Common use of Funds Transfers Clause in Contracts

Funds Transfers. (a) The Swing Line Advances and the Line of Credit Advances (collectively “Advances” and individually, an “Advance”) shall also sometimes collectively be referred to in each case as a “Loan” and collectively the “Loans”. It is anticipated that on each Business Day Borrower may wish to borrow and repay Loans under the Line of Credit. To the extent possible, these Loans will be made by the Agent under the Swing Line. To minimize the number of transfers of funds to and from the Lenders resulting from such borrowings and repayments, the Agent may fund daily Loans under the Line of Credit for the accounts of the Lenders and apply daily repayments of Loans under the Line of Credit to the accounts of the Lenders, other than according to the Lenders’ Pro Rata Percentages (i.e., without receiving from the other Lenders their Pro Rata Percentage of a Loan under the Line of Credit on the date of disbursement thereof or without paying the other Lenders their Pro Rata Percentage of a repayment of a Loan under the Line of Credit on the date of payment thereof), provided however, that no such Loan shall be made and no repayment of such a Loan shall be applied other than according to the Lenders’ Pro Rata Percentages, if: (i) at the time of such Loan or repayment the Agent has actual knowledge of a Matured Default, or (ii) after giving effect to such requested Loan or after applying the repayment, the absolute value of the amount that would have to be reallocated to make the Loans under the Line of Credit held according to the Lenders’ Pro Rata Percentages, would exceed the Swing Line Limit; or (iii) after giving effect to such requested Loan, the Agent would hold at the end of any Business Day, Loans under the Swing Line and the Line of Credit exceeding its Line of Credit Loan Commitment plus the Swing Line Limit. (b) On any Business Day in the discretion of the Agent, if the outstanding Loans are not held, or will not be held by reason of a request for an Advance, according to the Lenders’ Pro Rata Percentages under the Line of Credit, by reason of Swing Line Advance (or a request therefore) or otherwise, the Agent shall give notice to the Lenders not later 12:00 noon (local time in Denver, Colorado) of the amount of funds to be transferred from the Agent to the Lenders, or from the Lenders to the Agent, or from one Lender to another, as the case may be (each such transfer, an “Funds Transfer”) required (giving effect to anticipated Swing Line Advances and to anticipated payments to be applied under the Swing Line) to cause the respective Loans to be held by the Lenders according to their respective Pro Rata Percentages and subject to each Lender’s maximum Line of Credit Loan Commitment. On the Business Day of such notice the necessary Funds Transfers shall be made in Immediately Available Funds not later than 2:00 p.m. (local time in Denver, Colorado). -26- (c) Except as provided in Section 2.1.5(d), any Funds Transfer by the Lenders to the Agent shall be deemed to constitute Loans by such Lenders to Borrower and repayments by Borrower of Loans held by the Agent, and any Funds Transfer by the Agent to the Lenders shall be deemed to constitute Loans by the Agent to Borrower and repayments of Loans held by the Lenders. (d) In the event that on the date on which any Funds Transfer is required to be made pursuant to Section 2.1.5(b), a Matured Default of the type described in clause (i) of the definition thereof shall have occurred and be continuing, any Funds Transfer by the Lenders to the Agent, and any Funds Transfer by the Agent to the Lenders shall be deemed to constitute a purchase by the Lenders or the Agent, as the case may be, of a direct interest, in the amount of such Funds Transfer, in outstanding Loans of the Lenders to Borrower, to the end that each of the Lenders shall have an interest therein equal to their respective Pro Rata Percentages as of the date of occurrence of such Matured Default. (e) At any time after any Lender (a “Selling Lender”) has received any Funds Transfer that constitutes a purchase by any other Lender (a “Purchasing Lender”) of a direct interest in such Selling Lender’s Loans pursuant to Section 2.1.5(d), if such Selling Lender receives any payment on account of its Loans such Selling Lender will distribute to such Purchasing Lender its proportionate share of such payment (appropriately adjusted in the case of interest payments, to reflect the period of time during which such Purchasing Lender’s direct interest was outstanding and funded); provided however, that in the event that such payment received by such Selling Lender is required to be returned, such Purchasing Lender will return to such Selling Lender any portion thereof previously distributed to it by such Selling Lender. (f) outstanding in an aggregate amount in excess of the maximum dollar amount of its respective Line of Credit Loan Commitment.

