Common use of Advances; Payments Clause in Contracts

Advances; Payments. (i) Revolving Lenders shall refund or participate in the Swing Line Loan in accordance with clause (iii) of Section 1.1(c). If the Swing Line Lender declines to make a Swing Line Loan or if Swing Line Availability is zero, Agent shall notify Revolving Lenders, promptly after receipt of a Notice of Revolving Credit Advance and in any event prior to 1:00 p.m. (New York time) on the date such Notice of Revolving Advance is received, by telecopy, telephone or other similar form of transmission. Each Revolving Lender shall make the amount of such Lender’s Pro Rata Share of such Revolving Credit Advance available to Agent in same day funds by wire transfer to Agent’s account as set forth in Annex H not later than 3:00 p.m. (New York time) on the requested funding date, in the case of an Index Rate Loan, and not later than 11:00 a.m. (New York time) on the requested funding date, in the case of a LIBOR Loan. After receipt of such wire transfers (or, in Agent’s sole discretion, before receipt of such wire transfers), subject to the terms hereof, Agent shall make the requested Revolving Credit Advance to Borrower designated by Borrower Representative in the Notice of Revolving Credit Advance. All payments by each Revolving Lender shall be made without setoff, counterclaim or deduction of any kind. (ii) Not less than once during each calendar week or more frequently at Agent’s election (each, a “Settlement Date”), Agent shall advise each Lender by telephone, or telecopy of the amount of such Lender’s Pro Rata Share of principal, interest and Fees paid for the benefit of Lenders with respect to each applicable Loan. Provided that each Lender has funded all payments or Advances required to be made by it and has purchased all participations required to be purchased by it under this Agreement and the other Loan Documents as of such Settlement Date, Agent shall pay to each Lender such Lender’s Pro Rata Share of principal, interest and Fees paid by Borrowers since the previous Settlement Date for the benefit of such Lender on the Loans held by it. To the extent that any Lender (a “Non-Funding Lender”) has failed to fund all such payments and Advances or failed to fund the purchase of all such participations, Agent shall be entitled to set off the funding short-fall against that Non-Funding Lender’s Pro Rata Share of all payments received from Borrowers. Such payments shall be made by wire transfer to such Lender’s account (as specified by such Lender in Annex H or the applicable Assignment Agreement) not later than 2:00 p.m. (New York time) on the next Business Day following each Settlement Date.

Advances; Payments. (i) Revolving Lenders shall refund or participate in the Swing Line Loan in accordance with clause clauses (iii) and (iv) of Section 1.1(c). If the Swing Line Lender declines to make a Swing Line Loan Advance or if Swing Line Availability is zero, Agent shall notify Revolving Lenders, promptly after receipt of a Notice of Revolving Credit Advance and in any event prior to 1:00 p.m. (New York time) on the date such Notice of a Revolving Credit Advance is received, by telecopyfax, telephone or other similar form of transmission. Each Revolving Lender shall make the amount of such Lender’s Pro Rata Share of such Revolving Credit Advance available to Agent in same day funds by wire transfer to Agent’s account as set forth in Annex H Section 1.1(e) not later than 3:00 p.m. (New York time) on the requested funding date, Funding Date in the case of an Index Rate Loan, Loans and not later than 11:00 a.m. (New York time) on the requested funding date, Funding Date in the case of a LIBOR Loan. After receipt of such wire transfers (or, in the Agent’s sole discretion, before receipt of such wire transfers), subject to the terms hereof, Agent shall make the requested Revolving Credit Advance to Borrower as designated by Borrower Representative in the Notice of Revolving Credit Advance. All payments by each Revolving Lender shall be made without setoff, counterclaim or deduction of any kind. (ii) Not less than At least once during each calendar week or more frequently at Agent’s election (each, a “Settlement Date”), Agent shall advise each Lender by telephone, telephone or telecopy fax of the amount of such Lender’s Pro Rata Share of principal, interest and Fees paid for the benefit of Lenders with respect to each applicable Loan. Provided that each Lender has funded all payments or and Advances required to be made by it and has purchased funded all purchases of participations required to be purchased funded by it under this Agreement and the other Loan Documents as of such Settlement Date, Agent shall pay to each Lender such Lender’s Pro Rata Share of principal, interest and Fees paid by Borrowers Borrower since the previous Settlement Date for the benefit of such Lender on the Loans held by it. Such payments shall be made by wire transfer to such Lender’s account (as specified by such Lender in Annex E or the applicable Assignment Agreement) not later than 2:00 p.m. (New York time) on the next Business Day following each Settlement Date. To the extent that any Lender (a “Non-Funding Lender”) has failed to fund all such payments and Advances or failed to fund the purchase of all such participationsparticipations required to be funded by such Lender pursuant to this Agreement, Agent shall be entitled to set off the funding short-fall shortfall against that Non-Funding Lender’s Pro Rata Share of all payments received from Borrowers. Such payments shall be made by wire transfer to such Lender’s account (as specified by such Lender in Annex H or the applicable Assignment Agreement) not later than 2:00 p.m. (New York time) on the next Business Day following each Settlement DateBorrower.

Advances; Payments. (i) Revolving Lenders shall refund or participate in the Swing Line Loan in accordance with clause clauses (iii) and (iv) of Section 1.1(c). If the Swing Line Lender declines to make a Swing Line Loan or if Swing Line Availability is zero, Agent shall notify Revolving Lenders, promptly after receipt of a Notice of Revolving Credit Advance and in any event prior to 1:00 p.m. (New York time) on the date such Notice of Revolving Advance is received, by telecopy, telephone or other similar form of transmission. Each Revolving Lender shall make the amount of such Lender’s 's Pro Rata Share of such Revolving Credit Advance available to Agent in same day funds by wire transfer to Agent’s 's account as set forth in Annex H not later than 3:00 p.m. (New York time) on the requested funding date, in the case of an Index Rate Loan, Loan and not later than 11:00 a.m. (New York time) on the requested funding date, date in the case of a LIBOR Loan. After receipt of such wire transfers (or, in the Agent’s 's sole discretion, before receipt of such wire transfers), subject to the terms hereof, Agent shall make the requested Revolving Credit Advance to Borrower designated by Borrower Representative in the Notice of Revolving Credit AdvanceBorrower. All payments by each Revolving Lender shall be made without setoff, counterclaim or deduction of any kind. (ii) Not less than once during each calendar week or more frequently at Agent’s 's election (each, a “"Settlement Date”"), Agent shall advise each Lender by telephone, or telecopy of the amount of such Lender’s 's Pro Rata Share of principal, interest and Fees paid for the benefit of Lenders with respect to each applicable Loan. Provided that each Lender has funded all payments or and Advances required to be made by it and has purchased all participations required to be purchased by it under this Agreement and the other Loan Documents as of such Settlement Date, Agent shall pay to each Lender such Lender’s 's Pro Rata Share of principal, interest and Fees paid by Borrowers Borrower since the previous Settlement Date for the benefit of such Lender on the Loans held by it. To the extent that any Lender (a “"Non-Funding Lender”") has failed to fund all such payments and Advances or failed to fund the purchase of all such participations, Agent shall be entitled to set off the funding short-fall against that Non-Funding Lender’s 's Pro Rata Share of all payments received from BorrowersBorrower. Such payments shall be made by wire transfer to such Lender’s 's account (as specified by such Lender in Annex H or the applicable Assignment Agreement) not later than 2:00 1:00 p.m. (New York Chicago time) on the next Business Day following each Settlement Date.

Advances; Payments. (i) Revolving Lenders shall refund or participate in the Swing Line Loan in accordance with clause clauses (iii) and (iv) of Section 1.1(c). If the Swing Line Lender declines to make a Swing Line Loan or if Swing Line Availability is zero, Agent shall notify Revolving Lenders, promptly after receipt of a Notice of Revolving Credit Advance and in any event prior to 1:00 p.m. (New York time) on the date such Notice of a Revolving Credit Advance is received, by telecopyfax, telephone or other similar form of transmission. Each Revolving Lender shall make the amount of such Lender’s 's Pro Rata Share of such Revolving Credit Advance available to Agent in same day funds by wire transfer to Agent’s 's account as set forth in Annex H Section 1.1(e) not later than 3:00 p.m. (New York time) on the requested funding date, Funding Date in the case of an Index Rate Loan, Loans and not later than 11:00 a.m. (New York time) on the requested funding date, Funding Date in the case of a LIBOR Loan. After receipt of such wire transfers (or, in the Agent’s 's sole discretion, before receipt of such wire transfers), subject to the terms hereof, Agent shall make the requested Revolving Credit Advance to Borrower designated by Borrower Representative in the Notice of Revolving Credit AdvanceBorrower. All payments by each Revolving Lender shall be made without setoff, counterclaim or deduction of any kind. (ii) Not less than At least once during each calendar week or more frequently at Agent’s 's election (each, a “"Settlement Date”"), Agent shall advise each Lender by telephone, telephone or telecopy fax of the amount of such Lender’s 's Pro Rata Share of principal, interest and Fees paid for the benefit of Lenders with respect to each applicable Loan. Provided that each Lender has funded all payments or and Advances required to be made by it and has purchased all participations required to be purchased by it under this Agreement and the other Loan Documents as of such Settlement Date, Agent shall pay to each Lender such Lender’s 's Pro Rata Share of principal, interest and Fees paid by Borrowers Borrower since the previous Settlement Date for the benefit of such Lender on the Loans held by it. Such payments shall be made by wire transfer to such Lender's account (as specified by such Lender in Annex E or the applicable Assignment Agreement) not later than 2:00 p.m. (New York time) on the next Business Day following each Settlement Date. To the extent that any Lender (a “"Non-Funding Lender”") has failed to fund all such payments and Advances or failed to fund the purchase of all such participations, Agent shall be entitled to set off the funding short-fall against that Non-Funding Lender’s 's Pro Rata Share of all payments received from Borrowers. Such payments shall be made by wire transfer to such Lender’s account (as specified by such Lender in Annex H or the applicable Assignment Agreement) not later than 2:00 p.m. (New York time) on the next Business Day following each Settlement DateBorrower.

Advances; Payments. (i) Revolving Lenders shall refund or participate in the Swing Line Loan in accordance with clause clauses (iii) and (iv) of Section 1.1(c). If ---------------------- -------------- the Swing Line Lender declines to make a Swing Line Loan or if Swing Line Availability is zero, Agent shall notify Revolving Lenders, promptly after receipt of a Notice of Revolving Credit Advance and in any event prior to 1:00 p.m. (New York time) on the date such Notice of Revolving Advance is received, by telecopy, telephone or other similar form of transmission. Each Revolving Lender shall make the amount of such Lender’s 's Pro Rata Share of such Revolving Credit Advance available to Agent in same day funds by wire transfer to Agent’s 's account as set forth in Annex H not later than ------- 3:00 p.m. (New York time) on the requested funding date, in the case of an Index Rate Loan, Loan and not later than 11:00 a.m. (New York time) on the requested funding date, date in the case of a LIBOR Loan. After receipt of such wire transfers (or, in the Agent’s 's sole discretion, before receipt of such wire transfers), subject to the terms hereof, Agent shall make the requested Revolving Credit Advance to Borrower designated by Borrower Representative in the Notice of Revolving Credit AdvanceBorrower. All payments by each Revolving Lender shall be made without setoff, counterclaim or deduction of any kind. (ii) Not less than once during On the second (2nd) Business Day of each calendar week or more frequently at Agent’s election as aggregate cumulative payments in excess of $2,000,000 are received with respect to the Loans (other than the Swing Line Loan) (each, a “"Settlement Date”"), Agent shall advise each Lender --------------- by telephone, or telecopy of the amount of such Lender’s 's Pro Rata Share of principal, interest and Fees paid for the benefit of Lenders with respect to each applicable Loan. Provided that each Lender has funded all payments or and Advances required to be made by it and has purchased all participations required to be purchased by it under this Agreement and the other Loan Documents as of such Settlement Date, Agent shall pay to each Lender such Lender’s 's Pro Rata Share of principal, interest and Fees paid by Borrowers Borrower since the previous Settlement Date for the benefit of such Lender on the Loans held by it. To the extent that any Lender (a “"Non-Funding Lender”") has failed to fund all such payments ------------------ and Advances or failed to fund the purchase of all such participations, Agent shall be entitled to set off the funding short-fall against that Non-Funding Lender’s 's Pro Rata Share of all payments received from BorrowersBorrower. Such payments shall be made by wire transfer to such Lender’s 's account (as specified by such Lender in Annex H or the applicable ------- Assignment Agreement) not later than 2:00 p.m. (New York Chicago time) on the next Business Day following each Settlement Date.

Advances; Payments. (i) Revolving Lenders shall refund or participate in the Swing Line Loan in accordance with clause clauses (iii) and (iv) of Section 1.1(c). If the Swing Line Lender declines to make a Swing Line Loan or if Swing Line Availability is zero, Agent shall notify Revolving Lenders, promptly after receipt of a Notice of Revolving Credit Advance and in any event prior to 1:00 p.m. (New York Chicago time) on the date such Notice of Revolving Advance is received, by telecopy, telephone or other similar form of transmission. Each Revolving Lender shall make the amount of such Lender’s 's Pro Rata Share of such Revolving Credit Advance available to Agent in same day funds by wire transfer to Agent’s 's account as set forth in Annex H not later than 3:00 p.m. (New York Chicago time) on the requested funding date, in the case of an Index Rate Loan, Loan and not later than 11:00 a.m. (New York Chicago time) on the requested funding date, date in the case of a LIBOR Loan. After receipt of such wire transfers (or, in the Agent’s 's sole discretion, before receipt of such wire transfers), subject to the terms hereof, Agent shall make the requested Revolving Credit Advance to Borrower designated by Borrower Representative in the Notice of Revolving Credit AdvanceBorrower. All payments by each Revolving Lender shall be made without setoff, counterclaim or deduction of any kind. (ii) Not less than once during On the 2nd Business Day of each calendar week or more frequently at Agent’s 's election (each, a “"Settlement Date”"), Agent shall advise each Lender by telephone, or telecopy of the amount of such Lender’s 's Pro Rata Share of principal, interest and Fees paid for the benefit of Lenders with respect to each applicable Loan. Provided that each Lender has funded all payments or and Advances required to be made by it and has purchased all participations required to be purchased by it under this Agreement and the other Loan Documents as of such Settlement Date, Agent shall pay to each Lender such Lender’s 's Pro Rata Share of principal, interest and Fees paid by Borrowers Borrower since the previous Settlement Date for the benefit of such Lender on the Loans held by it. To the extent that any Lender (a “"Non-Funding Lender”") has failed to fund all such payments and Advances or failed to fund the purchase of all such participations, Agent shall be entitled to set off the funding short-fall against that Non-Funding Lender’s 's Pro Rata Share of all payments received from BorrowersBorrower. Such payments shall be made by wire transfer to such Lender’s 's account (as specified by such Lender in Annex H or the applicable Assignment Agreement) not later than 2:00 1:00 p.m. (New York Chicago time) on the next Business Day following each Settlement Date.

Advances; Payments. (i) Revolving Lenders shall refund or participate in the Swing Line Loan in accordance with clause clauses (iii) and (iv) of Section 1.1(c). If the Swing Line Lender declines to make a Swing Line Loan or if Swing Line Availability is zero, Agent shall notify Revolving Lenders, promptly after receipt of a Notice of Revolving Credit Advance and in any event prior to 1:00 p.m. (New York time) on the date such Notice of Revolving Advance is received, by telecopy, telephone or other similar form of transmission. Each Revolving Lender shall make the amount of such Lender’s Pro Rata Share of such Revolving Credit Advance available to Agent in same day funds by wire transfer to Agent’s account as set forth in Annex H not later than 3:00 p.m. (New York time) on the requested funding date, in the case of an Index Rate Loan, Loan and not later than 11:00 a.m. (New York time) on the requested funding date, date in the case of a LIBOR Loan. After receipt of such wire transfers (or, in the Agent’s sole discretion, before receipt of such wire transfers), subject to the terms hereof, Agent shall make the requested Revolving Credit Advance to Borrower designated by Borrower Representative in the Notice of Revolving Credit AdvanceBorrower. All payments by each Revolving Lender shall be made without setoff, counterclaim or deduction of any kind. (ii) Not less than once during each calendar week or more frequently at Agent’s election (each, a “Settlement Date”), Agent shall advise each Lender by telephone, or telecopy of the amount of such Lender’s Pro Rata Share of principal, interest and Fees paid for the benefit of Lenders with respect to each applicable Loan. Provided that each Lender has funded all payments or and Revolving Credit Advances required to be made by it and has purchased all participations required to be purchased by it under this Agreement and the other Loan Documents as of such Settlement Date, Agent shall pay to each Lender such Lender’s Pro Rata Share of principal, interest and Fees paid by Borrowers Borrower since the previous Settlement Date for the benefit of such Lender on the Loans held by it. To the extent that any Lender (a “Non-Funding Lender”) has failed to fund all such payments and Revolving Credit Advances or failed to fund the purchase of all such participations, Agent shall be entitled to set off the funding short-fall against that Non-Funding Lender’s Pro Rata Share of all payments received from BorrowersBorrower and hold, in a non-interest bearing account, all payments received by Agent for the benefit of any Non-Funding Lender pursuant to this Agreement as cash collateral for any unfunded reimbursement obligations of such Non-Funding Lender until the Obligations are paid in full in cash, all Letter of Credit Obligations have been discharged or cash collateralized and all Commitments have been terminated, and upon such unfunded obligations owing by a Non-Funding Lender becoming due and payable, Agent shall be authorized to use such cash collateral to make such payment on behalf of such Non-Funding Lender. Any amounts owing by a Non-Funding Lender to Agent which are not paid when due shall accrue interest at the interest rate applicable during such period to Revolving Loans that are Index Rate Loans. Such payments shall be made by wire transfer to such Lender’s account (as specified by such Lender in Annex H or the applicable Assignment Agreement) not later than 2:00 1:00 p.m. (New York Chicago time) on the next Business Day following each Settlement Date.

Advances; Payments. (i) Revolving Lenders shall refund or participate in the Swing Line Swingline Loan in accordance with clause (iii) of Section 1.1(c)Sections 2.3. If the Swing Line Swingline Lender declines to make a Swing Line Loan Swingline Advance or if Swing Line Swingline Availability is zero, Administrative Agent shall notify Revolving Lenders, promptly after receipt of a Notice of Revolving Credit Advance Borrowing Request and in any event prior to 1:00 p.m. (New York time) on the date such Notice of Revolving Advance Borrowing Request is received, by telecopy, telephone or other similar form of transmission. Each Revolving Lender shall make the amount of such Lender’s Pro Rata Share Applicable Percentage of such Revolving Credit Advance Loans available to Administrative Agent in same day funds by wire transfer to Administrative Agent’s account as set forth in Annex H Collection Account not later than 3:00 1:00 p.m. (New York time) on the requested funding date, in the case of an Index Rate ABR Loan, and not later than 11:00 a.m. 12:00 p.m. (New York time) on the requested funding date, in the case of a LIBOR Eurodollar Loan. After receipt of such wire transfers (or, in the Administrative Agent’s sole discretion, before receipt of such wire transfers), subject to the terms hereof, Administrative Agent shall make the requested Revolving Credit Advance Loans to such Borrower designated by the Borrower Representative in the Notice of Revolving Credit AdvanceBorrowing Request. All payments by each Revolving Lender shall be made without setoff, counterclaim or deduction of any kind. (ii) Not less than once during On the 2nd Business Day of each calendar week or more frequently at Administrative Agent’s election (each, a “Settlement Date”), Administrative Agent shall advise each Lender by telephone, or telecopy of the amount of such Lender’s Pro Rata Share Applicable Percentage of principal, interest and Fees paid for the benefit of Lenders with respect to each applicable Loan. Provided that each Lender has funded all payments or Advances Loans required to be made by it and has purchased all participations required to be purchased by it under this Agreement and the other Loan Documents as of such Settlement Date, Administrative Agent shall pay to each Lender such Lender’s Pro Rata Share Applicable Percentage of principal, interest and Fees paid by the Borrowers since the previous Settlement Date for the benefit of such Lender on the Loans held by it. To the extent that any Lender (a “Non-Funding Lender”) has failed to fund all such payments and Advances Loans or failed to fund the purchase of all such participations, Administrative Agent shall be entitled to set off the funding short-fall against that Non-Funding Lender’s Pro Rata Share Applicable Percentage of all payments received from the Borrowers. Such payments shall be made by wire transfer to such Lender’s account (as specified by such Lender in Annex H Schedule 9.11 or the applicable Assignment and Acceptance Agreement) not later than 2:00 p.m. (New York time) on the next Business Day following each Settlement Date.

Advances; Payments. (i) Revolving Lenders shall refund or participate in the Swing Line Loan in accordance with clause clauses (iii) and (iv) of Section 1.1(c). If the Swing Line Lender declines to make a Swing Line Loan or if Swing Line Availability is zero, Agent shall notify Revolving Lenders, promptly after receipt of a Notice of Revolving Credit Advance and in any event prior to 1:00 p.m. (New York Chicago time) on the date such Notice of Revolving Advance is received, by telecopy, telephone or other similar form of transmission. Each Revolving Lender shall make the amount of such Lender’s Pro Rata Share of such Revolving Credit Advance available to Agent in same day funds by wire transfer to Agent’s account as set forth in Annex H not later than 3:00 p.m. (New York Chicago time) on the requested funding date, in the case of an Index Rate Loan, Loan and not later than 11:00 a.m. (New York Chicago time) on the requested funding date, date in the case of a LIBOR Loan. After receipt of such wire transfers (or, in the Agent’s sole discretion, before receipt of such wire transfers), subject to the terms hereof, Agent shall make the requested Revolving Credit Advance to Borrower designated by Borrower Representative in the Notice of Revolving Credit AdvanceBorrower. All payments by each Revolving Lender shall be made without setoff, counterclaim or deduction of any kind. (ii) Not less than once during On the 2nd Business Day of each calendar week or more frequently at Agent’s election (each, a “Settlement Date”), Agent shall advise each Lender by telephone, or telecopy of the amount of such Lender’s Pro Rata Share of principal, interest and Fees paid for the benefit of Lenders with respect to each applicable Loan. Provided that each Lender has funded all payments or and Advances required to be made by it and has purchased all participations required to be purchased by it under this Agreement and the other Loan Documents as of such Settlement Date, Agent shall pay to each Lender such Lender’s Pro Rata Share of principal, interest and Fees paid by Borrowers Borrower since the previous Settlement Date for the benefit of such Lender on the Loans held by it. To the extent that any Lender (a “Non-Funding Lender”) has failed to fund all such payments and Advances or failed to fund the purchase of all such participations, Agent shall be entitled to set off the funding short-fall against that Non-Funding Lender’s Pro Rata Share of all payments received from BorrowersBorrower. Such payments shall be made by wire transfer to such Lender’s account (as specified by such Lender in Annex H or the applicable Assignment Agreement) not later than 2:00 1:00 p.m. (New York Chicago time) on the next Business Day following each Settlement Date.

Advances; Payments. (i) Revolving Lenders shall refund or participate in the Swing Line Loan in accordance with clause clauses (iii) and (iv) of Section 1.1(c1.1(b). If the Swing Line Lender declines to make a Swing Line Loan or if Swing Line Availability is zero, Agent shall notify Revolving Lenders, promptly after receipt of a Notice of Revolving Credit Advance and in any event prior to 1:00 p.m. (New York time) on the date such Notice of Revolving Advance is received, by telecopy, telephone or other similar form of transmission. Each Revolving Lender shall make the amount of such Lender’s 's Pro Rata Share of such Revolving Credit Advance available to Agent in same day funds by wire transfer to Agent’s 's account as set forth in Annex H not later than 3:00 p.m. (New York time) on the requested funding date, in the case of an Index Rate Loan, and not later than 11:00 a.m. (New York time) on the requested funding date, in the case of a LIBOR Loan. After receipt of such wire transfers (or, in the Agent’s 's sole discretion, before receipt of such wire transfers), subject to the terms hereof, Agent shall make the requested Revolving Credit Advance to the Borrower designated by Borrower Representative in the Notice of Revolving Credit Advance. All payments by each Revolving Lender shall be made without setoff, counterclaim or deduction of any kind. (ii) Not less than once during On the 2nd Business Day of each calendar week or more frequently at Agent’s 's election (each, a “"Settlement Date”"), Agent shall advise each Lender by telephone, or telecopy of the amount of such Lender’s 's Pro Rata Share of principal, interest and Fees paid for the benefit of Lenders with respect to each applicable Loan. Provided that each Lender has funded all payments or Advances required to be made by it and has purchased all participations required to be purchased by it under this Agreement and the other Loan Documents as of such Settlement Date, Agent shall pay to each Lender such Lender’s 's Pro Rata Share of principal, interest and Fees paid by Borrowers since the previous Settlement Date for the benefit of such Lender on the Loans held by it. To the extent that any Lender (a “"Non-Funding Lender”") has failed to fund all such payments and Advances or failed to fund the purchase of all such participations, Agent shall be entitled to set off the funding short-fall against that Non-Funding Lender’s 's Pro Rata Share of all payments received from Borrowers. Such payments shall be made by wire transfer to such Lender’s 's account (as specified by such Lender in Annex H or the applicable Assignment Agreement) not later than 2:00 p.m. (New York time) on the next Business Day following each Settlement Date.

Advances; Payments. (i) Revolving Lenders shall refund or participate in the Swing Line Loan in accordance with clause clauses (iii) and (iv) of Section 1.1(c1.1(b). If the Swing Line Lender declines to make a Swing Line Loan or if the Swing Line Availability is zero, Administrative Agent shall notify Revolving Lenders, promptly after receipt of a Notice of Revolving Credit Advance and in any event prior to 1:00 p.m. (New York time) on the date such Notice of Revolving Credit Advance is received, by telecopy, telephone or other similar form of transmission. Each Revolving Lender shall make the amount of such Lender’s 's Pro Rata Share of such each Revolving Credit Advance available to Administrative Agent in same day funds by wire transfer to Administrative Agent’s 's account as set forth in Annex H not later than 3:00 p.m. (New York time) on the requested funding date, in the case of an Index Rate Loan, Loan and not later than 11:00 a.m. (New York time) on the requested funding date, date in the case of a LIBOR Loan. After receipt of such wire transfers (or, in Administrative Agent’s 's sole discretion, before receipt of such wire transfers), subject to the terms hereof, Administrative Agent shall make the requested Revolving Credit Advance to the Borrower designated by Borrower Representative in the Notice of Revolving Credit Advance. All payments by each Revolving Lender shall be made without setoff, counterclaim or deduction of any kind. (ii) Not less than once during each calendar week or more frequently frequently, at Administrative Agent’s election 's election, if the aggregate payments with respect to payments of principal, interest and fees exceeding $5,000,000 are received with respect to the Loans (other than the Swing Line Loan) (each, a “"Settlement Date”"), Administrative Agent shall will advise each Lender by telephone, or telecopy of the amount of such Lender’s 's Pro Rata Share of principal, interest and Fees paid for the benefit of Lenders with respect to each applicable Loan. Provided that each such Lender has funded made all payments or Advances required to be made by it and has purchased all participations required to be purchased by it under this Agreement and the other Loan Documents as of such Settlement Date, Administrative Agent shall will pay to each Lender such Lender’s 's Pro Rata Share of principal, interest and Fees paid by Borrowers since the previous Settlement Date for the benefit of such that Lender on the Loans held by it. To the extent that any Lender (a “Non-Funding Lender”) Lender has failed to fund all such payments and Advances or failed to fund the purchase of all such participations, Administrative Agent shall be entitled to set off the funding short-fall against that Non-Funding Lender’s 's Pro Rata Share of all payments received from Borrowers. Such payments shall be made by wire transfer to such Lender’s 's account (as specified by such Lender in Annex H or the applicable Assignment Agreement) not later than 2:00 p.m. (New York time) on the next Business Day following each Settlement Date.

Advances; Payments. (i) Revolving Lenders shall refund or participate in the Swing Line Loan in accordance with clause (iii) of Section 1.1(c). If the Swing Line Lender declines to make a Swing Line Loan or if Swing Line Availability is zero, Agent shall notify Revolving Lenders, promptly after receipt of a Notice of Revolving Credit Advance and in any event prior to 1:00 p.m. (New York time) on the date such Notice of Revolving Advance is received, by telecopy, telephone or other similar form of transmission. Each Revolving Lender shall make the amount of such Lender’s 's Pro Rata Share of such Revolving Credit Advance available to Agent in same day funds by wire transfer to Agent’s 's account as set forth in Annex H not later than 3:00 p.m. (New York time) on the requested funding date, in the case of an Index Rate Loan, and not later than 11:00 a.m. (New York time) on the requested funding date, in the case of a LIBOR Loan. After receipt of such wire transfers (or, in the Agent’s 's sole discretion, before receipt of such wire transfers), subject to the terms hereof, Agent shall make the requested Revolving Credit Advance to the Borrower designated by Borrower Representative in the Notice of Revolving Credit Advance. All payments by each Revolving Lender shall be made without setoff, counterclaim or deduction of any kind. (ii) Not less than once during On the 2nd Business Day of each calendar week or more frequently at Agent’s 's election (each, a “"Settlement Date”"), Agent shall advise each Lender by telephone, or telecopy of the amount of such Lender’s 's Pro Rata Share of principal, interest and Fees paid for the benefit of Lenders with respect to each applicable Loan. Provided that each Lender has funded all payments or Advances required to be made by it and has purchased all participations required to be purchased by it under this Agreement and the other Loan Documents as of such Settlement Date, Agent shall pay to each Lender such Lender’s 's Pro Rata Share of principal, interest and Fees paid by Borrowers since the previous Settlement Date for the benefit of such Lender on the Loans held by it. To the extent that any Lender (a “"Non-Funding Lender”") has failed to fund all such payments and Advances or failed to fund the purchase of all such participations, Agent shall be entitled to set off the funding short-fall against that Non-Funding Lender’s 's Pro Rata Share of all payments received from Borrowers. Such payments shall be made by wire transfer to such Lender’s 's account (as specified by such Lender in Annex H or the applicable Assignment Agreement) not later than 2:00 p.m. (New York time) on the next Business Day following each Settlement Date.

Advances; Payments. (i) Revolving Lenders shall refund or participate in the Swing Line Loan in accordance with clause (iii) of Section 1.1(c2.1(b). If the Swing Line Lender declines to make a Swing Line Loan or if Swing Line Availability is zero, Agent shall notify Revolving Lenders, promptly after receipt of a Notice of Revolving Credit Advance and in any event prior to 1:00 p.m. (New York time) on the date such Notice of Revolving Credit Advance is received, by telecopyfax, telephone or other similar form of transmission. Each Revolving Lender shall make the amount of such Lender’s Pro Rata Share of such Revolving Credit Advance available to Agent in same day funds by wire transfer to Agent’s account as set forth in Annex H B not later than 3:00 p.m. (New York time) on the requested funding date, in the case of an Index a Base Rate Loan, and not later than 11:00 a.m. 11:00 a. m. (New York time) on the requested funding date, in the case of a LIBOR Loan. After receipt of such wire transfers (or, in Agent’s sole discretion, before receipt of such wire transfers), subject to the terms hereof, Agent shall make the requested Revolving Credit Advance to the applicable Borrower designated by Borrower Representative in the Notice of Revolving Credit Advance. All payments by each Revolving Lender shall be made without setoff, counterclaim or deduction of any kind. (ii) Not less than once during each calendar week or more frequently at Agent’s election (each, a “Settlement Date”), Agent shall advise each Lender by telephonetelephone (confirmed promptly thereafter in writing), fax, or telecopy similar form of transmission, of the amount of such Lender’s Pro Rata Share of principal, interest and Fees paid for the benefit of Lenders with respect to each applicable Loan. Provided that each Lender has funded all payments or Advances required to be made by it and has purchased all participations required to be purchased by it under this Agreement and the other Loan Documents as of such Settlement Date, Agent shall pay to each Lender such Lender’s Pro Rata Share of principal, interest and Fees paid by Borrowers since the previous Settlement Date for the benefit of such Lender on the Loans held by it. To the extent that any Lender (a “Non-Funding Lender”) has failed to fund all such payments and Advances or failed to fund the purchase of all such participations, Agent shall be entitled to set off the funding short-fall against that any Non-Funding Lender’s Pro Rata Share of all payments received from BorrowersBorrowers and hold, in a non-interest bearing account, all payments received by Agent for the benefit of any Non-Funding Lender pursuant to this Agreement as cash collateral for any unfunded reimbursement obligations of such Non-Funding Lender until the Obligations are paid in full in cash, all Letter of Credit Obligations have been discharged or cash collateralized and all Commitments have been terminated, and upon such unfunded obligations owing by a Non-Funding Lender becoming due and payable, Agent shall be authorized to use such cash collateral to make such payment on behalf of such Non-Funding Lender. Any amounts owing by a Non-Funding Lender to Agent which are not paid when due shall accrue interest at the interest rate applicable during such period to Revolving Loans that are Base Rate Loans. Such payments shall be made by wire transfer to such Lender’s account (as specified in writing by such Lender in Annex H or the applicable Assignment Agreementto Agent) not later than 2:00 p.m. (New York time) on the next Business Day following each Settlement Date.

