Common use of Fundings by Xxxxxxx Clause in Contracts

Fundings by Xxxxxxx. Subject to its receipt of notice from Agent of a Funding Notice as provided in Section 2.15(b) (except in the case of a deemed request by Borrower Agent for a Revolving Loan as provided in Section 2.15(b)(ii) or (iii), in which event no Funding Notice need be submitted), each Lender shall timely honor its Revolving Commitment by funding its Pro Rata share of each borrowing of Revolving Loans that is properly requested and that Borrowers are entitled to receive under this Agreement. Agent shall endeavor to notify Lenders of each Funding Notice (or deemed request for a borrowing pursuant to Section 2.15(b)(ii) or (iii)), by 2:00 p.m. on the proposed funding date (in the case of Base Rate Loans) or by 3:00 p.m. at least two (2) Business Days before the proposed funding date (in the case of LIBOR Loans). Each Lender shall deposit with Agent an amount equal to its Pro Rata share of the borrowing requested or deemed requested by Borrowers at Agent's designated bank in immediately available funds not later than 3:00 p.m. on the date of funding of such borrowing, unless Agent's notice to Lenders is received after 2:00 p.m. on the proposed funding date of a Base Rate Loan, in which event Lenders shall deposit with Agent their respective Pro Rata shares of the requested borrowing on or before 1:00 p.m. of the next Business Day. Subject to its receipt of such amounts from Lenders, Agent shall make the proceeds of the Revolving Loans received by it available to Borrowers by disbursing such proceeds in accordance with Borrower Agent's disbursement instructions set forth in the applicable Funding Notice. Neither Agent nor any Lender shall have any liability on account of any delay by any bank or other depository institution in treating the proceeds of any Revolving Loan as collected funds or any delay in receipt, or any loss, of funds that constitute a Revolving Loan, the wire transfer of which was initiated by Agent in accordance with wiring instructions provided to Agent. Unless Agent shall have been notified in writing by a Lender prior to the proposed time of funding that such Lender does not intend to deposit with Agent an amount equal such Xxxxxx's Pro Rata share of the requested borrowing (or deemed request for a borrowing pursuant to Section 2.15(b)(ii) or (iii)), Agent may assume that such Lender has deposited or promptly will deposit its share with Agent and Agent may in its discretion disburse a corresponding amount to Borrowers on the applicable funding date. If a Lender's Pro Rata share of such borrowing is not in fact deposited with Agent, then, if Agent has disbursed to Borrowers an amount corresponding to such share, then such Lender agrees to pay, and in addition Borrowers agree to repay, to Agent forthwith on demand such corresponding amount, together with interest thereon, for each day from the date such amount is disbursed by Agent to or for the benefit of Borrowers until the date such amount is paid or repaid to Agent, (a) in the case of Borrowers, at the interest rate applicable to such borrowing and (b) in the case of such Lender, at the Federal Funds Rate. If such Lender repays to Agent such corresponding amount, such amount so repaid shall constitute a Revolving Loan, and if both such Lender and Borrowers shall have repaid such corresponding amount, Agent shall promptly return to Borrowers such corresponding amount in same day funds. A notice from Agent submitted to any Lender with respect to amounts owing under this Section 2.15 shall be conclusive, absent manifest error.

Fundings by Xxxxxxx. Subject to its receipt of notice from Agent of a Funding Notice as provided in Section 2.15(b) (except in the case of a deemed request by Borrower Agent for a Revolving Loan as provided in Section 2.15(b)(ii) or (iii), in which event no Funding Notice need be submitted), each Each Lender shall timely honor its Revolving Revolver Commitment by funding its Pro Rata share of each borrowing Borrowing of Revolving Revolver Loans that is properly requested and that Borrowers are entitled hereunder. Except for Borrowings to receive under this Agreement. be made as Swingline Loans, Agent shall endeavor to notify Lenders of each Funding Notice of Borrowing (or deemed request for a borrowing pursuant Borrowing) by 12:00 noon (Los Angeles time) on the date prior to Section 2.15(b)(ii) or (iii)), by 2:00 p.m. on the proposed funding date for Adjusted Base Rate Loans or by 3:00 p.m. (Los Angeles time) at least three Business Days before any proposed funding of SOFR Loans (or on the requested funding date in the case of Base Rate Loans) or by 3:00 p.m. at least two (2) Business Days before SOFR Loans to be made on the proposed funding date (in the case of LIBOR LoansSecond A&R Closing Date). Each Lender shall deposit with fund to Agent an amount equal to its such Xxxxxx's Pro Rata share of the borrowing requested or deemed requested Borrowing to the account specified by Borrowers at Agent's designated bank Agent in immediately available funds not later than 3:00 2:00 p.m. (Los Angeles time) on the date of requested funding of such borrowingdate, unless Agent's notice to Lenders is received after 2:00 p.m. on the proposed funding date of a Base Rate Loantimes provided above, in which event Lenders case Lender shall deposit with Agent their respective fund its Pro Rata shares of the requested borrowing share by 11:00 a.m. (Los Angeles time) on or before 1:00 p.m. of the next Business Day. Subject to its receipt of such amounts from Lenders, and the satisfaction of the applicable conditions precedent in Section 6, Agent shall make disburse the proceeds of the Revolving Revolver Loans received as directed by it available to Borrowers by disbursing such proceeds in accordance with Borrower Agent's disbursement instructions set forth in the applicable Funding Notice. Neither Agent nor any Lender shall have any liability on account of any delay by any bank or other depository institution in treating the proceeds of any Revolving Loan as