Common use of Making of Loans Clause in Contracts

Making of Loans. (i) Promptly after receipt of a Notice of Committed Borrowing under Section 2.1(b) (or telephonic notice in lieu thereof), the Administrative Agent shall notify each Lender by facsimile transmission, or other similar form of transmission, of the proposed Borrowing (which notice to the Lenders, in the case of a Borrowing of Eurodollar Rate Loans, shall be at least three (3) Business Days in advance of the proposed Funding Date for such Loans, or four (4) Business Days in the case of an Alternative Currency Loan, or seven (7) Business Days (for a first borrowing) or four (4) Business Days (for a subsequent borrowing), as applicable, in the case of a Committed Loan to a Foreign Qualified Borrower). Subject to Section 2.8(i) with respect to Committed Loans to a Foreign Qualified Borrower, each Lender shall deposit an amount equal to its Pro Rata Share of the Borrowing requested by the Borrower or the applicable Qualified Borrower with the Administrative Agent at its office in New York, New York, in immediately available funds in Dollars or Alternative Currency, as applicable, not later than 12:00 noon (New York time), or (x) in the case of a Borrowing of Base Rate Loans for which the Notice of Committed Borrowing was given on such Funding Date, 2:00 p.m. (New York time) or (y) in the case of an Alternative Currency Borrowing, 12:00 noon local time of the Principal Financial Center of the applicable currency, on the respective Funding Date therefor. Subject to the fulfillment of the conditions precedent set forth in Section 6.1 or Section 6.2, as applicable, the Administrative Agent shall make the proceeds of such amounts received by it available to the Borrower or the applicable Qualified Borrower at the Administrative Agent’s office in New York, New York on such Funding Date (or on the date received if later than such Funding Date) and shall disburse such proceeds in accordance with the Borrower’s or the applicable Qualified Borrower’s disbursement instructions set forth in the applicable Notice of Borrowing. Subject to the provisions of Section 2.8(i) with respect to Committed Loans to a Foreign Qualified Borrower, the failure of any Lender to deposit the amount described above with the Administrative Agent on the applicable Funding Date shall not relieve any other Lender of its obligations hereunder to make its Committed Loan on such Funding Date. In the event the conditions precedent set forth in Section 6.1 or 6.2 are not fulfilled as of the proposed Funding Date for any Borrowing, the Administrative Agent shall promptly return, by wire transfer of immediately available funds, the amount deposited by each Lender to such Lender.

Making of Loans. (i) Promptly after receipt of a Notice of Committed Borrowing under Section 2.1(b2.1(c) (or telephonic notice in lieu thereof), the Administrative Agent shall notify each applicable Lender by facsimile transmission, or other similar form of written transmission, of the proposed Borrowing (which notice to the Lenders, in the case of a Borrowing of Eurodollar Rate Loans, shall be at least three (3) Business Days in advance of the proposed Funding Date for such Loans, or four (4) Business Days in the case of an Alternative Currency Loan, or seven (7) Business Days (for a first borrowing) or four (4) Business Days (for a subsequent borrowing), as applicable, in the case of a Committed Loan to a Foreign Qualified Borrower). Subject to Section 2.8(i) with respect to Committed Loans to a Foreign Qualified Borrower, each Each Lender shall deposit an amount equal to its applicable Pro Rata Share (if any) of the Borrowing requested by the Borrower or the applicable Qualified Borrower with the Administrative Agent at its office in New York, New York, in immediately available funds in Dollars or Alternative Currency, as applicable, not later than 12:00 noon (New York time), or (x) in the case of a Borrowing of Base Rate Loans for which the Notice of Committed Borrowing was given on such Funding Date, 2:00 p.m. (New York time) or (y) in the case of an Alternative Currency Borrowing, 12:00 noon local time of the Principal Financial Center of the applicable currency), on the respective Funding Date thereforDate. Subject to the fulfillment of the conditions precedent set forth in Section 6.1 or Section 6.2, as applicable, the Administrative Agent shall make the proceeds of such amounts received by it available to the Borrower or the applicable Qualified Borrower at the Administrative Agent’s office in New York, New York on such Funding Date (or on the date received if later than such Funding Date) and shall disburse such proceeds in accordance with the Borrower’s or the applicable Qualified Borrower’s disbursement instructions set forth in the applicable Notice of Committed Borrowing. Subject to the provisions of Section 2.8(i) with respect to Committed Loans to a Foreign Qualified Borrower, the The failure of any Lender to deposit the amount described above with the Administrative Agent on the applicable Funding Date shall not relieve any other Lender of its obligations hereunder to make its Committed Loan on such Funding Date. In the event the conditions precedent set forth in Section 6.1 or 6.2 are not fulfilled as of the proposed Funding Date for any Borrowing, the Administrative Agent shall promptly return, by wire transfer of immediately available funds, the amount deposited by each Lender to such Lender.

Making of Loans. (i) Promptly after receipt of a Notice of Committed Borrowing under Section 2.1(b) (or telephonic notice in lieu thereof), the Administrative Agent shall notify each Lender by facsimile transmission, or other similar form of transmission, of the proposed Borrowing (which notice to the Lenders, in the case of a Borrowing of Eurodollar Rate Loans, shall be at least three (3) Business Days in advance of the proposed Funding Date for such Loans, or four (4) Business Days in the case of an Alternative Currency Loan, or seven (7) Business Days (for a first borrowing) or four (4) Business Days (for a subsequent borrowing), as applicable, in the case of a Committed Loan to a Foreign Qualified Borrower). Subject to Section 2.8(i) with respect to Committed Loans to a Foreign Qualified Borrower, each Each Lender shall deposit an amount equal to its Pro Rata Share of the Borrowing requested by the Borrower or the applicable Qualified Borrower with the Administrative Agent at its office in New York, New York, in immediately available funds in Dollars or Alternative Currency, as applicable, not later than 12:00 noon (New York time), or (x) in the case of a Borrowing of Base Rate Loans for which the Notice of Committed Borrowing was given on such Funding Dateor, 2:00 p.m. (New York time) or (y) in the case of an Alternative Currency Borrowing, 12:00 noon local time of the Principal Financial Center of the applicable currencyCenter, on the respective Funding Date therefor. Subject to the fulfillment of the conditions precedent set forth in Section 6.1 or Section 6.2, as applicable, the Administrative Agent shall make the proceeds of such amounts received by it available to the Borrower or the applicable Qualified Borrower at the Administrative Agent’s office in New York, New York on such Funding Date (or on the date received if later than such Funding Date) and shall disburse such proceeds in accordance with the Borrower’s or the applicable Qualified Borrower’s disbursement instructions set forth in the applicable Notice of Borrowing. Subject to the provisions of Section 2.8(i) with respect to Committed Loans to a Foreign Qualified Borrower, the The failure of any Lender to deposit the amount described above with the Administrative Agent on the applicable Funding Date shall not relieve any other Lender of its obligations hereunder to make its Committed Loan on such Funding Date. In the event the conditions precedent set forth in Section 6.1 or 6.2 are not fulfilled as of the proposed Funding Date for any Borrowing, the Administrative Agent shall promptly return, by wire transfer of immediately available funds, the amount deposited by each Lender to such Lender.