Advances; Payments. (i) Revolving Lenders shall refund or participate in the Swing Line Loan in accordance with clause (iii) of Section 1.1(c). If the Swing Line Lender declines to make a Swing Line Loan or if Swing Line Availability is zero, Agent shall notify Revolving Lenders, promptly after receipt of a Notice of Revolving Credit Advance and in any event prior to 1:00 p.m. (New York time) on the date such Notice of Revolving Advance is received, by telecopy, telephone or other similar form of transmission. Each Revolving Lender shall make the amount of such Lender’s Pro Rata Share of such Revolving Credit Advance available to Agent in same day funds by wire transfer to Agent’s account as set forth in Annex H not later than 3:00 p.m. (New York time) on the requested funding date, in the case of an Index Rate Loan, and not later than 11:00 a.m. (New York time) on the requested funding date, in the case of a LIBOR Loan. After receipt of such wire transfers (or, in the Agent’s sole discretion, before receipt of such wire transfers), subject to the terms hereof, Agent shall make the requested Revolving Credit Advance to the Borrower designated by Borrower Representative in the Notice of Revolving Credit Advance. All payments by each Revolving Lender shall be made without setoff, counterclaim or deduction of any kind. (ii) Not less than once during On the 2nd Business Day of each calendar week or more frequently at Agent’s election (each, a “Settlement Date”), Agent shall advise each Lender by telephone, or telecopy of the amount of such Lender’s Pro Rata Share of principal, interest and Fees paid for the benefit of Lenders with respect to each applicable the Revolving Loan. Provided that each Lender has funded all payments or Advances required to be made by it and has purchased all participations required to be purchased by it under this Agreement and the other Loan Documents as of such Settlement Date, Agent shall pay to each Lender such Lender’s Pro Rata Share of principal, interest and Fees paid by Borrowers since the previous Settlement Date for the benefit of such Lender on the Loans held by itRevolving Loan. To the extent that any Lender (a “Non-Funding Lender”) has failed to fund all such payments and Advances or failed to fund the purchase of all such participations, Agent shall be entitled to set off the funding short-fall against that Non-Funding Lender’s Pro Rata Share of all payments received from Borrowers. Such payments shall be made by wire transfer to such Lender’s account (as specified by such Lender in Annex H or the applicable Assignment Agreement) not later than 2:00 p.m. (New York time) on the next Business Day following each Settlement Date.

Advances; Payments. (i) Revolving Lenders shall refund or participate in the Swing Line Loan in accordance with clause clauses (iii) and (iv) of Section 1.1(c). If the Swing Line Lender declines to make a Swing Line Loan or if Swing Line Availability is zero, Agent shall notify Revolving Lenders, promptly after receipt of a Notice of Revolving Credit Advance and in any event prior to 1:00 p.m. (New York time) on the date such Notice of Revolving Advance is received, by telecopy, telephone or other similar form of transmission. Each Revolving Lender shall make the amount a mount of such Lender’s Pro Rata Share of such Revolving Credit Advance available to Agent in same day funds by wire transfer to Agent’s account as set forth in Annex H not later than 3:00 p.m. (New York time) on the requested funding date, in the case of an Index Rate Loan, Loan and not later than 11:00 a.m. (New York time) on the requested funding date, date in the case of a LIBOR Loan. After receipt of such wire transfers (or, in the Agent’s sole discretion, before receipt of such wire transfers), subject to the terms hereof, Agent shall make the requested -50- Revolving Credit Advance to Borrower designated by Borrower Representative in the Notice of Revolving Credit AdvanceBorrower. All payments by each Revolving Lender shall be made without setoff, counterclaim or deduction of any kind. (ii) Not less than once during On the 2nd Business Day of each calendar week or more frequently at Agent’s election (each, a “Settlement Date”), Agent shall advise each Lender by telephone, or telecopy of the amount of such Lender’s Pro Rata Share of principal, interest and Fees paid for the benefit of Lenders with respect to each applicable Loan. Provided that each Lender has funded all payments or and Advances required to be made by it and has purchased all participations required to be purchased by it under this Agreement and the other Loan Documents as of such Settlement Date, Agent shall pay to each Lender such LenderLend er’s Pro Rata Share of principal, interest and Fees paid by Borrowers Borrower since the previous Settlement Date for the benefit of such Lender on the Loans held by it. To the extent that any Lender (a “Non-Funding Lender”) has failed to fund all such payments and Advances or failed to fund the purchase of all such participations, Agent shall be entitled to set off the funding short-fall against that Non-Funding Lender’s Pro Rata Share of all payments received from BorrowersBorrower. Such payments shall be made by wire transfer to such Lender’s account (as specified by such Lender in Annex H or the applicable Assignment Agreement) not later than 2:00 p.m. (New York time) on the next Business Day following each Settlement Date.

Advances; Payments. (i) Revolving Lenders shall refund or participate in the Swing Line Loan in accordance with clause (iii) of Section 1.1(c). If the Swing Line Lender declines to make a Swing Line Loan or if Swing Line Availability is zero, Agent shall notify Revolving Lenders, promptly after receipt of a Notice of Revolving Credit Advance and in any event prior to 1:00 p.m. (New York time) on the date such Notice of Revolving Credit Advance is received, by telecopy, telephone or other similar form of transmission. Each Revolving Lender shall make the amount of such Lender’s Pro Rata Share of such Revolving Credit Advance available to Agent in same day funds by wire transfer to Agent’s account as set forth in Annex H not later than 3:00 p.m. (New York time) on the requested funding date, in the case of an Index Rate Loan, Loan and not later than 11:00 a.m. (New York time) on the requested funding date, date in the case of a LIBOR Loan. After receipt of such wire transfers (or, in Agent’s sole discretion, before receipt of such wire transfers), subject to the terms hereof, Agent shall make the requested Revolving Credit Advance to Borrower designated by Borrower Representative in the Notice of Revolving Credit AdvanceBorrower. All payments by each Revolving Lender shall be made without setoff, counterclaim or deduction of any kind. (ii) Not less than once during each calendar week or more frequently at Agent’s election (each, a “Revolving Lender Settlement Date”), Agent shall advise each Revolving Lender by telephone, or telecopy of the amount of such Revolving Lender’s Pro Rata Share of principal, interest and Fees paid for the benefit of Revolving Lenders with respect to each applicable Revolving Loan. Provided that each Revolving Lender has funded all payments or Advances required to be made by it and has purchased all participations required to be purchased by it under this Agreement and the other Loan Documents is not a Non-Funding Lender as of such Revolving Lender Settlement Date, Agent shall pay to each Revolving Lender such Revolving Lender’s Pro Rata Share of principal, interest and Fees paid by Borrowers Borrower since the previous Revolving Lender Settlement Date for the benefit of such Revolving Lender on the Revolving Loans held by it. To the extent that any Lender (a “Non-Funding Lender”) has failed to fund all such payments and Advances or failed to fund the purchase of all such participations, Agent shall be entitled to set off the funding short-fall against that Non-Funding Lender’s Pro Rata Share of all payments received from Borrowers. Such payments shall be made by wire transfer to such Revolving Lender’s account (as specified by such Lender in Annex H the applicable administrative questionnaire provided to Agent, or the applicable Assignment AgreementAgreement or by such Lender to Agent in a separate notice) not later than 2:00 p.m. (New York time) on the next Business Day following each Revolving Lender Settlement Date. (iii) Provided that each Term Lender is not a Non-Funding Lender as of the Term Lender Settlement Date, Agent shall pay to each Term Lender such Term Lender’s Pro Rata Share of principal, interest and Fees paid by Borrower for the benefit of such Term Lender on the Term Loan held by it on the day Agent receives such payments from Borrower if received by Agent prior to 2:00 p.m. (New York time) and on the next Business Day after receipt by Agent if received after 2:00 p.m. (New York time) (as applicable, the “Term Lender Settlement Date”). Such payments shall be made by wire transfer to such Term Lender’s account (as specified by such Lender in the applicable administrative questionnaire provided to Agent, or the applicable Assignment Agreement or by such Lender to Agent in a separate notice).

Advances; Payments. (i) Revolving Lenders shall refund or participate in the Swing Line Loan in accordance with clause (iii) of Section 1.1(c). If the Swing Line Lender declines to make a Swing Line Loan or if Swing Line Availability is zero, Agent shall notify Revolving Lenders, promptly after receipt of a Notice of Revolving Credit Advance and in any event prior to 1:00 p.m. (New York time) on the date such Notice of Revolving Advance is received, by telecopy, telephone or other similar form of transmission. Each Revolving Lender shall make the amount of such Lender’s 's Pro Rata Share of such Revolving Credit Advance available to Agent in same day funds by wire transfer to Agent’s 's 51 account as set forth in Annex ANNEX H not later than 3:00 p.m. (New York time) on the requested funding date, in the case of an Index Rate Loan, and not later than 11:00 a.m. (New York time) on the requested funding date, in the case of a LIBOR Loan. After receipt of such wire transfers (or, in the Agent’s 's sole discretion, before receipt of such wire transfers), subject to the terms hereof, Agent shall make the requested Revolving Credit Advance to the Borrower designated by Borrower Representative in the Notice of Revolving Credit Advance. All payments by each Revolving Lender shall be made without setoff, counterclaim or deduction of any kind. (ii) Not less than once during On the 2nd Business Day of each calendar week or more frequently at Agent’s 's election (each, a “Settlement Date”"SETTLEMENT DATE"), Agent shall advise each Lender by telephone, or telecopy of the amount of such Lender’s 's Pro Rata Share of principal, interest and Fees paid for the benefit of Lenders with respect to each applicable Loan. Provided that each Lender has funded all payments or Advances required to be made by it and has purchased all participations required to be purchased by it under this Agreement and the other Loan Documents as of such Settlement Date, Agent shall pay to each Lender such Lender’s 's Pro Rata Share of principal, interest and Fees paid by Borrowers since the previous Settlement Date for the benefit of such Lender on the Loans held by it. To the extent that any Lender (a “Non"NON-Funding Lender”FUNDING LENDER") has failed to fund all such payments and Advances or failed to fund the purchase of all such participations, Agent shall be entitled to set off the funding short-fall against that Non-Funding Lender’s 's Pro Rata Share of all payments received from Borrowers. Such payments shall be made by wire transfer to such Lender’s 's account (as specified by such Lender in Annex ANNEX H or the applicable Assignment Agreement) not later than 2:00 p.m. (New York time) on the next Business Day following each Settlement Date.

Advances; Payments. (i) Revolving Lenders shall refund or participate in the Swing Line Loan in accordance with clause (iii) of Section 1.1(c). If the Swing Line Lender declines to make a Swing Line Loan or if Swing Line Availability is zero, Agent shall notify Revolving Lenders, promptly after receipt of a Notice of Revolving Credit Advance and in any event prior to 1:00 p.m. (New York time) on the date such Notice of Revolving Advance is received, by telecopy, telephone or other similar form of transmission. Each Revolving Lender shall make the amount of such Lender’s Pro Rata Share of such Revolving Credit any Advance available to Agent in same day funds by wire transfer to Agent’s account as set forth in Annex H not later than 3:00 p.m. (New York time) on the requested funding date, in the case of an Index Rate Loan, and not later than 11:00 a.m. (New York time) on the requested funding date, in the case of a LIBOR LoanFunding Date. After receipt of such wire transfers (or, in the Agent’s sole discretion, before receipt of such wire transfers), subject to the terms hereof, Agent shall make the requested Revolving Credit Advance to the Borrower designated by Borrower Representative in the Notice of Revolving Credit Advance. All payments by each Revolving Lender shall be made without setoff, counterclaim or deduction of any kind. (ii) Not less than once during each calendar week or more frequently at Agent’s election (each, a “Settlement Date”), Agent shall advise each Lender by telephone, or telecopy of the amount of such Lender’s Pro Rata Share of principal, 51 Junior Credit Agreement (Omni) interest and Fees paid for the benefit of Lenders with respect to each applicable the Term Loan. Provided that each Lender has funded all payments or Advances required to be made by it and has purchased all participations required to be purchased by it under this Agreement and the other Loan Documents as of such Settlement Date, Agent shall pay to each Lender such Lender’s Pro Rata Share of principal, interest and Fees paid by Borrowers since the previous Settlement Date for the benefit of such Lender on the Loans Term Loan held by it. To the extent that any Lender (a “Non-Funding Lender”) has failed to fund all such payments and Advances or failed to fund the purchase of all such participations, Agent shall be entitled to set off the funding short-fall against that Non-Funding Lender’s Pro Rata Share of all payments received from Borrowers. Such payments shall be made by wire transfer to such Lender’s account (as specified by such Lender in Annex H or the applicable Assignment Agreement) not later than 2:00 p.m. (New York time) on the next Business Day following each Settlement Date.

Advances; Payments. (i) Revolving Lenders shall refund or participate in the Swing Line Loan in accordance with clause (iii) of Section 1.1(c). If the Swing Line Lender declines to make a Swing Line Loan or if Swing Line Availability is zero, Agent shall notify Revolving Lenders, promptly after receipt of a Notice of Revolving Credit Advance and in any event prior to 1:00 p.m. (New York time) on the date such Notice of Revolving Advance is received, by telecopy, telephone or other similar form of transmission. Each Revolving Lender shall make the amount of such Lender’s 's Pro Rata Share of such each Revolving Credit Advance available to Agent in same day funds by wire transfer to Agent’s 's account as set forth in Annex H not later than 3:00 p.m. (New York time) on the requested funding date, in the case of an Index Rate Loan, Loan and not later than 11:00 a.m. (New York time) on the requested funding date, date in the case of a LIBOR Loan. After receipt of such wire transfers (or, in the Agent’s 's sole discretion, before receipt of such wire transfers), subject to the terms hereof, Agent shall make the requested Revolving Credit Advance to Borrower designated by Borrower Representative in the Notice of Revolving Credit AdvanceBorrower. All payments by each Revolving Lender shall be made without setoff, counterclaim or deduction of any kind. (ii) Not less than once during On the second (2nd) Business Day of each calendar week or more frequently at Agent’s election as aggregate cumulative payments in excess of $2,000,000 are received with respect to the Loans (each, a “"Settlement Date”"), Agent shall will advise each Lender by telephone, or telecopy of the amount of such Lender’s 's Pro Rata Share of principal, interest and Fees paid for the benefit of Lenders with respect to each applicable Loan. Provided that each such Lender has funded all payments or and Advances required to be made by it and has purchased all participations required to be purchased by it under this Agreement and the other Loan Documents as of such Settlement Date, Agent shall will pay to each Lender such Lender’s 's Pro Rata Share of principal, interest and Fees paid by Borrowers Borrower since the previous Settlement Date for the benefit of such that Lender on the Loans held by it. To the extent that any Lender (a “"Non-Funding Lender”") has failed to fund all such payments and Advances or failed to fund the purchase of all such participations, Agent shall be entitled to set off the funding short-fall against that Non-Funding Lender’s 's Pro Rata Share of all payments received from BorrowersBorrower. Such payments shall be made by wire transfer to such Lender’s 's account (as specified by such Lender in Annex H or the applicable Assignment Agreement) not later than 2:00 p.m. (New York time) on the next Business Day following each Settlement Date.

Advances; Payments. (i) Revolving Lenders shall refund or participate in the Swing Line Loan in accordance with clause clauses (iii) and (iv) of Section 1.1(c). If the Swing Line Lender declines to make a Swing Line Loan or if Swing Line Availability is zero, Agent shall notify Revolving Lenders, promptly after receipt of a Notice of Revolving Credit Advance and in any event prior to 1:00 p.m. (New York time) on the date such Notice of Revolving Advance is received, by telecopy, telephone or other similar form of transmission. Each Revolving Lender shall make the amount of such Lender’s 's Pro Rata Share of such Revolving Credit Advance available to Agent in same day funds by wire transfer to Agent’s 's account as set forth in Annex H not later than 3:00 2:00 p.m. (New York time) on the requested funding date, in the case of an Index Rate Loan, and not later than 11:00 a.m. (New York time) on the requested funding date, in the case of a LIBOR Loan. After receipt of such wire transfers (or, in the Agent’s 's sole discretion, before receipt of such wire transfers), subject to the terms hereof, Agent shall make the requested Revolving Credit Advance to Borrower designated by Borrower Representative in not later than 3:00 p.m. (New York time) on the Notice of Revolving Credit Advancerequested funding date. All payments by each Revolving Lender shall be made without setoff, counterclaim or deduction of any kind. (ii) Not less than once during On the 2nd Business Day of each calendar week or more frequently at Agent’s 's election (each, a “"Settlement Date”"), Agent shall advise each Lender by telephone, or telecopy of the amount of such Lender’s 's Pro Rata Share of principal, interest and Fees paid for the benefit of Lenders with respect to each applicable Loan. Provided that each Lender has funded all payments or Advances required to be made by it and has purchased all participations required to be purchased by it under this Agreement and the other Loan Documents as of such Settlement Date, Agent shall pay to each Lender such Lender’s 's Pro Rata Share of principal, interest and Fees paid by Borrowers Borrower since the previous Settlement Date for the benefit of such Lender on the Loans held by it. To the extent that any Lender (a “"Non-Funding Lender”") has failed to fund all such payments and Advances or failed to fund the purchase of all such participations, Agent shall be entitled to set off the funding short-fall against that Non-Funding Lender’s 's Pro Rata Share of all payments received from BorrowersBorrower. Such payments shall be made by wire transfer to such Lender’s 's account (as specified by such Lender in Annex H or the applicable Assignment Agreement) not later than 2:00 p.m. (New York time) on the next Business Day following each Settlement Date.

Advances; Payments. (i) Revolving Lenders shall refund or participate in the Swing Line Loan in accordance with clause clauses (iii) and (iv) of Section 1.1(c1.1(d). If the Swing Line Lender declines to make a Swing Line Loan or if Swing Line Availability is zero, Agent shall notify Revolving Lenders, promptly after receipt of a Notice of Revolving Credit Advance and in any event prior to 1:00 p.m. (New York time) on the date such Notice of Revolving Advance is received, by telecopy, telephone or other similar form of transmission. Each Revolving Lender shall make the amount of such Lender’s 's Pro Rata Share of such Revolving Credit Advance available to Agent in same day funds by wire transfer to Agent’s 's account as set forth in Annex H G not later than 3:00 p.m. (New York time) on the requested funding date, in the case of an Index Rate Loan, and not later than 11:00 a.m. (New York time) on the requested funding date, in the case of a LIBOR Loan. After receipt of such wire transfers (or, in the Agent’s 's sole discretion, before receipt of such wire transfers), subject to the terms hereof, Agent shall make the requested Revolving Credit Advance to Borrower designated by Borrower Representative in the Notice of Revolving Credit AdvanceBorrower. All payments by each Revolving Lender shall be made without setoff, counterclaim or deduction of any kind. (ii) Not less than once during On the second Business Day of each calendar week or more frequently at Agent’s 's election (each, a “"Settlement Date”"), Agent shall advise each Lender by telephone, or telecopy of the amount of such Lender’s 's Pro Rata Share of principal, interest and Fees paid for the benefit of Lenders with respect to each applicable Loan. Provided that each Lender has funded all payments or and Advances required to be made by it and has purchased all participations required to be purchased by it under this Agreement and the other Loan Documents as of such Settlement Date, Agent shall pay to each Lender such Lender’s 's Pro Rata Share of principal, interest and Fees paid by Borrowers Borrower since the previous Settlement Date for the benefit of such Lender on the Loans held by it. To the extent that any Lender (a “"Non-Funding Lender”") has failed to fund all such payments and Advances or failed to fund the purchase of all such participations, Agent shall be entitled to set off the funding short-fall against that Non-Funding Lender’s 's Pro Rata Share of all payments received from BorrowersBorrower. Such payments shall be made by wire transfer to such Lender’s 's account (as specified by such Lender in Annex H G or the applicable Assignment Agreement) not later than 2:00 p.m. (New York time) on the next Business Day following each Settlement Date.

Advances; Payments. (i) Tranche A Revolving Lenders shall refund or participate in the Swing Line Loan in accordance with clause clauses (iii) and (iv) of Section 1.1(c1.1(b). If the Swing Line Lender declines to make a Swing Line Loan or if Swing Line Availability is zero, Agent shall notify Revolving Lenders, Lenders promptly after receipt of a Notice of Revolving Credit Advance and in any event prior to 1:00 p.m. (New York time) on the date such Notice of Revolving Advance is received, by telecopy, telephone or other similar form of transmissiontransmission of the requested Revolving Credit Advance and whether and to the extent that such Advance shall be a Tranche A Revolving Credit Advance or a Tranche B Revolving Credit Advance, or both. Each Revolving Lender shall make the amount of such Lender’s 's Pro Rata Share of such Revolving Credit Advance available to Agent in same day funds by wire transfer to Agent’s 's account as set forth in Annex H not later than 3:00 p.m. (New York time) on the requested funding date, in the case of an Index Rate Loan, Loan and not later than 11:00 a.m. (New York time) on the requested funding date, date in the case of a LIBOR Loan, provided, however, that, Agent shall not request any Tranche A Revolving Lender to make, and no Tranche A Revolving Lender shall have the obligation to make any Tranche A Revolving Credit Advance in excess of Tranche A Borrowing Availability if Agent shall have received written notice from any Tranche A Revolving Lender, or otherwise has knowledge that the requested Tranche A Revolving Credit Advance would result in the outstanding Tranche A Revolving Credit Advances and Letter of Credit Obligations exceeding the Tranche A Borrowing Availability on such funding date; provided further, however, that Agent shall not request any Tranche B Revolving Lender to make, and no Tranche B Revolving Lender shall have the obligation to make, any Tranche B Revolving Credit Advance in excess of Tranche B Borrowing Availability, if Agent shall have received written notice from any Tranche B Revolving Lender, or otherwise has knowledge that the requested Tranche B Revolving Advance would exceed the Tranche B Borrowing Availability on such funding date. Notwithstanding the foregoing, if any requested Revolving Credit Advance exceeds Borrowing Availability, Lenders shall make Advances up to that amount otherwise available under the terms of this Agreement. After receipt of such wire transfers (or, in the Agent’s 's sole discretion, before receipt of such wire transfers), subject to the terms hereof, Agent shall make the requested Revolving Credit Advance to Borrower designated by Borrower Representative in the Notice of Revolving Credit AdvanceBorrower. All payments by each Revolving Lender shall be made without setoff, counterclaim or deduction of any kind. (ii) Not less than once during On the second (2nd) Business Day of each calendar week or more frequently at Agent’s election as aggregate cumulative payments in excess of $3,000,000 are received with respect to the Loans (other than the Swing Line Loan) (each, a “"Settlement Date”"), Agent shall will advise each Lender by telephone, or telecopy of the amount of such Lender’s 's Pro Rata Share of principal, interest and Fees paid for the benefit of Lenders with respect to each applicable Revolving Loan. Provided that each such Lender has funded all payments or and Advances required to be made by it and has purchased all participations required to be purchased by it under this Agreement and the other Loan Documents as of such Settlement Date, Agent shall will pay to each Lender such Lender’s 's Pro Rata Share of principal, interest and Fees paid by Borrowers Borrower since the previous Settlement Date for the benefit of such that Lender on the Loans held by it. To the extent that any Lender (a “"Non-Funding Lender”") has failed to fund all such payments and Advances or failed to fund the purchase of all such participations, Agent shall be entitled to set off the funding short-fall against that Non-Funding Lender’s 's Pro Rata Share of all payments received from BorrowersBorrower. Such payments shall be made by wire transfer to such Lender’s 's account (as specified by such Lender in Annex H or the applicable Assignment Agreement) not later than 2:00 p.m. (New York time) on the next Business Day following each Settlement Date.

Advances; Payments. (i) Revolving Lenders shall refund or participate in the Swing Line Loan in accordance with clause clauses (iii) and (iv) of Section 1.1(c). If the Swing Line Lender declines to make a Swing Line Loan or if Swing Line Availability is zero, Agent shall notify Revolving Lenders, promptly after receipt of a Notice of Revolving Credit Advance and in any event prior to 1:00 p.m. (New York time) on the date such Notice of a Revolving Credit Advance is received, by telecopyfax, telephone or other similar form of transmission. Each Revolving Lender shall make the amount of such Lender’s 's Pro Rata Share of such Revolving Credit Advance available to Agent in same day funds by wire transfer to Agent’s 's account as set forth in Annex H Section 1.1(e) not later than 3:00 p.m. (New York time) on the requested funding date, Funding Date in the case of an Index Rate Loan, Loans and not later than 11:00 a.m. (New York time) on the requested funding date, Funding Date in the case of a LIBOR Loan. After receipt of such wire transfers (or, in the Agent’s 's sole discretion, before receipt of such wire transfers), subject to the terms hereof, Agent shall make the requested Revolving Credit Advance to Borrower Borrowers as designated by Borrower Representative in the Notice of Revolving Credit Advance. All payments by each Revolving Lender shall be made without setoff, counterclaim or deduction of any kind. (ii) Not less than At least once during each calendar week or more frequently at Agent’s 's election (each, a “"Settlement Date”"), Agent shall advise each Lender by telephone, telephone or telecopy fax of the amount of such Lender’s 's Pro Rata Share of principal, interest and Fees paid for the benefit of Lenders with respect to each applicable Loan. Provided that each Lender has funded all payments or and Advances required to be made by it and has purchased all participations required to be purchased by it under this Agreement and the other Loan Documents as of such Settlement Date, Agent shall pay to each Lender such Lender’s 's Pro Rata Share of principal, interest and Fees paid by Borrowers since the previous Settlement Date for the benefit of such Lender on the Loans held by it. Such payments shall be made by wire transfer to such Lender's account (as specified by such Lender in Annex E or the applicable Assignment Agreement) not later than 2:00 p.m. (New York time) on the next Business Day following each Settlement Date. To the extent that any Lender (a “"Non-Funding Lender”") has failed to fund all such payments and Advances or failed to fund the purchase of all such participations, Agent shall be entitled to set off the funding short-fall shortfall against that Non-Funding Lender’s 's Pro Rata Share of all payments received from Borrowers. Such payments shall be made by wire transfer to such Lender’s account (as specified by such Lender in Annex H or the applicable Assignment Agreement) not later than 2:00 p.m. (New York time) on the next Business Day following each Settlement Date.

Advances; Payments. (i) Revolving Lenders shall refund or participate in the Swing Line Loan in accordance with clause clauses (iii) and (iv) of Section 1.1(c). If the Swing Line Lender declines to make a Swing Line Loan or if Swing Line Availability is zero, Agent shall notify Revolving Lenders, promptly after receipt of a Notice of Revolving Credit Advance and in any event prior to 1:00 p.m. (New York time) on the date such Notice of Revolving Advance is received, by telecopy, telephone or other similar form of transmission. Each Revolving Lender shall make the amount of such Lender’s Pro Rata Share of such Revolving Credit Advance available to Agent in same day funds by wire transfer to Agent’s account as set forth in Annex H not later than 3:00 p.m. (New York time) on the requested funding date, in the case of an Index Rate Loan, and not later than 11:00 a.m. noon (New York time) on the requested funding date, in the case of a LIBOR Loan. After receipt of such wire transfers (or, in Agent’s sole discretion, before receipt of such wire transfers), subject to the terms hereof, Agent shall make the requested Revolving Credit Advance to Borrower designated by Borrower Representative in the Notice of Revolving Credit Advance. All payments by each Revolving Lender shall be made without setoff, counterclaim or deduction of any kind.. Table of Contents (ii) Not less than once during each calendar week or more frequently at Agent’s election (each, a “Settlement Date”), Agent shall advise each Lender by telephone, or telecopy of the amount of such Lender’s Pro Rata Share of principal, interest and Fees paid for the benefit of Lenders with respect to each applicable Loan. Provided that each Lender has funded all payments or Advances required to be made by it and has purchased all participations required to be purchased by it under this Agreement and the other Loan Documents as of such Settlement Date, Agent shall pay to each Lender such Lender’s Pro Rata Share of principal, interest and Fees paid by Borrowers since the previous Settlement Date for the benefit of such Lender on the Loans held by it. To the extent that any Lender (a “Non-Funding Lender”) has failed to fund all such payments and Advances or failed to fund the purchase of all such participations, Agent shall be entitled to set off the funding short-fall against that Non-Funding Lender’s Pro Rata Share of all payments received from Borrowers. Such payments shall be made by wire transfer to such Lender’s account (as specified by such Lender in Annex H or the applicable Assignment Agreement) not later than 2:00 p.m. (New York time) on the next Business Day following each Settlement Date.

Advances; Payments. (i) Revolving Lenders shall refund or participate in the Swing Line Loan in accordance with clause (iii) of Section 1.1(c2.1(b). If the Swing Line Lender declines to make a Swing Line Loan or if Swing Line Availability is zero, Agent shall notify Revolving Lenders, promptly after receipt of a Notice of Revolving Credit Advance and in any event prior to 1:00 p.m. (New York time) on the date such Notice of Revolving Credit Advance is received, by telecopyfax, telephone or other similar form of transmission. Each Revolving Lender shall make the amount of such LenderXxxxxx’s Pro Rata Share of such Revolving Credit Advance available to Agent in same day funds by wire transfer to Agent’s account as set forth in Annex H B not later than 3:00 p.m. (New York time) on the requested funding date, in the case of an Index a Base Rate Loan, and not later than 11:00 a.m. (New York time) on the requested funding date, in the case of a LIBOR BATerm XXXXX Loan or a Term SOFR Loan. After receipt of such wire transfers (or, in Agent’s sole discretion, before receipt of such wire transfers), subject to the terms hereof, Agent shall make the requested Revolving Credit Advance to the applicable Borrower designated by Borrower Representative in the Notice of Revolving Credit Advance. All payments by each Revolving Lender shall be made without setoff, counterclaim or deduction of any kind. (ii) Not less than once during each calendar week or more frequently at Agent’s election (each, a “Settlement Date”), Agent shall advise each Lender by telephonetelephone (confirmed promptly thereafter in writing), fax, or telecopy similar form of transmission, of the amount of such LenderXxxxxx’s Pro Rata Share of principal, interest and Fees paid for the benefit of Lenders with respect to each applicable Loan. Provided that each Lender has funded all payments or Advances required to be made by it and has purchased all participations required to be purchased by it under this Agreement and the other Loan Documents as of such Settlement Date, Agent shall pay to each Lender such LenderXxxxxx’s Pro Rata Share of principal, interest and Fees paid by Borrowers since the previous Settlement Date for the benefit of such Lender on the Loans held by it. To the extent that any Lender (a “Non-Funding Lender”) has failed to fund all such payments and Advances or failed to fund the purchase of all such participations, Agent shall be entitled to set off the funding short-fall against that any Non-Funding LenderXxxxxx’s Pro Rata Share of all payments received from Borrowers. Such Borrowers and hold, in a non-interest bearing account, all payments shall be made received by wire transfer Agent for the benefit of any Non-Funding Lender pursuant to this Agreement as cash collateral for any unfunded reimbursement obligations of such Lender’s account (as specified by such Non-Funding Lender in Annex H or until the applicable Assignment Agreement) not later than 2:00 p.m. (New York time) on the next Business Day following each Settlement Date.Obligations are

Advances; Payments. (i) Revolving Lenders shall refund or participate in the Swing Line Loan in accordance with clause clauses (iii) and (iv) of Section 1.1(c). If the Swing Line Lender declines to make a Swing Line Loan or if Swing Line Availability is zero, Agent shall notify Revolving Lenders, promptly after receipt of a Notice of Revolving Credit Advance and in any event prior to 1:00 p.m. (New York time) on the date such Notice of Revolving Advance is received, by telecopy, telephone or other similar form of transmission. Each Revolving Lender shall make the amount of such Lender’s Pro Rata Share of such Revolving Credit Advance available to Agent in same day funds by wire transfer to Agent’s account as set forth in Annex H not later than 3:00 p.m. (New York time) on the requested funding date, in the case of an Index Rate Loan, and not later than 11:00 a.m. 12:00 noon (New York time) on the requested funding date, in the case of a LIBOR Loan. After receipt of such wire transfers (or, in the Agent’s sole discretion, before receipt of such wire transfers), subject to the terms hereof, Agent shall make the requested Revolving Credit Advance to the Borrower designated by Borrower Representative in the Notice of Revolving Credit Advance. All payments by each Revolving Lender shall be made without setoff, counterclaim or deduction of any kind. (ii) Not less than once during each calendar week or more frequently at Agent’s election (each, a “Settlement Date”), Agent shall advise each Lender by telephone, or telecopy of the amount of such Lender’s Pro Rata Share of principal, interest and Fees paid for the benefit of Lenders with respect to each applicable Loan. Provided that each Lender has funded all payments or Advances required to be made by it and has purchased all participations required to be purchased by it under this Agreement and the other Loan Documents as of such Settlement Date, Agent shall pay to each Lender such Lender’s Pro Rata Share of principal, interest and Fees paid by Borrowers since the previous Settlement Date for the benefit of such Lender on the Loans held by it. To the extent that any Lender (a “Non-Funding Lender”) has failed to fund all such payments and Advances or failed to fund the purchase of all such participations, Agent shall be entitled to set off the funding short-fall against that Non-Funding Lender’s Pro Rata Share of all payments received from Borrowers. Such payments shall be made by wire transfer to such Lender’s account (as specified by such Lender in Annex H or the applicable Assignment Agreement) not later than 2:00 p.m. (New York time) on the next Business Day following each Settlement Date.

