Common use of Advances; Payments Clause in Contracts

Advances; Payments. (A) The Administrative Agent shall, promptly after receipt of a Borrowing Request delivered in accordance with Section 2.03(a) and in any event prior to 2:00 p.m. (New York time) on the date such Borrowing Request is deemed received, by telecopy, telephone or other similar form of communication notify the Swing Line Lender or the Lenders, as applicable, of its receipt of a Borrowing Request relating to a request for Swing Line Advances or Revolving Credit Advances, as applicable, and (B) the Swing Line Lender or the Lenders, as applicable, shall make the amount of such Swing Line Advance available to the Administrative Agent in same day funds by wire transfer to the Administrative Agent’s account as set forth in Annex W not later than 3:00 p.m. (New York time) on the requested Advance Date. After receipt of such wire transfers (or, in the Administrative Agent’s sole discretion in accordance with Section 2.03(c), before receipt of such wire transfers), subject to the terms hereof (including, without limitation, the satisfaction of the conditions precedent set forth in Section 3.02), the Administrative Agent shall make available to the account designated by the Borrower on the Advance Date therefor, the lesser of (x) the amount of the requested Borrowing and (y) the Funding Availability. All payments by each Lender under this Section 2.03(b)(i) shall be made without setoff, counterclaim or deduction of any kind. (ii) On each Settlement Date, the Administrative Agent will advise each Lender (other than the Swing Line Lender) by telephone or telecopy of the amount of such Lender’s Pro Rata Share of principal, interest and Fees (to the extent payable to all Lenders) paid for the benefit of Lenders with respect to each Advance. Provided that such Lender has made all payments required to be made by it and purchased all participations required to be purchased by it under this Agreement and the other Transaction Documents as of such Settlement Date, the Administrative Agent will pay to each Lender such Lender’s Pro Rata Share of principal, interest and Fees (to the extent payable to all Lenders) with respect to each applicable Advance, paid by the Borrower since the previous Settlement Date for the benefit of that Lender. Such payments shall be made by wire transfer to such Lender’s account (as specified by such Lender in Annex W or the applicable Assignment Agreement) not later than 3:00 p.m. (New York time) on each Settlement Date. (iii) On each Settlement Date, the Administrative Agent will advise the Swing Line Lender of the amount of principal, interest and Fees paid for the benefit of the Swing Line Lender with respect to the Swing Line Loan. The Administrative Agent will pay to the Swing Line Lender the amount of principal, interest and Fees paid by the Borrower since the previous Settlement Date for the benefit of the Swing Line Lender. Such payments shall be made by wire transfer or by book balance to the Swing Line Lender’s account (as specified by the Swing Line Lender in Annex W or the applicable Assignment Agreement) not later than 3:00 p.m. (New York time) on each Settlement Date.

Advances; Payments. (Ai) The Administrative Lenders shall refund or participate in the Swing Line Loan in accordance with 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 shallshall notify Lenders, promptly after receipt of a Borrowing Request delivered in accordance with Section 2.03(a) Notice of Revolving Credit Advance and in any event prior to 2:00 1:00 p.m. (New York time) on the date such Borrowing Request Notice of Revolving Advance is deemed received, by telecopy, telephone (promptly confirmed thereafter by telecopy or other form of written transmission) or other similar form of communication notify the Swing Line written transmission. Each Lender or the Lenders, as applicable, of its receipt of a Borrowing Request relating to a request for Swing Line Advances or Revolving Credit Advances, as applicable, and (B) the Swing Line Lender or the Lenders, as applicable, shall make the amount of such Swing Line Lender's Pro Rata Share of such Revolving Credit Advance available to the Administrative Agent in same day funds by wire transfer to the Administrative Agent’s 's account as set forth in Annex W H not later than 3:00 p.m. (New York time) on the requested Advance Datefunding 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 in accordance with Section 2.03(c)discretion, before receipt of such wire transfers), subject to the terms hereof (includinghereof, without limitation, the satisfaction of the conditions precedent set forth in Section 3.02), the Administrative Agent shall make available to the account designated by the Borrower on the Advance Date therefor, the lesser of (x) the amount of the requested Borrowing and (y) the Funding AvailabilityRevolving Credit Advance to Borrower. All payments by each Lender under this Section 2.03(b)(i) shall be made without setoff, counterclaim or deduction of any kind. (ii) On the 2nd Business Day of each calendar week or more frequently at Agent's election (each, a "Settlement Date"), the Administrative Agent will shall advise each Lender (other than the Swing Line Lender) by telephone (promptly confirmed thereafter by telecopy or other form of written transmission), or telecopy of the amount of such Lender’s 's Pro Rata Share of principal, interest and Fees (to the extent payable to all Lenders) paid for the benefit of Lenders with respect to each Advanceapplicable Loan. Provided that such each Lender has made 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 Transaction Loan Documents as of such Settlement Date, the Administrative Agent will shall pay to each Lender such Lender’s 's Pro Rata Share of principal, interest and Fees (to the extent payable to all Lenders) with respect to each applicable Advance, paid by the 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 Borrower. Such payments shall be made by wire transfer to such Lender’s 's account (as specified by such Lender in Annex W H or the applicable Assignment Agreement) not later than 3:00 1:00 p.m. (New York Chicago time) on the next Business Day following each Settlement Date. (iii) On each Settlement Date, the Administrative Agent will advise the Swing Line Lender of the amount of principal, interest and Fees paid for the benefit of the Swing Line Lender with respect to the Swing Line Loan. The Administrative Agent will pay to the Swing Line Lender the amount of principal, interest and Fees paid by the Borrower since the previous Settlement Date for the benefit of the Swing Line Lender. Such payments shall be made by wire transfer or by book balance to the Swing Line Lender’s account (as specified by the Swing Line Lender in Annex W or the applicable Assignment Agreement) not later than 3:00 p.m. (New York time) on each Settlement Date.

Advances; Payments. (Ai) The Administrative Lenders shall refund or participate in the Swing Line Loan in accordance with clause (iii) of Section 2.1(b). If Swing Line Lender declines to make a Swing Line Loan or if Swing Line Availability is zero, Agent shallshall notify Lenders, promptly after receipt of a Borrowing Request delivered in accordance with Section 2.03(a) Notice of Revolving Credit Advance and in any event prior to 2:00 1:00 p.m. (New York time) on the date such Borrowing Request Notice of Revolving Credit Advance is deemed received, by telecopyfax, telephone or other similar form of communication notify the Swing Line transmission. Each Lender or the Lenders, as applicable, of its receipt of a Borrowing Request relating to a request for Swing Line Advances or Revolving Credit Advances, as applicable, and (B) the Swing Line Lender or the Lenders, as applicable, shall make the amount of such Swing Line Lender’s Pro Rata Share of such Revolving Credit Advance available to the Administrative Agent in same day funds by wire transfer to the Administrative Agent’s account as set forth in Annex W B not later than 3:00 p.m. (New York time) on the requested Advance Datefunding date, in the case of 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 Loan. After receipt of such wire transfers (or, in the Administrative Agent’s sole discretion in accordance with Section 2.03(c)discretion, before receipt of such wire transfers), subject to the terms hereof (includinghereof, without limitation, the satisfaction of the conditions precedent set forth in Section 3.02), the Administrative Agent shall make available the requested Revolving Credit Advance to the account Borrower designated by Borrower Representative in the Borrower on the Advance Date therefor, the lesser Notice of (x) the amount of the requested Borrowing and (y) the Funding AvailabilityRevolving Credit Advance. All payments by each Lender under this Section 2.03(b)(i) shall be made without setoff, counterclaim or deduction of any kind. (ii) On Not less than once during each calendar week or more frequently at Agent’s election (each, a “Settlement Date”), the Administrative Agent will shall advise each Lender (other than the Swing Line Lender) by telephone (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 (to the extent payable to all Lenders) paid for the benefit of Lenders with respect to each Advanceapplicable Loan. Provided that such each Lender has made 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 Transaction Loan Documents as of such Settlement Date, the Administrative Agent will shall pay to each Lender such Lender’s Pro Rata Share of principal, interest and Fees (to the extent payable to all Lenders) with respect to each applicable Advance, paid by the Borrower Borrowers since the previous Settlement Date for the benefit of such Lender on the Loans held by it. Agent shall be entitled to set off the funding short-fall against any Non-Funding Lender’s Pro Rata Share of all payments received from 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 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 Lenderare 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 W or the applicable Assignment Agreementto Agent) not later than 3:00 2:00 p.m. (New York time) on the next Business Day following each Settlement Date. (iii) On each Settlement Date, the Administrative Agent will advise the Swing Line Lender of the amount of principal, interest and Fees paid for the benefit of the Swing Line Lender with respect to the Swing Line Loan. The Administrative Agent will pay to the Swing Line Lender the amount of principal, interest and Fees paid by the Borrower since the previous Settlement Date for the benefit of the Swing Line Lender. Such payments shall be made by wire transfer or by book balance to the Swing Line Lender’s account (as specified by the Swing Line Lender in Annex W or the applicable Assignment Agreement) not later than 3:00 p.m. (New York time) on each Settlement Date.

Advances; Payments. (Ai) The Administrative Agent shall, promptly after receipt of a Borrowing Request delivered in accordance with Section 2.03(a) and in any event prior to 2:00 p.m. (New York time) on the date such Borrowing Request is deemed received, by telecopy, telephone or other similar form of communication notify the Swing Line Each Revolving Lender or the Lenders, as applicable, of its receipt of a Borrowing Request relating to a request for Swing Line Advances or Revolving Credit Advances, as applicable, and (B) the Swing Line Lender or the Lenders, as applicable, shall make the amount of such Swing Line Lender’s Pro Rata Share of such Revolving Credit Advance available to the Administrative Agent in same day funds by wire transfer to the Administrative Agent’s account as set forth in Annex W Section 2.1(e) not later than 3:00 2:00 p.m. (New York Chicago time) on the requested Advance DateFunding Date in the case of an Index Rate Loans and not later than 10:00 a.m. (Chicago 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 sole discretion in accordance with Section 2.03(c)discretion, before receipt of such wire transfers), subject to the terms hereof (includinghereof, without limitation, the satisfaction of the conditions precedent set forth in Section 3.02), the Administrative Agent shall make available the requested Revolving Credit Advance to the account Borrower as designated by Borrower in the Borrower on the Advance Date therefor, the lesser Notice of (x) the amount of the requested Borrowing and (y) the Funding AvailabilityRevolving Credit Advance. All payments by each Revolving Lender under this Section 2.03(b)(i) shall be made without setoff, counterclaim or deduction of any kind. (ii) On At least once each calendar week or more frequently at Agent’s election (each, a “Settlement Date”), the Administrative Agent will shall advise each Lender (other than the Swing Line Lender) by telephone or telecopy fax of the amount of such Lender’s Pro Rata Share of principal, interest and Fees (to the extent payable to all Lenders) paid for the benefit of Lenders with respect to each Advanceapplicable Loan. Provided that such each Lender has made funded all payments and Advances required to be made by it and purchased funded all purchases of participations required to be purchased funded by it under this Agreement and the other Transaction Loan Documents as of such Settlement Date, the Administrative Agent will shall pay to each Lender such Lender’s Pro Rata Share of principal, interest and Fees (to the extent payable to all Lenders) with respect to each applicable Advance, paid by the Borrower since the previous Settlement Date for the benefit of that Lendersuch 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 W D or the applicable Assignment Agreement) not later than 3:00 1:00 p.m. (New York Chicago time) on the next Business Day following each Settlement Date. . To the extent that any Lender (iiia “Non-Funding Lender”) On each Settlement Datehas failed to fund all such payments and Advances or failed to fund the purchase of all such participations required to be funded by such Lender pursuant to this Agreement, the Administrative Agent will advise the Swing Line Lender of the amount of principal, interest and Fees paid for the benefit of the Swing Line Lender with respect to the Swing Line Loan. The Administrative Agent will pay to the Swing Line Lender the amount of principal, interest and Fees paid by the Borrower since the previous Settlement Date for the benefit of the Swing Line Lender. Such payments shall be made by wire transfer or by book balance entitled to set off the Swing Line funding shortfall against that Non-Funding Lender’s account (as specified by the Swing Line Lender in Annex W or the applicable Assignment Agreement) not later than 3:00 p.m. (New York time) on each Settlement DatePro Rata Share of all payments received from Borrower.

Advances; Payments. (Ai) The Administrative Agent shall, promptly after receipt of a Borrowing Request delivered in accordance with Section 2.03(a) and in any event prior to 2:00 p.m. (New York time) on the date such Borrowing Request is deemed received, by telecopy, telephone or other similar form of communication notify the Swing Line Each Lender or the Lenders, as applicable, of its receipt of a Borrowing Request relating to a request for Swing Line Advances or Revolving Credit Advances, as applicable, and (B) the Swing Line Lender or the Lenders, as applicable, shall make the amount of such Swing Line Lender's Commitment Percentage of each Revolving Credit Advance available to the Administrative Agent in same day funds by wire transfer to the Administrative Agent’s 's account as set forth in Annex W D not later than 3:00 3:30 p.m. (New York Atlanta time) on the requested funding date, in the case of an Index Rate Advance Dateand not later than 11:00 a.m. (Atlanta time) on the requested funding date in the case of a LIBOR Advance. After receipt of such wire transfers (or, in the Administrative Agent’s 's sole discretion in accordance with Section 2.03(c)discretion, before receipt of such wire transfers), subject to the terms hereof (includinghereof, without limitation, the satisfaction of the conditions precedent set forth in Section 3.02), the Administrative Agent shall make available the requested Revolving Credit Advance to the account designated by the Borrower on the Advance Date therefor, the lesser of (x) the amount of the requested Borrowing and (y) the Funding AvailabilityBorrower. All payments by each Lender under this Section 2.03(b)(i) shall be made without setoff, counterclaim or deduction of any kind. (ii) On the second (2nd) Business Day of each calendar week or more frequently as aggregate cumulative payments in excess of $2,000,000 are received with respect to the Loans (each, a "Settlement Date"), the Administrative Agent will advise each Lender (other than the Swing Line Lender) by telephone telephone, or telecopy of the amount of such Lender’s Pro Rata Share 's Commitment Percentage of principal, interest and Fees (to the extent payable to all Lenders) paid for the benefit of Lenders with respect to each Advanceapplicable Loan. Provided that such Lender has made all payments required to be made by it and has purchased all participations required to be purchased by it under this Agreement and the other Transaction Loan Documents as of such Settlement Date, the Administrative Agent will pay to each Lender such Lender’s Pro Rata Share 's Commitment Percentage of principal, interest and Fees (to the extent payable to all Lenders) with respect to each applicable Advance, paid by the Borrower Borrowers since the previous Settlement Date for the benefit of that LenderLender on the Loans held by it. Such payments shall be made by wire transfer to such Lender’s 's account (as specified by such Lender in Annex W or the applicable Assignment Agreement) not later than 3:00 2:00 p.m. (New York Atlanta time) on the next Business Day following each Settlement Date. (iii) On each Settlement Date, the Administrative Agent will advise the Swing Line Lender of the amount of principal, interest and Fees paid for the benefit of the Swing Line Lender with respect to the Swing Line Loan. The Administrative Agent will pay to the Swing Line Lender the amount of principal, interest and Fees paid by the Borrower since the previous Settlement Date for the benefit of the Swing Line Lender. Such payments shall be made by wire transfer or by book balance to the Swing Line Lender’s account (as specified by the Swing Line Lender in Annex W or the applicable Assignment Agreement) not later than 3:00 p.m. (New York time) on each Settlement Date.

Advances; Payments. (Ai) The Administrative Revolving Lenders shall refund or participate in the Swing Line Loan in accordance with clauses (iii) and (iv) of Section 1.1(b). If the Swing Line Lender declines to make a Swing Line Loan or if Swing Line Availability is zero, Agent shallshall notify Revolving Lenders, promptly after receipt of a Borrowing Request delivered in accordance with Section 2.03(a) Notice of Revolving Advance and in any event prior to 2:00 1:00 p.m. (New York Chicago time) on the date such Borrowing Request Notice of Revolving Advance is deemed received, by telecopy, telephone or other similar form of communication notify the Swing Line transmission. Each Revolving Lender or the Lenders, as applicable, of its receipt of a Borrowing Request relating to a request for Swing Line Advances or Revolving Credit Advances, as applicable, and (B) the Swing Line Lender or the Lenders, as applicable, shall make the amount of such Swing Line Lender’s Pro Rata Share of such Revolving Credit Advance available to the Administrative Agent in same day funds by wire transfer to the Administrative Agent’s account as set forth in Annex W H not later than 3:00 p.m. (New York Chicago time) on the requested Advance Datefunding date, in the case of an Index Rate Loan and not later than 11:00 a.m. (Chicago 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 sole discretion in accordance with Section 2.03(c)discretion, before receipt of such wire transfers), subject to the terms hereof (includinghereof, without limitation, the satisfaction of the conditions precedent set forth in Section 3.02), the Administrative Agent shall make available to the account designated by the Borrower on the Advance Date therefor, the lesser of (x) the amount of the requested Borrowing and (y) the Funding AvailabilityRevolving Credit Advance to Borrower. All payments by each Revolving Lender under this Section 2.03(b)(i) shall be made without setoff, counterclaim or deduction of any kind. (ii) On the 2nd Business Day of each calendar week or more frequently at Agent’s election (each, a “Settlement Date”), the Administrative Agent will shall advise each Lender (other than the Swing Line Lender) by telephone telephone, or telecopy of the amount of such Lender’s Pro Rata Share of principal, interest and Fees (to the extent payable to all Lenders) paid for the benefit of Lenders with respect to each Advanceapplicable Loan. Provided that such each Lender has made funded all payments and Advances required to be made by it and purchased all participations required to be purchased by it under this Agreement and the other Transaction Loan Documents as of such Settlement Date, the Administrative Agent will shall pay to each Lender such Lender’s Pro Rata Share of principal, interest and Fees (to the extent payable to all Lenders) with respect to each applicable Advance, paid by the 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 Borrower. Such payments shall be made by wire transfer to such Lender’s account (as specified by such Lender in Annex W H or the applicable Assignment Agreement) not later than 3:00 1:00 p.m. (New York Chicago time) on the next Business Day following each Settlement Date. (iii) On each Settlement Date, the Administrative Agent will advise the Swing Line Lender of the amount of principal, interest and Fees paid for the benefit of the Swing Line Lender with respect to the Swing Line Loan. The Administrative Agent will pay to the Swing Line Lender the amount of principal, interest and Fees paid by the Borrower since the previous Settlement Date for the benefit of the Swing Line Lender. Such payments shall be made by wire transfer or by book balance to the Swing Line Lender’s account (as specified by the Swing Line Lender in Annex W or the applicable Assignment Agreement) not later than 3:00 p.m. (New York time) on each Settlement Date.

Advances; Payments. (Ai) The Administrative Revolving Lenders shall refund or participate in the Swing Line Loans in accordance with clauses (iii) and (iv) of Sections 1.1(f) and (g). If such Swing Line Lender declines to make a Swing Line Loan or if Swing Line Availability is zero, Agent shallshall notify Revolving Lenders, promptly after receipt of a Borrowing Request delivered in accordance with Section 2.03(a) Notice of Revolving Credit Advance and in any event prior to 2:00 1:00 p.m. (New York time) on the date such Borrowing Request Notice of Revolving Credit Advance is deemed received, by telecopyelectronic mail, telephone or other similar form of communication notify the Swing Line transmission. Each Revolving Lender or the Lenders, as applicable, of its receipt of a Borrowing Request relating to a request for Swing Line Advances or Revolving Credit Advances, as applicable, and (B) the Swing Line Lender or the Lenders, as applicable, shall make the amount of such Swing Line Lender's Pro Rata Share of such Revolving Credit Advance available to the Administrative Agent in same day funds by wire transfer to the Administrative Agent’s 's applicable account as set forth provided to such Revolving Lender in Annex W writing by Agent from time to time not later than 3:00 p.m. (New York time) on the requested Advance Datefunding date, in the case of a Canadian Prime Rate Loan, a BA Rate Loan or a US Base Rate Loan and not later than 10:00 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 in accordance with Section 2.03(c)discretion, before receipt of such wire transfers), subject to the terms hereof (includinghereof, without limitation, the satisfaction of the conditions precedent set forth in Section 3.02), the Administrative Agent shall make available the requested Revolving Credit Advance to the account designated by the Borrower on the Advance Date therefor, the lesser of (x) the amount of the requested Borrowing and (y) the Funding Availabilityapplicable Borrower. All payments by each Revolving Lender under this Section 2.03(b)(i) shall be made without setoff, counterclaim or deduction of any kind. (ii) On Not less than once during each calendar week or more frequently at Agent's election (each, a "Settlement Date"), the Administrative Agent will shall advise each Lender (other than the Swing Line Lender) by telephone telephone, or telecopy electronic mail of the amount of such Lender’s 's Pro Rata Share of principal, interest and Fees (to the extent payable to all Lenders) paid for the benefit of Lenders with respect to each Advanceapplicable Loan. Provided that such each Lender has made funded all payments and Advances required to be made by it and purchased all participations required to be purchased by it under this Agreement and the other Transaction Loan Documents as of such Settlement Date, the Administrative Agent will shall pay to each Lender such Lender’s 's Pro Rata Share of principal, interest and Fees (to the extent payable to all Lenders) with respect to each applicable Advance, paid by the 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 Pro Rata Share of all payments received from such Borrower. Such payments shall be made by wire transfer to such Lender’s 's account (as specified by such Lender to Agent in Annex W writing from time to time or the applicable Assignment Agreement) not later than 3:00 2:00 p.m. (New York time) on the next Business Day following each Settlement Date. (iii) On each Settlement Date, the Administrative Agent will advise the Swing Line Lender of the amount of principal, interest and Fees paid for the benefit of the Swing Line Lender with respect to the Swing Line Loan. The Administrative Agent will pay to the Swing Line Lender the amount of principal, interest and Fees paid by the Borrower since the previous Settlement Date for the benefit of the Swing Line Lender. Such payments shall be made by wire transfer or by book balance to the Swing Line Lender’s account (as specified by the Swing Line Lender in Annex W or the applicable Assignment Agreement) not later than 3:00 p.m. (New York time) on each Settlement Date.

