the date such amount is was made available by Agent to Borrowers until the date such amount is paid or repaid to the recovered by Agent, at (i) a rate per annum equal to the Applicable Interest Rate, in the case of such Lender, Borrower and the Federal Funds Effective Rate (together with such other compensatory amounts as may be required to be paid by such Lender to the Agent pursuant to the rules for Interbank Compensation of the Council on International Banking or the Clearinghouse Compensation Committee, as the case may be, as in effect from time to time), and (ii) in the case of a Bank. The obligation of any Bank to make any Advance shall not be affected by the Borrowersfailure of any other Bank to make any Advance and no Bank shall have any liability to Borrower, the interest rateAgent, or any other Bank for another Bank's failure to make any Advance hereunder.

Disbursement of Loans. Not later than 2:00 p.m. (Chicago Charlotte time) on --------------------- the date of any Borrowing proposed borrowing date, (a "Funding Date"i) of LIBOR Loans or Prime Rate Loans, each Lender shall will make available its Loan to the Administrative Agent, for the account of the Borrower, at the office of the Administrative Agent in funds immediately available in Chicago, Illinois, at to the principal office of the Administrative Agent, except to the extent such Borrowing is either a reborrowingas applicable, in whole or in part, of the principal amount of a maturing Borrowing of Loans (a "Refunding Borrowing"A) or an L/C Refinancing Borrowing, in which case each Lender shall record the Loan made by it as a part of such Refunding Borrowing or L/C Refinancing Borrowing, as the case may be, on its books or records or on a schedule to the appropriate Note, as provided in Section 3.H(b) hereof, and shall effect the repayment, in whole or in part, as appropriate, of its maturing Loan or reimbursement obligation through the proceeds of such new Loan. Subject to Section 6 hereof, the Agent shall make the proceeds of each Borrowing available to the Borrowers at the Agent's principal office in Chicago, Illinois. Unless the Agent shall have been notified by a Lender (no later than 5:00 p.m. (Chicago time) on the Business Day preceding the date of a requested Borrowing of LIBOR Loans and no later than 1:00 p.m. (Chicago time) on the date of a requested Borrowing of Prime Rate Loans), that such Lender does not intend to make available to the Agent such Lender's pro rata share Commitment Percentage of Borrowings as aforesaidthe Working Capital Loans to be made on such borrowing date, the Agent may assume that such Lender has made such amount available to the Agent and the Agent, it its sole discretion, may but need not make available to the Borrowers a corresponding amount. If such corresponding amount is not in fact made available to the Agent by such Lender on or prior to a Funding Date, such Lender agrees to pay and Borrowers agree to repay the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to Borrowers until the date such amount is paid or repaid to the Agent, at (iB) in the case of such Lender, 's Commitment Percentage of the Federal Funds Rate (together with such other compensatory amounts as may be required Permitted Acquisition Loans to be paid by made on such Lender to the Agent pursuant to the rules for Interbank Compensation borrowing date, and (C) such Lender's Commitment Percentage of the Council IPC Acquisition Loan to be made on International Banking or the Clearinghouse Compensation Committee, as the case may be, as in effect from time to time)such borrowing date, and (ii) the Swingline Lender will make available to the Administrative Agent, for the account of the Borrower, at the office of the Administrative Agent in funds immediately available to the Administrative Agent, the Swingline Loans to be made to the Borrower on such borrowing date. The Borrower hereby irrevocably authorizes the Administrative Agent to disburse the proceeds of each borrowing requested pursuant to this Section 4.01 in ------------ immediately available funds by crediting or wiring such proceeds to the deposit account of the Borrower identified in the most recent notice substantially in the form of Exhibit C hereto (a "Notice of Account Designation") delivered by --------- the Borrower to the Administrative Agent or such other account as may be otherwise agreed upon by the Borrower and the Administrative Agent from time to time. Subject to Section 4.12, the Administrative Agent shall not be obligated ------------ to disburse the portion of the proceeds of any Working Capital Loan, Permitted Acquisition Loan, IPC Acquisition Loan or Swingline Loan requested pursuant to this Section 4.01 to the extent that any Lender (or the Swingline Lender, in the ------------ case of Swingline Loans) has not made available to the Borrowers, Administrative Agent its applicable Commitment Percentage of such Loan. Working Capital Loans to be made for the interest ratepurpose of refunding Swingline Loans shall be made by the Lenders as provided in Section 2.02(b). ---------------