Funds Transfers. (a) The Swing Line Advances and the Line of Credit Advances (collectively “Advances” and individually, an “Advance”) shall also sometimes collectively be referred to in each case as a “Loan” and collectively the “Loans”. It is anticipated that on each Business Day Borrower may wish to borrow and repay Loans under the Line of Credit. To the extent possible, these Loans will be made by the Agent under the Swing Line. To minimize the number of transfers of funds to and from the Lenders resulting from such borrowings and repayments, the Agent may fund daily Loans under the Line of Credit for the accounts of the Lenders and apply daily repayments of Loans under the Line of Credit to the accounts of the Lenders, other than according to the Lenders’ Pro Rata Percentages (i.e., without receiving from the other Lenders their Pro Rata Percentage of a Loan under the Line of Credit on the date of disbursement thereof or without paying the other Lenders their Pro Rata Percentage of a repayment of a Loan under the Line of Credit on the date of payment thereof), provided however, that no such Loan shall be made and no repayment of such a Loan shall be applied other than according to the Lenders’ Pro Rata Percentages, if: (i) at the time of such Loan or repayment the Agent has actual knowledge of a Matured Default, or (ii) after giving effect to such requested Loan or after applying the repayment, the absolute value of the amount that would have to be reallocated to make the Loans under the Line of Credit held according to the Lenders’ Pro Rata Percentages, would exceed the Swing Line Limit; or (iii) after giving effect to such requested Loan, the Agent would hold at the end of any Business Day, Loans under the Swing Line and the Line of Credit exceeding its Line of Credit Loan Commitment plus the Swing Line Limit. (b) On any Business Day in the discretion of the Agent, if the outstanding Loans are not held, or will not be held by reason of a request for an Advance, according to the Lenders’ Pro Rata Percentages under the Line of Credit, by reason of Swing Line Advance (or a request therefore) or otherwise, the Agent shall give notice to the Lenders not later 12:00 noon (local time in Denver, Colorado) of the amount of funds to be transferred from the Agent to the Lenders, or from the Lenders to the Agent, or from one Lender to another, as the case may be (each such transfer, an “Funds Transfer”) required (giving effect to anticipated Swing Line Advances and to anticipated payments to be applied under the Swing Line) to cause the respective Loans to be held by the Lenders according to their respective Pro Rata Percentages and subject to each Lender’s maximum Line of Credit Loan Commitment. On the Business Day of such notice the necessary Funds Transfers shall be made in Immediately Available Funds not later than 2:00 p.m. (local time in Denver, Colorado). -26-. (c) Except as provided in Section 2.1.5(d), any Funds Transfer by the Lenders to the Agent shall be deemed to constitute Loans by such Lenders to Borrower and repayments by Borrower of Loans held by the Agent, and any Funds Transfer by the Agent to the Lenders shall be deemed to constitute Loans by the Agent to Borrower and repayments of Loans held by the Lenders. (d) In the event that on the date on which any Funds Transfer is required to be made pursuant to Section 2.1.5(b), a Matured Default of the type described in clause (i) of the definition thereof shall have occurred and be continuing, any Funds Transfer by the Lenders to the Agent, and any Funds Transfer by the Agent to the Lenders shall be deemed to constitute a purchase by the Lenders or the Agent, as the case may be, of a direct interest, in the amount of such Funds Transfer, in outstanding Loans of the Lenders to Borrower, to the end that each of the Lenders shall have an interest therein equal to their respective Pro Rata Percentages as of the date of occurrence of such Matured Default. (e) At any time after any Lender (a “Selling Lender”) has received any Funds Transfer that constitutes a purchase by any other Lender (a “Purchasing Lender”) of a direct interest in such Selling Lender’s Loans pursuant to Section 2.1.5(d), if such Selling Lender receives any payment on account of its Loans such Selling Lender will distribute to such Purchasing Lender its proportionate share of such payment (appropriately adjusted in the case of interest payments, to reflect the period of time during which such Purchasing Lender’s direct interest was outstanding and funded); provided however, that in the event that such payment received by such Selling Lender is required to be returned, such Purchasing Lender will return to such Selling Lender any portion thereof previously distributed to it by such Selling Lender. (f) Provided that no Lender (other than the Agent, when making Swing Line Advances) shall be required to make Loans or Funds Transfers that would cause its outstanding Loans to exceed its Commitments, each Lender’s obligation to make Funds Transfers pursuant to Section 2.1.5(b) shall be absolute and unconditional and shall not be affected by any circumstance, including without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such Lender or any other Person may have against the Agent or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or a Matured Default or the termination of the Commitments; (iii) any adverse