Common use of Advances; Payments Clause in Contracts

Advances; Payments. (i) 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 shall notify Lenders promptly after receipt of a Notice of Revolving Credit Advance and in any event prior to 1:00 p.m. (New York time) on the date such Notice of a Revolving Credit Advance is received, by fax, telephone or other similar form of transmission. Each Lender shall make the amount of such Lender’s Pro Rata Share of such U.S. Revolving Credit Advance available to Agent in same day funds by wire transfer to Agent’s account as set forth in Section 1.1(d) not later than 3:00 p.m. (New York time) on the requested Funding Date in the case of an Index Rate Loan and not later than 11:00 a.m. (New York time) on the requested Funding Date in the case of a LIBOR Loan. After receipt of such wire transfers (or, in the Agent’s sole discretion, before receipt of such wire transfers), subject to the terms hereof, Agent shall make the requested Revolving Credit Advance to U.S. Borrower as designated by U.S. Borrower in the Notice of Revolving Credit Advance. All payments by each Lender shall be made without setoff, counterclaim or deduction of any kind. If Revolving Loans are provided to Canadian Borrower after the Canadian Loan Refunding Date, Canadian Agent shall notify Lenders promptly after receipt of a Notice of Revolving Credit Advance requesting a Revolving Credit Advance for Canadian Borrower and in any event prior to 1:00 p.m. (New York time) on the date such Notice of Revolving Credit Advance is received by fax, telephone or other similar form of transmission. Each Lender shall make available to Canadian Agent such Lender’s Pro Rata Share of such Canadian Revolving Credit Advance in same day funds by wire transfer to Canadian Agent’s account as set forth in Section 1.1(d) not later than 3:00 p.m. (New York time) on the requested Funding Date in the case of an Index Rate Loan and not later than 11:00 a.m. (New York time) on the requested Funding Date in the case of a LIBOR Loan. After receipt of such wire transfers (or, in the Canadian Agent’s sole discretion, before receipt of such wire transfers), subject to the terms hereof, Canadian Agent shall make the requested Canadian Revolving Credit Advance to Canadian Borrower as designated by Borrower Representative in the Notice of Revolving Credit Advance. All payments by each Lender shall be made without setoff, counterclaim or deduction of any kind. (ii) At least once each calendar week or more frequently at Agent’s election (each, a “Settlement Date”), Agent shall advise each Lender by telephone or fax of the amount of such Lender’s Pro Rata Share of principal, interest and Fees paid for the benefit of Lenders with respect to the U.S. Revolving Loan. Provided that each Lender has funded all payments and Advances required to be made by it and purchased all participations, including, without limitation, Participating Interests, required to be purchased by it under this Agreement and the other Loan Documents as of such Settlement Date, Agent shall pay to each Lender such Lender’s Pro Rata Share of principal, interest and Fees paid by U.S. Borrower since the previous Settlement Date for the benefit of such Lender on the U.S. Revolving Loan held by it. Such payments shall be made by wire transfer to such Lender’s account (as specified by such Lender in Annex E or the applicable Assignment Agreement) not later than 2:00 p.m. (New York time) on the next Business Day following each Settlement Date. To the extent that any Lender (a “Non-Funding Lender”) has failed to fund all such payments and Advances or failed to fund the purchase of all such participations, Agent shall be entitled to set off the funding shortfall against that Non-Funding Lender’s Pro Rata Share of all payments received from U.S. Borrower. Prior to the Canadian Loan Refunding Date, Canadian Agent shall send by wire transfer to each Lender its Participation Fee within one Business Day after the corresponding interest payment has been received by it from Canadian Borrower. From and after the Canadian Loan Refunding Date, the weekly settlement procedures set forth above with respect to Agent and the U.S. Revolving Loan shall also apply and shall be deemed to refer, mutatis mutandis, to Canadian Agent and the Canadian Revolving Loan.