Advances; Payments. (i) Tranche A Revolving Lenders shall refund or participate in the Swing Line Loan in accordance with clause clauses (iii) and (iv) of Section 1.1(c1.1(b). If the Swing Line Lender declines to make a Swing Line Loan or if Swing Line Availability is zero, Agent shall notify Tranche A Revolving Lenders, promptly after receipt of a Notice of Tranche A Revolving Credit Advance and in any event prior to 1:00 p.m. (New York time) on the date such Notice of Tranche A Revolving Credit Advance is received, by telecopy, telephone or other similar form of transmission. Each Tranche A Revolving Lender shall make the amount of such Lender’s Pro Rata Share of such Tranche A Revolving Credit Advance available to Agent in same day funds by wire transfer to Agent’s account as set forth in Annex H not later than 3:00 p.m. (New York time) on the requested funding date, in the case of an Index Rate Loan, and not later than 11:00 a.m. (New York time) on the requested funding date, in the case of a LIBOR Loan. After receipt of such wire transfers (or, in the Agent’s sole discretion, before receipt of such wire transfers), subject to the terms hereof, Agent shall make the requested Tranche A Revolving Credit Advance to the Borrower designated by Borrower Representative in the Notice of Tranche A Revolving Credit Advance. All payments by each Tranche A Revolving Lender shall be made without setoff, counterclaim or deduction of any kind. (ii) Not less than once during each calendar week or more frequently at Agent’s election election, (each, a “Settlement Date”), Agent shall advise each Lender by telephone, or telecopy of the amount of such Lender’s Pro Rata Share of principal, interest and Fees paid for the benefit of Lenders with respect to each applicable Loan. Provided that each Lender has funded all payments or Advances required to be made by it and has purchased all participations required to be purchased by it under this Agreement and the other Loan Documents as of such Settlement Date, Agent shall pay to each Lender such Lender’s Pro Rata Share of principal, interest and Fees paid by Borrowers since the previous Settlement Date for the benefit of such Lender on the Loans held by it. To the extent that any Lender (a “Non-Funding Lender”) has failed to fund all such payments and Advances or failed to fund the purchase of all such participations, Agent shall be entitled to set off the funding short-fall against that Non-Funding Lender’s Pro Rata Share of all payments received from Borrowers. Such payments shall be made by wire transfer to such Lender’s account (as specified by such Lender in Annex H or the applicable Assignment Agreement) not later than 2:00 p.m. (New York time) on the next Business Day following each such Settlement Date.

Advances; Payments. (i) Revolving Lenders shall refund or participate in the Swing Line Loan in accordance with clause clauses (iii) and (iv) of Section 1.1(c). If the Swing Line Lender declines to make a Swing Line Loan or if Swing Line Availability is zero, Agent shall notify Revolving Lenders, promptly after receipt of a Notice of Revolving Credit Advance and in any event prior to 1:00 p.m. (New York time) on the date such Notice of Revolving Advance is received, by telecopy, telephone or other similar form of transmission. Each Revolving Lender shall make the amount of such Lender’s Pro Rata Share of such Revolving Credit Advance available to Agent in same day funds by wire transfer to Agent’s account as set forth in Annex H not later than 3:00 p.m. (New York time) on the requested funding date, in the case of an Index Rate Loan, and not later than 11:00 a.m. (New York time) on the requested funding date, in the case of a LIBOR Loan. After receipt of such wire transfers (or, in the Agent’s sole discretion, before receipt of such wire transfers), subject to the terms hereof, Agent shall make the requested Revolving Credit Advance to Borrower designated by Borrower Representative in the Notice of Revolving Credit Advance. All payments by each Revolving Lender shall be made without setoff, counterclaim or deduction of any kind. (ii) Not less than once during On the 2nd Business Day of each calendar week or more frequently at Agent’s election (each, a “Settlement Date”), Agent shall advise each Lender by telephone, or telecopy of the amount of such Lender’s Pro Rata Share of principal, interest and Fees paid for the benefit of Lenders with respect to each applicable Loan. Provided that each Lender has funded all payments or Advances required to be made by it and has purchased all participations required to be purchased by it under this Agreement and the other Loan Documents as of such Settlement Date, Agent shall pay to each Lender such Lender’s Pro Rata Share of principal, interest and Fees paid by Borrowers since the previous Settlement Date for the benefit of such Lender on the Loans held by it. To the extent that any Lender (a “Non-Funding Lender”) has failed to fund all such payments and Advances or failed to fund the purchase of all such participations, Agent shall be entitled to set off the funding short-fall against that Non-Funding Lender’s Pro Rata Share of all payments received from Borrowers. Such payments shall be made by wire transfer to such Lender’s account (as specified by such Lender in Annex H or the applicable Assignment Agreement) not later than 2:00 p.m. (New York time) on the next Business Day following each Settlement Date.

Advances; Payments. (i) Revolving Lenders shall refund or participate in the Swing Line Loan in accordance with clause (iii) of Section 1.1(c). If the Swing Line Lender declines to make a Swing Line Loan or if Swing Line Availability is zero, Agent shall notify Revolving Lenders, promptly after receipt of a Notice of Revolving Credit Advance and in any event prior to 1:00 p.m. (New York time) on the date such Notice of Revolving Advance is received, by telecopy, telephone or other similar form of transmission. Each Revolving Lender shall make the amount of such Lender’s 's Pro Rata Share of such Revolving Credit Advance available to Agent in same day funds by wire transfer to Agent’s 's account as set forth in Annex H not later than 3:00 p.m. (New York time) on the requested funding date, in the case of an Index Rate Loan, and not later than 11:00 a.m. (New York time) on the requested funding date, in the case of a LIBOR Loan. After receipt of such wire transfers (or, in the Agent’s 's sole discretion, before receipt of such wire transfers), subject to the terms hereof, Agent shall make the requested Revolving Credit Advance to Borrower designated by Borrower Representative in the Notice of Revolving Credit AdvanceBorrower. All payments by each Revolving Lender shall be made without setoff, counterclaim or deduction of any kind. (ii) Not less than once during On the second (2nd) Business Day of each calendar week or more frequently at Agent’s election as aggregate cumulative payments in excess of $2,000,000 are received with respect to the Loans (each, a “"Settlement Date”"), Agent shall will advise each Lender by telephone, or telecopy of the amount of such Lender’s 's Pro Rata Share of principal, interest and Fees paid for the benefit of Lenders with respect to each applicable Loan. Provided that each such Lender has funded all payments or and Advances required to be made by it and has purchased all participations required to be purchased by it under this Agreement and the other Loan Documents as of such Settlement Date, Agent shall will pay to each Lender such Lender’s 's Pro Rata Share of principal, interest and Fees paid by Borrowers Borrower since the previous Settlement Date for the benefit of such that Lender on the Loans held by it. To the extent that any Lender (a “"Non-Funding Lender”") has failed to fund all such payments and Advances or failed to fund the purchase of all such participationsAdvances, Agent shall be entitled to set off the funding short-fall against that Non-Funding Lender’s 's Pro Rata Share of all payments received from BorrowersBorrower. Such payments shall be made by wire transfer to such Lender’s 's account (as specified by such Lender in Annex H or the applicable Assignment Agreement) not later than 2:00 p.m. (New York time) on the next Business Day following each Settlement Date.

Advances; Payments. (i) Revolving Lenders shall refund or participate in the Swing Line Loan in accordance with clause clauses (iii) and (iv) of Section 1.1(c). If the Swing Line Lender declines to make a Swing Line Loan or if Swing Line Availability is zero, Agent shall notify Revolving Lenders, promptly after receipt of a Notice of Revolving Credit Advance and in any event prior to 1:00 p.m. (New York time) on the date such Notice of a Revolving Credit Advance is received, by telecopyfax, telephone or other similar form of transmission. Each Revolving Lender shall make the amount of such Lender’s Pro Rata Share of such Revolving Credit Advance available to Agent in same day funds by wire transfer to Agent’s account as set forth in Annex H Section 1.1(e) not later than 3:00 p.m. (New York time) on the requested funding date, Funding Date in the case of an Index Rate Loan, Loans and not later than 11:00 a.m. (New York time) on the requested funding date, Funding Date in the case of a LIBOR Loan. After receipt of such wire transfers (or, in Agent’s sole discretion, before receipt of such wire transfers), subject to the terms hereof, Agent shall make the requested Revolving Credit Advance to Borrower as designated by Borrower Representative in the Notice of Revolving Credit Advance. All payments by each Revolving Lender shall be made without setoff, counterclaim or deduction of any kind. (ii) Not less than At least once during each calendar week or more frequently at Agent’s election (each, a “Settlement Date”), Agent shall advise each Lender by telephone, telephone or telecopy fax of the amount of such Lender’s Pro Rata Share of principal, interest and Fees paid for the benefit of Lenders with respect to each applicable Loan. Provided that each Lender has funded all payments or and Advances required to be made by it and has purchased funded all purchases of participations required to be purchased funded by it under this Agreement and the other Loan Documents as of such Settlement Date, Agent shall pay to each Lender such Lender’s Pro Rata Share of principal, interest and Fees paid by Borrowers Borrower since the previous Settlement Date for the benefit of such Lender on the Loans held by it. Such payments shall be made by wire transfer to such Lender’s account (as specified by such Lender in Annex E or the applicable Assignment Agreement) not later than 2:00 p.m. (New York time) on the next Business Day following each Settlement Date. To the extent that any Lender (a “Non-Funding Lender”) has failed to fund all such payments and Advances or failed to fund the purchase of all such participations, Agent shall be entitled to set off the funding short-fall against that Non-Funding Lender’s Pro Rata Share of all payments received from Borrowers. Such payments shall be made by wire transfer to such Lender’s account (as specified by such Lender in Annex H or the applicable Assignment Agreement) not later than 2:00 p.m. (New York time) on the next Business Day following each Settlement DateBorrower.

Advances; Payments. (i) Revolving Lenders shall refund or participate in the Swing Line Loan in accordance with clause (iii) of Section 1.1(c). If the Swing Line Lender declines to make a Swing Line Loan or if Swing Line Availability is zero, Agent shall notify Revolving Lenders, promptly after receipt of a Notice of Revolving Credit Advance Borrowing and in any event prior to 1:00 2:00 p.m. (New York time) on the date such Notice of Revolving Advance notice is received, by telecopy, telephone or other similar form of transmission. Each Revolving Lender shall make the amount of such Lender’s Pro Rata Share of such Revolving Credit Advance available to Agent in same day funds by wire transfer to Agent’s account as set forth in Annex H not later than 3:00 p.m. (New York time) on the requested funding date, in the case of an Index a Base Rate Loan, and not later than 11:00 a.m. 1:00 p.m. (New York time) on the requested funding date, in the case of a LIBOR Loan. After receipt of such wire transfers (or, in the Agent’s sole discretion, before receipt of such wire transfers), subject to the terms hereof, Agent shall make the requested Revolving Credit Advance to the Borrower designated by Borrower Representative in the Notice of Revolving Credit AdvanceBorrowing. All payments by each Revolving Lender shall be made without setoff, counterclaim or deduction of any kind. In the event Agent makes any Advance (in accordance with Section 2.2 hereof) available to Borrowers after 1:00 p.m. (New York time) on the requested funding date, on behalf of any Lender who is unable to make the amount of such Lender’s Pro Rata Share of such Advance available to Agent in a timely manner in accordance with this Agreement, then the Lender or Lenders on whose behalf Agent makes such Advance shall repay the amount of such Advance to Agent (prior to any other repayment or reimbursement obligations arising under this Agreement) in full no later than the next Business Day on the terms set forth in this Agreement, regardless of the occurrence of any subsequent Default or Event of Default, and in such event Agent shall be entitled to retain for its account all interest accrued on such Advance until reimbursed by the applicable Revolving Lender. (ii) Not less than once during On the 2nd Business Day of each calendar week or more frequently at Agent’s election (each, a “Settlement Date”), Agent shall advise each Lender by telephone, or telecopy of the amount of such Lender’s Pro Rata Share of principal, interest and Fees paid for the benefit of Lenders with respect to each applicable Loan. Provided that each Lender has funded all payments or Advances required to be made by it and has purchased all participations required to be purchased by it under this Agreement and the other Loan Documents as of such Settlement Date, Agent shall pay to each Lender such Lender’s Pro Rata Share of principal, interest and Fees paid by Borrowers since the previous Settlement Date for the benefit of such Lender on the Loans Revolving Loan held by itit (promptly upon receipt by Agent of such Borrowers’ payments), except that with respect to a LIBOR Loan, such principal and interest shall be paid on the last day of the relevant LIBOR Period. To the extent that any Lender (a “Non-Funding Lender”) has failed to fund all such payments and Advances or failed to fund the purchase of all such participations, Agent shall be entitled to set off the funding short-fall shortfall against that Non-Funding Lender’s Pro Rata Share of all payments received from Borrowers. Such payments shall be made by wire transfer to such Lender’s account (as specified by such Lender in Annex H or the applicable Assignment Agreement) not later than 2:00 p.m. (New York time) on the next Business Day following each Settlement Date.

Advances; Payments. (i) Revolving Lenders shall refund or participate in the Swing Line Loan in accordance with clause clauses (iii) and (iv) of Section 1.1(c). If the Swing Line Lender declines to make a Swing Line Loan or if Swing Line Availability is zero, Agent shall notify Revolving Lenders, promptly after receipt of a Notice of Revolving Credit Advance and in any event prior to 1:00 p.m. (New York time) on the date such Notice of a Revolving Credit Advance is received, by telecopyfax, telephone or other similar form of transmission. Each Revolving Lender shall make the amount of such Lender’s Pro Rata Share of such Revolving Credit Advance available to Agent in same day funds by wire transfer to Agent’s account as set forth in Annex H Section 1.1(e) not later than 3:00 p.m. (New York time) on the requested funding date, Funding Date in the case of an Index Rate Loan, Loans and not later than 11:00 a.m. (New York time) on the requested funding date, Funding Date in the case of a LIBOR Loan. After receipt of such wire transfers (or, in Agent’s sole discretion, before receipt of such wire transfers), subject to the terms hereof, Agent shall make the requested Revolving Credit Advance to Borrower Borrowers as designated by Borrower Representative in the Notice of Revolving Credit Advance. All payments by each Revolving Lender shall be made without setoff, counterclaim or deduction of any kind. (ii) Not less than At least once during each calendar week or more frequently at Agent’s election (each, a “Settlement Date”), Agent shall advise each Lender by telephone, telephone or telecopy fax of the amount of such Lender’s Pro Rata Share of principal, interest and Fees paid for the benefit of Lenders with respect to each applicable Loan. Provided that each Lender has funded all payments or and Advances required to be made by it and has purchased all participations required to be purchased by it under this Agreement and the other Loan Documents as of such Settlement Date, Agent shall pay to each Lender such Lender’s Pro Rata Share of principal, interest and Fees paid by Borrowers since the previous Settlement Date for the benefit of such Lender on the Loans held by it. Such payments shall be made by wire transfer to such Lender’s account (as specified by such Lender in Annex E or the applicable Assignment Agreement) not later than 2:00 p.m. (New York time) on the next Business Day following each Settlement Date. To the extent that any Lender (a “Non-Funding Lender”) has failed to fund all such payments and Advances or failed to fund the purchase of all such participations, Agent shall be entitled to set off the funding short-fall shortfall against that Non-Funding Lender’s Pro Rata Share of all payments received from Borrowers. Such payments shall be made by wire transfer to such Lender’s account (as specified by such Lender in Annex H or the applicable Assignment Agreement) not later than 2:00 p.m. (New York time) on the next Business Day following each Settlement Date.

Advances; Payments. (i) Revolving Lenders shall refund or participate in the Swing Line Loan in accordance with clause clauses (iii) and (iv) of Section 1.1(c). If the Swing Line Lender declines to make a Swing Line Loan or if Swing Line Availability is zero, Agent shall notify Revolving Lenders, promptly after receipt of a Notice of Revolving Credit Advance and in any event prior to 1:00 p.m. (New York time) on the date such Notice of Revolving Advance is received, by telecopy, telephone or other similar form of transmission. Each Revolving Lender shall make the amount of such Lender’s Pro Rata Share of such Revolving Credit Advance available to Agent in same day funds by wire transfer to Agent’s account as set forth in Annex H not later than 3:00 p.m. (New York time) on the requested funding date, in the case of an Index Rate Loan, Loan and not later than 11:00 a.m. (New York time) on the requested funding date, date in the case of a LIBOR Loan. After receipt of such wire transfers (or, in the Agent’s sole discretion, before receipt of such wire transfers), subject to the terms hereof, Agent shall make the requested Revolving Credit Advance to Borrower designated by Borrower Representative in the Notice of Revolving Credit AdvanceBorrower. All payments by each Revolving Lender shall be made without setoff, counterclaim or deduction of any kind. (ii) . Not less than once during each calendar week or more frequently at Agent’s election (each, a “Settlement Date”), Agent shall advise each Lender by telephone, or telecopy of the amount of such Lender’s Pro Rata Share of principal, interest and Fees paid for the benefit of Lenders with respect to each applicable Loan. Provided that each Lender has funded all payments or and Advances required to be made by it and has purchased all participations required to be purchased by it under this Agreement and the other Loan Documents as of such Settlement Date, Agent shall pay to each Lender such Lender’s Pro Rata Share of principal, interest and Fees paid by Borrowers Borrower since the previous Settlement Date for the benefit of such Lender on the Loans held by it. To the extent that any Lender (a “Non-Funding Lender”) has failed to fund all such payments and Advances or failed to fund the purchase of all such participations, Agent shall be entitled to set off the funding short-fall against that Non-Funding Lender’s Pro Rata Share of all payments received from BorrowersBorrower. Such payments shall be made by wire transfer to such Lender’s account (as specified by such Lender in Annex H or the applicable Assignment Agreement) not later than 2:00 p.m. (New York time) on the next Business Day following each Settlement Date.

Advances; Payments. (i) Revolving Lenders shall refund or participate in the Swing Line Loan in accordance with clause clauses (iii) and (iv) of Section 1.1(c). If the Swing Line Lender declines to make a Swing Line Loan Advance or if Swing Line Availability is zero, Agent shall notify Revolving Lenders, promptly after receipt of a Notice of Revolving Credit Advance and in any event prior to 1:00 p.m. (New York time) on the date such Notice of a Revolving Credit Advance is received, by telecopyfax, telephone or other similar form of transmission. Each Revolving Lender shall make the amount of such Lender’s Pro Rata Share of such Revolving Credit Advance available to Agent in same day funds by wire transfer to Agent’s account as set forth in Annex H Section 1.1(e) not later than 3:00 p.m. (New York time) on the requested funding date, Funding Date in the case of an Index Rate Loan, Loans and not later than 11:00 a.m. (New York time) on the requested funding date, Funding Date in the case of a LIBOR Loan. After receipt of such wire transfers (or, in the Agent’s sole discretion, before receipt of such wire transfers), subject to the terms hereof, Agent shall make the requested Revolving Credit Advance to Borrower Borrowers as designated by Borrower Representative in the Notice of Revolving Credit Advance. All payments by each Revolving Lender shall be made without setoff, counterclaim or deduction of any kind. (ii) Not less than At least once during each calendar week or more frequently at Agent’s election (each, a “Settlement Date”), Agent shall advise each Lender by telephone, telephone or telecopy fax of the amount of such Lender’s Pro Rata Share of principal, interest and Fees paid for the benefit of Lenders with respect to each applicable Loan. Provided that each Lender has funded all payments or and Advances required to be made by it and has purchased all participations required to be purchased by it under this Agreement and the other Loan Documents as of such Settlement Date, Agent shall pay to each Lender such Lender’s Pro Rata Share of principal, interest and Fees paid by Borrowers since the previous Settlement Date for the benefit of such Lender on the Loans held by it. Such payments shall be made by wire transfer to such Lender’s account (as specified by such Lender in Annex E or the applicable Assignment Agreement) not later than 2:00 p.m. (New York time) on the next Business Day following each Settlement Date. To the extent that any Lender (a “Non-Funding Lender”) has failed to fund all such payments and Advances or failed to fund the purchase of all such participations, Agent shall be entitled to set off the funding short-fall shortfall against that Non-Funding Lender’s Pro Rata Share of all payments received from Borrowers. Such Borrowers and hold, in a non-interest bearing account, all payments received by Agent for the benefit of any Non-Funding Lender pursuant to this Agreement as cash collateral for any unfunded reimbursement obligations of such Non-Funding Lender until the Obligations are paid in full in cash, all Letter of Credit Obligations have been discharged or cash collateralized and all Commitments have been terminated, and upon such unfunded obligations owing by a Non-Funding Lender becoming due and payable, Agent shall be made authorized to use such cash collateral to make such payment on behalf of such Non-Funding Lender. Any amounts owing by wire transfer a Non-Funding Lender to Agent which are not paid when due shall accrue interest at the interest rate applicable during such Lender’s account (as specified by such Lender in Annex H or the applicable Assignment Agreement) not later than 2:00 p.m. (New York time) on the next Business Day following each Settlement Date.period to Revolving Loans that are Index Rate Loans..

Advances; Payments. (i) Revolving Lenders shall refund or participate in either of the Swing Line Loan Loans in accordance with clause CLAUSES (iiiIII) and (IV) of Section 1.1(cSECTION 1.1(C). If the Swing Line Lender declines to make a Swing Line Loan or if Swing Line Availability is zero, Revolver Agent shall notify Revolving Lenders, promptly after receipt of a Notice of Revolving Credit Advance and in any event prior to 1:00 p.m. (New York time) on the date such Notice of Revolving Advance is received, by telecopy, telephone or other similar form of transmission. Each Revolving Lender shall make the amount of such Lender’s 's Pro Rata Share of such Revolving Credit Advance available to Revolver Agent in same day funds by wire transfer to Revolver Agent’s 's account as set forth in Annex ANNEX H not later than 3:00 p.m. (New York time) on the requested funding date, in the case of an Index Rate Loan, and not later than 11:00 a.m. (New York time) on the requested funding date, in the case of a LIBOR Loan. After receipt of such wire transfers (or, in the Revolver Agent’s 's sole discretion, before receipt of such wire transfers), subject to the terms hereof, Revolver Agent shall make the requested Revolving Credit Advance to the Borrower designated by Borrower Representative in the Notice of Revolving Credit Advance. All payments by each Revolving Lender shall be made without setoff, counterclaim or deduction of any kind. (ii) Not less than once during On the second (2nd) Business Day of each calendar week or more frequently at Agent’s election as aggregate cumulative payments in excess of $2,000,000 are received with respect to the Loans (other than a Swing Line Loan) (each, a “Settlement Date”"SETTLEMENT DATE"), Revolver Agent shall will advise each Lender by telephone, or telecopy of the amount of such Lender’s 's Pro Rata Share of principal, interest and Fees paid for the benefit of Lenders with respect to each applicable Loan. Provided that each such Lender has funded all payments or Advances required to be made by it and has purchased all participations required to be purchased by it under this Agreement and the other Loan Documents as of such Settlement Date, Revolver Agent shall will pay to each Lender such Lender’s 's Pro Rata Share of principal, interest and Fees paid by Borrowers since the previous Settlement Date for the benefit of such that Lender on the Loans held by it. To the extent that any Lender (a “Non"NON-Funding Lender”FUNDING LENDER") has failed to fund all such payments and Advances or failed to fund the purchase of all such participations, and for so long as such failure continues, Revolver Agent shall be entitled to set off the funding short-fall against that Non-Funding Lender’s 's Pro Rata Share of all payments received from Borrowers. Such payments shall be made by wire transfer to such Lender’s 's account (as specified by such Lender in Annex ANNEX H or the applicable Assignment Agreement) not later than 2:00 p.m. (New York time) on the next Business Day following each Settlement Date.

Advances; Payments. (i) Revolving Lenders shall refund or participate in the Swing Line Loan in accordance with clause clauses (iii) and (iv) of Section 1.1(c). If the Swing Line Lender declines to make a Swing Line Loan or if Swing Line Availability is zero, Agent shall notify Revolving Lenders, promptly after receipt of a Notice of Revolving Credit Advance and in any event prior to 1:00 p.m. (New York time) on the date such Notice of a Revolving Credit Advance is received, by telecopyfax, telephone or other similar form of transmission. Each Revolving Lender shall make the amount of such Lender’s Pro Rata Share of such Revolving Credit Advance available to Agent in same day funds by wire transfer to Agent’s account as set forth in Annex H Section 1.1(f) not later than 3:00 p.m. (New York time) on the requested funding date, Funding Date in the case of an Index Rate Loan, Loans and not later than 11:00 a.m. (New York time) on the requested funding date, Funding Date in the case of a LIBOR Loan. After receipt of such wire transfers (or, in Agent’s sole discretion, before receipt of such wire transfers), subject to the terms hereof, Agent shall make the requested Revolving Credit Advance to Borrower as designated by Borrower Representative in the Notice of Revolving Credit Advance. All payments by each Revolving Lender shall be made without setoff, counterclaim or deduction of any kind. (ii) Not less than At least once during each calendar week or more frequently at Agent’s election (each, a “Settlement Date”), if the Agent has received any payments by Borrower hereunder, Agent shall advise each Lender by telephone, telephone or telecopy fax of the amount of such Lender’s Pro Rata Share of principal, interest and Fees paid for the benefit of Lenders with respect to each applicable Loan. Provided that each Lender has funded all payments or and Advances required to be made by it and has purchased funded all purchases of participations required to be purchased funded by it under this Agreement and the other Loan Documents as of such Settlement DateDate and subject to Section 8.5(d), Agent shall pay to each Lender such Lender’s Pro Rata Share of principal, interest and Fees paid by Borrowers Borrower since the previous Settlement Date for the benefit of such Lender on the Loans held by it. To the extent that any Lender (a “Non-Funding Lender”) has failed to fund all such payments and Advances or failed to fund the purchase of all such participations, Agent shall be entitled to set off the funding short-fall against that Non-Funding Lender’s Pro Rata Share of all payments received from Borrowers. Such payments shall be made by wire transfer to such Lender’s account (as specified by such Lender in Annex H or on record with the applicable Assignment AgreementAgent) not later than 2:00 p.m. (New York time) on the next Business Day following each Settlement Date. To the extent that any Lender becomes a Defaulting Lender, Agent shall be entitled to set off any funding obligation short-fall against such Defaulting Lender’s Pro Rata Share of all payments received from Borrower.

Advances; Payments. (i) Tranche A Revolving Lenders shall refund or participate in the Swing Line Loan in accordance with clause clauses (iii) and (iv) of Section 1.1(c). If the Swing Line Lender declines to make a Swing Line Loan or if Swing Line Availability is zero, Agent shall notify Tranche A Revolving Lenders, promptly after receipt of a Notice of Tranche A Revolving Credit Advance and in any event prior to 1:00 12:00 p.m. (New York Los Angeles time) on the date such Notice of Tranche A Revolving Advance is received, by telecopy, telephone or other similar form of transmission. Each Tranche A Revolving Lender shall make the amount of such Lender’s 's Pro Rata Share of such Tranche A Revolving Credit Advance available to Agent in same day funds by wire transfer to Agent’s 's account as set forth in Annex H not later than 3:00 2:00 p.m. (New York Los Angeles time) on the requested funding date, in the case of an Index Rate Loan, and not later than 11:00 a.m. (New York time) on the requested funding date, in the case of a LIBOR Loan. After receipt of such wire transfers (or, in the Agent’s 's sole discretion, before receipt of such wire transfers), subject to the terms hereof, Agent shall make the requested Tranche A Revolving Credit Advance to Borrower designated by Borrower Representative in the Notice of Revolving Credit AdvanceBorrower. All payments by each Tranche A Revolving Lender shall be made without setoff, counterclaim or deduction of any kind. (ii) Not less than once during . On the 2nd Business Day of each calendar week or more frequently at Agent’s 's election (each, a “"Settlement Date”"), Agent shall advise each Lender by telephone, or telecopy of the amount of such Lender’s 's Pro Rata Share of principal, interest and Fees paid for the benefit of Lenders with respect to each applicable Loan. Provided that each Lender has funded all payments or Advances required to be made by it and has purchased all participations required to be purchased by it under this Agreement and the other Loan Documents as of such Settlement Date, Agent shall pay to each Lender such Lender’s 's Pro Rata Share of principal, interest and Fees paid by Borrowers Borrower since the previous Settlement Date for the benefit of such Lender on the Loans held by it. To the extent that any Lender (a “"Non-Funding Lender”") has failed to fund all such payments and Advances or failed to fund the purchase of all such participations, Agent shall be entitled to set off the funding short-fall against that Non-Funding Lender’s 's Pro Rata Share of all payments received from BorrowersBorrower. Such payments shall be made by wire transfer to such Lender’s 's account (as specified by such Lender in Annex H or the applicable Assignment Agreement) not later than 2:00 1:00 p.m. (New York Los Angeles time) on the next Business Day following each Settlement Date.

Advances; Payments. (i) Revolving Lenders shall refund or participate in the Swing Line Loan in accordance with clause (iii) of Section 1.1(c). If the Swing Line Lender declines to make a Swing Line Loan or if Swing Line Availability is zero, Agent shall notify Revolving LendersLender, promptly after receipt of a Notice of Revolving Credit Advance and in any event prior to 1:00 p.m. (New York time) on the date such Notice of a Revolving Credit Advance is received, by telecopyfax, telephone or other similar form of transmission. Each Revolving Lender shall make the amount of such Lender’s Pro Rata Share of such Revolving Credit Advance available to Agent in same day funds by wire transfer to Agent’s account as set forth in Annex H Section 1.1(e) not later than 3:00 p.m. (New York time) on the requested funding date, Funding Date in the case of an Index Rate Loan, Loans and not later than 11:00 a.m. (New York time) on the requested funding date, Funding Date in the case of a LIBOR Loan. After receipt of such wire transfers (or, in the Agent’s sole discretion, before receipt of such wire transfers), subject to the terms hereof, Agent shall make the requested Revolving Credit Advance to Borrower Borrowers as designated by Borrower Representative in the Notice of Revolving Credit Advance. All payments by each Revolving Lender shall be made without setoff, counterclaim or deduction of any kind. (ii) Not less than At least once during each calendar week or more frequently at Agent’s election (each, a “Settlement Date”), Agent shall advise each Lender by telephone, telephone or telecopy fax of the amount of such Lender’s Pro Rata Share of principal, interest and Fees paid for the benefit of Lenders with respect to each applicable Loan. Provided that each Lender has funded all payments or and Advances required to be made by it and has purchased all participations required to be purchased by it under this Agreement and the other Loan Documents as of such Settlement Date, Agent shall pay to each Lender such Lender’s Pro Rata Share of principal, interest and Fees paid by Borrowers since the previous Settlement Date for the benefit of such Lender on the Loans held by it. Such payments shall be made by wire transfer to such Lender’s account (as specified by such Lender in Annex D or the applicable Assignment Agreement) not later than 2:00 p.m. (New York time) on the next Business Day following each Settlement Date. To the extent that any Lender (a “Non-Funding Lender”) has failed to fund all such payments and Advances or failed to fund the purchase of all such participations, Agent shall be entitled to set off the funding short-fall shortfall against that Non-Non- Funding Lender’s Pro Rata Share of all payments received from Borrowers. Such payments shall be made by wire transfer to such Lender’s account (as specified by such Lender in Annex H or the applicable Assignment Agreement) not later than 2:00 p.m. (New York time) on the next Business Day following each Settlement Date.

Advances; Payments. (i) Revolving Lenders shall refund or participate in the Swing Line Loan in accordance with clause clauses (iii) and (iv) of Section 1.1(c). If the Swing Line Lender declines to make a Swing Line Loan or if Swing Line Availability is zero, Agent shall notify Revolving Lenders, promptly after receipt of a Notice of U.S. Revolving Credit Advance and in any event prior to 1:00 p.m. (New York Chicago time) on the date such Notice of Revolving Advance is received, by telecopy, telephone or other similar form of transmission. Each Revolving Lender shall make the amount of such Lender’s Pro Rata Share of such Revolving Credit Advance available to Agent in same day funds by wire transfer to Agent’s account as set forth in Annex H not later than 3:00 p.m. (New York Chicago time) on the requested funding date, in the case of an Index Rate Loan, Loan and not later than 11:00 a.m. (New York Chicago time) on the requested funding date, date in the case of a LIBOR Loan. After receipt of such wire transfers (or, in Agent’s sole discretion, before receipt of such wire transfers), subject to the terms hereof, Agent shall make the requested U.S. Revolving Credit Advance to Borrower designated by Borrower Representative in the Notice of Revolving Credit AdvanceBorrower. All payments by each Revolving Lender shall be made without setoff, counterclaim or deduction of any kind. (ii) Not less than once during On the 2nd Business Day of each calendar week or more frequently at Agent’s election (each, a “Settlement Date”), Agent shall advise each Lender by telephone, or telecopy of the amount of such Lender’s Pro Rata Share of principal, interest and Fees paid for the benefit of Lenders with respect to each applicable Loan. Provided that each Lender has funded all payments or and Advances required to be made by it and has purchased all participations required to be purchased by it under this Agreement and the other Loan Documents as of such Settlement Date, Agent shall pay to each Lender such Lender’s Pro Rata Share of principal, interest and Fees paid by Borrowers Borrower since the previous Settlement Date for the benefit of such Lender on the Loans held by it. To the extent that any Lender (a “Non-Funding Lender”) has failed to fund all such payments and Advances or failed to fund the purchase of all such participations, Agent shall be entitled to set off the funding short-fall against that Non-Funding Lender’s Pro Rata Share of all payments received from BorrowersBorrower. Such payments shall be made by wire transfer to such Lender’s account (as specified by such Lender in Annex H or the applicable Assignment Agreement) not later than 2:00 1:00 p.m. (New York Chicago time) on the next Business Day following each Settlement Date.