Making of Loans. (i) Promptly after receipt of a Notice notice of Committed Borrowing borrowing under Section 2.1(b) (or telephonic notice in lieu thereof), the Administrative Agent shall promptly notify each Lender by facsimile transmission, or other similar form of transmission, of the proposed Borrowing (which notice to the Lenders, in the case of a Borrowing of Eurodollar Rate Loans, shall be at least three (3) Business Days in advance of the proposed Funding Date for such Loans, or four (4) Business Days in the case of an Alternative Currency Loan, or seven (7) Business Days (for a first borrowing) or four (4) Business Days (for a subsequent borrowing), as applicable, in the case of a Committed Loan to a Foreign Qualified Borrower)Borrowing. Subject to Section 2.8(i) with respect to Committed Loans to a Foreign Qualified Borrower, each Each Lender shall deposit an amount equal to its Pro Rata Share of the Borrowing requested by the Borrower or the applicable Qualified Borrower with the Administrative Agent at its office in New York, New York, York in immediately available funds in Dollars or Alternative Currency, as applicablefunds, not later than 12:00 noon (New York time), or (x) in the case of a Borrowing of Base Rate Loans for which the Notice of Committed Borrowing was given on such Funding Date, 2:00 p.m. Noon (New York time) or (y) in the case of an Alternative Currency Borrowing, 12:00 noon local time of the Principal Financial Center of the applicable currency, on the respective Funding Date therefor, provided that with respect to any Borrowing made after the Initial Funding Date pursuant to Article III, each Lender agreeing to provide additional Loans on a Funding Date shall provide its proportionate share of Loans agreed to be made by such Lender pursuant to Article III on such Funding Date. Subject to the fulfillment of the conditions precedent set forth in Section 6.1 or Section 6.2, as applicable, the Administrative Agent shall make the proceeds of such amounts received by it available to the Borrower or the applicable Qualified Borrower at the Administrative Agent’s 's office in New York, New York on such the applicable Funding Date (or on the date received if later than such Funding Date) and shall disburse such proceeds in accordance with the Borrower’s or the applicable Qualified Borrower’s 's disbursement instructions set forth in the applicable Notice notice of Borrowingborrowing. Subject to the provisions of Section 2.8(i) with respect to Committed Loans to a Foreign Qualified Borrower, the The failure of any Lender to deposit the amount described above with the Administrative Agent on the applicable Funding Date shall not relieve any other Lender of its obligations hereunder to make its Committed Loan on such Funding Date. In the event the conditions precedent set forth in Section 6.1 or 6.2 are not fulfilled as of the proposed Funding Date for any Borrowing, the Administrative Agent shall promptly return, by wire transfer of immediately available funds, the amount deposited by each Lender to such Lender.

Making of Loans. (ia) Promptly after receipt issuing an ADV Notice for the making of ADV Loans, but no later than 12:00 noon, New York City time, on the proposed date of the requested Borrowing of an ADV Loan, QUALCOMM shall make an ADV Loan to Borrower in the aggregate principal amount therefor set forth in such ADV Notice by executing and delivering an ADV Assignment and Acceptance in the form of Exhibit B, for such amount, subject, in each case, to the due execution and delivery of each such ADV Assignment and Acceptance by Borrower. Concurrently with executing such ADV Assignment and Acceptance, Borrower shall also execute and deliver a Notice Promissory Note in the form of Committed Borrowing under Section 2.1(b) (or telephonic notice Exhibit F, for the principal amount of such ADV Loan. Upon the execution and delivery of such ADV Assignment and Acceptance and such Promissory Note, Borrower shall be deemed to have borrowed the ADV Loan in lieu thereof)the aggregate principal amount therefor set forth in the relevant ADV Notice, the Administrative Agent shall notify each Lender by facsimile transmissionADV Assignment and Acceptance and the relevant Promissory Note regardless of any subsequent revocation, cancellation or a diminution in value of, or other similar form restriction on, the ADV or the relevant portion thereof equal to such ADV Loan; provided, however, that notwithstanding any provision of transmissionthis Agreement or the ADV Assignment and Acceptance to the contrary, if Borrower's application to the FCC for the acquisition of the proposed License(s) intended to be acquired through the proceeds of the Borrowing (which notice to the Lendersis thereafter denied, in the case of a Borrowing of Eurodollar Rate Loansthen, shall be at least within three (3) Business Days of such denial, Borrower shall prepay in advance cash the outstanding principal amount of the proposed Funding Date for Loan intended to finance the acquisition of such LoansLicense(s), together with interest accrued thereon and all other amounts payable with respect thereto, provided that Borrower may prepay such principal amount (other than the principal amount of such Loan, if any, used to capitalize interest under Section 2.8(c) or four the Commitment Fee as set forth in Section 3.1(a)(i), which shall be paid in cash) (4such principal amount (net of the amount referred to in the preceding parenthetical), the "Relevant Amount") by commencing, within three (3) Business Days of such denial by the FCC, such applications and procedures with the FCC as may be necessary to permit (A) the return, and transfer to QUALCOMM of, the ADV or portion thereof intended to be used to finance the purchase of such License(s), such return to be completed within ninety (90) days of such denial (failing which, such prepayment shall be made in cash no later than on the case last day of an Alternative Currency Loan, or seven (7) Business Days (for a first borrowingsuch 90-day period) or four (4B) Business Days (for a subsequent borrowing), as applicable, in the case transfer of a Committed Loan new voucher with terms and conditions substantially similar to, and no less favorable to a Foreign Qualified Borrower). Subject to Section 2.8(iQUALCOMM than, the ADV (each such voucher, the "Substitute Voucher") with respect to Committed Loans to a Foreign Qualified Borrower, each Lender shall deposit in an amount equal to its Pro Rata Share the Relevant Amount, such transfer to be completed within ninety (90) days of the Borrowing requested by the Borrower or the applicable Qualified Borrower with the Administrative Agent at its office such denial (failing which, such prepayment shall be made in New York, New York, in immediately available funds in Dollars or Alternative Currency, as applicable, not cash no later than 12:00 noon (New York timeon the last day of such 90-day period), or (x) in the case of a Borrowing of Base Rate Loans for which the Notice of Committed Borrowing was given on such Funding Date, 2:00 p.m. (New York time) or (y) in the case of an Alternative Currency Borrowing, 12:00 noon local time of the Principal Financial Center of the applicable currency, on the respective Funding Date therefor. Subject to the fulfillment of the conditions precedent set forth in Section 6.1 or Section 6.2, as applicable, the Administrative Agent shall make the proceeds of such amounts received by it available to the Borrower or the applicable Qualified Borrower at the Administrative Agent’s office in New York, New York on such Funding Date (or on the date received if later than such Funding Date) and shall disburse such proceeds in accordance with the Borrower’s or the applicable Qualified Borrower’s disbursement instructions set forth in the applicable Notice of Borrowing. Subject to the provisions of Section 2.8(i) with respect to Committed Loans to a Foreign Qualified Borrower, the failure of any Lender to deposit the amount described above with the Administrative Agent on the applicable Funding Date shall not relieve any other Lender of its obligations hereunder to make its Committed Loan on such Funding Date. In the event the conditions precedent set forth in Section 6.1 or 6.2 are not fulfilled as of the proposed Funding Date for any Borrowing, the Administrative Agent shall promptly return, by wire transfer of immediately available funds, the amount deposited by each Lender to such Lender.so long as:

