Common use of Disbursement of Funds Clause in Contracts

Disbursement of Funds. All Revolving Loans shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that neither Administrative Agent nor any Lender shall be responsible for any default by any other Lender in that other Lender’s obligation to make a Revolving Loan requested hereunder nor shall the amount of the Commitment of any Lender to make the particular Type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender’s obligation to make a Revolving Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Revolving Borrowing pursuant to subsection 2.1A (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender for that Type of Loan or Swing Line Lender, as the case may be, of the proposed borrowing. Each such Lender (other than Swing Line Lender) shall make the amount of its Revolving Loan available to Administrative Agent not later than 1:00 P.M. (Minneapolis time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 3:00 P.M. (Minneapolis time) on the applicable Funding Date, in each case in same day funds in Dollars, at the Funding and Payment Office. Except as provided in subsection 2.1A(ii) and subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 and 4.2, Administrative Agent shall make the proceeds of such Revolving Loans available to Company on the applicable Funding Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Revolving Loans received by Administrative Agent from Lenders to be credited to the account of Company at the Funding and Payment Office. Unless Administrative Agent shall have been notified by any Lender prior to a Funding Date that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s Revolving Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent’s demand therefor, Administrative Agent shall promptly notify Company and Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and Revolving Loans shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that neither Administrative Agent nor any Lender shall be responsible for any default by any other Lender in that such other Lender’s obligation to make a Revolving Loan requested hereunder nor shall the amount of the Commitment of any Lender to make the particular Type type of Loan requested or Pro Rata Share of any Lender be increased or decreased as a result of a default by any other Lender in that such other Lender’s obligation to make a Revolving Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Revolving Borrowing pursuant to subsection 2.1A 2.1B (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender for that Type type of Loan or Swing Line Lender, as the case may be, of the proposed borrowing. Each such Lender (other than Swing Line Lender) shall make the amount of its Revolving Loan available to Administrative Agent not later than 1:00 P.M. 12:00 Noon (Minneapolis New York City time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 3:00 2:00 P.M. (Minneapolis New York City time) on the applicable Funding Date, in each case in same day funds in Dollars, at the Funding and Payment Office. Except as provided in subsection 2.1A(ii2.1A(iii) and subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date) and 4.24.2 (in the case of all Loans), Administrative Agent shall make the proceeds of such Revolving Loans available to Company on the applicable Funding Date by causing an amount of same day funds in Dollars Dollars, equal to the proceeds of all such Revolving Loans received by Administrative Agent from Lenders to be credited to the account of Company at the Funding and Payment Office. Unless Administrative Agent shall have been notified by any Lender prior to a Funding Date that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s Revolving Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent’s demand therefor, Administrative Agent shall promptly notify Company and Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and Revolving Loans shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that neither Administrative Agent nor any Lender shall be responsible for any default by any other Lender in that other Lender’s obligation to make a Revolving Loan requested hereunder nor shall the amount of the Commitment of any Lender to make the particular Type type of Loan requested be increased or decreased as a result of a default by any other Lender in that other LenderXxxxxx’s obligation to make a Revolving Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Revolving Borrowing pursuant to subsection 2.1A Section 2.1(b) (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender for that Type type of Loan or Swing Line Lender, as the case may be, of the proposed borrowing. Each such Lender (other than Swing Line Lender) shall make the amount of its Revolving Loan available to Administrative Agent not later than 1:00 P.M. 12:00 Noon (Minneapolis New York City time) on the applicable Funding Date, Date in same day funds in Dollars at the Funding and Payment Office. Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent in Dollars not later than 3:00 1:00 P.M. (Minneapolis New York City time) on the applicable Funding Date, in each case Date in same day funds in Dollars, at the Funding and Payment Office. Except as provided in subsection 2.1A(iiSection 2.1(a)(iii) and subsection 3.3B Section 10.3(b) with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 Section 3.1 (in the case of Loans made on the Effective Date), Section 3.2 and 4.2Section 3.4, Administrative Agent shall make the proceeds of such Revolving Loans available to Company on the applicable Funding Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Revolving Loans received by Administrative Agent from the Lenders to be credited to the account of Company at the Funding and Payment Office. Unless Administrative Agent shall have been notified by any Lender prior to a Funding Date that such Lender does not intend to make available to Administrative Agent the amount of such LenderXxxxxx’s Revolving Loan requested on such Funding Date, Administrative Agent may assume that such Lender Xxxxxx has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall promptly notify Company and shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent’s demand therefor, Administrative Agent shall promptly notify Company and Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C Section 2.1(c) shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company may have against any Lender as a result of any default by such Lender hereunderXxxxxx xxxxxxxxx.

Disbursement of Funds. All Term Loans and Revolving Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that neither Administrative Agent nor any no Lender shall be responsible for any default by any other Lender in that other Lender’s 's obligation to make a Revolving Loan requested hereunder nor shall the amount of the Commitment of any Lender to make the particular Type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender’s 's obligation to make a Revolving Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Revolving Borrowing pursuant to subsection 2.1A 2.1B (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender for that Type of Loan or Swing Line Lender, as the case may be, of the proposed borrowing. Each such Lender (other than Swing Line Lender) shall make the amount of its Revolving Loan available to Administrative Agent in the Applicable Currency not later than 1:00 P.M. (Minneapolis New York City time) on the applicable Funding DateDate in the case of Loans other than Sterling Loans, and not later than 11:00 A.M. (London time) on the applicable Funding Date in the case of Sterling Loans, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 3:00 P.M. (Minneapolis 2:00 P.M.(New York City time) on the applicable Funding Date, in each case in same day funds in DollarsDollars (or Sterling, in the case of Sterling Loans), at the Funding and Payment OfficeOffice for such Loans. Except as provided in subsection 2.1A(ii2.1A(v) and or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date) and 4.24.2 (in the case of all Loans), Administrative Agent shall make the proceeds of such Revolving Loans available to Company the applicable Borrower on the applicable Funding Date by causing an amount of same day funds in Dollars (or Sterling, in the case of Sterling Loans) equal to the proceeds of all such Revolving Loans received by Administrative Agent from Lenders or Swing Line Lender, as the case may be, to be credited to the account of Company the applicable Borrower at the Funding and Payment OfficeOffice for such Loans. Unless Administrative Agent shall have been notified by any Lender prior to a the Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s Revolving 's Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Company the applicable Borrower a corresponding amount in the Applicable Currency on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative AgentAgent in the Applicable Currency, (i) for amounts in Dollars, at the customary rate set by Administrative Agent for the correction of errors among banks Federal Funds Effective Rate for three Business Days and thereafter at the Base RateRate or (ii) for amounts in Sterling, at Administrative Agent's cost of funds as determined by Administrative Agent and notified to such Lender for amounts in Sterling. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent’s 's demand therefor, Administrative Agent shall promptly notify Company the applicable Borrower, and Company the applicable Borrower shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, all in the Applicable Currency, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans in the case of Dollar Loans and at the rate otherwise payable pursuant to subsection 2.2A in the case of Sterling Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company any Borrower may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Subject to subsection 2.12, all Revolving Loans shall be made by Revolving Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that neither Administrative Agent nor any Lender shall be responsible for any default by any other Lender in that such other Lender’s obligation to make a Revolving Loan requested hereunder nor shall the amount of the Commitment of any Lender to make the particular Type type of Loan requested or Pro Rata Share of any Lender be increased or decreased as a result of a default by any other Lender in that such other Lender’s obligation to make a Revolving Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Revolving Borrowing pursuant to subsection 2.1A 2.1B (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender for that Type type of Loan or Swing Line Lender, as the case may be, of the proposed borrowingborrowing (including amount and currency and the applicable Borrower). Each such Lender (other than Swing Line Lender) shall make the amount of its Revolving Loan available to Administrative Agent on the applicable Funding Date in Same Day Funds at the Funding and Payment Office for the applicable currency (i) not later than 1:00 P.M. (Minneapolis New York City time) for any Loan denominated in Dollars and (ii) not later than the Applicable Time specified by Administrative Agent in the case of any Loan in an Alternative Currency. Unless the Swing Line Lender has received notice (by telephone or in writing) from Administrative Agent (including at the request of any Revolving Lender) prior to 2:00 P.M. (New York City time) on the applicable Funding DateDate (i) directing Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the last paragraph of subsection 2.1A(ii) or (ii) that one or more of the applicable conditions specified in Section 4 is not then satisfied, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent Company not later than 3:00 P.M. (Minneapolis New York City time) on the applicable Funding Date, in each case in same day funds in Dollars, Date by crediting the account of Company at the Funding and Payment Office. Except as provided in subsection 2.1A(ii2.1A(iii) and subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date) and 4.24.2 (in the case of all Loans), Administrative Agent shall make the proceeds of such Revolving Loans all funds so received by Administrative Agent available to Company the applicable Borrower on the applicable Funding Date either by (a) causing an amount of same day funds Same Day Funds in Dollars equal to the proceeds of all such Revolving Loans received by Administrative Agent from Lenders to be credited to the account of Company the applicable Borrower at the Funding and Payment OfficeOffice or (b) wire transfer of such funds, in each case in accordance with instructions provided to Administrative Agent by the applicable Borrower; provided, however, that if, on the date the Notice of Borrowing is given by a Borrower, there are unreimbursed drawings under any Letter of Credit outstanding that have not been refinanced as Revolving Loans, then the proceeds of such requested Loans, first, shall be applied to the payment in full of any such unreimbursed drawings, and second, shall be made available to the applicable Borrower as provided above. Unless Administrative Agent shall have been notified by any Lender prior to a Funding Date (or, in the case of a Notice of Borrowing for Base Rate Loans, prior to 12:00 Noon (New York City time) on such Funding Date) that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s Revolving Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Company the applicable Borrower a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If if such Lender does not pay such corresponding amount forthwith upon Administrative Agent’s demand therefor, Administrative Agent shall promptly notify Company the Borrowers and Company the Borrowers shall immediately pay such corresponding amount to Administrative Agent in immediately available funds together with interest thereon, for each day from and including such Funding Date until but excluding the date such amount is paid to Administrative Agent, at (1) in the case of payment to be made by such Lender, the Overnight Rate, plus any administrative, processing or similar fees customarily charged by Administrative Agent in connection with the foregoing, and (2) in the case of payment made by the Borrowers, at the rate payable under this Agreement for Base Rate Loans. If the Borrowers and such Lender shall pay such interest to Administrative Agent for the same or an overlapping period, Administrative Agent shall promptly remit to the applicable Borrower the amount of such interest paid by such Borrower for such period. Any payment by the Borrowers shall be without prejudice to any claim the Borrowers may have against a Lender that shall have failed to make such payment to Administrative Agent. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Revolving Excluding Swingline Loans shall be made by Lenders simultaneously and proportionately until such time as Borrower has failed to their respective Pro Rata Shares, it being understood that neither Administrative Agent nor any reimburse Swingline Lender shall be responsible for any default by any other Lender in that other Lender’s obligation to make a Revolving Loan requested hereunder nor shall the amount of the Commitment of any Lender to make the particular Type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender’s obligation to make a Revolving Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Revolving Borrowing upon demand pursuant to subsection 2.1A (or telephonic notice in lieu thereofSubsection 1.1(F)(iv), Administrative Agent shall notify advise each Lender for that Type by facsimile, e-mail or other method of Loan or Swing Line Lender, as the case may be, delivery of the proposed borrowing. Each such Lender (other than Swing Line Lender) shall make the amount notice permitted by Subsection 9.3 of its Revolving Loan available to Administrative Agent not later than 1:00 P.M. (Minneapolis time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 3:00 P.M. (Minneapolis time) on the applicable Funding Date, in each case in same day funds in Dollars, at the Funding and Payment Office. Except as provided in subsection 2.1A(ii) and subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 and 4.2, Administrative Agent shall make the proceeds of such Revolving Loans available to Company on the applicable Funding Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Revolving Loans received by Administrative Agent from Lenders to be credited to the account of Company at the Funding and Payment Office. Unless Administrative Agent shall have been notified by any Lender prior to a Funding Date that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s Revolving Pro Rata Share of any Revolver Loan requested by Borrower no later than 11:00 a.m. (Denver, Colorado time) at least two Business Days immediately preceding the Funding Date applicable thereto (in the case of LIBOR Loans), otherwise no later than 2:00 p.m. (Denver, Colorado time) on the Business Day immediately preceding the Funding Date applicable thereto, and each such Funding Date, Lender shall pay Administrative Agent may assume that such Lender has made Lender’s Pro Rata Share of such amount available requested Revolver Loan, in same day funds, by wire transfer to Administrative Agent on such Funding Date and Administrative Agent mayAgent’s account by no later than 11:00 a.m. (Denver, in its sole discretion, but shall not be obligated to, make available to Company a corresponding amount Colorado time) on such Funding Date. If such corresponding any Lender fails to pay the amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount its Pro Rata Share forthwith upon Administrative Agent’s demand therefordemand, Administrative Agent shall promptly notify Company Borrower, and Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereonshall disburse to Borrower, for each day from by wire transfer of immediately available funds, that portion of such Funding Date until the date Loan as to which Administrative Agent has received funds. In such amount is paid to event, Administrative Agent may, on behalf of any Lender not timely paying Administrative Agent, at disburse funds to Borrower for Loans requested, subject to the rate payable under this Agreement provisions of Subsection 8.4(B). Each such Lender shall reimburse Administrative Agent on demand for Base Rate Loansall funds disbursed on its behalf by Administrative Agent. Nothing in this subsection 2.1C Subsection 8.3 or elsewhere in this Agreement or the other Loan Documents, including the provisions of Subsection 8.4, shall be deemed to require Administrative Agent (or any other Lender) to advance funds on behalf of any Lender or to relieve any Lender from its obligation to fulfill its Commitments commitments hereunder or to prejudice any rights that Company Administrative Agent or Borrower may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Revolving Loans and all participations purchased under this Agreement shall be made by the Revolving Loan Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that neither Administrative Agent nor any no Lender shall be responsible for any default by any other Lender in that other Lender’s obligation to make a Revolving Loan requested hereunder nor shall the amount of the Commitment of any Lender to make the particular Type type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender’s obligation to make a Revolving Loan requested hereunder. Promptly after receipt by the Administrative Agent of a Notice of Borrowing with respect to a Revolving Borrowing Loan pursuant to subsection 2.1A Section 2.1B (or telephonic notice in lieu thereof), the Administrative Agent shall notify each Lender for that Type of Loan or the Swing Line Lender, as the case may be, of the proposed borrowingborrowing and of the amount of such Lender’s Pro Rata Share of the applicable Revolving Loans. Each such Lender (other than Swing Line Lender) shall make the amount of its Revolving Loan available to the Administrative Agent in the applicable currency not later than 1:00 P.M. 12:00 p.m. (Minneapolis New York time) on the applicable Funding Date, Date in same-day funds at the Funding and Payment Office. The Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent the Borrowers in the applicable currency not later than 3:00 P.M. p.m. (Minneapolis New York time) on the applicable Funding Date, Date in each case in same same-day funds in Dollarsfunds, at the applicable Funding and Payment Office. Except , except as provided in subsection Section 2.1A(ii) and subsection or Section 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any the applicable Issuing Lender Bank for the amount of a drawing under a Letter of Credit issued by it, upon an Unpaid Drawing. Upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 and Section 4.2, the Administrative Agent shall make the proceeds of such Revolving Loans in the applicable currency available to Company the Borrowers on the applicable Funding Date by causing an amount of same same-day funds in Dollars equal to the proceeds of all such Revolving Loans received by the Administrative Agent from Lenders the Lenders, to be credited to the account of Company the Borrowers at the Funding and Payment Office. Unless the Administrative Agent shall have been notified by any received notice from a Lender prior to a the Funding Date for any Loans that such Lender does will not intend to make available to the Administrative Agent the amount of such Lender’s Revolving Loan requested on such Funding Date, the Administrative Agent may assume that such Lender has made such amount share available to Administrative Agent on such Funding Date date in accordance with Section 2.1A and Administrative Agent may, in its reliance upon such assumption and in the Administrative Agent’s sole discretion, but shall not be obligated to, make available to Company the Borrowers a corresponding amount on such Funding Date. If In such corresponding amount is event, if a Lender has not in fact made its share of the applicable Loan available to the Administrative Agent by such Lenderon the Funding Date, then the applicable Lender and the Borrowers severally agree to pay to the Administrative Agent shall be entitled to recover forthwith on demand such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until and including the date such amount is paid made available to the Borrowers to but excluding the date of payment to the Administrative Agent, at (i) in the customary case of a payment to be made by such Lender, for the first three (3) days, at a rate set determined by the Administrative Agent in accordance with banking industry rules on interbank compensation and, thereafter, the greater of (x) in the case of U.S. Loans, the Base Rate, and in the case of Canadian Loans, the Canadian Prime Rate, and (y) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation and (ii) in the case of a payment to be made by a Borrower, the interest rate applicable to Base Rate Loans or Canadian Prime Rate Loans, as the case may be, of the applicable Class. If a Borrower and such Lender shall pay such interest to the Administrative Agent for the correction same or an overlapping period, the Administrative Agent shall promptly remit to the Borrowers the amount of errors among banks such interest paid by the Borrowers for three Business Days and thereafter at the Base Ratesuch period. If such Lender does not pay pays such corresponding amount forthwith upon to the Administrative Agent, then such amount shall constitute such Lender’s demand thereforLoan included in such borrowing. Nothing in this paragraph shall relieve any Lender of its obligation to fulfill its commitments hereunder and Borrowers shall be without prejudice to any claim any Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent. Subject to Section 3.3B, unless the Administrative Agent shall promptly notify Company and Company shall immediately pay such corresponding amount have received notice from the Borrowers prior to the date on which any payment is due to the Administrative Agent together for the account of the Lenders and the applicable Issuing Bank hereunder that the Borrowers will not make such payment, the Administrative Agent may assume that the Borrowers have made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or such Issuing Bank, as the case may be, the amount due. In such event, if the Borrowers have not in fact made such payment, then each of the Lenders or such Issuing Bank, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or such Issuing Bank, with interest thereon, for each day from such Funding Date until and including the date such amount is paid distributed to it to but excluding the date of payment to the Administrative Agent, for the first three days, at a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation and, thereafter, at the greater of (i) in the case of U.S. Loans, the Base Rate, and in the case of Canadian Loans, the Canadian Prime Rate, and (ii) a rate payable under this Agreement for Base Rate Loans. Nothing determined by the Administrative Agent in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company may have against any Lender as a result of any default by such Lender hereunderaccordance with banking industry rules on interbank compensation.