Advances; Payments. (Ai) The Administrative Lenders with Revolving Loan Commitments shall refund or participate in the Swing Line Loan in accordance with 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 shallshall notify Lenders with Revolving Loan Commitments, promptly after receipt of a Borrowing Request delivered in accordance with Section 2.03(a) Notice of Revolving Credit Advance and in any event prior to 2:00 p.m. (New York time) on the date such Borrowing Request Notice of Revolving Advance is deemed received, by telecopy, telephone or other similar form of communication notify the Swing Line transmission. Each Lender or the Lenders, as applicable, of its receipt of a Borrowing Request relating to a request for Swing Line Advances or with Revolving Credit Advances, as applicable, and (B) the Swing Line Lender or the Lenders, as applicable, Loan Commitments shall make the amount of such Swing Line Lender’s Pro Rata Share of such Revolving Credit Advance available to the Administrative Agent in same day funds by wire transfer to the Administrative Agent’s account as set forth in Annex W H not later than 3:00 p.m. (New York time) on the requested Advance Datefunding date, in the case of an Index Rate Loan, and not later than 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 Administrative Agent’s sole discretion in accordance with Section 2.03(c)discretion, before receipt of such wire transfers), subject to the terms hereof (includinghereof, without limitation, the satisfaction of the conditions precedent set forth in Section 3.02), the Administrative Agent shall make available the requested Revolving Credit Advance to the account Borrower designated by Borrower Representative in the Borrower on the Advance Date therefor, the lesser Notice of (x) the amount of the requested Borrowing and (y) the Funding AvailabilityRevolving Credit Advance. All payments by each Lender under this Section 2.03(b)(i) shall be made without setoff, counterclaim or deduction of any kind. (ii) On the 2nd Business Day of each calendar week or more frequently at Agent’s election (each, a “Settlement Date”), the Administrative Agent will shall advise each Lender (other than the Swing Line Lender) by telephone telephone, or telecopy of the amount of such Lender’s Pro Rata Share of principal, interest and Fees (to the extent payable to all Lenders) paid for the benefit of Lenders with respect to each AdvanceLenders. Provided that such each Lender has made 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 Transaction Loan Documents as of such Settlement Date, the Administrative Agent will shall pay to each Lender such Lender’s Pro Rata Share of principal, interest and Fees (to the extent payable to all Lenders) with respect to each applicable Advance, paid by the Borrower Borrowers since the previous Settlement Date for the benefit of such Lender on the Loans held by it. Agent shall be entitled to set off the funding short-fall against any Non-Funding Lender’s Pro Rata Share of all payments received from 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 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 Lenderare Index Rate Loans. Such payments shall be made by wire transfer to such Lender’s account (as specified by such Lender in Annex W H or the applicable Assignment Agreement) not later than 3:00 2:00 p.m. (New York time) on the next Business Day following each Settlement Date. (iii) On each Settlement Date, the Administrative Agent will advise the Swing Line Lender of the amount of principal, interest and Fees paid for the benefit of the Swing Line Lender with respect to the Swing Line Loan. The Administrative Agent will pay to the Swing Line Lender the amount of principal, interest and Fees paid by the Borrower since the previous Settlement Date for the benefit of the Swing Line Lender. Such payments shall be made by wire transfer or by book balance to the Swing Line Lender’s account (as specified by the Swing Line Lender in Annex W or the applicable Assignment Agreement) not later than 3:00 p.m. (New York time) on each Settlement Date.

Advances; Payments. (Ai) The Administrative Lenders shall refund or participate in the Swing Line Loan in accordance with clause (iii) of Section 2.1(b). If Swing Line Lender declines to make a Swing Line Loan or if Swing Line Availability is zero, Agent shallshall notify Lenders, promptly after receipt of a Borrowing Request delivered in accordance with Section 2.03(a) Notice of Revolving Credit Advance and in any event prior to 2:00 1:00 p.m. (New York time) on the date such Borrowing Request Notice of Revolving Credit Advance is deemed received, by telecopyfax, telephone or other similar form of communication notify the Swing Line transmission. Each Lender or the Lenders, as applicable, of its receipt of a Borrowing Request relating to a request for Swing Line Advances or Revolving Credit Advances, as applicable, and (B) the Swing Line Lender or the Lenders, as applicable, shall make the amount of such Swing Line Lender’s Pro Rata Share of such Revolving Credit Advance available to the Administrative Agent in same day funds by wire transfer to the Administrative Agent’s account as set forth in Annex W B not later than 3:00 p.m. (New York time) on the requested Advance Datefunding date, in the case of 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 Loan. After receipt of such wire transfers (or, in the Administrative Agent’s sole discretion in accordance with Section 2.03(c)discretion, before receipt of such wire transfers), subject to the terms hereof (includinghereof, without limitation, the satisfaction of the conditions precedent set forth in Section 3.02), the Administrative Agent shall make available the requested Revolving Credit Advance to the account applicable Borrower designated by Borrower Representative in the Borrower on the Advance Date therefor, the lesser Notice of (x) the amount of the requested Borrowing and (y) the Funding AvailabilityRevolving Credit Advance. All payments by each Lender under this Section 2.03(b)(i) shall be made without setoff, counterclaim or deduction of any kind. (ii) On Not less than once during each calendar week or more frequently at Agent’s election (each, a “Settlement Date”), the Administrative Agent will shall advise each Lender (other than the Swing Line Lender) by telephone (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 (to the extent payable to all Lenders) paid for the benefit of Lenders with respect to each Advanceapplicable Loan. Provided that such each Lender has made 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 Transaction Loan Documents as of such Settlement Date, the Administrative Agent will shall pay to each Lender such Lender’s Pro Rata Share of principal, interest and Fees (to the extent payable to all Lenders) with respect to each applicable Advance, paid by the Borrower Borrowers since the previous Settlement Date for the benefit of such Lender on the Loans held by it. Agent shall be entitled to set off the funding short-fall against any Non-Funding Lender’s Pro Rata Share of all payments received from 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 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 Lenderare 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 W or the applicable Assignment Agreementto Agent) not later than 3:00 2:00 p.m. (New York time) on the next Business Day following each Settlement Date. (iii) On each Settlement Date, the Administrative Agent will advise the Swing Line Lender of the amount of principal, interest and Fees paid for the benefit of the Swing Line Lender with respect to the Swing Line Loan. The Administrative Agent will pay to the Swing Line Lender the amount of principal, interest and Fees paid by the Borrower since the previous Settlement Date for the benefit of the Swing Line Lender. Such payments shall be made by wire transfer or by book balance to the Swing Line Lender’s account (as specified by the Swing Line Lender in Annex W or the applicable Assignment Agreement) not later than 3:00 p.m. (New York time) on each Settlement Date.

Advances; Payments. (Ai) The Administrative Agent shallshall notify Revolving Lenders, promptly after receipt of a Borrowing Request delivered in accordance with Section 2.03(a) Notice of Revolving Credit Advance and in any event prior to 2:00 1:00 p.m. (New York time) on the date such Borrowing Request Notice of a Revolving Credit Advance is deemed received, by telecopyfax, telephone or other similar form of communication notify the Swing Line transmission. Each Revolving Lender or the Lenders, as applicable, of its receipt of a Borrowing Request relating to a request for Swing Line Advances or Revolving Credit Advances, as applicable, and (B) the Swing Line Lender or the Lenders, as applicable, shall make the amount of such Swing Line Lender's Pro Rata Share of such Revolving Credit Advance available to the Administrative Agent in same day funds by wire transfer to the Administrative Agent’s 's account as set forth in Annex W Section 1.1(e) not later than 3:00 p.m. (New York time) on the requested Advance DateFunding Date in the case of an Index Rate Loans 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 in accordance with Section 2.03(c)discretion, before receipt of such wire transfers), subject to the terms hereof (includinghereof, without limitation, the satisfaction of the conditions precedent set forth in Section 3.02), the Administrative Agent shall make available the requested Revolving Credit Advance to the account Borrowers as designated by Borrower Representative in the Borrower on the Advance Date therefor, the lesser Notice of (x) the amount of the requested Borrowing and (y) the Funding AvailabilityRevolving Credit Advance. All payments by each Revolving Lender under this Section 2.03(b)(i) shall be made without setoff, counterclaim or deduction of any kind. (ii) On At least once each calendar week or more frequently at Agent's election (each, a "Settlement Date"), the Administrative Agent will shall advise each Lender (other than the Swing Line Lender) by telephone or telecopy fax of the amount of such Lender’s 's Pro Rata Share of principal, interest and Fees (to the extent payable to all Lenders) paid for the benefit of Lenders with respect to each Advanceapplicable Loan. Provided that such each Lender has made funded all payments and Advances required to be made by it and purchased all participations required to be purchased by it under this Agreement and the other Transaction Loan Documents as of such Settlement Date, the Administrative Agent will shall pay to each Lender such Lender’s 's Pro Rata Share of principal, interest and Fees (to the extent payable to all Lenders) with respect to each applicable Advance, paid by the Borrower Borrowers since the previous Settlement Date for the benefit of that Lendersuch Lender on the Loans held by it. Such payments shall be made by wire transfer to such Lender’s 's account (as specified by such Lender in Annex W E or the applicable Assignment Agreement) not later than 3:00 2:00 p.m. (New York time) on the next Business Day following each Settlement Date. . To the extent that any Lender (iiia "Non-Funding Lender") On each Settlement Datehas failed to fund all such payments and Advances or failed to fund the purchase of all such participations, the Administrative Agent will advise the Swing Line Lender of the amount of principal, interest and Fees paid for the benefit of the Swing Line Lender with respect to the Swing Line Loan. The Administrative Agent will pay to the Swing Line Lender the amount of principal, interest and Fees paid by the Borrower since the previous Settlement Date for the benefit of the Swing Line Lender. Such payments shall be made by wire transfer or by book balance entitled to set off the Swing Line funding shortfall against that Non-Funding Lender’s account (as specified by the Swing Line Lender in Annex W or the applicable Assignment Agreement) not later than 3:00 p.m. (New York time) on each Settlement Date's Pro Rata Share of all payments received from Borrowers.

Advances; Payments. (Ai) The Administrative Agent shallshall notify Revolving Lenders, promptly after receipt of a Borrowing Request delivered in accordance with Section 2.03(a) Notice of Revolving Credit Advance and in any event prior to 2:00 1:00 p.m. (New York time) on the date such Borrowing Request Notice of Revolving Credit Advance is deemed received, by telecopy, telephone or other similar form of communication notify the Swing Line transmission. Each Revolving Lender or the Lenders, as applicable, of its receipt of a Borrowing Request relating to a request for Swing Line Advances or Revolving Credit Advances, as applicable, and (B) the Swing Line Lender or the Lenders, as applicable, shall make the amount of such Swing Line Lender’s Pro Rata Share of such Revolving Credit Advance available to the Administrative Agent in same day funds by wire transfer to the Administrative Agent’s account as set forth in Annex W H not later than 3:00 p.m. (New York time) on the requested Advance Datefunding 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 sole discretion in accordance with Section 2.03(c)discretion, before receipt of such wire transfers), subject to the terms hereof (includinghereof, without limitation, the satisfaction of the conditions precedent set forth in Section 3.02), the Administrative Agent shall make available to the account designated by the Borrower on the Advance Date therefor, the lesser of (x) the amount of the requested Borrowing and (y) the Funding AvailabilityRevolving Credit Advance to Borrower. All payments by each Revolving Lender under this Section 2.03(b)(i) shall be made without setoff, counterclaim or deduction of any kind. (ii) On Not less than once during each calendar week or more frequently at Agent’s election (each, a “Revolving Lender Settlement Date”), the Administrative Agent will shall advise each Revolving Lender (other than the Swing Line Lender) by telephone telephone, or telecopy of the amount of such Revolving Lender’s Pro Rata Share of principal, interest and Fees (to the extent payable to all Lenders) paid for the benefit of Revolving Lenders with respect to each Advanceapplicable Revolving Loan. Provided that such each Revolving Lender has made all payments required to be made by it and purchased all participations required to be purchased by it under this Agreement and the other Transaction Documents is not a Non-Funding Lender as of such Revolving Lender Settlement Date, the Administrative Agent will shall pay to each Revolving Lender such Revolving Lender’s Pro Rata Share of principal, interest and Fees (to the extent payable to all Lenders) with respect to each applicable Advance, paid by the 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 Revolving Lender is a Non-Funding Lender, 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 Borrower. Such payments shall be made by wire transfer to such Revolving Lender’s account (as specified by such Lender in Annex W H or the applicable Assignment AgreementAgreement or by such Lender to Agent in a separate notice) not later than 3:00 2:00 p.m. (New York time) on the next Business Day following each Revolving Lender Settlement Date. (iii) On Provided that each Term Lender is not a Non-Funding Lender as of the Term Lender Settlement Date, the Administrative Agent will advise the Swing Line Lender of the amount of principal, interest and Fees paid for the benefit of the Swing Line Lender with respect to the Swing Line Loan. The Administrative Agent will shall pay to the Swing Line each Term Lender the amount such Term Lender’s Pro Rata Share of principal, interest and Fees paid by the Borrower since the previous Settlement Date for the benefit of such Term Lender on the Swing Line 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”). To the extent that any Term Lender is a Non-Funding Lender, 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 Borrower. Such payments shall be made by wire transfer or by book balance to the Swing Line such Term Lender’s account (as specified by the Swing Line such Term Lender in Annex W H or the applicable Assignment Agreement) not later than 3:00 p.m. (New York time) on each Settlement DateAgreement or by such Lender to Agent in a separate notice).

Advances; Payments. (Ai) The Administrative In each funding notice provided by Agent shallto a Lender hereunder, promptly after receipt of a Borrowing Request delivered Agent shall provide such Lender with written confirmation (by telephone, telecopy or email (if such Lender has provided email notice coordinates to Agent)) that all conditions precedent hereunder to such funding have been satisfied or waived in accordance with Section 2.03(athe terms hereof. (ii) and in any event prior to 2:00 p.m. (New York time) on the date such Borrowing Request is deemed received, by telecopy, telephone or other similar form of communication notify the Swing Line Each Lender or the Lenders, as applicable, of its receipt of a Borrowing Request relating to a request for Swing Line Advances or Revolving Credit Advances, as applicable, and (B) the Swing Line Lender or the Lenders, as applicable, shall make the amount of such Swing Line Advance Lender’s Pro Rata Share of such Loan available to the Administrative Agent in same day funds by wire transfer to the Administrative Agent’s account as set forth in Annex W not later than 3:00 p.m. 12:00 noon (New York time) (or promptly thereafter) on the requested Advance Datefunding date (which must be a Business Day). Swingline Lender shall make the amount of the requested Swingline Loan available to Agent in same day funds by wire transfer to Agent’s account not later than 12:00 noon (New York time) (or promptly thereafter) on the requested funding date (which must be a Business Day). After receipt of such wire transfers (or, in the Administrative Agent’s sole discretion in accordance with Section 2.03(c)discretion, before receipt of such wire transfers), subject to the terms hereof (includinghereof, without limitation, the satisfaction of the conditions precedent set forth in Section 3.02), the Administrative Agent shall make available to the account designated by the Borrower on the Advance Date therefor, the lesser of (x) the amount of the requested Borrowing and (y) the Funding AvailabilityLoan to Borrower. All payments by each Lender under this Section 2.03(b)(i) shall be made without setoff, counterclaim or deduction of any kind. Revolving Loans to be made for the purpose of refunding Swingline Loans shall be made by Revolving Lenders as provided in Section 2.1(c). (iiiii) On the fifth (5th) Business Day of each Fiscal Quarter or more frequently at Agent’s election (each, a “Settlement Date”), the Administrative Agent will shall advise each Lender by telephone, telecopy or email (other than the Swing Line Lenderif such Lender has provided email notice coordinates to Agent) by telephone or telecopy of the amount of such Lender’s Pro Rata Share of principal, interest and Fees (to the extent payable to all Lenders) fees paid for the benefit of Lenders with respect to each Advanceapplicable Loan. Provided that such each Lender has made funded all payments and Loans required to be made by it and purchased all participations required to be purchased by it under this Agreement and the other Transaction Documents Financing Agreements as of such Settlement Date, the Administrative Agent will shall pay to each Lender such Lender’s Pro Rata Share of principal, interest and Fees (to the extent payable to all Lenders) with respect to each applicable Advance, fees paid by the Borrower since the previous Settlement Date for the benefit of that Lendersuch Lender on the portion of the Loans held by it. Notwithstanding the foregoing, if there exists a Defaulting Lender each payment by the Borrower to such Defaulting Lender hereunder shall be applied in accordance with Section 3.8(a)(i). Such payments shall be made by wire transfer to such Lender’s account (as specified by such Lender in Annex W or the applicable Assignment Agreement) not later than 3:00 2:00 p.m. (New York time) on the next Business Day following each Settlement Date. (iii) On each Settlement Date, the Administrative . Each payment to Agent will advise the Swing Line Lender on account of the amount principal of principalor interest on the Swingline Loans or of any fee, interest and Fees paid for the benefit of the Swing Line commission or other amounts payable to Swingline Lender with respect to the Swing Line Loan. The Administrative Agent will pay to the Swing Line Lender the amount of principal, interest and Fees paid by the Borrower since the previous Settlement Date for the benefit of the Swing Line Lender. Such payments shall be made by wire transfer or by book balance to in like manner, but for the Swing Line account of Swingline Lender’s account (as specified by the Swing Line Lender in Annex W or the applicable Assignment Agreement) not later than 3:00 p.m. (New York time) on each Settlement Date.

Advances; Payments. (Ai) The Administrative Agent shall, promptly after receipt of a Borrowing Request delivered in accordance with Section 2.03(a) and in any event prior to 2:00 p.m. 12:00 noon (New York time) on the date such Borrowing Request is deemed received, by telecopy, telephone telephone, electronic mail or other similar form of communication communication, notify (i) the Swing Line Lender or the Lenders, as applicable, of its receipt of a Borrowing Request relating to a request for Swing Line Advances or (ii) the Lenders of its receipt of a Borrowing Request relating to a request for Revolving Credit Advances, as applicable, and . Following such notification (Bi) the Swing Line Lender (in the case of Swing Line Advance) or (ii) the Lenders, as applicable, Lenders (in the case of Revolving Credit Advances) shall make the amount of such Swing Line Advance or Revolving Credit Advances, as applicable, available to the Administrative Agent in same day funds by wire transfer to the Administrative Agent’s account as set forth in Annex W not later than 3:00 p.m. (New York time) on the requested Advance Date. After receipt of such wire transfers (or, in the Administrative Agent’s sole discretion in accordance with Section 2.03(c), before receipt of such wire transfers), subject to the terms hereof (including, without limitation, the satisfaction of the conditions precedent set forth in Section 3.02), the Administrative Agent shall make available to the Borrower by deposit into an account of the Borrower designated by the Borrower (or such other account designated by the Borrower Borrower) on the Advance Date therefor, the lesser of (x) the amount of the requested Borrowing and (y) (i) in the case of any requested Swing Line Advance, the amount of Swing Line Availability and (ii) in the case of any requested Revolving Credit Advances, the amount of Funding Availability. All payments by each Lender under this Section 2.03(b)(i) shall be made without setoff, counterclaim or deduction of any kind. (ii) On each Settlement Date, the Administrative Agent will advise each Lender (other than the Swing Line Lender) by telephone or telecopy of the amount of such Lender’s Pro Rata Share of principal, interest and Fees (to the extent payable to all Lenders) paid for the benefit of Lenders with respect to each applicable Revolving Credit Advance. Provided that such Lender has made all payments required to be made by it and purchased all participations required to be purchased by it under this Agreement and the other Transaction Related Documents as of such Settlement Date, the Administrative Agent will pay to each Lender such Lender’s Pro Rata Share of principal, interest and Fees (to the extent payable to all Lenders) with respect to each applicable Revolving Credit Advance, paid by the Borrower since the previous Settlement Date for the benefit of that Lender. Such payments shall be made by wire transfer to such Lender’s account (as specified by such Lender in Annex W or the applicable Assignment Agreement) not later than 3:00 p.m. (New York time) on each Settlement Date. (iii) On each Settlement Date, the Administrative Agent will advise the Swing Line Lender of the amount of principal, interest and Fees paid for the benefit of the Swing Line Lender with respect to the Swing Line Loan. The Administrative Agent will pay to the Swing Line Lender the amount of principal, interest and Fees paid by the Borrower since the previous Settlement Date for the benefit of the Swing Line Lender. Such payments shall be made by wire transfer or by book balance to the Swing Line Lender’s account (as specified by the Swing Line Lender in Annex W or the applicable Assignment Agreement) not later than 3:00 p.m. (New York time) on each Settlement Date.

Advances; Payments. (Ai) The Administrative Agent shallshall notify appropriate Lenders, promptly after receipt of a Borrowing Request delivered in accordance with Section 2.03(a) Notice of Advance and in any event prior to 2:00 1:00 p.m. (New York time) on the date such Borrowing Request Notice of Advance, is deemed received, by telecopy, telephone or other similar form of communication notify the Swing Line transmission. Each Lender or the Lenders, as applicable, of its receipt of a Borrowing Request relating to a request for Swing Line Advances or Revolving Credit Advances, as applicable, and (B) the Swing Line Lender or the Lenders, as applicable, shall make the amount of such Swing Line Lender’s Pro Rata Share of such Advance available to the Administrative Agent in each case in same day funds by wire transfer to the Administrative Agent’s account as set forth in Annex W Section 11 not later than 3:00 p.m. (New York time) on the requested Advance Datefunding date, in the case of 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 Loan. After receipt of such wire transfers (or, in the Administrative Agent’s sole discretion in accordance with Section 2.03(c)discretion, before receipt of such wire transfers), subject to the terms hereof (includinghereof, without limitation, the satisfaction of the conditions precedent set forth in Section 3.02), the Administrative Agent shall make available the requested Advance to the account designated by the Borrower on the Advance Date therefor, the lesser of (x) the amount of the requested Borrowing and (y) the Funding AvailabilityBorrowers. All payments by each Lender under this Section 2.03(b)(i) shall be made without setoff, counterclaim or deduction of any kind. (ii) On each Settlement Date, the Administrative Agent will advise Provided that each Lender (other than the Swing Line Lender) by telephone or telecopy of the amount of such Lender’s Pro Rata Share of principal, interest and Fees (to the extent payable to all Lenders) paid for the benefit of Lenders with respect to each Advance. Provided that such Lender has made funded all payments and Advances required to be made by it and purchased all participations required to be purchased by it under this Agreement and the other Transaction Loan Documents as of the date of any receipt of such Settlement Datepayments by the Agent, the Administrative Agent will shall pay to each Lender such Lender’s Pro Rata Share of principal, interest and Fees (to paid by the extent payable to all Lenders) Borrowers no later than the close of business with respect to each applicable Advance, paid any payments received prior to 2:00 p.m. New York time and no later than 2:00 p.m. New York time one Business Day thereafter with respect to all payments received by the Borrower since the previous Settlement Date Agent after 2:00 p.m. New York time on any Business Day 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 the Borrowers. Such payments shall be made by wire transfer to such Lender’s account (as specified by such Lender in Annex W or the applicable Assignment Agreementwriting from time to time) not later than 3:00 p.m. (New York time) on each Settlement Datethe times set forth above. (iii) On each Settlement Date, the Administrative Agent will advise the Swing Line Lender of the amount of principal, interest and Fees paid for the benefit of the Swing Line Lender with respect to the Swing Line Loan. The Administrative Agent will pay to the Swing Line Lender the amount of principal, interest and Fees paid by the Borrower since the previous Settlement Date for the benefit of the Swing Line Lender. Such payments shall be made by wire transfer or by book balance to the Swing Line Lender’s account (as specified by the Swing Line Lender in Annex W or the applicable Assignment Agreement) not later than 3:00 p.m. (New York time) on each Settlement Date.