Advances; Payments. (i) Revolving Lenders shall refund or participate in the Swing Line Loan in accordance with clause clauses (iii) and (iv) of Section 1.1(c). If the Swing Line Lender declines to make a Swing Line Loan or if Swing Line Availability is zero, Agent shall notify Revolving Lenders, promptly after receipt of a Notice of Revolving Credit Advance and in any event prior to 1:00 p.m. (New York time) on the date such Notice of Revolving Advance is received, by telecopy, telephone or other similar form of transmission. Each Revolving Lender shall make the amount of such Lender’s 's Pro Rata Share of such Revolving Credit Advance available to Agent in same day funds by wire transfer to Agent’s 's account as set forth in Annex H not later than 3:00 p.m. (New York time) on the requested funding date, in the case of an Index Rate Loan, Loan and not later than 11:00 a.m. (New York time) on the requested funding date, date in the case of a LIBOR Loan. After receipt of such wire transfers (or, in the Agent’s 's sole discretion, before receipt of such wire transfers), subject to the terms hereof, Agent shall make the requested Revolving Credit Advance to Borrower designated by Borrower Representative in the Notice of Revolving Credit AdvanceBorrower. All payments by each Revolving Lender shall be made without setoff, counterclaim or deduction of any kind. (ii) Not less than once during On the 2nd Business Day of each calendar week or more frequently at Agent’s 's election (each, a “"Settlement Date”"), Agent shall advise each Lender by telephone, or telecopy of the amount of such Lender’s 's Pro Rata Share of principal, interest and Fees paid for the benefit of Lenders with respect to each applicable Loan. Provided that each Lender has funded all payments or and Advances required to be made by it and has purchased all participations required to be purchased by it under this Agreement and the other Loan Documents as of such Settlement Date, Agent shall pay to each Lender such Lender’s 's Pro Rata Share of principal, interest and Fees paid by Borrowers Borrower since the previous Settlement Date for the benefit of such Lender on the Loans held by it. To the extent that any Lender (a “"Non-Funding Lender”") has failed to fund all such payments and Advances or failed to fund the purchase of all such participations, Agent shall be entitled to set off the funding short-fall against that Non-Funding Lender’s 's Pro Rata Share of all payments received from BorrowersBorrower. Such payments shall be made by wire transfer to such Lender’s 's account (as specified by such Lender in Annex H or the applicable Assignment Agreement) not later than 2:00 p.m. (New York time) on the next Business Day following each Settlement Date.

Advances; Payments. (i) Revolving Lenders shall refund or participate in the Swing Line Loan in accordance with clause clauses (iii) and (iv) of Section 1.1(c1.1(b). If the Swing Line Lender declines to make a Swing Line Loan or if Swing Line Availability is zero, Agent shall notify Revolving Lenders, promptly after receipt of a Notice of Revolving Credit Advance and in any event prior to 1:00 2:00 p.m. (New York time) on the date such Notice of Revolving Advance is received, by telecopy, telephone or other similar form of transmission. Each Revolving Lender shall make the amount of such Lender’s 's Pro Rata Share of such Revolving Credit Advance available to Agent in same day funds by wire transfer to Agent’s 's account as set forth in Annex H not later than 3:00 p.m. (New York time) on the requested funding date, in the case of an Index Rate Loan, Loan and not later than 11:00 a.m. (New York time) on the requested funding date, date in the case of a LIBOR Loan. After receipt of such wire transfers (or, in the Agent’s 's sole discretion, before receipt of such wire transfers), subject to the terms hereof, Agent shall make the requested Revolving Credit Advance to Borrower designated by Borrower Representative in the Notice of Revolving Credit AdvanceBorrower. All payments by each Revolving Lender shall be made without setoff, counterclaim or deduction of any kind. (ii) Not less than once during On the 2nd Business Day of each calendar week or more frequently at Agent’s 's election (each, a “"Settlement Date”"), Agent shall advise each Lender by telephone, or telecopy of the amount of such Lender’s 's Pro Rata Share of principal, interest and Fees paid for the benefit of Lenders with respect to each applicable Loan. Provided that each Lender has funded all payments or and Advances required to be made by it and has purchased all participations required to be purchased by it under this Agreement and the other Loan Documents as of such Settlement Date, Agent shall pay to each Lender such Lender’s 's Pro Rata Share of principal, interest and Fees paid by Borrowers Borrower since the previous Settlement Date for the benefit of such Lender on the Loans held by it. To the extent that any Lender (a “"Non-Funding Lender”") has failed to fund all such payments and Advances or failed to fund the purchase of all such participations, Agent shall be entitled to set off the funding short-fall against that Non-Funding Lender’s 's Pro Rata Share of all payments received from BorrowersBorrower. Such payments shall be made by wire transfer to such Lender’s 's account (as specified by such Lender in Annex H or the applicable Assignment Agreement) not later than 2:00 p.m. (New York time) on the next Business Day following each Settlement Date.

Advances; Payments. (i) Revolving Lenders shall refund or participate in the Swing Line Loan in accordance with clause clauses (iii) and (iv) of Section 1.1(c). If the Swing Line Lender declines to make a Swing Line Loan or if Swing Line Availability is zero, Agent shall notify Revolving Lenders, promptly after receipt of a Notice of Revolving Credit Advance and in any event prior to 1:00 p.m. (New York time) on the date such Notice of a Revolving Credit Advance is received, by telecopyfax, telephone or other similar form of transmission. Each Revolving Lender shall make the amount of such Lender’s 's Pro Rata Share of such Revolving Credit Advance available to Agent in same day funds by wire transfer to Agent’s 's account as set forth in Annex H Section 1.1(e) not later than 3:00 p.m. (New York time) on the requested funding date, Funding Date in the case of an Index Rate Loan, Loans and not later than 11:00 a.m. (New York time) on the requested funding date, Funding Date in the case of a LIBOR Loan. After receipt of such wire transfers (or, in the Agent’s 's sole discretion, before receipt of such wire transfers), subject to the terms hereof, Agent shall make the requested Revolving Credit Advance to Borrower as designated by Borrower Representative in the Notice of Revolving Credit Advance. All payments by each Revolving Lender shall be made without setoff, counterclaim or deduction of any kind. (ii) Not less than At least once during each calendar week or more frequently at Agent’s 's election (each, a “"Settlement Date”"), Agent shall advise each Lender by telephone, telephone or telecopy fax of the amount of such Lender’s 's Pro Rata Share of principal, interest and Fees paid for the benefit of Lenders with respect to each applicable Loan. Provided that each Lender has funded all payments or and Advances required to be made by it and has purchased all participations required to be purchased by it under this Agreement and the other Loan Documents as of such Settlement Date, Agent shall pay to each Lender such Lender’s 's Pro Rata Share of principal, interest and Fees paid by Borrowers Borrower since the previous Settlement Date for the benefit of such Lender on the Loans held by it. Such payments shall be made by wire transfer to such Lender's account (as specified by such Lender in Annex E or the applicable Assignment Agreement) not later than 2:00 p.m. (New York time) on the next Business Day following each Settlement Date. To the extent that any Lender (a “Non-"Non Funding Lender”") has failed to fund all such payments and Advances or failed to fund the purchase of all such participations, Agent shall be entitled to set off the funding short-fall shortfall against that Non-Non Funding Lender’s 's Pro Rata Share of all payments received from Borrowers. Such payments shall be made by wire transfer to such Lender’s account (as specified by such Lender in Annex H or the applicable Assignment Agreement) not later than 2:00 p.m. (New York time) on the next Business Day following each Settlement DateBorrower.

Advances; Payments. (i) Revolving Lenders shall refund or participate in the Swing Line Loan in accordance with clause clauses (iii) and (iv) of Section 1.1(c). If the Swing Line Lender declines to make a Swing Line Loan or if Swing Line Availability is zero, Agent shall notify Revolving Lenders, promptly after receipt of a Notice of Revolving Credit Advance and in any event prior to 1:00 p.m. (New York time) on the date such Notice of Revolving Advance is received, by telecopy, telephone or other similar form of transmission. Each Revolving Lender shall make the amount of such Lender’s Pro Rata Share of such Revolving Credit Advance available to Agent in same day funds by wire transfer to Agent’s account as set forth in Annex H not later than 3:00 p.m. (New York time) on the requested funding date, in the case of an Index Rate Loan, and not later than 11:00 a.m. 12 noon (New York time) on the requested funding date, in the case of a LIBOR Loan. After receipt of such wire transfers (or, in the Agent’s sole discretion, before receipt of such wire transfers), subject to the terms hereof, Agent shall make the requested Revolving Credit Advance to the Borrower designated by Borrower Representative in the Notice of Revolving Credit Advance. All payments by each Revolving Lender shall be made without setoff, counterclaim or deduction of any kind. (ii) Not less than once during each calendar week or more frequently at Agent’s election (each, a “Settlement Date”), Agent shall advise each Lender by telephone, or telecopy of the amount of such Lender’s Pro Rata Share of principal, interest and Fees paid for the benefit of Lenders with respect to each applicable Loan. Provided that each Lender has funded all payments or Advances required to be made by it and has purchased all participations required to be purchased by it under this Agreement and the other Loan Documents as of such Settlement Date, Agent shall pay to each Lender such Lender’s Pro Rata Share of principal, interest and Fees paid by Borrowers since the previous Settlement Date for the benefit of such Lender on the Loans held by it. To the extent that any Lender (a “Non-Funding Lender”) has failed to fund all such payments and Advances or failed to fund the purchase of all such participations, Agent shall be entitled to set off the funding short-fall against that Non-Funding Lender’s Pro Rata Share of all payments received from Borrowers. Such payments shall be made by wire transfer to such Lender’s account (as specified by such Lender in Annex H or the applicable Assignment Agreement) not later than 2:00 p.m. (New York time) on the next Business Day following each Settlement Date.

Advances; Payments. (i) Revolving Lenders shall refund or participate in the Swing Line Loan in accordance with clause (iii) of Section 1.1(c). If the Swing Line Lender declines to make a Swing Line Loan or if Swing Line Availability is zero, Agent shall notify Revolving Lenders, promptly after receipt of a Notice of Revolving Credit Advance and in any event prior to 1:00 p.m. (New York San Antonio time) on the date such Notice of Revolving Advance is received, by telecopy, telephone or other similar form of transmission. Each Revolving Lender shall make the amount of such Lender’s Pro Rata Share of such Revolving Credit Advance available to Agent in same day funds by wire transfer to Agent’s account as set forth in Annex H G not later than 3:00 p.m. (New York San Antonio time) on the requested funding date, in the case of an Index Rate Loan, and not later than 11:00 a.m. (New York time) on the requested funding date, in the case of a LIBOR Loan. After receipt of such wire transfers (or, in the Agent’s sole discretion, before receipt of such wire transfers), subject to the terms hereof, Agent shall make the requested Revolving Credit Advance to Borrower designated by Borrower Representative in the Notice of Revolving Credit AdvanceBorrower. All payments by each Revolving Lender shall be made without setoff, counterclaim or deduction of any kind. (ii) Not less Agent shall notify Acquisition Lenders, promptly after receipt of a Notice of Acquisition Advance and in any event prior to 1:00 p.m. (San Antonio time) on the date such Notice of Acquisition Advance is received, by telecopy, telephone or other similar form of transmission. Each Acquisition Lender shall make the amount of such Lender’s Pro Rata Share of such Acquisition Loan available to Agent in same day funds by wire transfer to Agent’s account as set forth in Annex G not later than once during 3:00 p.m. (San Antonio time) on the requested funding date. After receipt of such wire transfers (or, in the Agent’s sole discretion, before receipt of such wire transfers), subject to the terms hereof, Agent shall make the requested Acquisition Loan to Borrower. All payments by each Acquisition Lender shall be made without setoff, counterclaim or deduction of any kind. (iii) On the 2nd Business Day of each calendar week or more frequently at Agent’s election (each, a “Settlement Date”), Agent shall advise each Lender by telephone, or telecopy of the amount of such Lender’s Pro Rata Share of principal, interest and Fees paid for the benefit of Lenders with respect to each applicable Loan. Provided that each Lender has funded all payments or and Advances required to be made by it and has purchased all participations required to be purchased by it under this Agreement and the other Loan Documents as of such Settlement Date, Agent shall pay to each Lender such Lender’s Pro Rata Share of principal, interest and Fees paid by Borrowers Borrower since the previous Settlement Date for the benefit of such Lender on the Loans held by it. To the extent that any Lender (a “Non-Funding Lender”) has failed to fund all such payments and Advances or failed to fund the purchase of all such participations, Agent shall be entitled to set off the funding short-fall against that Non-Funding Lender’s Pro Rata Share of all payments received from BorrowersBorrower. Such payments shall be made by wire transfer to such Lender’s account (as specified by such Lender in Annex H G or the applicable Assignment and Assumption Agreement) not later than 2:00 1:00 p.m. (New York San Antonio time) on the next Business Day following each Settlement Date.

Advances; Payments. (i) Revolving Lenders shall refund or participate in the Swing Line Loan in accordance with clause clauses (iii) and (iv) of Section 1.1(c). If the Swing Line Lender declines to make a Swing Line Loan or if Swing Line Availability is zero, Agent shall notify Revolving Lenders, promptly after receipt of a Notice of Revolving Credit Advance and in any event prior to 1:00 p.m. (New York time) on the date such Notice of a Revolving Credit Advance is received, by telecopyfax, telephone or other similar form of transmission. Each Revolving Lender shall make the amount of such Lender’s Pro Rata Share of such Revolving Credit Advance available to Agent in same day funds by wire transfer to Agent’s account as set forth in Annex H Section 1.1(e) not later than 3:00 p.m. (New York time) on the requested funding date, Funding Date in the case of an Index Rate Loan, Loans and not later than 11:00 a.m. (New York time) on the requested funding date, Funding Date in the case of a LIBOR Loan. After receipt of such wire transfers (or, in Agent’s sole discretion, before receipt of such wire transfers), subject to the terms hereof, Agent shall make the requested Revolving Credit Advance to Borrower as designated by Borrower Representative in the Notice of Revolving Credit Advance. All payments by each Revolving Lender shall be made without setoff, counterclaim or deduction of any kind. (ii) Not less than At least once during each calendar week or more frequently at Agent’s election (each, a “Settlement Date”), if the Agent has received any payments by Borrower hereunder, Agent shall advise each Lender by telephone, telephone or telecopy fax of the amount of such Lender’s Pro Rata Share of principal, interest and Fees paid for the benefit of Lenders with respect to each applicable Loan. Provided that each Lender has funded all payments or and Advances required to be made by it and has purchased funded all purchases of participations required to be purchased funded by it under this Agreement and the other Loan Documents as of such Settlement DateDate and subject to Section 9.20(a)(ii), Agent shall pay to each Lender such Lender’s Pro Rata Share of principal, interest and Fees paid by Borrowers Borrower since the previous Settlement Date for the benefit of such Lender on the Loans held by it. To the extent that any Lender (a “Non-Funding Lender”) has failed to fund all such payments and Advances or failed to fund the purchase of all such participations, Agent shall be entitled to set off the funding short-fall against that Non-Funding Lender’s Pro Rata Share of all payments received from Borrowers. Such payments shall be made by wire transfer to such Lender’s account (as specified by such Lender in Annex H or on record with the applicable Assignment AgreementAgent) not later than 2:00 p.m. (New York time) on the next Business Day following each Settlement Date. To the extent that any Lender becomes a Defaulting Lender, Agent shall be entitled to set off any funding obligation short-fall against such Defaulting Lender’s Pro Rata Share of all payments received from Borrower.

Advances; Payments. (i) Revolving Lenders shall refund or participate in the Swing Line Loan in accordance with clause CLAUSES (iii) and (iv) of Section 1.1(cSECTION 1.1(b). If the Swing Line Lender declines to make a Swing Line Loan or if Swing Line Availability is zero, Agent shall notify Revolving Lenders, promptly after receipt of a Notice of Revolving Credit Advance and in any event prior to 1:00 p.m. (New York Toronto time) on the date such Notice of Revolving Advance is received, by telecopy, telephone or other similar form of transmission. Each Revolving Lender shall make the amount of such Lender’s 's Pro Rata Share of such Revolving Credit Advance available to Agent in same day funds by wire transfer to Agent’s 's account as set forth in Annex ANNEX H not later than 3:00 p.m. (New York Toronto time) on the requested funding date, in the case of an Index Rate Loan, Loan and not later than 11:00 a.m. (New York Toronto time) on the requested funding date, date in the case of a LIBOR Loan. After receipt of such wire transfers (or, in the Agent’s 's sole discretion, before receipt of such wire transfers), subject to the terms hereof, Agent shall make the requested Revolving Credit Advance to the Borrower designated by Borrower Representative in the Notice of Revolving Credit Advance. All payments by each Revolving Lender shall be made without setoff, counterclaim or deduction of any kind. (ii) Not less than once during each calendar week or more frequently at Agent’s 's election (each, a “"Settlement Date”"), Agent shall advise each Lender by telephone, or telecopy of the amount of such Lender’s 's Pro Rata Share of principal, interest and Fees paid for CREDIT AGREEMENT the benefit of Lenders with respect to each applicable Loan. Provided that each Lender has funded all payments or Advances required to be made by it and has purchased all participations required to be purchased by it under this Agreement and the other Loan Documents as of such Settlement Date, Agent shall pay to each Lender such Lender’s 's Pro Rata Share of principal, interest and Fees paid by Borrowers since the previous Settlement Date for the benefit of such Lender on the Loans held by it. To the extent that any Lender (a “"Non-Funding Lender”") has failed to fund all such payments and Advances or failed to fund the purchase of all such participations, Agent shall be entitled to set off the funding short-fall against that Non-Funding Lender’s 's Pro Rata Share of all payments received from Borrowers. Such payments shall be made by wire transfer to such Lender’s 's account (as specified by such Lender in Annex ANNEX H or the applicable Assignment Agreement) not later than 2:00 p.m. (New York Toronto time) on the next Business Day following each Settlement Date.

Advances; Payments. (i) Revolving Lenders shall refund or participate in the Swing Line Loan in accordance with clause clauses (iii) and (iv) of Section 1.1(c). If the Swing Line Lender declines to make a Swing Line Loan or if Swing Line Availability is zero, Agent shall notify Revolving Lenders, promptly after receipt of a Notice of Revolving Credit Advance and in any event prior to 1:00 p.m. (New York time) on the date such Notice of Revolving Advance is received, by telecopy, telephone or other similar form of transmission. Each Revolving Lender shall make the amount of such Lender’s Pro Rata Share of such Revolving Credit Advance available to Agent in same day funds by wire transfer to Agent’s account as set forth in Annex H not later than 3:00 p.m. (New York time) on the requested funding date, in the case of an Index Rate Loan, and not later than 11:00 a.m. noon (New York time) on the requested funding date, in the case of a LIBOR Loan. After receipt of such wire transfers (or, in Agent’s sole discretion, before receipt of such wire transfers), subject to the terms hereof, Agent shall make the requested Revolving Credit Advance to Borrower designated by Borrower Representative in the Notice of Revolving Credit Advance. All payments by each Revolving Lender shall be made without setoff, counterclaim or deduction of any kind. (ii) Not less than once during each calendar week or more frequently at Agent’s election (each, a “Settlement Date”), Agent shall advise each Lender by telephone, or telecopy of the amount of such Lender’s Pro Rata Share of principal, interest and Fees paid for the benefit of Lenders with respect to each applicable Loan. Provided that each Lender has funded all payments or Advances required to be made by it and has purchased all participations required to be purchased by it under this Agreement and the other Loan Documents as of such Settlement Date, Agent shall pay to each Lender such Lender’s Pro Rata Share of principal, interest and Fees paid by Borrowers since the previous Settlement Date for the benefit of such Lender on the Loans held by it. To the extent that any Lender (a “Non-Funding Lender”) has failed to fund all such payments and Advances or failed to fund the purchase of all such participations, Agent shall be entitled to set off the funding short-fall against that Non-Funding Lender’s Pro Rata Share of all payments received from Borrowers. Such payments shall be made by wire transfer to such Lender’s account (as specified by such Lender in Annex H or the applicable Assignment Agreement) not later than 2:00 p.m. (New York time) on the next Business Day following each Settlement Date.

Advances; Payments. (i) Revolving Lenders shall refund or participate in the Swing Line Loan in accordance with clause (iii) of Section 1.1(c). If the Swing Line Lender declines to make a Swing Line Loan or if Swing Line Availability is zero, Agent shall notify Revolving Lenders, promptly after receipt of a Notice of Revolving Credit Advance and in any event prior to 1:00 p.m. (New York time) on the date such Notice of Revolving Advance is received, by telecopy, telephone or other similar form of transmission. Each Revolving Lender shall make the amount of such Lender’s Pro Rata Share of such Revolving Credit Advance available to Agent in same day funds by wire transfer to Agent’s account as set forth in Annex H not later than 3:00 p.m. (New York time) on the requested funding date, in the case of an Index Rate Loan, Loan and not later than 11:00 a.m. (New York time) on the requested funding date, date in the case of a LIBOR Loan. After receipt of such wire transfers (or, in the Agent’s sole discretion, before receipt of such wire transfers), subject to the terms hereof, Agent shall make the requested Revolving Credit Advance to the Borrower designated by Borrower Representative in the Notice of Revolving Credit Advance. All payments by each Revolving Lender shall be made without setoff, counterclaim or deduction of any kind. (ii) Not less than once during On the 2nd Business Day of each calendar week or more frequently at Agent’s election (each, a “Settlement Date”), Agent shall advise each Lender by telephone, or telecopy of the amount of such Lender’s Pro Rata Share of principal, interest and Fees paid for the benefit of Lenders with respect to each applicable Loan. Provided that each Lender has funded all payments or and Advances required to be made by it and has purchased all participations required to be purchased by it under this Agreement and the other Loan Documents as of such Settlement Date, Agent shall pay to each Lender such Lender’s Pro Rata Share of principal, interest and Fees paid by Borrowers since the previous Settlement Date for the benefit of such Lender on the Loans held by it. To the extent that any Lender (a “Non-Funding Lender”) has failed to fund all such payments and Advances or failed to fund the purchase of all such participations, Agent shall be entitled to set off the funding short-fall against that Non-Funding Lender’s Pro Rata Share of all payments received from Borrowers. Such payments shall be made by wire transfer to such Lender’s account (as specified by such Lender in Annex H or the applicable Assignment Agreement) not later than 2:00 p.m. (New York time) on the next Business Day following each Settlement Date.

Advances; Payments. (i) Revolving Lenders shall refund or participate in the Swing Line Loan in accordance with clause CLAUSES (iiiIII) and (IV) of Section 1.1(cSECTION 1.1(C). If the Swing Line Lender declines to make a Swing Line Loan or if Swing Line Availability is zero, Revolving Facility Administrative Agent shall notify Revolving Lenders, promptly after receipt of a Notice of Revolving Credit Advance and in any event prior to 1:00 p.m. (New York time) on the date such Notice of Revolving Advance is received, by telecopy, telephone or other similar form of transmission. Each Revolving Lender shall make the amount of such Lender’s 's Pro Rata Share of such Revolving Credit Advance available to Revolving Facility Administrative Agent in same day funds by wire transfer to Revolving Facility Administrative Agent’s 's account as set forth in Annex ANNEX H not later than 3:00 2:00 p.m. (New York time) on the requested funding date, in the case of an Index Rate Loan, Loan and not later than 11:00 a.m. (New York time) on the requested funding date, date in the case of a LIBOR Loan. After receipt of such wire transfers (or, in Revolving Facility Administrative Agent’s 's sole discretion, before receipt of such wire transfers), subject to the terms hereof, Revolving Facility Administrative Agent shall make the requested Revolving Credit Advance to Borrower designated by Borrower Representative in the Notice of Revolving Credit AdvanceBorrower. All payments by each Revolving Lender shall be made without setoff, counterclaim or deduction of any kind. (ii) Not less than once during each calendar week or more frequently at Administrative Agent’s 's election (each, a “Settlement Date”"SETTLEMENT DATE"), Administrative Agent shall advise each Lender by telephone, or telecopy of the amount of such Lender’s 's Pro Rata Share of principal, interest and Fees paid for the benefit of Lenders with respect to each applicable Loan. Provided that each Lender has funded all payments or and Advances required to be made by it and has purchased all participations required to be purchased by it under this Agreement and the other Loan Documents as of such Settlement Date, Administrative Agent shall pay to each Lender such Lender’s 's Pro Rata Share of principal, interest and Fees paid by Borrowers Borrower since the previous Settlement Date for the benefit of such Lender on the Loans held by it. To the extent that any Lender (a “Non"NON-Funding Lender”FUNDING LENDER") has failed to fund all such payments and Advances or failed to fund the purchase of all such participations, Administrative Agent shall be entitled to set off the funding short-fall against that Non-Funding Lender’s 's Pro Rata Share of all payments received from BorrowersBorrower. Such payments shall be made by wire transfer to such Lender’s 's account (as specified by such Lender in Annex ANNEX H or the applicable Assignment Agreement) not later than 2:00 p.m. (New York time) on the next Business Day following each Settlement Date.

Advances; Payments. (i) US Revolving Lenders shall refund or participate in the Swing Line Loan in accordance with clause clauses (iii) and (iv) of Section 1.1(c). If the Swing Line Lender declines to make a Swing Line Loan or if Swing Line Availability is zero, or if the UK Agent declines to make a UK Revolving Credit Advance on behalf of UK Revolving Lenders, the Applicable Agent shall notify Revolving the Applicable Lenders, promptly after receipt of a Notice of Revolving Credit Advance and in any event prior to 1:00 p.m. 11:00 a.m. (New York California time) ), in the case of a US Revolving Credit Advance and 10:00 am London Time in the case of a UK Revolving Credit Advance on the date such Notice of Revolving Advance is received, by telecopy, telephone or other similar form of transmission. Each Revolving Lender shall make the amount of such Lender’s Pro Rata Share of such Revolving Credit Advance available to the Applicable Agent in same day funds by wire transfer to the Applicable Agent’s account as set forth in Annex H not later than 3:00 p.m. noon (New York California time) ), in the case of a US Revolving Credit Advance and 10:00 am London Time in the case of a UK Revolving Credit Advance on the requested funding date, in the case of an Index Rate Loan, and not later than 11:00 8:00 a.m. (New York California time) on the requested funding date, in the case of a LIBOR Loan. After receipt of such wire transfers (or, in the Applicable Agent’s sole discretion, before receipt of such wire transfers), subject to the terms hereof, the Applicable Agent shall make the requested Revolving Credit Advance to Borrower designated by Borrower Representative in the Notice of Revolving Credit AdvanceApplicable Borrower. All payments by each Revolving Lender shall be made without setoff, counterclaim or deduction of any kind. (ii) Not less than once during On the 2nd Business Day of each calendar week or more frequently at the Applicable Agent’s election (each, a “Settlement Date”), the Applicable Agent shall advise each Lender by telephone, or telecopy of the amount of such Lender’s Pro Rata Share of principal, interest and Fees paid for the benefit of US Revolving Lenders or UK Revolving Lenders with respect to each applicable Loan. Provided that each Applicable Lender has funded all payments or Advances required to be made by it and has purchased all participations required to be purchased by it under this Agreement and the other Loan Documents as of such Settlement Date, the US Agent shall pay to each US Revolving Lender such Lender’s Pro Rata Share of principal, interest and Fees paid by Borrowers US Borrower since the previous Settlement Date for the benefit of such Lender on the Loans held by it and the UK Agent shall pay to each UK Revolving Lender such Lender’s Pro Rata Share of any interest and Fees paid by UK Borrower since the previous Settlement Date or the UK Revolving Loans held by it. To the extent that any US Revolving Lender or UK Revolving Lenders (a “Non-Funding Lender”) has failed to fund all such payments and Advances or failed to fund the purchase of all such participations, the Applicable Agent shall be entitled to set off the funding short-fall against that Non-Funding Lender’s Pro Rata Share of all payments received from Borrowersthe Applicable Borrower. Such payments shall be made by wire transfer to such Lender’s account (as specified by such Lender in Annex H or the applicable Assignment Agreement) not later than 2:00 p.m. 11:00 a.m. (New York California time) on the next Business Day following each Settlement Date.

Advances; Payments. (i) Revolving Lenders shall refund or participate in the Swing Line Loan in accordance with clause clauses (iii) and (iv) of Section 1.1(c). If the Swing Line Lender declines to make a Swing Line Loan or if Swing Line Availability is zero, Agent shall notify Revolving Lenders, promptly after receipt of a Notice of Revolving Credit Advance and in any event prior to 1:00 p.m. noon (New York Chicago time) on the date such Notice of a Revolving Credit Advance is received, by telecopyfax, telephone or other similar form of transmission. Each Revolving Lender shall make the amount of such Lender’s 's Pro Rata Share of such Revolving Credit Advance available to Agent in same day funds by wire transfer to Agent’s 's account as set forth in Annex H Section 1.1(e) not later than 3:00 2:00 p.m. (New York Chicago time) on the requested funding date, Funding Date in the case of an Index Rate Loan, Loans and not later than 11:00 10:00 a.m. (New York Chicago time) on the requested funding date, Funding Date in the case of a LIBOR Loan. After receipt of such wire transfers (or, in the Agent’s 's sole discretion, before receipt of such wire transfers), subject to the terms hereof, Agent shall make the requested Revolving Credit Advance to Borrower Borrowers as designated by Borrower Representative in the Notice of Revolving Credit Advance. All payments by each Revolving Lender shall be made without setoff, counterclaim or deduction of any kind. (ii) Not less than At least once during each calendar week or more frequently at Agent’s 's election (each, a “"Settlement Date”"), Agent shall advise each Lender by telephone, telephone or telecopy fax of the amount of such Lender’s 's Pro Rata Share of principal, interest and Fees paid for the benefit of Lenders with respect to each applicable Loan. Provided that each Lender has funded all payments or and Advances required to be made by it and has purchased all participations required to be purchased by it under this Agreement and the other Loan Documents as of such Settlement Date, Agent shall pay to each Lender such Lender’s 's Pro Rata Share of principal, interest and Fees paid by Borrowers since the previous Settlement Date for the benefit of such Lender on the Loans held by it; provided, that Agent shall pay to each Lender such Lender's Pro Rata Share of principal payments with respect to the Term Loans within two (2) Business Days of Agent's receipt of such payments. Such payments shall be made by wire transfer to such Lender's account (as specified by such Lender in Annex E or the applicable Assignment Agreement) not later than 1:00 p.m. (Chicago time) on the next Business Day following each Settlement Date. To the extent that any Lender (a “"Non-Funding Lender”") has failed to fund all such payments and Advances or failed to fund the purchase of all such participations, Agent shall be entitled to set off the funding short-fall shortfall against that Non-Funding Lender’s 's Pro Rata Share of all payments received from Borrowers. Such payments shall be made by wire transfer to such Lender’s account (as specified by such Lender in Annex H or the applicable Assignment Agreement) not later than 2:00 p.m. (New York time) on the next Business Day following each Settlement Date.

Advances; Payments. (i) Revolving Lenders shall refund or participate in (A) the US Swing Line Loan in accordance with clause clauses (iii) and (iv) of Section 1.1(c1.1(e) and (B) the European Swing Line Loan in accordance with clauses (iii) and (iv) of Section 1.1(f), as applicable. If the Swing Line Lender declines to make a US Swing Line Loan or a European Swing Line Loan or if US Swing Line Availability or European Swing Line Availability (as the case may be) is zero, Agent shall notify US Revolving Lenders or European Revolving Lenders, as applicable, promptly after receipt of a Notice of US Revolving Credit Advance or Notice of European Revolving Credit Advance (as the case may be) and in any event prior to 1:00 p.m. (New York time) on the date such Notice of Revolving Advance notice is received, by telecopy, telephone or other similar form of transmission. Each US Revolving Lender or European Revolving Lender, as applicable, shall make the amount of such Lender’s Pro Rata Share of such Revolving Credit Advance available to Agent in same day funds by wire transfer to Agent’s account as set forth in Annex H G not later than 3:00 p.m. (New York time) on the requested funding date, in the case of an Index Rate Loan, and not later than 11:00 a.m. (New York time) on the requested funding date, in the case of a LIBOR Loan. After receipt of such wire transfers (or, in the Agent’s sole discretion, before receipt of such wire transfers), subject to the terms hereof, Agent shall make the requested Revolving Credit Advance to the Borrower designated by Borrower Representative in the Notice of US Revolving Credit Advance or the Notice of European Revolving Credit Advance, as the case may be. All payments by each Revolving Lender shall be made without setoff, counterclaim or deduction of any kind. (ii) Not less than once during On the 2nd Business Day of each calendar week or more frequently at Agent’s election (each, a “Settlement Date”), Agent shall advise each Lender by telephone, or telecopy of the amount of such Lender’s Pro Rata Share of principal, interest and Fees paid for the benefit of Lenders with respect to each applicable Loan. Provided that each Lender has funded all payments or Advances required to be made by it and has purchased all participations required to be purchased by it under this Agreement and the other Loan Documents as of such Settlement Date, Agent shall pay to each Lender such Lender’s Pro Rata Share of principal, interest and Fees paid by Borrowers since the previous Settlement Date for the benefit of such Lender on the Loans held by it. To the extent that any Lender (a “Non-Funding Lender”) has failed to fund all such payments and Advances or failed to fund the purchase of all such participations, Agent shall be entitled to set off the funding short-fall against that Non-Funding Lender’s Pro Rata Share of all payments received from Borrowers. Such payments shall be made by wire transfer to such Lender’s account (as specified by such Lender in Annex H or the applicable Assignment Agreementto Agent) not later than 1:00 p.m. (Chicago time) 2:00 p.m. (New York time) on the next Business Day following each Settlement Date.