Making of Loans. (i) Promptly after receipt of a Notice of Committed Borrowing under Section 2.1(b) (or telephonic notice in lieu thereof), the Administrative Agent shall notify each Lender by facsimile transmission, or other similar form of transmission, of the proposed Borrowing (which notice to the Lenders, in the case of a Borrowing of Eurodollar Rate Loans, shall be at least three (3) Business Days in advance of the proposed Funding Date for such Loans, or four (4) Business Days in the case of an Alternative Currency Loan, or seven nine (79) Business Days (for a first borrowing) or four (4) Business Days (for a subsequent borrowing), as applicable, in the case of a Committed Loan to a Foreign Qualified Borrower). Subject to the provisions of Section 2.8(i) with respect to Committed Loans to a Foreign Qualified Borrower, each Lender shall deposit an amount equal to its Pro Rata Share of the Borrowing requested by the Borrower or the applicable Qualified Borrower with the Administrative Agent at its office in New York, New York, in immediately available funds in Dollars or Alternative Currency, as applicable, not later than 12:00 noon (New York time), or (x) in the case of a Borrowing of Base Rate Loans for which the Notice of Committed Borrowing was given on such Funding Dateor, 2:00 p.m. (New York time) or (y) in the case of an Alternative Currency Borrowing, 12:00 noon local time of the Principal Financial Center of the applicable currencyCenter, on the respective Funding Date therefor. Subject to the fulfillment of the conditions precedent set forth in Section 6.1 or Section 6.2, as applicable, the Administrative Agent shall make the proceeds of such amounts received by it available to the Borrower or the applicable Qualified Borrower at the Administrative Agent’s office in New York, New York on such Funding Date (or on the date received if later than such Funding Date) and shall disburse such proceeds in accordance with the Borrower’s or the applicable Qualified Borrower’s disbursement instructions set forth in the applicable Notice of Borrowing. Subject to the provisions of Section 2.8(i) with respect to Committed Loans to a Foreign Qualified Borrower, the failure of any Lender to deposit the amount described above with the Administrative Agent on the applicable Funding Date shall not relieve any other Lender of its obligations hereunder to make its Committed Loan on such Funding Date. In the event the conditions precedent set forth in Section 6.1 or 6.2 are not fulfilled as of the proposed Funding Date for any Borrowing, the Administrative Agent shall promptly return, by wire transfer of immediately available funds, the amount deposited by each Lender to such Lender.

Making of Loans. (i) Promptly after receipt of a Notice of Committed Borrowing under Section 2.1(bSECTION 2.1(d) (or telephonic notice in lieu thereof), the Administrative Agent shall notify each Lender (or the Swing Lender in the case of Notice of Borrowing for a Swing Loan) by facsimile transmission, or other similar form of transmission, of the proposed Borrowing (which notice to the Lenders, in the case of a Borrowing of Eurodollar Eurocurrency Rate Loans, shall be at least three (3) (for such Loans denominated in Dollars) or four (4) (for such Loans denominated in Optional Currency) Business Days in advance of the proposed Funding Date for such Loans, ). Each Lender (or four (4) Business Days in the case of an Alternative Currency Loan, or seven (7) Business Days (for a first borrowing) or four (4) Business Days (for a subsequent borrowing), as applicable, in the case of a Committed Swing Loan to a Foreign Qualified Borrower). Subject to Section 2.8(iBorrowing, the Swing Lender) with respect to Committed Loans to a Foreign Qualified Borrower, each Lender shall deposit an amount in the requested currency equal to its Pro Rata Share of the Borrowing requested by the Borrower or the applicable Qualified Borrower with the Administrative Agent at its office in New York, New Yorkthe Administrative Agent's Head Office, in immediately available funds in Dollars or Alternative Currency, as applicablefunds, not later than 12:00 noon (New York time), or (x) in the case of a Borrowing of Base Rate Loans for which the Notice of Committed Borrowing was given on such Funding Date, 2:00 p.m. (New York Boston time) or (y) in the case of an Alternative Currency Borrowing, 12:00 noon local time of the Principal Financial Center of the applicable currency, on the respective Funding Date therefor. Subject to the fulfillment of the conditions precedent set forth in Section 6.1 SECTION 5.1 or Section 6.2SECTION 5.2, as applicable, the Administrative Agent shall make the proceeds of such amounts received by it available to the Borrower or the applicable Qualified Borrower at the Administrative Agent’s office in New York, New York 's Head Office on such Funding Date (or on the date received if later than such Funding Date) and shall disburse such proceeds in accordance with the Borrower’s or the applicable Qualified Borrower’s 's disbursement instructions set forth in the applicable Notice of Borrowing. Subject to the provisions of Section 2.8(i) with respect to Committed Loans to a Foreign Qualified Borrower, the The failure of any Lender to deposit the amount described above with the Administrative Agent on the applicable Funding Date shall not relieve any other Lender of its obligations hereunder to make its Committed Loan on such Funding Date. In the event the conditions precedent set forth in Section 6.1 SECTION 5.1 or 6.2 5.2 are not fulfilled as of the proposed Funding Date for 30 any Borrowing, the Administrative Agent shall promptly return, by wire transfer of immediately available funds, the amount deposited by each Lender to such Lender.

Making of Loans. (i) Promptly after receipt of a Notice of Committed Borrowing under Section SECTION 2.1(b) (or telephonic notice in lieu thereof), the Administrative Payment and Disbursement Agent shall notify each Lender by facsimile transmission, or other similar form of transmission, of the proposed Borrowing (which notice to the Lenders, in the case of a Borrowing of Eurodollar Rate Loans, shall be at least three (3) Business Days in advance of the proposed Funding Date for such Loans, or four (4) Business Days in the case of an Alternative Currency Loan, or seven (7) Business Days (for a first borrowing) or four (4) Business Days (for a subsequent borrowing), as applicable, in the case of a Committed Loan to a Foreign Qualified Borrower). Subject to Section 2.8(i) with respect to Committed Loans to a Foreign Qualified Borrower, each Each Lender shall deposit an amount equal to its Pro Rata Share of the Borrowing requested by the Borrower or the applicable Qualified Borrower with the Administrative Payment and Disbursement Agent at its office in New York, New York, in immediately available funds in Dollars or Alternative Currency, as applicablefunds, not later than 12:00 noon (New York time), or (x) in the case of a Borrowing of Base Rate Loans for which the Notice of Committed Borrowing was given on such Funding Date, 2:00 p.m. (New York time) or (y) in the case of an Alternative Currency Borrowing, 12:00 noon local time of the Principal Financial Center of the applicable currency, on the respective Funding Date therefor. Subject to the fulfillment of the conditions precedent set forth in Section SECTION 6.1 or Section SECTION 6.2, as applicable, the Administrative 41 Payment and Disbursement Agent shall make the proceeds of such amounts received by it available to the Borrower or the applicable Qualified Borrower at the Administrative Payment and Disbursement Agent’s 's office in New York, New York on such Funding Date (or on the date received if later than such Funding Date) and shall disburse such proceeds in accordance with the Borrower’s or the applicable Qualified Borrower’s 's disbursement instructions set forth in the applicable Notice of Borrowing. Subject to the provisions of Section 2.8(i) with respect to Committed Loans to a Foreign Qualified Borrower, the The failure of any Lender to deposit the amount described above with the Administrative Payment and Disbursement Agent on the applicable Funding Date shall not relieve any other Lender of its obligations hereunder to make its Committed Loan on such Funding Date. In the event the conditions precedent set forth in Section SECTION 6.1 or 6.2 are not fulfilled as of the proposed Funding Date for any Borrowing, the Administrative Payment and Disbursement Agent shall promptly return, by wire transfer of immediately available funds, the amount deposited by each Lender to such Lender.