change in the condition (financial or otherwise) of Borrower or any other Person; (iv) any breach of this Agreement by Borrower or any other Lender, including without limitation, any other Lender’s failure to make any Funds Transfer; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. In the event that any Lender (whether or not it has been previously determined by the Agent to be a Defaulting Lender) fails to fund Advances, Loans, Funds Transfers (or purchases of participations in respect thereof, as applicable), or reimbursements of drawings under Letters, in each case when due under this Agreement and in Immediately Available Funds, then, at the option of the Agent, in its sole and absolute discretion, all or any part of such unfunded obligations shall be reallocated among the non-Defaulting Lenders in accordance with their respective Pro Rata Percentages of their respective Line of Credit Loan Commitment (without taking into account the Line of Credit Loan Commitment of any such Defaulting Lender), provided however, such reallocated funding obligation shall not, in any event, result in any Lender being required to have Loans, reimbursement obligations with respect to drawings under Letters and Funds Transfer obligations in respect of Swing Line Loans, outstanding in an aggregate amount in excess of the maximum dollar amount of its respective Line of Credit Loan Commitment.

Funds Transfers. (a) The Swing Line Advances, the Line of Credit A Advances and the Line of Credit C Advances (collectively “Advances” and individually, an “Advance”") shall also sometimes collectively be referred to in each case as a “Loan” and collectively the “Loans”". It is anticipated that on each Business Day Borrower may wish to borrow and repay Loans under the Line of Credit. Credit A. To the extent possible, these Loans will be made by the Agent under the Swing Line. To minimize the number of transfers of funds to and from the Lenders resulting from such borrowings and repayments, the Agent may fund daily Loans under the Line of Credit A for the accounts of the Lenders and apply daily repayments of Loans under the Line of Credit A to the accounts of the Lenders, other than according to the Lenders’ Pro Rata Percentages (i.e., without receiving from the other Lenders their Pro Rata Percentage of a Loan under the Line of Credit A on the date of disbursement thereof or without paying the other Lenders their Pro Rata Percentage of a repayment of a Loan under the Line of Credit A on the date of payment thereof), provided however, that no such Loan shall be made and no repayment of such a Loan shall be applied other than according to the Lenders’ Pro Rata Percentages, if: (i) at the time of such Loan or repayment the Agent has actual knowledge of a Matured Default, or (ii) after giving effect to such requested Loan or after applying the repayment, the absolute value of the amount that would have to be reallocated to make the Loans under the Line of Credit A held according to the Lenders’ Pro Rata Percentages, would exceed the Swing Line Limit; or (iii) after giving effect to such requested Loan, the Agent would hold at the end of any Business Day, Loans under the Swing Line and the Line of Credit A exceeding its Line of Credit A Loan Commitment plus the Swing Line Limit. (b) On any Business Day in the discretion of the Agent, if the outstanding Loans are not held, or will not be held by reason of a request for an Advance, according to the Lenders’ Pro Rata Percentages under the Line of CreditCredit C, or on any Business Day in the discretion of the Agent, if the outstanding Loans are not held, or will not be held by reason of a request for an Advance, according to the Lenders’ Pro Rata Percentages under the Line of Credit A, by reason of Swing Line Advance (or a request therefore) or otherwise, the Agent shall give notice to the Lenders not later 12:00 noon (local time in Denver, Colorado) of the amount of funds to be transferred from the Agent to the Lenders, or from the Lenders to the Agent, or from one Lender to another, as the case may be (each such transfer, an “Funds Transfer”") required (giving effect to anticipated Swing Line Advances and to anticipated payments to be applied under the Swing Line) to cause the respective Loans (under the Line of Credit C or under the Line of Credit A, as the case may be) to be held by the Lenders according to their respective Pro Rata Percentages and subject to each Lender’s maximum Line of Credit A Loan Commitment and Line of Credit C Loan Commitment, respectively. On the Business Day of such notice the necessary Funds Transfers shall be made in Immediately Available Funds not later than 2:00 p.m. (local time in Denver, Colorado). -26-. (c) Except as provided in Section 2.1.5(d), any Funds Transfer by the Lenders to the Agent shall be deemed to constitute Loans (under the Line of Credit C or under the Line of Credit A, as the case may be) by such Lenders to Borrower and repayments by Borrower of Loans (under the Line of Credit C or under the Line of Credit A, as the case may be) held by the Agent, and any Funds Transfer by the Agent to the Lenders shall be deemed to constitute Loans (under the Line of Credit C or under the Line of Credit A, as the case may be) by the Agent to Borrower and repayments of Loans (under the Line of Credit C or under the Line of Credit A, as the case may be) held by the