Disbursement of Loans. Not later than 2:00 1:00 p.m. (Chicago Charlotte time) on the date of any Borrowing (a "Funding Date") of LIBOR Loans or Prime Rate Loansproposed borrowing date, each Lender shall will make available its Loan to the Agent, for the account of the Borrower, at the office of the Agent in funds immediately available in Chicago, Illinois, at the principal office of to the Agent, except to the extent such Borrowing is either a reborrowing, in whole or in part, Lender's Revolving Credit Commitment Percentage of the principal amount of a maturing Borrowing of Revolving Credit Loans (a "Refunding Borrowing") or an L/C Refinancing Borrowing, in which case each Lender shall record to be made on such borrowing date. The Borrower hereby irrevocably authorizes the Loan made by it as a part of such Refunding Borrowing or L/C Refinancing Borrowing, as the case may be, on its books or records or on a schedule Agent to the appropriate Note, as provided in Section 3.H(b) hereof, and shall effect the repayment, in whole or in part, as appropriate, of its maturing Loan or reimbursement obligation through disburse the proceeds of each borrowing requested pursuant to this Section 2.2 in immediately available funds by crediting such new Loanproceeds to a deposit account of the Borrower maintained with the Agent or by wire transfer to such account as may be agreed upon by the Borrower and the Agent from time to time which account must be specified on the most recent Notice of Account Designation delivered to the Agent. Subject to Section 6 hereofthe terms of the next paragraph, the Agent shall make the proceeds not be obligated to disburse a Lender's ratable portion of each Borrowing any Revolving Credit Loans requested pursuant to this Section 2.2 until such Lender shall have made available to the Borrowers at the Agent's principal office in Chicago, IllinoisAgent its ratable portion of such Revolving Credit Loans. Unless the Agent shall have been notified by received written notice from a Lender (no later than 5:00 prior to 1:00 p.m. (Chicago Charlotte time) on the Business Day preceding the a proposed borrowing date of a requested Borrowing of LIBOR with respect to Revolving Credit Loans and no later than 1:00 p.m. (Chicago time) on the date of a requested Borrowing of Prime Rate Loans), that such Lender does will not intend to make available to the Agent such Lender's pro rata share ratable portion of Borrowings as aforesaidthe amount to be borrowed on such date (which notice shall not release such Lender of its obligations hereunder), the Agent may assume that such Lender has made such amount portion available to the Agent in immediately available funds on the proposed borrowing date as provided above, and the AgentAgent may, it its sole discretionin reliance upon such assumption, may but need shall not be obligated to, make available to the Borrowers Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have made such portion available to the Agent, and the Agent shall have made such corresponding amount is not in fact made available to the Agent by such Lender on or prior to a Funding DateBorrower, such Lender agrees Lender, on the one hand, and the Borrower, on the other, severally agree to pay and Borrowers agree to repay the Agent forthwith on demand such corresponding amount amount, together with interest thereon, thereon for each day from the date such amount is made available to Borrowers the Borrower until the date such amount is paid or repaid to the Agent, at (i) in the case of such Lender, at the Federal Funds Rate (together with such other compensatory amounts as may be required to be paid by such Lender to the Agent pursuant to the rules for Interbank Compensation of the Council on International Banking or the Clearinghouse Compensation Committee, as the case may be, as in effect from time to time)Rate, and (ii) in the case of the BorrowersBorrower, at the rate of interest rateapplicable at such time to the Revolving Credit Loans comprising such borrowing. If such Lender shall pay to the Agent such corresponding amount, such amount shall constitute such Lender's Revolving Credit Loan as part of such borrowing for purposes of this Agreement. The obligations of the Lenders under this Agreement to make the Loans are several and are not joint and several. The failure of any Lender to make its ratable portion of any Loan available shall not relieve it or any other Lender of its obligation, if any, hereunder to make its ratable portion of such Loan available on the applicable borrowing date, but no Lender shall be responsible for the failure of any other Lender to make its ratable portion of such Loan available on the borrowing date.