collected funds or any delay in receipt, or any loss, of funds that constitute a Revolving Loan, the wire transfer of which was initiated by Agent in accordance with wiring instructions provided to Xxxxxxxx Agent. Unless Agent shall have been notified received (in writing by sufficient time to act) written notice from a Lender prior to the proposed time of funding that such Lender it does not intend to deposit with Agent an amount equal such Xxxxxx's fund its Pro Rata share of the requested borrowing (or deemed request for a borrowing pursuant to Section 2.15(b)(ii) or (iii))Borrowing, Agent may assume that such Lender Xxxxxx has deposited or promptly will deposit its share with Agent Agent, and Agent may in its discretion disburse a corresponding amount to Borrowers on the applicable funding dateBorrowers. If a Lender's Pro Rata share of such borrowing any Borrowing or of any settlement pursuant to Section 4.1.4(b) is not in fact deposited with received by Agent, then, if Agent has disbursed to Borrowers an amount corresponding to such share, then such Lender agrees to pay, and in addition Borrowers agree to repay, repay to Agent forthwith on demand the amount of such corresponding amountshare, together with interest thereon, for each day thereon from the date such amount is disbursed by Agent to or for the benefit of Borrowers until the date such amount is paid or repaid to Agent, (a) in the case of Borrowersrepaid, at the interest rate applicable to such borrowing and (b) in the case of such Lender, at the Federal Funds Rate. If such Lender repays to Agent such corresponding amount, such amount so repaid shall constitute a Revolving Loan, and if both such Lender and Borrowers shall have repaid such corresponding amount, Agent shall promptly return to Borrowers such corresponding amount in same day funds. A notice from Agent submitted to any Lender with respect to amounts owing under this Section 2.15 shall be conclusive, absent manifest errorBorrowing.

Fundings by Xxxxxxx. Subject to its receipt of notice from Agent of a Funding Notice as provided in Section 2.15(b) (except in the case of a deemed request by Borrower Agent for a Revolving Loan as provided in Section 2.15(b)(ii) or (iii), in which event no Funding Notice need be submitted), each Each Lender shall timely honor its Revolving Revolver Commitment by funding its Pro Rata share of each borrowing Borrowing of Revolving Revolver Loans that is properly requested and that Borrowers are entitled hereunder. Except for Borrowings to receive under this Agreement. be made as Swingline Loans, Agent shall endeavor to notify Lenders of each Funding Notice of Borrowing (or deemed request for a borrowing pursuant to Section 2.15(b)(iiBorrowing) or (iii)), by 2:00 p.m. 12:00 noon on the proposed funding date (in the case of for Base Rate Loans or Term SOFR Index Loans) or by 3:00 p.m. at least two (2) Business Days before the proposed funding date (in the case of LIBOR Loans). Each Lender shall deposit with fund to Agent an amount equal to its such Xxxxxx's Pro Rata share of the borrowing requested or deemed requested Borrowing to the account specified by Borrowers at Agent's designated bank Agent in immediately available funds not later than 3:00 2:00 p.m. on the date of requested funding of such borrowingdate, unless Agent's notice to Lenders is received after 2:00 p.m. on the proposed funding date of a Base Rate Loantimes provided above, in which event Lenders case Lender shall deposit with Agent their respective fund its Pro Rata shares of the requested borrowing share by 11:00 a.m. on or before 1:00 p.m. of the next Business Day. Subject to its receipt of such amounts from Lenders, Agent shall make disburse the proceeds of the Revolving Revolver Loans received as directed by it available to Borrowers by disbursing such proceeds in accordance with Borrower Agent's disbursement instructions set forth in the applicable Funding Notice. Neither Agent nor any Lender shall have any liability on account of any delay by any bank or other depository institution in treating the proceeds of any Revolving Loan as collected funds or any delay in receipt, or any loss, of funds that constitute a Revolving Loan, the wire transfer of which was initiated by Agent in accordance with wiring instructions provided to Agent. Unless Agent shall have been notified received (in writing by sufficient time to act) written notice from a Lender prior to the proposed time of funding that such Lender it does not intend to deposit with Agent an amount equal such Xxxxxx's fund its Pro Rata share of the requested borrowing (or deemed request for a borrowing pursuant to Section 2.15(b)(ii) or (iii))Borrowing, Agent may assume that such Lender Xxxxxx has deposited or promptly will deposit its share with Agent Agent, and Agent may in its discretion disburse a corresponding amount to Borrowers on the applicable funding dateBorrowers. If a Lender's Pro Rata share of such borrowing any Borrowing or of any settlement pursuant to Section 4.1.3(b) is not in fact deposited with received by Agent, then, if Agent has disbursed to Borrowers an amount corresponding to such share, then such Lender agrees to pay, and in addition Borrowers agree to repay, repay to Agent forthwith on demand the amount of such corresponding amountshare, together with interest thereon, for each day thereon from the date such amount is disbursed by Agent to or for the benefit of Borrowers until the date such amount is paid or repaid to Agent, (a) in the case of Borrowersrepaid, at the interest rate applicable to such borrowing and (b) in the case of such Lender, at the Federal Funds Rate. If such Lender repays to Agent such corresponding amount, such amount so repaid shall constitute a Revolving Loan, and if both such Lender and Borrowers shall have repaid such corresponding amount, Agent shall promptly return to Borrowers such corresponding amount in same day funds. A notice from Agent submitted to any Lender with respect to amounts owing under this Section 2.15 shall be conclusive, absent manifest errorBorrowing.