Advances; Payments. (i) A Loan Lenders shall refund or participate in the Swing Line Loan in accordance with clauses (iii) and (iv) of Section 1.1(b1.1(c). If the Swing Line Lender declines to make a Swing Line Loan or if Swing Line Availability is zero, Agent shall notify Lenders A Loan Lenders, promptly after receipt of a Notice of US Revolving Credit Advance and in any event prior to 1:00 2:00 p.m. (New York time) on the date such Notice of a US Revolving Credit Advance is received, by faxtelecopy, telephone or other similar form of transmission. Each A Loan Lender shall make the amount of such Lender’s 's US Pro Rata Share of such U.S. US Revolving Credit Advance available to Agent in same day funds by wire transfer to Agent’s 's account as set forth in Section 1.1(d) Annex H not later than 3:00 p.m. (New York time) on the requested Funding Date funding date, in the case of an a US Index Rate Loan Loan, and not later than 11:00 a.m. 12:00 noon (New York time) on the requested Funding Date funding date, in the case of a LIBOR Loan. After receipt of such wire transfers (or, in the Agent’s 's sole discretion, before receipt of such wire transfers), subject to the terms hereof, Agent shall make the requested US Revolving Credit Advance to U.S. the US Borrower as designated by U.S. Borrower Representative in the Notice of US Revolving Credit Advance. All payments by each Lender shall be made without setoff, counterclaim or deduction of any kind. If Revolving Loans are provided to Canadian Borrower after the Canadian Loan Refunding Date, Canadian Agent shall notify Lenders Canadian Lenders, promptly after receipt of a Notice of Canadian Revolving Credit Advance requesting a Revolving Credit Advance for Canadian Borrower and in any event prior to 1:00 2:00 p.m. (New York time) on the date such Notice of Canadian Revolving Credit Advance is received received, by faxtelecopy, telephone or other similar form of transmission. Each Canadian Lender shall make available to Canadian Agent the amount of such Lender’s 's Canadian Pro Rata Share of such Canadian Revolving Credit Advance available to Canadian Agent in same day funds by wire transfer to Canadian Agent’s 's account as set forth in Section 1.1(d) Annex H not later than 3:00 p.m. (New York time) on the requested Funding Date funding date, in the case of an a Canadian Index Rate Loan or a US Index Rate Loan, and not later than 11:00 a.m. 12:00 noon (New York time) on the requested Funding Date funding date, in the case of a LIBOR Loan or a BA Rate Loan. After receipt of such wire transfers (or, in the Canadian Agent’s 's sole discretion, before receipt of such wire transfers), subject to the terms hereof, Canadian Agent shall make the requested Canadian Revolving Credit Advance to Canadian Borrower. Agent shall notify B Loan Lenders, promptly after receipt of a Notice of Term Loan B Advance and in any event prior to 2:00 p.m. (New York time) on the date such Notice of Term Loan B Advance is received by telecopy, telephone or other similar form of transmission. Each B Loan Lender shall make the amount of such Lender's US Pro Rata Share of such Advance under the Term Loan B Commitment available to Agent in same day funds by wire transfer to Agent's account as set forth in Annex H not later than 3:00 p.m. (New York time) on the requested funding date, in the case of a US 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 Agent's sole discretion, before receipt of such wire transfers), subject to the terms hereof, Agent shall make the requested Advance under the Term Loan B Commitment to the US Borrower as designated by Borrower Representative in the Notice of Revolving Credit Term Loan B Advance. All payments by each Lender shall be made without setoff, counterclaim or deduction of any kind. (ii) At least once On the 2nd Business Day of each calendar week or more frequently at Agent’s 's or Canadian Agent's election (each, a “"Settlement Date”"), Agent shall advise each US Lender and Canadian Agent shall advise each Canadian Lender by telephone telephone, or fax telecopy of the amount of such Lender’s 's Applicable Pro Rata Share of principal, interest and Fees paid for the benefit of Lenders US Lenders, with respect to the U.S. Revolving LoanUS Obligations, or Canadian Lenders, with respect to the Canadian Obligations. Provided that each Lender has funded all payments and or Advances required to be made by it and has purchased all participations, including, without limitation, Participating Interests, participations required to be purchased by it under this Agreement and the other Loan Documents as of such Settlement Date, Agent shall pay to each US Lender such Lender’s 's US Pro Rata Share of principal, interest and Fees paid by U.S. Borrower US Borrowers since the previous Settlement Date for the benefit of such Lender on the U.S. Revolving Loan Loans held by it and Canadian Agent shall pay to each Canadian Lender such Lender's Canadian Pro Rata Share of principal, interest and Fees paid by Canadian Borrower since the previous Settlement Date for the benefit of such Lenders 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, with respect to any Non-Funding Lender that is a US Lender, Agent shall be entitled to set off the funding short-fall against that Non-Funding Lender's US Pro Rata Share of all payments received from US Borrowers and, with respect to any Non-Funding Lender that is a Canadian Lender, Canadian Agent shall be entitled to set off the funding short-fall against that Non-Funding Lender's Canadian Pro Rata Share of all payments received from Canadian Borrower. Such payments shall be made by wire transfer to such Lender’s 's account (as specified by such Lender in Annex E H or the applicable Assignment Agreement) not later than 2:00 p.m. (New York time) on the next Business Day following each Settlement Date. 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 U.S. Borrower. Prior to the Canadian Loan Refunding Date, Canadian Agent shall send by wire transfer to each Lender its Participation Fee within one Business Day after the corresponding interest payment has been received by it from Canadian Borrower. From and after the Canadian Loan Refunding Date, the weekly settlement procedures set forth above with respect to Agent and the U.S. Revolving Loan shall also apply and shall be deemed to refer, mutatis mutandis, to Canadian Agent and the Canadian Revolving Loan.