Disbursement of Loans. Not later than 2:00 p.m. (Chicago Charlotte time) on the date of any Borrowing proposed borrowing date, (a "Funding Date"i) of LIBOR Loans or Prime Rate Loans, each Lender shall will make available its Loan to the Administrative Agent, for the account of the Borrower, at the office of the Administrative Agent in funds immediately available in Chicagoto the Administrative Agent, Illinoisas applicable, (A) such Lender's Revolving Credit Commitment Percentage of the Revolving Credit Loans to be made on such borrowing date, and (B) such Lender's Acquisition Commitment Percentage of the Acquisition Loan to be made on such borrowing date and (ii) the Swingline Lender will make available to the Administrative Agent, for the account of the Borrower, at the principal office of the Administrative Agent in funds immediately available to the Administrative Agent, except the Swingline Loans to be made to the Borrower on such borrowing date. The Borrower hereby irrevocably authorizes the Administrative Agent to disburse the proceeds of each borrowing requested pursuant to this SECTION 4.1 in immediately available funds by crediting or wiring such proceeds to the deposit account of the Borrower identified in the most recent notice substantially in the form of EXHIBIT C hereto (a "NOTICE OF ACCOUNT DESIGNATION") delivered by the Borrower to the Administrative Agent or may be otherwise agreed upon by the Borrower and the Administrative Agent from time to time. Subject to SECTION 4.13, the Administrative Agent shall not be obligated to disburse the portion of the proceeds of any Revolving Credit Loan or Acquisition Loan requested pursuant to this SECTION 4.1 to the extent such Borrowing is either a reborrowing, in whole that any Lender has not made available to the Administrative Agent its Revolving Credit Commitment Percentage or in part, of the principal amount of a maturing Borrowing of Loans (a "Refunding Borrowing") or an L/C Refinancing Borrowing, in which case each Lender shall record the Loan made by it as a part of such Refunding Borrowing or L/C Refinancing BorrowingAcquisition Commitment Percentage, as the case may be, on its books or records or on a schedule of such Loan. Revolving Credit Loans to be made for the appropriate Note, purpose of refunding Swingline Loans shall be made by the Lenders as provided in Section 3.H(b) hereof, and shall effect the repayment, in whole or in part, as appropriate, of its maturing Loan or reimbursement obligation through the proceeds of such new Loan. Subject to Section 6 hereof, the Agent shall make the proceeds of each Borrowing available to the Borrowers at the Agent's principal office in Chicago, Illinois. Unless the Agent shall have been notified by a Lender (no later than 5:00 p.m. (Chicago time) on the Business Day preceding the date of a requested Borrowing of LIBOR Loans and no later than 1:00 p.m. (Chicago time) on the date of a requested Borrowing of Prime Rate LoansSECTION 2.2(B), that such Lender does not intend to make available to the Agent such Lender's pro rata share of Borrowings as aforesaid, the Agent may assume that such Lender has made such amount available to the Agent and the Agent, it its sole discretion, may but need not make available to the Borrowers a corresponding amount. If such corresponding amount is not in fact made available to the Agent by such Lender on or prior to a Funding Date, such Lender agrees to pay and Borrowers agree to repay the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to Borrowers until the date such amount is paid or repaid to the Agent, at (i) in the case of such Lender, the Federal Funds Rate (together with such other compensatory amounts as may be required to be paid by such Lender to the Agent pursuant to the rules for Interbank Compensation of the Council on International Banking or the Clearinghouse Compensation Committee, as the case may be, as in effect from time to time), and (ii) in the case of the Borrowers, the interest rate.