Fundings by Xxxxxxx. Subject to its receipt of notice from Agent of a Funding Notice as provided in Section 2.15(b) (except in the case of a deemed request by Borrower Agent for a Revolving Loan as provided in Section 2.15(b)(ii) or (iii), in which event no Funding Notice need be submitted), each Each Lender shall timely honor its Revolving Revolver Commitment by funding its Pro Rata share of each borrowing Borrowing of Revolving Revolver Loans that is properly requested and that Borrowers are entitled hereunder. Except for Borrowings to receive under this Agreement. be made as Swingline Loans, Agent shall endeavor to notify Lenders of each Funding Notice of Borrowing (or deemed request for a borrowing pursuant to Section 2.15(b)(iiBorrowing) or (iii)), by 2:00 p.m. 12:00 on the proposed funding date (in the case of for Base Rate Loans) Loans or by 3:00 p.m. at least two (2) Business Days before the any proposed funding date (in the case of LIBOR SOFR Loans). Each Lender shall deposit with fund to Agent an amount equal to its such Xxxxxx’s Pro Rata share of the borrowing requested or deemed requested Borrowing to the account specified by Borrowers at Agent's designated bank Agent in immediately available funds not later than 3:00 p.m. on the date of funding of such borrowing, unless Agent's notice to Lenders is received after 2:00 p.m. on the proposed requested funding date of a Base Rate Loandate, unless Agent’s notice is received after the times provided above, in which event Lenders Lender shall deposit with Agent their respective fund its Pro Rata shares of the requested borrowing share by 11:00 a.m. on or before 1:00 p.m. of the next Business Day. Subject to its receipt of such amounts from Lenders, Agent shall make disburse the proceeds of the Revolving Revolver Loans received by it available to Borrowers by disbursing such proceeds in accordance with the Operating Account or otherwise, to an account or pursuant to direction of Borrower Agent's disbursement instructions set forth , in the applicable Funding Notice. Neither Agent nor any Lender shall have any liability on account of any delay by any bank or other depository institution in treating the proceeds of any Revolving Loan as collected funds or any delay in receipteach case, or any loss, of funds that constitute a Revolving Loan, the wire transfer of which was initiated by Agent in accordance with wiring instructions provided reasonably satisfactory to Agent. Unless Agent shall have been notified received (in writing by sufficient time to act) written notice from a Lender prior to the proposed time of funding that such Lender it does not intend to deposit with Agent an amount equal such Xxxxxx's fund its Pro Rata share of the requested borrowing (or deemed request for a borrowing pursuant to Section 2.15(b)(ii) or (iii))Borrowing, Agent may assume that such Lender Xxxxxx has deposited or promptly will deposit its share with Agent Agent, and Agent may in its discretion disburse a corresponding amount to Borrowers on the applicable funding dateBorrowers. If a Lender's Pro Rata ’s share of such borrowing any Borrowing or of any settlement pursuant to Section 4.1.3(b) is not in fact deposited with received by Agent, then, if Agent has disbursed to Borrowers an amount corresponding to such share, then such Lender agrees to pay, and in addition Borrowers agree to repay, repay to Agent forthwith on demand the amount of such corresponding amountshare, together with interest thereon, for each day thereon from the date such amount is disbursed by Agent to or for the benefit of Borrowers until the date such amount is paid or repaid to Agent, (a) in the case of Borrowersrepaid, at the interest rate applicable to such borrowing and (b) in the case of such Lender, at the Federal Funds Rate. If such Lender repays to Agent such corresponding amount, such amount so repaid shall constitute a Revolving Loan, and if both such Lender and Borrowers shall have repaid such corresponding amount, Agent shall promptly return to Borrowers such corresponding amount in same day funds. A notice from Agent submitted to any Lender with respect to amounts owing under this Section 2.15 shall be conclusive, absent manifest errorBorrowing.