Advances; Payments. (i) Revolving Lenders shall refund or participate in the Swing Line Loan in accordance with clauses (iii) and (iv) of Section 1.1(b1.1(c). If the Swing Line Lender declines to make a Swing Line Loan or if Swing Line Availability is zero, Agent shall notify Revolving Lenders promptly after receipt of a Notice of Revolving Credit Advance and in any event prior to 1:00 p.m. (New York time) on the date such Notice of a Revolving Credit Advance is received, by fax, telephone or other similar form of transmission. Each Revolving Lender shall make the amount of such Revolving Lender’s Pro Rata Share of such U.S. Revolving Credit Advance available to Agent in same day funds by wire transfer to Agent’s account as set forth in Section 1.1(d1.1(e) not later than 3:00 p.m. (New York time) on the requested Funding Date in the case of an Index Rate Loan and not later than 11:00 a.m. (New York time) on the requested Funding Date in the case of a LIBOR Loan. After receipt of such wire transfers (or, in the Agent’s sole discretion, before receipt of such wire transfers), subject to the terms hereof, Agent shall make the requested Revolving Credit Advance to U.S. Borrower Borrowers as designated by U.S. Borrower Representative in the Notice of Revolving Credit Advance. All payments by each Revolving Lender shall be made without setoff, counterclaim or deduction of any kind. If Revolving Loans are provided to Canadian Borrower after the Canadian Loan Refunding Date, Canadian Agent shall notify Revolving Lenders promptly after receipt of a Notice of Revolving Credit Advance requesting a Revolving Credit Advance for Canadian Borrower and in any event prior to 1:00 p.m. (New York time) on the date such Notice of Revolving Credit Advance is received by fax, telephone or other similar form of transmission. Each Revolving Lender shall make available to Canadian Agent such Revolving Lender’s Pro Rata Share of such Canadian Revolving Credit Advance in same day funds by wire transfer to Canadian Agent’s account as set forth in Section 1.1(d1.1(e) not later than 3:00 p.m. (New York time) on the requested Funding Date in the case of an Index Rate Loan and not later than 11:00 a.m. (New York time) on the requested Funding Date in the case of a LIBOR Loan. After receipt of such wire transfers (or, in the Canadian Agent’s sole discretion, before receipt of such wire transfers), subject to the terms hereof, Canadian Agent shall make the requested Canadian Revolving Credit Advance to Canadian Borrower as designated by Borrower Representative in the Notice of Revolving Credit Advance. All payments by each Revolving Lender shall be made without setoff, counterclaim or deduction of any kind. (ii) At least once each calendar week or more frequently at Agent’s election (each, a “Settlement Date”), Agent shall advise each Revolving Lender by telephone or fax of the amount of such Lender’s Pro Rata Share of principal, interest and Fees paid for the benefit of Revolving Lenders with respect to the U.S. Revolving Loan. Provided that each Revolving Lender has funded all payments and Advances required to be made by it and purchased all participations, including, without limitation, Participating Interests, required to be purchased by it under this Agreement and the other Loan Documents as of such Settlement Date, Agent shall pay to each Revolving Lender such Revolving Lender’s Pro Rata Share of principal, interest and Fees paid by U.S. Borrower Borrowers since the previous Settlement Date for the benefit of such Revolving Lender on the U.S. Revolving Loan held by it. Such payments shall be made by wire transfer to such Revolving Lender’s account (as specified by such Revolving Lender in Annex E or the applicable Assignment Agreement) not later than 2:00 p.m. (New York time) on the next Business Day following each Settlement Date. To the extent that any Revolving 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 U.S. BorrowerBorrowers. Prior to the Canadian Loan Refunding Date, Canadian Agent shall send by wire transfer to each Revolving Lender its Participation Fee within one Business Day after the corresponding interest payment has been received by it from Canadian Borrower. From and after the Canadian Loan Refunding Date, the weekly settlement procedures set forth above with respect to Agent and the U.S. Revolving Loan shall also apply and shall be deemed to refer, mutatis mutandis, to Canadian Agent and the Canadian Revolving Loan.