Making of Loans. (i) Promptly after receipt of a Notice of Committed Borrowing under Section 2.1(b2.1(c) (or telephonic notice in lieu thereof), the Administrative Agent shall notify each applicable Lender by facsimile transmission, or other similar form of written transmission, of the proposed Borrowing (which notice to the Lenders, in the case of a Borrowing of Eurodollar Rate Loans, shall be at least three (3) Business Days in advance of the proposed Funding Date for such Loans, or four (4) Business Days in the case of an Alternative Currency Loan, or seven (7) Business Days (for a first borrowing) or four (4) Business Days (for a subsequent borrowing), as applicable, in the case of a Committed Loan to a Foreign Qualified Borrower). Subject to Section 2.8(i) with respect to Committed Loans to a Foreign Qualified Borrower, each Each Lender shall deposit an amount equal to its applicable Pro Rata Share of the Borrowing requested by the Borrower or the applicable Qualified Borrower Borrowers with the Administrative Agent at its office in New YorkCleveland, New YorkOhio, in immediately available funds in Dollars or Alternative Currency, as applicable, not later than 12:00 noon (New York time), ) (or (x) in the case of a Borrowing of Base Rate Loans for which the Notice of Committed Borrowing was given on such Funding Date, 2:00 p.m. (New York time) or (y) in the case of an Alternative Currency Borrowing, 12:00 noon local time of the Principal Financial Center of the applicable currency, on the respective Funding Date therefor)). Subject to the fulfillment of the conditions precedent set forth in Section 6.1 or Section 6.2, as applicable6.1, the Administrative Agent shall make the proceeds of such amounts received by it available to the Borrower or the applicable Qualified Borrower Borrowers at the Administrative Agent’s office in New YorkCleveland, New York Ohio on such Funding Date (or on the date received if later than such Funding Date) and shall disburse such proceeds in accordance with the Borrower’s or the applicable Qualified Borrower’s Borrowers’ disbursement instructions set forth in the applicable Notice of Borrowing. Subject to the provisions of Section 2.8(i) with respect to Committed Loans to a Foreign Qualified Borrower, the The failure of any Lender to deposit the amount described above with the Administrative Agent on the applicable Funding Date shall not relieve any other Lender of its obligations hereunder to make its Committed Loan on such Funding Date. In the event the conditions precedent set forth in Section 6.1 or 6.2 are not fulfilled as of the proposed Funding Date for any Borrowing, the Administrative Agent shall promptly return, by wire transfer of immediately available funds, the amount deposited by each Lender to such Lender.

Making of Loans. (i) Promptly after receipt of a Notice of Committed Borrowing under Section SECTION 2.1(b) (or telephonic notice in lieu thereof), the Administrative Agent shall notify each Lender by facsimile transmission, or other similar form of transmission, of the proposed Borrowing (which notice to the Lenders, in the case of a Borrowing of Eurodollar Rate Loans, shall be at least three (3) Business Days in advance of the proposed Funding Date for such Loans, or four (4) Business Days in the case of an Alternative Currency Loan, or seven (7) Business Days (for a first borrowing) or four (4) Business Days (for a subsequent borrowing), as applicable, in the case of a Committed Loan to a Foreign Qualified Borrower). Subject to Section 2.8(i) with respect to Committed Loans to a Foreign Qualified Borrower, each Each Lender shall deposit an amount equal to its Pro Rata Share of the Borrowing requested by the Borrower or the applicable Qualified Borrower with the Administrative Agent at its office in New York, New York, York in immediately available funds in Dollars or Alternative Currency, as applicablefunds, not later than 12:00 noon (New York time), or (x) in the case of a Borrowing of Base Rate Loans for which the Notice of Committed Borrowing was given on such Funding Date, 2:00 p.m. (New York time) or (y) in the case of an Alternative Currency Borrowing, 12:00 noon local time of the Principal Financial Center of the applicable currency, on the respective Funding Date thereforDate. Subject to the fulfillment of the conditions precedent set forth in Section SECTION 6.1 or Section SECTION 6.2, as applicable, the Administrative Agent shall make the proceeds of such amounts received by it available to the Borrower or the applicable Qualified Borrower at the Administrative Agent’s 's office in New York, New York on such Funding Date (or on the date received if later than such Funding Date) and shall disburse such proceeds in accordance with the Borrower’s or the applicable Qualified Borrower’s 's disbursement instructions set forth in the applicable Notice of Borrowing. Subject to the provisions of Section 2.8(i) with respect to Committed Loans to a Foreign Qualified Borrower, the The failure of any Lender to deposit the amount described above with the Administrative Agent on the applicable Funding Date shall not relieve any other Lender of its obligations hereunder to make its Committed Loan on such Funding Date. In the event the conditions precedent set forth in Section SECTION 6.1 or 6.2 SECTION 6.2, as applicable, are not fulfilled as of the proposed Funding Date for any Borrowing, the Administrative Agent shall promptly returnreturn to each Lender, by wire transfer of immediately available funds, the amount deposited by each Lender to such Lender.