Fundings by Xxxxxxx. Subject Except for Borrowings to its receipt of notice from Agent of a Funding Notice be made as provided in Section 2.15(b) (except in the case of a deemed request by Borrower Agent for a Revolving Loan as provided in Section 2.15(b)(ii) or (iii)Swingline Loans, in which event no Funding Notice need be submitted), each Lender shall timely honor its Revolving Commitment by funding its Pro Rata share of each borrowing of Revolving Loans that is properly requested and that Borrowers are entitled to receive under this Agreement. Agent shall endeavor to notify Canadian Lenders or U.S. Lenders, as applicable, of each Funding Notice of Borrowing (or deemed request for a borrowing pursuant to Section 2.15(b)(iiBorrowing) or by 1:00 p.m. (iii)), by 2:00 p.m. Applicable Time Zone) on the proposed funding date (in the case of Base for a Floating Rate Loans) Loan or by 3:00 p.m. (Applicable Time Zone) at least two (2) three Business Days before the a proposed funding date (in the case of LIBOR Loans)an Interest Period Loan. Each Lender shall deposit with Agent an amount equal to fund its Pro Rata share of the borrowing requested or deemed requested by Borrowers at Agent's designated bank a Borrowing in immediately available funds not later than 3:00 p.m. (Applicable Time Zone) on the date of requested funding of such borrowingdate, unless Agent's ’s notice to Lenders is received after 2:00 p.m. on the proposed funding date of a Base Rate Loantimes provided above, in which event Lenders case Lender shall deposit with Agent their respective Pro Rata shares of the requested borrowing on or before fund by 1:00 p.m. of (Applicable Time Zone) on the next Business Day. Subject to its receipt of such amounts from Lenders, Agent shall make disburse the Borrowing proceeds of the Revolving Loans received as directed by it available to Borrowers by disbursing such proceeds in accordance with Borrower Agent's disbursement instructions set forth in the applicable Funding Notice. Neither Agent nor any Lender shall have any liability on account of any delay by any bank or other depository institution in treating the proceeds of any Revolving Loan as collected funds or any delay in receipt, or any loss, of funds that constitute a Revolving Loan, the wire transfer of which was initiated by Agent in accordance with wiring instructions provided to AgentBorrower. Unless Agent shall have been notified received (in writing by sufficient time to act) written notice from a Lender prior to the proposed time of funding that such Lender it does not intend to deposit with Agent an amount equal such Xxxxxx's Pro Rata fund its share of the requested borrowing (or deemed request for a borrowing pursuant to Section 2.15(b)(ii) or (iii))Borrowing, Agent may assume that such Lender has deposited or promptly will deposit its share with Agent Agent, and Agent may in its discretion disburse a corresponding amount to Borrowers on the applicable funding dateBorrower. If a Lender's Pro Rata ’s share of such borrowing a Borrowing or of a settlement under Section 4.1.3(b) is not in fact deposited with received by Agent, thenthen Canadian Borrowers or U.S. Borrowers, if as applicable, agree to repay to Agent has disbursed to Borrowers an on demand the amount corresponding to of such share, then such Lender agrees to pay, and in addition Borrowers agree to repay, to Agent forthwith on demand such corresponding amount, together with interest thereon, for each day thereon from the date such amount is disbursed by Agent to or for the benefit of Borrowers until the date such amount is paid or repaid to Agent, (a) in the case of Borrowersrepaid, at the interest rate applicable to such borrowing and (b) in the case of such Lender, at the Federal Funds RateBorrowing. If such A Lender repays to Agent such corresponding amount, such amount so repaid shall constitute a Revolving Loanor Issuing Bank may fulfill its obligations under Loan Documents through one or more Lending Offices, and if both such Lender and Borrowers this shall have repaid such corresponding amount, Agent shall promptly return to Borrowers such corresponding amount in same day funds. A notice from Agent submitted to not affect any Lender obligation of Obligors under the Loan Documents or with respect to amounts owing under this Section 2.15 shall be conclusive, absent manifest errorany Obligations.

Fundings by Xxxxxxx. Subject to its receipt of notice from Agent of a Funding Notice as provided in Section 2.15(b) (except in the case of a deemed request by Borrower Agent Except for a Revolving Loan as provided in Section 2.15(b)(ii) or (iii)Swingline Loans, in which event no Funding Notice need be submitted), each Lender shall timely honor its Revolving Commitment by funding its Pro Rata share of each borrowing of Revolving Loans that is properly requested and that Borrowers are entitled to receive under this Agreement. Agent shall endeavor to notify Lenders of each Funding Notice of Borrowing (or deemed request for a borrowing pursuant to Section 2.15(b)(iiBorrowing) or (iii)), by 2:00 1:00 p.m. on the proposed funding date (in the case of for a Base Rate Loans) Loan or by 3:00 p.m. at least two (2) Business Days before the a proposed funding date (in the case of LIBOR Loans)a LIBORTerm SOFR Loan. Each Lender shall deposit with Agent an amount equal to fund its Pro Rata share of the borrowing requested or deemed requested by Borrowers at Agent's designated bank a Borrowing in immediately available funds not later than 3:00 p.m. on the date of requested funding of such borrowingdate, unless Agent's ’s notice to Lenders is received after 2:00 p.m. on the proposed funding date of a Base Rate Loantimes provided above, in which event Lenders case Lender shall deposit with Agent their respective Pro Rata shares of the requested borrowing fund by 11:00 a.m. on or before 1:00 p.m. of the next Business Day. Subject to its receipt of such amounts from Lenders, Agent shall make disburse the proceeds of the Revolving Loans received by it available to Borrowers by disbursing such Borrowing proceeds in accordance with a manner directed by Borrower Agent's disbursement instructions set forth in the applicable Funding Notice. Neither Agent nor any Lender shall have any liability on account of any delay by any bank or other depository institution in treating the proceeds of any Revolving Loan as collected funds or any delay in receipt, or any loss, of funds that constitute a Revolving Loan, the wire transfer of which was initiated by Agent in accordance with wiring instructions provided and acceptable to Agent. Unless Agent shall have been notified receives (in writing by sufficient time to act) written notice from a Lender prior to the proposed time of funding that such Lender does it will not intend to deposit with Agent an amount equal such Xxxxxx's Pro Rata fund its share of the requested borrowing (or deemed request for a borrowing pursuant to Section 2.15(b)(ii) or (iii))Borrowing, Agent may assume that such Lender Xxxxxx has deposited or promptly will deposit its share with Agent Agent, and Agent may in its discretion disburse a corresponding amount to Borrowers on the applicable funding dateBorrowers. If a Lender's Pro Rata ’s share of such borrowing a Borrowing or of a settlement under Section 4.1.3(b) is not in fact deposited with received by Agent, then, if Agent has disbursed to Borrowers an amount corresponding to such share, then such Lender agrees to pay, and in addition Borrowers agree to repay, repay to Agent forthwith on demand the amount of such corresponding amountshare, together with interest thereon, for each day thereon from the date such amount is disbursed by Agent to or for the benefit of Borrowers until the date such amount is paid or repaid to Agent, (a) in the case of Borrowersrepaid, at the interest rate applicable to such borrowing and (b) in the case of such Lender, at the Federal Funds RateBorrowing. If such A Lender repays to Agent such corresponding amount, such amount so repaid shall constitute a Revolving Loanmay fulfill its obligations under Loan Documents through one or more Lending Offices, and if both such Lender and Borrowers this shall have repaid such corresponding amount, Agent shall promptly return to Borrowers such corresponding amount in same day funds. A notice from Agent submitted to not affect any Lender obligation of Obligors under the Loan Documents or with respect to amounts owing under any Obligations. Nothing in this Section 2.15 subsection shall be conclusive, absent manifest errordeemed to relieve any Lender from its obligation to fund its share of any Borrowing or of a settlement under Section 4.1.3(b) or to prejudice any rights which the Borrower may have against any Lender as a result of any default by such Lender hereunder.