Lenders. (d) In the event that on the date on which any Funds Transfer is required to be made pursuant to Section 2.1.5(b), a Matured Default of the type described in clause (i) of the definition thereof shall have occurred and be continuing, any Funds Transfer by the Lenders to the Agent, and any Funds Transfer by the Agent to the Lenders shall be deemed to constitute a purchase by the Lenders or the Agent, as the case may be, of a direct interest, in the amount of such Funds Transfer, in outstanding Loans (under the Line of Credit C or under the Line of Credit A, as the case may be) of the Lenders to Borrower, to the end that each of the Lenders shall have an interest therein equal to their respective Pro Rata Percentages as of the date of occurrence of such Matured Default. (e) At any time after any Lender (a “Selling Lender”") has received any Funds Transfer that constitutes a purchase by any other Lender (a “Purchasing Lender”") of a direct interest in such Selling Lender’s Loans (under the Line of Credit C or under the Line of Credit A, as the case may be) pursuant to Section 2.1.5(d), if such Selling Lender receives any payment on account of its Loans (under the Line of Credit C or under the Line of Credit A, as the case may be) such Selling Lender will distribute to such Purchasing Lender its proportionate share of such payment (appropriately adjusted in the case of interest payments, to reflect the period of time during which such Purchasing Lender’s direct interest was outstanding and funded); provided however, that in the event that such payment received by such Selling Lender is required to be returned, such Purchasing Lender will return to such Selling Lender any portion thereof previously distributed to it by such Selling Lender. (f) Provided that no Lender (other than the Agent, when making Swing Line Advances) shall be required to make Loans or Funds Transfers that would cause its outstanding Loans to exceed its Commitments, each Lender’s obligation to make Funds Transfers pursuant to Section 2.1.5(b) shall be absolute and unconditional and shall not be affected by any circumstance, including without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such Lender or any other Person may have against the Agent or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or a Matured Default or the termination of the Commitments; (iii) any adverse change in the condition (financial or otherwise) of Borrower or any other Person; (iv) any breach of this Agreement by Borrower or any other Lender, including without limitation, any other Lender’s failure to make any Funds Transfer; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. In the event that any Lender (whether or not it has been previously determined by the Agent to be a Defaulting Lender) fails to fund Advances, Loans, Funds Transfers (or purchases of participations in respect thereof, as applicable), or reimbursements of drawings under Letters, in each case when due under this Agreement and in Immediately Available Funds, then, at the option of the Agent, in its sole and absolute discretion, all or any part of such unfunded obligations shall be reallocated among the non-Defaulting Lenders in accordance with their respective Pro Rata Percentages of their respective Line of Credit A Loan Commitment or Line of Credit C Loan Commitment (without taking into account the Line of Credit A Loan Commitment or Line of Credit C Loan Commitment of any such Defaulting Lender), provided however, such reallocated funding obligation shall not, in any event, result in any Lender being required to have Loans, reimbursement obligations with respect to drawings under Letters and Funds Transfer obligations in respect of Swing Line Loans, outstanding in an aggregate amount in excess of the maximum dollar amount of its respective Line of Credit A Loan Commitment or Line of Credit C Loan Commitment. (g) Payments of principal, interest, non-use fees and letter of credit fees by Borrower and Funds Transfers between the Lenders, respectively, shall be made on the Closing Date: (i) to cause the payment of interest, non-use fees and letter of credit fees due to the Lenders to the Closing Date under the Existing Agreement; and (ii) to cause the Loans (under the Line of Credit C or under the Line of Credit A, as the case may be) to be held by the Lenders under this Agreement according to their respective Pro Rata Percentage (adjusted in the reasonable discretion of the Agent for anticipated Loans (under the Line of Credit C or under the Line of Credit A, as the case may be) or repayments of Loans (under the Line of Credit C or under the Line of Credit A, as the case may be)), said Funds Transfers to be deemed to be, as to the Loans (under the Line of Credit C or under the Line of Credit A, as the case may be) made and outstanding under the Existing Agreement, a sale and assignment by the Lenders to the Lenders, respectively, and a purchase and assumption by the Lenders from the Lenders, respectively, according to their respective Pro Rata Percentages. Borrower acknowledges that this will result, in some cases, in Lenders holding lower Pro Rata Percentage in LIBOR Rate Loans than they held under the Existing Agreement, and, to the extent applicable, Borrower acknowledges its reimbursement obligations under Section 2.3(b) of the Existing Agreement with respect to this reallocation of LIBOR Rate Loans.