Disbursement of Funds. All Revolving Loans shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that neither Administrative Agent nor any Lender shall be responsible for any default by any other Lender in that other Lender’s 's obligation to make a Revolving Loan requested hereunder nor shall the amount of the Commitment of any Lender to make the particular Type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender’s 's obligation to make a Revolving Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Revolving Borrowing pursuant to subsection 2.1A (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender for that Type of Loan or Swing Line Lender, as the case may be, of the proposed borrowing. Each such Lender (other than Swing Line Lender) shall make the amount of its Revolving Loan available to Administrative Agent in Same Day Funds in the applicable Designated Currency requested by the Company not later than 1:00 P.M. (Minneapolis New York time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent in Same Day Funds in Dollars not later than 3:00 4:00 P.M. (Minneapolis New York time) on the applicable Funding Date, in each case in same day funds in Dollars, at the Funding and Payment Office. Except as provided in subsection 2.1A(ii) and subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any the Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 and 4.2, Administrative Agent shall make the proceeds of such Revolving Loans advanced to it as set forth above available to Company on the applicable Funding Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Revolving Loans received by Administrative Agent from Lenders to be credited to the account of Company at the Funding and Payment Office. Unless Administrative Agent shall have been notified by any Lender prior to a Funding Date that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s 's Revolving Loan requested on such Funding DateDate in the applicable currency, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date in the applicable currency and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Company a corresponding amount on such Funding Date. If such corresponding amount in the applicable currency is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount in the applicable currency on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount in the applicable currency forthwith upon Administrative Agent’s 's demand therefor, Administrative Agent shall promptly notify Company and Company shall immediately pay such corresponding amount to Administrative Agent in the applicable currency together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. (i) All Term Loans and Revolving Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that neither Administrative Agent nor any no Lender shall be responsible for any default by any other Lender in that other Lender’s 's obligation to make a Term Loan or a Revolving Loan requested hereunder nor shall the amount of the Commitment of any Lender to make the particular Type type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender’s 's obligation to make a Revolving Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Revolving Borrowing pursuant to subsection 2.1A 2.1F (or telephonic notice in lieu thereof)) or the deemed receipt of a Notice of Borrowing pursuant to subsection 2.8D, Administrative Agent shall notify each Lender for that Type of Loan or Swing Line Lender, as the case may be, of the proposed borrowing. Each such Lender (other than Swing Line Lender) shall make the amount of its Revolving Loan available to Administrative Agent not later than 1:00 P.M. (Minneapolis time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Term Loan and Revolving Loan available to Administrative Agent Agent, in Same Day Funds, at the Domestic Funding and Payment Office not later than 3:00 P.M. 12:00 noon (Minneapolis New York time) on the applicable Funding Date, in each case in same day funds in Dollars, at the Funding and Payment Office. Except as provided in subsection 2.1A(ii) and subsection 3.3B 2.1B (with respect to Revolving Loans used the repayment of the Domestic Overdraft Amount), in subsection 2.8D (with respect to repay the reimbursement of amounts drawn under Letters of Credit) and in subsection 2.1C(ii) (with respect to payment of Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by itOffshore Loans), upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 3.1 (in the case of the initial Loans) and 4.23.2 (in the case of all Loans), Administrative Agent shall make the proceeds of such Term Loans and Revolving Loans available to Company on the applicable such Funding Date by causing an amount of same day funds in Dollars Same Day Funds equal to the proceeds pro- ceeds of all such Term Loans and Revolving Loans received by Administrative Agent from Lenders to be credited to the account of Company at the Funding and Payment Office. Unless Administrative Agent shall have been notified by any Lender prior to a Funding Date that such Lender does not intend to make available to Administrative Agent the amount office of such Lender’s Revolving Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent’s demand therefor, Administrative Agent shall promptly notify Company and Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Revolving (i) Subject to this subsection 2.1C and subsection 2.1D, all Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that neither Administrative Agent nor any Lender shall be responsible for any default by any other Lender in that other Lender’s obligation to make a Revolving Loan requested hereunder nor shall the amount of the Commitment of any Lender to make the particular Type type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender’s obligation to make a Revolving Loan requested hereunder. Promptly after (ii) Upon receipt by Administrative Agent of a Notice of Revolving Borrowing pursuant to subsection 2.1A 2.1B (or telephonic notice in lieu thereof) for Revolving Loans that consist of Base Rate Loans and, subject to the provisions set forth in the immediately succeeding paragraph, upon satisfaction or waiver of the conditions precedent specified in subsection 4.2, Daily Funding Lender shall, without prior notice to the other Lenders, make such Revolving Loans for its own account on the applicable Funding Date (subject to settlement with the other Lenders in accordance with subsection 2.1D) by making the proceeds of such Revolving Loans available to Borrower on such Funding Date by causing an amount of same day funds equal to the proceeds of such Revolving Loans to be credited to the account of Borrower at the Funding and Payment Office. Such Revolving Loans shall constitute Revolving Loans by Daily Funding Lender for all purposes under the Loan Documents, subject to settlement with the other Lenders pursuant to subsection 2.1D. All interest accrued on any such Revolving Loans from the date made by Daily Funding Lender to the Settlement Date with respect thereto shall be for Daily Funding Lender’s own account. Daily Funding Lender shall make Revolving Loans for its own account pursuant to this subsection 2.1C(ii) notwithstanding the fact that the principal amount of such Revolving Loans, when added to the aggregate principal amount of Daily Funding Lender’s Revolving Loans then outstanding, may exceed Daily Funding Lender’s Revolving Loan Commitment then in effect; provided that such Revolving Loans shall at all times be Obligations owed to Daily Funding Lender under this Agreement; and provided further that in no event shall the aggregate principal amount of all Revolving Loans, including such Revolving Loans, outstanding at any time exceed the aggregate Revolving Loan Commitments then in effect minus the Letter of Credit Usage as of such time. Notwithstanding anything in this Agreement to the contrary, if the conditions precedent specified in subsection 4.2 cannot be fulfilled with respect to any proposed Revolving Loans that consist of Base Rate Loans, Borrower shall, in its Notice of Borrowing or otherwise, give immediate written notice thereof (specifying the circumstances which prevent the conditions precedent from being fulfilled) to Agent, with a copy to each Lender, and Daily Funding Lender may (and each Lender hereby authorizes Daily Funding Lender to), Administrative but is not obligated to, continue to make Revolving Loans that are Base Rate Loans for 5 Business Days from the date Agent first receives such notice, or until sooner instructed by Requisite Lenders to cease making such Revolving Loans (the “Daily Funding Lender Discretionary Period”); provided, however, that the aggregate outstanding amount of such Revolving Loans made by Daily Funding Lender shall not exceed $25,000,000 at any time. Once notice is given by Borrower that circumstances exist which prevent the conditions precedent to borrowing from being fulfilled, no additional notice with respect to the same circumstances will be effective to commence a new Daily Funding Lender Discretionary Period. (iii) Promptly after receipt by Agent of a Notice of Borrowing pursuant to subsection 2.1B (or telephonic notice in lieu thereof) for any Loans (other than for Revolving Loans that consist of Base Rate Loans), Agent shall notify each Lender for that Type of Loan or Swing Line Lender, as the case may be, of the proposed borrowing. Each such Lender (other than Swing Line Lender) shall shall, subject to the next paragraph, make the amount of its Revolving Loan available to Administrative Agent Agent, in the currency of such Loan, at the Funding and Payment Office, not later than 1:00 P.M. 12:00 Noon (Minneapolis New York City time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 3:00 P.M. (Minneapolis time) on the applicable Funding Date, in each case in same day funds in Dollars, at the Funding and Payment Office. Except as provided in subsection 2.1A(ii) and subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, and, subject to the provisions set forth in the immediately preceding paragraph, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 and subsection 4.2, Administrative Agent shall make the proceeds of such Revolving Loans available to Company Borrower on the applicable Funding Date by causing an amount of same day funds in Dollars the currency of such Loans equal to the proceeds of all such Revolving Loans received by Administrative Agent from Lenders to be credited to the account of Company Borrower at the Funding and Payment Office. Unless Administrative Agent shall have been notified by any Lender prior to a the Funding Date for any Loans pursuant to this subsection 2.1C that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s Revolving Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Company Borrower a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the customary rate set by Administrative Agent for the correction of errors among banks banks, but not to exceed the Federal Funds Effective Rate, for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent’s demand therefor, Administrative Agent shall promptly notify Company Borrower and Company Borrower shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company Borrower may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Revolving Loans shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that neither Administrative Agent nor any Lender shall be responsible for any default by any other Lender in that other Lender’s obligation to make a Revolving Loan requested hereunder nor shall the amount of the Commitment of any Lender to make the particular Type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender’s obligation to make a Revolving Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Revolving Borrowing pursuant to subsection 2.1A (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender for that Type of Loan or Swing Line Lender, as the case may be, of the proposed borrowing. Each such Lender (other than Swing Line Lender) shall make the amount of its Revolving Loan available to Administrative Agent not later than 1:00 P.M. (Minneapolis time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 3:00 4:30 P.M. (Minneapolis time) on the applicable Funding Date, in each case in same day funds in Dollars, at the Funding and Payment Office. Except as provided in subsection 2.1A(ii) and subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 and 4.2, Administrative Agent shall make the proceeds of such Revolving Loans available to Company on the applicable Funding Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Revolving Loans received by Administrative Agent from Lenders to be credited to the account of Company at the Funding and Payment Office. Unless Administrative Agent shall have been notified by any Lender prior to a Funding Date that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s Revolving Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent’s demand therefor, Administrative Agent shall promptly notify Company and Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company may have against any Lender as a result of any default by such Lender hereunder.interest

Disbursement of Funds. All Revolving Loans shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that 46 CREDIT AGREEMENT neither the Administrative Agent nor any Lender shall be responsible for any default by any other Lender in that other Lender’s 's obligation to make a Revolving Loan requested hereunder nor shall the amount of the Commitment of any Lender to make the particular Type type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender’s 's obligation to make a Revolving Loan requested hereunder. Promptly after receipt by the Administrative Agent of a Notice of Revolving Borrowing pursuant to subsection 2.1A 2.1B (or telephonic notice in lieu thereof), the Administrative Agent shall notify each Lender for that Type type of Loan or Swing Line Lender, as the case may be, of the proposed borrowing. Each such Lender (other than Swing Line Lender) shall make the amount of its Revolving Loan available to the Administrative Agent not later than 1:00 2:00 P.M. (Minneapolis New York City time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 3:00 P.M. (Minneapolis time) on the applicable Funding Date, in each case in same day funds in Dollars, at the Funding and Payment Office. Except as provided in subsection 2.1A(ii) and or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by itit or any Designated Issuer and with respect to any Swing Line Loans, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of the initial Loans) and 4.24.2 (in the case of all Loans), the Administrative Agent shall make the proceeds of such Revolving Loans available to the Company on the applicable Funding Date by causing an amount of in same day funds in Dollars equal to the proceeds of all such Revolving Loans received by the Administrative Agent from Lenders to be credited Lenders. In the case of Swing Line Loans, upon satisfaction or waiver of the conditions precedent specified in subsection 4.2, Swing Line Lender shall make the amount of its Swing Line Loan available to the account Company promptly on the applicable Funding Date, in same day funds in Dollars and pursuant to the instructions in the Notice of Company at the Funding and Payment OfficeBorrowing for such Swing Line Loan. Unless the Administrative Agent shall have been notified by any Lender prior to a Funding Date for any Loans that such Lender does not intend to make available to the Administrative Agent the amount of such Lender’s Revolving 's Loan requested on such Funding Date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such Funding Date and the Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to the Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to the Administrative Agent, at the customary federal funds rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s 's demand therefor, the Administrative Agent shall promptly notify the Company and the Company shall immediately pay such corresponding amount to the Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to the Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that the Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. (i) All Domestic Tranche C Term Loans, Tranche D Term Loans, French Tranche C1 Term Loans, French Tranche C2 Term Loans, French Tranche C3 Term Loans, Revolving Loans and Offshore Revolving Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata SharesShares of the Domestic Tranche C Term Loan Commitments, Tranche D Term Loan Commitments, French Tranche C1 Term Loan Commitments, French Tranche C2 Term Loan Commitments, French Tranche C3 Term Loan Commitments, Revolving Loan Commitments, Australian Revolving Loan Commitments, Canadian Revolving Loan Commitments, Italian Revolving Loan Commitments or UK Revolving Loan Commitments, as the case may be, it being understood that neither Administrative Agent nor any no Lender shall be responsible for any default by any other Lender in that other Lender’s obligation to make a Term Loan, a Revolving Loan or an Offshore Revolving Loan requested hereunder nor shall the amount of the Commitment of any Lender to make the particular Type type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender’s obligation to make a Revolving Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Revolving Borrowing pursuant to subsection 2.1A 2.1E (or telephonic notice in lieu thereof)) or the deemed receipt of a Notice of Borrowing pursuant to subsection 2.8D, Administrative Agent shall notify each Lender for that Type of Loan or Swing Line Lender, as the case may be, of the proposed borrowing. Each such Lender (other than Swing Line Lender) shall make Except as provided in the amount of its Revolving Loan available to Administrative Agent not later than 1:00 P.M. (Minneapolis time) on the applicable Funding Datenext succeeding sentence for Lenders designating a UK Lending Office, and Swing Line each Lender shall make the amount of its Swing Line Term Loan, Revolving Loan or Offshore Revolving Loan available to Administrative Agent Agent, in Same Day Funds, at the Domestic Funding and Payment Office not later than 3:00 P.M. 12:00 noon (Minneapolis New York time) on the applicable Funding Date. Each Lender which has designated a UK Lending Office shall make the amount of its UK Revolving Loans available to UK Administrative Agent, in each case in same day funds in DollarsSame Day Funds, at the UK Funding and Payment OfficeOffice not later than 12:00 noon (London time) on the Funding Date. Except From and after the Second Restatement Date, except as provided in subsection 2.1A(ii) and subsection 3.3B 2.1B (with respect to Revolving the repayment of the Domestic Overdraft Amount), subsection 2.1D(ii) (with respect to the repayment of any Offshore Overdraft Amount), subsection 2.4B(ii)(d) (with respect to repayments of Term Loans used out of the Acquisition Sublimit), subsection 2.4B(ii)(e) (with respect to repay Refunded Swing Line the repayment of Term Loans or out of the Existing Holdings Senior Notes Redemption Sublimit) and in subsection 2.8D (with respect to reimburse any Issuing Lender for the amount reimbursement of a drawing amounts drawn under a Letter Letters of Credit issued by itCredit), upon the satisfaction or waiver of the conditions precedent specified in subsections 4.1 and 4.2subsection 3.2, Administrative Agent shall make the proceeds of such Revolving Loans, Offshore Revolving Loans and Term Loans available to Company the Borrower requesting such Revolving Loans, Offshore Revolving Loans and Term Loans on the applicable such Funding Date by causing an amount of same day funds in Dollars Same Day Funds equal to the proceeds of all such Revolving Loans or Offshore Revolving Loans received by Administrative Agent from Lenders to be credited to the account of Company such Borrower at such office of Administrative Agent; provided that UK Administrative Agent shall make the proceeds of funds received from Lenders pursuant to the immediately preceding sentence available to United Glass on such Funding Date by causing an amount of Same Day Funds equal to such proceeds to be credited to the account of United Glass at the