Fundings by Xxxxxxx. Subject to its receipt of notice from Agent of a Funding Notice as provided in Section 2.15(b) (except in the case of a deemed request by Borrower Agent for a Revolving Loan as provided in Section 2.15(b)(ii) or (iii), in which event no Funding Notice need be submitted), each Each Applicable Lender shall timely honor its Revolving Borrower Group Commitment by funding its Pro Rata share of each borrowing Borrowing of Revolving Loans under such Borrower Group Commitment that is properly requested and that Borrowers are entitled hereunder. Except for Borrowings to receive under this Agreement. be made as Swingline Loans, Agent shall endeavor to notify the Applicable Lenders of each Funding Notice of Borrowing (or deemed request for a borrowing pursuant to Section 2.15(b)(iiBorrowing) or by (iii)), by 2:00 a) 1:00 p.m. (Local Time) on the proposed funding date (in the case of for a U.S. Base Rate LoansLoan, (b) or by 3:00 1:00 p.m. (Local Time) at least two (2) Business Days before the a proposed funding date for a Foreign Base Rate Loan, or (in the case c) 3:00 p.m. (Local Time) at least three Business Days before a proposed funding of LIBOR Loans)an Australian Bank Bill Rate Loan or an Interest Period Loan. Each Applicable Lender shall deposit with Agent an amount equal to fund its Pro Rata share of a Borrowing to the borrowing requested or deemed requested account specified by Borrowers at Agent's designated bank Agent in immediately available funds not later than 3:00 2:00 p.m. (Local Time) or, in the case of a U.S. Base Rate Loan 2:30 p.m. (Local Time), on the date of requested funding of such borrowingdate, unless Agent's ’s notice to Lenders is received after 2:00 p.m. on the proposed funding date of a Base Rate Loantimes provided above, in which event Lenders case each Applicable Lender shall deposit with Agent their respective fund its Pro Rata shares of the requested borrowing share by 11:00 a.m. (Local Time) on or before 1:00 p.m. of the next Business Day. Subject to its receipt of such amounts from the Applicable Lenders, Agent shall make disburse the Borrowing proceeds of the Revolving Loans received as directed by it available to Borrowers by disbursing such proceeds in accordance with Borrower Agent's disbursement instructions set forth in the applicable Funding Notice. Neither Agent nor any Lender shall have any liability on account of any delay by any bank or other depository institution in treating the proceeds of any Revolving Loan as collected funds or any delay in receipt, or any loss, of funds that constitute a Revolving Loan, the wire transfer of which was initiated by Agent in accordance with wiring instructions provided to Borrower Agent. Unless Agent shall have been notified received (in writing by a sufficient time to act) written notice from an Applicable Lender prior to the proposed time of funding that such Lender it does not intend to deposit with Agent an amount equal such Xxxxxx's fund its Pro Rata share of the requested borrowing (or deemed request for a borrowing pursuant to Section 2.15(b)(ii) or (iii))Borrowing, Agent may assume that such Applicable Lender has deposited or promptly will deposit its share with Agent Agent, and Agent may in its discretion disburse a corresponding amount to the Borrower or Borrowers on the applicable funding datewithin such Borrower Group. If a an Applicable Lender's Pro Rata ’s share of such borrowing a Borrowing or of a settlement under Section 4.1.3(b) is not in fact deposited with received by Agent, then, if then the Borrower or Borrowers within the Borrower Group agree to repay to Agent has disbursed to Borrowers an on demand the amount corresponding to of such share, then such Lender agrees to pay, and in addition Borrowers agree to repay, to Agent forthwith on demand such corresponding amount, together with interest thereon, for each day thereon from the date such amount is disbursed by Agent to or for the benefit of Borrowers until the date such amount is paid or repaid to Agent, (a) in the case of Borrowersrepaid, at the interest rate applicable to such borrowing and (b) in the case of such Lender, at the Federal Funds Rate. If such Lender repays to Agent such corresponding amount, such amount so repaid shall constitute a Revolving Loan, and if both such Lender and Borrowers shall have repaid such corresponding amount, Agent shall promptly return to Borrowers such corresponding amount in same day funds. A notice from Agent submitted to any Lender with respect to amounts owing under this Section 2.15 shall be conclusive, absent manifest errorBorrowing.