Disbursement of Loans. Not Upon receiving any Request for Loan under Section 2.8 hereof or upon Agent's or Canadian Swingline Lender's exercise of its discretion to have their respective Swing Loans refunded by the Banks with Revolving Loans pursuant to Section 2.14 hereof, Agent shall promptly notify each Bank by wire, telex or by telephone, including facsimile transmission (confirmed by wire or telex) of the date for such Advance, and the amount and currency of the Advance to be made by said Bank pursuant to its Percentage of the relevant Loan. Each Bank shall, not later than 2:00 p.m. (Chicago Detroit time) on the date of any Borrowing (a "Funding Date") of LIBOR Loans or Prime Rate Loanssuch Advance, each Lender shall make available the amount of its Loan Percentage of the Advance in funds immediately available funds in Chicago, Illinoisthe currency of the Advance to Agent, at the principal office of Agent located at 500 Xxxxxxxx Xxxxxx, Detroit, Michigan. Subject to submission of an executed Request for Loan without exceptions noted in the Agentcompliance certification therein, except to Agent shall: (i) in the extent such Borrowing is either a reborrowing, in whole or in part, of the principal amount case of a maturing Borrowing of Loans (a "Refunding Borrowing") or an L/C Refinancing Borrowing, in which case each Lender shall record the Revolving Loan made by it as for the purpose of refunding a part of such Refunding Borrowing or L/C Refinancing BorrowingSwing Loan, as the case may be, on its books or records or on a schedule to the appropriate Note, as provided in Section 3.H(b) hereof, and shall effect the repayment, in whole or in part, as appropriate, of its maturing Loan or reimbursement obligation through apply the proceeds of the Advance toward payment of the relevant Swing Loan, and (ii) in each other case make available to Borrower, not later than 4:00 p.m. (Detroit time) on such new Loan. Subject to Section 6 hereofdate, the aggregate of the amounts so received by it in like funds by credit to an account of Borrower, maintained with Agent shall make the proceeds of each Borrowing available or to the Borrowers at the Agent's principal office in Chicago, Illinoissuch other account or third party as Borrower may direct. Unless the Agent shall have been notified by a Lender (no later than 5:00 p.m. (Chicago time) on any Bank prior to the Business Day preceding the date funding of a requested Borrowing of LIBOR Loans and no later than 1:00 p.m. (Chicago time) on the date of a requested Borrowing of Prime Rate Loans), any proposed Advance that such Lender Bank does not intend to make available to its Percentage of the Agent such Lender's pro rata share of Borrowings as aforesaidAdvance available, the Agent may assume that such Lender Bank has made such amount available to the Agent on such date and the Agentmay, it its sole discretionin reliance upon such assumption, may but need not make available to the Borrowers Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Agent by such Lender Bank, Agent shall be entitled to recover such amount on or prior to a Funding Datedemand from such Bank. If such Bank does not pay such amount forthwith upon Agent's demand therefor, such Lender agrees to pay and Borrowers agree to repay the Agent forthwith shall promptly notify Borrower and Borrower shall repay such amount to Agent. Agent shall also be entitled to recover from such Bank or Borrower interest on demand such corresponding amount together with interest thereon, for in respect of each day from the date such amount is was made available by Agent to Borrowers until the date such amount is paid or repaid to the recovered by Agent, at (i) a rate per annum equal to the Applicable Interest Rate, in the case of such Lender, Borrower and the Federal Funds Effective Rate (together with such other compensatory amounts as may be required to be paid by such Lender to the Agent pursuant to the rules for Interbank Compensation of the Council on International Banking or the Clearinghouse Compensation Committee, as the case may be, as in effect from time to time), and (ii) in the case of a Bank. The obligation of any Bank to make any Advance shall not be affected by the Borrowersfailure of any other Bank to make any Advance and no Bank shall have any liability to Borrower, the interest rateAgent, or any other Bank for another Bank's failure to make any Advance hereunder.