Making of Loans. (ia) Promptly after receipt Except as set forth in Section 2.16 and Section 2.27, Loans (other than Swingline Loans) by the Lenders shall be either Base Rate Loans or Eurocurrency Loans as the Parent Borrower on behalf of the Borrowers may request subject to and in accordance with this Section 2.03, provided that all Swingline Loans shall be only Base Rate Loans. All Loans made pursuant to the same Borrowing shall, unless otherwise specifically provided herein, be Loans of the same Type. Each Lender may fulfill its Commitment with respect to any Loan by causing any lending office of such Lender to make such Loan; but any such use of a Notice lending office shall not affect the obligation of Committed the Borrowers to repay such Loan in accordance with the terms of the applicable Note. Each Lender shall, subject to its overall policy considerations, use reasonable efforts (but shall not be obligated) to select a lending office which will not result in the payment of increased costs by the Borrowers pursuant to Section 2.26. Subject to the other provisions of this Section 2.03 and the provisions of Section 2.27, Borrowings of Loans of more than one Type may be incurred at the same time, but no more than fifteen (15) Borrowings of Eurocurrency Loans may be outstanding at any time. (b) The Parent Borrower shall give the Agent three (3) Business Days’ prior telephonic (thereafter confirmed in writing) or e-mail notice of each Borrowing under Section 2.1(b) (or telephonic of Eurocurrency Loans and same-day notice of each Borrowing of Base Rate Loans. Any such notice, to be effective, must be received by the Agent not later than 11:00 a.m., New York City time, on the third Business Day in lieu thereof)the case of Eurocurrency Loans prior to the date on which such Borrowing is to be made, and on the Administrative Agent date of the proposed Borrowing in the case of Base Rate Loans. Such Borrowing Request shall notify each Lender by facsimile transmission, or other similar form of transmission, be irrevocable and shall specify the amount of the proposed Borrowing (which notice to the Lendersshall be in an integral multiple of $1,000,000, but not less than $5,000,000 in the case of a Borrowing of Eurodollar Rate Loans, Eurocurrency Loans and shall be at least three (3) Business Days in advance an integral multiple of the proposed Funding Date for such Loans$250,000, or four (4) Business Days but not less than $1,000,000 in the case of an Alternative Currency Loan, or seven Base Rate Loans) and the date thereof (7which shall be a Business Day) Business Days (for a first borrowing) or four (4) Business Days (for a subsequent borrowing), as applicable, in the case of a Committed Loan to a Foreign Qualified Borrower)and shall contain disbursement instructions. Subject to Section 2.8(i) with respect to Committed Loans to a Foreign Qualified Borrower, each Lender Such Borrowing Request shall deposit an amount equal to its Pro Rata Share of specify whether the Borrowing then being requested by the Borrower or the applicable Qualified Borrower with the Administrative Agent at its office in New York, New York, in immediately available funds in Dollars or Alternative Currency, as applicable, not later than 12:00 noon (New York time), or (x) in the case of is to be a Borrowing of Base Rate Loans for which the Notice of Committed Borrowing was given on such Funding Dateor Eurocurrency Loans and, 2:00 p.m. (New York time) or (y) in the case of an Alternative Currency Borrowing, 12:00 noon local time of the Principal Financial Center of the applicable currency, on the respective Funding Date therefor. Subject to the fulfillment of the conditions precedent set forth in Section 6.1 or Section 6.2, as applicableif Eurocurrency Loans, the Administrative Agent shall make the proceeds of such amounts received by it available to the Borrower or the applicable Qualified Borrower at the Administrative Agent’s office in New York, New York on such Funding Date (or on the date received if later than such Funding Date) and shall disburse such proceeds in accordance with the Borrower’s or the applicable Qualified Borrower’s disbursement instructions set forth in the applicable Notice of Borrowing. Subject to the provisions of Section 2.8(i) Interest Period with respect to Committed Loans to thereto. If no election of Interest Period is specified in any such Borrowing Request for a Foreign Qualified BorrowerBorrowing of Eurocurrency Loans, the failure of any Lender to deposit the amount described above with the Administrative Agent on the applicable Funding Date shall not relieve any other Lender of its obligations hereunder to make its Committed Loan on such Funding Date. In the event the conditions precedent set forth in Section 6.1 or 6.2 are not fulfilled as of the proposed Funding Date for any Borrowing, the Administrative Agent shall promptly return, by wire transfer of immediately available funds, the amount deposited by each Lender to such Lender.

Making of Loans. (i) Promptly after receipt of a Notice of Committed Borrowing under Section 2.1(b2.1(c) (or telephonic notice in lieu thereof), the Administrative Agent shall notify each applicable Lender by facsimile transmission, or other similar form of written transmission, of the proposed Borrowing (which notice to the Lenders, in the case of a Borrowing of Eurodollar Rate Loans, shall be at least three (3) Business Days in advance of the proposed Funding Date for such Loans, or four (4) Business Days in the case of an Alternative Currency Loan, or seven (7) Business Days (for a first borrowing) or four (4) Business Days (for a subsequent borrowing), as applicable, in the case of a Committed Loan to a Foreign Qualified Borrower). Subject to Section 2.8(i) with respect to Committed Loans to a Foreign Qualified Borrower, each Each Lender shall deposit an amount equal to its applicable Pro Rata Share of the Borrowing requested by the Borrower or the applicable Qualified Borrower with the Administrative Agent at its office in New York, New York, in immediately available funds in Dollars or Alternative Currency, as applicable, not later than 12:00 noon (New York time), ) (or (x) in the case of a Borrowing of Base Rate Loans for which the Notice of Committed Borrowing was given on such Funding Date, 2:00 p.m. (New York time) or (y) in the case of an Alternative Currency Borrowing, 12:00 noon local time of the Principal Financial Center of the applicable currency, on the respective Funding Date therefor)). Subject to the fulfillment of the conditions precedent set forth in Section 6.1 or Section 6.2, as applicable6.1, the Administrative Agent shall make the proceeds of such amounts received by it available to the Borrower or the applicable Qualified Borrower at the Administrative Agent’s office in New York, New York on such Funding Date (or on the date received if later than such Funding Date) and shall disburse such proceeds in accordance with the Borrower’s or the applicable Qualified Borrower’s disbursement instructions set forth in the applicable Notice of Borrowing. Subject to the provisions of Section 2.8(i) with respect to Committed Loans to a Foreign Qualified Borrower, the The failure of any Lender to deposit the amount described above with the Administrative Agent on the applicable Funding Date shall not relieve any other Lender of its obligations hereunder to make its Committed Loan on such Funding Date. In the event the conditions precedent set forth in Section 6.1 or 6.2 are not fulfilled as of the proposed Funding Date for any Borrowing, the Administrative Agent shall promptly return, by wire transfer of immediately available funds, the amount deposited by each Lender to such Lender.. DB3/376865415.8

Making of Loans. (i) Promptly after receipt of a Notice of Committed Borrowing under Section 2.1(b) (or telephonic notice in lieu thereof), the Administrative Agent shall notify each Lender by facsimile transmission, or other similar form of transmission, of the proposed Borrowing (which notice to the Lenders, in the case of a Borrowing of Eurodollar Rate Loans, shall be at least three (3) Business Days in advance of the proposed Funding Date for such Loans, or four (4) Business Days in the case of an Alternative Currency Loan, or seven (7) Business Days (for a first borrowing) or four (4) Business Days (for a subsequent borrowing), as applicable, in the case of a Committed Loan to a Foreign Qualified Borrower). Subject to Section 2.8(i) with respect to Committed Loans to a Foreign Qualified Borrower, each Each Lender shall deposit an amount equal to its Pro Rata Share of the Borrowing requested by the Borrower or the applicable Qualified Borrower with the Administrative Agent at its office in New York, New York, in immediately available funds in Dollars or Alternative Currency, as applicable, not later than 12:00 noon (New York time), or (x) in the case of a Borrowing of Base Rate Loans for which the Notice of Committed Borrowing was given on such Funding Dateor, 2:00 p.m. (New York time) or (y) in the case of an Alternative Currency Borrowing, 12:00 noon local time of the Principal Financial Center of the applicable currencyCenter, on the respective Funding Date therefor. Subject to the fulfillment of the conditions precedent set forth in Section 6.1 or Section 6.2, as applicable, the Administrative Agent shall make the proceeds of such amounts received by it available to the Borrower or the applicable Qualified Borrower at the Administrative Agent’s office in New York, New York on such Funding Date (or on the date received if later than such Funding Date) and shall disburse such proceeds in accordance with the Borrower’s or the applicable Qualified Borrower’s disbursement instructions set forth in the applicable Notice of Borrowing. Subject to the provisions of Section 2.8(i) with respect to Committed Loans to a Foreign Qualified Borrower, the The failure of any Lender to deposit the amount described above with the Administrative Agent on the applicable Funding Date shall not relieve any other Lender of its obligations hereunder to make its Committed Loan on such Funding Date. In the event the conditions precedent set forth in Section 6.1 or 6.2 are not fulfilled as of the proposed Funding Date for any Borrowing, the Administrative Agent shall promptly return, by wire transfer of immediately available funds, the amount deposited by each Lender to such Lender.