Fundings by Xxxxxxx. Subject to its receipt of notice from Agent of a Funding Notice as provided in Section 2.15(b) (except in the case of a deemed request by Borrower Agent for a Revolving Loan as provided in Section 2.15(b)(ii) or (iii), in which event no Funding Notice need be submitted), each Each Lender shall timely honor its Revolving Revolver Commitment by funding its Pro Rata share of each borrowing Borrowing of Revolving Revolver Loans that is properly requested and that Borrowers are entitled hereunder. Except for Borrowings to receive under this Agreement. be made as Swingline Loans, Agent shall endeavor to notify Lenders of each Funding Notice of Borrowing (or deemed request for a borrowing pursuant to Section 2.15(b)(iiBorrowing) or (iii)), by 2:00 p.m. 12:00 noon on the proposed funding date (in the case of for Base Rate Loans) Revolver Loans or by 3:00 p.m. at least two (2) Business Days before the any proposed funding date (in the case of LIBOR Loans). Each Lender shall deposit with fund to Agent an amount equal to its such Xxxxxx’s Pro Rata share of the borrowing requested or deemed requested Borrowing to the account specified by Borrowers at Agent's designated bank Agent in immediately available funds not later than 3:00 p.m. on the date of funding of such borrowing, unless Agent's notice to Lenders is received after 2:00 p.m. on the proposed requested funding date of a Base Rate Loandate, unless Agent’s notice is received after the times provided above, in which event Lenders Lender shall deposit with Agent their respective fund its Pro Rata shares of the requested borrowing share by 11:00 a.m. on or before 1:00 p.m. of the next Business Day. Subject to its receipt of such amounts from Lenders, Agent shall make disburse the proceeds of the Revolving Revolver Loans received as directed by it available to Borrowers by disbursing such proceeds in accordance with Borrower Agent's disbursement instructions set forth in the applicable Funding Notice. Neither Agent nor any Lender shall have any liability on account of any delay by any bank or other depository institution in treating the proceeds of any Revolving Loan as collected funds or any delay in receipt, or any loss, of funds that constitute a Revolving Loan, the wire transfer of which was initiated by Agent in accordance with wiring instructions provided to Agent. Unless Agent shall have been notified received (in writing by sufficient time to act) written notice from a Lender prior to the proposed time of funding that such Lender it does not intend to deposit with Agent an amount equal such Xxxxxx's fund its Pro Rata share of the requested borrowing (or deemed request for a borrowing pursuant to Section 2.15(b)(ii) or (iii))Borrowing, Agent may assume that such Lender Xxxxxx has deposited or promptly will deposit its share with Agent Agent, and Agent may in its discretion disburse a corresponding amount to Borrowers on the applicable funding dateBorrowers. If a Lender's Pro Rata ’s share of such borrowing any Borrowing or of any settlement pursuant to Section 4.1.3(b) is not in fact deposited with received by Agent, then, if Agent has disbursed to Borrowers an amount corresponding to such share, then such Lender agrees to pay, and in addition Borrowers agree to repay, repay to Agent forthwith on demand the amount of such corresponding amountshare, together with interest thereon, for each day thereon from the date such amount is disbursed by Agent to or for the benefit of Borrowers until the date such amount is paid or repaid to Agent, (a) in the case of Borrowersrepaid, at the interest rate applicable to such borrowing and (b) in the case of such Lender, at the Federal Funds Rate. If such Lender repays to Agent such corresponding amount, such amount so repaid shall constitute a Revolving Loan, and if both such Lender and Borrowers shall have repaid such corresponding amount, Agent shall promptly return to Borrowers such corresponding amount in same day funds. A notice from Agent submitted to any Lender with respect to amounts owing under this Section 2.15 shall be conclusive, absent manifest errorBorrowing.