Advances; Payments. (i) Except as otherwise provided in Section 2.03(b)(ii) below, (A) The the Administrative Agent shallshall notify the Lenders, promptly after receipt of a Borrowing Request delivered in accordance with Section 2.03(a) and in any event prior to 2:00 p.m. 12:00 noon (New York time) on the date such Borrowing Request is deemed received, by telecopy, telephone or other similar form of communication notify the Swing Line Lender or the Lenders, as applicable, of its receipt of a Borrowing Request relating to a request for Swing Line Advances or Revolving Credit Advances, as applicable, and (B) the Swing Line each Lender or the Lenders, as applicable, shall make the amount of such Swing Line Advance Lender's Pro Rata Share of the requested Borrowing available to the Administrative Agent in same day funds by wire transfer to the Administrative Agent’s 's account as set forth in Annex W not later than 3:00 2:00 p.m. (New York time) on the requested Advance Date, in the case of an Index Rate Advance and not later than 12:00 noon (New York time) on the requested Advance Date in the case of a LIBOR Rate Advance. After receipt of such wire transfers (or, in the Administrative Agent’s 's sole discretion in accordance with Section 2.03(c)discretion, before receipt of such wire transfers), subject to the terms hereof (including, without limitation, the satisfaction of the conditions precedent set forth in Section 3.02), the Administrative Agent shall make available to the account designated Borrower by deposit into the Borrower Account on the Advance Date therefor, the lesser of (x) the amount of the requested Borrowing and (y) the Funding Availability. All payments by each Lender under this Section 2.03(b)(i) shall be made without setoff, counterclaim or deduction of any kind. (ii) On each Settlement Interest Payment Date, the Administrative Agent will advise each Lender (other than the Swing Line Lender) by telephone or telecopy of the amount of such Lender’s 's Pro Rata Share of principal, interest and Fees (to the extent payable to all Lenders) paid for the benefit of Lenders with respect to each applicable Advance. Provided that such Lender has made all payments required to be made by it and purchased all participations required to be purchased by it under this Agreement and the other Transaction Related Documents as of such Settlement Interest Payment Date, the Administrative Agent will pay to each Lender such Lender’s 's Pro Rata Share of principal, interest and Fees (to the extent payable to all Lenders) with respect to each applicable Advance, paid by the Borrower since the previous Settlement Interest Payment Date for the benefit of that Lender. Such payments shall be made by wire transfer to such Lender’s 's account (as specified by such Lender in Annex W or the applicable Assignment Agreement) not later than 3:00 2:00 p.m. (New York time) on each Settlement Interest Payment Date. (iii) On each Settlement Date, the Administrative Agent will advise the Swing Line Lender of the amount of principal, interest and Fees paid for the benefit of the Swing Line Lender with respect to the Swing Line Loan. The Administrative Agent will pay to the Swing Line Lender the amount of principal, interest and Fees paid by the Borrower since the previous Settlement Date for the benefit of the Swing Line Lender. Such payments shall be made by wire transfer or by book balance to the Swing Line Lender’s account (as specified by the Swing Line Lender in Annex W or the applicable Assignment Agreement) not later than 3:00 p.m. (New York time) on each Settlement Date.

Advances; Payments. (Ai) The Administrative Agent shallshall notify Revolving Lenders, promptly after receipt of a Borrowing Request delivered in accordance with Section 2.03(a) Notice of Revolving Credit Advance and in any event prior to 2:00 1:00 p.m. (New York time) on the date such Borrowing Request Notice of Revolving Credit Advance is deemed received, by telecopy, telephone or other similar form of communication notify the Swing Line transmission. Each Revolving Lender or the Lenders, as applicable, of its receipt of a Borrowing Request relating to a request for Swing Line Advances or Revolving Credit Advances, as applicable, and (B) the Swing Line Lender or the Lenders, as applicable, shall make the amount of such Swing Line Lender's Pro Rata Share of such Revolving Credit Advance available to the Administrative Agent in same day funds by wire transfer to the Administrative Agent’s 's account as set forth in Annex W H not later than 3:00 p.m. (New York time) on the requested Advance Datefunding 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 in accordance with Section 2.03(c)discretion, before receipt of such wire transfers), subject to the terms hereof (includinghereof, without limitation, the satisfaction of the conditions precedent set forth in Section 3.02), the Administrative Agent shall make available to the account designated by the Borrower on the Advance Date therefor, the lesser of (x) the amount of the requested Borrowing and (y) the Funding AvailabilityRevolving Credit Advance to Borrower. All payments by each Revolving Lender under this Section 2.03(b)(i) shall be made without setoff, counterclaim or deduction of any kind. (ii) On Not less than once during each calendar week or more frequently at Agent's election (each, a "Revolving Lender Settlement Date"), the Administrative Agent will shall advise each Revolving Lender (other than the Swing Line Lender) by telephone telephone, or telecopy of the amount of such Revolving Lender’s 's Pro Rata Share of principal, interest and Fees (to the extent payable to all Lenders) paid for the benefit of Revolving Lenders with respect to each Advanceapplicable Revolving Loan. Provided that such each Revolving Lender has made all payments required to be made by it and purchased all participations required to be purchased by it under this Agreement and the other Transaction Documents is not a Non-Funding Lender as of such Revolving Lender Settlement Date, the Administrative Agent will shall pay to each Revolving Lender such Revolving Lender’s 's Pro Rata Share of principal, interest and Fees (to the extent payable to all Lenders) with respect to each applicable Advance, paid by the 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 Revolving Lender is a Non-Funding Lender, 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 Borrower. Such payments shall be made by wire transfer to such Revolving Lender’s 's account (as specified by such Lender in Annex W H or the applicable Assignment AgreementAgreement or by such Lender to Agent in a separate notice) not later than 3:00 2:00 p.m. (New York time) on the next Business Day following each Revolving Lender Settlement Date. (iii) On Provided that each Term Lender is not a Non-Funding Lender as of the Term Lender Settlement Date, the Administrative Agent will advise the Swing Line Lender of the amount of principal, interest and Fees paid for the benefit of the Swing Line Lender with respect to the Swing Line Loan. The Administrative Agent will shall pay to the Swing Line each Term Lender the amount such Term Lender's Pro Rata Share of principal, interest and Fees paid by the Borrower since the previous Settlement Date for the benefit of such Term Lender on the Swing Line 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"). To the extent that any Term Lender is a Non-Funding Lender, 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 Borrower. Such payments shall be made by wire transfer or by book balance to the Swing Line such Term Lender’s 's account (as specified by the Swing Line such Term Lender in Annex W H or the applicable Assignment Agreement) not later than 3:00 p.m. (New York time) on each Settlement DateAgreement or by such Lender to Agent in a separate notice).

Advances; Payments. (Ai) The Administrative Lenders shall refund or participate in the Swing Line Loan in accordance with 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 shallshall notify Lenders, promptly after receipt of a Borrowing Request delivered in accordance with Section 2.03(a) Notice of Revolving Credit Advance and in any event prior to 2:00 p.m. 12:00 noon (New York Chicago time) on the date such Borrowing Request Notice of Revolving Advance is deemed received, by telecopy, telephone or other similar form of communication notify the Swing Line transmission. Each Lender or the Lenders, as applicable, of its receipt of a Borrowing Request relating to a request for Swing Line Advances or Revolving Credit Advances, as applicable, and (B) the Swing Line Lender or the Lenders, as applicable, shall make the amount of such Swing Line Lender's Pro Rata Share of such Revolving Credit Advance available to the Administrative Agent in same day funds by wire transfer to the Administrative Agent’s 's account as set forth in Annex W H not later than 3:00 2:00 p.m. (New York Chicago time) on the requested Advance Datefunding date, in the case of an Index Rate Loan, and not later than 10:00 a.m. (Chicago 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 in accordance with Section 2.03(c)discretion, before receipt of such wire transfers), subject to the terms hereof (includinghereof, without limitation, the satisfaction of the conditions precedent set forth in Section 3.02), the Administrative Agent shall make available the requested Revolving Credit Advance to the account Borrower designated by Borrower Representative in the Borrower on the Advance Date therefor, the lesser Notice of (x) the amount of the requested Borrowing and (y) the Funding AvailabilityRevolving Credit Advance. All payments by each Lender under this Section 2.03(b)(i) shall be made without setoff, counterclaim or deduction of any kind. (ii) On the 2nd Business Day of each calendar week or more frequently at Agent's election (each, a "Settlement Date"), the Administrative Agent will shall advise each Lender (other than the Swing Line Lender) by telephone telephone, or telecopy of the amount of such Lender’s 's Pro Rata Share of principal, interest and Fees (to the extent payable to all Lenders) paid for the benefit of Lenders with respect to each Advanceapplicable Loan. Provided that such each Lender has made 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 Transaction Loan Documents as of such Settlement Date, the Administrative Agent will shall pay to each Lender such Lender’s 's Pro Rata Share of principal, interest and Fees (to the extent payable to all Lenders) with respect to each applicable Advance, paid by the Borrower 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 's account (as specified by such Lender in Annex W H or the applicable Assignment Agreement) not later than 3:00 1:00 p.m. (New York Chicago time) on the next Business Day following each Settlement Date. (iii) On each Settlement Date, the Administrative Agent will advise the Swing Line Lender of the amount of principal, interest and Fees paid for the benefit of the Swing Line Lender with respect to the Swing Line Loan. The Administrative Agent will pay to the Swing Line Lender the amount of principal, interest and Fees paid by the Borrower since the previous Settlement Date for the benefit of the Swing Line Lender. Such payments shall be made by wire transfer or by book balance to the Swing Line Lender’s account (as specified by the Swing Line Lender in Annex W or the applicable Assignment Agreement) not later than 3:00 p.m. (New York time) on each Settlement Date.

Advances; Payments. (Ai) The Administrative Agent shallshall notify Lenders, promptly after receipt of a Borrowing Request delivered in accordance with Section 2.03(a) Notice of Revolving Credit Advance and in any event prior to 2:00 1:00 p.m. (New York time) on the date such Borrowing Request Notice of Revolving Advance is deemed received, by telecopy, telephone or other similar form of communication notify the Swing Line transmission. Each Lender or the Lenders, as applicable, of its receipt of a Borrowing Request relating to a request for Swing Line Advances or Revolving Credit Advances, as applicable, and (B) the Swing Line Lender or the Lenders, as applicable, shall make the amount of such Swing Line Lender's Pro Rata Share of such Revolving Credit Advance available to the Administrative Agent in same day funds by wire transfer to the Administrative Agent’s 's account as set forth in Annex W G not later than 3:00 p.m. (New York time) on the requested Advance Datefunding 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 in accordance with Section 2.03(c)discretion, before receipt of such wire transfers), subject to the terms hereof (includinghereof, without limitation, the satisfaction of the conditions precedent set forth in Section 3.02), the Administrative Agent shall make available to the account designated by the Borrower on the Advance Date therefor, the lesser of (x) the amount of the requested Borrowing and (y) the Funding AvailabilityRevolving Credit Advance to Borrowers. All payments by each Lender under this Section 2.03(b)(i) shall be made without setoff, counterclaim or deduction of any kind. (ii) On the 2nd Business Day of each calendar week or more frequently at Agent's election (each, a "Settlement Date"), the Administrative Agent will shall advise each Lender (other than the Swing Line Lender) by telephone telephone, or telecopy of the amount of such Lender’s 's Pro Rata Share of principal, interest and Fees (to the extent payable to all Lenders) paid for the benefit of Lenders with respect to each Advanceapplicable Loan. Provided that such each Lender has made 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 Transaction Loan Documents as of such Settlement Date, the Administrative Agent will shall pay to each Lender such Lender’s 's Pro Rata Share of principal, interest and Fees (to the extent payable to all Lenders) with respect to each applicable Advance, paid by the Borrower 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 's account (as specified by such Lender in Annex W G or the applicable Assignment Agreement) not later than 3:00 2:00 p.m. (New York time) on the next Business Day following each Settlement Date. (iii) On each Settlement Date, the Administrative Agent will advise the Swing Line Lender of the amount of principal, interest and Fees paid for the benefit of the Swing Line Lender with respect to the Swing Line Loan. The Administrative Agent will pay to the Swing Line Lender the amount of principal, interest and Fees paid by the Borrower since the previous Settlement Date for the benefit of the Swing Line Lender. Such payments shall be made by wire transfer or by book balance to the Swing Line Lender’s account (as specified by the Swing Line Lender in Annex W or the applicable Assignment Agreement) not later than 3:00 p.m. (New York time) on each Settlement Date.

Advances; Payments. (Ai) The Administrative Lenders shall refund or participate in the Swing Line Loan in accordance with clause (iii) of Section 2.1(b). If Swing Line Lender declines to make a Swing Line Loan or if Swing Line Availability is zero, Funding Agent shallshall notify Lenders, promptly after receipt of a Borrowing Request delivered in accordance with Section 2.03(a) Notice of Revolving Credit Advance and in any event prior to 2:00 1:00 p.m. (New York time) on the date such Borrowing Request Notice of Revolving Advance is deemed received, by telecopy, telephone or other similar form of communication notify the Swing Line transmission. Each Lender or the Lenders, as applicable, of its receipt of a Borrowing Request relating to a request for Swing Line Advances or Revolving Credit Advances, as applicable, and (B) the Swing Line Lender or the Lenders, as applicable, shall make the amount of such Swing Line Lender’s Pro Rata Share of such Revolving Credit Advance available to the Administrative Funding Agent in same day funds by wire transfer to the Administrative Funding Agent’s account as set forth in Annex W B not later than 3:00 p.m. (New York time) on the requested Advance Datefunding date, in the case of 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 Loan. After receipt of such wire transfers (or, in the Administrative Funding Agent’s sole discretion in accordance with Section 2.03(c)discretion, before receipt of such wire transfers), subject to the terms hereof (includinghereof, without limitation, the satisfaction of the conditions precedent set forth in Section 3.02), the Administrative Funding Agent shall make available the requested Revolving Credit Advance to the account Borrower designated by Borrower Representative in the Borrower on the Advance Date therefor, the lesser Notice of (x) the amount of the requested Borrowing and (y) the Funding AvailabilityRevolving Credit Advance. All payments by each Lender under this Section 2.03(b)(i) shall be made without setoff, counterclaim or deduction of any kind. (ii) On Not less than once during each calendar week or more frequently at Funding Agent’s election (each, a “Settlement Date”), the Administrative Funding Agent will shall advise each Lender (other than the Swing Line Lender) by telephone (confirmed promptly thereafter in writing), telecopy, or telecopy similar form of transmission, of the amount of such Lender’s Pro Rata Share of principal, interest and Fees (to the extent payable to all Lenders) paid for the benefit of Lenders with respect to each Advanceapplicable Loan. Provided that such each Lender has made 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 Transaction Loan Documents as of such Settlement Date, the Administrative Funding Agent will shall pay to each Lender such Lender’s Pro Rata Share of principal, interest and Fees (to the extent payable to all Lenders) with respect to each applicable Advance, paid by the Borrower Borrowers since the previous Settlement Date for the benefit of such Lender on the Loans held by it. Funding Agent shall be entitled to set off the funding short-fall against any Non-Funding Lender’s Pro Rata Share of all payments received from Borrowers and hold, in a non-interest bearing accounts, all payments received by Funding 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, Funding 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 Funding Agent which are not paid when due shall accrue interest at the interest rate applicable during such period to Revolving Loans that Lenderare 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 W or the applicable Assignment Agreementto Funding Agent) not later than 3:00 2:00 p.m. (New York time) on the next Business Day following each Settlement Date. (iii) On each Settlement Date, the Administrative Agent will advise the Swing Line Lender of the amount of principal, interest and Fees paid for the benefit of the Swing Line Lender with respect to the Swing Line Loan. The Administrative Agent will pay to the Swing Line Lender the amount of principal, interest and Fees paid by the Borrower since the previous Settlement Date for the benefit of the Swing Line Lender. Such payments shall be made by wire transfer or by book balance to the Swing Line Lender’s account (as specified by the Swing Line Lender in Annex W or the applicable Assignment Agreement) not later than 3:00 p.m. (New York time) on each Settlement Date.

Advances; Payments. (Ai) The Revolving Lenders shall refund or participate in the Swing Line Loan in accordance with 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, Administrative Agent shallshall notify Revolving Lenders, promptly after receipt of a Borrowing Request delivered in accordance with Section 2.03(a) Notice of Revolving Advance and in any event prior to 2:00 p.m. (New York time) on the date such Borrowing Request Notice of Revolving Advance is deemed received, by telecopy, telephone or other similar form of communication notify the Swing Line transmission. Each Revolving Lender or the Lenders, as applicable, of its receipt of a Borrowing Request relating to a request for Swing Line Advances or Revolving Credit Advances, as applicable, and (B) the Swing Line Lender or the Lenders, as applicable, shall make the amount of such Swing Line Lender's Pro Rata Share of such Revolving Credit Advance available to the Administrative Agent in same day funds by wire transfer to the Administrative Agent’s 's account as set forth in Annex W H not later than 3:00 p.m. (New York time) on the requested Advance Datefunding 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 Forthwith after receipt of such wire transfers (or, in the Administrative Agent’s 's sole discretion in accordance with Section 2.03(c)discretion, before receipt of such wire transfers), subject to the terms hereof (includinghereof, without limitation, the satisfaction of the conditions precedent set forth in Section 3.02), the Administrative Agent shall make available to the account designated by the Borrower on the Advance Date therefor, the lesser of (x) the amount of the requested Borrowing and (y) the Funding AvailabilityRevolving Credit Advance to Borrower. All payments by each Revolving Lender under this Section 2.03(b)(i) shall be made without setoff, counterclaim or deduction of any kind. (ii) On Not less than once during each calendar week, more frequently at Administrative Agent's election or, in the event Administrative Agent receives payments of principal, interest and Fees in excess of $10,000,000 in the aggregate, within two (2) Business Days of receipt of such funds by Administrative Agent (each, a "Settlement Date"), the Administrative Agent will shall advise each Lender (other than the Swing Line Lender) by telephone telephone, or telecopy of the amount of such Lender’s 's Pro Rata Share of principal, interest and Fees (to the extent payable to all Lenders) paid for the benefit of Lenders with respect to each Advanceapplicable Loan. Provided that such each Lender has made funded all payments 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 Transaction Credit Loan Documents as of such Settlement Date, the Administrative Agent will shall pay to each Lender such Lender’s 's Pro Rata Share of principal, interest and Fees (to the extent payable to all Lenders) with respect to each applicable Advance, paid by the 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, Administrative 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 Borrower. Such payments shall be made by wire transfer to such Lender’s 's account (as specified by such Lender in Annex W H or the applicable Assignment Agreement) not later than 3:00 2:00 p.m. (New York time) on the next Business Day following each Settlement Date. (iii) On each Settlement Date, the Administrative Agent will advise the Swing Line Lender of the amount of principal, interest and Fees paid for the benefit of the Swing Line Lender with respect to the Swing Line Loan. The Administrative Agent will pay to the Swing Line Lender the amount of principal, interest and Fees paid by the Borrower since the previous Settlement Date for the benefit of the Swing Line Lender. Such payments shall be made by wire transfer or by book balance to the Swing Line Lender’s account (as specified by the Swing Line Lender in Annex W or the applicable Assignment Agreement) not later than 3:00 p.m. (New York time) on each Settlement Date.

Advances; Payments. (Ai) The Administrative Agent shallshall notify Lenders, promptly after receipt of a Borrowing Request delivered in accordance with Section 2.03(a) Certificate and in any event prior to 2:00 3:00 p.m. (New York time) on the date such Borrowing Request Certificate is deemed received, by telecopy, telephone or other similar form of communication notify the Swing Line transmission. Each Lender or the Lenders, as applicable, of its receipt of a Borrowing Request relating to a request for Swing Line Advances or Revolving Credit Advances, as applicable, and (B) the Swing Line Lender or the Lenders, as applicable, shall make the amount of such Swing Line Lender's Pro Rata Share of such Advance available to the Administrative Agent in same day funds by wire transfer to the Administrative Agent’s 's account as set forth in Annex W Schedule 3.9 not later than 3:00 p.m. (New York time) on the requested Advance Datefunding date in the case of 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 Loan. After receipt of such wire transfers (or, in the Administrative Agent’s 's sole discretion in accordance with Section 2.03(c)discretion, before receipt of such wire transfers), subject to the terms hereof (includinghereof, without limitation, the satisfaction of the conditions precedent set forth in Section 3.02), the Administrative Agent shall make available the requested Advance to Borrower Representative to the account designated by the of Borrower Representative specified on the Advance Date therefor, the lesser of (x) the amount of the requested Borrowing and (y) the Funding AvailabilitySchedule 3.9. All payments by each Lender under this Section 2.03(b)(i) shall be made without setoffset off, counterclaim or deduction of any kind. (ii) All Payments due hereunder and under the Notes shall be made to Administrative Agent by wire transfer to the account specified on Schedule 3.9 no later than 1:00 p.m. (New York time) on the date due. Payments received after such time shall be deemed to have been made on the next Business Day. On each Settlement DateBusiness Day that Administrative Agent receives a payment with respect to the Loans, the Administrative Agent will advise each Lender (other than the Swing Line Lender) by telephone or telecopy of the amount of such Lender’s 's Pro Rata Share of principal, interest and Fees (to the extent payable to all Lenders) paid for the benefit of Lenders with respect to each Advanceapplicable Loan. Provided that such Lender has made 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 Transaction Loan Documents as of such Settlement Datedate, the Administrative Agent will pay to each Lender such Lender’s 's Pro Rata Share of principal, interest and Fees (to such payment. To the extent payable that any Lender (a "Non-Funding Lender") has failed to fund all Lenders) with respect such payments and Advances or failed to each applicable Advancefund the purchase of all such participations, paid by Administrative Agent shall be entitled to set off the Borrower since the previous Settlement Date for the benefit funding short-fall against that Non-Funding Lender's Pro Rata Share of that Lenderall 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 W Schedule 3.9 or the applicable Assignment Agreement) not later than 3:00 2:00 p.m. (New York time) on each Settlement Datethe next Business Day following receipt. (iii) On each Settlement Date, the Administrative Agent will advise the Swing Line Lender of the amount of principal, interest and Fees paid for the benefit of the Swing Line Lender with respect to the Swing Line Loan. The Administrative Agent will pay to the Swing Line Lender the amount of principal, interest and Fees paid by the Borrower since the previous Settlement Date for the benefit of the Swing Line Lender. Such payments shall be made by wire transfer or by book balance to the Swing Line Lender’s account (as specified by the Swing Line Lender in Annex W or the applicable Assignment Agreement) not later than 3:00 p.m. (New York time) on each Settlement Date.

Advances; Payments. (Ai) The Administrative Agent shall, promptly after receipt of a Borrowing Request delivered in accordance with Section 2.03(a) and in any event prior to 2:00 p.m. (New York time) on the date such Borrowing Request is deemed received, by telecopy, telephone or other similar form of communication notify the Swing Line Each Lender or the Lenders, as applicable, of its receipt of a Borrowing Request relating to a request for Swing Line Advances or Revolving Credit Advances, as applicable, and (B) the Swing Line Lender or the Lenders, as applicable, shall make the amount of such Swing Line Lender’s Pro Rata Share of such Revolving Credit Advance available to the Administrative Agent in same day funds by wire transfer to the Administrative Agent’s account as set forth in Annex W H not later than 3:00 p.m. (New York time) on the requested Advance Datefunding 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 sole discretion in accordance with Section 2.03(c)discretion, before receipt of such wire transfers), subject to the terms hereof (includinghereof, without limitation, the satisfaction of the conditions precedent set forth in Section 3.02), the Administrative Agent shall make available the requested Revolving Credit Advance to the account Borrower designated by Borrower Representative in the Borrower on the Advance Date therefor, the lesser Notice of (x) the amount of the requested Borrowing and (y) the Funding AvailabilityRevolving Credit Advance. All payments by each Lender under this Section 2.03(b)(i) shall be made without setoff, counterclaim or deduction of any kind. (ii) On the 2nd Business Day of each calendar week or more frequently at Agent’s election (each, a “Settlement Date”), the Administrative Agent will shall advise each Lender (other than the Swing Line Lender) by telephone telephone, or telecopy of the amount of such Lender’s Pro Rata Share of principal, interest and Fees (to the extent payable to all Lenders) paid for the benefit of Lenders with respect to each Advanceapplicable Loan. Provided that such each Lender has made 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 Transaction Loan Documents as of such Settlement Date, the Administrative Agent will shall pay to each Lender such Lender’s Pro Rata Share of principal, interest and Fees (to the extent payable to all Lenders) with respect to each applicable Advance, paid by the Borrower 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 W H or the applicable Assignment Agreement) not later than 3:00 2:00 p.m. (New York time) on the next Business Day following each Settlement Date. (iii) On each Settlement Date, the Administrative Agent will advise the Swing Line Lender of the amount of principal, interest and Fees paid for the benefit of the Swing Line Lender with respect to the Swing Line Loan. The Administrative Agent will pay to the Swing Line Lender the amount of principal, interest and Fees paid by the Borrower since the previous Settlement Date for the benefit of the Swing Line Lender. Such payments shall be made by wire transfer or by book balance to the Swing Line Lender’s account (as specified by the Swing Line Lender in Annex W or the applicable Assignment Agreement) not later than 3:00 p.m. (New York time) on each Settlement Date.