UK Funding and Payment Office. Unless Administrative Agent shall have been notified by any Lender prior to a Funding Date that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s Revolving Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent’s demand therefor, Administrative Agent shall promptly notify Company and Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Revolving Loans (other than Swing Line Loans) under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata SharesShares of the Tranche A Term Loan Commitment and the Revolving Loan Commitment, as the case may be, it being understood that neither Administrative Agent nor any no Lender shall be responsible for any default by any other Lender in that other Lender’s 's obligation to make a Revolving Loan requested hereunder nor shall the amount of the Commitment of any Lender to make the particular Type type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender’s 's obligation to make a Revolving Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Revolving Borrowing pursuant to subsection 2.1A 2.1B (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender for that Type of Loan or Swing Line Lender, as the case may be, of the proposed borrowing. Each such Lender (other than Swing Line Lender) shall make the amount of its Revolving Loan available to Administrative Agent not later than 1:00 P.M. (Minneapolis New York City time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 3:00 2:00 P.M. (Minneapolis New York City time) on the applicable Funding Date, in each case in same day funds in Dollars, at the Funding and Payment Office. Except as provided in subsection 2.1A(ii2.1A(iii) and or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date), 4.2 (in the case of Loans made on the Merger Date) and 4.24.3 (in the case of all Loans), Administrative Agent shall make the proceeds of such Revolving Loans available to Company on the applicable Funding Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Revolving Loans received by Administrative Agent from Lenders or Swing Line Lender, as the case may be, to be credited to the account of Company at the Funding and Payment Office. Unless Administrative Agent shall have been notified by any Lender prior to a the Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s Revolving 's Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the customary rate set by Administrative Agent for the correction of errors among banks Federal Funds Effective Rate for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent’s 's demand therefor, Administrative Agent shall promptly notify Company and Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Except as set forth in subsection 2.6B, upon satisfaction of the conditions set forth in subsections 4.1 and 4.2, all Revolving Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that neither Administrative Agent nor any no Lender shall be responsible for any default by any other Lender in that other Lender’s 's obligation to make a Revolving Loan requested hereunder nor shall the amount of the Commitment of any Lender to make the particular Type type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender’s 's obligation to make a Revolving Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Revolving Borrowing pursuant to subsection 2.1A 2.1B (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender for that Type of Loan or Swing Line Lender, as the case may be, of the proposed borrowing. Each such Lender (other than Swing Line Lender) shall make the amount of its Revolving Loan available to Administrative Agent not later than 1:00 P.M. 12:00 noon (Minneapolis time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 3:00 P.M. (Minneapolis California time) on the applicable Funding Date, in same day funds in Dollars, at the Funding and Payment Office. Swing Line Lender shall make the amount of each case Swing Line Loan available to Agent not later than 3:00 p.m. (California time) on the applicable Funding Date, in same day funds in Dollars, at the Funding and Payment Office. Except as provided in subsection 2.1A(ii) and or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by itCredit, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date) and 4.24.2 (in the case of all Loans), Administrative Agent shall make the proceeds of such Revolving Loans available to Company on the applicable Funding Date by causing an amount of same day immediately available funds in Dollars equal to the proceeds of all such Revolving Loans received by Administrative Agent from Lenders or Swing Line Lender, as the case may be, to be credited to the account of Company at the Funding and Payment Office. Unless Administrative Agent shall have been notified by any Lender prior to a the Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s Revolving 's Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such LenderLender and Agent shall have, Administrative in accordance with the preceding sentence, made such corresponding amount available to Company, provided that Agent shall have timely notified such Lender of the borrowing of the applicable Loan, Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the customary interest rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rateapplicable to such Loan. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent’s 's demand therefor, Administrative Agent shall promptly notify Company and Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Revolving Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that neither Administrative Agent nor any no Lender shall be responsible for or released by any default by any other Lender in that other Lender’s 's obligation to make a Revolving Loan requested hereunder nor shall the amount of the Commitment of any Lender to make the particular Type type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender’s 's obligation to make a Revolving Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Revolving Borrowing pursuant to subsection 2.1A 2.1B (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender for that Type of Loan or Swing Line Lender, as the case may be, of the proposed borrowingborrowing and details thereof. Each such Lender (other than Swing Line Lender) shall make the amount of its Revolving Loan available to Administrative Agent not later than 1:00 P.M. (Minneapolis time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 3:00 P.M. (Minneapolis time) on the applicable Funding DateAgent, in each case in same day funds in Dollars, at the Funding and Payment Office, not later than 12:00 Noon (New York time) on the applicable Funding Date. Except as provided in subsection 2.1A(ii) and subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date) and 4.24.3 (in the case of all Loans), Administrative Agent shall make the proceeds of such Revolving Loans available to Company Borrower on the applicable Funding Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Revolving Loans received by Administrative Agent from Lenders to be credited to the account of Company Borrower at the Funding and Payment Office. Unless Administrative Agent shall have been notified by any Lender prior to a the Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s Revolving 's Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Company Borrower a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent’s 's demand therefor, Administrative Agent shall promptly notify Company Borrower and Company Borrower shall immediately promptly pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company Borrower may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Revolving Loans and all participations purchased under this Agreement shall be made by the Revolving Loan Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that neither Administrative Agent nor any no Lender shall be responsible for any default by any other Lender in that other Lender’s obligation to make a Revolving Loan requested hereunder nor shall the amount of the Commitment of any Lender to make the particular Type type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender’s obligation to make a Revolving Loan requested hereunder. Promptly after receipt by the Administrative Agent of a Notice of Borrowing with respect to a Revolving Borrowing Loan pursuant to subsection 2.1A Section 2.1B (or telephonic notice in lieu thereof), the Administrative Agent shall notify each Lender for that Type of Loan or the Swing Line Lender, as the case may be, of the proposed borrowingborrowing and of the amount of such Lender’s Pro Rata Share of the applicable Revolving Loans. Each such Lender (other than Swing Line Lender) shall make the amount of its Revolving Loan available to the Administrative Agent in the applicable currency not later than 1:00 P.M. 12:00 p.m. (Minneapolis New York time) on the applicable Funding Date, Date in same-day funds at the Funding and Payment Office. The Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent the Borrowers in the applicable currency not later than 3:00 P.M. p.m. (Minneapolis New York time) on the applicable Funding Date, Date in each case in same same-day funds in Dollarsfunds, at the applicable Funding and Payment Office. Except , except as provided in subsection Section 2.1A(ii) and subsection or Section 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any the applicable Issuing Lender Bank for the amount of a drawing under a Letter of Credit issued by it, upon an Unpaid Drawing. Upon satisfaction or waiver of the conditions precedent specified in subsections Sections 4.1 (in the case of Loans made on the Effective Date) and 4.24.2 (in the case of all Loans), the Administrative Agent shall make the proceeds of such Revolving Loans in the applicable currency available to Company the Borrowers on the applicable Funding Date by causing an amount of same same-day funds in Dollars equal to the proceeds of all such Revolving Loans received by the Administrative Agent from Lenders the Lenders, to be credited to the account of Company the Borrowers at the Funding and Payment Office. Unless the Administrative Agent shall have been notified by any received notice from a Lender prior to a the Funding Date for any Loans that such Lender does will not intend to make available to the Administrative Agent the amount of such Lender’s Revolving Loan requested on such Funding Date, the Administrative Agent may assume that such Lender has made such amount share available to Administrative Agent on such Funding Date date in accordance with Section 2.1 A and Administrative Agent may, in its reliance upon such assumption and in the Administrative Agent’s sole discretion, but shall not be obligated to, make available to Company the Borrowers a corresponding amount on such Funding Date. If In such corresponding amount is event, if a Lender has not in fact made its share of the applicable Loan available to the Administrative Agent by such Lenderon the Funding Date, then the applicable Lender and the Borrowers severally agree to pay to the Administrative Agent shall be entitled to recover forthwith on demand such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until and including the date such amount is paid made available to the Borrowers to but excluding the date of payment to the Administrative Agent, at (i) in the customary case of a payment to be made by such Lender, for the first three (3) days, at a rate set determined by the Administrative Agent in accordance with banking industry rules on interbank compensation and, thereafter, the greater of (x) in the case of U.S. Loans, the Base Rate, and in the case of Canadian Loans, the Canadian Prime Rate, and (y) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation and (ii) in the case of a payment to be made by a Borrower, the interest rate applicable to Base Rate Loans or Canadian Prime Rate Loans, as the case may be, of the applicable Class. If a Borrower and such Lender shall pay such interest to the Administrative Agent for the correction same or an overlapping period, the Administrative Agent shall promptly remit to the Borrowers the amount of errors among banks such interest paid by the Borrowers for three Business Days and thereafter at the Base Ratesuch period. If such Lender does not pay pays such corresponding amount forthwith upon to the Administrative Agent, then such amount shall constitute such Lender’s demand thereforLoan included in such borrowing. Nothing in this paragraph shall relieve any Lender of its obligation to fulfill its commitments hereunder and Borrowers shall be without prejudice to any claim any Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent. Subject to Section 3.3B, unless the Administrative Agent shall promptly notify Company and Company shall immediately pay such corresponding amount have received notice from the Borrowers prior to the date on which any payment is due to the Administrative Agent together for the account of the Lenders and the applicable Issuing Bank hereunder that the Borrowers will not make such payment, the Administrative Agent may assume that the Borrowers have made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or such Issuing Bank, as the case may be, the amount due. In such event, if the Borrowers have not in fact made such payment, then each of the Lenders or such Issuing Bank, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or such Issuing Bank, with interest thereon, for each day from such Funding Date until and including the date such amount is paid distributed to it to but excluding the date of payment to the Administrative Agent, for the first three days, at a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation and, thereafter, at the greater of (i) in the case of U.S. Loans, the Base Rate, and in the case of Canadian Loans, the Canadian Prime Rate, and (ii) a rate payable under this Agreement for Base Rate Loans. Nothing determined by the Administrative Agent in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company may have against any Lender as a result of any default by such Lender hereunderaccordance with banking industry rules on interbank compensation.

Disbursement of Funds. All Revolving Loans and Term Loans shall be made by the Lenders simultaneously and proportionately to their respective applicable Pro Rata Shares, it being understood that neither the Administrative Agent nor any Lender shall be responsible for any default by any other Lender in that other Lender’s obligation to make a Revolving Loan or Term Loan requested hereunder nor shall the amount of the Commitment of any Lender to make the particular Type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender’s obligation to make a Revolving Loan or Term Loan requested hereunder. Promptly after receipt by the Administrative Agent of a Notice of Revolving Borrowing pursuant to subsection 2.1A 2.1B (or telephonic notice in lieu thereof), the Administrative Agent shall notify each Lender for that Type of Loan or the Swing Line Lender, as the case may be, of the proposed borrowing. Each such Lender (other than the Swing Line Lender) shall make the amount of its Revolving Loan Loans or Term Loans available to the Administrative Agent in Same Day Funds in Dollars requested by the Borrower not later than 1:00 P.M. (Minneapolis timeNew York Time) on the applicable Funding Date, and the Swing Line Lender shall make the amount of its Swing Line Loan available to the Administrative Agent in Same Day Funds in Dollars not later than 3:00 2:00 P.M. (Minneapolis timeNew York Time) on the applicable Funding Date, in each case in same day funds in Dollars, at the Funding and Payment Office. Except as provided in subsection 2.1A(ii) and subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 and 4.2, the Administrative Agent shall make the proceeds of such Revolving Loans and Swing Line Loans advanced to it as set forth above available to Company the Borrower not later than 3:00 P.M. (New York Time) on the applicable Funding Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Revolving Loans and Swing Line Loans, as the case may be, received by the Administrative Agent from the Lenders to be credited to the account of Company the Borrower at the Funding and Payment Office. Unless Administrative Agent shall have been notified by any Lender prior to a Funding Date that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s Revolving Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent’s demand therefor, Administrative Agent shall promptly notify Company and Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Funding Agent may, on behalf of Revolving Lenders, disburse funds to Borrowers for Revolving Loans requested. Each Revolving Lender shall be made reimburse Funding Agent on demand for all funds disbursed on its behalf by Lenders simultaneously and proportionately Funding Agent, or if Funding Agent so requests, each Revolving Lender will remit to their respective Funding Agent its Pro Rata SharesShare of any Revolving Loan before Funding Agent disburses same to Borrowers. If Funding Agent elects to require that each Revolving Lender make funds available to Funding Agent prior to a disbursement by Funding Agent to Borrowers, it being understood that neither Administrative Funding Agent nor any shall advise each Revolving Lender shall be responsible for any default by any other Lender in that other telephone or fax of the amount of such Revolving Lender’s obligation to make a Pro Rata Share of the Revolving Loan requested hereunder nor by Borrowers’ Agent no later than 2:00 p.m. (New York time) on the date of funding an Advance applicable thereto, and each such Revolving Lender shall the amount of the Commitment of any Lender to make the particular Type of Loan requested be increased or decreased as a result of a default by any other Lender in that other pay Funding Agent such Revolving Lender’s obligation Pro Rata Share of such requested Revolving Loan, in same day funds, by wire transfer to make a Funding Agent’s account on the date of funding such Advance. If any Revolving Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Revolving Borrowing pursuant Lender fails to subsection 2.1A (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender for that Type of Loan or Swing Line Lender, as the case may be, of the proposed borrowing. Each such Lender (other than Swing Line Lender) shall make pay the amount of its Revolving Loan available to Administrative Agent not later than 1:00 P.M. Pro Rata Share within one (Minneapolis time1) on the applicable Business Day after Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 3:00 P.M. (Minneapolis time) on the applicable Funding Date, in each case in same day funds in Dollars, at the Funding and Payment Office. Except as provided in subsection 2.1A(ii) and subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 and 4.2, Administrative Agent shall make the proceeds of such Revolving Loans available to Company on the applicable Funding Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Revolving Loans received by Administrative Agent from Lenders to be credited to the account of Company at the Funding and Payment Office. Unless Administrative Agent shall have been notified by any Lender prior to a Funding Date that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s Revolving Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent’s demand therefordemand, Administrative Funding Agent shall promptly notify Company Borrowers’ Agent, and Company Borrowers shall immediately pay repay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid Agent. Any repayment required pursuant to Administrative Agent, at the rate payable under this Agreement for Base Rate LoansSection 9.4 shall be without premium or penalty. Nothing in this subsection 2.1C Section 9.4 or elsewhere in this Agreement or the other Loan Documents, including the provisions of Section 9.5, shall be deemed to require Funding Agent to advance funds on behalf of any Lender or to relieve any Revolving Lender from its obligation to fulfill its Commitments commitments hereunder or to prejudice any rights that Company Funding Agent or Borrowers may have against any Lender as a result of any default by such Revolving Lender hereunder.