Making of Loans. (i) Promptly after receipt of a Notice of Committed Borrowing under Section 2.1(b) (or telephonic notice in lieu thereof), the Administrative Agent shall notify each Lender by facsimile transmission, or other similar form of transmissiontrans- mission, of the proposed Borrowing (which notice to the Lenders, in the case of a Borrowing of Eurodollar Rate Loans, shall be at least three (3) Business Days in advance of the proposed Funding Date for such Loans, or four (4) Business Days in the case of an Alternative Currency Loan, or seven (7) Business Days (for a first borrowing) or four (4) Business Days (for a subsequent borrowing), as applicable, in the case of a Committed Loan to a Foreign Qualified Borrower). Subject to Section 2.8(i) with respect to Committed Loans to a Foreign Qualified Borrower, each Each Lender shall deposit an amount equal to its Pro Rata Share of the Borrowing requested by the Borrower or the applicable Qualified Borrower with the Administrative Agent at its office in New York, New York, in immediately available funds in Dollars or Alternative Currency, as applicablefunds, not later than 12:00 noon (New York time), or (x) in the case of a Borrowing of Base Rate Loans for which the Notice of Committed Borrowing was given on such Funding Date, 2:00 p.m. (New York time) or (y) in the case of an Alternative Currency Borrowing, 12:00 noon local time of the Principal Financial Center of the applicable currency, on the respective Funding Date therefor. Subject to the fulfillment fulfill- ment of the conditions precedent set forth in Section 6.1 or Section 6.2, as applicable, the Administrative Agent shall make the proceeds pro- ceeds of such amounts received by it available to the Borrower or the applicable Qualified Borrower Bor- rower at the Administrative Agent’s 's office in New York, New York on such Funding Date (or on the date received if later than such Funding Date) and shall disburse such proceeds in accordance with the Borrower’s or the applicable Qualified Borrower’s 's disbursement instructions set forth in the applicable Notice of Borrowing. Subject to the provisions of Section 2.8(i) with respect to Committed Loans to a Foreign Qualified Borrower, the The failure of any Lender to deposit the amount described above with the Administrative Agent on the applicable Funding Date shall not relieve any other Lender of its obligations hereunder to make its Committed Loan on such Funding Date. In the event the conditions precedent set forth in Section 6.1 or 6.2 are not fulfilled as of the proposed Funding Date for any Borrowing, the Administrative Agent shall promptly return, by wire transfer of immediately available funds, the amount deposited by each Lender to such Lender. If the Borrower has requested the issuance of the Letter of Credit, no later than 12:00 Noon (New York City time) on the date of such issuance as indicated in the notice delivered pursuant to Section 2.2(b), the Fronting Bank shall issue such Letter of Credit in the amount so requested and deliver the same to the Borrower with a copy thereof to the Agent. Immediately upon the issuance of the Letter of Credit by the Fronting Bank, the Fronting Bank shall be deemed to have sold and transferred to each other Lender, and each such other Lender shall be deemed, and hereby agrees, to have irrevocably and unconditionally purchased and received from the Fronting Bank, without recourse or warranty, an undi- vided interest and a participation in the Letter of Credit, any drawing thereunder, and the obligations of the Borrower hereunder with respect thereto, and any security therefor or guaranty pertaining thereto, in an amount equal to such Lender's ratable share thereof (based upon the ratio its Commitment bears the aggregate of all Commitments). The Fronting Bank shall have the primary obligation to fund any and all draws made with respect to such Letter of Credit notwithstanding any failure of a participating Lender to fund its ratable share of any such draw. The Agent will in- struct the Fronting Bank to make such Letter of Credit available to the Borrower and the Fronting Bank shall make the Letter of Credit available to the Borrower at the Bor- rower's aforesaid address or at such address in the United States as Borrower shall request on the date of the Borrow- ing.

Making of Loans. (i) 2.1.2.0.1. Promptly after receipt of a Notice of Committed Borrowing under Section 2.1(b) (or telephonic notice in lieu thereof), the Administrative Payment and Disbursement Agent shall notify each Lender by facsimile transmission, or other similar form of transmission, of the proposed Borrowing (which notice to the Lenders, in the case of a Borrowing of Eurodollar Rate Loans, shall be at least three (3) Business Days in advance of the proposed Funding Date for such Loans, or four (4) Business Days in the case of an Alternative Currency Loan, or seven (7) Business Days (for a first borrowing) or four (4) Business Days (for a subsequent borrowing), as applicable, in the case of a Committed Loan to a Foreign Qualified Borrower). Subject to Section 2.8(i) with respect to Committed Loans to a Foreign Qualified Borrower, each Each Lender shall deposit an amount equal to its Pro Rata Share of the Borrowing requested by the Borrower or the applicable Qualified Borrower with the Administrative Payment and Disbursement Agent at its office in New York, New York, in immediately available funds in Dollars or Alternative Currency, as applicablefunds, not later than 12:00 noon (New York time), or (x) in the case of a Borrowing of Base Rate Loans for which the Notice of Committed Borrowing was given on such Funding Date, 2:00 p.m. (New York time) or (y) in the case of an Alternative Currency Borrowing, 12:00 noon local time of the Principal Financial Center of the applicable currency, on the respective Funding Date therefor. Subject to the fulfillment of the conditions precedent set forth in Section 6.1 or Section 6.2, as applicable, the Administrative Payment and Disbursement Agent shall make the proceeds of such amounts received by it available to the Borrower or the applicable Qualified Borrower at the Administrative Payment and Disbursement Agent’s 's office in New York, New York on such Funding Date (or on the date received if later than such Funding Date) and shall disburse such proceeds in accordance with the Borrower’s or the applicable Qualified Borrower’s 's disbursement instructions set forth in the applicable Notice of Borrowing. Subject to the provisions of Section 2.8(i) with respect to Committed Loans to a Foreign Qualified Borrower, the The failure of any Lender to deposit the amount described above with the Administrative Payment and Disbursement Agent on the applicable Funding Date shall not relieve any other Lender of its obligations hereunder to make its Committed Loan on such Funding Date. In the event the conditions precedent set forth in Section 6.1 or 6.2 are not fulfilled as of the proposed Funding Date for any Borrowing, the Administrative Payment and Disbursement Agent shall promptly return, by wire transfer of immediately available funds, the amount deposited by each Lender to such Lender.