Advances; Payments. (Ai) The Administrative Agent shallshall notify Lenders, promptly after receipt of a Borrowing Request delivered in accordance with Section 2.03(a) Notice of Revolving Advance and in any event prior to 2:00 1:00 p.m. (New York time) on the date such Borrowing Request Notice of Revolving Advance is deemed received, by telecopy, telephone or other similar form of communication notify the Swing Line transmission. Each Lender or the Lenders, as applicable, of its receipt of a Borrowing Request relating to a request for Swing Line Advances or Revolving Credit Advances, as applicable, and (B) the Swing Line Lender or the Lenders, as applicable, shall make the amount of such Swing Line Lender's Pro Rata Share of such Revolving Credit Advance available to the Administrative Agent in same day funds by wire transfer to the Administrative Agent’s 's account as set forth in Annex W H not later than 3:00 p.m. (New York time) on the requested Advance Datefunding 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 in accordance with Section 2.03(c)discretion, before receipt of such wire transfers), subject to the terms hereof (includinghereof, without limitation, the satisfaction of the conditions precedent set forth in Section 3.02), the Administrative Agent shall make available to the account designated by the Borrower on the Advance Date therefor, the lesser of (x) the amount of the requested Borrowing and (y) the Funding AvailabilityRevolving Credit Advance to Borrower. All payments by each Lender under this Section 2.03(b)(i) shall be made without setoff, counterclaim or deduction of any kind. (ii) On Not less than once during each calendar week or more frequently at Administrative Agent's election (each, a "Settlement Date"), the Administrative Agent will shall advise each Lender (other than the Swing Line Lender) by telephone telephone, or telecopy of the amount of such Lender’s 's Pro Rata Share of principal, interest and Fees (to the extent payable to all Lenders) paid for the benefit of Lenders with respect to each Advanceapplicable Loan. Provided that such each Lender has made funded all payments and Advances required to be made by it and purchased all participations required to be purchased by it under this Agreement and the other Transaction Loan Documents as of such Settlement Date, the Administrative Agent will shall pay to each Lender such Lender’s 's Pro Rata Share of principal, interest and Fees (to the extent payable to all Lenders) with respect to each applicable Advance, paid by the 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, Administrative 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 Borrower. Such payments shall be made by wire transfer to such Lender’s 's account (as specified by such Lender in Annex W H or the applicable Assignment Agreement) not later than 3:00 2:00 p.m. (New York time) on the next Business Day following each Settlement Date. (iii) On each Settlement Date, the Administrative Agent will advise the Swing Line Lender of the amount of principal, interest and Fees paid for the benefit of the Swing Line Lender with respect to the Swing Line Loan. The Administrative Agent will pay to the Swing Line Lender the amount of principal, interest and Fees paid by the Borrower since the previous Settlement Date for the benefit of the Swing Line Lender. Such payments shall be made by wire transfer or by book balance to the Swing Line Lender’s account (as specified by the Swing Line Lender in Annex W or the applicable Assignment Agreement) not later than 3:00 p.m. (New York time) on each Settlement Date.

Advances; Payments. (Ai) The Administrative Agent shallshall notify Lenders, promptly after receipt of a Borrowing Request delivered in accordance with Section 2.03(a) Notice of Revolving Credit Advance and in any event prior to 2:00 1:00 p.m. (New York time) on the date such Borrowing Request Notice of Revolving Credit Advance is deemed received, by telecopy, telephone or other similar form of communication notify the Swing Line transmission. Each Lender or the Lenders, as applicable, of its receipt of a Borrowing Request relating to a request for Swing Line Advances or Revolving Credit Advances, as applicable, and (B) the Swing Line Lender or the Lenders, as applicable, shall make the amount of such Swing Line Lender’s Pro Rata Share of such Revolving Credit Advance available to the Administrative Agent in same day funds by wire transfer to the Administrative Agent’s account as designated by Agent and set forth in Annex W H not later than 3:00 p.m. (New York time) on the requested Advance Datefunding 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 sole discretion in accordance with Section 2.03(c)discretion, before receipt of such wire transfers), subject to the terms hereof (includinghereof, without limitation, the satisfaction of the conditions precedent set forth in Section 3.02), the Administrative Agent shall make available the requested Revolving Credit Advance to the account Borrower designated by Borrower Representative in the Borrower on the Advance Date therefor, the lesser Notice of (x) the amount of the requested Borrowing and (y) the Funding AvailabilityRevolving Credit Advance. All payments by each Lender under this Section 2.03(b)(i) shall be made without setoff, counterclaim or deduction of any kind. (ii) On Not less than once during each calendar week or more frequently at Agent’s election (each, a “Settlement Date”), the Administrative Agent will shall advise each Lender (other than the Swing Line Lender) by telephone telephone, or telecopy of the amount of such Lender’s Pro Rata Share of principal, interest and Fees (to the extent payable to all Lenders) paid for the benefit of Lenders with respect to each Advanceapplicable Loan. Provided that such each Lender has made 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 Transaction Loan Documents as of such Settlement Date, the Administrative Agent will shall pay to each Lender such Lender’s Pro Rata Share of principal, interest and Fees (to the extent payable to all Lenders) with respect to each applicable Advance, paid by the Borrower 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 W H or the applicable Assignment Agreement) not later than 3:00 1:00 p.m. (New York Chicago time) on the next Business Day following each Settlement Date. (iii) On each Settlement Date, the Administrative Agent will advise the Swing Line Lender of the amount of principal, interest and Fees paid for the benefit of the Swing Line Lender with respect to the Swing Line Loan. The Administrative Agent will pay to the Swing Line Lender the amount of principal, interest and Fees paid by the Borrower since the previous Settlement Date for the benefit of the Swing Line Lender. Such payments shall be made by wire transfer or by book balance to the Swing Line Lender’s account (as specified by the Swing Line Lender in Annex W or the applicable Assignment Agreement) not later than 3:00 p.m. (New York time) on each Settlement Date.

Advances; Payments. (Ai) The Administrative Agent shallshall notify Revolving Lenders, promptly after receipt of a Borrowing Request delivered in accordance with Section 2.03(a) Notice of Borrower and in any event prior to 2:00 p.m. (New York time) on the date such Borrowing Request notice is deemed received, by telecopy, telephone or other similar form of communication notify the Swing Line transmission. Each Revolving Lender or the Lenders, as applicable, of its receipt of a Borrowing Request relating to a request for Swing Line Advances or Revolving Credit Advances, as applicable, and (B) the Swing Line Lender or the Lenders, as applicable, shall make the amount of such Swing Line Lender's Pro Rata Share of such Revolving Credit Advance available to the Administrative Agent in same day funds by wire transfer to the Administrative Agent’s 's account as set forth in Annex W H not later than 3:00 p.m. (New York time) on the requested Advance Datefunding date, in the case of a Base Rate Loan, and not later than 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 Administrative Agent’s 's sole discretion in accordance with Section 2.03(c)discretion, before receipt of such wire transfers), subject to the terms hereof (includinghereof, without limitation, the satisfaction of the conditions precedent set forth in Section 3.02), the Administrative Agent shall make available the requested Revolving Credit Advance to the account Borrower designated by Borrower Representative in the Borrower on the Advance Date therefor, the lesser Notice of (x) the amount of the requested Borrowing and (y) the Funding AvailabilityBorrowing. All payments by each Revolving Lender under this Section 2.03(b)(i) shall be made without setoff, counterclaim or deduction of any kind. In the event Administrative 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 Administrative Agent in a timely manner in accordance with this Agreement, then the Lender or Lenders on whose behalf Administrative Agent makes such Advance shall repay the amount of such Advance to Administrative 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 Administrative Agent shall be entitled to retain for its account all interest accrued on such Advance until reimbursed by the applicable Revolving Lender. (ii) On the 2nd Business Day of each calendar week or more frequently at Administrative Agent's election (each, a "Settlement Date"), the Administrative Agent will shall advise each Lender (other than the Swing Line Lender) by telephone telephone, or telecopy of the amount of such Lender’s 's Pro Rata Share of principal, interest and Fees (to the extent payable to all Lenders) paid for the benefit of Lenders with respect to each Advanceapplicable Loan. Provided that such each Lender has made 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 Transaction Loan Documents as of such Settlement Date, the Administrative Agent will shall pay to each Lender such Lender’s 's Pro Rata Share of principal, interest and Fees (to the extent payable to all Lenders) with respect to each applicable Advance, paid by the Borrower Borrowers since the previous Settlement Date for the benefit of such Lender on the Revolving Loan held by it (promptly upon receipt by Administrative 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, Administrative Agent shall be entitled to set off the funding 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 's account (as specified by such Lender in Annex W H or the applicable Assignment Agreement) not later than 3:00 2:00 p.m. (New York time) on the next Business Day following each Settlement Date. (iii) On each Settlement Date, the Administrative Agent will advise the Swing Line Lender of the amount of principal, interest and Fees paid for the benefit of the Swing Line Lender with respect to the Swing Line Loan. The Administrative Agent will pay to the Swing Line Lender the amount of principal, interest and Fees paid by the Borrower since the previous Settlement Date for the benefit of the Swing Line Lender. Such payments shall be made by wire transfer or by book balance to the Swing Line Lender’s account (as specified by the Swing Line Lender in Annex W or the applicable Assignment Agreement) not later than 3:00 p.m. (New York time) on each Settlement Date.

Advances; Payments. (Ai) The Administrative Agent shallshall notify Lenders, promptly after receipt of a Borrowing Request delivered in accordance with Section 2.03(a) Notice of Revolving Advance and in any event prior to 2:00 3:00 p.m. (New York time) on the date such Borrowing Request Notice of Revolving Advance is deemed received, by telecopy, telephone or other similar form of communication notify the Swing Line transmission. Each Lender or the Lenders, as applicable, of its receipt of a Borrowing Request relating to a request for Swing Line Advances or Revolving Credit Advances, as applicable, and (B) the Swing Line Lender or the Lenders, as applicable, shall make the amount of such Swing Line Lender’s Pro Rata Share of such Revolving Credit Advance available to the Administrative Agent in same day funds by wire transfer to the Administrative Agent’s account as set forth in Annex W H not later than 3:00 4:00 p.m. (New York time) on the requested Advance Datefunding 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 sole discretion in accordance with Section 2.03(c)discretion, before receipt of such wire transfers), subject to the terms hereof (includinghereof, without limitation, the satisfaction of the conditions precedent set forth in Section 3.02), the Administrative Agent shall make available to the account designated by the Borrower on the Advance Date therefor, the lesser of (x) the amount of the requested Borrowing and (y) the Funding AvailabilityRevolving Credit Advance to Borrower. All payments by each Lender under this Section 2.03(b)(i) shall be made without setoff, counterclaim or deduction of any kind. (ii) On Not less than once during each calendar week or more frequently at Administrative Agent’s election (each, a “Settlement Date”), the Administrative Agent will shall advise each Lender (other than the Swing Line Lender) by telephone telephone, or telecopy of the amount of such Lender’s Pro Rata Share of principal, interest and Fees (to the extent payable to all Lenders) paid for the benefit of Lenders with respect to each Advanceapplicable Loan. Provided that such each Lender has made funded all payments and Advances required to be made by it and purchased all participations required to be purchased by it under this Agreement and the other Transaction Loan Documents as of such Settlement Date, the Administrative Agent will shall pay to each Lender such Lender’s Pro Rata Share of principal, interest and Fees (to the extent payable to all Lenders) with respect to each applicable Advance, paid by the 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, Administrative 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 Borrower. Such payments shall be made by wire transfer to such Lender’s account (as specified by such Lender in Annex W H or the applicable Assignment Agreement) not later than 3:00 2:00 p.m. (New York time) on the next Business Day following each Settlement Date. (iii) On each Settlement Date, the Administrative Agent will advise the Swing Line Lender of the amount of principal, interest and Fees paid for the benefit of the Swing Line Lender with respect to the Swing Line Loan. The Administrative Agent will pay to the Swing Line Lender the amount of principal, interest and Fees paid by the Borrower since the previous Settlement Date for the benefit of the Swing Line Lender. Such payments shall be made by wire transfer or by book balance to the Swing Line Lender’s account (as specified by the Swing Line Lender in Annex W or the applicable Assignment Agreement) not later than 3:00 p.m. (New York time) on each Settlement Date.

Advances; Payments. (Ai) The Administrative Agent shallshall notify Revolving Lenders, promptly after receipt of a Borrowing Request delivered in accordance with Section 2.03(a) Notice of Revolving Credit Advance and in any event prior to 2:00 1:00 p.m. (New York time) on the date such Borrowing Request Notice of Revolving Advance is deemed received, by telecopy, telephone or other similar form of communication notify the Swing Line transmission. Each Revolving Lender or the Lenders, as applicable, of its receipt of a Borrowing Request relating to a request for Swing Line Advances or Revolving Credit Advances, as applicable, and (B) the Swing Line Lender or the Lenders, as applicable, shall make the amount of such Swing Line Lender’s Pro Rata Share of such Revolving Credit Advance available to the Administrative Agent in same day funds by wire transfer to the Administrative Agent’s account as set forth in Annex W H not later than 3:00 p.m. (New York time) on the requested Advance Datefunding 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 sole discretion in accordance with Section 2.03(c)discretion, before receipt of such wire transfers), subject to the terms hereof (includinghereof, without limitation, the satisfaction of the conditions precedent set forth in Section 3.02), the Administrative Agent shall make available the requested Revolving Credit Advance to the account Borrower designated by Borrower Representative in the Borrower on the Advance Date therefor, the lesser Notice of (x) the amount of the requested Borrowing and (y) the Funding AvailabilityRevolving Credit Advance. All payments by each Revolving Lender under this Section 2.03(b)(i) shall be made without setoff, counterclaim or deduction of any kind. (ii) On Not less than once during each calendar week or more frequently at Agent’s election (each, a “Settlement Date”), the Administrative Agent will shall advise each Lender (other than the Swing Line Lender) by telephone telephone, or telecopy of the amount of such Lender’s Pro Rata Share of principal, interest and Fees (to the extent payable to all Lenders) paid for the benefit of Lenders with respect to each Advanceapplicable Loan. Provided that such each Lender has made 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 Transaction Loan Documents as of such Settlement Date, the Administrative Agent will shall pay to each Lender such Lender’s Pro Rata Share of principal, interest and Fees (to the extent payable to all Lenders) with respect to each applicable Advance, paid by the Borrower 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 W H or the applicable Assignment Agreement) not later than 3:00 2:00 p.m. (New York time) on the next Business Day following each Settlement Date. (iii) On each Settlement Date, the Administrative Agent will advise the Swing Line Lender of the amount of principal, interest and Fees paid for the benefit of the Swing Line Lender with respect to the Swing Line Loan. The Administrative Agent will pay to the Swing Line Lender the amount of principal, interest and Fees paid by the Borrower since the previous Settlement Date for the benefit of the Swing Line Lender. Such payments shall be made by wire transfer or by book balance to the Swing Line Lender’s account (as specified by the Swing Line Lender in Annex W or the applicable Assignment Agreement) not later than 3:00 p.m. (New York time) on each Settlement Date.

Advances; Payments. (Ai) The Administrative Revolving Lenders shall refund or participate in the Swing Line Loan in accordance with clauses (iii) and (iv) of Section 1.1(e). Agent shallshall notify Revolving Lenders, promptly after receipt of a Borrowing Request delivered in accordance with Section 2.03(a) Notice of Revolving Credit Advance and in any event prior to 2:00 1:00 p.m. (New York time) on the date such Borrowing Request Notice of Revolving Advance is deemed received, by telecopy, telephone or other similar form of communication notify the Swing Line transmission. Each Revolving Lender or the Lenders, as applicable, of its receipt of a Borrowing Request relating to a request for Swing Line Advances or Revolving Credit Advances, as applicable, and (B) the Swing Line Lender or the Lenders, as applicable, shall make the amount of such Swing Line Lender's Pro Rata Share of each Revolving Credit Advance available to the Administrative Agent in same day funds by wire transfer to the Administrative Agent’s 's account as set forth in Annex W H not later than 3:00 p.m. (New York time) on the requested Advance Datefunding 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 in accordance with Section 2.03(c)discretion, before receipt of such wire transfers), subject to the terms hereof (includinghereof, without limitation, the satisfaction of the conditions precedent set forth in Section 3.02), the Administrative Agent shall make available the requested Revolving Credit Advance to the account designated by the Borrower on the Advance Date therefor, the lesser of (x) the amount of the requested Borrowing and (y) the Funding AvailabilityBorrower. All payments by each Revolving Lender under this Section 2.03(b)(i) shall be made without setoff, counterclaim or deduction of any kind. (ii) On each Settlement Date, the Administrative Agent will advise each Lender (other than the Swing Line Lender) by telephone shall notify Term Lenders promptly after receipt of a Notice of Term Loan B Advance or telecopy promptly upon its receipt of the amount notice of such Lender’s Pro Rata Share of principal, interest and Fees (to the extent payable to all Lenders) paid for the benefit of Lenders with respect to each Advance. Provided that such Lender has made all payments required to be made by it and purchased all participations required to be purchased by it under this Agreement and the other Transaction Documents as of such Settlement Date, the Administrative Agent will pay to each Lender such Lender’s Pro Rata Share of principal, interest and Fees (to the extent payable to all Lenders) with respect to each applicable Advance, paid a payment by the Borrower since L/C Issuer under the previous Settlement Date for the benefit of that Lender. Such payments shall be made by wire transfer Litigation L/C, and in any event prior to such Lender’s account (as specified by such Lender in Annex W or the applicable Assignment Agreement) not later than 3:00 1:00 p.m. (New York time) on each Settlement Date. (iii) On each Settlement Datethe date a Notice of Term Loan B Advance is received or, in the Administrative Agent will advise case of a notice of payment under the Swing Line Litigation L/C prior to 1:00 p.m. on the Business Day next following the date of Agent's receipt of such notice. Any such notification to Term Lenders shall be by telecopy, telephone or other similar form of transmission. Each Term Lender of shall make the amount of principal, interest and Fees paid for the benefit such Lender's Pro Rata Share of the Swing Line Lender with respect Term Loan B or payment under the Litigation L/C available to the Swing Line Loan. The Administrative Agent will pay to the Swing Line Lender the amount of principal, interest and Fees paid in same day funds by the Borrower since the previous Settlement Date for the benefit of the Swing Line Lender. Such payments shall be made by wire transfer or by book balance to the Swing Line Lender’s account (as specified by the Swing Line Lender in Annex W or the applicable Assignment Agreement) not later than 3:00 p.m. (New York time) on each Settlement Date.wire

Advances; Payments. (Ai) The Administrative Agent shall, promptly after receipt of a Borrowing Request delivered in accordance with Section 2.03(a) and in any event prior to 2:00 p.m. (New York time) on the date such Borrowing Request is deemed received, by telecopy, telephone or other similar form of communication notify the Swing Line Each Lender or the Lenders, as applicable, of its receipt of a Borrowing Request relating to a request for Swing Line Advances or Revolving Credit Advances, as applicable, and (B) the Swing Line Lender or the Lenders, as applicable, shall make the amount of such Swing Line Lender's Commitment Percentage of each Advance available to the Administrative Agent in same day funds by wire transfer to the Administrative Agent’s 's account as set forth in Annex W D not later than 3:00 3:30 p.m. (New York Charlotte, NC time) on the requested funding date, in the case of a Prime Rate Option Advance Dateand not later than 10:00 a.m. (Charlotte, NC time) on the requested funding date in the case of a LIBOR Advance. After receipt of such wire transfers (or, in the Administrative Agent’s 's sole discretion in accordance with Section 2.03(c)discretion, before receipt of such wire transfers), subject to the terms hereof (includinghereof, without limitation, the satisfaction of the conditions precedent set forth in Section 3.02), the Administrative Agent shall make available the requested Advance to the account designated by the Borrower on the Advance Date therefor, the lesser of (x) the amount of the requested Borrowing and (y) the Funding AvailabilityBorrower. All payments by each Lender under this Section 2.03(b)(i) shall be made without setoff, counterclaim or deduction of any kind. (ii) On each day that payments are received with respect to the Loans (each, a "Settlement Date"), the Administrative Agent will advise each Lender (other than the Swing Line Lender) by telephone telephone, or telecopy of the amount of such Lender’s Pro Rata Share 's Commitment Percentage of principal, interest and Fees (to the extent payable to all Lenders) paid for the benefit of Lenders with respect to each Advanceapplicable Loan. Provided that such Lender has made all payments required to be made by it and has purchased all participations required to be purchased by it under this Agreement and the other Transaction Loan Documents as of such Settlement Date, the Administrative Agent will pay to each Lender such Lender’s Pro Rata Share 's Commitment Percentage of principal, interest and Fees (to the extent payable to all Lenders) with respect to each applicable Advance, paid by the Borrower since the previous Settlement Date for the benefit of that LenderLender on the Loans held by it. Such payments shall be made by wire transfer to such Lender’s 's account (as specified by such Lender in Annex W or the applicable Assignment Agreement) not later than 3:00 2:00 p.m. (New York Charlotte, NC time) on the next Business Day following each Settlement Date. (iii) On each Settlement Date, the Administrative Agent will advise the Swing Line Lender of the amount of principal, interest and Fees paid for the benefit of the Swing Line Lender with respect to the Swing Line Loan. The Administrative Agent will pay to the Swing Line Lender the amount of principal, interest and Fees paid by the Borrower since the previous Settlement Date for the benefit of the Swing Line Lender. Such payments shall be made by wire transfer or by book balance to the Swing Line Lender’s account (as specified by the Swing Line Lender in Annex W or the applicable Assignment Agreement) not later than 3:00 p.m. (New York time) on each Settlement Date.