Advances; Payments. (i) Revolving Lenders shall refund or participate in the Swing Line Loan in accordance with clause clauses (iii) and (iv) of Section 1.1(c1.1(b). If the Swing Line Lender declines to make a Swing Line Loan or if Swing Line Availability is zero, Agent shall notify Revolving Lenders, promptly after receipt of a Notice of Revolving Credit Advance and in any event prior to 1:00 p.m. (New York time) on the date such Notice of Revolving Advance is received, by telecopy, telephone or other similar form of transmission. Each Revolving Lender shall make the amount of such Lender’s Pro Rata Share of such Revolving Credit Advance available to Agent in same day funds by wire transfer to Agent’s account as set forth in Annex H not later than 3:00 p.m. (New York time) on the requested funding date, in the case of an Index Rate Loan, and not later than 11:00 a.m. 12:30 p.m. (New York time) on the requested funding date, in the case of a LIBOR Loan. After receipt of such wire transfers (or, in the Agent’s sole discretion, before receipt of such wire transfers), subject to the terms hereof, Agent shall make the requested Revolving Credit Advance to the Borrower designated by Borrower Representative in the Notice of Revolving Credit Advance. All payments by each Revolving Lender shall be made without setoff, counterclaim or deduction of any kind. (ii) Not less than once during each calendar week or more frequently at Agent’s election (each, a “Settlement Date”), Agent shall advise each Lender by telephone, or telecopy of the amount of such Lender’s Pro Rata Share of principal, interest and Fees paid for the benefit of Lenders with respect to each applicable Loan. Provided that each Lender has funded all payments or Advances required to be made by it and has purchased all participations required to be purchased by it under this Agreement and the other Loan Documents as of such Settlement Date, Agent shall pay to each Lender such Lender’s Pro Rata Share of principal, interest and Fees paid by Borrowers since the previous Settlement Date for the benefit of such Lender on the Loans held by it. To the extent that any Lender (a “Non-Funding Lender”) has failed to fund all such payments and Advances or failed to fund the purchase of all such participations, Agent shall be entitled to set off the funding short-fall against that Non-Funding Lender’s Pro Rata Share of all payments received from Borrowers. Such payments shall be made by wire transfer to such Lender’s account (as specified by such Lender in Annex H or the applicable Assignment Agreement) not later than 2:00 p.m. (New York time) on the next Business Day following each Settlement Date.

Advances; Payments. (i) Revolving Lenders shall refund or participate in the Swing Line Loan in accordance with clause clauses (iii) and (iv) of Section 1.1(c1.1(b). If the Swing Line Lender declines to make a Swing Line Loan or if Swing Line Availability is zero, Agent shall notify Revolving Lenders, promptly after receipt of a Notice of Revolving Credit Advance and in any event prior to 1:00 p.m. (New York time) on the date such Notice of Revolving Advance is received, by telecopy, telephone or other similar form of transmission. Each Revolving Lender shall make the amount of such Lender’s Pro Rata Share of such Revolving Credit Advance available to Agent in same day funds by wire transfer to Agent’s account as set forth in Annex H not later than 3:00 p.m. (New York time) on the requested funding date, in the case of an Index Rate Loan, Loan and not later than 11:00 a.m. (New York time) on the requested funding date, date in the case of a LIBOR Loan. After receipt of such wire transfers (or, in the Agent’s sole discretion, before receipt of such wire transfers), subject to the terms hereof, Agent shall make the requested Revolving Credit Advance to the Borrower designated by Borrower Representative in the Notice of Revolving Credit Advance. All payments by each Revolving Lender shall be made without setoff, counterclaim or deduction of any kind. (ii) Not less than once during each calendar week or more frequently at Agent’s election (each, a “Settlement Date”), Agent shall advise each Lender by telephone, or telecopy of the amount of such Lender’s Pro Rata Share of principal, interest and Fees paid for the benefit of Lenders with respect to each applicable Loan. Provided that each Lender has funded all payments or Advances required to be made by it and has purchased all participations required to be purchased by it under this Agreement and the other Loan Documents as of such Settlement Date, Agent shall pay to each Lender such Lender’s Pro Rata Share of principal, interest and Fees paid by Borrowers since the previous Settlement Date for the benefit of such Lender on the Loans held by it. To the extent that any Lender (a “Non-Funding Lender”) has failed to fund all such payments and Advances or failed to fund the purchase of all such participations, Agent shall be entitled to set off the funding short-fall against that Non-Funding Lender’s Pro Rata Share of all payments received from Borrowers. Such payments shall be made by wire transfer to such Lender’s account (as specified by such Lender in Annex H or the applicable Assignment Agreement) not later than 2:00 p.m. (New York time) on the next Business Day following each Settlement Date.

Advances; Payments. (i) Revolving Lenders shall refund or participate in the Swing Line Loan in accordance with clause clauses (iii) and (iv) of Section 1.1(c1.1(b). If the Swing Line Lender declines to make a Swing Line Loan or if Swing Line Availability is zero, Agent shall notify Revolving Lenders, promptly after receipt of a Notice of Revolving Credit Advance and in any event prior to 1:00 p.m. noon (New York Chicago time) on the date such Notice of Revolving Advance is received, by telecopy, telephone or other similar form of transmission. Each Revolving Lender shall make the amount of such Lender’s 's Pro Rata Share of such Revolving Credit Advance available to Agent in same day funds by wire transfer to Agent’s 's account as set forth in Annex H not later than 3:00 2:00 p.m. (New York Chicago time) on the requested funding date, in the case of an Index Rate Loan, Loan and not later than 11:00 a.m. (New York Chicago time) on the requested funding date, date in the case of a LIBOR Loan. After receipt of such wire transfers (or, in Agent’s 's sole discretion, before receipt of such wire transfers), subject to the terms hereof, Agent shall make the requested Revolving Credit Advance to Borrower designated by Borrower Representative in the Notice of Revolving Credit AdvanceBorrower. All payments by each Revolving Lender shall be made without setoff, counterclaim or deduction of any kind. (ii) Not less than once during each calendar week or more frequently at Agent’s 's election (each, a “"Settlement Date”"), Agent shall advise each Lender by telephone, or telecopy of the amount of such Lender’s 's Pro Rata Share of principal, interest and Fees paid for the benefit of Lenders with respect to each applicable Loan. Provided that each Lender has funded all payments or and Advances required to be made by it and has purchased all participations required to be purchased by it under this Agreement and the other Loan Documents as of such Settlement Date, Agent shall pay to each Lender such Lender’s 's Pro Rata Share of principal, interest and Fees paid by Borrowers Borrower since the previous Settlement Date for the benefit of such Lender on the Loans held by it. To the extent that any Lender (a “"Non-Funding Lender”") has failed to fund all such payments and Advances or failed to fund the purchase of all such participations, Agent shall be entitled to set off the funding short-fall against that Non-Funding Lender’s 's Pro Rata Share of all payments received from BorrowersBorrower. Such payments shall be made by wire transfer to such Lender’s 's account (as specified by such Lender in Annex H or the applicable Assignment Agreement) not later than 2:00 1:00 p.m. (New York Chicago time) on the next Business Day following each Settlement Date.

Advances; Payments. (i) Revolving Lenders shall refund or participate in the Swing Line Loan in accordance with clause clauses (iii) and (iv) of Section 1.1(c1.1(b). If the Swing Line Lender declines to make a Swing Line Loan or if Swing Line Availability is zero, Agent shall notify Revolving Lenders, Lenders promptly after receipt of a Notice of Revolving Credit Advance and in any event prior to 1:00 2:00 p.m. (New York time) on the date such Notice of Revolving Advance is received, by telecopy, telephone or other similar form of transmission. Each Revolving Lender shall make the amount of such Lender’s 's Pro Rata Share of such Revolving Credit Advance available to Agent in same day funds by wire transfer to Agent’s 's account as set forth in Annex H not later than 3:00 4:00 p.m. (New York time) on the requested funding date, in the case of an Index Rate Loan, and not later than 11:00 a.m. 1:00 p.m. (New York time) on the requested funding date, in the case of a LIBOR Loan. After receipt of such wire transfers (or, in the Agent’s 's sole discretion, before receipt of such wire transfers), subject to the terms hereof, Agent shall make the requested Revolving Credit Advance to Borrower designated by Borrower Representative in the Notice of Revolving Credit AdvanceBorrower. All payments by each Revolving Lender shall be made without setoff, counterclaim or deduction of any kind. (ii) Not less than once during On the second Business Day of each calendar week or more frequently at Agent’s 's election (each, a “"Settlement Date”"), Agent shall advise each Lender by telephone, telephone or telecopy of the amount of such Lender’s 's Pro Rata Share of principal, interest and Fees paid for the benefit of Lenders with respect to each applicable Loan. Provided that each such Lender has funded all payments or Advances required to be made by it and has purchased all participations required to be purchased by it under this Agreement and the other Loan Documents as of such Settlement Date, Agent shall pay to each Lender such Lender’s 's Pro Rata Share of principal, interest and Fees paid by Borrowers Borrower since the previous Settlement Date for the benefit of such that Lender on the Loans held by it. To the extent that any Lender (a “"Non-Funding Lender”") has failed to fund all such payments and Advances or failed to fund the purchase of all such participations, Agent shall be entitled to set off the funding short-fall against that Non-Funding Lender’s 's Pro Rata Share of all payments received from BorrowersBorrower. Such payments shall be made by wire transfer to such Lender’s 's account (as specified by such Lender in Annex H or the applicable Assignment Agreement) not later than 2:00 p.m. 11:00 a.m. (New York California time) on the next Business Day following each Settlement Date.

Advances; Payments. (ia) Revolving Lenders shall refund or participate in the Swing Line Loan in accordance with clause clauses (iiic) and (d) of Section 1.1(c1.1(2). If the Swing Line Lender declines to make a Swing Line Loan or if Swing Line Availability is zero, Agent shall notify Revolving Lenders, promptly after receipt of a Notice of Revolving Credit Advance and in any event prior to 1:00 p.m. (New York Toronto time) on the date such Notice of Revolving Credit Advance is received, by telecopy, telephone or other similar form of transmission. Each Revolving Lender shall make the amount of such Lender’s 's Pro Rata Share of such each Revolving Credit Advance available to Agent in same day funds by wire transfer to Agent’s 's account as set forth in Annex H not later than 3:00 p.m. (New York Toronto time) on the requested funding date, in the case of an a Cdn Index Rate Loan, Loan or a US Index Rate Loan and not later than 11:00 a.m. (New York Toronto time) on the requested funding date, date in the case of a BA Rate Loan or a LIBOR Loan. After receipt of such wire transfers (or, in the Agent’s 's sole discretion, before receipt of such wire transfers), subject to the terms hereof, Agent shall make the requested Revolving Credit Advance to a Borrower designated by Borrower Representative in the Notice of Revolving Credit Advance. For greater certainty, if Agent makes a Revolving Credit Advance available to a Borrower, notwithstanding that either Borrower fails to satisfy the conditions precedent set forth in Section 2.2, each Revolving Lender shall make the amount of its Pro Rata Share of such Revolving Credit Advance available to Agent as set forth above in this Section 9.9(1) (a) All payments by each Revolving Lender shall be made without setoff, counterclaim or deduction of any kind. (iib) Not less than once during On the second (2nd) Business Day of each calendar week or more frequently at Agent’s election as aggregate cumulative payments in excess of C$2,000,000 or the Equivalent Amount thereof in another currency are received with respect to the Loans (other than the Swing Line Loan) (each, a “Settlement Date”"SETTLEMENT DATE"), Agent shall will advise each Lender by telephone, or telecopy of the amount of such Lender’s 's Pro Rata Share of principal, interest and Fees paid for the benefit of Lenders with respect to each applicable Loan. Provided that each such Lender has funded all payments or Revolving Credit Advances required to be made by it and has purchased all participations required to be purchased by it under this Agreement and the other Loan Documents as of such Settlement Date, Agent shall will pay to each Lender such Lender’s 's Pro Rata Share of principal, interest and Fees paid by Borrowers since the previous Settlement Date for the benefit of such that Lender on the Loans held by it. To the extent that any Lender (a “Non"NON-Funding Lender”FUNDING LENDER") has failed to fund all such payments and Revolving Credit Advances or failed to fund the purchase of all such participations, Agent shall be entitled to set off the funding short-fall against that Non-Non- Funding Lender’s 's Pro Rata Share of all payments received from Borrowers. Such payments shall be made by wire transfer to such Lender’s 's account (as specified by such Lender in Annex H or the applicable Assignment Agreement) not later than 2:00 p.m. (New York Toronto time) on the next Business Day following each Settlement Date.

Advances; Payments. (i) Revolving Lenders shall refund or participate in the Swing Line Loan in accordance with clause clauses (iii) and (iv) of Section 1.1(c). If the Swing Line Lender declines to make a Swing Line Loan or if Swing Line Availability is zero, Agent shall notify Revolving Lenders, promptly after receipt of a Notice of Revolving Credit Advance and in any event prior to 1:00 p.m. noon (New York Chicago time) on the date such Notice of a Revolving Credit Advance is received, by telecopyfax, telephone or other similar form of transmission. Each Revolving Lender shall make the amount of such Lender’s Pro Rata Share of such Revolving Credit Advance available to Agent in same day funds by wire transfer to Agent’s account as set forth in Annex H Section 1.1(e) not later than 3:00 2:00 p.m. (New York Chicago time) on the requested funding date, Funding Date in the case of an Index Rate Loan, Loans and not later than 11:00 10:00 a.m. (New York Chicago time) on the requested funding date, Funding Date in the case of a LIBOR Loan. After receipt of such wire transfers (or, in the Agent’s sole discretion, before receipt of such wire transfers), subject to the terms hereof, Agent shall make the requested Revolving Credit Advance to Borrower designated by Borrower Representative in the Notice of Revolving Credit AdvanceBorrower. All payments by each Revolving Lender shall be made without setoff, counterclaim or deduction of any kind. (ii) Not less than At least once during each calendar week or more frequently at Agent’s election (each, a “Settlement Date”), Agent shall advise each Lender by telephone, telephone or telecopy fax of the amount of such Lender’s Pro Rata Share of principal, interest and Fees paid for the benefit of Lenders with respect to each applicable Loan. Provided that each Lender has funded all payments or and Advances required to be made by it and has purchased all participations required to be purchased by it under this Agreement and the other Loan Documents as of such Settlement Date, Agent shall pay to each Lender such Lender’s Pro Rata Share of principal, interest and Fees paid by Borrowers Borrower since the previous Settlement Date for the benefit of such Lender on the Loans held by it. Such payments shall be made by wire transfer to such Lender’s account (as specified by such Lender in Annex E or the applicable Assignment Agreement) not later than 1:00 p.m. (Chicago time) on the next Business Day following each Settlement Date. To the extent that any Lender (a “Non-Funding Lender”) has failed to fund all such payments and Advances or failed to fund the purchase of all such participations, Agent shall be entitled to set off the funding short-fall against that Non-Funding Lender’s Pro Rata Share of all payments received from Borrowers. Such payments shall be made by wire transfer to such Lender’s account (as specified by such Lender in Annex H or the applicable Assignment Agreement) not later than 2:00 p.m. (New York time) on the next Business Day following each Settlement DateBorrower.

Advances; Payments. (i) Revolving Lenders shall refund or participate in the Swing Line Loan in accordance with clause (iii) of Section 1.1(c). If the Swing Line Lender declines to make a Swing Line Loan or if Swing Line Availability is zero, Agent shall notify Revolving ------------------- Lenders, promptly after receipt of a Notice of Revolving Credit Advance and in any event prior to 1:00 p.m. (New York time) on the date such Notice of Revolving Advance is received, by telecopy, telephone or other similar form of transmission. Each Revolving Lender shall make the amount of such Lender’s 's Pro Rata Share of such Revolving Credit Advance available to Agent in same day funds by wire transfer to Agent’s 's account as set forth in Annex H not later than 3:00 p.m. (New York time) on the requested funding date, in the case of an Index Rate Loan or BA Rate Loan, and not later than 11:00 a.m. (New York time) on the requested funding date, in as the case of a LIBOR Loanmay be. After receipt of such wire transfers (or, in the Agent’s 's sole discretion, before receipt of such wire transfers), subject to the terms hereof, Agent shall make the requested Revolving Credit Advance to the Borrower designated by Borrower Representative in the Notice of Revolving Credit Advance. All payments by each Revolving Lender shall be made without setoff, counterclaim or deduction of any kind. (ii) Not less than once during On the second (2nd) Business Day of each calendar week or more frequently at Agent’s election as aggregate cumulative payments in excess of $2,000,000 are received with respect to the Loans (each, a “"Settlement Date”"), Agent shall will advise each Lender by telephone, or telecopy of the amount of such Lender’s 's Pro Rata Share of principal, interest and Fees paid for the benefit of Lenders with respect to each applicable Loan. Provided that each such Lender has funded all payments or Advances required to be made by it and has purchased all participations required to be purchased by it under this Agreement and the other Loan Documents as of such Settlement Date, Agent shall will pay to each Lender such Lender’s 's Pro Rata Share of principal, interest and Fees paid by Borrowers since the previous Settlement Date for the benefit of such that Lender on the Loans held by it. To the extent that any Lender (a “"Non-Funding Lender”") has failed to fund all such payments and Advances or failed to fund the purchase of all such participations, Agent shall be entitled to set off the funding short-fall against that Non-Funding Lender’s 's Pro Rata Share of all payments received from Borrowers. Such payments shall be made by wire transfer to such Lender’s 's account (as specified by such Lender in Annex H or the applicable Assignment Agreement) not later than 2:00 p.m. (New York time) on the next Business Day following each Settlement Date.

Advances; Payments. (ia) Revolving Lenders shall refund or participate in the Swing Line Loan in accordance with clause (iii) of Section 1.1(c). If the Swing Line Lender declines to make a Swing Line Loan or if Swing Line Availability is zero, Administrative Agent shall notify Revolving Lenders, all Supplemental Lenders promptly after receipt of a Notice of Revolving Credit Advance Supplemental Loan Draw Request and in any event prior to 1:00 p.m. (New York Toronto time) on the date such Notice of Revolving Advance Supplemental Loan Draw Request is deemed received, by telecopy, telephone or other similar form of transmission. Each Revolving Supplemental Lender shall make the amount of such Supplemental Lender’s 's Supplemental Loan Pro Rata Share of such Revolving Credit Advance Supplemental Loan available to Administrative Agent in same day funds by wire transfer to Administrative Agent’s 's account as set forth in Annex H C not later than 3:00 p.m. (New York Toronto time) on the requested funding date, ; provided that a Supplemental Lender shall have two (2) Business Days grace period from such requested funding date to make such amount available to Administrative Agent in the case event that such Supplemental Lender, acting in good faith, did not fund such amount as a direct result of an Index Rate Loan, and not later than 11:00 a.m. (New York time) on the requested funding date, in the case of a LIBOR Loanadministrative error or delay. After receipt of such wire transfers (or, in the Administrative Agent’s 's sole discretion, before receipt of such wire transfers), subject to the terms hereof, Administrative Agent shall make the requested Revolving Credit Advance Supplemental Loan to Borrower designated by Borrower Representative in the Notice of Revolving Credit AdvanceBorrower. All payments by each Revolving Supplemental Lender shall be made without setoff, counterclaim or deduction of any kind. (iib) Not less than once during each calendar week month or more frequently at Administrative Agent’s 's election (each, a “"Settlement Date”"), Administrative Agent shall advise each Lender by telephone, or telecopy of the amount of such Lender’s 's Pro Rata Share of principal, interest and Fees paid for the benefit of Lenders with respect to each applicable Loan. Provided that each a Lender has funded all advances and payments (other than in respect of an advance or Advances payment not required to be funded or made by all Lenders as a result of Requisite Lenders determining in their sole discretion that the conditions precedent in Section 2.1 have not been satisfied) required to be made by it and has purchased all participations required to be purchased by it under this Agreement and the other Loan Documents as of such Settlement Date, Administrative Agent shall pay to each such Lender such Lender’s 's Pro Rata Share of principal, interest and Fees paid by Borrowers Borrower since the previous Settlement Date for the benefit of such Lender on the Loans held by it. To the extent that any Lender (a “"Non-Funding Lender”") has failed to fund all such advances or payments and Advances or failed to fund the purchase of all such participations, Administrative Agent shall be entitled to set off the funding short-fall against that Non-Funding Lender’s 's Pro Rata Share of all payments received from BorrowersBorrower. Such payments shall be made by wire transfer to such Lender’s 's account (as specified by such Lender in Annex H C or the applicable Assignment Agreement) not later than 2:00 p.m. (New York Toronto time) on the next Business Day following each Settlement Date.

Advances; Payments. (i) Revolving Lenders shall refund or participate in the Swing Line Loan in accordance with clause clauses (iii) and (iv) of Section 1.1(c). If the Swing Line Lender declines to make a Swing Line Loan or if Swing Line Availability is zero, Agent shall notify Revolving Lenders, promptly after receipt of a Notice of Revolving Credit Advance and in any event prior to 1:00 p.m. (New York time) on the date such Notice of a Revolving Credit Advance is received, by telecopyfax, telephone or other similar form of transmission. Each Revolving Lender shall make the amount of such Lender’s Pro Rata Share of such Revolving Credit Advance available to Agent in same day funds by wire transfer to Agent’s account as set forth in Annex H Section 1.1(e) not later than 3:00 p.m. (New York time) on the requested funding date, Funding Date in the case of an Index Rate Loan, Loans and not later than 11:00 a.m. (New York time) on the requested funding date, Funding Date in the case of a LIBOR Loan. After receipt of such wire transfers (or, in the Agent’s sole discretion, before receipt of such wire transfers), subject to the terms hereof, Agent shall make the requested Revolving Credit Advance to Borrower designated by Borrower Representative in the Notice of Revolving Credit AdvanceBorrower. All payments by each Revolving Lender shall be made without setoff, counterclaim or deduction of any kind. (ii) Not less than At least once during each calendar week or more frequently at Agent’s election (each, a “Settlement Date”), Agent shall advise each Lender by telephone, telephone or telecopy fax of the amount of such Lender’s Pro Rata Share of principal, interest and Fees paid for the benefit of Lenders with respect to each applicable Loan. Provided that each Lender has funded all payments or and Advances required to be made by it and has purchased all participations required to be purchased by it under this Agreement and the other Loan Documents as of such Settlement Date, Agent shall pay to each Lender such Lender’s Pro Rata Share of principal, interest and Fees paid by Borrowers Borrower since the previous Settlement Date for the benefit of such Lender on the Loans held by it. Such payments shall be made by wire transfer to such Lender’s account (as specified by such Lender in Annex E or the applicable Assignment Agreement) not later than 2:00 p.m. (New York time)on the next Business Day following each Settlement Date. To the extent that any Lender (a “Non-Funding Lender”) has failed to fund all such payments and Advances or failed to fund the purchase of all such participations, Agent shall be entitled to set off the funding short-fall shortfall against that Non-Funding Lender’s Pro Rata Share of all payments received from Borrowers. Such payments shall be made by wire transfer to such Lender’s account (as specified by such Lender in Annex H or the applicable Assignment Agreement) not later than 2:00 p.m. (New York time) on the next Business Day following each Settlement DateBorrower.

Advances; Payments. (i) Revolving Lenders shall refund or participate in the Swing Line Loan in accordance with clause CLAUSES (iii) and (iv) of Section SECTION 1.1(c). If the Swing Line Lender declines to make a Swing Line Loan or if Swing Line Availability is zero, Administrative Agent shall notify Revolving Lenders, promptly after receipt of a Notice of Revolving Credit Advance and in any event prior to 1:00 12:00 p.m. (New York Chicago time) on the date such Notice of Revolving Advance is received, by telecopy, telephone or other similar form of transmission. Each Revolving Lender shall make the amount of such Lender’s 's Pro Rata Share of such each Revolving Credit Advance available to Administrative Agent in same day funds by wire transfer to Administrative Agent’s 's account as set forth in Annex ANNEX H not later than 3:00 2:00 p.m. (New York Chicago time) on the requested funding date, in the case of an Index Rate Loan, Loan and not later than 11:00 10:00 a.m. (New York Chicago time) on the requested funding date, date in the case of a LIBOR Loan. After receipt of such wire transfers (or, in Administrative Agent’s 's sole discretion, before receipt of such wire transfers), subject to the terms hereof, Administrative Agent shall make the requested Revolving Credit Advance to Borrower designated by Borrower Representative in the Notice of Revolving Credit Advanceappropriate Borrowers. All payments by each Revolving Lender shall be made without setoff, counterclaim or deduction of any kind. (ii) Not less than once during On the second (2nd) Business Day of each calendar week or more frequently at Agent’s election as aggregate cumulative payments in excess of $2,000,000 are received with respect to the Loans (other than the Swing Line Loan) (each, a “Settlement Date”"SETTLEMENT DATE"), Administrative Agent shall will advise each Lender by telephone, telephone or telecopy of the amount of such Lender’s 's Pro Rata Share of principal, interest and Fees paid for the benefit of Lenders with respect to each applicable Loan. Provided that each such Lender has funded made all payments or Advances required to be made by it and has purchased all participations required to be purchased by it under this Agreement and the other Loan Documents as of such Settlement Date, Administrative Agent shall will pay to each Lender such Lender’s 's Pro Rata Share of principal, interest and Fees paid by Borrowers since the previous Settlement Date for the benefit of such that Lender on the Loans held by it. To the extent that any Lender (a “Non-Funding Lender”) has failed to fund all such payments and Advances or failed to fund the purchase of all such participations, Agent shall be entitled to set off the funding short-fall against that Non-Funding Lender’s Pro Rata Share of all payments received from Borrowers. Such payments shall be made by wire transfer to such Lender’s 's account (as specified by such Lender in Annex ANNEX H or the applicable Assignment Agreement) not later than 2:00 1:00 p.m. (New York Chicago time) on the next Business Day following each Settlement Date.

Advances; Payments. (i) Revolving Lenders shall refund or participate in the Swing Line Loan in accordance with clause clauses (iii) and (iv) of Section 1.1(c). If the Swing Line Lender declines to make a Swing Line Loan or if Swing Line Availability is zero, Agent shall notify Revolving Lenders, promptly after receipt of a Notice of Revolving Credit Advance and in any event prior to 1:00 12:00 p.m. (New York Chicago time) on the date such Notice of Revolving Advance is received, by telecopy, telephone or other similar form of transmission. Each Revolving Lender shall make the amount of such Lender’s 's Pro Rata Share of such Revolving Credit Advance available to Agent in same day funds by wire transfer to Agent’s 's account as set forth in Annex H not later than 3:00 2:00 p.m. (New York Chicago time) on the requested funding date, in the case of an Index Rate Loan, Loan and not later than 11:00 10:00 a.m. (New York Chicago time) on the requested funding date, date in the case of a LIBOR Loan. After receipt of such wire transfers (or, in the Agent’s 's sole discretion, before receipt of such wire transfers), subject to the terms hereof, Agent shall make the requested Revolving Credit Advance to Borrower designated by Borrower Representative in the Notice of Revolving Credit AdvanceBorrower. All payments by each Revolving Lender shall be made without setoff, counterclaim or deduction of any kind. (ii) Not less than once during On the second Business Day of each calendar week or more frequently at Agent’s election as aggregate cumulative payments in excess of $2,000,000 are received with respect to the Loans (other than the Swing Line Loan) (each, a “"Settlement Date”"), Agent shall will advise each Lender by telephone, or telecopy of the amount of such Lender’s 's Pro Rata Share of principal, interest and Fees paid for the benefit of Lenders with respect to each applicable Loan. Provided that each such Lender has funded all payments or and Advances required to be made by it and has purchased all participations required to be purchased by it under this Agreement and the other Loan Documents as of such Settlement Date, Agent shall will pay to each Lender such Lender’s 's Pro Rata Share of principal, interest and Fees paid by Borrowers Borrower since the previous Settlement Date for the benefit of such that Lender on the Loans held by it. To the extent that any Lender (a “"Non-Funding Lender”") has failed to fund all such payments and Advances or failed to fund the purchase of all such participations, Agent shall be entitled to set off the funding short-fall shortfall against that Non-Funding Lender’s 's Pro Rata Share of all payments received from BorrowersBorrower. Such payments shall be made by wire transfer to such Lender’s 's account (as specified by such Lender in Annex H or the applicable Assignment Agreement) not later than 2:00 1:00 p.m. (New York Chicago time) on the next Business Day following each Settlement Date.

Advances; Payments. (i) Revolving Lenders shall refund or participate in the Swing Line Loan in accordance with clause (iii) of Section 1.1(c). If the Swing Line Lender declines to make a Swing Line Loan or if Swing Line Availability is zero, Agent shall notify Revolving Lenders, promptly after receipt of a Notice of Revolving Credit Advance and in any event prior to 1:00 p.m. (New York time) on the date such Notice of Revolving Advance is received, by telecopy, telephone or other similar form of transmission. Each Revolving Lender shall make the amount of such Lender’s 's Pro Rata Share of such Revolving Credit Advance available to Agent in same day funds by wire transfer to Agent’s 's account as set forth in Annex H not later than 3:00 p.m. (New York time) on the requested funding date, in the case of an Index Rate Loan, and not later than 11:00 a.m. (New York time) on the requested funding date, in the case of a LIBOR Loan. After receipt of such wire transfers (or, in the Agent’s 's sole discretion, before receipt of such wire transfers), subject to the terms hereof, Agent shall make the requested Revolving Credit Advance to the Borrower designated by Borrower Representative in the Notice of Revolving Credit Advance. All payments by each Revolving Lender shall be made without setoff, counterclaim or deduction of any kind. (ii) Not less than once during On the 2nd Business Day of each calendar week or more frequently at Agent’s 's election (each, a “"Settlement Date”"), Agent shall advise each Lender by telephone, or telecopy of the amount of such Lender’s 's Pro Rata Share of principal, interest and Fees paid for the benefit of Lenders with respect to each applicable Loan. Provided that each Lender has funded all payments or Advances required to be made by it and has purchased all participations required to be purchased by it under this Agreement and the other Loan Documents as of such Settlement Date, Agent shall pay to each Lender such Lender’s 's Pro Rata Share of principal, interest and Fees paid by Borrowers since the previous Settlement Date for the benefit of such Lender on the Loans held by it. To the extent that any Lender (a “Non-"Non Funding Lender”") has failed to fund all such payments and Advances or failed to fund the purchase of all such participations, Agent shall be entitled to set off the funding short-short fall against that Non-Non Funding Lender’s 's Pro Rata Share of all payments received from Borrowers. Such payments shall be made by wire transfer to such Lender’s 's account (as specified by such Lender in Annex H or the applicable Assignment Agreement) not later than 2:00 p.m. (New York time) on the next Business Day following each Settlement Date.