Making of Loans. (i) Promptly after receipt of a Notice of Committed Borrowing under Section 2.1(b2.1(c) (or telephonic notice in lieu thereof), the Administrative Agent shall notify each applicable Lender by facsimile transmission, or other similar form of written transmission, of the proposed Borrowing (which notice to the Lenders, in the case of a Borrowing of Eurodollar Rate Loans, shall be at least three (3) Business Days in advance of the proposed Funding Date for such Loans, or four (4) Business Days in the case of an Alternative Currency Loan, or seven (7) Business Days (for a first borrowing) or four (4) Business Days (for a subsequent borrowing), as applicable, in the case of a Committed Loan to a Foreign Qualified Borrower). Subject to Section 2.8(i) with respect to Committed Loans to a Foreign Qualified Borrower, each Each Lender shall deposit an amount equal to its applicable Pro Rata Share of the Borrowing requested by the Borrower or the applicable Qualified Borrower Borrowers with the Administrative Agent at its office in New YorkCleveland, New YorkOhio, in immediately available funds in Dollars or Alternative Currency, as applicable, not later than 12:00 noon (New York time), ) (or (x) in the case of a Borrowing of Base Rate Loans for which the Notice of Committed Borrowing was given on such Funding Date, 2:00 p.m. (New York time) or (y) in the case of an Alternative Currency Borrowing, 12:00 noon local time of the Principal Financial Center of the applicable currency, on the respective Funding Date therefor)). Subject to the fulfillment of the conditions precedent set forth in Section 6.1 or Section 6.2, as applicable6.1, the Administrative Agent shall make the proceeds of such amounts received by it available to the Borrower or the applicable Qualified Borrower Borrowers at the Administrative Agent’s office in New YorkCleveland, New York Ohio on such Funding Date (or on the date received if later than such Funding Date) and shall disburse such proceeds in accordance with the Borrower’s or the applicable Qualified Borrower’s Borrowers' disbursement instructions set forth in the applicable Notice of Borrowing. Subject to the provisions of Section 2.8(i) with respect to Committed Loans to a Foreign Qualified Borrower, the The failure of any Lender to deposit the amount described above with the Administrative Agent on the applicable Funding Date shall not relieve any other Lender of its obligations hereunder to make its Committed Loan on such Funding Date. In the event the conditions precedent set forth in Section 6.1 or 6.2 are not fulfilled as of the proposed Funding Date for any Borrowing, the Administrative Agent shall promptly return, by wire transfer of immediately available funds, the amount deposited by each Lender to such Lender.

Making of Loans. (i) Promptly after receipt of a Notice of Committed Borrowing under Section 2.1(b) (or telephonic notice in lieu thereof), the Administrative Payment and Disbursement Agent shall notify each Lender by facsimile transmission, or other similar form of transmission, of the proposed Borrowing (which notice to the Lenders, in the case of a Borrowing Borrow ing of Eurodollar Rate Loans, shall be at least three (3) Business Days in advance of the proposed Funding Date for such Loans, or four (4) Business Days in the case of an Alternative Currency Loan, or seven (7) Business Days (for a first borrowing) or four (4) Business Days (for a subsequent borrowing), as applicable, in the case of a Committed Loan to a Foreign Qualified Borrower). Subject to Section 2.8(i) with respect to Committed Loans to a Foreign Qualified Borrower, each Each Lender shall deposit an amount equal to its Pro Rata Share of the Borrowing requested by the Borrower or the applicable Qualified Borrower with the Administrative Payment and Disbursement Agent at its office in New York, New York, in immediately available funds in Dollars or Alternative Currency, as applicablefunds, not later than 12:00 noon (New York time), or (x) in the case of a Borrowing of Base Rate Loans for which the Notice of Committed Borrowing was given on such Funding Date, 2:00 p.m. (New York time) or (y) in the case of an Alternative Currency Borrowing, 12:00 noon local time of the Principal Financial Center of the applicable currency, on the respective Funding Date therefor. Subject to the fulfillment of the conditions precedent set forth in Section 6.1 or Section 6.2, as applicable, the Administrative Payment and Disbursement Agent shall make the proceeds of such amounts received by it available to the Borrower or the applicable Qualified Borrower at the Administrative Payment and Disbursement Agent’s 's office in New York, New York on such Funding Date (or on the date received if later than such Funding Date) and shall disburse such proceeds in accordance with the Borrower’s or the applicable Qualified Borrower’s disbursement 's disburse ment instructions set forth in the applicable Notice of Borrowing. Subject to the provisions of Section 2.8(i) with respect to Committed Loans to a Foreign Qualified Borrower, the The failure of any Lender to deposit the amount described above with the Administrative Payment and Disbursement Agent on the applicable Funding Date shall not relieve any other Lender of its obligations hereunder to make its Committed Loan on such Funding Date. In the event the conditions precedent set forth in Section 6.1 or 6.2 are not fulfilled as of the proposed Funding Date for any Borrowing, the Administrative Payment and Disbursement Agent shall promptly return, by wire transfer of immediately available funds, the amount deposited by each Lender to such Lender.

Making of Loans. (i) Promptly after receipt of a Notice of Committed Borrowing under Section SECTION 2.1(b) (or telephonic notice in lieu thereof), the Administrative Payment and Disbursement Agent shall notify each Lender by facsimile transmission, or other similar form of transmission, of the proposed Borrowing (which notice to the Lenders, in the case of a Borrowing of Eurodollar Rate Loans, shall be at least three (3) Business Days (or two (2) Business Days in advance the case of the proposed Initial Funding Date for such Loans, or with respect to Loans in Dollars only)(or four (4) Business Days in the case of an Alternative Currency Loan, or seven (7) Business Days (in advance of the proposed Funding Date for a first borrowing) or four (4) Business Days (for a subsequent borrowing), as applicable, in the case of a Committed Loan to a Foreign Qualified Borrowersuch Loans). Subject to Section 2.8(i) with respect to Committed Loans to a Foreign Qualified Borrower, each Each Lender shall deposit an amount equal to its Pro Rata Share of the Borrowing requested by the Borrower or the applicable Qualified Borrower with the Administrative Payment and Disbursement Agent at its office in New YorkStamford, New YorkCT, in immediately available funds in Dollars or Alternative Currency, as applicable, not later than 12:00 noon (New York time), or (x) in the case of a Borrowing of Base Rate Loans for which the Notice of Committed Borrowing was given on such Funding Dateor, 2:00 p.m. (New York time) or (y) in the case of an Alternative Currency Borrowing, 12:00 noon local time of the Principal Financial Center of the applicable currencyprincipal financial center, on the respective Funding Date therefor. Subject to the fulfillment of the conditions precedent set forth in Section SECTION 6.1 or Section SECTION 6.2, as applicable, the Administrative Payment and Disbursement Agent shall make the proceeds of such amounts received by it available to the Borrower or the applicable Qualified Borrower at the Administrative Payment and Disbursement Agent’s 's office in New YorkStamford, New York CT on such Funding Date (or on the date received if later than such Funding Date) and shall disburse such proceeds in accordance with the Borrower’s or the applicable Qualified Borrower’s 's disbursement instructions set forth in the applicable Notice of Borrowing. Subject to the provisions of Section 2.8(i) with respect to Committed Loans to a Foreign Qualified Borrower, the The failure of any Lender to deposit the amount described above with the Administrative Payment and Disbursement Agent on the applicable Funding Date shall not relieve any other Lender of its obligations hereunder to make its Committed Loan on such Funding Date. In the event the conditions precedent set forth in Section SECTION 6.1 or 6.2 are not fulfilled as of the proposed Funding Date for any Borrowing, the Administrative Payment and Disbursement Agent shall promptly return, by wire transfer of immediately available funds, the amount deposited by each Lender to such Lender.