Disbursement of Funds. All Term Loans and Revolving Loans shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that neither Administrative Agent nor any Lender shall be responsible for any default by any other Lender in that other Lender’s obligation to make a Revolving Loan requested hereunder nor shall the amount of the Commitment of any Lender to make the particular Type type of Loan requested or Pro Rata Share of any Lender be increased or decreased as a result of a default by any other Lender in that other Lender’s obligation to make a Revolving Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Revolving Borrowing pursuant to subsection 2.1A 2.1B (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender for that Type type of Loan or Swing Line Lender, as the case may be, of the proposed borrowingLoan. Each such Lender (other than Swing Line Lender) shall make the amount of its Revolving Loan available to Administrative Agent not later than 1:00 P.M. (Minneapolis time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent at the Funding and Payment Office not later than 3:00 P.M. 12:00 Noon (Minneapolis New York City time) on the applicable Funding Date, in each case Date in same day funds in Dollars, at the Funding and Payment Office. Except as provided in subsection 2.1A(ii2.1A(iii) and subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date) and 4.24.2 (in the case of all Loans), Administrative Agent shall make the proceeds of such Revolving Loans available to Company on the applicable Funding Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Revolving Loans received by Administrative Agent from Lenders to be credited to the account designated by Company in the applicable Notice of Borrowing. Promptly after receipt by Swing Line Lender of a Notice of Borrowing pursuant to subsection 2.1B (or telephonic notice in lieu thereof), Swing Line Lender shall make the amount of its Swing Line Loan available to Company not later than 2:00 P.M. (New York City time) on the applicable Funding Date, in each case in same day funds in Dollars, at the Swing Line Funding and Payment Office. Except as set forth in subsection 2.1A(iii)(e), Swing Line Lender shall make the proceeds of any Swing Line Loan available to Company on the applicable Funding Date by causing an amount of same day funds, in Dollars, equal to the proceeds of such Swing Line Loan to be credited to the account designated by Company in the applicable Notice of Borrowing. Unless Administrative Agent shall have been notified by any Lender prior to a Funding Date that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s Revolving Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent’s demand therefor, Administrative Agent shall promptly notify Company and Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and all Revolving Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that neither Administrative Agent nor any no Lender shall be responsible for any default by any other Lender in that other Lender’s 's obligation to make a Revolving Loan requested hereunder nor shall the amount of the Commitment of any Lender to make the particular Type type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender’s 's obligation to make a Revolving Loan requested hereunder. Promptly after receipt by Co-Administrative Agent Agents of a Notice of Revolving Borrowing pursuant to subsection 2.1A 2.1B (or telephonic notice in lieu thereof), Chase Co-Administrative Agent shall notify each Lender for that Type of Loan or Swing Line Lender, as the case may be, of the proposed borrowingborrowing and of the amount of such Lender's Pro Rata Share of the applicable Loans. Each such Lender (other than Swing Line Lender) shall make the amount of its Revolving Loan available to Chase Co-Administrative Agent not later than 1:00 P.M. 12:00 Noon (Minneapolis New York time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Chase Co-Administrative Agent not later than 3:00 P.M. 12:00 Noon (Minneapolis New York time) on the applicable Funding Date, in each case in same day funds in Dollarsfunds, at the Funding and Payment Office. Except as provided in subsection 2.1A(ii2.1A(iv) and or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a an honored drawing or payment under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 4.2 (in the case of Loans made on the Effective Date), 4.3 (in the case of the Delayed-Draw Term Loans) and 4.24.4 (in the case of all Loans), Chase Co-Administrative Agent shall make the proceeds of such Revolving Loans available to Company on the applicable Funding Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Revolving Loans received by Chase Co-Administrative Agent from Lenders or Swing Line Lender, as the case may be, to be credited to the account of Company at the Funding and Payment Office. Unless Chase Co-Administrative Agent shall have been notified by any Lender prior to a the Funding Date for any Loans that such Lender does not intend to make available to Chase Co-Administrative Agent the amount of such Lender’s Revolving 's Loan requested on such Funding Date, Chase Co-Administrative Agent may assume that such Lender has made such amount available to Chase Co-Administrative Agent on such Funding Date and Chase Co-Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Chase Co-Administrative Agent by such Lender, Chase Co-Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Chase Co-Administrative Agent, at the customary rate set by Chase Co-Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Chase Co-Administrative Agent’s 's demand therefor, Chase Co-Administrative Agent shall promptly notify Company and Company shall immediately pay such corresponding amount in the to Chase Co-Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to Chase Co-Administrative Agent, at the rate payable under this Agreement for Base Rate Loansapplicable to such Loan. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and Revolving Loans (other than Swing Line Loans made by Swing Line Lender) shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that neither Administrative Agent nor any Lender shall be responsible for any default by any other Lender in that other Lender’s 's obligation to make a Revolving Loan requested hereunder nor shall the amount of the Commitment of any Lender to make the particular Type type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender’s 's obligation to make a Revolving Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Revolving Borrowing by way of Prime Rate Loans (other than Swing Line Loans) pursuant to subsection 2.1A (2.1B, or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender for that Type type of Loan or Swing Line Lender, as the case may be, of the proposed borrowing. Each such Lender (other than Swing Line Lender) shall make the amount of its Revolving Loan available to Administrative Agent not later than 1:00 P.M. 12:00 noon (Minneapolis Toronto time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 3:00 P.M. (Minneapolis time) on the applicable Funding Date, in each case Date in same day funds in Dollars, at the Funding and Payment Office. Except as provided in subsection 2.1A(ii2.1A(iii) and subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans, or subsection 4.3B with respect to Revolving Loans or used to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 6.1 (in the case of Loans made on the Closing Date) and 4.26.2 (in the case of all Loans), Administrative Agent shall make the proceeds of such Revolving Loans available to Company on the applicable Funding Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Revolving Loans received by Administrative Agent from Lenders to be credited to the an account of Company maintained by Company with Administrative Agent at the Funding and Payment OfficeOffice by 12:00 noon on the Funding Date, or as otherwise instructed by Company in writing and acceptable to Administrative Agent. After receipt by Swing Line Lender of a Notice of Borrowing by way of Swing Line Loans pursuant to subsection 2.1A(iii)(c), or telephonic notice in lieu thereof, Swing Line Lender shall make the amount of its Swing Line Loan available to Company not later than 12:00 noon (Toronto time) on the applicable Funding Date, in each case in same day funds to be credited to an account of Company maintained by Company with Swing Line Lender at the Funding and Payment Office of Swing Line Lender. Unless Administrative Agent shall have been notified by any Lender prior to a Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s Revolving 's Prime Rate Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Prime Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent’s 's demand therefor, Administrative Agent shall promptly notify Company and Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Prime Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Revolving Loans (other than Swing Line Loans made by Swing Line Lender) shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that neither Administrative Agent nor any Lender shall be responsible for any default by any other Lender in that other Lender’s obligation to make a Revolving Loan requested hereunder nor shall the amount of the Revolving Loan Commitment of any Lender to make the particular Type type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender’s obligation to make a Revolving Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Revolving Borrowing by way of Prime Rate Loans (other than Swing Line Loans) pursuant to subsection 2.1A (or telephonic notice in lieu thereof)2.1B, Administrative Agent shall notify each Lender for that Type the type of Loan or Swing Line Lender, as the case may be, of the proposed borrowing. Each such Lender (other than Swing Line Lender) shall make the amount of its Revolving Loan available to Administrative Agent not later than 1:00 P.M. 12:00 noon (Minneapolis Toronto time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 3:00 P.M. (Minneapolis time) on the applicable Funding Date, in each case Date in same day funds in Dollars, at the Funding and Payment Office. Except as provided in subsection 2.1A(ii) and subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans, or subsection 4.3B with respect to Revolving Loans or used to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 6.1 (in the case of Loans made on the Closing Date) and 4.26.2 (in the case of all Loans), Administrative Agent shall make the proceeds of such Revolving Loans available to Company on the applicable Funding Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Revolving Loans received by Administrative Agent from Lenders to be credited to the an account of Company maintained by Company with Administrative Agent at the Funding and Payment OfficeOffice by 12:00 noon on the Funding Date, or as otherwise instructed by Company in writing and acceptable to Administrative Agent. After receipt by Swing Line Lender of a Notice of Borrowing by way of Swing Line Loans pursuant to subsection 2.1A(ii)(c), Swing Line Lender shall make the amount of its Swing Line Loan available to Company not later than 12:00 noon (Toronto time) on the applicable Funding Date, in each case in same day funds to be credited to an account of Company maintained by Company with Swing Line Lender at the Funding and Payment Office of Swing Line Lender. Unless Administrative Agent shall have been notified by any Lender prior to a Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s Revolving Prime Rate Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Prime Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent’s demand therefor, Administrative Agent shall promptly notify Company and Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Prime Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Revolving Loan Commitments hereunder or to prejudice any rights that Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Revolving Loans under this Agreement shall be made by Lenders simultaneously and proportionately propor tionately to their respective Pro Rata Shares, it being understood under stood that neither Administrative Agent nor any no Lender shall be responsible for any default by any other Lender in that other Lender’s 's obligation to make a Revolving Loan requested hereunder nor shall the amount of the Commitment of any Lender to make the particular Type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender’s 's obligation to make a Revolving Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Revolving Borrowing pursuant to subsection 2.1A 2.1C (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender for that Type of Loan or Swing Line Lender, as the case may be, of the proposed borrowing. Each such Lender (other than Swing Line Lender) shall make the amount of its Revolving Loan available to Administrative Agent not later than 1:00 P.M. 11:00 A.M. (Minneapolis Pacific time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 3:00 P.M. 11:00 A.M. (Minneapolis Pacific time) on the applicable Funding Date, in each case in same day funds in Dollars, at the Funding and Payment Office. Except as provided in subsection 2.1A(ii) and 2.1B or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender Administrative Agent for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made or converted on the Effective Date), and 4.24.4 (in the case of all Loans), Administrative Agent shall make the proceeds of such Revolving Loans available to Company on the applicable Funding Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Revolving Loans received by Administrative Agent from Lenders or Swing Line Lender, as the case may be, to be credited to the account of Company at the Funding and Payment Office. Unless Administrative Agent shall have been notified by any Lender prior to a the Funding Date for any Revolving Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s Revolving 's Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Company a corresponding correspond ing amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the customary custo mary rate set by Administrative Agent for the correction corxxxxion of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent’s 's demand therefor, Administrative Adminis trative Agent shall promptly notify Company and Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate LoansLoans of the type then being repaid by Company. Nothing in this subsection 2.1C 2.1D shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Revolving Loans shall be made by the Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that neither the Administrative Agent nor any Lender shall be responsible for any default by any other Lender in that other Lender’s obligation to make a Revolving Loan requested hereunder nor shall the amount of the Commitment of any Lender to make the particular Type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender’s obligation to make a Revolving Loan requested hereunder. Promptly after receipt by the Administrative Agent of a Notice of Revolving Borrowing pursuant to subsection Subsection 2.1A (or telephonic notice in lieu thereof), the Administrative Agent shall notify each Lender for that Type of Loan or the Swing Line Lender, as the case may be, of the proposed borrowing. Each such Lender (other than Swing Line Lender) with a Revolving Loan Commitment shall make the amount of its Revolving Loan available to the Administrative Agent in immediately available funds in Dollars requested by the Borrower not later than 1:00 4:00 P.M. (Minneapolis Central time) on the applicable Funding Date, and the Swing Line Lender shall make the amount of its Swing Line Loan (other than an Early Requested Swing Line Loan) available to the Administrative Agent in immediately available funds in Dollars not later than 3:00 5:00 P.M. (Minneapolis Central time) on the applicable Funding Date (provided, that with respect to each Early Requested Swing Line Loan, the Swing Line Lender shall make the amount of such Early Requested Swing Line Loan available in Dollars no later than 9:45 A.M. (Central time) on the applicable Funding Date), in each case in same day funds in Dollars, at the Funding and Payment Office. Except as provided in subsection Subsection 2.1A(ii) and subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by itLoans, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 Subsections 3.1 and 4.23.2, the Administrative Agent shall make the proceeds of such Revolving Loans advanced to it as set forth above available to Company the Borrower on the applicable Funding Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Revolving Loans received by the Administrative Agent from the Lenders to be credited to the account of Company the Borrower at the Funding and Payment Office. Unless the Administrative Agent shall have been notified by any Lender prior to a Funding Date that such Lender does not intend to make available to the Administrative Agent the amount of such Lender’s Revolving Loan requested on such Funding DateDate in Dollars, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such Funding Date in Dollars and the Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Company the Borrower a corresponding amount on such Funding Date. If such corresponding amount in Dollars is not in fact made available to the Administrative Agent by such Lender, the Administrative Agent shall be entitled to recover such corresponding amount in Dollars on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to the Administrative Agent, at the customary rate set by the Administrative Agent for the correction of errors among banks for three (3) Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount in Dollars forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify Company the Borrower and Company the Borrower shall immediately pay such corresponding amount to the Administrative Agent in Dollars together with interest thereon, for each day from such Funding Date until the date such amount is paid to the Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection Subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company the Borrower may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and all Revolving Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that neither Administrative Agent nor any no Lender shall be responsible for any default by any other Lender in that other Lender’s 's obligation to make a Revolving Loan requested hereunder nor shall the amount of the Commitment of any Lender to make the particular Type type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender’s 's obligation to make a Revolving Loan requested hereunder. Promptly after receipt by Co-Administrative Agent Agents of a Notice of Revolving Borrowing pursuant to subsection 2.1A 2.1B (or telephonic notice in lieu thereof), Chase Co- Administrative Agent shall notify each Lender for that Type of Loan or Swing Line Lender, as the case may be, of the proposed borrowingborrowing and of the amount of such Lender's Pro Rata Share of the applicable Loans. Each such Lender (other than Swing Line Lender) shall make the amount of its Revolving Loan available to Chase Co-Administrative Agent not later than 1:00 P.M. 12:00 Noon (Minneapolis New York time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Chase Co-Administrative Agent not later than 3:00 P.M. 12:00 Noon (Minneapolis New York time) on the applicable Funding Date, in each case in same day funds in Dollarsfunds, at the Funding and Payment Office. Except as provided in subsection 2.1A(ii2.1A(iv) and or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a an honored drawing or payment under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 4.2 (in the case of Loans made on the Effective Date), 4.3 (in the case of the Delayed-Draw Term Loans) and 4.24.4 (in the case of all Loans), Chase Co-Administrative Agent shall make the proceeds of such Revolving Loans available to Company on the applicable Funding Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Revolving Loans received by Chase Co-Administrative Agent from Lenders or Swing Line Lender, as the case may be, to be credited to the account of Company at the Funding and Payment Office. Unless Chase Co-Administrative Agent shall have been notified by any Lender prior to a the Funding Date for any Loans that such Lender does not intend to make available to Chase Co-Administrative Agent the amount of such Lender’s Revolving 's Loan requested on such Funding Date, Chase Co-Administrative Agent may assume that such Lender has made such amount available to Chase Co- Administrative Agent on such Funding Date and Chase Co-Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Chase Co-Administrative Agent by such Lender, Chase Co-Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Chase Co-Administrative Agent, at the customary rate set by Chase Co- Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Chase Co-Administrative Agent’s 's demand therefor, Chase Co-Administrative Agent shall promptly notify Company and Company shall immediately pay such corresponding amount in the to Chase Co-Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to Chase Co-Administrative Agent, at the rate payable under this Agreement for Base Rate Loansapplicable to such Loan. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Revolving Loans and Term Loans shall be made by the Lenders simultaneously and proportionately to their respective applicable Pro Rata Shares, it being understood that neither the Administrative Agent nor any Lender shall be responsible for any default by any other Lender in that other Lender’s obligation to make a Revolving Loan or Term Loan requested hereunder nor shall the amount of the Commitment of any Lender to make the particular Type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender’s obligation to make a Revolving Loan or Term Loan requested hereunder. Promptly after receipt by the Administrative Agent of a Notice of Revolving Borrowing pursuant to subsection 2.1A 2.1B (or telephonic notice in lieu thereof), the Administrative Agent shall notify each Lender for that Type of Loan or the Swing Line Lender, as the case may be, of the proposed borrowing. Each such Lender (other than the Swing Line Lender) shall make the amount of its Revolving Loan Loans or Term Loans available to the Administrative Agent in Same Day Funds in Dollars requested by the Borrower not later than 1:00 P.M. (Minneapolis timeNew York Time) on the applicable Funding Date, and the Swing CHAR1\1732468v1CHAR1\1735441v5 Line Lender shall make the amount of its Swing Line Loan available to the Administrative Agent in Same Day Funds in Dollars not later than 3:00 2:00 P.M. (Minneapolis timeNew York Time) on the applicable Funding Date, in each case in same day funds in Dollars, at the Funding and Payment Office. Except as provided in subsection 2.1A(ii) and subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 and 4.2, the Administrative Agent shall make the proceeds of such Revolving Loans and Swing Line Loans advanced to it as set forth above available to Company the Borrower not later than 3:00 P.M. (New York Time) on the applicable Funding Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Revolving Loans and Swing Line Loans, as the case may be, received by the Administrative Agent from the Lenders to be credited to the account of Company the Borrower at the Funding and Payment Office. Unless the Administrative Agent shall have been notified by any Lender prior to a Funding Date that such Lender does not intend to make available to the Administrative Agent the amount of such Lender’s Revolving Loan or Term Loan requested on such Funding DateDate in Dollars (of which the Administrative Agent will endeavor to provide prompt notice to the Borrower), the Administrative Agent may assume that such Lender has made the amount of such amount Lender’s Revolving Loan or Term Loan available to the Administrative Agent on such Funding Date in Dollars and the Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Company a the Borrower an amount corresponding amount to such Lender’s Revolving Loan or Term Loan on such Funding Date, notwithstanding that the Administrative Agent has not yet received such Lender’s Revolving Loan or Term Loan requested on such Funding Date. If such corresponding amount is not in fact made available to the Administrative Agent does so make a Revolving Loan or Term Loan to the Borrower on behalf of such Lender without having received the amount of such Revolving Loan or Term Loan from such Lender by such Lenderthe time herein required, the Administrative Agent shall be entitled to recover such corresponding amount in Dollars on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to the Administrative Agent, at the customary rate set by the Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount in Dollars forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify Company the Borrower and Company the Borrower shall immediately pay such corresponding amount to the Administrative Agent in Dollars together with interest thereon, for each day from such Funding Date until the date such amount is paid to the Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company the Borrower may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Subject to subsection 2.12, all Revolving Loans shall be made by Revolving Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that neither Administrative Agent nor any Lender shall be responsible for any default by any other Lender in that such other Lender’s obligation to make a Revolving Loan requested hereunder nor shall the amount of the Commitment of any Lender to make the particular Type type of Loan requested or Pro Rata Share of any Lender be increased or decreased as a result of a default by any other Lender in that such other Lender’s obligation to make a Revolving Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Revolving Borrowing pursuant to subsection 2.1A 2.1B (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender for that Type type of Loan or Swing Line Lender, as the case may be, of the proposed borrowingborrowing (including amount and currency and the applicable Borrower). Each such Lender (other than Swing Line Lender) shall make the amount of its Revolving Loan available to Administrative Agent on the applicable Funding Date in Same Day Funds at the Funding and Payment Office for the applicable currency (i) not later than 1:00 P.M. (Minneapolis New York City time) for any Loan denominated in Dollars and (ii) not later than the Applicable Time specified by Administrative Agent in the case of any Loan in an Alternative Currency. Unless the Swing Line Lender has received notice (by telephone or in writing) from Administrative Agent (including at the request of any Revolving Lender) prior to 2:00 P.M. (New York City time) on the applicable Funding DateDate (i) directing Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the last paragraph of subsection 2.1A(ii) or (ii) that one or more of the applicable conditions specified in Section 4 is not then satisfied, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent Globe not later than 3:00 P.M. (Minneapolis New York City time) on the applicable Funding Date, in each case in same day funds in Dollars, Date by crediting the account of Globe at the Funding and Payment Office. Except as provided in subsection 2.1A(ii2.1A(iii) and subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date) and 4.24.2 (in the case of all Loans), Administrative Agent shall make the proceeds of such Revolving Loans all funds so received by Administrative Agent available to Company the applicable Borrower on the applicable Funding Date either by (a) causing an amount of same day funds Same Day Funds in Dollars equal to the proceeds of all such Revolving Loans received by Administrative Agent from Lenders to be credited to the account of Company the applicable Borrower at the Funding and Payment OfficeOffice or (b) wire transfer of such funds, in each case in accordance with instructions provided to Administrative Agent by the applicable Borrower; provided, however, that if, on the date the Notice of Borrowing is given by a Borrower, there are unreimbursed drawings under any Letter of Credit outstanding that have not been refinanced as Revolving Loans, then the proceeds of such requested Loans, first, shall be applied to the payment in full of any such unreimbursed drawings, and second, shall be made available to the applicable Borrower as provided above. Unless Administrative Agent shall have been notified by any Lender prior to a Funding Date (or, in the case of a Notice of Borrowing for Base Rate Loans, prior to 12:00 Noon (New York City time) on such Funding Date) that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s Revolving Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Company the applicable Borrower a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If if such Lender does not pay such corresponding amount forthwith upon Administrative Agent’s demand therefor, Administrative Agent shall promptly notify Company the Borrowers and Company the Borrowers shall immediately promptly pay such corresponding amount to Administrative Agent in immediately available funds together with interest thereon, for each day from and including such Funding Date until but excluding the date such amount is paid to Administrative Agent, at (1) in the case of payment to be made by such Lender, the Overnight Rate, plus any administrative, processing or similar fees customarily charged by Administrative Agent in connection with the foregoing, and (2) in the case of payment made by the Borrowers, at the rate payable under this Agreement for Base Rate Loansthe applicable Loans made to the Borrower. If the Borrowers and such Lender shall pay such interest to Administrative Agent for the same or an overlapping period, Administrative Agent shall promptly remit to the applicable Borrower the amount of such interest paid by such Borrower for such period. Any payment by the Borrowers shall be without prejudice to any claim the Borrowers may have against a Lender that shall have failed to make such payment to Administrative Agent. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Subject to subsection 2.12, all Term Loans and Revolving Loans shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that neither Administrative Agent nor any Lender shall be responsible for any default by any other Lender in that such other Lender’s obligation to make a Revolving Loan requested hereunder nor shall the amount of the Commitment of any Lender to make the particular Type type of Loan requested or Pro Rata Share of any Lender be increased or decreased as a result of a default by any other Lender in that such other Lender’s obligation to make a Revolving Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Revolving Borrowing pursuant to subsection 2.1A 2.1B (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender for that Type type of Loan or Swing Line Lender, as the case may be, of the proposed borrowingborrowing (including amount and currency and the applicable Borrower). Each such Lender (other than Swing Line Lender) shall make the amount of its Revolving Loan available to Administrative Agent on the applicable Funding Date in Same Day Funds at the Funding and Payment Office for the applicable currency (i) not later than 1:00 P.M. (Minneapolis New York City time) for any Loan denominated in Dollars and (ii) not later than the Applicable Time specified by Administrative Agent in the case of any Loan in an Alternative Currency. Unless the Swing Line Lender has received notice (by telephone or in writing) from Administrative Agent (including at the request of any Revolving Lender) prior to 2:00 P.M. (New York City time) on the applicable Funding DateDate (i) directing Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the last paragraph of subsection 2.1A(ii) or (ii) that one or more of the applicable conditions specified in Section 4 is not then satisfied, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent Company not later than 3:00 P.M. (Minneapolis New York City time) on the applicable Funding Date, in each case in same day funds in Dollars, Date by crediting the account of Company at the Funding and Payment Office. Except as provided in subsection 2.1A(ii2.1A(iii) and subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date) and 4.24.2 (in the case of all Loans), Administrative Agent shall make the proceeds of such Revolving Loans all funds so received by Administrative Agent available to Company the applicable Borrower on the applicable Funding Date either by (a) causing an amount of same day funds Same Day Funds in Dollars equal to the proceeds of all such Revolving Loans received by Administrative Agent from Lenders to be credited to the account of Company the applicable Borrower at the Funding and Payment OfficeOffice or (b) wire transfer of such funds, in each case in accordance with instructions provided to Administrative Agent by the applicable Borrower; provided, however, that if, on the date the Notice of Borrowing is given by a Borrower, there are unreimbursed drawings under any Letter of Credit outstanding that have not been refinanced as Revolving Loans, then the proceeds of such requested Loans, first, shall be applied to the payment in full of any such unreimbursed drawings, and second, shall be made available to the applicable Borrower as provided above. Unless Administrative Agent shall have been notified by any Lender prior to a Funding Date (or, in the case of a Notice of Borrowing for Base Rate Loans, prior to 12:00 Noon (New York City time) on such Funding Date) that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s Revolving Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Company the applicable Borrower a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If if such Lender does not pay such corresponding amount forthwith upon Administrative Agent’s demand therefor, Administrative Agent shall promptly notify Company the Borrowers and Company the Borrowers shall immediately pay such corresponding amount to Administrative Agent in immediately available funds together with interest thereon, for each day from and including such Funding Date until but excluding the date such amount is paid to Administrative Agent, at (1) in the case of payment to be made by such Lender, the Overnight Rate, plus any administrative, processing or similar fees customarily charged by Administrative Agent in connection with the foregoing, and (2) in the case of payment made by the Borrowers, at the rate payable under this Agreement for Base Rate Loans. If the Borrowers and such Lender shall pay such interest to Administrative Agent for the same or an overlapping period, Administrative Agent shall promptly remit to the applicable Borrower the amount of such interest paid by such Borrower for such period. Any payment by the Borrowers shall be without prejudice to any claim the Borrowers may have against a Lender that shall have failed to make such payment to Administrative Agent. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Revolving Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that neither Administrative Agent nor any no Lender shall be responsible for any default by any other Lender in that other Lender’s 's obligation to make a Revolving Loan requested hereunder nor shall the amount of Tranche A Revolving Loan Commitment or the Tranche B Revolving Loan Commitment of any Lender to make the particular Type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender’s 's obligation to make a Tranche A Revolving Loan or Tranche B Revolving Loan requested hereunder. Promptly after receipt by Administrative Managing Agent of a Notice of Revolving Borrowing pursuant to subsection 2.1A 2.1B (or telephonic notice in lieu thereof), Administrative Managing Agent shall notify each Lender for that Type of Loan or Swing Line Lender, as the case may be, of the proposed borrowing. Each such Lender (other than Swing Line Lender) shall make the amount of its Revolving Loan available to Administrative Agent not later than 1:00 P.M. (Minneapolis time) on the applicable Funding DateManaging Agent, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Managing Agent not later than 3:00 2:00 P.M. (Minneapolis New York time) on the applicable Funding Date, in each case in same day funds in Dollarsimmediately available funds, at the Funding and Payment Office. Except as provided in subsection 2.1A(ii2.1(A)(iii) and or subsection 3.3B with respect to Tranche A Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, and except as otherwise provided in subsection 2.1A(iii) with respect to Swing Line Loans, upon satisfaction or waiver of the applicable conditions precedent specified in subsections 4.1 (in the case of Loans made or continued, as the case may be, on the Restatement Effective Date), 4.2 (in the case of Swing Line Loans and 4.2Revolving Loans which are not Rollover Borrowings) and 4.4 in the case of Revolving Loans which are Rollover Borrowings, Administrative Managing Agent shall make the proceeds of such Revolving Loans available to Company Borrower on the applicable Funding Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Revolving Loans received by Administrative Managing Agent from Lenders or Swing Line Lender, as the case may be, to be credited to the such account or accounts of Company at the Funding and Payment OfficeBorrower as Borrower shall designate from time to time in writing, which shall apply to each Notice of Borrowing thereafter until further written notice. Unless Administrative Managing Agent shall have been notified by any Lender prior to a the Funding Date for any Loans that such Lender does not intend to make available to Administrative Managing Agent the amount of such Lender’s Revolving 's Loan requested on such Funding Date, Administrative Managing Agent may assume that such Lender has made such amount available to Administrative Managing Agent on such Funding Date and Administrative Managing Agent may, in its sole discretion, but shall not be obligated to, make available to Company Borrower a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Managing Agent by such Lender, Administrative Managing Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Managing Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Index Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Managing Agent’s 's demand therefor, Administrative Managing Agent shall promptly notify Company Borrower and Company Borrower shall immediately pay such corresponding amount to Administrative Managing Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Managing Agent, at the rate payable under this Agreement for Base Index Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments Commitment hereunder or to prejudice any rights that Company Borrower may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and Revolving Loans shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that neither Administrative Agent nor any Lender shall be responsible for any default by any other Lender in that other Lender’s obligation to make a Revolving Loan requested hereunder nor shall the amount of the Commitment of any Lender to make the particular Type type of Loan requested or Pro Rata Share of any Lender be increased or decreased as a result of a default by any other Lender in that other Lender’s obligation to make a Revolving Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Revolving Borrowing pursuant to subsection 2.1A 2.1B (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender for that Type type of Loan or Swing Line Lender, as the case may be, of the proposed borrowingLoan. Each such Lender (other than Swing Line Lender) shall make the amount of its Revolving Loan available to Administrative Agent not later than 1:00 P.M. (Minneapolis time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent at the Funding and Payment Office not later than 3:00 P.M. 12:00 Noon (Minneapolis New York City time) on the applicable Funding Date, in each case Date in same day funds in Dollars, at the Funding and Payment Office. Except as provided in subsection 2.1A(ii2.1A(iv) and subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Revolving Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date) and 4.24.2 (in the case of all Loans), Administrative Agent shall make the proceeds of such Revolving Loans available to Company on the applicable Funding Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Revolving Loans received by Administrative Agent from Lenders to be credited to the account designated by Company in the applicable Notice of Borrowing. Promptly after receipt by any Swing Line Lender of a Notice of Borrowing pursuant to subsection 2.1B (or telephonic notice in lieu thereof), such Swing Line Lender shall make the amount of its Swing Line Loan available to Company not later than 2:00 P.M. (New York City time) on the applicable Funding Date, in each case in same day funds in Dollars, at the Swing Line Funding and Payment Office. Unless Administrative Agent Except as set forth in subsection 2.1A(iv)(e), such Swing Line Lender shall have been notified by make the proceeds of any Lender prior to a Funding Date that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s Revolving Swing Line Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such the applicable Funding Date until by causing an amount of same day funds, in Dollars, equal to the date proceeds of such amount is paid Swing Line Loan to Administrative Agent, at be credited to the customary rate set account designated by Administrative Agent for Company in the correction applicable Notice of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent’s demand therefor, Administrative Agent shall promptly notify Company and Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company may have against any Lender as a result of any default by such Lender hereunderBorrowing.

Disbursement of Funds. All Term Loans and Revolving Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata SharesShares of the Commitments for the Term Loans or Revolving Loans requested, it being understood that neither Administrative Agent nor any no Lender shall be responsible for any default by any other Lender in that other Lender’s 's obligation to make a Revolving Loan requested hereunder nor shall the amount of the Commitment of any Lender to make the particular Type type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender’s 's obligation to make a Revolving Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Revolving Borrowing pursuant to subsection 2.1A 2.1B (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender, Offshore Currency Funding Lender for that Type of Loan or Swing Line Lender, as the case may be, of the proposed borrowing. Each such In the case of Loans in Dollars, each Lender (other than Swing Line Lender) shall make the amount of its Revolving Loan available to Administrative Agent not later than 1:00 P.M. 12:00 Noon (Minneapolis New York City time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 3:00 P.M. (Minneapolis 2:00 P.M.(New York City time) on the applicable Funding Date, in each case in same day funds Same Day Funds in Dollars, at the Funding and Payment Office. In the case of Offshore Currency Loans, Offshore Currency Funding Lender shall make the amount of its Loan available by such time on the applicable Funding Date as Administrative Agent may specify in Same Day Funds in the requested currency at the Funding and Payment Office. Except as provided in subsection 2.1A(ii2.1A(iii), subsection 2.1A(iv) and or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans, to repay Refunded Offshore Currency Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date) and 4.24.2 (in the case of all Loans), Administrative Agent shall make the proceeds of such Revolving Loans available to Company on the applicable Funding Date by causing an amount of same day Same Day Funds in like funds in Dollars as received by Administrative Agent equal to the proceeds of all such Revolving Loans received by Administrative Agent from Lenders Lenders, Offshore Currency Funding Lender or Swing Line Lender, as the case may be, to be credited to the account of Company at the Funding and Payment Office. Unless Administrative Agent shall have been notified by any Lender prior to a the Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s Revolving 's Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the customary rate set by Administrative Agent for the correction of errors among banks Federal Funds Effective Rate for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent’s 's demand therefor, Administrative Agent shall promptly notify Company and Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and Revolving Loans (including Offshore Revolving Loans) under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that neither Administrative Agent nor any no Lender shall be responsible for any default by any other Lender in that other Lender’s 's obligation to make a Revolving Loan requested hereunder nor shall the amount of the Commitment of any Lender to make the particular Type type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender’s 's obligation to make a Revolving Loan requested hereunderhereunder nor shall any Revolving Lender who is not an Offshore Lender have any obligation to fund an Offshore Revolving Loan, but each such Revolving Lender shall have the obligations with respect to such Offshore Revolving Loans set forth in subsection 2.1A(iii). Promptly after receipt by Administrative Agent of a Notice of Revolving Borrowing pursuant to subsection 2.1A 2.1B (or telephonic notice in lieu thereof), Administrative Agent shall notify each Term Lender, Revolving Lender for that Type of Loan or Swing Line Offshore Lender, as the case may be, of the proposed borrowing. Each such Lender (other than Swing Line Lender) shall make the amount of its Revolving Loan other than Offshore Currency Loans available to Administrative Agent not later than 1:00 P.M. 11:00 a.m. (Minneapolis San Francisco time) on the applicable Funding Date, Date and Swing Line each Offshore Lender shall make the amount of its Swing Line Offshore Currency Loan available to Administrative Sub-Agent not later than 3:00 P.M. (Minneapolis time) on the applicable Funding Datesuch time as Sub-Agent may specify, in each case in same day funds in DollarsDollars or, as to Offshore Currency Loans, in the applicable Offshore Currency, at the Funding and Payment Office. Except as provided in subsection 2.1A(ii) and subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date) and 4.24.2 (in the case of all Loans), Administrative Agent or Sub-Agent shall make the proceeds of such Revolving Loans available to Company the applicable Borrower on the applicable Funding Date by causing an amount of same day funds in Dollars or the applicable Offshore Currency equal to the proceeds of all such Revolving Loans received by Administrative Agent from Term Lenders, Revolving Lenders or Offshore Lenders, as the case may be, to be credited to the account of Company the applicable Borrower or such other account as may be specified in writing by such Borrower on the books of BofA at the Funding and Payment Office. Unless Administrative Agent or Sub-Agent, as the case may be, shall have been notified by any Lender prior to a the Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent or Sub-Agent, as the case may be, the amount of such Lender’s Revolving 's Loan requested on such Funding Date, Administrative Agent or Sub-Agent, as the case may be, may assume that such Lender has made such amount available to Administrative Agent or Sub-Agent, as the case may be, on such Funding Date and Administrative Agent or Sub-Agent, as the case may be, may, in its sole discretion, but shall not be obligated to, make available to Company the applicable Borrower a corresponding amount on such Funding Date. If With respect to Loans other than Offshore Currency Loans, if such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the customary rate set customarily used by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent’s 's demand therefor, Administrative Agent shall promptly notify Company the applicable Borrower and Company such Borrower shall (subject to such Borrower's right to request additional Loans hereunder equal to such corresponding amount) immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. With respect to Offshore Currency Loans, if such a corresponding amount is not made available to Administrative Agent or Sub-Agent, as the case may be, by such Lender when due but is made available within three Business Days after the date such payment is due, such Lender shall pay to Administrative Agent or Sub-Agent, as the case may be, on demand an amount equal to the product of (i) such amount, times (ii) the Cost of Funds in respect of the related Offshore Currency determined by Administrative Agent or Sub-Agent, as the case may be, during the period from and including the date on which such payment is immediately available to Administrative Agent or Sub-Agent, as the case may be, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If such a corresponding amount is not made available to Administrative Agent or Sub-Agent, as the case may be, by such Lender within three Business Days after the date such payment is due, Administrative Agent or Sub-Agent, as the case may be, shall be entitled to recover from such Lender, on demand, the corresponding amount with interest thereon calculated from such due date at the rate per annum equal to the rate applicable thereto in accordance with the preceding sentence plus the applicable LIBOR Margin (as set forth in subsection 2.2A) in respect of Offshore Revolving Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company such Borrower may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Revolving Loans shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that neither Administrative Agent nor any Lender shall be responsible for any default by any other Lender in that other Lender’s obligation to make a Revolving Loan requested hereunder nor shall the amount of the Commitment of any Lender to make the particular Type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender’s obligation to make a Revolving Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Revolving Borrowing pursuant to subsection 2.1A (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender for that Type of Loan or Swing Line Lender, as the case may be, of the proposed borrowing. Each such Lender (other than Swing Line Lender) shall make the amount of its Revolving Loan available to Administrative Agent not later than 1:00 P.M. (Minneapolis time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 3:00 4:30 P.M. (Minneapolis time) on the applicable Funding Date, in each case in same day funds in Dollars, at the Funding and Payment Office. Except as provided in subsection 2.1A(ii) and subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 and 4.2, Administrative Agent shall make the proceeds of such Revolving Loans available to Company on the applicable Funding Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Revolving Loans received by Administrative Agent from Lenders to be credited to the account of Company at the Funding and Payment Office. Unless Administrative Agent shall have been notified by any Lender prior to a Funding Date that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s Revolving Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent’s demand therefor, Administrative Agent shall promptly notify Company and Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Revolving Loans (other than Swing Line Loans) shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that neither Administrative Agent nor any Lender shall be responsible for any default by any other Lender in that other Lender’s obligation to make a Revolving Loan requested hereunder nor shall the amount of the Commitment of any Lender to make the particular Type type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender’s obligation to make a Revolving Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Revolving Borrowing pursuant to subsection 2.1A 2.1B (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender for that Type type of Loan or Swing Line Lender, as the case may be, of the proposed borrowing. Each such Lender (other than Swing Line Lender) shall make the amount of its Revolving Loan available to Administrative Agent not later than 1:00 2:00 P.M. (Minneapolis New York City time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 3:00 P.M. (Minneapolis time) on the applicable Funding Date, in each case in same day funds in Dollars, at the Funding and Payment Office. Except as provided in subsection 2.1A(ii) and or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Revolving Issuing Lender or Synthetic Letter of Credit Lender, as the case may be, for the amount of a drawing under a Revolving Letter of Credit or Synthetic Letter of Credit, as the case may be, issued by itit and with respect to any Swing Line Loans, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Restatement Date) and 4.24.2 (in the case of all Loans), Administrative Agent shall make the proceeds of such Revolving Loans available to Company Borrower on the applicable Funding Date by causing an amount of Date, in same day funds in Dollars equal to the proceeds of all such Revolving Loans received by Administrative Agent from Lenders Lenders. In the case of Swing Line Loans, upon satisfaction or waiver of the conditions precedent specified in subsection 4.2, Swing Line Lender shall make the amount of its Swing Line Loan available to be credited Borrower not later than 2:00 P.M. (New York City time) on the applicable Funding Date, in same day funds in Dollars and pursuant to the account instructions in the Notice of Company at the Funding and Payment OfficeBorrowing for such Swing Line Loan. Unless Administrative Agent shall have been notified by any Lender prior to a Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s Revolving Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Company Borrower a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent’s demand therefor, Administrative Agent shall promptly notify Company Borrower and Company Borrower shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company Borrower may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Subject to subsection 2.12, all Revolving Loans shall be made by Revolving Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that neither Administrative Agent nor any Lender shall be responsible for any default by any other Lender in that such other Lender’s obligation to make a Revolving Loan requested hereunder nor shall the amount of the Commitment of any Lender to make the particular Type type of Loan requested or Pro Rata Share of any Lender be increased or decreased as a result of a default by any other Lender in that such other Lender’s obligation to make a Revolving Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Revolving Borrowing pursuant to subsection 2.1A 2.1B (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender for that Type type of Loan or Swing Line Lender, as the case may be, of the proposed borrowingborrowing (including amount and currency and the applicable Borrower). Each such Lender (other than Swing Line Lender) shall make the amount of its Revolving Loan available to Administrative Agent on the applicable Funding Date in Same Day Funds at the Funding and Payment Office for the applicable currency (i) not later than 1:00 P.M. (Minneapolis New York City time) for any Loan denominated in Dollars and (ii) not later than the Applicable Time specified by Administrative Agent in the case of any Loan in an Alternative Currency. Unless the Swing Line Lender has received notice (by telephone or in writing) from Administrative Agent (including at the request of any Revolving Lender) prior to 2:00 P.M. (New York City time) on the applicable Funding DateDate (i) directing Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the last paragraph of subsection 2.1A(ii) or (ii) that one or more of the applicable conditions specified in Section 4 is not then satisfied, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent Company not later than 3:00 P.M. (Minneapolis New York City time) on the applicable Funding Date, in each case in same day funds in Dollars, Date by crediting the account of Company at the Funding and Payment Office. Except as provided in subsection 2.1A(ii2.1A(iii) and subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date) and 4.24.2 (in the case of all Loans), Administrative Agent shall make the proceeds of such Revolving Loans all funds so received by Administrative Agent available to Company the applicable Borrower on the applicable Funding Date either by (a) causing an amount of same day funds Same Day Funds in Dollars equal to the proceeds of all such Revolving Loans received by Administrative Agent from Lenders to be credited to the account of Company the applicable Borrower at the Funding and Payment OfficeOffice or (b) wire transfer of such funds, in each case in accordance with instructions provided to Administrative Agent by the applicable Borrower; provided, however, that if, on the date the Notice of Borrowing is given by a Borrower, there are unreimbursed drawings under any Letter of Credit outstanding that have not been refinanced as Revolving Loans, then the proceeds of such requested Loans, first, shall be applied to the payment in full of any such unreimbursed drawings, and second, shall be made available to the applicable Borrower as provided above. Unless Administrative Agent shall have been notified by any Lender prior to a Funding Date (or, in the case of a Notice of Borrowing for Base Rate Loans, prior to 12:00 Noon (New York City time) on such Funding Date) that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s Revolving Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Company the applicable Borrower a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If if such Lender does not pay such corresponding amount forthwith upon Administrative Agent’s demand therefor, Administrative Agent shall promptly notify Company the Borrowers and Company the Borrowers shall immediately promptly pay such corresponding amount to Administrative Agent in immediately available funds together with interest thereon, for each day from and including such Funding Date until but excluding the date such amount is paid to Administrative Agent, at (1) in the case of payment to be made by such Lender, the Overnight Rate, plus any administrative, processing or similar fees customarily charged by Administrative Agent in connection with the foregoing, and (2) in the case of payment made by the Borrowers, at the rate payable under this Agreement for Base Rate Loansthe applicable Loans made to the Borrower. If the Borrowers and such Lender shall pay such interest to Administrative Agent for the same or an overlapping period, Administrative Agent shall promptly remit to the applicable Borrower the amount of such interest paid by such Borrower for such period. Any payment by the Borrowers shall be without prejudice to any claim the Borrowers may have against a Lender that shall have failed to make such payment to Administrative Agent. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Except as otherwise provided in the next sentence, all Revolving Loans under this Amended Loan Agreement shall be made by Tranche A Lenders and Tranche B Lenders simultaneously and proportionately to their respective Pro Rata SharesShares of the aggregate Commitments, it being understood that neither Administrative Agent nor any no Lender shall be responsible for any default by any other Lender in that other Lender’s 's obligation to make a Revolving Loan requested hereunder nor shall the amount of the Commitment of any Lender to make the particular Type of a Revolving Loan requested hereunder be increased or decreased as a result of a default by any other Lender in that other Lender’s 's obligation to make a Revolving Loan requested hereunderhereun- der. If any conditions to funding set forth in Section 4 hereof have not been satisfied in connection with a borrowing requested pursuant to subsection 2.1B and Requisite Tranche A Lenders or Requisite Tranche B Lenders, as the case may be, have agreed to waive such conditions with respect to funding for their tranche in accordance with subsection 11.6, (i) Lenders in such tranche shall simultaneously fund their Pro Rata Shares of the borrowing requested pursuant to subsection 2.1B, and (ii) Lenders in the other tranche shall have no obligation to fund the remaining portion of such requested borrowing. Promptly after receipt by Administrative Agent each Lender of a Notice of Revolving Borrowing pursuant to subsection 2.1A 2.1B (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender for that Type of Loan or Swing Line Lender, as the case may be, of the proposed borrowing. Each such Lender (other than Swing Line Lender) shall make the amount of its Revolving Loan available to Administrative Agent not later than 1:00 P.M. (Minneapolis time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 3:00 P.M. (Minneapolis time) on the applicable Funding Date, in each case in same day funds in Dollars, at the Funding and Payment Office. Except as provided in subsection 2.1A(ii) and subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 and 4.2Section 4 with respect to a particular tranche, Administrative Agent Lenders in such tranche shall make the proceeds of such Revolving Loans in such tranche available to Company the Borrowers on the applicable Funding Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Revolving Loans received by Administrative Agent from Lenders to be credited to the account of Company Borrowers at the Funding and Payment Office. Unless Administrative office of Agent shall have been notified by any Lender prior to a Funding Date that such Lender does not intend to make available to Administrative Agent specified in the amount of such Lender’s Revolving Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent’s demand therefor, Administrative Agent shall promptly notify Company and Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company may have against any Lender as a result of any default by such Lender hereunderpreceding sentence.