Advances; Payments. (Ai) The Administrative Agent shall, shall notify Lenders promptly after receipt of a Notice of Borrowing Request delivered in accordance with Section 2.03(a) and in any event prior to 2:00 p.m. (New York time) on the date such Borrowing Request is deemed received, by telecopy, telephone or other similar form of communication notify the Swing Line Lender or the Lenders, as applicabletransmission, of its receipt each Lender's Pro Rata Share Advanced of a Borrowing Request relating to a request for Swing Line Advances or Revolving Credit Advancessuch Term Loan, as applicable, and (B) the Swing Line which shall not exceed such Lender's Pro Rata Share Available. Each Lender or the Lenders, as applicable, shall make the amount of such Swing Line Advance Lender's Pro Rata Share Advanced of such Term Loan available to the Administrative Agent in same day funds by wire transfer to the Administrative Agent’s 's account as set forth in Annex W E not later than 3:00 p.m. (New York time) on the requested Advance Datefunding date. After receipt of such wire transfers (or, in the Administrative Agent’s 's sole discretion in accordance with Section 2.03(c)discretion, before receipt of such wire transfers), subject to the terms hereof (includinghereof, without limitation, the satisfaction of the conditions precedent set forth in Section 3.02), the Administrative Agent shall make available the requested Term Loan to the account Borrower designated by Borrower Representative in the Borrower on the Advance Date therefor, the lesser Notice of (x) the amount of the requested Borrowing and (y) the Funding AvailabilityBorrowing. All payments by each Lender under this Section 2.03(b)(i) shall be made without setoff, counterclaim or deduction of any kind. (ii) On the second Business Day of each calendar month or more frequently at Agent's election (each, a "Settlement Date"), the Administrative Agent will shall advise each Lender (by telephone, telecopy or other than the Swing Line Lender) by telephone or telecopy similar form of transmission of the amount of such Lender’s 's Pro Rata Share Outstanding of principal, interest and Fees (to the extent payable to all Lenders) paid for the benefit of Lenders with respect to each Advanceapplicable Term Loan. Provided that such each Lender has made funded all payments or Term Loan advances required to be made by it and has purchased all participations required to be purchased by it under this Agreement and the other Transaction Loan Documents as of such Settlement Date, the Administrative Agent will shall pay to each Lender such Lender’s 's Pro Rata Share Outstanding of principal, interest and Fees (to the extent payable to all Lenders) with respect to each applicable Advance, paid by the Borrower Borrowers since the previous Settlement Date for the benefit of such Lender on the Term Loans held by it. To the extent that any Lender (a "Non-Funding Lender") has failed to fund all such payments and Term Loan 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 Outstanding 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 W E or the applicable Assignment Agreement) not later than 3:00 p.m. (New York time) on each the Settlement Date. (iii) On each Settlement Date, the Administrative Agent will advise the Swing Line Lender of the amount of principal, interest and Fees paid for the benefit of the Swing Line Lender with respect to the Swing Line Loan. The Administrative Agent will pay to the Swing Line Lender the amount of principal, interest and Fees paid by the Borrower since the previous Settlement Date for the benefit of the Swing Line Lender. Such payments shall be made by wire transfer or by book balance to the Swing Line Lender’s account (as specified by the Swing Line Lender in Annex W or the applicable Assignment Agreement) not later than 3:00 p.m. (New York time) on each Settlement Date.

Advances; Payments. (Ai) The Administrative Agent shallshall notify Revolving Lenders, promptly after receipt of a Borrowing Request delivered in accordance with Section 2.03(a) Notice of Revolving Advance and in any event prior to 2:00 1:00 p.m. (New York time) on the date such Borrowing Request Notice of Revolving Advance is deemed received, by telecopy, telephone or other similar form of communication notify the Swing Line transmission. Each Revolving Lender or the Lenders, as applicable, of its receipt of a Borrowing Request relating to a request for Swing Line Advances or Revolving Credit Advances, as applicable, and (B) the Swing Line Lender or the Lenders, as applicable, shall make the amount of such Swing Line Lender’s Pro Rata Share of such Revolving Credit Advance available to the Administrative Agent in same day funds by wire transfer to the Administrative Agent’s account as set forth in Annex W H not later than 3:00 p.m. (New York time) on the requested Advance Datefunding 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 sole discretion in accordance with Section 2.03(c)discretion, before receipt of such wire transfers), subject to the terms hereof (includinghereof, without limitation, the satisfaction of the conditions precedent set forth in Section 3.02), the Administrative Agent shall make available to the account designated by the Borrower on the Advance Date therefor, the lesser of (x) the amount of the requested Borrowing and (y) the Funding AvailabilityRevolving Credit Advance to Borrowers. All payments by each Revolving Lender under this Section 2.03(b)(i) shall be made without setoff, counterclaim or deduction of any kind. (ii) On Not less than once during each calendar week or more frequently at Agent’s election (each, a “Settlement Date”), the Administrative Agent will shall advise each Lender (other than the Swing Line Lender) by telephone telephone, or telecopy of the amount of such Lender’s Pro Rata Share of principal, interest and Fees (to the extent payable to all Lenders) paid for the benefit of Lenders with respect to each Advanceapplicable Loan. Provided that such each Lender has made funded all payments and Advances required to be made by it and purchased all participations required to be purchased by it under this Agreement and the other Transaction Loan Documents as of such Settlement Date, the Administrative Agent will shall pay to each Lender such Lender’s Pro Rata Share of principal, interest and Fees (to the extent payable to all Lenders) with respect to each applicable Advance, paid by the Borrower 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 W H or the applicable Assignment Agreement) not later than 3:00 2:00 p.m. (New York time) on the next Business Day following each Settlement Date. (iii) On each Settlement Date, the Administrative Agent will advise the Swing Line Lender of the amount of principal, interest and Fees paid for the benefit of the Swing Line Lender with respect to the Swing Line Loan. The Administrative Agent will pay to the Swing Line Lender the amount of principal, interest and Fees paid by the Borrower since the previous Settlement Date for the benefit of the Swing Line Lender. Such payments shall be made by wire transfer or by book balance to the Swing Line Lender’s account (as specified by the Swing Line Lender in Annex W or the applicable Assignment Agreement) not later than 3:00 p.m. (New York time) on each Settlement Date.

Advances; Payments. (Ai) The Lenders shall refund or participate in the Swing Line Loan in accordance with clauses (iii) and (iv) of Section 1.1(b). If the Swing Line Lender declines to make a Swing Line Loan or if the Swing Line Availability is zero, Administrative Agent shallshall notify the other Agent and Lenders, promptly after receipt of a Borrowing Request delivered in accordance with Section 2.03(a) Notice of Revolving Credit Advance and in any event prior to 2:00 1:00 p.m. (New York time) on the date such Borrowing Request Notice of Revolving Credit Advance is deemed received, by telecopy, telephone or other similar form of communication notify the Swing Line transmission. Each Lender or the Lenders, as applicable, of its receipt of a Borrowing Request relating to a request for Swing Line Advances or Revolving Credit Advances, as applicable, and (B) the Swing Line Lender or the Lenders, as applicable, shall make the amount of such Swing Line Lender's Pro Rata Share of each Revolving Credit Advance available to the Administrative Agent in same day funds by wire transfer to the Administrative Agent’s 's account as set forth in Annex W H not later than 3:00 p.m. (New York time) on the requested Advance Datefunding 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 in accordance with Section 2.03(c)discretion, before receipt of such wire transfers), subject to the terms hereof (includinghereof, without limitation, the satisfaction of the conditions precedent set forth in Section 3.02), the Administrative Agent shall make available the requested Revolving Credit Advance to the account Borrower designated by Borrower Representative in the Borrower on the Advance Date therefor, the lesser Notice of (x) the amount of the requested Borrowing and (y) the Funding AvailabilityRevolving Credit Advance. All payments by each Lender under this Section 2.03(b)(i) shall be made without setoff, counterclaim or deduction of any kind. (ii) On the second (2nd) Business Day of each calendar week or more frequently 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"), the Administrative Agent will advise each Lender (other than the Swing Line Lender) by telephone telephone, or telecopy of the amount of such Lender’s 's Pro Rata Share of principal, interest and Fees (to the extent payable to all Lenders) paid for the benefit of Lenders with respect to each Advanceapplicable Loan. Provided that such Lender has made all payments required to be made by it and has purchased all participations required to be purchased by it under this Agreement and the other Transaction Loan Documents as of such Settlement Date, the Administrative Agent will pay to each Lender such Lender’s 's Pro Rata Share of principal, interest and Fees (to the extent payable to all Lenders) with respect to each applicable Advance, paid by the Borrower Borrowers since the previous Settlement Date for the benefit of that LenderLender on the Loans held by it. Such payments shall be made by wire transfer to such Lender’s 's account (as specified by such Lender in Annex W H or the applicable Assignment Agreement) not later than 3:00 2:00 p.m. (New York time) on the next Business Day following each Settlement Date. (iii) On each Settlement Date, the Administrative Agent will advise the Swing Line Lender of the amount of principal, interest and Fees paid for the benefit of the Swing Line Lender with respect to the Swing Line Loan. The Administrative Agent will pay to the Swing Line Lender the amount of principal, interest and Fees paid by the Borrower since the previous Settlement Date for the benefit of the Swing Line Lender. Such payments shall be made by wire transfer or by book balance to the Swing Line Lender’s account (as specified by the Swing Line Lender in Annex W or the applicable Assignment Agreement) not later than 3:00 p.m. (New York time) on each Settlement Date.

Advances; Payments. (Ai) The Administrative Agent shall, promptly after receipt of a Borrowing Request delivered in accordance with Section 2.03(a) and in any event prior to 2:00 p.m. (New York time) on the date such Borrowing Request is deemed received, by telecopy, telephone or other similar form of communication notify the Swing Line Each Lender or the Lenders, as applicable, of its receipt of a Borrowing Request relating to a request for Swing Line Advances or Revolving Credit Advances, as applicable, and (B) the Swing Line Lender or the Lenders, as applicable, shall make the amount of such Swing Line Lender’s Pro Rata Share of any Advance available to the Administrative Agent in same day funds by wire transfer to the Administrative Agent’s account as set forth in Annex W H not later than 3:00 p.m. 11:00 a.m. (New York time) on the requested Advance Funding Date. After receipt of such wire transfers (or, in the Administrative Agent’s sole discretion in accordance with Section 2.03(c)discretion, before receipt of such wire transfers), subject to the terms hereof (includinghereof, without limitation, the satisfaction of the conditions precedent set forth in Section 3.02), the Administrative Agent shall make available the requested Advance to the account Borrower designated by Borrower Representative in the Borrower on the Advance Date therefor, the lesser Notice of (x) the amount of the requested Borrowing and (y) the Funding AvailabilityAdvance. All payments by each Lender under this Section 2.03(b)(i) shall be made without setoff, counterclaim or deduction of any kind. (ii) On Not less than once during each calendar week or more frequently at Agent’s election (each, a “Settlement Date”), the Administrative Agent will shall advise each Lender (other than the Swing Line Lender) by telephone telephone, or telecopy of the amount of such Lender’s Pro Rata Share of principal, interest and Fees (to the extent payable to all Lenders) paid for the benefit of Lenders with respect to each Advancethe Term Loan. Provided that such each Lender has made 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 Transaction Loan Documents as of such Settlement Date, the Administrative Agent will shall pay to each Lender such Lender’s Pro Rata Share of principal, interest and Fees (to the extent payable to all Lenders) with respect to each applicable Advance, paid by the Borrower Borrowers since the previous Settlement Date for the benefit of such Lender on the 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 W H or the applicable Assignment Agreement) not later than 3:00 2:00 p.m. (New York time) on the next Business Day following each Settlement Date. (iii) On each Settlement Date, the Administrative Agent will advise the Swing Line Lender of the amount of principal, interest and Fees paid for the benefit of the Swing Line Lender with respect to the Swing Line Loan. The Administrative Agent will pay to the Swing Line Lender the amount of principal, interest and Fees paid by the Borrower since the previous Settlement Date for the benefit of the Swing Line Lender. Such payments shall be made by wire transfer or by book balance to the Swing Line Lender’s account (as specified by the Swing Line Lender in Annex W or the applicable Assignment Agreement) not later than 3:00 p.m. (New York time) on each Settlement Date.

Advances; Payments. (A) The Administrative Agent shall, promptly after receipt of a Borrowing Request delivered in accordance with Section 2.03(a2.3(a) and in any event prior to 2:00 p.m. 11:00 a.m. (New York time) on the date such Borrowing Request is deemed received, by telecopy, telephone or other similar form of communication notify the Swing Line Lender or the Lenders, as applicable, of its receipt of a Borrowing Request relating to a request for Revolving Credit Advances or Swing Line Advances or Revolving Credit Advances, as applicable, and (B) subject to the terms hereof (including, without limitation, the satisfaction of the conditions precedent set forth in Section 3.2), each applicable Lender shall make its required portion of such Revolving Credit Advance or Swing Line Lender or the LendersAdvance, as applicable, shall make the amount of such Swing Line Advance available to the Administrative Agent in same day funds by wire transfer to the Administrative Agent’s account as set forth in Annex W not later than 3:00 p.m. (New York time) on the requested Advance Date. After receipt of such wire transfers (or, in the Administrative Agent’s sole discretion in accordance with Section 2.03(c2.3(c), before receipt of such wire transfers), subject to the terms hereof (including, without limitation, the satisfaction of the conditions precedent set forth in Section 3.02), 3.2) the Administrative Agent shall make available to the account designated by the Borrower on the Advance Date therefor, the lesser of (x) the amount of the requested Borrowing and (y) the Funding Availability. All payments by each Lender under this Section 2.03(b)(i2.3(b)(i) shall be made without setoffset-off, counterclaim or deduction of any kind. (ii) On each Settlement Date, the Administrative Agent will advise each Lender (other than the Swing Line Lender) by telephone or telecopy of the amount of such Lender’s Pro Rata Share of principal, interest and Fees (to the extent payable to all Lenders) paid for the benefit of Lenders with respect to each Advance. Provided that such Lender has made all payments required to be made by it and purchased all participations required to be purchased by it under this Agreement and the other Transaction Documents as of such Settlement Date, the Administrative Agent will pay to each Lender such Lender’s Pro Rata Share of principal, interest and interest, Fees (to the extent payable to all Lenders) and other amounts with respect to each applicable Advance, paid by the Borrower since the previous Settlement Date for the benefit of that Lender. Such payments shall be made by wire transfer to such Lender’s account (as specified by such Lender in Annex W or the applicable Assignment Agreement) not later than 3:00 p.m. (New York time) on each Settlement Date. (iii) On each Settlement Date, the Administrative Agent will advise the Swing Line Lender of the amount of principal, interest and Fees paid for the benefit of the Swing Line Lender with respect to the Swing Line LoanAdvance. The Administrative Agent will pay to the Swing Line Lender the amount of principal, interest and Fees paid by the Borrower since the previous Settlement Date for the benefit of the Swing Line Lender. Such payments shall be made by wire transfer or by book balance to the Swing Line Lender’s account (as specified by the Swing Line Lender in Annex W or the applicable Assignment AgreementLender) not later than 3:00 p.m. (New York time) on each Settlement Date. (iv) The Borrower shall have the option to (i) request that any Swing Line Advance or Revolving Credit Advance be made as a LIBOR Rate Advance, (ii) convert at any time all or any part of the outstanding Revolving Credit Advances (but not any Swing Line Advances) from LIBOR Rate Advances to Index Rate Advances, (iii) convert any outstanding Index Rate Advances to LIBOR Rate Advances (if such conversion is made prior to the expiration of the Interest Period applicable thereto) or (iv) continue all or any portion of any Advances as a LIBOR Rate Advances upon expiration of the applicable Interest Period. Any such election must be made by Borrower by 2:00 p.m. on the third Business Day prior to (1) the date of any proposed Swing Line Advance or Revolving Credit Advance which is to be a LIBOR Rate Advance, (2) the end of each Interest Period with respect to any LIBOR Rate Advance to be continued as such, or (3) the date on which the Borrower wishes to convert any Index Rate Advance to a LIBOR Rate Advance. If no election is received with respect to a LIBOR Rate Advance by 2:00 p.m. on the third Business Day prior to the end of the Interest Period with respect thereto, that LIBOR Rate Advance shall be converted to an Index Rate Advance at the end of its Interest Period. The Borrower must make such election by notice to the Administrative Agent in writing. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 2.3(b)(iv) or in a writing in any other form acceptable to the Administrative Agent. No Swing Line Advance or Revolving Credit Advance shall be made, converted into or continued as a LIBOR Rate Advance, if each condition to such type of Advance hereunder at the time of such proposed conversion or continuation is not satisfied or Administrative Agent or Lenders have determined not to make or continue any Advance as a LIBOR Rate Advance as a result thereof.

Advances; Payments. (Ai) The Lenders shall refund or participate in ------------------ the Swing Line Loan in accordance with clauses (iii) and (iv) of Section 1.1(b). If the Swing Line Lender declines to make a Swing Line Loan or if the Swing Line Availability is zero, Administrative Agent shallshall notify the other Agent and Lenders, promptly after receipt of a Borrowing Request delivered in accordance with Section 2.03(a) Notice of Revolving Credit Advance and in any event prior to 2:00 1:00 p.m. (New York time) on the date such Borrowing Request Notice of Revolving Credit Advance is deemed received, by telecopy, telephone or other similar form of communication notify the Swing Line transmission. Each Lender or the Lenders, as applicable, of its receipt of a Borrowing Request relating to a request for Swing Line Advances or Revolving Credit Advances, as applicable, and (B) the Swing Line Lender or the Lenders, as applicable, shall make the amount of such Swing Line Lender's Pro Rata Share of each Revolving Credit Advance available to the Administrative Agent in same day funds by wire transfer to the Administrative Agent’s 's account as set forth in Annex W H not later than 3:00 p.m. (New York time) on the requested Advance Datefunding ------- 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 in accordance with Section 2.03(c)discretion, before receipt of such wire transfers), subject to the terms hereof (includinghereof, without limitation, the satisfaction of the conditions precedent set forth in Section 3.02), the Administrative Agent shall make available the requested Revolving Credit Advance to the account Borrower designated by Borrower Representative in the Borrower on the Advance Date therefor, the lesser Notice of (x) the amount of the requested Borrowing and (y) the Funding AvailabilityRevolving Credit Advance. All payments by each Lender under this Section 2.03(b)(i) shall be made without setoff, counterclaim or deduction of any kind. (ii) On the second (2nd) Business Day of each Settlement Date, calendar week or more frequently as aggregate cumulative payments in excess of $2,000,000 are received with respect to the Administrative Agent will advise each Lender Loans (other than the Swing Line LenderLoan) (each, a "Settlement Date"), Administrative Agent 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 (to the extent payable to all Lenders) paid for the benefit of Lenders with respect to each Advanceapplicable Loan. Provided that such Lender has made all payments required to be made by it and has purchased all participations required to be purchased by it under this Agreement and the other Transaction Loan Documents as of such Settlement Date, the Administrative Agent will pay to each Lender such Lender’s 's Pro Rata Share of principal, interest and Fees (to the extent payable to all Lenders) with respect to each applicable Advance, paid by the Borrower Borrowers since the previous Settlement Date for the benefit of that LenderLender on the Loans held by it. Such payments shall be made by wire transfer to such Lender’s 's account (as specified by such Lender in Annex W H or the applicable Assignment Agreement) not later than 3:00 ------- 2:00 p.m. (New York time) on the next Business Day following each Settlement Date. (iii) On each Settlement Date, the Administrative Agent will advise the Swing Line Lender of the amount of principal, interest and Fees paid for the benefit of the Swing Line Lender with respect to the Swing Line Loan. The Administrative Agent will pay to the Swing Line Lender the amount of principal, interest and Fees paid by the Borrower since the previous Settlement Date for the benefit of the Swing Line Lender. Such payments shall be made by wire transfer or by book balance to the Swing Line Lender’s account (as specified by the Swing Line Lender in Annex W or the applicable Assignment Agreement) not later than 3:00 p.m. (New York time) on each Settlement Date.

Advances; Payments. (Ai) The Administrative U.S. Revolving Lenders shall refund or participate in the U.S. Swing Line Loan in accordance with Section 1.1. If the U.S. Swing Line Lender declines to make a U.S. Swing Line Loan or if U.S. Swing Line Availability is zero, Agent shallshall notify U.S. Revolving Lenders, promptly after receipt of a Borrowing Request delivered in accordance with Section 2.03(a) U.S. Notice of Revolving Credit Advance and in any event prior to 2:00 1:00 p.m. (New York City time) on the date such Borrowing Request U.S. Notice of Revolving Advance is deemed received, by telecopy, telephone or other similar form of communication notify the Swing Line transmission. Each U.S. Revolving Lender or the Lenders, as applicable, of its receipt of a Borrowing Request relating to a request for Swing Line Advances or Revolving Credit Advances, as applicable, and (B) the Swing Line Lender or the Lenders, as applicable, shall make the amount of such Swing Line Lender's Pro Rata Share of such U.S. Revolving Credit Advance available to the Administrative Agent in same day funds by wire transfer to the Administrative Agent’s 's account as set forth in Annex W H not later than 3:00 p.m. (New York City time) on the requested Advance Datefunding date, in the case of an Index Rate Loan, and not later than noon (New York City 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 in accordance with Section 2.03(c)discretion, before receipt of such wire transfers), subject to the terms hereof (includinghereof, without limitation, the satisfaction of the conditions precedent set forth in Section 3.02), the Administrative Agent shall make available to the account designated by the Borrower on the Advance Date therefor, the lesser of (x) the amount of the requested Borrowing and (y) the Funding AvailabilityRevolving Credit Advance to U.S. Borrower. All payments by each U.S. Revolving Lender under this Section 2.03(b)(i) shall be made without setoff, counterclaim or deduction of any kind. (ii) On Not less than once during each calendar week or more frequently at Agent's election (each, a "Settlement Date"), the Administrative Agent will Agent, shall advise each applicable Lender (other than the Swing Line Lender) by telephone telephone, or telecopy of the amount of such Lender’s 's Pro Rata Share of principal, interest and Fees (to the extent payable to all Lenders) paid for the benefit of applicable Lenders with respect to each Advanceapplicable Loan. Provided that such each Lender has made 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 Transaction Loan Documents as of such Settlement Date, the Administrative Agent will shall pay to each such Lender such Lender’s 's Pro Rata Share of principal, interest and Fees (to the extent payable to all Lenders) with respect to each applicable Advance, paid by the Borrower Borrowers since the previous Settlement Date for the benefit of such Lender on the applicable 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 W H or the applicable Assignment Agreement) not later than 3:00 2:00 p.m. (New York City time) on the next Business Day following each Settlement Date. (iii) On each Settlement Date, the Administrative Agent will advise the Swing Line Lender of the amount of principal, interest and Fees paid for the benefit of the Swing Line Lender with respect to the Swing Line Loan. The Administrative Agent will pay to the Swing Line Lender the amount of principal, interest and Fees paid by the Borrower since the previous Settlement Date for the benefit of the Swing Line Lender. Such payments shall be made by wire transfer or by book balance to the Swing Line Lender’s account (as specified by the Swing Line Lender in Annex W or the applicable Assignment Agreement) not later than 3:00 p.m. (New York time) on each Settlement Date.