Advances; Payments. (i) Revolving Lenders shall refund or participate in the Swing Line Loan in accordance with clause clauses (iii) and (iv) of Section 1.1(c). If the Swing Line Lender declines to make a Swing Line Loan or if Swing Line Availability is zero, Agent shall notify Revolving Lenders, promptly after receipt of a Notice of Revolving Credit Advance and in any event prior to 1:00 p.m. (New York time) on the date such Notice of Revolving Advance is received, by telecopy, telephone or other similar form of transmission. Each Revolving Lender shall make the amount of such Lender’s 's Pro Rata Share of such Revolving Credit Advance available to Agent in same day funds by wire transfer to Agent’s 's account as set forth in Annex H not later than 3:00 p.m. (New York time) on the requested funding date, in the case of an Index Rate Loan, and not later than 11:00 a.m. (New York time) on the requested funding date, in the case of a LIBOR Loan. After receipt of such wire transfers (or, in the Agent’s 's sole discretion, before receipt of such wire transfers), subject to the terms hereof, Agent shall make the requested Revolving Credit Advance to the Borrower designated by Borrower Representative in the Notice of Revolving Credit Advance. All payments by each Revolving Lender shall be made without setoff, counterclaim or deduction of any kind. (ii) Not less than once during On the 2nd Business Day of each calendar week or more frequently at Agent’s 's election (each, a “"Settlement Date”"), Agent shall advise each Lender by telephone, or telecopy of the amount of such Lender’s 's Pro Rata Share of principal, interest and Fees paid for the benefit of Lenders with respect to each applicable Loan. Provided that each Lender has funded all payments or Advances required to be made by it and has purchased all participations required to be purchased by it under this Agreement and the other Loan Documents as of such Settlement Date, Agent shall pay to each Lender such Lender’s 's Pro Rata Share of principal, interest and Fees paid by Borrowers since the previous Settlement Date for the benefit of such Lender on the Loans held by it. To the extent that any Lender (a “"Non-Funding Lender”") has failed to fund all such payments and Advances or failed to fund the purchase of all such participations, Agent shall be entitled to set off the funding short-fall against that Non-Funding Lender’s 's Pro Rata Share of all payments received from Borrowers. Such payments shall be made by wire transfer to such Lender’s 's account (as specified by such Lender in Annex H or the applicable Assignment Agreement) not later than 1:00 p.m. (Chicago time) 2:00 p.m. (New York time) on the next Business Day following each Settlement Date.

Advances; Payments. (i) Revolving Lenders shall refund or participate in the Swing Line Loan in accordance with clause clauses (iii) and (iv) of Section 1.1(c). If the Swing Line Lender declines to make a Swing Line Loan or if Swing Line Availability is zero, Agent shall notify Revolving Lenders, promptly after receipt of a Notice of Revolving Credit Advance and in any event prior to 1:00 p.m. (New York time) on the date such Notice of Revolving Advance is received, by telecopy, telephone or other similar form of transmission. Each Revolving Lender shall make the amount of such Lender’s 's Pro Rata Share of such Revolving Credit Advance available to Agent in same day funds by wire transfer to Agent’s 's account as set forth in Annex H not later than 3:00 p.m. (New York time) on the requested funding date, in the case of an Index Rate Loan, Loan and not later than 11:00 a.m. (New York time) on the requested funding date, date in the case of a LIBOR Loan. After receipt of such wire transfers (or, in the Agent’s 's sole discretion, before receipt of such wire transfers), subject to the terms hereof, Agent shall make the requested Revolving Credit Advance to the Borrower designated by Borrower Representative in the Notice of Revolving Credit Advance. All payments by each Revolving Lender shall be made without setoff, counterclaim or deduction of any kind. (iii) Not less than once during On the second (2nd) Business Day of each calendar week or more frequently at Agent’s election as aggregate cumulative payments in excess of $2,000,000 are received with respect to the Loans (other than the Swing Line Loan) (each, a “"Settlement Date”"), Agent shall will advise each Lender by telephone, or telecopy of the amount of such Lender’s 's Pro Rata Share of principal, interest and Fees paid for the benefit of Lenders with respect to each applicable Loan. Provided that each such Lender has funded all payments or Advances required to be made by it and has purchased all participations required to be purchased by it under this Agreement and the other Loan Documents as of such Settlement Date, Agent shall will pay to each Lender such Lender’s 's Pro Rata Share of principal, interest and Fees paid by Borrowers since the previous Settlement Date for the benefit of such that Lender on the Loans held by it. To the extent that any Lender (a “"Non-Funding Lender”") has failed to fund all such payments and Advances or failed to fund the purchase of all such participations, Agent shall be entitled to set off the funding short-fall against that Non-Funding Lender’s 's Pro Rata Share of all payments received from Borrowers. Such payments shall be made by wire transfer to such Lender’s 's account (as specified by such Lender in Annex H or the applicable Assignment Agreement) not later than 2:00 p.m. (New York time) on the next Business Day following each Settlement Date.

Advances; Payments. (i) Tranche A Revolving Lenders shall refund or participate in the Swing Line Loan in accordance with clause clauses (iii) and (iv) of Section 1.1(c1.1(b). If the Swing Line Lender declines to make a Swing Line Loan or if Swing Line Availability is zero, Agent shall notify Revolving Lenders, Lenders promptly after receipt of a Notice of Revolving Credit Advance Advance/Borrowing Base Certificate and in any event prior to 1:00 p.m. (New York time) on the date such Notice of Revolving Advance Advance/Borrowing Base Certificate is received, by telecopy, telephone or other similar form of transmissiontransmission of the requested Revolving Credit Advance and whether and to the extent that such Advance shall be a Tranche A Revolving Credit Advance or a Tranche B Revolving Credit Advance, or both. Each Revolving Lender shall make the amount of such Lender’s 's Pro Rata Share of such Revolving Credit Advance available to Agent in same day funds by wire transfer to Agent’s 's account as set forth in Annex H not later than 3:00 p.m. (New York time) on the requested funding date, in the case of an Index Rate Loan, Loan and not later than 11:00 a.m. (New York time) on the requested funding date, date in the case of a LIBOR Loan, provided, however, that, Agent shall not request any Tranche A Revolving Lender to make, and no Tranche A Revolving Lender shall have the obligation to make any Tranche A Revolving Credit Advance in excess of Tranche A Borrowing Availability if Agent shall have received written notice from any Tranche A Revolving Lender, or otherwise has knowledge that the requested Tranche A Revolving Credit Advance would result in the outstanding Tranche A Revolving Credit Advances and Letter of Credit Obligations exceeding the Tranche A Borrowing Availability on such funding date; provided further, however, that Agent shall not request any Tranche B Revolving Lender to make, and no Tranche B Revolving Lender shall have the obligation to make, any Tranche B Revolving Credit Advance in excess of Tranche B Borrowing Availability, if Agent shall have received written notice from any Tranche B Revolving Lender, or otherwise has knowledge that the requested Tranche B Revolving Advance would exceed the Tranche B Borrowing Availability on such funding date. Notwithstanding the foregoing, if any requested Revolving Credit Advance exceeds Borrowing Availability, Lenders shall make Advances up to that amount otherwise available under the terms of this Agreement. After receipt of such wire transfers (or, in the Agent’s 's sole discretion, before receipt of such wire transfers), subject to the terms hereof, Agent shall make the requested Revolving Credit Advance to Borrower designated by Borrower Representative in the Notice of Revolving Credit AdvanceBorrower. All payments by each Revolving Lender shall be made without setoff, counterclaim or deduction of any kind. (ii) Not less than once during On the second (2nd) Business Day of each calendar week or more frequently at Agent’s election as aggregate cumulative payments in excess of $3,000,000 are received with respect to the Loans (other than the Swing Line Loan) (each, a “"Settlement Date”"), Agent shall will advise each Lender by telephone, or telecopy of the amount of such Lender’s 's Pro Rata Share of principal, interest and Fees paid for the benefit of Lenders with respect to each applicable Revolving Loan. Provided that each such Lender has funded all payments or and Advances required to be made by it and has purchased all participations required to be purchased by it under this Agreement and the other Loan Documents as of such Settlement Date, Agent shall will pay to each Lender such Lender’s 's Pro Rata Share of principal, interest and Fees paid by Borrowers Borrower since the previous Settlement Date for the benefit of such that Lender on the Loans held by it. To the extent that any Lender (a “"Non-Funding Lender”") has failed to fund all such payments and Advances or failed to fund the purchase of all such participations, Agent shall be entitled to set off the funding short-fall against that Non-Funding Lender’s 's Pro Rata Share of all payments received from BorrowersBorrower. Such payments shall be made by wire transfer to such Lender’s 's account (as specified by such Lender in Annex H or the applicable Assignment Agreement) not later than 2:00 p.m. (New York time) on the next Business Day following each Settlement Date.

Advances; Payments. (i) Revolving Lenders shall refund or participate in the Swing Line Loan in accordance with clause (iii) of Section 1.1(c). If the Swing Line Lender declines to make a Swing Line Loan or if Swing Line Availability is zero, US Agent shall notify Revolving US Lenders, promptly after receipt of a Notice of US Revolving Credit Advance and in any event prior to 1:00 p.m. (New York time) on the date such Notice of a US Revolving Credit Advance is received, by telecopyfax, telephone or other similar form of transmission. Each Revolving US Lender shall make the amount of such US Lender’s Pro Rata Share of such US Revolving Credit Advance available to US Agent in same day funds by wire transfer to US Agent’s account as set forth in Annex H Section 1.5 not later than 3:00 p.m. (New York time) on the requested funding date, Funding Date in the case of an a US Index Rate Loan, Loans and not later than 11:00 a.m. (New York time) on the requested funding date, Funding Date in the case of a LIBOR Loan. After receipt of such wire transfers (or, in the US Agent’s sole discretion, before receipt of such wire transfers), subject to the terms hereof, US Agent shall make the requested US Revolving Credit Advance to a US Borrower as designated by US Borrower Representative in the Notice of US Revolving Credit Advance. All payments by each Revolving US Lender shall be made without setoff, counterclaim or deduction of any kind. (ii) Not less than At least once during each calendar week or more frequently at US Agent’s election (each, a “US Settlement Date”), US Agent shall advise each US Lender by telephone, telephone or telecopy fax of the amount of such US Lender’s Pro Rata Share of principal, interest and Fees paid for the benefit of US Lenders with respect to each applicable Loan. Provided that each US Lender has funded all payments or and US Revolving Credit Advances required to be made by it and has purchased funded all purchases of participations required to be purchased funded by it under this Agreement and the other Loan Documents as of such US Settlement Date, US Agent shall pay to each US Lender such US Lender’s Pro Rata Share of principal, interest and Fees paid by US Borrowers since the previous US Settlement Date for the benefit of such US Lender on the Loans held by it. To the extent that any Lender (a “Non-Funding Lender”) has failed to fund all such payments and Advances or failed to fund the purchase of all such participations, Agent shall be entitled to set off the funding short-fall against that Non-Funding Lender’s Pro Rata Share of all payments received from Borrowers. Such payments shall be made by wire transfer to such US Lender’s account (as specified by such US Lender in Annex H E or the applicable Assignment Agreement) not later than 2:00 p.m. (New York time) on the next Business Day following each US Settlement Date. To the extent that any US Lender (a “US Non-Funding Lender”) has failed to fund all such payments and US Revolving Credit Advances or failed to fund the purchase of all such participations required to be funded by such US Lender pursuant to this Agreement, US Agent shall be entitled to set off the funding shortfall against that US Non-Funding Lender’s Pro Rata Share of all payments received from US Borrowers. (iii) Canadian Agent shall notify Canadian Lenders, promptly after receipt of a Notice of Canadian Revolving Credit Advance and in any event prior to 1:00 p.m. (Toronto time) on the date such Notice of a Canadian Revolving Credit Advance is received, by fax, telephone or other similar form of transmission. Each Canadian Lender shall make the amount of such Canadian Lender’s Pro Rata Share of such Canadian Revolving Credit Advance available to Canadian Agent in same day funds by wire transfer to Canadian Agent’s account as set forth in Section 1.5 not later than 3:00 p.m. (Toronto time) on the requested Funding Date in the case of a Canadian Index Rate Loans and not later than 11:00 a.m. (Toronto time) on the requested Funding Date in the case of a BA Rate Loan. After receipt of such wire transfers (or, in the Canadian Agent’s sole discretion, before receipt of such wire transfers), subject to the terms hereof, Canadian Agent shall make the requested Canadian Revolving Credit Advance to a Canadian Borrower as designated by Canadian Borrower Representative in the Notice of Canadian Revolving Credit Advance. All payments by each Canadian Lender shall be made without setoff, counterclaim or deduction of any kind. (iv) At least once each calendar week or more frequently at Canadian Agent’s election (each, a “Canadian Settlement Date”), Canadian Agent shall advise each Canadian Lender by telephone or fax of the amount of such Canadian Lender’s Pro Rata Share of principal, interest and Fees paid for the benefit of Canadian Lenders with respect to each applicable Loan. Provided that each Canadian Lender has funded all payments and Canadian Revolving Credit Advances required to be made by it and funded all purchases of participations required to be funded by it under this Agreement and the other Loan Documents as of such Canadian Settlement Date, Canadian Agent shall pay to each Canadian Lender such Canadian Lender’s Pro Rata Share of principal, interest and Fees paid by Canadian Borrowers since the previous Canadian Settlement Date for the benefit of such Canadian Lender on the Loans held by it. Such payments shall be made by wire transfer to such Canadian Lender’s account (as specified by such Canadian Lender in Annex E or the applicable Assignment Agreement) not later than 2:00 p.m. (Toronto time) on the next Business Day following each Canadian Settlement Date. To the extent that any Canadian Lender (a “Canadian Non-Funding Lender”) has failed to fund all such payments and Canadian Revolving Credit Advances or failed to fund the purchase of all such participations required to be funded by such Canadian Lender pursuant to this Agreement, Canadian Agent shall be entitled to set off the funding shortfall against that Canadian Non-Funding Lender’s Pro Rata Share of all payments received from Canadian Borrowers.

Advances; Payments. (i) Revolving Lenders shall refund or participate in the Swing Line Loan in accordance with clause clauses (iii) and (iv) of Section 1.1(c). If the Swing Line Lender declines to make a Swing Line Loan or if Swing Line Availability is zero, Agent shall notify Revolving Lenders, promptly after receipt of a Notice of Revolving Credit Advance and in any event prior to 1:00 p.m. (New York time) on the date such Notice of Revolving Advance is received, by telecopy, telephone or other similar form of transmission. Each Revolving Lender shall make the amount of such Lender’s 's Pro Rata Share of such Revolving Credit Advance available to Agent in same day funds by wire transfer to Agent’s 's account as set forth in Annex H not later than 3:00 p.m. (New York time) on the requested funding date, in the case of an Index Rate Loan, and not later than 11:00 a.m. (New York time) on the requested funding date, in the case of a LIBOR Loan. After receipt of such wire transfers (or, in the Agent’s 's sole discretion, before receipt of such wire transfers), subject to the terms hereof, Agent shall make the requested Revolving Credit Advance to the Borrower designated by Borrower Representative in the Notice of Revolving Credit Advance. All payments by each Revolving Lender shall be made without setoff, counterclaim or deduction of any kind. (ii) Not less than once during On the 2nd Business Day of each calendar week or more frequently at Agent’s 's election (each, a “"Settlement Date”"), Agent shall advise each Lender by telephone, or telecopy of the amount of such Lender’s 's Pro Rata Share of principal, interest and Fees paid for the benefit of Lenders with respect to each applicable Loan. Provided that each Lender has funded all payments or Advances required to be made by it and has purchased all participations required to be purchased by it under this Agreement and the other Loan Documents as of such Settlement Date, Agent shall pay to each Lender such Lender’s 's Pro Rata Share of principal, interest and Fees paid by Borrowers since the previous Settlement Date for the benefit of such Lender on the Loans held by it. To the extent that any Lender (a “"Non-Funding Lender”") has failed to fund all such payments and Advances or failed to fund the purchase of all such participations, Agent shall be entitled to set off the funding short-fall against that Non-Funding Lender’s 's Pro Rata Share of all payments received from Borrowers. Such payments shall be made by wire transfer to such Lender’s 's account (as specified by such Lender in Annex H or the applicable Assignment Agreement) not later than 2:00 1:00 p.m. (New York Chicago time) on the next Business Day following each Settlement Date.

Advances; Payments. (i) Revolving Lenders shall refund or participate in the Swing Line Loan in accordance with clause clauses (iii) and (iv) of Section 1.1(c). If the Swing Line Lender declines to make a Swing Line Loan or if Swing Line Availability is zero, Agent shall notify Revolving Lenders, promptly after receipt of a Notice of Revolving Credit Advance and in any event prior to 1:00 12:00 p.m. (New York Chicago time) on the date such Notice of Revolving Advance is received, by telecopy, telephone or other similar form of transmission. Each Revolving Lender shall make the amount of such Lender’s 's Pro Rata Share of such Revolving Credit Advance available to Agent in same day funds by wire transfer to Agent’s 's account as set forth in Annex H not later than 3:00 p.m. (New York Toronto time) on the requested funding date, in the case of an Canadian Index Rate Loan, Loan and not later than 11:00 a.m. (New York Toronto time) on the requested funding date, date in the case of a LIBOR BA Loan. After receipt of such wire transfers (or, in the Agent’s 's sole discretion, before receipt of such wire transfers), subject to the terms hereof, Agent shall make the requested Revolving Credit Advance to Borrower designated by Borrower Representative in the Notice of Revolving Credit AdvanceBorrower. All payments by each Revolving Lender shall be made without setoff, counterclaim or deduction of any kind. (ii) Not less than once during On the second Business Day of each calendar week or more frequently at Agent’s election as aggregate cumulative payments in excess of $500,000 are received with respect to the Loans (other than the Swing Line Loan) (each, a “"Settlement Date”"), Agent shall will advise each Lender by telephone, or telecopy of the amount of such Lender’s 's Pro Rata Share of principal, interest and Fees paid for the benefit of Lenders with respect to each applicable Loan. Provided that each such Lender has funded all payments or and Advances required to be made by it and has purchased all participations required to be purchased by it under this Agreement and the other Loan Documents as of such Settlement Date, Agent shall will pay to each Lender such Lender’s 's Pro Rata Share of principal, interest and Fees paid by Borrowers Borrower since the previous Settlement Date for the benefit of such that Lender on the Loans held by it. To the extent that any Lender (a “"Non-Funding Lender”") has failed to fund all such payments and Advances or failed to fund the purchase of all such participations, Agent shall be entitled to set off the funding short-fall shortfall against that Non-Funding Lender’s 's Pro Rata Share of all payments received from BorrowersBorrower. Such payments shall be made by wire transfer to such Lender’s 's account (as specified by such Lender in Annex H or the applicable Assignment Agreement) not later than 2:00 1:00 p.m. (New York Toronto time) on the next Business Day following each Settlement Date.

Advances; Payments. (ia) Revolving Lenders shall refund or participate in the Swing Line Loan in accordance with clause (iii) of Section 1.1(c). If the Swing Line Lender declines to make a Swing Line Loan or if Swing Line Availability is zero, Agent shall notify Revolving Lenders, promptly after receipt of a Notice of Revolving Credit Advance and in any event prior to 1:00 p.m. (New York time) on the date such Notice of Revolving Advance is received, by telecopy, telephone or other similar form of transmission. Each Revolving Lender shall make the amount of such Lender’s 's Pro Rata Share of such Revolving Credit Advance available to Agent in same day funds by wire transfer to Agent’s 's applicable account as set forth provided to such Revolving Lender in Annex H writing by Agent from time to time not later than 3:00 p.m. (New York time) on the requested funding date, in the case of an Index a Canadian Prime Rate Loan, a BA Rate Loan or a US Base Rate Loan and not later than 11:00 10:00 a.m. (New York time) on the requested funding date, date in the case of a LIBOR Loan. After receipt of such wire transfers (or, in the Agent’s 's sole discretion, before receipt of such wire transfers), subject to the terms hereof, Agent shall make the requested Revolving Credit Advance to Borrower designated by Borrower Representative in the Notice of Revolving Credit Advanceapplicable Borrower. All payments by each Revolving Lender shall be made without setoff, counterclaim or deduction of any kind. (iib) Not less than once during each calendar week or more frequently at Agent’s 's election (each, a “"Settlement Date”"), Agent shall advise each Lender by telephone, or telecopy of the amount of such Lender’s 's Pro Rata Share of principal, interest and Fees paid for the benefit of Lenders with respect to each applicable Loan. Provided that each Lender has funded all payments or and Advances required to be made by it and has purchased all participations required to be purchased by it under this Agreement and the other Loan Documents as of such Settlement Date, Agent shall pay to each Lender such Lender’s 's Pro Rata Share of principal, interest and Fees paid by Borrowers each Borrower since the previous Settlement Date for the benefit of such Lender on the Loans held by it. To the extent that any Lender (a “"Non-Funding Lender”") has failed to fund all such payments and Advances or failed to fund the purchase of all such participations, Agent shall be entitled to set off the funding short-fall against that Non-Funding Lender’s 's Pro Rata Share of all payments received from Borrowerssuch Borrower. Such payments shall be made by wire transfer to such Lender’s 's account (as specified by such Lender to Agent in Annex H writing from time to time or the applicable Assignment Agreement) not later than 2:00 p.m. (New York time) on the next Business Day following each Settlement Date.

Advances; Payments. (i) Revolving Lenders shall refund or participate in the Swing Line Loan in accordance with clause clauses (iii) and (iv) of Section 1.1(c). If the Swing Line Lender declines to make a Swing Line Loan or if Swing Line Availability is zero, Agent shall notify Revolving Lenders, promptly after receipt of a Notice of Revolving Credit Advance and in any event prior to 1:00 p.m. (New York time) on the date such Notice of a Revolving Credit Advance is received, by telecopyfax, telephone or other similar form of transmission. Each Revolving Lender shall make the amount of such Lender’s Pro Rata Share of such Revolving Credit Advance available to Agent in same day funds by wire transfer to Agent’s account as set forth in Annex H Section 1.1(f) not later than 3:00 p.m. (New York time) on the requested funding date, Funding Date in the case of an Index Rate Loan, Loans and not later than 11:00 a.m. (New York time) on the requested funding date, Funding Date in the case of a LIBOR Loan. After receipt of such wire transfers (or, in Agent’s sole discretion, before receipt of such wire transfers), subject to the terms hereof, Agent shall make the requested Revolving Credit Advance to Borrower as designated by Borrower Representative in the Notice of Revolving Credit Advance. All payments by each Revolving Lender shall be made without setoff, counterclaim or deduction of any kind. (ii) Not less than At least once during each calendar week or more frequently at Agent’s election (each, a “Settlement Date”), if the Agent has received any payments by Borrower hereunder, Agent shall advise each Lender by telephone, telephone or telecopy fax of the amount of such Lender’s Pro Rata Share of principal, interest and Fees paid for the benefit of Lenders with respect to each applicable Loan. Provided that each Lender has funded all payments or and Advances required to be made by it and has purchased funded all purchases of participations required to be purchased funded by it under this Agreement and the other Loan Documents as of such Settlement DateDate and subject to Section 8.5(d), Agent shall pay to each Lender such Lender’s Pro Rata Share of principal, interest and Fees paid by Borrowers Borrower since the previous Settlement Date for the benefit of such Lender on the Loans held by it. To the extent that any Lender (a “Non-Funding Lender”) has failed to fund all such payments and Advances or failed to fund the purchase of all such participations, Agent shall be entitled to set off the funding short-fall against that Non-Funding Lender’s Pro Rata Share of all payments received from Borrowers. Such payments shall be made by wire transfer to such Lender’s account (as specified by such Lender in Annex H or on record with the applicable Assignment AgreementAgent) not later than 2:00 p.m. (New York time) on the next Business Day following each Settlement Date.

Advances; Payments. (i) Revolving Lenders shall refund or participate in the Swing Line Loan in accordance with clause subclauses (iii) and (iv) of Section 1.1(c). If the Swing Line Lender declines to make a Swing Line Loan or if Swing Line Availability is zero, Agent shall notify Revolving Lenders, promptly after receipt of a Notice of Revolving Credit Advance and in any event prior to 1:00 p.m. (New York time) on the date such Notice of Revolving Advance is received, by telecopy, telephone or other similar form of transmission. Each Revolving Lender shall make the amount of such Lender’s Pro Rata Share of such Revolving Credit Advance available to Agent in same day funds by wire transfer to Agent’s account as set forth in Annex H not later than 3:00 p.m. (New York time) on the requested funding date, in the case of an Index Rate Loan, and not later than 11:00 a.m. 12:00 p.m. (New York time) on the requested funding date, in the case of a LIBOR Loan. After receipt of such wire transfers (or, in the Agent’s sole discretion, before receipt of such wire transfers), subject to the terms hereof, Agent shall make the requested Revolving Credit Advance to the Borrower designated by Borrower Representative in the Notice of Revolving Credit Advance. All payments by each Revolving Lender shall be made without setoff, counterclaim or deduction of any kind. (ii) Not less than once during each calendar week or more frequently at Agent’s election (each, a “Settlement Date”), Agent shall advise each Lender by telephone, or telecopy of the amount of such Lender’s Pro Rata Share of principal, interest and Fees paid for the benefit of the Lenders with respect to each applicable Loan. Provided that each Lender has funded all payments or Advances required to be made by it and has purchased all participations required to be purchased by it under this Agreement and the other Loan Documents as of such Settlement Date, Agent shall pay to each Lender such Lender’s Pro Rata Share of principal, interest and Fees paid by Borrowers since the previous Settlement Date for the benefit of such Lender on the Loans held by it. To the extent that any Lender (a “Non-Funding Lender”) has failed to fund all such payments and Advances or failed to fund the purchase of all such participations, Agent shall be entitled to set off the funding short-fall against that Non-Funding Lender’s Pro Rata Share of all payments received from Borrowers. Such payments shall be made by wire transfer to such Lender’s account (as specified by such Lender in Annex H or the applicable Assignment Agreement) not later than 2:00 p.m. (New York time) on the next Business Day following each Settlement Date.

Advances; Payments. (i) Revolving Lenders shall refund or participate in the Swing Line Loan in accordance with clause clauses (iii) and (iv) of Section 1.1(c1.1(b). If the Swing Line Lender declines to make a Swing Line Loan or if Swing Line Availability is zero, Agent shall notify Revolving Lenders, promptly after receipt of a Notice of Revolving Credit Advance and in any event prior to 1:00 12:00 p.m. (New York Chicago time) on the date such Notice of Revolving Advance is received, by telecopy, telephone or other similar form of transmission. Each Revolving Lender shall make the amount of such Lender’s 's Pro Rata Share of such Revolving Credit Advance available to Agent in same day funds by wire transfer to Agent’s 's account as set forth in Annex H G not later than 3:00 2:00 p.m. (New York Chicago time) on the requested funding date, in the case of an Index Rate Loan, Loan and not later than 11:00 10:00 a.m. (New York Chicago time) on the requested funding date, date in the case of a LIBOR Loan. After receipt of such wire transfers (or, in the Agent’s 's sole discretion, before receipt of such wire transfers), subject to the terms hereof, Agent shall make the requested Revolving Credit Advance to Borrower designated by Borrower Representative in the Notice of Revolving Credit AdvanceBorrower. All payments by each Revolving Lender shall be made without setoff, counterclaim or deduction of any kind. (ii) Not less than once during On the second (2nd) Business Day of each calendar week or more frequently at Agent’s election as aggregate cumulative payments in excess of $2,000,000 are received with respect to the Loans (other than the Swing Line Loan) (each, a “"Settlement Date”"), Agent shall will advise each Lender by telephone, or telecopy of the amount of such Lender’s 's Pro Rata Share of principal, interest and Fees paid for the benefit of Lenders with respect to each applicable Loan. Provided that each such Lender has funded all payments or and Advances required to be made by it and has purchased all participations required to be purchased by it under this Agreement and the other Loan Documents as of such Settlement Date, Agent shall will pay to each Lender such Lender’s 's Pro Rata Share of principal, interest and Fees paid by Borrowers Borrower since the previous Settlement Date for the benefit of such that Lender on the Loans held by it. To the extent that any Lender (a “"Non-Funding Lender”") has failed to fund all such payments and Advances or failed to fund the purchase of all such participations, Agent shall be entitled to set off the funding short-fall shortfall against that Non-Funding Lender’s 's Pro Rata Share of all payments received from BorrowersBorrower. Such payments shall be made by wire transfer to such Lender’s 's account (as specified by such Lender in Annex H G or the applicable Assignment Agreement) not later than 2:00 1:00 p.m. (New York Chicago time) on the next Business Day following each Settlement Date.

Advances; Payments. (i) Revolving Lenders shall refund or participate in the Swing Line Loan in accordance with clause clauses (iii) and (iv) of Section 1.1(c)) . If the Swing Line Lender declines to make a Swing Line Loan or if Swing Line Availability is zero, Agent shall notify Revolving Lenders, promptly after receipt of a Notice of Revolving Credit Advance and in any event prior to 1:00 p.m. (New York time) on the date such Notice of Revolving Advance is received, by telecopy, telephone or other similar form of transmission. Each Revolving Lender shall make the amount of such Lender’s 's Pro Rata Share of such Revolving Credit Advance available to Agent in same day funds by wire transfer to Agent’s 's account as set forth in Annex H G not later than 3:00 p.m. (New York time) on the requested funding date, in the case of an Index Rate Loan, and not later than 11:00 a.m. 12:00 noon (New York time) on the requested funding date, in the case of a LIBOR Loan. After receipt of such wire transfers (or, in the Agent’s 's sole discretion, before receipt of such wire transfers), subject to the terms hereof, Agent shall make the requested Revolving Credit Advance to the Borrower designated by Borrower Representative in the Notice of Revolving Credit Advance. All payments by each Revolving Lender shall be made without setoff, counterclaim or deduction of any kind. (ii) Not less than once during each calendar week or more frequently at Agent’s 's election (each, a “"Settlement Date”"), Agent shall advise each Lender by telephone, or telecopy of the amount of such Lender’s 's Pro Rata Share of principal, interest and Fees paid for the benefit of Lenders with respect to each applicable Loan. Provided that each Lender has funded all payments or Advances required to be made by it and has purchased all participations required to be purchased by it under this Agreement and the other Loan Documents as of such Settlement Date, Agent shall pay to each Lender such Lender’s 's Pro Rata Share of principal, interest and Fees paid by Borrowers since the previous Settlement Date for the benefit of such Lender on the Loans held by it. To the extent that any Lender (a “"Non-Funding Lender”") has failed to fund all such payments and Advances or failed to fund the purchase of all such participations, Agent shall be entitled to set off the funding short-fall against that Non-Funding Lender’s 's Pro Rata Share of all payments received from Borrowers. Such payments shall be made by wire transfer to such Lender’s 's account (as specified by such Lender in Annex H G or the applicable Assignment Agreement) not later than 2:00 p.m. (New York time) on the next Business Day following each Settlement Date.

Advances; Payments. (i) Revolving Lenders shall refund or participate in the Swing Line Loan in accordance with clause (iii) of Section 1.1(c). If the Swing Line Lender declines to make a Swing Line Loan or if Swing Line Availability is zero, Administrative Agent shall notify Revolving Lenders, promptly after receipt of a Notice of Revolving Credit Advance and in any event prior to 1:00 p.m. (New York time) on the date such Notice of Revolving Advance is received, by telecopy, telephone or other similar form of transmission. Each Revolving Lender shall make the amount of such Lender’s 's Pro Rata Share of such Revolving Credit Advance available to Administrative Agent in same day funds by wire transfer to Administrative Agent’s 's account as set forth in Annex H not later than 3:00 p.m. (New York time) on the requested funding date, in the case of an Index Rate Loan, and not later than 11:00 a.m. (New York time) on the requested funding date, in the case of a LIBOR Loan. After receipt of such wire transfers (or, in the Administrative Agent’s 's sole discretion, before receipt of such wire transfers), subject to the terms hereof, Administrative Agent shall make the requested Revolving Credit Advance to the Borrower designated by Borrower Representative in the Notice of Revolving Credit Advance. All payments by each Revolving Lender shall be made without setoff, counterclaim or deduction of any kind. (ii) Not less than once during each calendar week or more frequently at Administrative Agent’s 's election (each, a “"Settlement Date”"), Administrative Agent shall advise each Lender by telephone, or telecopy of the amount of such Lender’s 's Pro Rata Share of principal, interest and Fees paid for the benefit of Lenders with respect to each applicable Loan. Provided that each Lender has funded all payments or Advances required to be made by it and has purchased all participations required to be purchased by it under this Agreement and the other Loan Documents as of such Settlement Date, Administrative Agent shall pay to each Lender such Lender’s 's Pro Rata Share of principal, interest and Fees paid by Borrowers since the previous Settlement Date for the benefit of such Lender on the Loans held by it. To the extent that any Lender (a “"Non-Funding Lender”") has failed to fund all such payments and Advances or failed to fund the purchase of all such participations, Administrative Agent shall be entitled to set off the funding short-fall against that Non-Funding Lender’s 's Pro Rata Share of all payments received from Borrowers. Such payments shall be made by wire transfer to such Lender’s 's account (as specified by such Lender in Annex H or the applicable Assignment Agreement) not later than 2:00 p.m. (New York time) on the next Business Day following each Settlement Date.