Fundings by Xxxxxxx. Subject to its receipt of notice from Agent of a Funding Notice as provided in Section 2.15(b) (except in the case of a deemed request by Borrower Agent for a Revolving Loan as provided in Section 2.15(b)(ii) or (iii), in which event no Funding Notice need be submitted), each Each Tranche A Revolver Lender shall timely honor its Revolving Tranche A Revolver Commitment by funding its Pro Rata share of each borrowing Borrowing of Revolving Tranche A Revolver Loans that is properly requested and hereunder. Each Tranche B Revolver Lender shall timely honor its Tranche B Revolver Commitment by funding its Pro Rata share of each Borrowing of Tranche B Revolver Loans that Borrowers are entitled is properly requested hereunder. Except for Borrowings to receive under this Agreement. be made as Swingline Loans, Agent shall endeavor to notify Lenders of each Funding Notice of Borrowing (or deemed request for a borrowing pursuant to Section 2.15(b)(iiBorrowing) or (iii)), by 2:00 p.m. 12:00 noon on the proposed funding date (in the case of for Base Rate Loans) Loans or by 3:00 p.m. at least two (2) Business Days before the any proposed funding date (in the case of LIBOR Term SOFR Loans). Each Lender shall deposit with fund to Agent an amount equal to its such Xxxxxx’s Pro Rata share of the borrowing requested or deemed requested Borrowing to the account specified by Borrowers at Agent's designated bank Agent in immediately available funds not later than 3:00 p.m. on the date of funding of such borrowing, unless Agent's notice to Lenders is received after 2:00 p.m. on the proposed requested funding date of a Base Rate Loandate, unless Agent’s notice is received after the times provided above, in which event Lenders Lender shall deposit with Agent their respective fund its Pro Rata shares of the requested borrowing share by 11:00 a.m. on or before 1:00 p.m. of the next Business Day. Subject to its receipt of such amounts from Lenders, Agent shall make disburse the proceeds of the Revolving Revolver Loans received as directed by it available to Borrowers by disbursing such proceeds in accordance with Borrower Agent's disbursement instructions set forth in the applicable Funding Notice. Neither Agent nor any Lender shall have any liability on account of any delay by any bank or other depository institution in treating the proceeds of any Revolving Loan as collected funds or any delay in receipt, or any loss, of funds that constitute a Revolving Loan, the wire transfer of which was initiated by Agent in accordance with wiring instructions provided to Agent. Unless Agent shall have been notified received (in writing by sufficient time to act) written notice from a Lender prior to the proposed time of funding that such Lender it does not intend to deposit with Agent an amount equal such Xxxxxx's fund its Pro Rata share of the requested borrowing (or deemed request for a borrowing pursuant to Section 2.15(b)(ii) or (iii))Borrowing, Agent may assume that such Lender Xxxxxx has deposited or promptly will deposit its share with Agent Agent, and Agent may in its discretion disburse a corresponding amount to Borrowers on the applicable funding dateBorrowers. If a Lender's Pro Rata ’s share of such borrowing any Borrowing or of any settlement pursuant to Section 4.1.3(b) is not in fact deposited with received by Agent, then, if Agent has disbursed to Borrowers an amount corresponding to such share, then such Lender agrees to pay, and in addition Borrowers agree to repay, repay to Agent forthwith on demand the amount of such corresponding amountshare, together with interest thereon, for each day thereon from the date such amount is disbursed by Agent to or for the benefit of Borrowers until the date such amount is paid or repaid to Agent, (a) in the case of Borrowersrepaid, at the interest rate applicable to such borrowing and (b) in the case of such Lender, at the Federal Funds Rate. If such Lender repays to Agent such corresponding amount, such amount so repaid shall constitute a Revolving Loan, and if both such Lender and Borrowers shall have repaid such corresponding amount, Agent shall promptly return to Borrowers such corresponding amount in same day funds. A notice from Agent submitted to any Lender with respect to amounts owing under this Section 2.15 shall be conclusive, absent manifest errorBorrowing.

Fundings by Xxxxxxx. Subject to its receipt of notice from Agent of a Funding Notice as provided in Section 2.15(b) (except in the case of a deemed request by Borrower Agent Except for a Revolving Loan as provided in Section 2.15(b)(ii) or (iii)Swingline Loans, in which event no Funding Notice need be submitted), each Lender shall timely honor its Revolving Commitment by funding its Pro Rata share of each borrowing of Revolving Loans that is properly requested and that Borrowers are entitled to receive under this Agreement. Agent shall endeavor to notify US Lenders or UK Lenders, as applicable, of each Funding applicable Notice of Borrowing (or deemed request for a borrowing pursuant to Section 2.15(b)(iiBorrowing) or by 1:00 p.m. (iii)), by 2:00 p.m. Applicable Time Zone) on the proposed funding date (in the case of Base for a Floating Rate Loans) Loan or by 3:00 p.m. at least (Applicable Time Zone) two (2) Business Days before the a proposed funding date (in the case of LIBOR Loans)an Interest Period Loan. Each US Lender or UK Lender, as applicable, shall deposit with Agent an amount equal to fund its Pro Rata share of the borrowing requested or deemed requested by Borrowers at Agent's designated bank a Borrowing in immediately available funds not later than 3:00 p.m. (Applicable Time Zone) on the date of requested funding of such borrowingdate, unless Agent's ’s notice to Lenders is received after 2:00 p.m. on the proposed funding date of a Base Rate Loantimes provided above, in which event Lenders case the applicable Lender shall deposit with Agent their respective Pro Rata shares of the requested borrowing fund by 11:00 a.m. (Applicable Time Zone) on or before 1:00 p.m. of the next Business Day. Subject to its receipt of such amounts from the applicable Lenders, Agent shall make disburse the proceeds of the Revolving Loans received by it available to Borrowers by disbursing such Borrowing proceeds in accordance with Borrower Agent's disbursement instructions set forth in a manner directed by the applicable Funding Notice. Neither Agent nor any Lender shall have any liability on account of any delay by any bank US Borrowers or other depository institution in treating the proceeds of any Revolving Loan UK Borrower, as collected funds or any delay in receiptapplicable, or any loss, of funds that constitute a Revolving Loan, the wire transfer of which was initiated by Agent in accordance with wiring instructions provided and acceptable to Agent. Unless Agent shall have been notified receives (in writing by sufficient time to act) written notice from a Lender prior to the proposed time of funding that such Lender does it will not intend to deposit with Agent an amount equal such Xxxxxx's Pro Rata fund its share of the requested borrowing (or deemed request for a borrowing pursuant to Section 2.15(b)(ii) or (iii))Borrowing, Agent may assume that such Lender Xxxxxx has deposited or promptly will deposit its share with Agent Agent, and Agent may in its discretion disburse a corresponding amount to Borrowers on the applicable funding dateBorrowers. If a Lender's Pro Rata ’s share of such borrowing a Borrowing or of a settlement under Section 4.1.3(b) is not in fact deposited with received by Agent, thenthen US Borrowers or UK Borrower, if as applicable, agree to repay to Agent has disbursed to Borrowers an immediately following demand the amount corresponding to of such share, then such Lender agrees to pay, and in addition Borrowers agree to repay, to Agent forthwith on demand such corresponding amount, together with interest thereon, for each day thereon from the date such amount is disbursed by Agent to or for the benefit of Borrowers until the date such amount is paid or repaid to Agent, (a) in the case of Borrowersrepaid, at the interest rate applicable to such borrowing and (b) in the case of such LenderBorrowing. Agent, at the Federal Funds Rate. If such a Lender repays to Agent such corresponding amount, such amount so repaid shall constitute a Revolving Loanor Issuing Bank may fulfill its obligations under Loan Documents through one or more Lending Offices, and if both such Lender and Borrowers this shall have repaid such corresponding amount, Agent shall promptly return to Borrowers such corresponding amount in same day funds. A notice from Agent submitted to not affect any Lender obligation of Obligors under the Loan Documents or with respect to amounts owing under this Section 2.15 shall be conclusive, absent manifest errorany Obligations.