Advances; Payments. (i) First Lien 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(b1.1(c). If the Swing Line Lender declines to make a Swing Line Loan or if Swing Line Availability is zero, Agent shall notify First Lien Lenders with Revolving Loan Commitments, promptly after receipt of a Notice of Revolving Credit Advance and in any event prior to 1:00 2:00 p.m. (New York time) on the date such Notice of a Revolving Credit Advance is received, by faxtelecopy, telephone or other similar form of transmission. Each First Lien Lender with Revolving Loan Commitments shall make the amount of such Lender’s Pro Rata Share of such U.S. Revolving Credit Advance available to Agent in same day funds by wire transfer to Agent’s account as set forth in Section 1.1(d) Annex H not later than 3:00 p.m. (New York time) on the requested Funding Date funding date, in the case of an a US Index Rate Loan Loan, and not later than 11:00 a.m. 12:00 noon (New York time) on the requested Funding Date funding date, in the case of a LIBOR Loan. After receipt of such wire transfers (or, in the Agent’s sole discretion, before receipt of such wire transfers), subject to the terms hereof, Agent shall make the requested Revolving Credit Advance to U.S. the US Borrower as designated by U.S. Borrower in the Notice of Revolving Credit Advance. All payments by each Lender shall be made without setoff, counterclaim or deduction of any kind. If Revolving Loans are provided to Canadian Borrower after the Canadian Loan Refunding Date, Canadian Agent shall notify Lenders promptly after receipt of a Notice of Revolving Credit Advance requesting a Revolving Credit Advance for Canadian Borrower and in any event prior to 1:00 p.m. (New York time) on the date such Notice of Revolving Credit Advance is received by fax, telephone or other similar form of transmission. Each Lender shall make available to Canadian Agent such Lender’s Pro Rata Share of such Canadian Revolving Credit Advance in same day funds by wire transfer to Canadian Agent’s account as set forth in Section 1.1(d) not later than 3:00 p.m. (New York time) on the requested Funding Date in the case of an Index Rate Loan and not later than 11:00 a.m. (New York time) on the requested Funding Date in the case of a LIBOR Loan. After receipt of such wire transfers (or, in the Canadian Agent’s sole discretion, before receipt of such wire transfers), subject to the terms hereof, Canadian Agent shall make the requested Canadian Revolving Credit Advance to Canadian Borrower as designated by Borrower Representative in the Notice of Revolving Credit Advance. All payments by each Lender shall be made without setoff, counterclaim or deduction of any kind. (ii) At least once On the 2nd Business Day of each calendar week or more frequently at Agent’s or Canadian Agent’s election (each, a “Settlement Date”), Agent shall advise each US Lender and Canadian Agent shall advise each Canadian Lender by telephone telephone, or fax telecopy of the amount of such Lender’s Applicable Pro Rata Share of principal, interest and Fees paid for the benefit of Lenders US Lenders, with respect to the U.S. Revolving LoanUS Obligations, or Canadian Lenders, with respect to the Canadian Obligations. Provided that each Lender has funded all payments and or Advances required to be made by it and has purchased all participations, including, without limitation, Participating Interests, participations required to be purchased by it under this Agreement and the other Loan Documents as of such Settlement Date, Agent shall pay to each US Lender such Lender’s US Pro Rata Share of principal, interest and Fees paid by U.S. Borrower US Borrowers since the previous Settlement Date for the benefit of such Lender on the U.S. Revolving Loan Loans held by it and Canadian Agent shall pay to each Canadian Lender such Lender’s Canadian Pro Rata Share of principal, interest and Fees paid by Canadian Borrower since the previous Settlement Date for the benefit of such Lenders on the Loans held by it. Such payments shall be made by wire transfer to such Lender’s account (as specified by such Lender in Annex E or the applicable Assignment Agreement) not later than 2:00 p.m. (New York time) on the next Business Day following each Settlement Date. To the extent that any Lender (a “Non-Funding Lender”) has failed to fund all such payments and Advances or failed to fund the purchase of all such participations, with respect to any Non-Funding Lender that is a US Lender, Agent shall be entitled to set off the funding shortfall short-fall against that Non-Funding Lender’s US Pro Rata Share of all payments received from U.S. Borrower. Prior US Borrowers and, with respect to the any Non-Funding Lender that is a Canadian Loan Refunding DateLender, Canadian Agent shall send be entitled to set off the funding short-fall against that Non-Funding Lender’s Canadian Pro Rata Share of all payments received from Canadian Borrower. Such payments shall be made by wire transfer to each such Lender’s account (as specified by such Lender its Participation Fee within one in Annex H or the applicable Assignment Agreement) not later than 2:00 p.m. (New York time) on the next Business Day after the corresponding interest payment has been received by it from Canadian Borrower. From and after the Canadian Loan Refunding following each Settlement Date, the weekly settlement procedures set forth above with respect to Agent and the U.S. Revolving Loan shall also apply and shall be deemed to refer, mutatis mutandis, to Canadian Agent and the Canadian Revolving Loan.