Advances; Payments. (i) Revolving Lenders shall refund or participate in the Swing Line Loan in accordance with clause CLAUSES (iiiIII) and (IV) of Section 1.1(cSECTION 1.1(B). If the Swing Line Lender declines to make a Swing Line Loan or if Swing Line Availability is zero, Agent shall notify Revolving Lenders, promptly after receipt of a Notice of Revolving Credit Advance and in any event prior to 1:00 p.m. (New York time) on the date such Notice of Revolving Advance is received, by telecopy, telephone or other similar form of transmission. Each Revolving Lender shall make the amount of such Lender’s 's Pro Rata Share of such Revolving Credit Advance available to Agent in same day funds by wire transfer to Agent’s 's account as set forth in Annex ANNEX H not later than 3:00 p.m. (New York time) on the requested funding date, in the case of an Index Rate Loan, Loan and not later than 11:00 a.m. (New York time) on the requested funding date, date in the case of a LIBOR Loan. After receipt of such wire transfers (or, in the Agent’s 's sole discretion, before receipt of such wire transfers), subject to the terms hereof, Agent shall make the requested Revolving Credit Advance to the Borrower designated by Borrower Representative in the Notice of Revolving Credit Advance. All payments by each Revolving Lender shall be made without setoff, counterclaim or deduction of any kind. (ii) Not less than once during each calendar week or more frequently at Agent’s 's election (each, a “"Settlement Date”"), Agent shall advise each Lender by telephone, or telecopy of the amount of such Lender’s 's Pro Rata Share of principal, interest and Fees paid for the benefit of Lenders with respect to each applicable Loan. Provided that each Lender has funded all payments or Advances required to be made by it and has purchased all participations required to be purchased by it under this Agreement and the other Loan Documents as of such Settlement Date, Agent shall pay to each Lender such Lender’s 's Pro Rata Share of principal, interest and Fees paid by Borrowers since the previous Settlement Date for the benefit of such Lender on the Loans held by it. To the extent that any Lender (a “"Non-Funding Lender”") has failed to fund all such payments and Advances or failed to fund the purchase of all such participations, Agent shall be entitled to set off the funding short-fall against that Non-Funding Lender’s 's Pro Rata Share of all payments received from Borrowers. Such payments shall be made by wire transfer to such Lender’s 's account (as specified by such Lender in Annex H or the applicable Assignment Agreement) not later than 2:00 p.m. (New York time) on the next Business Day following each Settlement Date.

Advances; Payments. (i) US Revolving Lenders shall refund or participate in the Swing Line Loan in accordance with clause clauses (iii) and (iv) of Section 1.1(c1.1(d). If the Swing Line Lender declines to make a Swing Line Loan or if Swing Line Availability is zero, Administrative Agent shall notify US Revolving Lenders, promptly after receipt of a Notice of US Revolving Credit Advance and in any event prior to 1:00 p.m. (New York time) on the date such Notice of a US Revolving Credit Advance is received, by telecopyfax, telephone or other similar form of transmission. European Loan Agent shall notify European Revolving Lenders promptly after receipt of a Notice of European Revolving Credit Advance and in any event prior to 1:00 p.m. (London time) on the date such Notice of European Revolving Credit Advance is received, by fax, telephone or similar form of transmission. Each Revolving Lender shall make the amount of such Lender’s 's Pro Rata Share of such any Revolving Credit Advance available to Appropriate Agent in same day funds in Dollars, or the Equivalent Amount in the requested Alternative Currency, as applicable, by wire transfer to Appropriate Agent’s 's account as set forth in Annex H not later than 3:00 p.m. (New York timeSection 1.1(h) on the requested funding date, in the case of an Index Rate Loan, and not later than 11:00 a.m. (New York timeLocal Time) on the requested funding date, in the case of a LIBOR LoanFunding Date. After receipt of such wire transfers (or, in Appropriate Agent’s 's sole discretion, before receipt of such wire transfers), subject to the terms hereof, Appropriate Agent shall make the requested Revolving Credit Advance to Borrower Borrowers as designated by Appropriate Borrower Representative in the Notice of US Revolving Credit Advance or Notice of European Revolving Credit Advance, as applicable. All payments by each Revolving Lender shall be made without setoff, counterclaim or deduction of any kind. (ii) Not less No later than once during each calendar week or more frequently at Agent’s election the second Business Day after receipt of principal, interest and Fees (each, a “"Settlement Date”"), the Appropriate Agent shall advise each Lender by telephone, telephone or telecopy fax of the amount of such Lender’s 's Pro Rata Share of principal, interest and Fees paid for the benefit of Lenders Lender with respect to each the applicable LoanLoans. Provided that each Lender has funded all payments or and Revolving Credit Advances (if applicable) required to be made by it and has purchased all participations required to be purchased by it under this Agreement and the other Loan Documents as of such Settlement Date, the Appropriate Agent shall pay or cause to be paid to each Lender such Lender’s 's Pro Rata Share of principal, interest and Fees paid by Borrowers since the previous Settlement Date for the benefit of such Lender on the Loans held by it. Such payments shall be made by wire transfer to such Lender's account (as specified by such Lender in Annex E, the signature pages hereof, or the applicable Assignment Agreement) not later than 2:00 p.m. (Local time) on the next Business Day following each Settlement Date. To the extent that any Revolving Lender (a “Non-"Non Funding Lender”") has failed to fund all such payments and Revolving Credit Advances or failed to fund the purchase of all such participations, the Appropriate Agent shall be entitled to set off the funding short-fall shortfall against that Non-Non Funding Lender’s 's Pro Rata Share of all payments received from Borrowers. Such payments shall be made by wire transfer otherwise payable to such that Non Funding Lender’s account (as specified by such Lender in Annex H or the applicable Assignment Agreement) not later than 2:00 p.m. (New York time) on the next Business Day following each Settlement Date.

Advances; Payments. (i) Revolving Lenders shall refund or participate in the Swing Line Loan in accordance with clause (iii) of Section 1.1(c). If the Swing Line Lender declines to make a Swing Line Loan or if Swing Line Availability is zero, Agent shall notify Revolving Lenders, promptly after receipt of a Notice of Revolving Credit Advance and in any event prior to 1:00 p.m. (New York time) on the date such Notice of Revolving Advance is received, by telecopy, telephone or other similar form of transmission. Each Revolving Lender shall make the amount of such Lender’s 's Pro Rata Share of such Revolving Credit Advance available to Agent in same day funds by wire transfer to Agent’s 's account as set forth in Annex H not later than 3:00 p.m. (New York time) on the ------- requested funding date, in the case of an Index Rate Loan, Loan and not later than 11:00 a.m. (New York time) on the requested funding date, date in the case of a LIBOR Loan. After receipt of such wire transfers (or, in Agent’s 's sole discretion, before receipt of such wire transfers), subject to the terms hereof, Agent shall make the requested Revolving Credit Advance to Borrower designated by Borrower Representative in the Notice of Revolving Credit AdvanceBorrower. All payments by each Revolving Lender shall be made without setoff, counterclaim or deduction of any kind. (ii) Not less than once during each calendar week On the first Business Day after receipt from Borrower of any payment of principal, interest and Fees or more frequently at Agent’s 's election (each, a “"Settlement Date”"), Agent shall advise each Lender by telephone, or --------------- telecopy of the amount of such Lender’s 's Pro Rata Share of principal, interest and Fees paid for the benefit of Lenders with respect to each applicable Loan. Provided that each Lender has funded all payments or and Advances required to be made by it and has purchased all participations required to be purchased by it under this Agreement and the other Loan Documents as of such Settlement Date, Agent shall pay to each Lender such Lender’s 's Pro Rata Share of principal, interest and Fees paid by Borrowers Borrower since the previous Settlement Date for the benefit of such Lender on the Loans held by it. To the extent that any Lender (a “"Non-Funding Lender”") has failed to fund all such payments and Advances or ------------------ failed to fund the purchase of all such participations, Agent shall be entitled to set off the funding short-fall against that Non-Funding Lender’s 's Pro Rata Share of all payments received from BorrowersBorrower. Such payments shall be made by wire transfer to such Lender’s 's account (as specified by such Lender in Annex H ------- or the applicable Assignment Agreement) not later than 2:00 p.m. (New York time) on the next Business Day following each Settlement Date.

Advances; Payments. (i) Revolving Lenders shall refund or participate in the Swing Line Loan in accordance with clause (iii) of Section 1.1(c). If the Swing Line Lender declines to make a Swing Line Loan or if Swing Line Availability is zero, Credit Agent shall notify Revolving Lenders, promptly after receipt of a Notice of Revolving Credit Advance and in any event prior to 1:00 2:00 p.m. (New York time) on the date such Notice of Revolving Advance is received, by telecopy, telephone or other similar form of transmission. Each Revolving Lender shall make the amount of such Lender’s 's Pro Rata Share of such Revolving Credit Advance available to Revolving Credit Agent in same day funds by wire transfer to Revolving Credit Agent’s 's account as set forth in Annex H not later than 3:00 4:00 p.m. (New York time) on the requested funding date, in the case of an Index Rate Loan, and not later than 11:00 a.m. (New York time) on the requested funding date, in the case of a LIBOR Loan. After receipt of such wire transfers (or, in the Revolving Credit Agent’s 's sole discretion, before receipt of such wire transfers), subject to the terms hereof, Revolving Credit Agent shall make the requested Revolving Credit Advance to Borrower designated by Borrower Representative in the Notice of Revolving Credit AdvanceBorrower. All payments by each Revolving Lender shall be made without setoff, counterclaim or deduction of any kind. (ii) Not less than once during On the 2nd Business Day of each calendar week or more frequently at Administrative Agent’s 's election (with respect to the Term Loan) or Revolving Credit Agent's election (with respect to the Revolving Loan (each, a “"Settlement Date”"), the relevant Agent shall advise each Lender by telephone, or telecopy of the amount of such Lender’s 's Pro Rata Share of principal, interest and Fees paid for the benefit of Lenders with respect to each applicable Loan. Provided that each Lender has funded all payments or Advances required to be made by it and has purchased all participations required to be purchased by it under this Agreement and the other Loan Documents as of such Settlement Date, such Agent shall pay to each Lender such Lender’s 's Pro Rata Share of principal, interest and Fees paid by Borrowers Borrower since the previous Settlement Date for the benefit of such Lender on the Loans held by it. To the extent that any Lender (a “"Non-Funding Lender”") has failed to fund all such payments and Advances or failed to fund the purchase of all such participations, such Agent shall be entitled to set off the funding short-fall against that Non-Funding Lender’s 's Pro Rata Share of all payments received from BorrowersBorrower. Such payments shall be made by wire transfer to such Lender’s 's account (as specified by such Lender in Annex H or the applicable Assignment Agreement) not later than 2:00 p.m. (New York time) on the next Business Day following each Settlement Date.

Advances; Payments. (i) Revolving Lenders shall refund or participate in the Swing Line Loan in accordance with clause (iii) of Section 1.1(c1.1(b). If the Swing Line Lender declines to make a Swing Line Loan Advance or if Swing Line Availability is zero, Agent shall notify Revolving Lenders, promptly after receipt of a Notice of Revolving Credit Advance and in any event prior to 1:00 2:00 p.m. (New York time) on the date such Notice of a Revolving Credit Advance is received, by telecopyfax, telephone or other similar form of transmission. Each Revolving Lender shall make the amount of such Lender’s Pro Rata Share of such Revolving Credit Advance available to Agent in same day funds by wire transfer to Agent’s account as set forth in Annex H Section 1.1(e) not later than 3:00 4:00 p.m. (New York time) on the requested funding date, Funding Date in the case of an Index Rate Loan, Loans and not later than 11:00 a.m. 12:00 noon (New York time) on the requested funding date, Funding Date in the case of a LIBOR Loan. After receipt of such wire transfers (or, in the Agent’s sole discretion, before receipt of such wire transfers), subject to the terms hereof, Agent shall make the requested Revolving Credit Advance to Borrower as designated by Borrower Representative in the Notice of Revolving Credit Advance. All payments by each Revolving Lender shall be made without setoff, counterclaim or deduction of any kind. (ii) Not less than At least once during each calendar week or more frequently at Agent’s election (each, a “Settlement Date”), Agent shall advise each Lender by telephone, telephone or telecopy fax of the amount of such Lender’s Pro Rata Share of principal, interest and Fees paid for the benefit of Lenders with respect to each applicable Loan. Provided that each Lender has funded all payments or and Advances required to be made by it and has purchased funded all purchases of participations required to be purchased funded by it under this Agreement and the other Loan Documents as of such Settlement Date, Agent shall pay to each Lender such Lender’s Pro Rata Share of principal, interest and Fees paid by Borrowers Borrower since the previous Settlement Date for the benefit of such Lender on the Loans held by it. Such payments shall be made by wire transfer to such Lender’s account (as specified by such Lender in Annex D or the applicable Assignment Agreement) not later than 2:00 p.m. (New York time) on the next Business Day following each Settlement Date. To the extent that any Lender (a “Non-Funding Lender”) has failed to fund all such payments and Advances or failed to fund the purchase of all such participationsparticipations required to be funded by such Lender pursuant to this Agreement, Agent shall be entitled to set off the funding short-fall shortfall against that Non-Funding Lender’s Pro Rata Share of all payments received from Borrowers. Such payments shall be made by wire transfer to such Lender’s account (as specified by such Lender in Annex H or the applicable Assignment Agreement) not later than 2:00 p.m. (New York time) on the next Business Day following each Settlement DateBorrower.

Advances; Payments. (i) Revolving Lenders shall refund or participate in the Swing Line Loan in accordance with clause clauses (iii) and (iv) of Section 1.1(c1.1(b). If the Swing Line Lender declines to make a Swing Line Loan or if Swing Line Availability is zero, Agent shall notify Revolving Lenders, promptly after receipt of a Notice of Revolving Credit Advance and in any event prior to 1:00 p.m. (New York time) on the date such Notice of a Revolving Credit Advance is received, by telecopyfax, telephone or other similar form of transmission. Each Revolving Lender shall make the amount of such Lender’s Pro Rata Share of such Revolving Credit Advance available to Agent in same day funds by wire transfer to Agent’s account as set forth in Annex H E not later than 3:00 p.m. (New York time) on the requested funding date, Funding Date in the case of an Index Rate Loan, Loans and not later than 11:00 a.m. (New York time) on the requested funding date, Funding Date in the case of a LIBOR Loan. After receipt of such wire transfers (or, in the Agent’s sole discretion, before receipt of such wire transfers), subject to the terms hereof, Agent shall make the requested Revolving Credit Advance to Borrower as designated by Borrower Representative in the Notice of Revolving Credit Advance. All payments by each Revolving Lender shall be made without setoff, counterclaim or deduction of any kind. (ii) Not less than At least once during each calendar week or more frequently at Agent’s election (each, a “Settlement Date”), Agent shall advise each Lender by telephone, telephone or telecopy fax of the amount of such Lender’s Pro Rata Share of principal, interest and Fees paid for the benefit of Lenders with respect to each applicable Loan. Provided that each Lender has funded all payments or and Advances required to be made by it and has purchased all participations required to be purchased by it under this Agreement and the other Loan Documents as of such Settlement Date, Agent shall pay to each Lender such Lender’s Pro Rata Share of principal, interest and Fees paid by Borrowers Borrower since the previous Settlement Date for the benefit of such Lender on the Loans held by it. Such payments shall be made by wire transfer to such Lender’s account (as specified by such Lender in Annex E or the applicable Assignment Agreement) not later than 2:00 p.m. (New York time) on the next Business Day following each Settlement Date. To the extent that any Lender (a “Non-Funding Lender”) has failed to fund all such payments and Advances or failed to fund the purchase of all such participations, Agent shall be entitled to set off the funding short-fall shortfall against that Non-Funding Lender’s Pro Rata Share of all payments received from Borrowers. Such payments shall be made by wire transfer to such Lender’s account (as specified by such Lender in Annex H or the applicable Assignment Agreement) not later than 2:00 p.m. (New York time) on the next Business Day following each Settlement DateBorrower.

Advances; Payments. (i) Revolving Lenders shall refund or participate in the Swing Line Loan in accordance with clause (iii) of Section 1.1(c). If the Swing Line Lender declines to make a Swing Line Loan or if Swing Line Availability is zero, Agent shall notify Revolving Lenders, promptly after receipt of a Notice of Revolving Credit Advance and in any event prior to 1:00 p.m. (New York time) on the date such Notice of Revolving Advance is received, by telecopy, telephone or other similar form of transmission. Each Revolving Lender shall make the amount of such Lender’s 's Pro Rata Share of such Revolving Credit Advance available to Agent in same day funds by wire transfer to Agent’s 's account as set forth in Annex ANNEX H not later than 3:00 p.m. (New York time) on the requested funding date, in the case of an Index Rate Loan, Loan and not later than 11:00 a.m. (New York time) on the requested funding date, date in the case of a LIBOR Loan. After receipt of such wire transfers (or, in the Agent’s 's sole discretion, before receipt of such wire transfers), subject to the terms hereof, Agent shall make the requested Revolving Credit Advance to Borrower as designated by Borrower Representative in the Notice of Revolving Credit Advance. All payments by each Revolving Lender shall be made without setoff, counterclaim or deduction of any kind. (ii) Not less than once during On the second (2nd) Business Day of each calendar week or more frequently at Agent’s election as aggregate cumulative payments in excess of $2,000,000 are received with respect to the Loans (each, a “Settlement Date”"SETTLEMENT DATE"), Agent shall will advise each Lender by telephone, or telecopy of the amount of such Lender’s 's Pro Rata Share of principal, interest and Fees paid for the benefit of Lenders with respect to each applicable Loan. Provided that each such Lender has funded all payments or Advances required to be made by it and has purchased all participations required to be purchased by it under this Agreement and the other Loan Documents as of such Settlement Date, Agent shall will pay to each Lender such Lender’s 's Pro Rata Share of principal, interest and Fees paid by Borrowers Borrower since the previous Settlement Date for the benefit of such that Lender on the Loans held by it. To the extent that any Lender (a “Non"NON-Funding Lender”FUNDING LENDER") has failed to fund all such payments and Advances or failed to fund the purchase of all such participations, Agent shall be entitled to set off the funding short-fall against that Non-Funding Lender’s 's Pro Rata Share of all payments received from BorrowersBorrower. Such payments shall be made by wire transfer to such Lender’s 's account (as specified by such Lender in Annex ANNEX H or the applicable Assignment Agreement) not later than 2:00 p.m. (New York time) on the next Business Day following each Settlement Date.

Advances; Payments. (i) Revolving Lenders shall refund or participate in the Swing Line Loan in accordance with clause clauses (iii) and (iv) of Section 1.1(c). If the Swing Line Lender declines to make a Swing Line Loan or if Swing Line Availability is zero, Agent shall notify Revolving Lenders, promptly after receipt of a Notice of Revolving Credit Advance and in any event prior to 1:00 p.m. (New York time) on the date such Notice of a Revolving Credit Advance is received, by telecopyfax, telephone or other similar form of transmission. Each Revolving Lender shall make the amount of such Lender’s Pro Rata Share of such Revolving Credit Advance available to Agent in same day funds by wire transfer to Agent’s account as set forth in Annex H Section 1.1(e) not later than 3:00 p.m. (New York time) on the requested funding date, Funding Date in the case of an Index Rate Loan, Loans and not later than 11:00 a.m. (New York time) on the requested funding date, Funding Date in the case of a LIBOR Loan. After receipt of such wire transfers (or, in the Agent’s sole discretion, before receipt of such wire transfers), subject to the terms hereof, Agent shall make the requested Revolving Credit Advance to Borrower as designated by Borrower Representative in the Notice of Revolving Credit Advance. All payments by each Revolving Lender shall be made without setoff, counterclaim or deduction of any kind. (ii) Not less than At least once during each calendar week or more frequently at Agent’s election (each, a “Settlement Date”), Agent shall advise each Lender by telephone, telephone or telecopy fax of the amount of such Lender’s Pro Rata Share of principal, interest and Fees paid for the benefit of Lenders with respect to each applicable Loan. Provided that each Lender has funded all payments or and Advances required to be made by it and has purchased funded all purchases of participations required to be purchased funded by it under this Agreement and the other Loan Documents as of such Settlement Date, Agent shall pay to each Lender such Lender’s Pro Rata Share of principal, interest and Fees paid by Borrowers Borrower since the previous Settlement Date for the benefit of such Lender on the Loans held by it. Such payments shall be made by wire transfer to such Lender’s account (as specified by such Lender in Annex E or the applicable Assignment Agreement) not later than 2:00 p.m. (New York time) on the next Business Day following each Settlement Date. To the extent that any Lender (a “Non-Funding Lender”) has failed to fund all such payments and Advances or failed to fund the purchase of all such participations, Agent shall be entitled to set off the funding short-fall against that Non-Funding Lender’s Pro Rata Share of all payments received from Borrowers. Such payments shall be made by wire transfer to such Lender’s account (as specified by such Lender in Annex H or the applicable Assignment Agreement) not later than 2:00 p.m. (New York time) on the next Business Day following each Settlement DateBorrower.

Advances; Payments. (i) Revolving Lenders shall refund or participate in the Swing Line Loan in accordance with clause clauses (iii) and (iv) of Section 1.1(c). If the Swing Line Lender declines to make a Swing Line Loan or if Swing Line Availability is zero, Agent shall notify Revolving Lenders, Lenders promptly after receipt of a Notice of Revolving Credit AMENDED AND RESTATED CREDIT AGREEMENT Advance and in any event prior to 1:00 p.m. 11:00 a.m. (New York California time) on the date such Notice of Revolving Advance is received, by telecopy, telephone or other similar form of transmission. Each Revolving Lender shall make the amount of such Lender’s 's Pro Rata Share of such Revolving Credit Advance available to Agent in same day funds by wire transfer to Agent’s 's account as set forth in Annex H not later than 3:00 1:00 p.m. (New York California time) on the requested funding date, in the case of an Index Rate Loan, and not later than 11:00 10:00 a.m. (New York California time) on the requested funding date, in the case of a LIBOR Loan. After receipt of such wire transfers (or, in the Agent’s 's sole discretion, before receipt of such wire transfers), subject to the terms hereof, Agent shall make the requested Revolving Credit Advance to Borrower designated by Borrower Representative in the Notice of Revolving Credit AdvanceBorrower. All payments by each Revolving Lender shall be made without setoff, counterclaim or deduction of any kind. (ii) Not less than once during each calendar week or more frequently at Agent’s election (each, a “"Settlement Date”"), Agent shall advise each Lender by telephone, telephone or telecopy of the amount of such Lender’s 's Pro Rata Share of principal, interest and Fees paid for the benefit of Lenders with respect to each applicable Loan. Provided that each such Lender has funded all payments or and Advances required to be made by it and has purchased all participations required to be purchased by it under this Agreement and the other Loan Documents as of such Settlement Date, Agent shall pay to each Lender such Lender’s 's Pro Rata Share of principal, interest and Fees paid by Borrowers Borrower since the previous Settlement Date for the benefit of such that Lender on the Loans held by it. To the extent that any Lender (a “"Non-Funding Lender”") has failed to fund all such payments and Advances required to be made by it or failed to fund the purchase of all such participationsparticipations required to be purchased by it under this Agreement and the other Loan Documents as of such Settlement Date, Agent shall be entitled to set off the funding short-fall against that Non-Funding Lender’s 's Pro Rata Share of all payments received from BorrowersBorrower. Such payments shall be made by wire transfer to such Lender’s 's account (as specified by such Lender in Annex H or the applicable Assignment Agreement) not later than 2:00 p.m. 11:00 a.m. (New York California time) on the next Business Day following each Settlement Date.

Advances; Payments. (i) Revolving Lenders shall refund or participate in the Swing Line Loan in accordance with clause (iii) of Section 1.1(c). If the Swing Line Lender declines to make a Swing Line Loan or if Swing Line Availability is zero, US Agent shall notify Revolving LendersUS Tranche A Ledners, promptly after receipt of a Notice of US Tranche A Revolving Credit Advance and in any event prior to 1:00 p.m. (New York time) on the date such Notice of a US Tranche A Revolving Credit Advance is received, by telecopyfax, telephone or other similar form of transmission. Each Revolving US Tranche A Lender shall make the amount of such US Tranche A Lender’s Pro Rata Share of such US Tranche A Revolving Credit Advance available to US Agent in same day funds by wire transfer to US Agent’s account as set forth in Annex H Section 1.5 not later than 3:00 p.m. (New York time) on the requested funding date, Funding Date in the case of an a US Index Rate Loan, Loan and not later than 11:00 a.m. (New York time) on the requested funding date, Funding Date in the case of a LIBOR Loan. After receipt of such wire transfers (or, in the US Agent’s sole discretion, before receipt of such wire transfers), subject to the terms hereof, US Agent shall make the requested US Tranche A Revolving Credit Advance to a US Borrower as designated by US Borrower Representative in the Notice of US Tranche A Revolving Credit Advance. All payments by each US Tranche A Lender shall be made without setoff, counterclaim or deduction of any kind. US Agent shall notify US Tranche A1 Lenders, promptly after receipt of a Notice of US Tranche A1 Revolving Credit Advance and in any event prior to 1:00 p.m. (New York time) on the date such Notice of a US Tranche A1 Revolving Credit Advance is received, by fax, telephone or other similar form of transmission. Each US Tranche A1 Lender shall make the amount of such US Tranche A1 Lender’s Pro Rata Share of such US Tranche A1 Revolving Credit Advance available to US Agent in same day funds by wire transfer to US Agent’s account as set forth in Section 1.5 not later than 3:00 p.m. (New York time) on the requested Funding Date in the case of a US Index Rate Loan and not later than 11:00 a.m. (New York time) on the requested Funding Date in the case of a LIBOR Loan. After receipt of such wire transfers (or, in the US Agent’s sole discretion, before receipt of such wire transfers), subject to the terms hereof, US Agent shall make the requested US Tranche A1 Revolving Credit Advance to a US Borrower as designated by US Borrower Representative in the Notice of US Tranche A1 Revolving Credit Advance. All payments by each US Tranche A1 Lender shall be made without setoff, counterclaim or deduction of any kind. (ii) Not less than At least once during each calendar week or more frequently at US Agent’s election (each, a “US Settlement Date”), US Agent shall advise each US Lender by telephone, telephone or telecopy fax of the amount of such US Lender’s Pro Rata Share of principal, interest and Fees paid for the benefit of US Lenders with respect to each applicable Loan. Provided that each US Tranche A Lender and US Tranche A1 Lender, as the case may be, has funded all payments or payments, US Tranche A Revolving Credit Advances and US Tranche A1 Revolving Credit Advances, as applicable, required to be made by it and has purchased funded all purchases of participations required to be purchased funded by it under this Agreement and the other Loan Documents as of such Settlement DateXX Xxxxxxxxxx Xxxx, XX Agent shall pay to each US Tranche A Lender and US Tranche A1 Lender such US Lender’s Pro Rata Share of principal, interest and Fees paid by US Borrowers since the previous US Settlement Date for the benefit of such US Lender on the Loans held by it. To the extent that any Lender (a “Non-Funding Lender”) has failed to fund all such payments and Advances or failed to fund the purchase of all such participations, Agent shall be entitled to set off the funding short-fall against that Non-Funding Lender’s Pro Rata Share of all payments received from Borrowers. Such payments shall be made by wire transfer to such Lender’s account (as specified by such US Lender in Annex H E or the applicable Assignment Agreement) not later than 2:00 p.m. (New York time) on the next Business Day following each US Settlement Date. To the extent that any US Tranche A Lender or US Tranche A1 Lender (a “US Non-Funding Lender”) has failed to fund all such payments, US Tranche A Revolving Credit Advances or US Tranche A1 Revolving Credit Advances, as the case may be, or failed to fund the purchase of all such participations required to be funded by such US Lender pursuant to this Agreement, US Agent shall be entitled to set off the funding shortfall against that US Non-Funding Lender’s Pro Rata Share of all payments received from US Borrowers. (iii) Canadian Agent shall notify Canadian Tranche A Lenders, promptly after receipt of a Notice of Canadian Tranche A Revolving Credit Advance and in any event prior to 1:00 p.m. (Toronto time) on the date such Notice of a Canadian Tranche A Revolving Credit Advance is received, by fax, telephone or other similar form of transmission. Each Canadian Tranche A Lender shall make the amount of such Canadian Tranche A Lender’s Pro Rata Share of such Canadian Tranche A Revolving Credit Advance available to Canadian Agent in same day funds by wire transfer to Canadian Agent’s account as set forth in Section 1.5 not later than 3:00 p.m. (Toronto time) on the requested Funding Date in the case of a Canadian Index Rate Loan and not later than 11:00 a.m. (Toronto time) on the requested Funding Date in the case of a BA Rate Loan. After receipt of such wire transfers (or, in the Canadian Agent’s sole discretion, before receipt of such wire transfers), subject to the terms hereof, Canadian Agent shall make the requested Canadian Tranche A Revolving Credit Advance to a Canadian Borrower as designated by Canadian Borrower Representative in the Notice of Tranche A Canadian Revolving Credit Advance. All payments by each Canadian Tranche A Lender shall be made without setoff, counterclaim or deduction of any kind. Canadian Agent shall notify Canadian Tranche A1 Lenders, promptly after receipt of a Notice of Canadian Tranche A1 Revolving Credit Advance and in any event prior to 1:00 p.m. (Toronto time) on the date such Notice of a Canadian Tranche A1 Revolving Credit Advance is received, by fax, telephone or other similar form of transmission. Each Canadian Tranche A1 Lender shall make the amount of such Canadian Tranche A1 Lender’s Pro Rata Share of such Canadian Tranche A1 Revolving Credit Advance available to Canadian Agent in same day funds by wire transfer to Canadian Agent’s account as set forth in Section 1.5 not later than 3:00 p.m. (Toronto time) on the requested Funding Date in the case of a Canadian Index Rate Loan and not later than 11:00 a.m. (Toronto time) on the requested Funding Date in the case of a BA Rate Loan. After receipt of such wire transfers (or, in the Canadian Agent’s sole discretion, before receipt of such wire transfers), subject to the terms hereof, Canadian Agent shall make the requested Canadian Tranche A1 Revolving Credit Advance to a Canadian Borrower as designated by Canadian Borrower Representative in the Notice of Tranche A1 Canadian Revolving Credit Advance. All payments by each Canadian Tranche A1 Lender shall be made without setoff, counterclaim or deduction of any kind. (iv) At least once each calendar week or more frequently at Canadian Agent’s election (each, a “Canadian Settlement Date”), Canadian Agent shall advise each Canadian Lender by telephone or fax of the amount of such Canadian Lender’s Pro Rata Share of principal, interest and Fees paid for the benefit of Canadian Lenders with respect to each applicable Loan. Provided that each Canadian Tranche A Lender and Canadian Tranche A1 Lender, as the case may be, has funded all payments, Canadian Tranche A Revolving Credit Advances and Canadian Tranche A1 Revolving Credit Advances, as applicable, required to be made by it and funded all purchases of participations required to be funded by it under this Agreement and the other Loan Documents as of such Canadian Settlement Date, Canadian Agent shall pay to each Canadian Tranche A Lender and Canadian Tranche A1 Lender such Canadian Lender’s Pro Rata Share of principal, interest and Fees paid by Canadian Borrowers since the previous Canadian Settlement Date for the benefit of such Canadian Lender on the Loans held by it. Such payments shall be made by wire transfer to such Canadian Lender’s account (as specified by such Canadian Lender in Annex E or the applicable Assignment Agreement) not later than 2:00 p.m. (Toronto time) on the next Business Day following each Canadian Settlement Date. To the extent that any Canadian Tranche A Lender or Canadian Tranche A1 Lender (a “Canadian Non-Funding Lender”) has failed to fund all such payments, Canadian Tranche A Revolving Credit Advances and Canadian Tranche A1 Revolving Credit Advances or failed to fund the purchase of all such participations required to be funded by such Canadian Lender pursuant to this Agreement, Canadian Agent shall be entitled to set off the funding shortfall against that Canadian Non-Funding Lender’s Pro Rata Share of all payments received from Canadian Borrowers.

Advances; Payments. (i) Revolving Lenders shall refund or participate in the Swing Line Loan in accordance with clause (iii) of Section 1.1(c1.1(d). If the Swing Line Lender declines to make a Swing Line Loan or if Swing Line Availability is zero, Agent shall notify Revolving Lenders, promptly after receipt of a Notice of Revolving Credit Advance and in any event prior to 1:00 p.m. (New York time) on the date such Notice of Revolving Advance is received, by telecopy, telephone or other similar form of transmission. Each Revolving Lender shall make the amount of such Lender’s Pro Rata Share of such Revolving Credit Advance available to Agent in same day funds by wire transfer to Agent’s account as set forth in Annex H not later than 3:00 2:00 p.m. (New York time) on the requested funding date, in the case of an Index Rate Loan, and not later than 11:00 a.m. (New York time) on the requested funding date, in the case of a LIBOR Loan. After receipt of such wire transfers (or, in the Agent’s sole discretion, before receipt of such wire transfers), subject to the terms hereof, Agent shall make the requested Revolving Credit Advance to Borrower designated by Borrower Representative in not later than 3:00 p.m. (New York time) on the Notice of Revolving Credit Advancerequested funding date. All payments by each Revolving Lender shall be made without setoff, counterclaim or deduction of any kind. (ii) Not less than once during On the 2nd Business Day of each calendar week or more frequently at Agent’s election (each, a “Settlement Date”), Agent shall advise each Lender by telephone, or telecopy of the amount of such Lender’s Pro Rata Share of principal, interest and Fees paid for the benefit of Lenders with respect to each applicable Loan. Provided that each Lender has funded all payments or Advances required to be made by it and has purchased all participations required to be purchased by it under this Agreement and the other Loan Documents as of such Settlement Date, Agent shall pay to each Lender such Lender’s Pro Rata Share of principal, interest and Fees paid by Borrowers Borrower since the previous Settlement Date for the benefit of such Lender on the Loans held by it. To the extent that any Lender (a “Non-Funding Lender”) has failed to fund all such payments and Advances or failed to fund the purchase of all such participations, Agent shall be entitled to set off the funding short-fall against that Non-Funding Lender’s Pro Rata Share of all payments received from BorrowersBorrower. Such payments shall be made by wire transfer to such Lender’s account (as specified by such Lender in Annex H or the applicable Assignment Agreement) not later than 2:00 p.m. (New York time) on the next Business Day following each Settlement Date.