Fundings by Xxxxxxx. Subject to its receipt of notice from Agent of a Funding Notice as provided in Section 2.15(b) (except in the case of a deemed request by Borrower Agent for a Revolving Loan as provided in Section 2.15(b)(ii) or (iii), in which event no Funding Notice need be submitted), each Each Lender shall timely honor its Revolving Revolver Commitment by funding its Pro Rata share of each borrowing Borrowing of Revolving Revolver Loans that is properly requested and that Borrowers are entitled hereunder. Except for Borrowings to receive under this Agreement. be made as Swingline Loans, Agent shall endeavor to notify Lenders of each Funding Notice of Borrowing (or deemed request for a borrowing pursuant Borrowing) by 12:00 noon (Los Angeles time) on the date prior to Section 2.15(b)(ii) or (iii)), by 2:00 p.m. on the proposed funding date (in the case of for Adjusted Base Rate Loans) Loans or by 3:00 p.m. (Los Angeles time) at least two (2) three Business Days before the any proposed funding date (in the case of LIBOR SOFR Loans). Each Lender shall deposit with fund to Agent an amount equal to its such Xxxxxx's Pro Rata share of the borrowing requested or deemed requested Borrowing to the account specified by Borrowers at Agent's designated bank Agent in immediately available funds not later than 3:00 2:00 p.m. (Los Angeles time) on the date of requested funding of such borrowingdate, unless Agent's notice to Lenders is received after 2:00 p.m. on the proposed funding date of a Base Rate Loantimes provided above, in which event Lenders case Lender shall deposit with Agent their respective fund its Pro Rata shares of the requested borrowing share by 11:00 a.m. (Los Angeles time) on or before 1:00 p.m. of the next Business Day. Subject to its receipt of such amounts from Lenders, Agent shall make disburse the proceeds of the Revolving Revolver Loans received as directed by it available to Borrowers by disbursing such proceeds in accordance with Borrower Agent's disbursement instructions set forth in the applicable Funding Notice. Neither Agent nor any Lender shall have any liability on account of any delay by any bank or other depository institution in treating the proceeds of any Revolving Loan as collected funds or any delay in receipt, or any loss, of funds that constitute a Revolving Loan, the wire transfer of which was initiated by Agent in accordance with wiring instructions provided to Agent. Unless Agent shall have been notified received (in writing by sufficient time to act) written notice from a Lender prior to the proposed time of funding that such Lender it does not intend to deposit with Agent an amount equal such Xxxxxx's fund its Pro Rata share of the requested borrowing (or deemed request for a borrowing pursuant to Section 2.15(b)(ii) or (iii))Borrowing, Agent may assume that such Lender Xxxxxx has deposited or promptly will deposit its share with Agent Agent, and Agent may in its discretion disburse a corresponding amount to Borrowers on the applicable funding dateBorrowers. If a Lender's Pro Rata share of such borrowing any Borrowing or of any settlement pursuant to Section 4.1.4(b) is not in fact deposited with received by Agent, then, if Agent has disbursed to Borrowers an amount corresponding to such share, then such Lender agrees to pay, and in addition Borrowers agree to repay, repay to Agent forthwith on demand the amount of such corresponding amountshare, together with interest thereon, for each day thereon from the date such amount is disbursed by Agent to or for the benefit of Borrowers until the date such amount is paid or repaid to Agent, (a) in the case of Borrowersrepaid, at the interest rate applicable to such borrowing and (b) in the case of such Lender, at the Federal Funds Rate. If such Lender repays to Agent such corresponding amount, such amount so repaid shall constitute a Revolving Loan, and if both such Lender and Borrowers shall have repaid such corresponding amount, Agent shall promptly return to Borrowers such corresponding amount in same day funds. A notice from Agent submitted to any Lender with respect to amounts owing under this Section 2.15 shall be conclusive, absent manifest errorBorrowing.