Disbursement of Loans. Not later than 2:00 p.m. 12:00 noon (Chicago time) on the date of any Borrowing (a "Funding DateFUNDING DATE") of LIBOR Loans or Prime Rate Loans, each Lender shall make available its Loan in funds immediately available in Chicago, Illinois, Illinois at the principal office of the Agent, except to the extent such Borrowing is either a reborrowing, in whole or in part, of the principal amount of a maturing Borrowing of Loans (a "Refunding BorrowingREFUNDING BORROWING") or an L/C Refinancing Borrowing, in which case each Lender shall record the Loan made by it as a part of such Refunding Borrowing or L/C Refinancing Borrowing, as the case may be, on its books or records or on a schedule to the appropriate Note, as provided in Section 3.H(b) hereof, and shall effect the repayment, in whole or in part, as appropriate, of its maturing Loan or reimbursement obligation through the proceeds of such new Loan. Subject to Section 6 hereof, the Agent shall make the proceeds of each Borrowing available to the Borrowers at the Agent's principal office in Chicago, Illinois. Unless the Agent shall have been notified by a Lender (no later than 5:00 p.m. (Chicago time) on the Business Day preceding the date of a requested Borrowing of LIBOR Loans and no later than 1:00 p.m. 12:00 noon (Chicago time) on the date of a requested Borrowing of Prime Rate Loans), that such Lender does not intend to make available to the Agent such Lender's pro rata PRO RATA share of Borrowings as aforesaid, the Agent may assume that such Lender has made such amount available to the Agent and the Agent, it in its sole discretion, may but need not make available to the Borrowers a corresponding amount. If such corresponding amount is not in fact made available to the Agent by such Lender on or prior to a Funding Date, such Lender agrees to pay and Borrowers agree to repay the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to Borrowers until the date such amount is paid or repaid to the Agent, at (i) in the case of such Lender, the Federal Funds Rate (together with such other compensatory amounts as may be required to be paid by such Lender to the Agent pursuant to the rules for Interbank Compensation of the Council on International Banking or the Clearinghouse Compensation Committee, as the case may be, as in effect from time to time), and (ii) in the case of the Borrowers, the interest raterate applicable at the time to the Borrowing made on such Funding Date. If such Lender shall pay to the Agent such corresponding amount, such amount so paid shall constitute such Lender's PRO RATA share of such Borrowing, and if both such Lender and the Borrowers shall have paid and repaid, respectively, such corresponding amount, the Agent shall promptly return to the Borrowers such corresponding amount in same day funds. Nothing in this Section shall be deemed to relieve any Lender of its obligation hereunder to make its PRO RATA share of Loans on the requested date of Borrowing, nor shall any Lender be responsible for the failure of any other Lender to perform its obligations to make any Loan hereunder, and the Commitment of any Lender shall not be increased or decreased as a result of the failure by any other Lender to performs its obligation to make a Loan. In the event that, at any time when no Event of Default exists hereunder, and the applicable conditions for funding set forth hereunder have been satisfied, a Lender for any reason fails or refuses to fund its PRO RATA share of a Loan (the funded portion of such Loan being hereinafter referred to as a "NON PRO RATA LOAN" and such Lender being hereinafter referred to as a "DEFAULTING LENDER"), then, until such time as such Defaulting Lender has funded its portion of the Loan which was previously a Non Pro Rata Loan, or all other Lenders have received payment in full (whether by repayment or prepayment) of the principal and interest due in respect of such Non Pro Rata Loan, all of the Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the prior payment in full of all principal, interest and fees in respect of all Non Pro Rata Loans in which the Defaulting Lender has not funded its PRO RATA share (such principal, interest and fees being referred to as "SENIOR LOANS"). All amounts paid by Borrowers and otherwise due to be applied to the obligations owing to the Defaulting Lender pursuant to the terms hereof shall be distributed by Agent to the other Lenders in accordance with their respective PRO RATA shares (recalculated for purposes hereof to exclude the Defaulting Lender's Commitment), until all Senior Loans have been paid in full. This provision governs only the relationship among Agent, the Defaulting Lender, and the other Lenders; nothing hereunder shall limit the obligation of Borrowers to repay all Loans in accordance with the terms of this Agreement. Notwithstanding anything in this Agreement to the contrary, the provisions of this section shall apply and be effective regardless of whether an Event of Default occurs and is then continuing, and notwithstanding any instruction of Borrowers as to its desired application of payments. In addition, no unused commitment fee shall accrue in favor of, or be payable to, such Defaulting Lender from the date of such failure to fund until such failure has been cured.