Advances; Payments. (Ai) The Administrative Revolving Lenders shall refund or ------------------ participate in the Swing Line Loan in accordance with clauses (iii) and (iv) ------------- ---- of Section 1.1(b). If the Swing Line Lender declines to make a Swing Line -------------- Loan or if Swing Line Availability is zero, Agent shallshall notify Revolving Lenders, promptly after receipt of a Borrowing Request delivered in accordance with Section 2.03(a) Notice of Revolving Advance and in any event prior to 2:00 p.m. (New York time) on the date such Borrowing Request Notice of Revolving Advance is deemed received, by telecopyfacsimile, telephone or other similar form of communication notify the Swing Line transmission. Each Revolving Lender or the Lenders, as applicable, of its receipt of a Borrowing Request relating to a request for Swing Line Advances or Revolving Credit Advances, as applicable, and (B) the Swing Line Lender or the Lenders, as applicable, shall make the amount of such Swing Line Lender's Pro Rata Share of such Revolving Credit Advance available to the Administrative Agent in same day funds by wire transfer to the Administrative Agent’s 's account as set forth in Annex W I not ------- later than 3:00 p.m. (New York time) on the requested Advance Datefunding 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 in accordance with Section 2.03(c)discretion, before receipt of such wire transfers), subject to the terms hereof (includinghereof, without limitation, the satisfaction of the conditions precedent set forth in Section 3.02), the Administrative Agent shall make available to the account designated by the Borrower on the Advance Date therefor, the lesser of (x) the amount of the requested Borrowing and (y) the Funding AvailabilityRevolving Credit Advance to Borrower. All payments by each Revolving Lender under this Section 2.03(b)(i) shall be made without setoff, counterclaim or deduction of any kind. (ii) On the second (2nd) Business Day of each Settlement Date, calendar week or more frequently as aggregate cumulative payments in excess of $5,000,000 are received with respect to the Administrative Agent will advise each Lender Loans (other than the Swing Line LenderLoan) (each, a "Settlement Date"), Agent will advise each Lender by telephone telephone, or telecopy facsimile --------------- of the amount of such Lender’s 's Pro Rata Share of principal, interest and Fees (to the extent payable to all Lenders) paid for the benefit of Lenders with respect to each Advanceapplicable Loan. Provided that such Lender has made funded all payments and Advances required to be made by it and purchased all participations required to be purchased by it under this Agreement and the other Transaction Loan Documents as of such Settlement Date, the Administrative Agent will pay to each Lender such Lender’s 's Pro Rata Share of principal, interest and Fees (to the extent payable to all Lenders) with respect to each applicable Advance, paid by the Borrower since the previous Settlement Date for the benefit of 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 Borrower. Such payments shall be made by wire transfer to such Lender’s 's account (as specified by such Lender in Annex W I or the applicable Assignment Agreement) ------- not later than 3:00 2:00 p.m. (New York time) on the next Business Day following each Settlement Date. (iii) On each Settlement Date, the Administrative Agent will advise the Swing Line Lender of the amount of principal, interest and Fees paid for the benefit of the Swing Line Lender with respect to the Swing Line Loan. The Administrative Agent will pay to the Swing Line Lender the amount of principal, interest and Fees paid by the Borrower since the previous Settlement Date for the benefit of the Swing Line Lender. Such payments shall be made by wire transfer or by book balance to the Swing Line Lender’s account (as specified by the Swing Line Lender in Annex W or the applicable Assignment Agreement) not later than 3:00 p.m. (New York time) on each Settlement Date.

Advances; Payments. (A) The Administrative Agent shall, promptly after receipt of a Borrowing Request delivered in accordance with Section 2.03(a) and in any event prior to 2:00 p.m. 12:00 noon (New York time) on the date such Borrowing Request is deemed received, by telecopy, telephone or other similar form of communication notify (i) the Swing Line Lender or the Lenders, as applicable, of its receipt of a Borrowing Request relating to a request for Swing Line Advances or (ii) the Lenders of its receipt of a Borrowing Request relating to a request for Revolving Credit Advances, as applicable, and (B) (i) the Swing Line Lender (in the case of Swing Line Advance) or (ii) the Lenders, as applicable, Lenders (in the case of Revolving Credit Advances) shall make the amount of such Swing Line Advance or Revolving Credit Advances, as applicable, available to the Administrative Agent in same day funds by wire transfer to the Administrative Agent’s account as set forth in Annex W not later than 3:00 p.m. (New York time) on the requested Advance Date. After receipt of such wire transfers (or, in the Administrative Agent’s sole discretion in accordance with Section 2.03(c), before receipt of such wire transfers), subject to the terms hereof (including, without limitation, the satisfaction of the conditions precedent set forth in Section 3.02), the Administrative Agent shall make available to the Borrower by deposit into the Borrower Account (or, with the Administrative Agent’s consent, any other account designated by the Borrower Borrower) (or, in the case of Revolving Credit Advances made pursuant to Section 2.11(b)(ii), shall apply in accordance with such Section) on the Advance Date therefor, the lesser of (x) the amount of the requested Borrowing and (y) (i) in the case of any requested Swing Line Advance, the amount of Swing Line Availability and (ii) in the case of any requested Revolving Credit Advances, the amount of Funding Availability. All payments by each Lender under this Section 2.03(b)(i) shall be made without setoff, counterclaim or deduction of any kind. (ii) On each Settlement Date, the Administrative Agent will advise each Lender (other than the Swing Line Lender) by telephone or telecopy of the amount of such Lender’s Pro Rata Share of principal, interest and Fees (to the extent payable to all Lenders) paid for the benefit of Lenders with respect to each applicable Revolving Credit Advance. Provided that such Lender has made all payments required to be made by it and purchased all participations required to be purchased by it under this Agreement and the other Transaction Related Documents as of such Settlement Date, the Administrative Agent will pay to each Lender such Lender’s Pro Rata Share of principal, interest and Fees (to the extent payable to all Lenders) with respect to each applicable Revolving Credit Advance, paid by the Borrower since the previous Settlement Date for the benefit of that Lender. Such payments shall be made by wire transfer to such Lender’s account (as specified by such Lender in Annex W or the applicable Assignment Agreement) not later than 3:00 p.m. (New York time) on each Settlement Date. (iii) On each Settlement Date, the Administrative Agent will advise the Swing Line Lender of the amount of principal, interest and Fees paid for the benefit of the Swing Line Lender with respect to the Swing Line Loan. The Administrative Agent will pay to the Swing Line Lender the amount of principal, interest and Fees paid by the Borrower since the previous Settlement Date for the benefit of the Swing Line Lender. Such payments shall be made by wire transfer or by book balance to the Swing Line Lender’s account (as specified by the Swing Line Lender in Annex W or the applicable Assignment Agreement) not later than 3:00 p.m. (New York time) on each Settlement Date.

Advances; Payments. (Ai) The Administrative Agent shall, promptly after receipt of a Borrowing Request delivered in accordance with Section 2.03(a) and in any event prior to 2:00 p.m. (New York time) on the date such Borrowing Request is deemed received, by telecopy, telephone or other similar form of communication notify the Swing Line Each Lender or the Lenders, as applicable, of its receipt of a Borrowing Request relating to a request for Swing Line Advances or Revolving Credit Advances, as applicable, and (B) the Swing Line Lender or the Lenders, as applicable, shall make the amount of such Swing Line Advance Lender's Pro Rata Share of each advance of a Loan hereunder available to the Administrative Agent in same day immediately available funds by wire transfer to the Administrative Agent’s 's account as set forth in Annex W H not later than 3:00 1:00 p.m. (New York time) on the requested Advance Datefunding date. After receipt of such wire transfers (or, in the Administrative Agent’s 's sole discretion in accordance with Section 2.03(c)discretion, before receipt of such wire transfers), subject to the terms hereof (includinghereof, without limitation, the satisfaction of the conditions precedent set forth in Section 3.02), the Administrative Agent shall make available to the account designated by the Borrower on the Advance Date therefor, the lesser of (x) the amount of the requested Borrowing and (y) the Funding Availabilityadvance to Borrower. All such payments by each Lender under this Section 2.03(b)(i) shall be made without setoff, counterclaim or deduction of any kind. (ii) On each Settlement Date, the Administrative Agent will shall advise each Lender (other than the Swing Line Lender) by telephone telephone, or telecopy of the amount of such Lender’s 's Pro Rata Share of principal, interest and Fees (to the extent payable to all Lenders) paid for the benefit of Lenders with respect to each Advanceapplicable Loan within two (2) Business Days of the receipt of same (each a "Settlement Date"). Provided that such each Lender has made funded all payments and advances required to be made by it and purchased all participations required to be purchased by it under this Agreement and the other Transaction Loan Documents as of such Settlement Date, the Administrative Agent will shall pay to each Lender such Lender’s 's Pro Rata Share of principal, interest and Fees (to the extent payable to all Lenders) with respect to each applicable Advance, paid by the 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 Borrower. Such payments shall be made by wire transfer to such Lender’s 's account (as specified by such Lender in Annex W H or the applicable Assignment Agreement) not later than 3:00 2:00 p.m. (New York time) on the next Business Day following each Settlement Date. (iii) On each Settlement Date, the Administrative Agent will advise the Swing Line Lender of the amount of principal, interest and Fees paid for the benefit of the Swing Line Lender with respect to the Swing Line Loan. The Administrative Agent will pay to the Swing Line Lender the amount of principal, interest and Fees paid by the Borrower since the previous Settlement Date for the benefit of the Swing Line Lender. Such payments shall be made by wire transfer or by book balance to the Swing Line Lender’s account (as specified by the Swing Line Lender in Annex W or the applicable Assignment Agreement) not later than 3:00 p.m. (New York time) on each Settlement Date.

Advances; Payments. (Ai) The Administrative Each Group Agent shall, promptly after receipt of a Borrowing Request delivered in accordance with Section 2.03(a) and in any event prior to 2:00 p.m. 12:00 noon (New York time) on the date such Borrowing Request is deemed received, by telecopy, telephone or other similar form of communication notify the Swing Line each Lender or the Lenders, as applicable, in its Lender Group of its receipt of a Borrowing Request relating to a request for Swing Line Advances or Revolving Credit AdvancesRequest. On each Advance Date, as applicable, and (B) each applicable Lender shall remit its share of the Swing Line Lender or the Lenders, as applicable, shall make the aggregate amount of such Swing Line the Advance available requested by the Borrower to the Administrative account of its related Group Agent in same day funds specified therefor to such Lender by 12:00 noon (New York City time) by wire transfer to the Administrative Agent’s account as set forth in Annex W not later than 3:00 p.m. (New York time) on the requested Advance Dateof same day funds. After receipt of such wire transfers (or, in the Administrative each Group Agent’s sole discretion in accordance with Section 2.03(c), before receipt of such wire transfers), subject to the terms hereof (including, without limitation, the satisfaction of the conditions precedent set forth in Section 3.02), the Administrative each Group Agent shall make available to the Borrower by deposit into the account designated specified by the Borrower on the Advance Date therefor, the applicable Lender Group Percentage of the lesser of (x) the amount of the requested Borrowing and (y) the Funding Availability. All payments by each Lender under this Section 2.03(b)(i) shall be made without setoff, counterclaim or deduction of any kind. (ii) On each Settlement Interest Payment Date, the Administrative each Group Agent will advise each Lender (other than the Swing Line Lender) by telephone or telecopy of the amount of such Lender’s Pro Rata Share share of principal, interest and Fees (to the extent payable to all Lenders) paid for the benefit of Lenders with respect to each applicable Advance. Provided that such Lender has made all payments required to be made by it and purchased all participations required to be purchased by it under this Agreement and the other Transaction Related Documents as of such Settlement Interest Payment Date, the Administrative each Group Agent will pay to each Lender in its Lender Group such Lender’s Pro Rata Share share of principal, interest and Fees (to the extent payable to all Lenders) with respect to each applicable Advance, paid by the Borrower since the previous Settlement Interest Payment Date for the benefit of that Lender. Such payments shall be made by wire transfer to such Lender’s account (as specified by such Lender in Annex W or the applicable Assignment AgreementLender) not later than 3:00 1:00 p.m. (New York time) on each Settlement Interest Payment Date. (iii) On each Settlement Date, the Administrative Agent will advise the Swing Line Lender of the amount of principal, interest and Fees paid for the benefit of the Swing Line Lender with respect to the Swing Line Loan. The Administrative Agent will pay to the Swing Line Lender the amount of principal, interest and Fees paid by the Borrower since the previous Settlement Date for the benefit of the Swing Line Lender. Such payments shall be made by wire transfer or by book balance to the Swing Line Lender’s account (as specified by the Swing Line Lender in Annex W or the applicable Assignment Agreement) not later than 3:00 p.m. (New York time) on each Settlement Date.

Advances; Payments. (Ai) The Administrative Lenders shall refund or participate in the Swing Line Loan in accordance with clauses (iii) and (iv) of Section 1.1(b). If the Swing Line Lender declines to make a Swing Line Loan or if Swing Line Availability is zero, Agent shallshall notify Lenders, promptly after receipt of a Borrowing Request delivered in accordance with Section 2.03(a) Notice of Credit Advance and in any event prior to 2:00 1:00 p.m. (New York time) on the date such Borrowing Request Notice of a Credit Advance is deemed received, by telecopyfax, telephone or other similar form of communication notify the Swing Line transmission. Each Lender or the Lenders, as applicable, of its receipt of a Borrowing Request relating to a request for Swing Line Advances or Revolving Credit Advances, as applicable, and (B) the Swing Line Lender or the Lenders, as applicable, shall make the amount of such Swing Line Lender’s Pro Rata Share of a Revolving Credit Advance available to the Administrative Agent in same day funds by wire transfer to the Administrative Agent’s account as set forth in Annex W D not later than 3:00 p.m. (New York time) on the requested Advance DateFunding Date in the case of 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 Loan. After receipt of such wire transfers (or, in the Administrative Agent’s sole discretion in accordance with Section 2.03(c)discretion, before receipt of such wire transfers), subject to the terms hereof (includinghereof, without limitation, the satisfaction of the conditions precedent set forth in Section 3.02), the Administrative Agent shall make available the requested Revolving Credit Advance to the account a Borrower as designated by such Borrower in the Borrower on the Advance Date therefor, the lesser Notice of (x) the amount of the requested Borrowing and (y) the Funding AvailabilityCredit Advance. All payments by each Lender under this Section 2.03(b)(i) shall be made without setoff, counterclaim or deduction of any kind. (ii) On each Settlement Date, To the Administrative Agent will advise each extent that any Lender (other than the Swing Line a “Non-Funding Lender”) by telephone or telecopy of the amount of such Lender’s Pro Rata Share of principal, interest and Fees (has failed to the extent payable to all Lenders) paid for the benefit of Lenders with respect to each Advance. Provided that such Lender has made all payments required to be made fund any payment owed by it and purchased all participations to Agent under this Agreement or Advances or failed to fund the purchase of any participation required to be purchased by it under this Agreement and Agreement, Agent shall be entitled to set off the other Transaction Documents as of such Settlement Date, the Administrative Agent will pay to each Lender such funding shortfall against that Non-Funding Lender’s Pro Rata Share of principal, interest and Fees (to the extent payable to all Lenders) with respect to each applicable Advance, paid by the Borrower since the previous Settlement Date for the benefit of that Lender. Such payments shall be made by wire transfer to such Lender’s account (as specified by such Lender in Annex W or the applicable Assignment Agreement) not later than 3:00 p.m. (New York time) on each Settlement Datereceived from Borrowers. (iii) On each Settlement Date, the Administrative Agent will advise the Swing Line Lender of the amount of principal, interest and Fees paid for the benefit of the Swing Line Lender with respect to the Swing Line Loan. The Administrative Agent will pay to the Swing Line Lender the amount of principal, interest and Fees paid by the Borrower since the previous Settlement Date for the benefit of the Swing Line Lender. Such payments shall be made by wire transfer or by book balance to the Swing Line Lender’s account (as specified by the Swing Line Lender in Annex W or the applicable Assignment Agreement) not later than 3:00 p.m. (New York time) on each Settlement Date.

Advances; Payments. (Ai) The Administrative Agent shallshall notify Revolving Lenders, promptly after receipt of a Borrowing Request delivered in accordance with Section 2.03(a) Notice of Tranche A Advance or Notice of Tranche B Advance, as the case may be, and in any event prior to 2:00 p.m. (New York time) on the date such Borrowing Request notice is deemed received, by telecopy, telephone or other similar form of communication notify the Swing Line transmission. Each Revolving Lender or the Lenders, as applicable, of its receipt of a Borrowing Request relating to a request for Swing Line Advances or Revolving Credit Advances, as applicable, and (B) the Swing Line Lender or the Lenders, as applicable, shall make the amount of such Swing Line Lender's Pro Rata Share of such Revolving Credit Advance available to the Administrative Agent in same day funds by wire transfer to the Administrative Agent’s 's account as set forth in Annex W H not later than 3:00 p.m. (New York time) on the requested Advance Datefunding date, in the case of an Base Rate Loan, and not later than 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 Administrative Agent’s 's sole discretion in accordance with Section 2.03(c)discretion, before receipt of such wire transfers), subject to the terms hereof (includinghereof, without limitation, the satisfaction of the conditions precedent set forth in Section 3.02), the Administrative Agent shall make available the requested Revolving Credit Advance to the account Borrower designated by Borrower Representative in the Borrower on Notice of Tranche A Advance or Notice of Tranche B Advance, as the Advance Date therefor, the lesser of (x) the amount of the requested Borrowing and (y) the Funding Availabilitycase may be. All payments by each Revolving Lender under this Section 2.03(b)(i) 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) On the 2nd Business Day of each calendar week or more frequently at Agent's election (each, a "Settlement Date"), the Administrative Agent will shall advise each Lender (other than the Swing Line Lender) by telephone telephone, or telecopy of the amount of such Lender’s 's Pro Rata Share of principal, interest and Fees (to the extent payable to all Lenders) paid for the benefit of Lenders with respect to each Advanceapplicable Loan. Provided that such each Lender has made 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 Transaction Loan Documents as of such Settlement Date, the Administrative Agent will shall pay to each Lender such Lender’s 's Pro Rata Share of principal, interest and Fees (to the extent payable to all Lenders) with respect to each applicable Advance, paid by the Borrower Borrowers since the previous Settlement Date for the benefit of such Lender on the Revolving Loan held by it (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 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 's account (as specified by such Lender in Annex W H or the applicable Assignment Agreement) not later than 3:00 2:00 p.m. (New York time) on the next Business Day following each Settlement Date. (iii) On each Settlement Date, the Administrative Agent will advise the Swing Line Lender of the amount of principal, interest and Fees paid for the benefit of the Swing Line Lender with respect to the Swing Line Loan. The Administrative Agent will pay to the Swing Line Lender the amount of principal, interest and Fees paid by the Borrower since the previous Settlement Date for the benefit of the Swing Line Lender. Such payments shall be made by wire transfer or by book balance to the Swing Line Lender’s account (as specified by the Swing Line Lender in Annex W or the applicable Assignment Agreement) not later than 3:00 p.m. (New York time) on each Settlement Date.

Advances; Payments. (A) The Administrative Agent shall, promptly after receipt of a Borrowing Request delivered in accordance with Section 2.03(a) and in any event prior to 2:00 p.m. 12:00 noon (New York time) on the date such Borrowing Request is deemed received, by telecopy, telephone or other similar form of communication notify the Swing Line Lender or the Lenders, as applicable, of its receipt of a Borrowing Request relating to a request for Swing Line Advances or Revolving Credit Advances, as applicable, and (B) the Swing Line Lender or the Lenders, as applicable, shall make the amount of such Swing Line Advance available to the Administrative Agent in same day funds by wire transfer to the Administrative Agent’s account as set forth in Annex W not later than 3:00 p.m. (New York time) on the requested Advance Date. After receipt of such wire transfers (or, in the Administrative Agent’s sole discretion in accordance with Section 2.03(c), before receipt of such wire transfers), subject to the terms hereof (including, without limitation, the satisfaction of the conditions precedent set forth in Section 3.02), the Administrative Agent shall make available to the account designated Borrower by deposit into the Borrower Account on the Advance Date therefor, the lesser of (x) the amount of the requested Borrowing and (y) the Funding Availability. All payments by each Lender under this Section 2.03(b)(i) shall be made without setoff, counterclaim or deduction of any kind. (ii) On each Settlement Interest Payment Date, the Administrative Agent will advise each Lender (other than the Swing Line Lender) by telephone or telecopy of the amount of such Lender’s Pro Rata Share of principal, interest and Fees (to the extent payable to all Lenders) paid for the benefit of Lenders with respect to each applicable Revolving Credit Advance. Provided that such Lender has made all payments required to be made by it and purchased all participations required to be purchased by it under this Agreement and the other Transaction Related Documents as of such Settlement Interest Payment Date, the Administrative Agent will pay to each Lender such Lender’s Pro Rata Share of principal, interest and Fees (to the extent payable to all Lenders) with respect to each applicable Revolving Credit Advance, paid by the Borrower since the previous Settlement Interest Payment Date for the benefit of that Lender. Such payments shall be made by wire transfer to such Lender’s account (as specified by such Lender in Annex W or the applicable Assignment Agreement) not later than 3:00 2:00 p.m. (New York time) on each Settlement Interest Payment Date. (iii) On each Settlement Interest Payment Date, the Administrative Agent will advise the Swing Line Lender of the amount of principal, interest and Fees paid for the benefit of the Swing Line Lender with respect to the Swing Line Loan. The Administrative Agent will pay to the Swing Line Lender the amount of principal, interest and Fees paid by the Borrower since the previous Settlement Interest Payment Date for the benefit of the Swing Line Lender. Such payments shall be made by wire transfer or by book balance to the Swing Line Lender’s account (as specified by the Swing Line Lender in Annex W or the applicable Assignment Agreement) not later than 3:00 2:00 p.m. (New York time) on each Settlement Interest Payment Date.

Advances; Payments. (Ai) The Administrative Agent shallshall notify Revolving Lenders, promptly after receipt of a Borrowing Request delivered in accordance with Section 2.03(a) Notice of Revolving Advance and in any event prior to 2:00 1:00 p.m. (New York time) on the date such Borrowing Request Notice of Revolving Advance is deemed received, by telecopy, telephone or other similar form of communication notify the Swing Line transmission. Each Revolving Lender or the Lenders, as applicable, of its receipt of a Borrowing Request relating to a request for Swing Line Advances or Revolving Credit Advances, as applicable, and (B) the Swing Line Lender or the Lenders, as applicable, shall make the amount of such Swing Line Lender's Pro Rata Share of such Revolving Credit Advance available to the Administrative Agent in same day funds by wire transfer to the Administrative Agent’s 's account as set forth in Annex W H not later than 3:00 p.m. (New York time) on the requested Advance Datefunding date. After receipt of such wire transfers (or, in the Administrative Agent’s 's sole discretion in accordance with Section 2.03(c)discretion, before receipt of such wire transfers), subject to the terms hereof (includinghereof, without limitation, the satisfaction of the conditions precedent set forth in Section 3.02), the Administrative Agent shall make available to the account designated by the Borrower on the Advance Date therefor, the lesser of (x) the amount of the requested Borrowing and (y) the Funding AvailabilityRevolving Credit Advance to Borrower. All payments by each Revolving Lender under this Section 2.03(b)(i) shall be made without setoff, counterclaim or deduction of any kind. (ii) On the second (2nd) Business Day of each calendar week or more frequently as aggregate cumulative payments in excess of $5,000,000 are received with respect to the Loans (each, a "Settlement Date"), the Administrative Agent will advise each Lender (other than the Swing Line Lender) by telephone telephone, or telecopy of the amount of such Lender’s 's Pro Rata Share of principal, interest and Fees (to the extent payable to all Lenders) paid for the benefit of Lenders with respect to each Advanceapplicable Loan. Provided that such Lender has made funded all payments and Advances required to be made by it and purchased all participations required to be purchased by it under this Agreement and the other Transaction Loan Documents as of such Settlement Date, the Administrative Agent will pay to each Lender such Lender’s 's Pro Rata Share of principal, interest and Fees (to the extent payable to all Lenders) with respect to each applicable Advance, paid by the Borrower since the previous Settlement Date for the benefit of 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 Borrower. Such payments shall be made by wire transfer to such Lender’s 's account (as specified by such Lender in Annex W H or the applicable Assignment Agreement) not later than 3:00 2:00 p.m. (New York time) on the next Business Day following each Settlement Date. (iii) On each Settlement Date, the Administrative Agent will advise the Swing Line Lender of the amount of principal, interest and Fees paid for the benefit of the Swing Line Lender with respect to the Swing Line Loan. The Administrative Agent will pay to the Swing Line Lender the amount of principal, interest and Fees paid by the Borrower since the previous Settlement Date for the benefit of the Swing Line Lender. Such payments shall be made by wire transfer or by book balance to the Swing Line Lender’s account (as specified by the Swing Line Lender in Annex W or the applicable Assignment Agreement) not later than 3:00 p.m. (New York time) on each Settlement Date.