Making of Loans. (i) Promptly after receipt of a the Notice of Committed Borrowing under Section 2.1(b) (or telephonic notice in lieu thereof), the Administrative Agent shall notify each Lender by facsimile transmission, or other similar form of transmission, of the proposed Borrowing (which notice to the Lenders, in the case of a Borrowing of Eurodollar Rate Loans, shall be at least three (3) Business Days in advance of the proposed Funding Date for such Loans, or four (4) Business Days in the case of an Alternative Currency Loan, or seven (7) Business Days (for a first borrowing) or four (4) Business Days (for a subsequent borrowing), as applicable, in the case of a Committed Loan to a Foreign Qualified Borrower). Subject to Section 2.8(i) with respect to Committed Loans to a Foreign Qualified Borrower, each Each Lender shall deposit an amount equal to its Pro Rata Share of the Borrowing requested by the Borrower or the applicable Qualified Borrower with the Administrative Agent at its office in New York, New York, in immediately available funds in Dollars or Alternative Currency, as applicablefunds, not later than 12:00 noon (New York time), or (x) in the case of a Borrowing of Base Rate Loans for which the Notice of Committed Borrowing was given on such Funding Date, 2:00 p.m. (New York time) or (y) in the case of an Alternative Currency Borrowing, 12:00 noon local time of the Principal Financial Center of the applicable currency, on the respective Funding Date therefor. Subject to the fulfillment of the conditions precedent set forth in Section 6.1 or Section 6.2, as applicable6.1, the Administrative Agent shall make the proceeds of such amounts received by it available to the Borrower or the applicable relevant Qualified Borrower Borrower, as applicable, at the Administrative Agent’s 's office in New York, New York on such Funding Date (or on the date received if later than such Funding Date) and shall disburse such proceeds in accordance with the Borrower’s or the applicable 's or, as applicable, such Qualified Borrower’s 's disbursement instructions set forth in the applicable Notice of Borrowing. Subject to the provisions of Section 2.8(i) with respect to Committed Loans to a Foreign Qualified Borrower, the failure of any Lender to deposit the amount described above with the Administrative Agent on the applicable Funding Date shall not relieve any other Lender of its obligations hereunder to make its Committed Loan on such Funding Date. In in the event the conditions precedent set forth in Section 6.1 or 6.2 are not fulfilled as of the proposed Funding Date for any Borrowing, the Administrative Agent shall promptly return, by wire transfer of immediately available funds, the amount deposited by each Lender to such Lender. If the Borrower or such Qualified Borrower, as applicable, has requested the issuance of a Letter of Credit, no later than 12:00 Noon (New York City time) on the date of such issuance as indicated in the notice delivered pursuant to Section 2.1(c), the Fronting Bank shall issue such Letter of Credit in the amount so requested and deliver the same to the Borrower or such Qualified Borrower, as applicable, with a copy thereof to the Agent. Immediately upon the issuance of a Letter of Credit by the Fronting Bank, the Fronting Bank shall be deemed to have sold and transferred to each other Lender, and each such other Lender shall be deemed, and hereby agrees, to have irrevocably and unconditionally purchased and received from the Fronting Bank, without recourse or warranty, an undivided interest and a participation in the Letter of Credit, any drawing thereunder, and the obligations of the Borrower hereunder with respect thereto, and any security therefor or guaranty pertaining thereto, in an amount equal to such Lender's Pro Rata Share thereof. The Fronting Bank shall have the primary obligation to fund any and all draws made with respect to such Letter of Credit notwithstanding any failure of a participating Lender to fund its ratable share of any such draw. The Agent will instruct the Fronting Bank to make such Letter of Credit available to the Borrower or such Qualified Borrower, as applicable, and the Fronting Bank shall make the Letter of Credit available to the Borrower at the Borrower's aforesaid address or to such Qualified Borrower at its address, as applicable, in the United States as Borrower or such Qualified Borrower, as applicable, shall request on the date of the Borrowing.

Making of Loans. (i) Promptly after receipt of a Notice of Committed Borrowing under Section 2.1(b) (or telephonic notice in lieu thereof), the Administrative Agent shall notify each Lender by facsimile transmission, or other similar form of transmission, of the proposed Borrowing (which notice to the Lenders, in the case of a Borrowing of Eurodollar Rate Loans, shall be at least three (3) Business Days in advance of the proposed Funding Date for such Loans, or four (4) Business Days in the case of an Alternative Currency Loan, or seven (7) Business Days (for a first borrowing) or four (4) Business Days (for a subsequent borrowing), as applicable, in the case of a Committed Loan to a Foreign Qualified Borrower). Subject to Section 2.8(i) with respect to Committed Loans to a Foreign Qualified Borrower, each Each Lender shall deposit an amount equal to its Pro Rata Share of the Borrowing requested by the Borrower or the applicable Qualified Borrower with the Administrative Agent at its office in New YorkChicago, New York, Illinois in immediately available funds in Dollars or Alternative Currency, as applicablefunds, not later than 12:00 noon 11:00 a.m. (New York time), or (x) in the case of a Borrowing of Base Rate Loans for which the Notice of Committed Borrowing was given on such Funding Date, 2:00 p.m. (New York Chicago time) or (y) in the case of an Alternative Currency Borrowing, 12:00 noon local time of the Principal Financial Center of the applicable currency, on the respective Funding Date therefor. Subject to the fulfillment of the conditions precedent set forth in Section 6.1 or Section 6.2, as applicable, the Administrative Agent shall make the proceeds of such amounts received by it available to the Borrower or the applicable Qualified Borrower at the Administrative Agent’s 's office in New YorkChicago, New York Illinois on such Funding Date (or on the date received if later than such Funding Date) and shall disburse such proceeds in accordance with the Borrower’s or the applicable Qualified Borrower’s 's disbursement instructions set forth in the applicable Notice of Borrowing. Subject to the provisions of Section 2.8(i) with respect to Committed Loans to a Foreign Qualified Borrower, the The failure of any Lender to deposit the amount described above with the Administrative Agent on the applicable Funding Date shall not relieve any other Lender of its obligations hereunder to make its Committed Loan on such Funding Date. In the event the conditions precedent set forth in Section 6.1 or 6.2 Section 6.2, as applicable, are not fulfilled as of the proposed Funding Date for any Borrowing, the Administrative Agent shall promptly returnreturn to each Lender, by wire transfer of immediately available funds, the amount deposited by each Lender to such Lender.