Advances; Payments. (i) 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 shall notify Lenders promptly after receipt of a Notice of Revolving Credit Advance and in any event prior to 1:00 p.m. (New York time) on the date such Notice of a Revolving Credit Advance is received, by fax, telephone or other similar form of transmission. Each Lender shall make the amount of such Lender’s 's Pro Rata Share of such U.S. Revolving Credit Advance available to Agent in same day funds by wire transfer to Agent’s 's account as set forth in Section 1.1(d) not later than 3:00 p.m. (New York time) on the requested Funding Date in the case of an Index Rate Loan and not later than 11:00 a.m. (New York time) on the requested Funding Date in the case of a LIBOR Loan. After receipt of such wire transfers (or, in the Agent’s 's sole discretion, before receipt of such wire transfers), subject to the terms hereof, Agent shall make the requested Revolving Credit Advance to U.S. Borrower as designated by U.S. Borrower in the Notice of Revolving Credit Advance. All payments by each Lender shall be made without setoff, counterclaim or deduction of any kind. If Revolving Loans are provided to Canadian Borrower after the Canadian Loan Refunding Date, Canadian Agent shall notify Lenders promptly after receipt of a Notice of Revolving Credit Advance requesting a Revolving Credit Advance for Canadian Borrower and in any event prior to 1:00 p.m. (New York time) on the date such Notice of Revolving Credit Advance is received by fax, telephone or other similar form of transmission. Each Lender shall make available to Canadian Agent such Lender’s 's Pro Rata Share of such Canadian Revolving Credit Advance in same day funds by wire transfer to Canadian Agent’s 's account as set forth in Section 1.1(d) not later than 3:00 p.m. (New York time) on the requested Funding Date in the case of an Index Rate Loan and not later than 11:00 a.m. (New York time) on the requested Funding Date in the case of a LIBOR Loan. After receipt of such wire transfers (or, in the Canadian Agent’s 's sole discretion, before receipt of such wire transfers), subject to the terms hereof, Canadian Agent shall make the requested Canadian Revolving Credit Advance to Canadian Borrower as designated by Borrower Representative in the Notice of Revolving Credit Advance. All payments by each Lender shall be made without setoff, counterclaim or deduction of any kind. (ii) At least once each calendar week or more frequently at Agent’s 's election (each, a “"Settlement Date”"), Agent shall advise each Lender by telephone or fax of the amount of such Lender’s 's Pro Rata Share of principal, interest and Fees paid for the benefit of Lenders with respect to the U.S. Revolving Loan. Provided that each Lender has funded all payments and Advances required to be made by it and purchased all participations, including, without limitation, Participating Interests, required to be purchased by it under this Agreement and the other Loan Documents as of such Settlement Date, Agent shall pay to each Lender such Lender’s 's Pro Rata Share of principal, interest and Fees paid by U.S. Borrower since the previous Settlement Date for the benefit of such Lender on the U.S. Revolving Loan held by it. Such payments shall be made by wire transfer to such Lender’s 's account (as specified by such Lender in Annex E or the applicable Assignment Agreement) not later than 2:00 p.m. (New York time) on the next Business Day following each Settlement Date. To the extent that any Lender (a “"Non-Funding Lender”") has failed to fund all such payments and Advances or failed to fund the purchase of all such participations, Agent shall be entitled to set off the funding shortfall against that Non-Funding Lender’s 's Pro Rata Share of all payments received from U.S. Borrower. Prior to the Canadian Loan Refunding Date, Canadian Agent shall send by wire transfer to each Lender its Participation Fee within one Business Day after the corresponding interest payment has been received by it from Canadian Borrower. From and after the Canadian Loan Refunding Date, the weekly settlement procedures set forth above with respect to Agent and the U.S. Revolving Loan shall also apply and shall be deemed to refer, mutatis mutandis, to Canadian Agent and the Canadian Revolving Loan.