Advances; Payments. (Ai) The Administrative In each funding notice provided by Agent shallto a Lender hereunder, promptly after receipt of a Borrowing Request delivered Agent shall provide such Lender with written confirmation (by telephone, telecopy or email (if such Lender has provided email notice coordinates to Agent)) that all conditions precedent hereunder to such funding have been satisfied or waived in accordance with Section 2.03(athe terms hereof. (ii) and in any event prior to 2:00 p.m. (New York time) on the date such Borrowing Request is deemed received, by telecopy, telephone or other similar form of communication notify the Swing Line Each Lender or the Lenders, as applicable, of its receipt of a Borrowing Request relating to a request for Swing Line Advances or Revolving Credit Advances, as applicable, and (B) the Swing Line Lender or the Lenders, as applicable, shall make the amount of such Swing Line Advance Lender’s Pro Rata Share of such Loan available to the Administrative Agent in same day funds by wire transfer to the Administrative Agent’s account as set forth in Annex W not later than 3:00 p.m. 12:00 noon (New York timeEastern Time) (or promptly thereafter) on the requested Advance Datefunding date (which must be a Business Day). After receipt of such wire transfers (or, in the Administrative Agent’s sole discretion in accordance with Section 2.03(c)discretion, before receipt of such wire transfers), subject to the terms hereof (includinghereof, without limitation, the satisfaction of the conditions precedent set forth in Section 3.02), the Administrative Agent shall make available to the account designated by the Borrower on the Advance Date therefor, the lesser of (x) the amount of the requested Borrowing and (y) the Funding AvailabilityLoan to Borrower. All payments by each Lender under this Section 2.03(b)(i) shall be made without setoff, counterclaim or deduction of any kind. (iiiii) On the 5th Business Day of each Fiscal Quarter or more frequently at Agent’s election (each, a “Settlement Date”), the Administrative Agent will shall advise each Lender by telephone, telecopy or email (other than the Swing Line Lenderif such Lender has provided email notice coordinates to Agent) by telephone or telecopy of the amount of such Lender’s Pro Rata Share of principal, interest and Fees (to the extent payable to all Lenders) fees paid for the benefit of Lenders with respect to each Advanceapplicable Loan. Provided that such each Lender has made funded all payments and Loans required to be made by it and purchased all participations required to be purchased by it under this Agreement and the other Transaction Documents Financing Agreements as of such Settlement Date, the Administrative Agent will shall pay to each Lender such Lender’s Pro Rata Share of principal, interest and Fees (to the extent payable to all Lenders) with respect to each applicable Advance, fees paid by the Borrower since the previous Settlement Date for the benefit of such Lender on the portion of the Loans held by it. To the extent that any Lender (a “Non-Funding Lender”) has failed to fund all such payments and Loans 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 Borrower. Such payments shall be made by wire transfer to such Lender’s account (as specified by such Lender in Annex W or the applicable Assignment Agreement) not later than 3:00 2:00 p.m. (New York timeEastern Time) on the next Business Day following each Settlement Date. (iii) On each Settlement Date, the Administrative Agent will advise the Swing Line Lender of the amount of principal, interest and Fees paid for the benefit of the Swing Line Lender with respect to the Swing Line Loan. The Administrative Agent will pay to the Swing Line Lender the amount of principal, interest and Fees paid by the Borrower since the previous Settlement Date for the benefit of the Swing Line Lender. Such payments shall be made by wire transfer or by book balance to the Swing Line Lender’s account (as specified by the Swing Line Lender in Annex W or the applicable Assignment Agreement) not later than 3:00 p.m. (New York time) on each Settlement Date.

Advances; Payments. (i) Except as otherwise provided in Section 2.03(b)(ii) below, (A) The the Administrative Agent shall, promptly after receipt of a Borrowing Request delivered in accordance with Section 2.03(a) and in any event prior to 2:00 p.m. 12:00 noon (New York time) on the date such Borrowing Request is deemed received, by telecopy, telephone or other similar form of communication (1) notify the Swing Line Lender or the Lenders, as applicable, of its receipt of a Borrowing Request relating to a request for Swing Line Advances or Advances, and (2) notify all Lenders of its receipt of a Borrowing Request relating to a request for Revolving Credit Advances, as applicable, and (B) (1) in the case of a Swing Line Advance, the Swing Line Lender or the Lenders, as applicable, shall make the amount of such Swing Line Advance available to the Administrative Agent in same day funds by wire transfer to the Administrative Agent’s account as set forth in Annex W not later than 3:00 p.m. (New York time) on the requested Advance Date, or (2) in the case of a Revolving Credit Advance, each Lender shall make the amount of such Lender’s Pro Rata Share of the requested Borrowing available to the Administrative Agent in same day funds by wire transfer to the Administrative Agent’s account as set forth in Annex W not later than 12:00 noon (New York time) on the requested Advance Date. After receipt of such wire transfers (or, in the Administrative Agent’s sole discretion in accordance with Section 2.03(c)discretion, before receipt of such wire transfers), subject to the terms hereof (including, without limitation, the satisfaction of the conditions precedent set forth in Section 3.02), the Administrative Agent shall make available to the account designated Borrower by deposit into the Borrower Account (or, in the case of Revolving Credit Advances made pursuant to Section 2.12(b)(ii), apply in accordance with such Section) on the Advance Date therefor, the lesser of (x) the amount of the requested Borrowing and (y) the Funding Availability. All payments by each Lender under this Section 2.03(b)(i) shall be made without setoff, counterclaim or deduction of any kind. (ii) On each Settlement Interest Payment Date, the Administrative Agent will advise each Lender (other than the Swing Line Lender) by telephone or telecopy of the amount of such Lender’s Pro Rata Share of principal, interest and Fees (to the extent payable to all Lenders) paid for the benefit of Lenders with respect to each applicable Revolving Credit Advance. Provided that such Lender has made all payments required to be made by it and purchased all participations required to be purchased by it under this Agreement and the other Transaction Related Documents as of such Settlement Interest Payment Date, the Administrative Agent will pay to each Lender such Lender’s Pro Rata Share of principal, interest and Fees (to the extent payable to all Lenders) with respect to each applicable Revolving Credit Advance, paid by the Borrower since the previous Settlement Interest Payment Date for the benefit of that Lender. Such payments shall be made by wire transfer to such Lender’s account (as specified by such Lender in Annex W or the applicable Assignment Agreement) not later than 3:00 2:00 p.m. (New York time) on each Settlement Interest Payment Date. (iii) On each Settlement Interest Payment Date, the Administrative Agent will advise the Swing Line Lender by telephone or telecopy of the amount of principal, interest and Fees paid for the benefit of the Swing Line Lender with respect to the Swing Line Loan. The Administrative Agent will pay to the Swing Line Lender the amount of principal, interest and Fees paid by the Borrower since the previous Settlement Interest Payment Date for the benefit of the Swing Line Lender. Such payments shall be made by wire transfer or by book balance to the Swing Line Lender’s account (as specified by the Swing Line Lender in Annex W or the applicable Assignment Agreement) not later than 3:00 2:00 p.m. (New York time) on each Settlement Interest Payment Date.

Advances; Payments. (Ai) The Administrative Agent shall, promptly after receipt of a Borrowing Request delivered in accordance with Section 2.03(a) and in any event prior to 2:00 p.m. (New York time) on the date such Borrowing Request is deemed received, by telecopy, telephone or other similar form of communication notify the Swing Line Each Revolving Lender or the Lenders, as applicable, of its receipt of a Borrowing Request relating to a request for Swing Line Advances or Revolving Credit Advances, as applicable, and (B) the Swing Line Lender or the Lenders, as applicable, shall make the amount of such Swing Line Lender’s Pro Rata Share of such Revolving Credit Advance available to the Administrative Agent in same day funds by wire transfer to the Administrative Agent’s account as set forth in Annex W H not later than 3:00 p.m. (New York time) on the requested Advance Datefunding date, in the case of an Index Rate Loan and not later than 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 Administrative Agent’s sole discretion in accordance with Section 2.03(c)discretion, before receipt of such wire transfers), subject to the terms hereof (includinghereof, without limitation, the satisfaction of the conditions precedent set forth in Section 3.02), the Administrative Agent shall make available to the account designated by the Borrower on the Advance Date therefor, the lesser of (x) the amount of the requested Borrowing and (y) the Funding AvailabilityRevolving Credit Advance to Borrower. All payments by each Revolving Lender under this Section 2.03(b)(i) shall be made without setoff, counterclaim or deduction of any kind. (ii) On Not less than once during each calendar week or more frequently at Agent’s election (each, a “Settlement Date”), the Administrative Agent will shall advise each Lender (other than the Swing Line Lender) by telephone telephone, or telecopy of the amount of such Lender’s Pro Rata Share of principal, interest and Fees (to the extent payable to all Lenders) paid for the benefit of Lenders with respect to each Advanceapplicable Loan. Provided that such each Lender has made funded all payments 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 Transaction Loan Documents as of such Settlement Date, the Administrative Agent will shall pay to each Lender such Lender’s Pro Rata Share of principal, interest and Fees (to the extent payable to all Lenders) with respect to each applicable Advance, paid by the 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 Borrower. Such payments shall be made by wire transfer to such Lender’s account (as specified by such Lender in Annex W H or the applicable Assignment Agreement) not later than 3:00 2:00 p.m. (New York time) on the next Business Day following each Settlement Date. (iii) On each Settlement Date, the Administrative Agent will advise the Swing Line Lender of the amount of principal, interest and Fees paid for the benefit of the Swing Line Lender with respect to the Swing Line Loan. The Administrative Agent will pay to the Swing Line Lender the amount of principal, interest and Fees paid by the Borrower since the previous Settlement Date for the benefit of the Swing Line Lender. Such payments shall be made by wire transfer or by book balance to the Swing Line Lender’s account (as specified by the Swing Line Lender in Annex W or the applicable Assignment Agreement) not later than 3:00 p.m. (New York time) on each Settlement Date.

Advances; Payments. (A) The Administrative Agent shall, promptly after receipt of a Borrowing Request delivered in accordance with Section 2.03(a) and in any event prior to 2:00 p.m. 12:00 noon (New York time) on the date such Borrowing Request is deemed received, by email, telecopy, telephone or other similar form of communication notify the Swing Line Lender or the Lenders, as applicable, Lenders of its receipt of a Borrowing Request relating to a request for Swing Line Advances or Revolving Credit Advances, as applicable, and (B) the Swing Line Lender or the Lenders, as applicable, Lenders shall make the amount of such Swing Line Advance Revolving Credit Advances available to the Administrative Agent in same day funds by wire transfer to the Administrative Agent’s account as set forth in Annex W not later than 3:00 p.m. (New York time) on the requested Advance Date. After receipt of such wire transfers (or, in the Administrative Agent’s sole discretion in accordance with Section 2.03(c), before receipt of such wire transfers), subject to the terms hereof (including, without limitation, the satisfaction of the conditions precedent set forth in Section 3.02), the Administrative Agent shall make available to the Borrower by deposit into the account designated by the Borrower in the related Borrowing Request (or, in the case of Revolving Credit Advances made pursuant to Section 2.11(b)(ii), shall apply in accordance with such Section) on the Advance Date therefor, the lesser of (x) the amount of the requested Borrowing and (y) the Funding AvailabilityBorrowing. All payments by each Lender under this Section 2.03(b)(i) shall be made without setoff, counterclaim or deduction of any kind. (ii) On each Settlement Date, each Lender will provide the Administrative Agent will advise each Lender (other than the Swing Line Lender) by telephone or telecopy of the amount of with an invoice setting forth such Lender’s calculation of its Pro Rata Share of principal, interest and Fees (to the extent payable to all Lenders) with respect to each applicable Revolving Credit Advance paid by the Borrower since the previous Settlement Date payable for the benefit of Lenders with respect to each Advancethat Lender. Provided that such Lender has made all payments required to be made by it and purchased all participations required to be purchased by it under this Agreement and the other Transaction Related Documents as of such Settlement Date, the Administrative Agent will pay to each Lender such Lender’s Pro Rata Share of principal, interest and Fees (to the extent payable to all Lenders) with respect to each applicable Advance, Revolving Credit Advance paid by the Borrower since the previous Settlement Date payable for the benefit of that Lender. Such payments shall be made by wire transfer to such Lender’s account (as specified by such Lender in Annex W or the applicable Assignment Agreement) not later than 3:00 p.m. (New York time) on each Settlement Date. (iii) On each Settlement Date, the Administrative Agent will advise the Swing Line Lender of the amount of principal, interest and Fees paid for the benefit of the Swing Line Lender with respect to the Swing Line Loan. The Administrative Agent will pay to the Swing Line Lender the amount of principal, interest and Fees paid by the Borrower since the previous Settlement Date for the benefit of the Swing Line Lender. Such payments shall be made by wire transfer or by book balance to the Swing Line Lender’s account (as specified by the Swing Line Lender in Annex W or the applicable Assignment Agreement) not later than 3:00 p.m. (New York time) on each Settlement Date.

Advances; Payments. (Ai) The U.S. Revolving Lenders shall refund or participate in the Swing Line Loan in accordance with 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, Administrative Agent shallshall notify Revolving Lenders, promptly after receipt of a Borrowing Request delivered in accordance with Section 2.03(a) U.S. Notice of Revolving Credit Advance and in any event prior to 2:00 1:00 p.m. (New York time) on the date such Borrowing Request U.S. Notice of Revolving Advance is deemed received, by telecopy, telephone or other similar form of communication notify the Swing Line transmission. Each U.S. Revolving Lender or the Lenders, as applicable, of its receipt of a Borrowing Request relating to a request for Swing Line Advances or Revolving Credit Advances, as applicable, and (B) the Swing Line Lender or the Lenders, as applicable, shall make the amount of such Swing Line Lender’s Pro Rata Share of such U.S. Revolving Credit Advance available to the Administrative Agent in same day funds by wire transfer to the Administrative Agent’s account as set forth in Annex W H not later than 3:00 p.m. (New York time) on the requested Advance Datefunding date, in the case of a Dollar 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 sole discretion in accordance with Section 2.03(c)discretion, before receipt of such wire transfers), subject to the terms hereof (includinghereof, without limitation, the satisfaction of the conditions precedent set forth in Section 3.02), the Administrative Agent shall make available to the account designated by the Borrower on the Advance Date therefor, the lesser of (x) the amount of the requested Borrowing and (y) the Funding AvailabilityU.S. Revolving Credit Advance to U.S. Borrower. All payments by each U.S. Revolving Lender under this Section 2.03(b)(i) shall be made without setoff, counterclaim or deduction of any kind. (ii) On the second (2nd ) Business Day of each calendar week or more frequently at Administrative Agent’s election (each, a " Settlement DateDate "), the Administrative Agent will shall advise each Lender (other than the Swing Line Lender) by telephone telephone, or telecopy of the amount of such Lender’s Pro Rata Share of principal, interest and Fees (to the extent payable to all Lenders) paid for the benefit of Lenders with respect to each Advanceapplicable Loan. Provided that such each Lender has made 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 Transaction Loan Documents as of such Settlement Date, the Administrative Agent will shall pay to each Lender such Lender’s Pro Rata Share of principal, interest and Fees (to the extent payable to all Lenders) with respect to each applicable Advance, paid by the Borrower 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 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 W H or the applicable Assignment Agreement) not later than 3:00 2:00 p.m. (New York time) on the next Business Day following each Settlement Date. (iii) On each Settlement Date, the Administrative Agent will advise the Swing Line Lender of the amount of principal, interest and Fees paid for the benefit of the Swing Line Lender with respect to the Swing Line Loan. The Administrative Agent will pay to the Swing Line Lender the amount of principal, interest and Fees paid by the Borrower since the previous Settlement Date for the benefit of the Swing Line Lender. Such payments shall be made by wire transfer or by book balance to the Swing Line Lender’s account (as specified by the Swing Line Lender in Annex W or the applicable Assignment Agreement) not later than 3:00 p.m. (New York time) on each Settlement Date.

Advances; Payments. (Ai) The Administrative In each funding notice provided by Agent shallto a Lender hereunder, promptly after receipt of a Borrowing Request delivered Agent shall provide such Lender with written confirmation (by telephone, telecopy or email (if such Lender has provided email notice coordinates to Agent)) that all conditions precedent hereunder to such funding have been satisfied or waived in accordance with Section 2.03(athe terms hereof. (ii) and in any event prior to 2:00 p.m. (New York time) on the date such Borrowing Request is deemed received, by telecopy, telephone or other similar form of communication notify the Swing Line Each Lender or the Lenders, as applicable, of its receipt of a Borrowing Request relating to a request for Swing Line Advances or Revolving Credit Advances, as applicable, and (B) the Swing Line Lender or the Lenders, as applicable, shall make the amount of such Swing Line Advance Lender’s Pro Rata Share of such Loan available to the Administrative Agent in same day funds by wire transfer to the Administrative Agent’s account as set forth in Annex W not later than 3:00 p.m. 12:00 noon (New York timeEastern Time) (or promptly thereafter) on the requested Advance Datefunding date (which must be a Business Day). After receipt of such wire transfers (or, in the Administrative Agent’s sole discretion in accordance with Section 2.03(c)discretion, before receipt of such wire transfers), subject to the terms hereof (includinghereof, without limitation, the satisfaction of the conditions precedent set forth in Section 3.02), the Administrative Agent shall make available to the account designated by the Borrower on the Advance Date therefor, the lesser of (x) the amount of the requested Borrowing and (y) the Funding AvailabilityLoan to Borrower. All payments by each Lender under this Section 2.03(b)(i) shall be made without setoff, counterclaim or deduction of any kind. (iiiii) On the 5th Business Day of each Fiscal Quarter or more frequently at Agent’s election (each, a “Settlement Date”), the Administrative Agent will shall advise each Lender by telephone, telecopy or email (other than the Swing Line Lenderif such Lender has provided email notice coordinates to Agent) by telephone or telecopy of the amount of such Lender’s Pro Rata Share of principal, interest and Fees (to the extent payable to all Lenders) fees paid for the benefit of Lenders with respect to each Advanceapplicable Loan. Provided that such each Lender has made funded all payments and Revolving Loans required to be made by it and purchased all participations required to be purchased by it under this Agreement and the other Transaction Documents Financing Agreements as of such Settlement Date, the Administrative Agent will shall pay to each Lender such Lender’s Pro Rata Share of principal, interest and Fees (to the extent payable to all Lenders) with respect to each applicable Advance, fees paid by the Borrower since the previous Settlement Date for the benefit of such Lender on the portion of the Revolving Loans held by it. To the extent that any Lender (a “Non-Funding Lender”) has failed to fund all such payments and Revolving Loans 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 Borrower. Such payments shall be made by wire transfer to such Lender’s account (as specified by such Lender in Annex W or the applicable Assignment Agreement) not later than 3:00 2:00 p.m. (New York timeEastern Time) on the next Business Day following each Settlement Date. (iii) On each Settlement Date, the Administrative Agent will advise the Swing Line Lender of the amount of principal, interest and Fees paid for the benefit of the Swing Line Lender with respect to the Swing Line Loan. The Administrative Agent will pay to the Swing Line Lender the amount of principal, interest and Fees paid by the Borrower since the previous Settlement Date for the benefit of the Swing Line Lender. Such payments shall be made by wire transfer or by book balance to the Swing Line Lender’s account (as specified by the Swing Line Lender in Annex W or the applicable Assignment Agreement) not later than 3:00 p.m. (New York time) on each Settlement Date.

Advances; Payments. (A) The Administrative Agent shall, promptly after receipt of a Borrowing Request delivered in accordance with Section 2.03(a) and in any event prior to 2:00 p.m. 12:00 noon (New York time) on the date such Borrowing Request is deemed received, by telecopy, telephone or other similar form of communication notify (i) the Swing Line Lender or the Lenders, as applicable, of its receipt of a Borrowing Request relating to a request for Swing Line Advances or (ii) the Lenders of its receipt of a Borrowing Request relating to a request for Tranche B Revolving Credit Advances, as applicable, and (B) (i) the Swing Line Lender (in the case of Swing Line Advance) or (ii) the Lenders, as applicable, Lenders (in the case of Tranche B Revolving Credit Advances) shall make the amount of such Swing Line Advance or Tranche B Revolving Credit Advances, as applicable, available to the Administrative Agent in same day funds by wire transfer to the Administrative Agent’s account as set forth in Annex W not later than 3:00 p.m. (New York time) on the requested Advance Date. After receipt of such wire transfers (or, in the Administrative Agent’s sole discretion in accordance with Section 2.03(c), before receipt of such wire transfers), subject to the terms hereof (including, without limitation, the satisfaction of the conditions precedent set forth in Section 3.02), the Administrative Agent shall make available to the account designated Borrower by deposit into the Borrower Account (or, in the case of Revolving Credit Advances made pursuant to Section 2.11(b)(ii), shall apply in accordance with such Section) on the Advance Date therefor, the lesser of (x) the amount of the requested Borrowing and (y) (i) in the case of any requested Swing Line Advance, the amount of Tranche A Funding Availability and (ii) in the case of any requested Tranche B Revolving Credit Advances, the amount of Tranche B Funding Availability. All payments by each Lender under this Section 2.03(b)(i) shall be made without setoff, counterclaim or deduction of any kind. (ii) On each Settlement Interest Payment Date, the Administrative Agent will advise each Lender (other than the Swing Line Lender) by telephone or telecopy of the amount of such Lender’s Pro Rata Share of principal, interest and Fees (to the extent payable to all Lenders) paid for the benefit of Lenders with respect to each applicable Revolving Credit Advance. Provided that such Lender has made all payments required to be made by it and purchased all participations required to be purchased by it under this Agreement and the other Transaction Related Documents as of such Settlement Interest Payment Date, the Administrative Agent will pay to each Lender such Lender’s Pro Rata Share of principal, interest and Fees (to the extent payable to all Lenders) with respect to each applicable Revolving Credit Advance, paid by the Borrower since the previous Settlement Interest Payment Date for the benefit of that Lender. Such payments shall be made by wire transfer to such Lender’s account (as specified by such Lender in Annex W or the applicable Assignment Agreement) not later than 3:00 p.m. (New York time) on each Settlement Interest Payment Date. (iii) On each Settlement Interest Payment Date, the Administrative Agent will advise the Swing Line Lender of the amount of principal, interest and Fees paid for the benefit of the Swing Line Lender with respect to the Swing Line Loan. The Administrative Agent will pay to the Swing Line Lender the amount of principal, interest and Fees paid by the Borrower since the previous Settlement Interest Payment Date for the benefit of the Swing Line Lender. Such payments shall be made by wire transfer or by book balance to the Swing Line Lender’s account (as specified by the Swing Line Lender in Annex W or the applicable Assignment Agreement) not later than 3:00 p.m. (New York time) on each Settlement Interest Payment Date.