Disbursement of Funds. All Term Loans and Revolving Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that neither Administrative Agent nor any no Lender shall be responsible for any default by any other Lender in that other Lender’s 's obligation to make a Revolving Loan requested hereunder nor shall the amount of the Commitment of any Lender to make the particular Type type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender’s 's obligation to make a Revolving Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Revolving Borrowing pursuant to subsection 2.1A 2.1B (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender for that Type of Loan or Swing Line Lender, as the case may be, be of the proposed borrowing. Each such Lender (other than Swing Line Lender) shall make the amount of its Revolving Loan available to Administrative Agent not later than 1:00 P.M. 12:00 Noon (Minneapolis Toronto time) on the applicable Funding DateDate in same day funds in Dollars, at the Funding and Payment Office, and (other than with respect to any Swing Line Loan made without notice from Company pursuant to subsection 2.1B) Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 3:00 P.M. 2:00 pm (Minneapolis Toronto time) on the applicable Funding Date, in each case Date in same day funds in Dollars or Canadian Dollars, as applicable, at the Funding and Payment Office. Except as provided in subsection 2.1A(ii2.1A(iv) and or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date) and 4.24.2 (in the case of all Loans), Administrative Agent shall make the proceeds of such Revolving Loans available to Company on the applicable Funding Date by causing an amount of same day funds in Dollars (or with respect to Swing Line Loans requested to be made in Canadian Dollars only, in Canadian Dollars) equal to the proceeds of all such Revolving Loans received by Administrative Agent from Lenders or Swing Line Lender, as the case may be, to be credited to the account of Company at the Funding and Payment Office. Unless Administrative Agent shall have been notified by any Lender prior to a Funding Date that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s Revolving Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent’s demand therefor, Administrative Agent shall promptly notify Company and Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company may have against any Lender as a result of any default by such Lender hereunder."

Disbursement of Funds. All Term Loans and Revolving Loans shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that neither Administrative Agent nor any Lender shall be responsible for any default by any other Lender in that other Lender’s obligation to make a Revolving Loan requested hereunder nor shall the amount of the Commitment of any Lender to make the particular Type type of Loan requested or Pro Rata Share of any Lender be increased or decreased as a result of a default by any other Lender in that other Lender’s obligation to make a Revolving Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Revolving Borrowing pursuant to subsection 2.1A 2.1B (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender for that Type type of Loan or Swing Line Lender, as the case may be, of the proposed borrowingLoan. Each such Lender (other than Swing Line Lender) shall make the amount of its Revolving Loan available to Administrative Agent not later than 1:00 P.M. (Minneapolis time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent at the Funding and Payment Office not later than 3:00 P.M. 12:00 Noon (Minneapolis New York City time) on the applicable Funding Date, in each case Date in same day funds in Dollars, at the Funding and Payment Office. Except as provided in subsection 2.1A(ii2.1A(iv) and subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Revolving Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date) and 4.24.2 (in the case of all Loans), Administrative Agent shall make the proceeds of such Revolving Loans available to Company on the applicable Funding Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Revolving Loans received by Administrative Agent from Lenders to be credited to the account designated by Company in the applicable Notice of Borrowing. Promptly after receipt by any Swing Line Lender of a Notice of Borrowing pursuant to subsection 2.1B (or telephonic notice in lieu thereof), such Swing Line Lender shall make the amount of its Swing Line Loan available to Company not later than 2:00 P.M. (New York City time) on the applicable Funding Date, in each case in same day funds in Dollars, at the Swing Line Funding and Payment Office. Except as set forth in subsection 2.1A(iv)(e), such Swing Line Lender shall make the proceeds of any Swing Line Loan available to Company on the applicable Funding Date by causing an amount of same day funds, in Dollars, equal to the proceeds of such Swing Line Loan to be credited to the account designated by Company in the applicable Notice of Borrowing. Unless Administrative Agent shall have been notified by any Lender prior to a Funding Date that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s Revolving Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent’s demand therefor, Administrative Agent shall promptly notify Company and Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and Revolving Loans shall be made by Lenders simultaneously and and, except in the case of Incremental Term Loans, proportionately to their respective Pro Rata Shares, it being understood that neither none of Administrative Agent nor or any Lender shall be responsible for any default by any other Lender in that such other Lender’s obligation to make a Revolving Loan requested hereunder nor shall the amount of the Commitment of any Lender to make the particular Type type of Loan requested be increased or decreased as a result of a default by any other Lender in that such other Lender’s obligation to make a Revolving Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Revolving Borrowing or Notice of Borrowing (Swing Line) pursuant to subsection 2.1A 2.1B (or telephonic notice in lieu thereof), or receipt of advance written notice of an Incremental Term Loan pursuant to subsection 2.1B, Administrative Agent shall notify each Lender for that Type type of Loan or Swing Line Lender, as the case may be, of the proposed borrowing. Each In the case of a Notice of Borrowing other than in respect of Incremental Term Loans, each such Lender (other than Swing Line Lender) shall make the amount of its Revolving Loan available to Administrative Agent not later than 1:00 P.M. (Minneapolis New York City time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 3:00 1:00 P.M. (Minneapolis New York City time) on the applicable Funding Date, in each case in same day funds in Dollars, at the Funding and Payment Office. In the case of a Notice of Borrowing in respect of Incremental Term Loans, each Lender of Term Loans (i) shall promptly notify Administrative Agent whether or not such Lender intends to make such Incremental Term Loan, in an amount equal to such Lender’s Pro Rata Share or in such other lesser amount as such Lender shall advise to Administrative Agent, provided that should any Lender elect not to make such Incremental Term Loan, or elect to make such Incremental Term Loan in an amount less than such Lender’s Pro Rata Share, Administrative Agent shall consult with the other Lenders of Term Loans to determine which, if any, of such other Lenders of Term Loans are willing to increase the amount of their respective Incremental Term Loans in order to cover such shortfall, and (ii) if such Lender intends to make such Incremental Term Loan, such Lender shall make the amount of its Loan available to Administrative Agent not later than 1:00 P.M. (New York City time) on the applicable Funding Date, in same day funds in Dollars, at the Funding and Payment Office, IT BEING UNDERSTOOD THAT NO LENDER SHALL BE OBLIGATED UNDER ANY CIRCUMSTANCES TO MAKE AN INCREMENTAL TERM LOAN HEREUNDER OTHER THAN IN SUCH LENDER’S SOLE AND ABSOLUTE DISCRETION. Except as provided in subsection 2.1A(ii2.1A(iii) and subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date), 4.2 (in the case of all Loans) and 4.24.3 (in the case of Incremental Term Loans), Administrative Agent shall make the proceeds of such Revolving Loans available to Company on the applicable Funding Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Revolving Loans received by Administrative Agent from Lenders to be credited to the account of Company at the Funding and Payment Office. Unless Administrative Agent shall have been notified by any Lender prior to a Funding Date (other than a Funding Date in respect of an Incremental Term Loan) that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s Revolving Loan (other than an Incremental Term Loan) requested on such Funding Date, Administrative Agent may assume that such Lender has made will make such amount available to Administrative Agent on such Funding Date Date, and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Company a corresponding amount on such Funding Date. If such corresponding amount is not not, in fact fact, made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at a rate per annum equal to the customary greater of (x) the Federal Funds Effective Rate and (y) a rate set determined by Administrative Agent for in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by Administrative Agent in connection with the correction of errors among banks for three Business Days and thereafter at the Base Rateforegoing. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent’s demand therefor, Administrative Agent shall promptly notify Company Company, and Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Unless Administrative Agent shall have been notified by any Lender prior to a Funding Date in respect of an Incremental Term Loan that such Lender does intend to make available to Administrative Agent the amount of such Lender’s Incremental Term Loan requested on such Funding Date, Administrative Agent shall assume that such Lender has not made and will not make such amount available to Administrative Agent on such Funding Date, and Administrative Agent shall not make available to Company a corresponding amount on such Funding Date. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Revolving Loans shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that neither Administrative Agent nor any Lender shall be responsible for any default by any other Lender in that other Lender’s obligation to make a Revolving Loan requested hereunder nor shall the amount of the Commitment of any Lender to make the particular Type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender’s obligation to make a Revolving Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Revolving Borrowing pursuant to subsection 2.1A (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender for that Type of Loan or the applicable Swing Line Lender, as the case may be, of the proposed borrowing. Each such Lender (other than the Swing Line LenderLender making such Swing Line Loan) shall make the amount of its Revolving Loan available to Administrative Agent not later than 1:00 P.M. (Minneapolis San Francisco time) on the applicable Funding Date, and the applicable Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 3:00 P.M. (Minneapolis San Francisco time) on the applicable Funding Date, in each case in same day funds in Dollars, at the Funding and Payment Office; provided, that when U.S. Bank is the Swing Line Lender it may provide such funds directly to Company. Except as provided in subsection 2.1A(ii) and subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 and 4.2, Administrative Agent shall make the proceeds of such Revolving Loans available to Company on the applicable Funding Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Revolving Loans received by Administrative Agent from Lenders to be credited to the account of Company at the Funding and Payment Office. Unless Administrative Agent shall have been notified by any Lender prior to a Funding Date that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s Revolving Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent’s demand therefor, Administrative Agent shall promptly notify Company and Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. (i) All Term Loans, US Revolving Loans, Multicurrency Revolving Loans and Offshore Revolving Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata SharesShares of the US Revolving Loan Commitment, Multicurrency Revolving Loan Commitments, Australian Revolving Loan Commitments, Canadian Revolving Loan Commitments, Dutch Revolving Loan Commitments, Swiss Revolving Loan Commitments, Tranche A Term Loan Commitments, Tranche B Term Loan Commitments, Tranche C Term Loan Commitments or Tranche D Term Loan Commitments, as the case may be, it being understood that neither Administrative Agent nor any no Lender shall be responsible for any default by any other Lender in that other Lender’s obligation to make a Term Loan, a US Revolving Loan, a Multicurrency Revolving Loan or an Offshore Revolving Loan requested hereunder nor shall the amount of the Commitment of any Lender to make the particular Type type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender’s obligation to make a Revolving Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Revolving Borrowing pursuant to subsection 2.1A 2.1E (or telephonic notice in lieu thereof)) or the deemed receipt of a Notice of Borrowing pursuant to subsection 2.8D, Administrative Agent shall notify each applicable Lender for that Type of Loan or Swing Line Lender, as the case may be, of the proposed borrowing. Each such Lender (other than Swing Line Lender) shall make the amount of its Revolving Loan available to Administrative Agent not later than 1:00 P.M. (Minneapolis time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Term Loan, US Revolving Loan, Multicurrency Revolving Loan or Offshore Revolving Loan available to Administrative Agent not later than 3:00 P.M. (Minneapolis time) on the applicable Funding DateAgent, in each case in same day funds in DollarsSame Day Funds, at the Funding and Payment OfficeOffice not later than 12:00 noon (New York time) on the Funding Date. Except From and after the Closing Date, except as provided in subsection 2.1A(ii2.1B (with respect to the repayment of the Domestic Overdraft Amount), subsection 2.1D(ii) (with respect to the repayment of any Offshore Overdraft Amount) and subsection 3.3B 2.8D (with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount reimbursement of a drawing amounts drawn under a Letter Letters of Credit issued by itCredit), upon the satisfaction or waiver of the conditions precedent specified in subsections 4.1 and 4.2subsection 3.2, Administrative Agent shall make the proceeds of such Term Loans, US Revolving Loans, Multicurrency Revolving Loans and Offshore Revolving Loans, in each case available to Company the Borrower requesting such Loans on the applicable such Funding Date by causing an amount of same day funds in Dollars Same Day Funds equal to the proceeds of all such US Revolving Loans, Multicurrency Revolving Loans or Offshore Revolving Loans received by Administrative Agent from Lenders to be credited to the account of Company such Borrower at the Funding and Payment Office. Unless Administrative Agent shall have been notified by any Lender prior to a Funding Date that such Lender does not intend to make available to Administrative Agent the amount office of such Lender’s Revolving Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent’s demand therefor, Administrative Agent shall promptly notify Company and Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Revolving Loans (other than Swing Line Loans made by Swing Line Lender) shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that neither Administrative Agent nor any Lender shall be responsible for any default by any other Lender in that other Lender’s obligation to make a Revolving Loan requested hereunder nor shall the amount of the Revolving Loan Commitment of any Lender to make the particular Type type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender’s obligation to make a Revolving Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Revolving Borrowing by way of Prime Rate Loans (other than Swing Line Loans) pursuant to subsection 2.1A (or telephonic notice in lieu thereof)2.1B, Administrative Agent shall notify each Lender for that Type the type of Loan or Swing Line Lender, as the case may be, of the proposed borrowing. Each such (First Amended and Restated Credit Agreement) Lender (other than Swing Line Lender) shall make the amount of its Revolving Loan available to Administrative Agent not later than 1:00 P.M. 12:00 noon (Minneapolis Toronto time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 3:00 P.M. (Minneapolis time) on the applicable Funding Date, in each case Date in same day funds in Dollars, at the Funding and Payment Office. Except as provided in subsection 2.1A(ii) and subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans, or subsection 4.3B with respect to Revolving Loans or used to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 6.1 (in the case of Loans made on the Restatement Date) and 4.26.2 (in the case of all Loans), Administrative Agent shall make the proceeds of such Revolving Loans available to Company on the applicable Funding Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Revolving Loans received by Administrative Agent from Lenders to be credited to the an account of Company maintained by Company with Administrative Agent at the Funding and Payment OfficeOffice by 12:00 noon on the Funding Date, or as otherwise instructed by Company in writing and acceptable to Administrative Agent. After receipt by Swing Line Lender of a Notice of Borrowing by way of Swing Line Loans pursuant to subsection 2.1A(ii)(c), Swing Line Lender shall make the amount of its Swing Line Loan available to Company not later than 12:00 noon (Toronto time) on the applicable Funding Date, in each case in same day funds to be credited to an account of Company maintained by Company with Swing Line Lender at the Funding and Payment Office of Swing Line Lender. Unless Administrative Agent shall have been notified by any Lender prior to a Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s Revolving Prime Rate Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Prime Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent’s demand therefor, Administrative Agent shall promptly notify Company and Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Prime Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Revolving Loan Commitments hereunder or to prejudice any rights that Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Revolving Loans shall be made by the Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that neither the Administrative Agent nor any Lender shall be responsible for any default by any other Lender in that other Lender’s obligation to make a Revolving Loan requested hereunder nor shall the amount of the Commitment of any Lender to make the particular Type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender’s obligation to make a Revolving Loan requested hereunder. Promptly after receipt by the Administrative Agent of a Notice of Revolving Borrowing pursuant to subsection 2.1A (or telephonic notice in lieu thereof), the Administrative Agent shall notify each Lender for that Type of Loan or a Swing Line Lender, as the case may be, of the proposed borrowing. Each such Lender (other than Swing Line Lender) with a Revolving Loan Commitment shall make the amount of its Revolving Loan available to the Administrative Agent in immediately available funds in Dollars requested by the Borrower not later than 1:00 4:00 P.M. (Minneapolis Central time) on the applicable Funding Date, and the applicable Swing Line Lender shall make the amount of its Swing Line Loan (other than an Early Requested Swing Line Loan) available to the Administrative Agent in immediately available funds in Dollars not later than 3:00 4:00 P.M. (Minneapolis Central time) on the applicable Funding Date (provided, that with respect to each Early Requested Swing Line Loan, the applicable Swing Line Lender shall make the amount of such Early Requested Swing Line Loan available in Dollars no later than 9:45 A.M. (Central time) on the applicable Funding Date), in each case in same day funds in Dollars, at the applicable Funding and Payment Office. Except as provided in subsection 2.1A(ii) and subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by itLoans, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 3.1 and 4.23.2, the Administrative Agent shall make the proceeds of such Revolving Loans advanced to it as set forth above available to Company the Borrower on the applicable Funding Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Revolving Loans received by the Administrative Agent from the Lenders to be credited to the account of Company the Borrower at the Funding and Payment Office. Unless the Administrative Agent shall have been notified by any Lender prior to a Funding Date that such Lender does not intend to make available to the Administrative Agent the amount of such Lender’s Revolving Loan requested on such Funding DateDate in Dollars, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such Funding Date in Dollars and the Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Company the Borrower a corresponding amount on such Funding Date. If such corresponding amount in Dollars is not in fact made available to the Administrative Agent by such Lender, the Administrative Agent shall be entitled to recover such corresponding amount in Dollars on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to the Administrative Agent, at the customary rate set by the Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount in Dollars forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify Company the Borrower and Company the Borrower shall immediately pay such corresponding amount to the Administrative Agent in Dollars together with interest thereon, for each day from such Funding Date until the date such amount is paid to the Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company the Borrower may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Revolving Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata SharesShares of the Commitments for the particular types of Loans requested, it being understood that neither Administrative Agent nor any no Lender shall be responsible for any default by any other Lender in of that other Lender’s 's obligation to make a Revolving Loan requested hereunder nor shall the amount of the Commitment of any Lender to make the particular Type type of Loan requested be increased or decreased as a result of a the default by any other Lender in of that other Lender’s 's obligation to make a Revolving Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Revolving Borrowing pursuant to subsection 2.1A 2.1B (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender for that Type of Loan or Swing Line LenderBankers, as the case may be, of the proposed borrowing. Each such Lender (other than Swing Line Lender) shall make the amount of its Revolving Loan available to Administrative Agent not later than 1:00 P.M. (Minneapolis time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan Loans available to Administrative Agent, in same day funds, at the office of Administrative Agent located at One Bankers Trust Plaza, New York, New York not later than 3:00 P.M. p.m. (Minneapolis New York time) on the applicable Funding Date, in each case in same day funds in Dollars, at the Funding and Payment Office. Except with respect to the repayment of Refunded Swing Line Loans, as provided in subsection 2.1A(ii) and subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans 2.1A(iv), or to reimburse any the reimbursement of an Issuing Lender for the amount of a drawing under on a Letter of Credit issued by itCredit, as provided in subsection 2.7D, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 3.1 and 4.23.4 in the case of the initial Revolving Loans and Swing Line Loans on the initial Funding Date (and/or subsection 3.1 and 3.4 in the case of any initial Acquisition Term Loans on the initial Funding Date) and subsection 3.4 in the case of Revolving Loans and Swing Line Loans on any subsequent Funding Date (and subsection 3.3 and 3.4 in the case of Acquisition Term Loans on any subsequent Funding Date), Administrative Agent shall make the proceeds of such Revolving Loans available to Company the applicable Borrower on the applicable Funding Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Revolving Loans received by Administrative Agent from Lenders at its office located at the address set forth in the preceding sentence to be credited to the account of Company the applicable Borrower at the Funding and Payment Officesuch office of Administrative Agent. Unless Administrative Agent shall have been notified by any Lender prior to a Funding Date that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s Revolving 's Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Company the applicable Borrower a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Prime Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent’s 's demand therefor, Administrative Agent shall promptly notify Company the applicable Borrower and Company such Borrower shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Prime Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company any Borrower may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and all Revolving Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that neither Administrative Agent nor any no Lender shall be responsible for any default by any other Lender in that other Lender’s 's obligation to make a Revolving Loan requested hereunder nor shall the amount of the Commitment of any Lender to make the particular Type type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender’s 's obligation to make a Revolving Loan requested hereunder. Promptly after receipt by Co-Administrative Agent Agents of a Notice of Revolving Borrowing pursuant to subsection 2.1A 2.1B (or telephonic notice in lieu thereof), Chase Co-Administrative Agent shall notify each Lender for that Type of Loan or Swing Line Lender, as the case may be, of the proposed borrowingborrowing and of the amount of such Lender's Pro Rata Share of the applicable Loans. Each such Lender (other than Swing Line Lender) shall make the amount of its Revolving Loan available to Chase Co- Administrative Agent not later than 1:00 P.M. 12:00 Noon (Minneapolis New York time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Chase Co-Administrative Agent not later than 3:00 P.M. 12:00 Noon (Minneapolis New York time) on the applicable Funding Date, in each case in same day funds in Dollarsfunds, at the Funding and Payment Office. Except as provided in subsection 2.1A(ii2.1A(iv) and or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a an honored drawing or payment under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Effective Date), 4.2 (in the case of Accelerated Acquisition Loans), 4.3 (in the case of NSA Acquisition Loans) and 4.24.4 (in the case of all Loans), Administrative Chase Co-Administra- tive Agent shall make the proceeds of such Revolving Loans available to Company on the applicable Funding Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Revolving Loans received by Chase Co-Administrative Agent from Lenders or Swing Line Lender, as the case may be, to be credited to the account of Company at the Funding and Payment Office. Unless Chase Co-Administrative Agent shall have been notified by any Lender prior to a the Funding Date for any Loans that such Lender does not intend to make available to Chase Co-Administrative Agent the amount of such Lender’s Revolving 's Loan requested on such Funding Date, Chase Co-Administrative Agent may assume that such Lender has made such amount available to Chase Co-Administrative Agent on such Funding Date and Chase Co-Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Chase Co- Administrative Agent by such Lender, Chase Co-Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Chase Co-Administrative Agent, at the customary rate set by Chase Co-Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Chase Co-Administrative Agent’s 's demand therefor, Chase Co-Administrative Agent shall promptly notify Company and Company shall immediately pay such corresponding amount in the to Chase Co-Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to Chase Co-Administrative Agent, at the rate payable under this Agreement for Base Rate Loansapplicable to such Loan. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Revolving Loans under this Agreement shall be made by Revolving Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that neither Administrative any Agent nor any Lender shall be responsible for any default by any other Lender in that other Lender’s 's obligation to make a Revolving Loan requested hereunder nor shall the amount of the Commitment of any Lender to make the particular Type type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender’s 's obligation to make a Revolving Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Revolving Borrowing pursuant to subsection 2.1A 2.1B (or telephonic notice in lieu thereof), Administrative Agent shall notify each Revolving Lender for that Type of Loan or Swing Line Lender, as the case may be, of the proposed borrowing. Each such Revolving Lender (other than Swing Line Lender) shall make the amount of its Revolving Loan available to Administrative Agent not later than 1:00 2:00 P.M. (Minneapolis New York City time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 3:00 2:00 P.M. (Minneapolis New York City time) on the applicable Funding Date, in each case in same day funds in Dollars, at the Funding and Payment Office. Except as provided in (i) subsection 2.1A(ii) and or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or Swing Line Loans or Revolving Loans used to reimburse any Issuing Lender Administrative Agent for the amount of a drawing any payment under a any Letter of Credit issued Guaranty or (ii) subsection 2.1A(ii)(a) with respect to Swing Line Loans used to pay interest, fees or other expenses that are due and payable under this Agreement or any other Loan Documents and have not been paid by itthe Borrowers or any other Loan Party, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date) and 4.24.2 (in the case of all Loans), Administrative Agent shall make the proceeds of such Revolving Loans available to Company on the applicable Funding Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Revolving Loans received by Administrative Agent from Lenders to be credited to the account of Company at the Funding and Payment Office. Unless Administrative Agent shall have been notified by any Lender prior to a Funding Date that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s Revolving Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent’s demand therefor, Administrative Agent shall promptly notify Company and Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company may have against any Lender as a result of any default by such Lender hereunder.applicable

Disbursement of Funds. All Subject to subsection 2.1A(iv), all Term Loans and Revolving Loans under this Agreement shall be made by Lenders having a Commitment of that Type simultaneously and proportionately to their respective Pro Rata Shares, it being understood that neither Administrative Agent nor any Lender shall be responsible for any default by any other Lender in that other Lender’s obligation to make a Revolving Loan requested hereunder (except as a result of a reallocation of a Defaulting Lender’s Pro Rata Share of Letter of Credit Usage and Swing Line Loans pursuant to Section 2.9D) nor shall the amount of the Commitment of any Lender to make the particular Type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender’s obligation to make a Revolving Loan requested hereunder. Promptly after receipt by Administrative Agent (or Swing Line Lender in the case of a Swing Line Loan) of a Notice of Revolving Borrowing pursuant to subsection 2.1A 2.1B (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender for that Type of Loan or Swing Line Lender, as the case may be, of the proposed borrowing. Each such Lender (other than Swing Line Lender) shall make the amount of its Revolving Loan available to Administrative Agent not later than 1:00 2:00 P.M. (Minneapolis New York City time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent Borrower not later than 3:00 P.M. 1:00 p.m. (Minneapolis New York City time) on the applicable Funding Date, in each case in same day funds in Dollars, at the Funding and Payment Administrative Agent’s Office. Except as provided in subsection 2.1A(ii) and or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender Bank for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 and subsection 4.2, Administrative Agent shall promptly upon receipt make the proceeds of such Revolving any Loans made on or after the Restatement Effective Date available to Company Borrower on the applicable Funding Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Revolving Loans received by Administrative Agent from Lenders or Swing Line Lender, as the case may be, to be credited wire transferred to the account of Company at Borrower as specified in the Funding and Payment Officeapplicable Notice of Borrowing. Unless Administrative Agent shall have been notified by any Lender prior to a the Funding Date for any applicable Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s Revolving Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Company Borrower a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent’s demand therefor, Administrative Agent shall promptly notify Company Borrower and Company Borrower shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans for such Type of Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company Borrower may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Revolving Loans shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that neither Administrative Agent nor any Lender shall be responsible for for, nor any Lender shall be excused from its performance hereunder as a result of, any default by any other Lender in that other Lender’s obligation to make a Revolving Loan requested hereunder nor shall the amount of the Commitment of any Lender to make the particular Type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender’s obligation to make a Revolving Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Revolving Borrowing pursuant to subsection 2.1A 2.1B (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender for that Type type of Loan or Swing Line Lender, as the case may be, of the proposed borrowing. Each such Lender (other than Swing Line Lender) shall make the amount of its Revolving Loan available to Administrative Agent not later than 1:00 P.M. p.m. (Minneapolis Pacific time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 3:00 P.M. p.m. (Minneapolis Pacific time) on the applicable Funding Date, in each case in same day funds in Dollars, at the Funding and Payment Office. Except as provided in subsection 2.1A(ii) and subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date) and 4.24.2 (in the case of all Credit Extensions), Administrative Agent shall make the proceeds of such Revolving Loans available to Company Borrower on the applicable Funding Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Revolving Loans received by Administrative Agent from Lenders to be credited to the account of Company Borrower at the Funding and Payment Office. Unless Administrative Agent shall have been notified by any Lender prior to a Funding Date that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s Revolving Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Company Borrower a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent’s demand therefor, Administrative Agent shall promptly notify Company Borrower and Company Borrower shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company Borrower may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and Revolving Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that neither Administrative Agent nor any no Lender shall be responsible for any default by any other Lender in that other Lender’s 's obligation to make a Revolving Loan requested hereunder nor shall the amount of the Commitment of any Lender to make the particular Type Class of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender’s 's obligation to make a Revolving Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Revolving Borrowing pursuant to subsection 2.1A 2.1B (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender for that Type of Loan or the Swing Line Lender, as the case may be, of the proposed borrowingBorrowing. Each such Lender (Lender, other than the Swing Line Lender) , shall make the amount of its Revolving Loan available to Administrative Agent not later than 1:00 P.M. 12:00 Noon (Minneapolis time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 3:00 P.M. (Minneapolis New York City time) on the applicable Funding Date, in each case in same day funds funds, in DollarsDollars or the applicable Alternative Currency, at the Funding and Payment Office. Except as provided in subsection 2.1A(ii2.1A(iii) and subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or subsection 3.3B with respect to Revolving Loans used to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 4.2 (in the case of initial Borrowings), 4.3 (in the case of Offer Borrowings) and 4.24.4 (in the case of Other Borrowings), Administrative Agent (or the Swing Line Lender, in the case of any Swing Line Loan) shall make the proceeds of such Revolving Loans available to Company the applicable Borrower on the applicable Funding Date by causing an amount of same day funds in Dollars or the Dollar Equivalent in an Alternative Currency equal to the proceeds of all such Revolving Loans either received by Administrative Agent from the Lenders for any Loan other than a Swing Line Loan, or directly from the Swing Line Lender for any Swing Line Loan, to be credited to the account of Company such Borrower at the Funding and Payment Office. Unless Administrative Agent shall have been notified by any Lender prior to a Funding Date that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s Revolving Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent’s demand therefor, Administrative Agent shall promptly notify Company and Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Subject to subsection 2.12, all Revolving Loans shall be made by Revolving Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that neither Administrative Agent nor any Lender shall be responsible for any default by any other Lender in that such other Lender’s obligation to make a Revolving Loan requested hereunder nor shall the amount of the Commitment of any Lender to make the particular Type type of Loan requested or Pro Rata Share of any Lender be increased or decreased as a result of a default by any other Lender in that such other Lender’s obligation to make a Revolving Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Revolving Borrowing pursuant to subsection 2.1A 2.1B (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender for that Type type of Loan or Swing Line Lender, as the case may be, of the proposed borrowingborrowing (including amount and currency and the applicable Borrower). Each such Lender (other than Swing Line Lender) shall make the amount of its Revolving Loan available to Administrative Agent on the applicable Funding Date in Same Day Funds at the Funding and Payment Office for the applicable currency (i) not later than 1:00 3:00 P.M. (Minneapolis New York City time) for any Loan denominated in Dollars and (ii) not later than the Applicable Time specified by Administrative Agent in the case of any Loan in an Alternative Currency. Unless the Swing Line Lender has received notice (by telephone or in writing) from Administrative Agent (including at the request of any Revolving Lender) prior to 2:00 P.M. (New York City time) on the applicable Funding DateDate (i) directing Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the last paragraph of subsection 2.1A(ii) or (ii) that one or more of the applicable conditions specified in Section 4 is not then satisfied, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent Company not later than 3:00 P.M. (Minneapolis New York City time) on the applicable Funding Date, in each case in same day funds in Dollars, Date by crediting the account of Company at the Funding and Payment Office. Except as provided in subsection 2.1A(ii2.1A(iii) and subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date) and 4.24.2 (in the case of all Loans), Administrative Agent shall make the proceeds of such Revolving Loans all funds so received by Administrative Agent available to Company the applicable Borrower on the applicable Funding Date either by (a) causing an amount of same day funds Same Day Funds in Dollars equal to the proceeds of all such Revolving Loans received by Administrative Agent from Lenders to be credited to the account of Company the applicable Borrower at the Funding and Payment OfficeOffice or (b) wire transfer of such funds, in each case in accordance with instructions provided to Administrative Agent by the applicable Borrower; provided, however, that if, on the date the Notice of Borrowing is given by a Borrower, there are unreimbursed drawings under any Letter of Credit outstanding that have not been refinanced as Revolving Loans, then the proceeds of such requested Loans, first, shall be applied to the payment in full of any such unreimbursed drawings, and second, shall be made available to the applicable Borrower as provided above. Unless Administrative Agent shall have been notified by any Lender prior to a Funding Date (or, in the case of a Notice of Borrowing for Base Rate Loans, prior to 12:00 Noon (New York City time) on such Funding Date) that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s Revolving Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Company the applicable Borrower a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If if such Lender does not pay such corresponding amount forthwith upon Administrative Agent’s demand therefor, Administrative Agent shall promptly notify Company the Borrowers and Company the Borrowers shall immediately pay such corresponding amount to Administrative Agent in immediately available funds together with interest thereon, for each day from and including such Funding Date until but excluding the date such amount is paid to Administrative Agent, at (1) in the case of payment to be made by such Lender, the Overnight Rate, plus any administrative, processing or similar fees customarily charged by Administrative Agent in connection with the foregoing, and (2) in the case of payment made by the Borrowers, at the rate payable under this Agreement for Base Rate Loans. If the Borrowers and such Lender shall pay such interest to Administrative Agent for the same or an overlapping period, Administrative Agent shall promptly remit to the applicable Borrower the amount of such interest paid by such Borrower for such period. Any payment by the Borrowers shall be without prejudice to any claim the Borrowers may have against a Lender that shall have failed to make such payment to Administrative Agent. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and Revolving Loans shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that neither Administrative Agent nor any Lender shall be responsible for any default by any other Lender in that other Lender’s 's obligation to make a Revolving Loan requested hereunder nor shall the amount of the Commitment of any Lender to make the particular Type type of Loan requested or Pro Rata Share of any Lender be increased or decreased as a result of a default by any other Lender in that other Lender’s 's obligation to make a Revolving Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Revolving Borrowing pursuant to subsection 2.1A 2.1B (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender for that Type type of Loan or Swing Line Lender, as the case may be, of the proposed borrowing. Each such Lender (other than Swing Line Lender) shall make the amount of its Revolving Loan available to Administrative Agent at the Funding and Payment Office not later than 1:00 P.M. 12:00 Noon (Minneapolis New York City time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 3:00 P.M. (Minneapolis time) on the applicable Funding Date, in each case Date in same day funds in Dollars, at the Funding and Payment Office. Except as provided in subsection 2.1A(ii2.1A(iv) and subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any an Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections subsection 4.1 (in the case of Loans made on the Closing Date) and 4.24.2 (in the case of all Loans), Administrative Agent shall make the proceeds of such Revolving Loans available to Company on the applicable Funding Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Revolving Loans received by Administrative Agent from Lenders to be credited to the account designated by Company in the applicable Notice of Borrowing. Promptly after receipt by Swing Line Lender of a Notice of Borrowing pursuant to subsection 2.1B (or telephonic notice in lieu thereof), Swing Line Lender shall make the amount of its Swing Line Loan available to Company not later than 2:00 P.M. (New York City time) on the applicable Funding Date, in each case in same day funds in Dollars, at the Swing Line Funding and Payment Office. Except as set forth in subsection 2.1A(iv)(e), Swing Line Lender shall make the proceeds of any Swing Line Loan available to Company on the applicable Funding Date by causing an amount of same day funds, in Dollars, equal to the proceeds of such Swing Line Loan to be credited to the account designated by Company in the applicable Notice of Borrowing. Unless Administrative Agent shall have been notified by any Lender prior to a Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s Revolving 's Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent’s 's demand therefor, Administrative Agent shall promptly notify Company and Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans or Revolving Loans under this Agreement shall be made by Term Loan Lenders or Revolving Lenders, as the case may be, simultaneously and proportionately to their respective Pro Rata Shares, it being understood that neither Administrative . Neither any Agent nor any Lender shall be responsible for any default by any other Lender in that other Lender’s 's obligation to make a Revolving Loan requested hereunder nor shall the amount of the Commitment of any Lender to make the particular Type type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender’s 's obligation to make a Revolving Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Revolving Borrowing pursuant to subsection 2.1A 2.1B (or telephonic notice in lieu thereof), Administrative Agent shall notify each Term Loan Lender, Revolving Lender for that Type of Loan or Swing Line Lender, as the case may be, of the proposed borrowing. Each such Term Loan Lender (other than Swing Line Lender) and Revolving Lender shall make the amount of its Revolving Loan available to Administrative Agent not later than 1:00 P.M. 9:00 A.M. (Minneapolis San Francisco time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 3:00 P.M. 11:00 A.M. (Minneapolis San Francisco time) on the applicable Funding Date, in each case in same day funds in Dollars, at the Funding and Payment Office. Except as provided in subsection 2.1A(ii) and or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by itCredit, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date) and 4.24.2 (in the case of all Loans), Administrative Agent shall make the proceeds of such Revolving Loans available to Company on the applicable Funding Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Revolving Loans received by Administrative Agent from Lenders to be credited to the account of Company at the Funding and Payment Office. Unless Administrative Agent shall have been notified by any Lender prior to a Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s Revolving 's Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent’s 's demand therefor, Administrative Agent shall promptly notify Company and Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Subject to subsection 2.1A(iv), all Term Loans and Revolving Loans under this Agreement shall be made by Lenders having a Commitment of that Type simultaneously and proportionately to their respective Pro Rata Shares, it being understood that neither Administrative Agent nor any Lender shall be responsible for any default by any other Lender in that other Lender’s obligation to make a Revolving Loan requested hereunder (except as a result of a reallocation of a Defaulting Lender’s Pro Rata Share of Letter of Credit Usage and Swing Line Loans pursuant to Section 2.9D) nor shall the amount of the Commitment of any Lender to make the particular Type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender’s obligation to make a Revolving Loan requested hereunder. Promptly after receipt by Administrative Agent (or Swing Line Lender in the case of a Swing Line Loan) of a Notice of Revolving Borrowing pursuant to subsection 2.1A 2.1B (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender for that Type of Loan or Swing Line Lender, as the case may be, of the proposed borrowing. Each such Lender (other than Swing Line Lender) shall make the amount of its Revolving Loan available to Administrative Agent not later than 1:00 2:00 P.M. (Minneapolis New York City time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent Borrower not later than 3:00 P.M. 1:00 p.m. (Minneapolis New York City time) on the applicable Funding Date, in each case in same day funds in Dollars, at the Funding and Payment Administrative Agent’s Office. Except as provided in subsection 2.1A(ii) and or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender Bank for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 and subsection 4.2, Administrative Agent shall promptly upon receipt make the proceeds of such Revolving any Loans made on or after the RestatementFourth Amendment Effective Date available to Company Borrower on the applicable Funding Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Revolving Loans received by Administrative Agent from Lenders or Swing Line Lender, as the case may be, to be credited wire transferred to the account of Company at Borrower as specified in the Funding and Payment Officeapplicable Notice of Borrowing. Unless Administrative Agent shall have been notified by any Lender prior to a the Funding Date for any applicable Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s Revolving Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Company Borrower a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent’s demand therefor, Administrative Agent shall promptly notify Company Borrower and Company Borrower shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans for such Type of Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company Borrower may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and all Revolving Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that neither Administrative Agent nor any no Lender shall be responsible for any default by any other Lender in that other Lender’s 's obligation to make a Revolving Loan requested hereunder nor shall the amount of the Commitment of any Lender to make the particular Type type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender’s 's obligation to make a Revolving Loan requested hereunder. Promptly after receipt by Co-Administrative Agent Agents of a Notice of Revolving Borrowing pursuant to subsection 2.1A 2.1B (or telephonic notice in lieu thereof), Chase Co-Administrative Agent shall notify each Lender for that Type of Loan or Swing Line Lender, as the case may be, of the proposed borrowingborrowing and of the amount of such Lender's Pro Rata Share of the applicable Loans. Each such Lender (other than Swing Line Lender) shall make the amount of its Revolving Loan available to Chase Co-Administrative Agent not later than 1:00 P.M. 12:00 Noon (Minneapolis New York time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Chase Co-Administrative Agent not later than 3:00 P.M. 12:00 Noon (Minneapolis New York time) on the applicable Funding Date, in each case in same day funds in Dollarsfunds, at the Funding and Payment Office. Except as provided in subsection 2.1A(ii2.1A(iv) and or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a an honored drawing or payment under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date) and 4.24.2 (in the case of all Loans), Chase Co-Administrative Agent shall make the proceeds of such Revolving Loans available to Company on the applicable Funding Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Revolving Loans received by Chase Co-Administrative Agent from Lenders or Swing Line Lender, as the case may be, to be credited to the account of Company at the Funding and Payment Office. Unless Chase Co-Administrative Agent shall have been notified by any Lender prior to a the Funding Date for any Loans that such Lender does not intend to make available to Chase Co-Administrative Agent the amount of such Lender’s Revolving 's Loan requested on such Funding Date, Chase Co-Administrative Agent may assume that such Lender has made such amount available to Chase Co-Administrative Agent on such Funding Date and Chase Co-Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Chase Co-Administrative Agent by such Lender, Chase Co-Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Chase Co-Administrative Agent, at the customary rate set by Chase Co-Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Chase Co-Administrative Agent’s 's demand therefor, Chase Co-Administrative Agent shall promptly notify Company and Company shall immediately pay such corresponding amount in the to Chase Co-Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to Chase Co-Administrative Agent, at the rate payable under this Agreement for Base Rate Loansapplicable to such Loan. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Term Loans and Revolving Loans shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that neither Administrative Agent nor any Lender shall be responsible for any default by any other Lender in that other Lender’s obligation to make a Revolving Loan requested hereunder nor shall the amount of the Commitment of any Lender to make the particular Type type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender’s obligation to make a Revolving Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Revolving Borrowing pursuant to subsection 2.1A Section 2.1(b) (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender for that Type type of Loan or Swing Line Lender, as the case may be, of the proposed borrowing. Each such Lender (other than Swing Line Lender) shall make the amount of its Revolving Loan available to Administrative Agent not later than 1:00 P.M. 12:00 Noon (Minneapolis New York City time) on the applicable Funding Date, Date in same day funds in Dollars at the Funding and Payment Office. Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent in Dollars not later than 3:00 1:00 P.M. (Minneapolis New York City time) on the applicable Funding Date, in each case Date in same day funds in Dollars, at the Funding and Payment Office. Except as provided in subsection 2.1A(iiSection 2.1(a)(iii) and subsection 3.3B Section 10.3(b) with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 Section 3.1 (in the case of Loans made on the Amendment No. 3 Effective Date), Section 3.2 and 4.2Section 3.4, Administrative Agent shall make the proceeds of such Revolving Loans available to the Company on the applicable Funding Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Revolving Loans received by Administrative Agent from the Lenders to be credited to the account of the Company at the Funding and Payment Office. Unless Administrative Agent shall have been notified by any Lender prior to a Funding Date that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s Revolving Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall promptly notify Company and shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent’s demand therefor, Administrative Agent shall promptly notify Company and Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C Section 2.1(c) shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Revolving Loans shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that neither the Administrative Agent nor any Lender shall be responsible for any default by any other Lender in that other Lender’s obligation to make a Revolving Loan requested hereunder nor shall the amount of the Commitment of any Lender to make the particular Type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender’s obligation to make a Revolving Loan requested hereunder. Promptly after receipt by the Administrative Agent of a Notice of Revolving Borrowing pursuant to subsection 2.1A (or telephonic notice in lieu thereof), the Administrative Agent shall notify each Lender for that Type of Loan or Swing Line Lender, as the case may be, of the proposed borrowing. Each such Lender (other than Swing Line Lender) shall make the amount of its Revolving Loan available to the Administrative Agent in Same Day Funds in Dollars not later than 1:00 P.M. 10:00 A.M. (Minneapolis California time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent in Same Day Funds in Dollars not later than 3:00 1:00 P.M. (Minneapolis California time) on the applicable Funding Date, in each case in same day funds in Dollars, at the Funding and Payment Office. Except as provided in subsection 2.1A(ii) and subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any the Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 and 4.2, the Administrative Agent shall make the proceeds of such Revolving Loans advanced to it as set forth above available to Company the Borrower on the applicable Funding Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Revolving Loans received by the Administrative Agent from Lenders to be credited to the account of Company the Borrower at the Funding and Payment Office. Unless the Administrative Agent shall have been notified by any Lender prior to a Funding Date that such Lender does not intend to make available to the Administrative Agent the amount of such Lender’s Revolving Loan requested on such Funding Date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such Funding Date and the Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Company the Borrower a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to the Administrative Agent, at the customary rate set by the Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify Company the Borrower and Company the Borrower shall immediately pay such corresponding amount to the Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to the Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company the Borrower may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Revolving Loans (other than Swing Line Loans) under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata SharesShares of the Tranche A Term Loan Commitment, the Tranche B Term Loan Commitment, the Tranche C Term Loan Commitment, the Tranche D Term Loan Commitment, the Working Capital Loan Commitment and the Acquisition Loan Commitment, as the case may be, it being understood that neither Administrative Agent nor any no Lender shall be responsible for any default by any other Lender in that other Lender’s 's obligation to make a Revolving Loan requested hereunder nor shall the amount of the Commitment of any Lender to make the particular Type type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender’s 's obligation to make a Revolving Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Revolving Borrowing pursuant to subsection 2.1A 2.1B (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender for that Type of Loan or Swing Line Lender, as the case may be, of the proposed borrowing. Each such Lender (other than Swing Line Lender) shall make the amount of its Revolving Loan available to Administrative Agent not later than 1:00 P.M. (Minneapolis time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 3:00 P.M. (Minneapolis Chicago time) on the applicable Funding Date, in each case in same day funds in Dollars, at the Funding and Payment Office. Except as provided in subsection 2.1A(ii2.1A(iv) and or subsection 3.3B with respect to Revolving Working Capital Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 and 4.2, Administrative Agent shall make the proceeds of such Revolving Loans available to Company on the applicable Funding Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Revolving Loans received by Administrative Agent from Lenders to be credited to the account of Company at the Funding and Payment Office. Unless Administrative Agent shall have been notified by any Lender prior to a Funding Date that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s Revolving Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent’s demand therefor, Administrative Agent shall promptly notify Company and Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company may have against any Lender as a result of any default by such Lender hereunder.in

Disbursement of Funds. All Term Loans and Revolving Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that neither Administrative Agent nor any Lender shall be responsible for any default by any other Lender in that other Lender’s obligation to make a Revolving Loan requested hereunder nor shall the amount of the Commitment of any Lender to make the particular Type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender’s obligation to make a Revolving Loan requested hereunder. Promptly after receipt by Administrative Agent of a Notice of Revolving Borrowing (except with respect to Swing Line Loans) pursuant to subsection 2.1A or 2.1B (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender for that Type of Loan or Swing Line Lender, as the case may be, of the proposed borrowing. Each such Lender (other than Swing Line Lender) shall make the amount of its Revolving Loan available to Administrative Agent at the Administrative Agent’s Office not later than 1:00 P.M. 12:00 Noon (Minneapolis New York City time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 3:00 P.M. (Minneapolis time) on the applicable Funding Date, in each case in same day funds in Dollars, at the Funding and Payment Office. Except as provided in subsection 2.1A(ii2.1A(iii) and or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date) and 4.24.2 (in the case of all Loans), Administrative Agent shall make the proceeds of such Revolving Loans available to Company Borrower on the applicable Funding Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Revolving Loans received by Administrative Agent from Lenders to be credited wire transferred to the an account of Company at Borrower as specified in the applicable Notice of Borrowing. Swing Line Lender shall make the amount of its Swing Line Loan available to Borrower by wire transfer to an account of Borrower as specified in the applicable Notice of Borrowing not later than 3:00 P.M. (New York City time) on the applicable Funding and Payment OfficeDate, in each case in same day funds in Dollars. Unless Administrative Agent shall have been notified by any Lender prior to a Funding Date for any Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s Revolving Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Company Borrower a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent’s demand therefor, Administrative Agent shall promptly notify Company Borrower and Company Borrower shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Company Borrower may have against any Lender as a result of any default by such Lender hereunder.

Disbursement of Funds. All Revolving Loans under this Agreement shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that neither Administrative Agent nor any no Lender shall be responsible for any default by any other Lender in that other Lender’s 's obligation to make a Revolving Loan requested hereunder nor shall the amount of the Commitment of any Lender to make the particular Type of Loan requested be increased or decreased as a result of a default by any other Lender in that other Lender’s 's obligation to make a Revolving Loan requested hereunderhereun- der. Promptly after receipt by Administrative Agent of a Notice of Revolving Borrowing pursuant to subsection 2.1A 2.1C (or telephonic notice in lieu thereof), Administrative Agent shall notify each Lender for that Type of Loan or Swing Line Lender, as the case may be, of the proposed borrowing. Each such Lender (other than Swing Line Lender) shall make the amount of its Revolving Loan available to Administrative Agent not later than 1:00 P.M. (Minneapolis Pacific time) on the applicable Funding Date, and Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 3:00 1:00 P.M. (Minneapolis Pacific time) on the applicable Funding Date, in each case in same day funds in Dollars, at the Funding and Payment Office. Except as provided in subsection 2.1A(ii) and 2.1B or subsection 3.3B with respect to Revolving Loans used to repay Refunded Swing Line Loans or to reimburse any Issuing Lender Administrative Agent for the amount of a drawing under a Letter of Credit issued by it, upon satisfaction or waiver of the conditions precedent specified in subsections 4.1 (in the case of Loans made on the Closing Date) and 4.24.2 (in the case of all Loans), Administrative Agent shall make the proceeds of such Revolving Loans available to Company on the applicable Funding Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Revolving Loans received by Administrative Agent from Lenders or Swing Line Lender, as the case may be, to be credited to the account of Company at the Funding and Payment Office. Unless Administrative Agent shall have been notified by any Lender prior to a the Funding Date for any Revolving Loans that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s Revolving 's Loan requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Company a corresponding amount on such Funding Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent’s 's demand therefor, Administrative Agent shall promptly notify Company and Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate payable under this Agreement for Base Rate Loans. Nothing in this subsection 2.1C 2.1D shall be deemed to relieve any Lender from its obligation to fulfill its Commitments Commitment hereunder or to prejudice any rights that Company may have against any Lender as a result of any default by such Lender hereunder.