Advances; Payments. (i) Revolving Lenders shall refund or participate in the Swing Line Loan in accordance with clause clauses (iii) and (iv) of Section 1.1(c1.1(b). If the Swing Line Lender declines to make a Swing Line Loan or if Swing Line Availability is zero, Agent shall notify Revolving Lenders, promptly after receipt of a Notice of Revolving Credit Advance and in any event prior to 1:00 p.m. (New York time) on the date such Notice of Revolving Advance is received, by telecopy, telephone or other similar form of transmission. Each Revolving Lender shall make the amount of such Lender’s Pro Rata Share of such Revolving Credit Advance available to Agent in same day funds by wire transfer to Agent’s account as set forth in Annex H not later than 3:00 p.m. (New York time) on the requested funding date, in the case of an Index Rate Loan, Loan and not later than 11:00 a.m. (New York time) on the requested funding date, date in the case of a LIBOR Loan. After receipt of such wire transfers (or, in the Agent’s sole discretion, before receipt of such wire transfers), subject to the terms hereof, Agent shall make the requested Revolving Credit Advance to Borrower designated by Borrower Representative in the Notice of Revolving Credit AdvanceBorrower. All payments by each Revolving Lender shall be made without setoff, counterclaim or deduction of any kind. (ii) Not less than once during On the 2nd Business Day of each calendar week or more frequently at Agent’s election (each, a “Settlement Date”), Agent shall advise each Lender by telephone, or telecopy of the amount of such Lender’s Pro Rata Share of principal, interest and Fees paid for the benefit of Lenders with respect to each applicable Loan. Provided that each Lender has funded all payments or and Advances required to be made by it and has purchased all participations required to be purchased by it under this Agreement and the other Loan Documents as of such Settlement Date, Agent shall pay to each Lender such Lender’s Pro Rata Share of principal, interest and Fees paid by Borrowers Borrower since the previous Settlement Date for the benefit of such Lender on the Loans held by it. To the extent that any Lender (a “Non-–Funding Lender”) has failed to fund all such payments and Advances or failed to fund the purchase of all such participations, Agent shall be entitled to set off the funding short-–fall against that Non-–Funding Lender’s Pro Rata Share of all payments received from BorrowersBorrower. Such payments shall be made by wire transfer to such Lender’s account (as specified by such Lender in Annex H or the applicable Assignment Agreement) not later than 2:00 1:00 p.m. (New York Chicago time) on the next Business Day following each Settlement Date.

Advances; Payments. (i) Revolving Lenders shall refund or participate in the Swing Line Loan in accordance with clause clauses (iii) and (iv) of Section 1.1(c). If the Swing Line Lender declines to make a Swing Line Loan or if Swing Line Availability is zero, Agent shall notify Revolving Lenders, promptly after receipt of a Notice of Revolving Credit Advance and in any event prior to 1:00 p.m. (New York time) on the date such Notice of Revolving Advance is received, by telecopy, telephone or other similar form of transmission. Each Revolving Lender shall make the amount of such Lender’s 's Pro Rata Share of such Revolving Credit Advance available to Agent in same day funds by wire transfer to Agent’s 's account as set forth in Annex H not later than 3:00 p.m. (New York time) on the requested funding date, in the case of an Index Rate Loan, Loan and not later than 11:00 a.m. (New York time) on the requested funding date, date in the case of a LIBOR Loan. After receipt of such wire transfers (or, in the Agent’s 's sole discretion, before receipt of such wire transfers), subject to the terms hereof, Agent shall make the requested Revolving Credit Advance to Borrower designated by Borrower Representative in the Notice of Revolving Credit AdvanceBorrower. All payments by each Revolving Lender shall be made without setoff, counterclaim or deduction of any kind. (ii) Not less than once during On the second (2nd) Business Day of each calendar week or more frequently at Agent’s election as aggregate cumulative payments in excess of $2,000,000 are received with respect to the Loans (other than the Swing Line Loan) (each, a “"Settlement Date”"), Agent shall advise each Lender by telephone, or telecopy of the amount of such Lender’s 's Pro Rata Share of principal, interest and Fees paid for the benefit of Lenders with respect to each applicable Loan. Provided that each Lender has funded all payments or and Advances required to be made by it and has purchased all participations required to be purchased by it under this Agreement and the other Loan Documents as of such Settlement Date, Agent shall pay to each Lender such Lender’s 's Pro Rata Share of principal, interest and Fees paid by Borrowers Borrower since the previous Settlement Date for the benefit of such Lender on the Loans held by it. To the extent that any Lender (a “"Non-Funding Lender”") has failed to fund all such payments and Advances or failed to fund the purchase of all such participations, Agent shall be entitled to set off the funding short-fall against that Non-Funding Lender’s 's Pro Rata Share of all payments received from BorrowersBorrower. Such payments shall be made by wire transfer to such Lender’s 's account (as specified by such Lender in Annex H or the applicable Assignment Agreement) not later than 2:00 p.m. (New York Chicago time) on the next Business Day following each Settlement Date.

Advances; Payments. (i) Revolving Lenders shall refund or participate in the Swing Line Loan in accordance with clause clauses (iii) and (iv) of Section 1.1(c). If the Swing Line Lender declines to make a Swing Line Loan or if Swing Line Availability is zero, Agent shall notify Revolving Lenders, promptly after receipt of a Notice of Revolving Credit Advance and in any event prior to 1:00 12:30 p.m. (New York Chicago time) on the date such Notice of Revolving Advance is received, by telecopy, telephone or other similar form of transmission. Each Revolving Lender shall make the amount of such Lender’s 's Pro Rata Share of such each Revolving Credit Advance available to Agent in same day funds by wire transfer to Agent’s 's account as set forth in Annex H not later than 3:00 2:00 p.m. (New York Chicago time) on the requested funding date, in the case of an Index Rate Loan, Loan and not later than 11:00 a.m. (New York Chicago time) on the requested funding date, date in the case of a LIBOR Loan. After receipt of such wire transfers (or, in the Agent’s 's sole discretion, before receipt of such wire transfers), subject to the terms hereof, Agent shall make the requested Revolving Credit Advance to the Borrower designated by Borrower Representative in the Notice of Revolving Credit Advance. All payments by each Revolving Lender shall be made without setoff, counterclaim or deduction of any kind. (ii) Not less than once during On the second (2nd) Business Day of each calendar week or more frequently at Agent’s election as aggregate cumulative payments in excess of $1,000,000 are received with respect to the Loans (other than the Swing Line Loan) (each, a “"Settlement Date”"), Agent shall will advise each Lender by telephone, or telephone and telecopy of the amount of such Lender’s 's Pro Rata Share of principal, interest and Fees paid for the benefit of Lenders with respect to each applicable Loan. Provided that each such Lender has funded made all payments or Advances required to be made by it and has purchased all participations required to be purchased by it under this Agreement and the other Loan Documents as of such Settlement Date, Agent shall will pay to each Lender such Lender’s 's Pro Rata Share of principal, interest and Fees paid by Borrowers since the previous Settlement Date for the benefit of such that Lender on the Loans held by it. To the extent that any Lender (a “Non-Funding Lender”) has failed to fund all such payments and Advances or failed to fund the purchase of all such participations, Agent shall be entitled to set off the funding short-fall against that Non-Funding Lender’s Pro Rata Share of all payments received from Borrowers. Such payments shall be made by wire transfer to such Lender’s 's account (as specified by such Lender in Annex H or the applicable Assignment Agreement) not later than 2:00 1:00 p.m. (New York Chicago time) on the next Business Day following each Settlement Date.

Advances; Payments. (i) Revolving Lenders shall refund or participate in the Swing Line Loan Loans in accordance with clause clauses (iii) and (iv) of Section Sections 1.1(c) and (d). If Subject to the satisfaction of the conditions precedent set forth in Section 2.2, if such Swing Line Lender declines to make a Swing Line Loan or if Swing Line Availability is zero, Agent shall notify Revolving Lenders, promptly after receipt of a Notice of Revolving Credit Advance and in any event prior to 1:00 p.m. (New York time) on the date such Notice of Revolving Credit Advance is received, by telecopy, telephone or other similar form of transmissionelectronic communication. Each Revolving Lender shall make the amount of such Lender’s Pro Rata Share of such Revolving Credit Advance available to Agent in same day funds by wire transfer to Agent’s applicable account as set forth provided to such Revolving Lender in Annex H writing by Agent from time to time not later than 3:00 p.m. (New York time) on the requested funding date, in the case of an Index a Canadian Prime Rate Loan, a Canadian Base Rate Loan or a US Base Rate Loan and not later than 11:00 a.m. (New York time) on the requested funding date, date in the case of a LIBOR Loan or a BA Rate Loan. After receipt of such wire transfers (or, in the Agent’s sole discretion, before receipt of such wire transfers), subject to the terms hereof, Agent shall make the requested Revolving Credit Advance to Borrower designated by Borrower Representative in the Notice of Revolving Credit Advanceapplicable Borrower. All payments by each Revolving Lender shall be made without setoff, counterclaim or deduction of any kind. (ii) Not less than once during each calendar week or more frequently at Agent’s election (each, a “Settlement Date”), Agent shall advise each Lender by telephone, or telecopy electronic mail of the amount of such Lender’s Pro Rata Share of principal, interest and Fees paid for the benefit of Lenders with respect to each applicable Loan. Provided that each Lender has funded all payments or and Advances required to be made by it and has purchased all participations required to be purchased by it under this Agreement and the other Loan Documents as of such Settlement Date, Agent shall pay to each Lender such Lender’s Pro Rata Share of principal, interest and Fees paid by Borrowers each Borrower since the previous Settlement Date for the benefit of such Lender on the Loans held by it. To the extent that any Lender (a “Non-Funding Lender”) Lender has failed to fund all such payments and Advances or failed to fund the purchase of all such participations, Agent shall be entitled to set off the funding short-fall against that Non-Funding Lender’s Pro Rata Share of all payments received from Borrowerssuch Borrower. Such payments shall be made by wire transfer to such Lender’s account (as specified by such Lender to Agent in Annex H writing from time to time or the applicable Assignment Agreement) not later than 2:00 p.m. (New York time) on the next Business Day following each Settlement Date.

Advances; Payments. (i) Revolving Lenders shall refund or participate in the Swing Line Loan in accordance with clause (iii) of Section 1.1(c). If the Swing Line Lender declines to make a Swing Line Loan or if Swing Line Availability is zero, Agent shall notify Revolving Lenders, promptly after receipt of a Notice of Revolving Credit Advance and in any event prior to 1:00 p.m. (New York time) on the date such Notice of a Revolving Credit Advance is received, by telecopyfax, telephone or other similar form of transmission. Each Revolving Lender shall make the amount of such Lender’s 's Pro Rata Share of such Revolving Credit Advance available to Agent in same day funds by wire transfer to Agent’s 's account as set forth in Annex H Section 1.4 not later than 3:00 p.m. (New York time) on the requested funding date, Funding Date in the case of an Index Rate Loan, Loans and not later than 11:00 a.m. (New York time) on the requested funding date, Funding Date in the case of a LIBOR Loan. After receipt of such wire transfers (or, in the Agent’s 's sole discretion, before receipt of such wire transfers), subject to the terms hereof, Agent shall make the requested Revolving Credit Advance to Borrower designated by Borrower Representative in the Notice of Revolving Credit AdvanceBorrower. All payments by each Revolving Lender shall be made without setoff, counterclaim or deduction of any kind. (ii) Not less than At least once during each calendar week or more frequently at Agent’s 's election (each, a “"Settlement Date”"), Agent shall advise each Lender by telephone, telephone or telecopy fax of the amount of such Lender’s 's Pro Rata Share of principal, interest and Fees paid for the benefit of Lenders with respect to each applicable Loan. Provided that each Lender has funded all payments or and Advances required to be made by it and has purchased all participations required to be purchased by it under this Agreement and the other Loan Documents as of such Settlement Date, Agent shall pay to each Lender such Lender’s 's Pro Rata Share of principal, interest and Fees paid by Borrowers Borrower since the previous Settlement Date for the benefit of such Lender on the Loans held by it. Such payments shall be made by wire transfer to such Lender's account (as specified by such Lender in Annex E or the applicable Assignment Agreement) not later than 2:00 p.m. (New York time) on the next Business Day following each Settlement Date. To the extent that any Lender (a “"Non-Funding Lender”") has failed to fund all such payments and Advances or failed to fund the purchase of all such participations, Agent shall be entitled to set off the funding short-fall against that Non-Funding Lender’s 's Pro Rata Share of all payments received from Borrowers. Such payments shall be made by wire transfer to such Lender’s account (as specified by such Lender in Annex H or the applicable Assignment Agreement) not later than 2:00 p.m. (New York time) on the next Business Day following each Settlement DateBorrower.

Advances; Payments. (i) Revolving Lenders shall refund or participate in the Swing Line Loan in accordance with clause clauses (iii) and (iv) of Section 1.1(c). If the Swing Line Lender declines to make a Swing Line Loan or if Swing Line Availability is zero, Agent shall notify Revolving Lenders, promptly after receipt of a Notice of Revolving Credit Advance and in any event prior to 1:00 p.m. (New York time) on the date such Notice of a Revolving Credit Advance is received, by telecopyfax, telephone or other similar form of transmission. Each Revolving Lender shall make the amount of such Lender’s Pro Rata Share of such Revolving Credit Advance available to Agent in same day funds by wire transfer to Agent’s account as set forth in Annex H Section 1.1(e) not later than 3:00 p.m. (New York time) on the requested funding date, Funding Date in the case of an Index Rate Loan, Loans and not later than 11:00 a.m. (New York time) on the requested funding date, Funding Date in the case of a LIBOR Loan. After receipt of such wire transfers (or, in the Agent’s sole discretion, before receipt of such wire transfers), subject to the terms hereof, Agent shall make the requested Revolving Credit Advance to Borrower designated by Borrower Representative in the Notice of Revolving Credit AdvanceBorrower. All payments by each Revolving Lender shall be made without setoff, counterclaim or deduction of any kind. (ii) Not less than At least once during each calendar week or more frequently at Agent’s election (each, a “Settlement Date”), Agent shall advise each Lender by telephone, telephone or telecopy fax of the amount of such Lender’s Pro Rata Share of principal, interest and Fees paid for the benefit of Lenders with respect to each applicable Loan. Provided that each Lender has funded all payments or and Advances required to be made by it and has purchased all participations required to be purchased by it under this Agreement and the other Loan Documents as of such Settlement Date, Agent shall pay to each Lender such Lender’s Pro Rata Share of principal, interest and Fees paid by Borrowers Borrower since the previous Settlement Date for the benefit of such Lender on the Loans held by it. Such payments shall be made by wire transfer to such Lender’s account (as specified by such Lender in Annex E or the applicable Assignment Agreement) not later than 2:00 p.m. (New York time) on the next Business Day following each Settlement Date. To the extent that any Lender (a “Non-Funding Lender”) has failed to fund all such payments and Advances or failed to fund the purchase of all such participations, Agent shall be entitled to set off the funding short-fall against that Non-Funding Lender’s Pro Rata Share of all payments received from Borrowers. Such payments shall be made by wire transfer to such Lender’s account (as specified by such Lender in Annex H or the applicable Assignment Agreement) not later than 2:00 p.m. (New York time) on the next Business Day following each Settlement DateBorrower.

Advances; Payments. (i) Revolving Lenders shall refund or participate in the Swing Line Loan in accordance with clause clauses (iii) and (iv) of Section 1.1(c). If the Swing Line Lender declines to make a Swing Line Loan or if the Swing Line Availability is zeroCommitment has been fully utilized, Agent shall notify Revolving Lenders, promptly after receipt of a Notice of Revolving Credit Advance Borrowing and in any event prior to 1:00 p.m. noon (New York Chicago time) on the date such Notice of a Revolving Credit Advance is received, by telecopyfax, telephone or other similar form of transmission. Each Revolving Lender shall make the amount of such Lender’s 's Pro Rata Share of such Revolving Credit Advance available to Agent in same day funds by wire transfer to Agent’s 's account as set forth in Annex H Section 1.1(e) not later than 3:00 2:00 p.m. (New York Chicago time) on the requested funding date, Funding Date in the case of an Index Rate Loan, Loans and not later than 11:00 10:00 a.m. (New York Chicago time) on the requested funding date, Funding Date in the case of a LIBOR Loan. After receipt of such wire transfers (or, in the Agent’s 's sole discretion, before receipt of such wire transfers), subject to the terms hereof, Agent shall make the requested Revolving Credit Advance to Borrower Borrowers as designated by Borrower Representative in the Notice of Revolving Credit AdvanceBorrowing. All payments by each Revolving Lender shall be made without setoff, counterclaim or deduction of any kind. (ii) Not less than At least once during each calendar week or more frequently at Agent’s 's election (each, a “"Settlement Date”"), Agent shall advise each Lender by telephone, telephone or telecopy fax of the amount of such Lender’s 's Pro Rata Share of principal, interest and Fees paid for the benefit of Lenders with respect to each applicable Loan. Provided that each Lender has funded all payments or and Advances required to be made by it and has purchased all participations required to be purchased by it under this Agreement and the other Loan Documents as of such Settlement Date, Agent shall pay to each Lender such Lender’s 's Pro Rata Share of principal, interest and Fees paid by Borrowers since the previous Settlement Date for the benefit of such Lender on the Loans held by it; provided that Agent shall pay to each Lender such Lender's Pro Rata Share of principal payments with respect to the Term Loan within two (2) Business Days of Agent's receipt of such payments. Such payments shall be made by wire transfer to such Lender's account (as specified by such Lender on its signature page hereto or the applicable Assignment Agreement) not later than 1:00 p.m. (Chicago time) on the next Business Day following each Settlement Date. To the extent that any Lender (a “"Non-Funding Lender”") has failed to fund all such payments and Advances or failed to fund the purchase of all such participations, Agent shall be entitled to set off the funding short-fall shortfall against that Non-Funding Lender’s 's Pro Rata Share of all payments received from Borrowers. Such payments shall be made by wire transfer to such Lender’s account (as specified by such Lender in Annex H or the applicable Assignment Agreement) not later than 2:00 p.m. (New York time) on the next Business Day following each Settlement Date.

Advances; Payments. (i) Revolving Lenders shall refund or participate in the Swing Line Loan in accordance with clause clauses (iii) and (iv) of Section 1.1(c1.1(b). If the Swing Line Lender declines to make a Swing Line Loan or if Swing Line Availability is zero, Agent shall notify Revolving Lenders, promptly after receipt of a Notice of Revolving Credit Advance and in any event prior to 1:00 p.m. (New York Chicago time) on the date such Notice of Revolving Advance is received, by telecopy, telephone or other similar form of transmission. Each Revolving Lender shall make the amount of such Lender’s Pro Rata Share of such Revolving Credit Advance available to Agent in same day funds by wire transfer to Agent’s account as set forth in Annex H G not later than 3:00 2:00 p.m. (New York Chicago time) on the requested funding date, in the case of an Index Rate Loan, Loan and not later than 11:00 a.m. (New York Chicago time) on the requested funding date, date in the case of a LIBOR Loan. After receipt of such wire transfers (or, in the Agent’s sole discretion, before receipt of such wire transfers), subject to the terms hereof, Agent shall make the requested Revolving Credit Advance to the Borrower designated by Borrower Representative in the Notice of Revolving Credit Advance. All payments by each Revolving Lender shall be made without setoff, counterclaim or deduction of any kind. (ii) Not less than once during each calendar week or more frequently at Agent’s election (each, a “Settlement Date”), Agent shall advise each Lender by telephone, or telecopy of the amount of such Lender’s Pro Rata Share of principal, interest and Fees paid for the benefit of Lenders with respect to each applicable Loan. Provided that each Lender has funded all payments or and Advances required to be made by it and has purchased all participations required to be purchased by it under this Agreement and the other Loan Documents as of such Settlement Date, Agent shall pay to each Lender such Lender’s Pro Rata Share of principal, interest and Fees paid by Borrowers since the previous Settlement Date for the benefit of such Lender on the Loans held by it. To the extent that any Lender (a “Non-Funding Lender”) has failed to fund all such payments and Advances or failed to fund the purchase of all such participations, Agent shall be entitled to set off the funding short-fall against that Non-Funding Lender’s Pro Rata Share of all payments received from Borrowers. Such payments shall be made by wire transfer to such Lender’s account (as specified by such Lender in Annex H G or the applicable Assignment Agreement) not later than 2:00 1:00 p.m. (New York Chicago time) on the next Business Day following each Settlement Date).

Advances; Payments. (i) Revolving Lenders shall refund or participate in the Swing Line Loan in accordance with clause clauses (iii) and (iv) of Section 1.1(c1.1(d). If the Swing Line Lender declines to make a Swing Line Loan or if Swing Line Availability is zero, Agent shall notify Revolving Lenders, promptly after receipt of a Notice of Revolving Credit Advance and in any event prior to 1:00 p.m. (New York time) on the date such Notice of Revolving Advance is received, by telecopy, telephone or other similar form of transmission. Each Revolving Lender shall make the amount of such Lender’s Pro Rata Share of such Revolving Credit Advance available to Agent in same day funds by wire transfer to Agent’s account as set forth in Annex H not later than 3:00 p.m. (New York time) on the requested funding date, in the case of an Index Rate Loan, and not later than 11:00 a.m. 12:00 noon (New York time) on the requested funding date, in the case of a LIBOR Loan. After receipt of such wire transfers (or, in the Agent’s sole discretion, before receipt of such wire transfers), subject to the terms hereof, Agent shall make the requested Revolving Credit Advance to the Borrower designated by Borrower Representative in the Notice of Revolving Credit Advance. All payments by each Revolving Lender shall be made without setoff, counterclaim or deduction of any kind. (ii) Not less than once during each calendar week or more frequently at Agent’s election (each, a “Settlement Date”), Agent shall advise each Lender by telephone, or telecopy of the amount of such Lender’s Pro Rata Share of principal, interest and Fees paid for the benefit of Lenders with respect to each applicable Loan. Provided that each Lender has funded all payments or Advances required to be made by it and has purchased all participations required to be purchased by it under this Agreement and the other Loan Documents as of such Settlement Date, Agent shall pay to each Lender such Lender’s Pro Rata Share of principal, interest and Fees paid by Borrowers since the previous Settlement Date for the benefit of such Lender on the Loans held by it. To the extent that any Lender (a “Non-Funding Lender”) has failed to fund all such payments and Advances or failed to fund the purchase of all such participations, Agent shall be entitled to set off the funding short-fall against that Non-Funding Lender’s Pro Rata Share of all payments received from Borrowers. Such payments shall be made by wire transfer to such Lender’s account (as specified by such Lender in Annex H or the applicable Assignment Agreement) not later than 2:00 p.m. (New York time) on the next Business Day following each Settlement Date.

Advances; Payments. (i) Revolving Lenders shall refund or participate in the Swing Line Loan in accordance with clause (iii) of Section 1.1(c). If the Swing Line Lender declines to make a Swing Line Loan or if Swing Line Availability is zero, Agent shall notify Revolving Lenders, promptly after receipt of a Notice of Revolving Credit Advance Borrowing and in any event prior to 1:00 p.m. (New York time) on the date such Notice of Revolving Advance notice is received, by telecopy, telephone or other similar form of transmission. Each Revolving Lender shall make the amount of such Lender’s Pro Rata Share of such Revolving Credit Advance available to Agent in same day funds by wire transfer to Agent’s account as set forth in Annex H Schedule 11.10(a) not later than 3:00 2:00 p.m. (New York time) on the requested funding date, in the case of an Index Rate Loan, and not later than 11:00 a.m. (New York time) on the requested funding date, in the case of a LIBOR Loan. After receipt of such wire transfers (or, in the Agent’s sole discretion, before receipt of such wire transfers), subject to the terms hereof, Agent shall make the requested Revolving Credit Advance to Borrower designated by Borrower Representative in the Notice of Revolving Credit AdvanceBorrower. All payments by each Revolving Lender shall be made without setoff, counterclaim or deduction of any kind. In the event Agent makes any Advance available to Borrower after 2:00 p.m. (New York time) on the requested funding date, on behalf of any Lender who is unable to make the amount of such Lender’s Pro Rata Share of such Advance available to Agent in a timely manner in accordance with this Agreement, then the Lender or Lenders on whose behalf Agent makes such Advance shall repay the amount of such Advance to Agent (prior to any other repayment or reimbursement obligations arising under this Agreement) in full no later than the next Business Day on the terms set forth in this Agreement, regardless of the occurrence of any subsequent Default or Event of Default, and in such event Agent shall be entitled to retain for its account all interest accrued on such Advance until reimbursed by the applicable Lender. (ii) Not less than once during On the 2nd Business Day of each calendar week or more frequently at Agent’s election (each, a “Settlement Date”), Agent shall advise each Lender by telephone, or telecopy of the amount of such Lender’s Pro Rata Share of principal, interest and Fees paid for the benefit of Lenders with respect to each applicable Loan. Provided that each Lender has funded all payments or Advances required to be made by it and has purchased all participations required to be purchased by it under this Agreement and the other Loan Documents as of such Settlement Date, Agent shall pay to each Lender such Lender’s Pro Rata Share of principal, interest and Fees paid by Borrowers Borrower since the previous Settlement Date for the benefit of such Lender on the Loans Revolving Loan held by itit (promptly upon receipt by Agent of Borrower’s payments). To the extent that any Lender (a “Non-Funding Lender”) has failed to fund all such payments and Advances or failed to fund the purchase of all such participations, Agent shall be entitled to set off the funding short-fall shortfall against that Non-Funding Lender’s Pro Rata Share of all payments received from BorrowersBorrower. Such payments shall be made by wire transfer to such Lender’s account (as specified by such Lender in Annex H Schedule 11.9(a) or the applicable Assignment Agreement) not later than 2:00 p.m. (New York time) on the next Business Day following each Settlement Date.

Advances; Payments. (i) Revolving Lenders shall refund or participate in the Swing Line Loan in accordance with clause clauses (iii) and (iv) of Section 1.1(c1.1(b). If the applicable Swing Line Lender declines to make a Swing Line Loan or if Swing Line Availability is zero, the Applicable Agent shall notify Revolving Lenders, promptly after receipt of a Notice of Revolving Credit Advance and in any event prior to 1:00 p.m. (New York time) on the date such Notice of Revolving Advance is received, by telecopy, telephone or other similar form of transmission. Each Revolving Lender shall make the amount of such Lender’s Pro Rata Share of such Revolving Credit Advance available to the Applicable Agent in same day funds by wire transfer to the Applicable Agent’s account as set forth in Annex H not later than 3:00 p.m. (New York time) on the requested funding date, in the case of an Index Rate Loan, Loan and not later than 11:00 a.m. (New York time) on the requested funding date, date in the case of a LIBOR Loan. After receipt of such wire transfers (or, in the Applicable Agent’s sole discretion, before receipt of such wire transfers), subject to the terms hereof, the Applicable Agent shall make the requested Revolving Credit Advance to the Borrower designated by Borrower Representative in the Notice of Revolving Credit Advance. All payments by each Revolving Lender shall be made without setoff, counterclaim or deduction of any kind. (ii) Not less than once during On the 2nd Business Day of each calendar two-week period or more frequently at the Applicable Agent’s election (each, a “Settlement Date”), such Agent shall advise each Lender by telephone, or telecopy of the amount of such Lender’s Pro Rata Share of principal, ,interest and Fees paid for the benefit of Lenders with respect to each applicable Loan. Provided that each Lender has funded all payments or and Advances required to be made by it and has purchased all participations required to be purchased by it under this Agreement and the other Loan Documents as of such Settlement Date, each Applicable Agent shall pay to each Lender such Lender’s Pro Rata Share of principal, interest and Fees paid by Borrowers since the previous Settlement Date for the benefit of such Lender on the Loans held by it. To the extent that any Lender (a “Non-Funding Lender”) has failed to fund all such payments and Advances or failed to fund the purchase of all such participations, each Applicable Agent shall be entitled to set off the funding short-fall against that Non-Funding Lender’s Pro Rata Share of all payments received from Borrowers. Such payments shall be made by wire transfer to such Lender’s account (as specified by such Lender in Annex H or the applicable Assignment Agreement) not later than 2:00 p.m. (New York time) on the next Business Day following each Settlement Date.

Advances; Payments. (i) Revolving Lenders shall refund or participate in the Swing Line Loan in accordance with clause (iii) of Section 1.1(c). If the Swing Line Lender declines to make a Swing Line Loan or if Swing Line Availability is zero, Agent shall notify Revolving Lenders, promptly after receipt of a Notice of Revolving Credit Advance and in any event prior to 1:00 p.m. (New York time) on the date such Notice of Revolving Advance is received, by telecopy, telephone or other similar form of transmission. Each Revolving Lender shall make the amount of such Lender’s Pro Rata Share of such Revolving Credit Advance available to Agent in same day funds by wire transfer to Agent’s account as set forth in Annex H G not later than 3:00 p.m. (New York time) on the requested funding date, in the case of an Index Rate Loan, and not later than 11:00 a.m. (New York time) on the requested funding date, in the case of a LIBOR Loan. After receipt of such wire transfers (or, in the Agent’s sole discretion, before receipt of such wire transfers), subject to the terms hereof, Agent shall make the requested Revolving Credit Advance to Borrower designated by Borrower Representative in the Notice of Revolving Credit AdvanceBorrowers. All payments by each Revolving Lender shall be made without setoff, counterclaim or deduction of any kind. (ii) Not less than once during Once each calendar week or more frequently at Agent’s election (each, a “Settlement Date”), Agent shall advise each Lender by telephone, or telecopy of the amount of such Lender’s Pro Rata Share of principal, interest and Fees paid for the benefit of Lenders with respect to each applicable Loan. Provided that each Lender has funded all payments or Advances required to be made by it and has purchased all participations required to be purchased by it under this Agreement and the other Loan Documents as of such Settlement Date, Agent shall pay to each Lender such Lender’s Pro Rata Share of principal, interest and Fees paid by Borrowers since the previous Settlement Date for the benefit of such Lender on the Loans held by it. To the extent that any Lender (a “Non-Funding Lender”) has failed to fund all such payments and Advances or Advances, failed to fund the purchase of all such participationsparticipations or failed to fund all or any portion of its Pro Rata Share of the Delayed Draw Term Loan in accordance with Section 1.1(b)(i), Agent shall be entitled to set off the funding short-fall against that Non-Funding Lender’s Pro Rata Share of all payments received from Borrowers. Such payments shall be made by wire transfer to such Lender’s account (as specified by such Lender in Annex H G or the applicable Assignment Agreement) not later than 2:00 p.m. (New York time) on the next Business Day following each Settlement Date.

Advances; Payments. (i) Revolving Lenders shall refund or participate in the Swing Line Loan in accordance with clause clauses (iii) and (iv) of Section 1.1(c). If the Swing Line Lender declines to make a Swing Line Loan or if Swing Line Availability is zero, Agent shall notify Revolving Lenders, promptly after receipt of a Notice of Revolving Credit Advance and in any event prior to 1:00 p.m. (New York time) on the date such Notice of Revolving Advance is received, by telecopy, telephone or other similar form of transmission. Each Revolving Lender shall make the amount of such Lender’s Pro Rata Share of such Revolving Credit Advance available to Agent in same day funds by wire transfer to Agent’s account as set forth in Annex H not later than 3:00 p.m. (New York time) on the requested funding date, in the case of an Index Rate Loan, and not later than 11:00 a.m. noon (New York time) on the requested funding date, in the case of a LIBOR Loan. After receipt of such wire transfers (or, in Agent’s sole discretion, before receipt of such wire transfers), subject to the terms hereof, Agent shall make the requested Revolving LEGAL_US_E # 82813718.8 Credit Advance to Borrower designated by Borrower Representative in the Notice of Revolving Credit Advance. All payments by each Revolving Lender shall be made without setoff, counterclaim or deduction of any kind. (ii) Not less than once during each calendar week or more frequently at Agent’s election (each, a “Settlement Date”), Agent shall advise each Lender by telephone, or telecopy of the amount of such Lender’s Pro Rata Share of principal, interest and Fees paid for the benefit of Lenders with respect to each applicable Loan. Provided that each Lender has funded all payments or Advances required to be made by it and has purchased all participations required to be purchased by it under this Agreement and the other Loan Documents as of such Settlement Date, Agent shall pay to each Lender such Lender’s Pro Rata Share of principal, interest and Fees paid by Borrowers since the previous Settlement Date for the benefit of such Lender on the Loans held by it. To the extent that any Lender (a “Non-Funding Lender”) has failed to fund all such payments and Advances or failed to fund the purchase of all such participations, Agent shall be entitled to set off the funding short-fall against that Non-Funding Lender’s Pro Rata Share of all payments received from Borrowers. Such payments shall be made by wire transfer to such Lender’s account (as specified by such Lender in Annex H or the applicable Assignment Agreement) not later than 2:00 p.m. (New York time) on the next Business Day following each Settlement Date.