Advances; Payments. (Ai) The Administrative Agent shall, promptly after receipt of a Borrowing Request delivered Lenders shall refund or participate in the Swing Line Loan in accordance with Section 2.03(aclauses (iii) and in any event prior (iv) of Section 1.1(b). The Agent shall endeavor to 2:00 p.m. notify the Lenders of each Notice of Revolving Credit Advance by 11:00 a.m. (New York California time) on the proposed funding date such Borrowing Request is deemed received, by telecopy, telephone or other similar form of communication notify the Swing Line transmission. Each Lender or the Lenders, as applicable, of its receipt of a Borrowing Request relating to a request for Swing Line Advances or Revolving Credit Advances, as applicable, and (B) the Swing Line Lender or the Lenders, as applicable, shall make the amount of such Swing Line Lender’s Pro Rata Share of each Revolving Credit Advance available to the Administrative Agent in same day funds by wire transfer to the Administrative Agent’s account as set forth in Annex W H not later than 3:00 2:00 p.m. (New York California time) on the requested Advance Datefunding date, unless Agent's notice is received after the times provided above, in which event each Lender shall fund its Pro Rata Share by noon (California time) on the next Business Day. After receipt of such wire transfers (or, in the Administrative Agent’s sole discretion in accordance with Section 2.03(c)discretion, before receipt of such wire transfers), subject to the terms hereof (including, without limitationhereof, the satisfaction of the conditions precedent set forth in Section 3.02), the Administrative Agent shall make available the requested Revolving Credit Advance to the account designated by the Borrower on the Advance Date therefor, the lesser of (x) the amount of the requested Borrowing and (y) the Funding AvailabilityBorrower. All payments by each Lender under this Section 2.03(b)(i) shall be made without setoff, counterclaim or deduction of any kind. (ii) On each Settlement Date, the Administrative The Agent will advise each Lender (other than the Swing Line Lender) by telephone or telecopy of the amount of such Lender’s Pro Rata Share of principal, interest and Fees (to the extent payable to all Lenders) paid for the benefit of Lenders with respect to each applicable Revolving Credit Advance. Provided that such Lender has made all payments required to be made by it and purchased all participations required to be purchased by it under this Agreement and the other Transaction Loan Documents as of the date of any such Settlement Datepayment, the Administrative Agent will pay to each Lender such Lender’s Pro Rata Share of principal, interest and Fees (to the extent payable to all Lenders) with respect to each applicable Advance, paid by the Borrower since the previous Settlement Date for the benefit of that LenderLender on the Revolving Credit Advances held by it. Such payments shall be made by wire transfer to such Lender’s account (as specified by such Lender in Annex W H or the applicable Assignment Agreement) not later than 3:00 5:00 p.m. (New York time) on each Settlement Datethe date of such payment. (iii) On each Settlement Date, the Administrative Agent will advise the Swing Line Lender of the amount of principal, interest and Fees paid for the benefit of the Swing Line Lender with respect to the Swing Line Loan. The Administrative Agent will pay to the Swing Line Lender the amount of principal, interest and Fees paid by the Borrower since the previous Settlement Date for the benefit of the Swing Line Lender. Such payments shall be made by wire transfer or by book balance to the Swing Line Lender’s account (as specified by the Swing Line Lender in Annex W or the applicable Assignment Agreement) not later than 3:00 p.m. (New York time) on each Settlement Date.

Advances; Payments. (Ai) The Administrative In each funding notice provided by Agent shallto a Lender hereunder, promptly after receipt of a Borrowing Request delivered Agent shall provide such Lender with written confirmation (by telephone, telecopy or email (if such Lender has provided email notice coordinates to Agent)) that all conditions precedent hereunder to such funding have been satisfied or waived in accordance with Section 2.03(athe terms hereof. (ii) and in any event prior to 2:00 p.m. (New York time) on the date such Borrowing Request is deemed received, by telecopy, telephone or other similar form of communication notify the Swing Line Each Lender or the Lenders, as applicable, of its receipt of a Borrowing Request relating to a request for Swing Line Advances or Revolving Credit Advances, as applicable, and (B) the Swing Line Lender or the Lenders, as applicable, shall make the amount of such Swing Line Advance Lender’s Pro Rata Share of such Loan available to the Administrative Agent in same day funds by wire transfer to the Administrative Agent’s account as set forth in Annex W not later than 3:00 p.m. 11:00 a.m. (New York Toronto time) on the requested Advance Datefunding date (which must be a Business Day). After receipt of such wire transfers (or, in the Administrative Agent’s sole discretion in accordance with Section 2.03(c)discretion, before receipt of such wire transfers), subject to the terms hereof (includinghereof, without limitation, the satisfaction of the conditions precedent set forth in Section 3.02), the Administrative Agent shall make available to the account designated by the Borrower on the Advance Date therefor, the lesser of (x) the amount of the requested Borrowing and (y) the Funding AvailabilityLoan to Borrower. All payments by each Lender under this Section 2.03(b)(i) shall be made without setoff, counterclaim or deduction of any kind. (iiiii) On the 2nd Business Day of each calendar month or more frequently at Agent’s election (each, a “Settlement Date”), the Administrative Agent will shall advise each Lender by telephone, telecopy or email (other than the Swing Line Lenderif such Lender has provided email notice coordinates to Agent) by telephone or telecopy of the amount of such Lender’s Pro Rata Share of principal, interest and Fees (to the extent payable to all Lenders) fees paid for the benefit of Lenders with respect to each Advanceapplicable Loan. Provided that such each Lender has made funded all payments and Loans required to be made by it and purchased all participations required to be purchased by it under this Agreement and the other Transaction Documents Financing Agreements as of such Settlement Date, the Administrative Agent will shall pay to each Lender such Lender’s Pro Rata Share of principal, interest and Fees (to the extent payable to all Lenders) with respect to each applicable Advance, fees paid by the Borrower since the previous Settlement Date for the benefit of such Lender on the portion of the Loans held by it. To the extent that any Lender (a “Non-Funding Lender”) has failed to fund all such payments and Loans 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 Borrower. Such payments shall be made by wire transfer to such Lender’s account (as specified by such Lender in Annex W or the applicable Assignment Agreement) not later than 3:00 2:00 p.m. (New York Toronto time) on the next Business Day following each Settlement Date. (iii) On each Settlement Date, the Administrative Agent will advise the Swing Line Lender of the amount of principal, interest and Fees paid for the benefit of the Swing Line Lender with respect to the Swing Line Loan. The Administrative Agent will pay to the Swing Line Lender the amount of principal, interest and Fees paid by the Borrower since the previous Settlement Date for the benefit of the Swing Line Lender. Such payments shall be made by wire transfer or by book balance to the Swing Line Lender’s account (as specified by the Swing Line Lender in Annex W or the applicable Assignment Agreement) not later than 3:00 p.m. (New York time) on each Settlement Date.

Advances; Payments. (Ai) The Administrative Agent shallshall notify Revolving Lenders, promptly after receipt of a Borrowing Request delivered in accordance with Section 2.03(a) Notice of Revolving Advance and in any event prior to 2:00 1:00 p.m. (New York time) on the date such Borrowing Request Notice of Revolving Advance is deemed received, by telecopy, telephone or other similar form of communication notify the Swing Line transmission. Each Revolving Lender or the Lenders, as applicable, of its receipt of a Borrowing Request relating to a request for Swing Line Advances or Revolving Credit Advances, as applicable, and (B) the Swing Line Lender or the Lenders, as applicable, shall make the amount of such Swing Line Lender's Pro Rata Share of such Revolving Credit Advance available to the Administrative Agent in same day funds by wire transfer to the Administrative Agent’s 's account as set forth in Annex W H not later than 3:00 p.m. (New York time) on the requested Advance Datefunding 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 in accordance with Section 2.03(c)discretion, before receipt of such wire transfers), subject to the terms hereof (includinghereof, without limitation, the satisfaction of the conditions precedent set forth in Section 3.02), the Administrative Agent shall make available to the account designated by the Borrower on the Advance Date therefor, the lesser of (x) the amount of the requested Borrowing and (y) the Funding AvailabilityRevolving Credit Advance to Borrower. All payments by each Revolving Lender under this Section 2.03(b)(i) shall be made without setoff, counterclaim or deduction of any kind. (ii) On the 2nd Business Day of each calendar week or more frequently at Agent's election (each, a "Settlement Date"), the Administrative Agent will shall advise each Lender (other than the Swing Line Lender) by telephone telephone, or telecopy of the amount of such Lender’s 's Pro Rata Share of principal, interest and Fees (to the extent payable to all Lenders) paid for the benefit of Lenders with respect to each Advanceapplicable Loan. Provided that such each Lender has made funded all payments and Advances required to be made by it and purchased all participations required to be purchased by it under this Agreement and the other Transaction Loan Documents as of such Settlement Date, the Administrative Agent will shall pay to each Lender such Lender’s 's Pro Rata Share of principal, interest and Fees (to the extent payable to all Lenders) with respect to each applicable Advance, paid by the 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 Borrower. Such payments shall be made by wire transfer to such Lender’s 's account (as specified by such Lender in Annex W H or the applicable Assignment Agreement) not later than 3:00 2:00 p.m. (New York time) on the next Business Day following each Settlement Date. (iii) On each Settlement Date, the Administrative Agent will advise the Swing Line Lender of the amount of principal, interest and Fees paid for the benefit of the Swing Line Lender with respect to the Swing Line Loan. The Administrative Agent will pay to the Swing Line Lender the amount of principal, interest and Fees paid by the Borrower since the previous Settlement Date for the benefit of the Swing Line Lender. Such payments shall be made by wire transfer or by book balance to the Swing Line Lender’s account (as specified by the Swing Line Lender in Annex W or the applicable Assignment Agreement) not later than 3:00 p.m. (New York time) on each Settlement Date.

Advances; Payments. (Ai) The Revolving Lenders shall refund or participate in the Swing Line Loan in accordance with 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, Administrative Agent shallshall notify Revolving Lenders, promptly after receipt of a Borrowing Request delivered in accordance with Section 2.03(a) Notice of Revolving Advance and in any event prior to 2:00 1:00 p.m. (New York time) on the date such Borrowing Request Notice of Revolving Advance is deemed received, by telecopy, telephone or other similar form of communication notify the Swing Line transmission. Each Revolving Lender or the Lenders, as applicable, of its receipt of a Borrowing Request relating to a request for Swing Line Advances or Revolving Credit Advances, as applicable, and (B) the Swing Line Lender or the Lenders, as applicable, shall make the amount of such Swing Line Lender's Pro Rata Share of such Revolving Credit Advance available to the Administrative Agent in same day funds by wire transfer to the Administrative Agent’s 's account as set forth in Annex W H not later than 3:00 p.m. (New York time) on the requested Advance Datefunding 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 in accordance with Section 2.03(c)discretion, before receipt of such wire transfers), subject to the terms hereof (includinghereof, without limitation, the satisfaction of the conditions precedent set forth in Section 3.02), the Administrative Agent shall make available to the account designated by the Borrower on the Advance Date therefor, the lesser of (x) the amount of the requested Borrowing and (y) the Funding AvailabilityRevolving Credit Advance to Borrower. All payments by each Revolving Lender under this Section 2.03(b)(i) shall be made without setoff, counterclaim or deduction of any kind. (ii) On the second (2nd) Business Day of each calendar week or more frequently 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"), the Administrative Agent will advise each Lender (other than the Swing Line Lender) by telephone telephone, or telecopy of the amount of such Lender’s 's Pro Rata Share of principal, interest and Fees (to the extent payable to all Lenders) paid for the benefit of Lenders with respect to each Advanceapplicable Loan. Provided that such Lender has made funded all payments and Advances required to be made by it and purchased all participations required to be purchased by it under this Agreement and the other Transaction Loan Documents as of such Settlement Date, the Administrative Agent will pay to each Lender such Lender’s 's Pro Rata Share of principal, interest and Fees (to the extent payable to all Lenders) with respect to each applicable Advance, paid by the Borrower since the previous Settlement Date for the benefit of 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, Administrative 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 Borrower. Such payments shall be made by wire transfer to such Lender’s 's account (as specified by such Lender in Annex W H or the applicable Assignment Agreement) not later than 3:00 2:00 p.m. (New York time) on the next Business Day following each Settlement Date. (iii) On each Settlement Date, the Administrative Agent will advise the Swing Line Lender of the amount of principal, interest and Fees paid for the benefit of the Swing Line Lender with respect to the Swing Line Loan. The Administrative Agent will pay to the Swing Line Lender the amount of principal, interest and Fees paid by the Borrower since the previous Settlement Date for the benefit of the Swing Line Lender. Such payments shall be made by wire transfer or by book balance to the Swing Line Lender’s account (as specified by the Swing Line Lender in Annex W or the applicable Assignment Agreement) not later than 3:00 p.m. (New York time) on each Settlement Date.

Advances; Payments. (Ai) The Administrative Agent shall, promptly after receipt of a Borrowing Request delivered in accordance with Section 2.03(a) and in any event prior to 2:00 p.m. (New York time) on the date such Borrowing Request is deemed received, by telecopy, telephone or other similar form of communication notify the Swing Line Each Revolving Lender or the Lenders, as applicable, of its receipt of a Borrowing Request relating to a request for Swing Line Advances or Revolving Credit Advances, as applicable, and (B) the Swing Line Lender or the Lenders, as applicable, shall make the amount of such Swing Line Lender's Pro Rata Share of such Revolving Credit Advance available to the Administrative Agent in same day funds by wire transfer to the Administrative Agent’s 's account as set forth in Annex W H not later than 3:00 p.m. (New York time) on the requested Advance Datefunding 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 in accordance with Section 2.03(c)discretion, before receipt of such wire transfers), subject to the terms hereof (includinghereof, without limitation, the satisfaction of the conditions precedent set forth in Section 3.02), the Administrative Agent shall make available to the account designated by the Borrower on the Advance Date therefor, the lesser of (x) the amount of the requested Borrowing and (y) the Funding AvailabilityRevolving Credit Advance to Borrower. All payments by each Revolving Lender under this Section 2.03(b)(i) shall be made without setoff, counterclaim or deduction of any kind. (ii) On Not less than once during each calendar week or more frequently at Agent's election (each, a “Settlement Date”), the Administrative Agent will shall advise each Lender (other than the Swing Line Lender) by telephone telephone, or telecopy of the amount of such Lender’s 's Pro Rata Share of principal, interest and Fees (to the extent payable to all Lenders) paid for the benefit of Lenders with respect to each Advanceapplicable Loan. Provided that such each Lender has made funded all payments and Advances required to be made by it and purchased all participations required to be purchased by it under this Agreement and the other Transaction Loan Documents as of such Settlement Date, the Administrative Agent will shall pay to each Lender such Lender’s 's Pro Rata Share of principal, interest and Fees (to the extent payable to all Lenders) with respect to each applicable Advance, paid by the 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 Borrower. Such payments shall be made by wire transfer to such Lender’s 's account (as specified by such Lender in Annex W H or the applicable Assignment Agreement) not later than 3:00 2:00 p.m. (New York time) on the next Business Day following each Settlement Date. (iii) On each Settlement Date, the Administrative Agent will advise the Swing Line Lender of the amount of principal, interest and Fees paid for the benefit of the Swing Line Lender with respect to the Swing Line Loan. The Administrative Agent will pay to the Swing Line Lender the amount of principal, interest and Fees paid by the Borrower since the previous Settlement Date for the benefit of the Swing Line Lender. Such payments shall be made by wire transfer or by book balance to the Swing Line Lender’s account (as specified by the Swing Line Lender in Annex W or the applicable Assignment Agreement) not later than 3:00 p.m. (New York time) on each Settlement Date.

Advances; Payments. (Ai) The Administrative Each Lender shall make the amount of such Lender’s Pro Rata Share of such Additional Term Loans available to Agent shall, promptly after receipt of a Borrowing Request delivered in accordance with Section 2.03(a) and same day funds by wire transfer to Agent’s account as set forth in any event prior to Annex H not later than 2:00 p.m. (New York time) on the date such Borrowing Request is deemed received, by telecopy, telephone or other similar form of communication notify the Swing Line Lender or the Lenders, as applicable, of its receipt of a Borrowing Request relating to a request for Swing Line Advances or Revolving Credit Advances, as applicable, and (B) the Swing Line Lender or the Lenders, as applicable, shall make the amount of such Swing Line Advance available to the Administrative Agent in same day funds by wire transfer to the Administrative Agent’s account as set forth in Annex W not later than 3:00 p.m. (New York time) on the requested Advance Datefunding date. After receipt of such wire transfers (or, in the Administrative Agent’s sole discretion in accordance with Section 2.03(c)discretion, before receipt of such wire transfers), subject to the terms hereof (includinghereof, without limitation, the satisfaction of the conditions precedent set forth in Section 3.02), the Administrative Agent shall make available the requested Additional Term Loans to the account Borrower designated by Borrower Representative in the Borrower on the Advance Date therefor, the lesser Notice of (x) the amount of the requested Borrowing and (y) the Funding AvailabilityAdditional Term Loan. All payments by each Lender under this Section 2.03(b)(i) shall be made without setoff, counterclaim or deduction of any kind. (ii) On the 2nd Business Day of each calendar week or more frequently at Agent’s election (each, a “Settlement Date”), the Administrative Agent will shall advise each Lender (other than the Swing Line Lender) by telephone telephone, or telecopy of the amount of such Lender’s Pro Rata Share of principal, interest and Fees (to the extent payable to all Lenders) paid for the benefit of Lenders with respect to each Advanceapplicable Loan. Provided that such each Lender has made funded all payments or Additional Term Loans required to be made by it and has purchased all participations required to be purchased by it under this Agreement and the other Transaction Loan Documents as of such Settlement Date, the Administrative Agent will shall pay to each Lender such Lender’s Pro Rata Share of principal, interest and Fees (to the extent payable to all Lenders) with respect to each applicable Advance, paid by the Borrower 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 Additional Term Loans 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 W H or the applicable Assignment Agreement) not later than 3:00 2:00 p.m. (New York time) on the next Business Day following each Settlement Date. (iii) On each Settlement Date, the Administrative Agent will advise the Swing Line Lender of the amount of principal, interest and Fees paid for the benefit of the Swing Line Lender with respect to the Swing Line Loan. The Administrative Agent will pay to the Swing Line Lender the amount of principal, interest and Fees paid by the Borrower since the previous Settlement Date for the benefit of the Swing Line Lender. Such payments shall be made by wire transfer or by book balance to the Swing Line Lender’s account (as specified by the Swing Line Lender in Annex W or the applicable Assignment Agreement) not later than 3:00 p.m. (New York time) on each Settlement Date.

Advances; Payments. (Ai) The Administrative Revolving Lenders shall refund or participate in the Swing Line Loan in accordance with clauses (iii) and (iv) of Section 1.1(e). Agent shallshall notify Revolving Lenders, promptly after receipt of a Borrowing Request delivered in accordance with Section 2.03(a) Notice of Revolving Credit Advance and in any event prior to 2:00 1:00 p.m. (New York time) on the date such Borrowing Request Notice of Revolving Advance is deemed received, by telecopy, telephone or other similar form of communication notify the Swing Line transmission. Each Revolving Lender or the Lenders, as applicable, of its receipt of a Borrowing Request relating to a request for Swing Line Advances or Revolving Credit Advances, as applicable, and (B) the Swing Line Lender or the Lenders, as applicable, shall make the amount of such Swing Line Lender's Pro Rata Share of each Revolving Credit Advance available to the Administrative Agent in same day funds by wire transfer to the Administrative Agent’s 's account as set forth in Annex W H not later than 3:00 p.m. (New York time) on the requested Advance Datefunding 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 in accordance with Section 2.03(c)discretion, before receipt of such wire transfers), subject to the terms hereof (includinghereof, without limitation, the satisfaction of the conditions precedent set forth in Section 3.02), the Administrative Agent shall make available the requested Revolving Credit Advance to the account designated by the Borrower on the Advance Date therefor, the lesser of (x) the amount of the requested Borrowing and (y) the Funding AvailabilityBorrower. All payments by each Revolving Lender under this Section 2.03(b)(i) shall be made without setoff, counterclaim or deduction of any kind. (ii) Agent shall notify Term Lenders promptly after receipt of a Notice of Term Loan B Advance or promptly upon its receipt of notice of a payment by the L/C Issuer under the Litigation L/C, and in any event prior to 1:00 p.m. (New York time) on the date a Notice of Term Loan B Advance is received or, in the case of a notice of payment under the Litigation L/C prior to 1:00 p.m. on the Business Day next following the date of Agent's receipt of such notice. Any such notification to Term Lenders shall be by telecopy, telephone or other similar form of -58- 63 transmission. Each Term Lender shall make the amount of such Lender's Pro Rata Share of the Term Loan B or payment under the Litigation L/C 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 Term Loan B Funding Date in the case of Term Loan B if requested as an Index Rate Loan, not later than 11:00 a.m. (New York time) on the Term Loan B Funding Date in the case of Term Loan B if requested as a LIBOR Loan or, not later than 3:00 p.m. (New York time) on the Business Day next following the date of Agent's receipt of notice of such payment in the case of a payment with respect to the Litigation L/C. In the case of Term Loan B, 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 Term Loan B available to Borrower. All payments by each Term Lender shall be made without setoff, counterclaim or deduction of any kind. (iii) On the second (2nd) Business Day of each Settlement Date, calendar week or more frequently as aggregate cumulative payments in excess of $2,000,000 are received with respect to the Administrative Agent will advise each Lender Loans (other than the Swing Line LenderLoan) (each, a "Settlement Date"), Agent 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 (to the extent payable to all Lenders) paid for the benefit of Lenders with respect to each Advanceapplicable Loan. Provided that such Lender has made all payments required to be made by it and has purchased all participations required to be purchased by it under this Agreement and the other Transaction Loan Documents as of such Settlement Date, the Administrative Agent will pay to each Lender such Lender’s 's Pro Rata Share of principal, interest and Fees (to the extent payable to all Lenders) with respect to each applicable Advance, paid by the Borrower since the previous Settlement Date for the benefit of that LenderLender on the Loans held by it. Such payments shall be made by wire transfer to such Lender’s 's account (as specified by such Lender in Annex W H or the applicable Assignment Agreement) not later than 3:00 1:00 p.m. (New York Chicago time) on the next Business Day following each Settlement Date. (iii) On each Settlement Date, the Administrative Agent will advise the Swing Line Lender of the amount of principal, interest and Fees paid for the benefit of the Swing Line Lender with respect to the Swing Line Loan. The Administrative Agent will pay to the Swing Line Lender the amount of principal, interest and Fees paid by the Borrower since the previous Settlement Date for the benefit of the Swing Line Lender. Such payments shall be made by wire transfer or by book balance to the Swing Line Lender’s account (as specified by the Swing Line Lender in Annex W or the applicable Assignment Agreement) not later than 3:00 p.m. (New York time) on each Settlement Date.