Disbursement of Loans. Not later than 2:00 p.m. (Chicago time) on the date of any Borrowing (a "Funding Date") of LIBOR Loans or Prime Rate Loansproposed borrowing date, each Lender shall will make available its Loan to the Administrative Agent, for the account of the Borrower, at the office of the Administrative Agent in funds immediately available to the Administrative Agent, such Lender's Revolving Credit Commitment Percentage of the Revolving Credit Loans to be made on such borrowing date. Unless the Swingline Lender has received notice (by telephone or in Chicagowriting) from the Administrative Agent (including at the request of any Lender) prior to 12:00 noon on the proposed borrowing date (i) directing the Swingline Lender not to make such Swingline Loan as a result of the limitations set forth in Section 2.2(a), Illinoisor (ii) that one or more of the applicable conditions specified in Section 5.3 is not then satisfied, then, subject to the terms and conditions hereof, not later than 2:00 p.m. on the proposed borrowing date, the Swingline Lender will make available to the Administrative Agent, for the account of the Borrower, at the principal office of the Administrative Agent in funds immediately available to the Administrative Agent, except the Swingline Loans to be made to the Borrower on such borrowing date. The Borrower hereby irrevocably authorizes the Administrative Agent to disburse the proceeds of each borrowing requested pursuant to this Section 4.1 in immediately available funds by crediting or wiring such proceeds to the deposit account of the Borrower identified in the most recent notice substantially in the form of Exhibit C hereto (a "Notice of Account Designation") delivered by the Borrower to the Administrative Agent or as may be otherwise agreed upon by the Borrower and the Administrative Agent from time to time. Subject to Section 4.13, the Administrative Agent shall not be obligated to disburse the portion of the proceeds of any Revolving Credit Loan requested pursuant to this Section 4.1 to the extent that any Lender has not made available to the Administrative Agent its Revolving Credit Commitment Percentage of such Borrowing is either a reborrowing, in whole or in part, Loan. Revolving Credit Loans to be made for the purpose of the principal amount of a maturing Borrowing of refunding Swingline Loans (a "Refunding Borrowing") or an L/C Refinancing Borrowing, in which case each Lender shall record the Loan be made by it as a part of such Refunding Borrowing or L/C Refinancing Borrowing, as the case may be, on its books or records or on a schedule to the appropriate Note, Lenders as provided in Section 3.H(b) hereof, and shall effect the repayment, in whole or in part, as appropriate, of its maturing Loan or reimbursement obligation through the proceeds of such new Loan. Subject to Section 6 hereof, the Agent shall make the proceeds of each Borrowing available to the Borrowers at the Agent's principal office in Chicago, Illinois. Unless the Agent shall have been notified by a Lender (no later than 5:00 p.m. (Chicago time) on the Business Day preceding the date of a requested Borrowing of LIBOR Loans and no later than 1:00 p.m. (Chicago time) on the date of a requested Borrowing of Prime Rate Loans2.2(b), that such Lender does not intend to make available to the Agent such Lender's pro rata share of Borrowings as aforesaid, the Agent may assume that such Lender has made such amount available to the Agent and the Agent, it its sole discretion, may but need not make available to the Borrowers a corresponding amount. If such corresponding amount is not in fact made available to the Agent by such Lender on or prior to a Funding Date, such Lender agrees to pay and Borrowers agree to repay the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to Borrowers until the date such amount is paid or repaid to the Agent, at (i) in the case of such Lender, the Federal Funds Rate (together with such other compensatory amounts as may be required to be paid by such Lender to the Agent pursuant to the rules for Interbank Compensation of the Council on International Banking or the Clearinghouse Compensation Committee, as the case may be, as in effect from time to time), and (ii) in the case of the Borrowers, the interest rate.