Funds Transfers. (a) The Swing Line Advances and the Line of Credit Advances (collectively “Advances” and individually, an “Advance”) shall also sometimes collectively be referred to in each case as a “Loan” and collectively the “Loans”. It is anticipated that on each Business Day Borrower may wish to borrow and repay Loans under the Line of Credit. To the extent possible, these Loans will be made by the Agent under the Swing Line. To minimize the number of transfers of funds to and from the Lenders resulting from such borrowings and repayments, the Agent may fund daily Loans under the Line of Credit for the accounts of the Lenders and apply daily repayments of Loans under the Line of Credit to the accounts of the Lenders, other than according to the Lenders’ Pro Rata Percentages (i.e., without receiving from the other Lenders their Pro Rata Percentage of a Loan under the Line of Credit on the date of disbursement thereof or without paying the other Lenders their Pro Rata Percentage of a repayment of a Loan under the Line of Credit on the date of payment thereof), provided however, that no such Loan shall be made and no repayment of such a Loan shall be applied other than according to the Lenders’ Pro Rata Percentages, if: (i) at the time of such Loan or repayment the Agent has actual knowledge of a Matured Default, or (ii) after giving effect to such requested Loan or after applying the repayment, the absolute value of the amount that would have to be reallocated to make the Loans under the Line of Credit held according to the Lenders’ Pro Rata Percentages, would exceed the Swing Line Limit; or (iii) after giving effect to such requested Loan, the Agent would hold at the end of any Business Day, Loans under the Swing Line and the Line of Credit exceeding its Line of Credit Loan Commitment plus the Swing Line Limit. (b) On any Business Day in the discretion of the AgentDay, if the outstanding Loans are not held, or will not be held by reason of a request for an Advance, according to the Lenders’ Pro Rata Percentages under the Line of Credit, by reason of Swing Line Advance (or a request therefore) or otherwise, the Agent shall give notice to the Lenders not later 12:00 noon (local time in Denver, Colorado) of the amount of funds to be transferred from the Agent to the Lenders, or from the Lenders to the Agent, or from one Lender to another, as the case may be (each such transfer, an a “Funds Transfer”") required (giving effect to anticipated Swing Line Advances and to anticipated payments to be applied under the Swing Line) to cause the respective Loans to be held by the Lenders according to their respective Pro Rata Percentages and subject to each Lender’s maximum Line of Credit Loan Commitment. On the Business Day of such notice the necessary Funds Transfers shall be made in Immediately Available Funds not later than 2:00 p.m. (local time in Denver, Colorado). -26-. (cb) Except as provided in Section 2.1.5(d2.1.5(c), any Funds Transfer by the Lenders to the Agent shall be deemed to constitute Loans by such Lenders to Borrower and repayments by Borrower of Loans held by the Agent, and any Funds Transfer by the Agent to the Lenders shall be deemed to constitute Loans by the Agent to Borrower and repayments of Loans held by the Lenders. (dc) In the event that on the date on which any Funds Transfer is required to be made pursuant to Section 2.1.5(b), a Matured Default of the type described in clause (i) of the definition thereof shall have occurred and be continuing, any Funds Transfer by the Lenders to the Agent, and any Funds Transfer by the Agent to the Lenders shall be deemed to constitute a purchase by the Lenders or the Agent, as the case may be, of a direct interest, in the amount of such Funds Transfer, in outstanding Loans of the Lenders to Borrower, to the end that each of the Lenders shall have an interest therein equal to their respective Pro Rata Percentages as of the date of occurrence of such Matured Default. (ed) At any time after any Lender (a “Selling Lender”") has received any Funds Transfer that constitutes a purchase by any other Lender (a “Purchasing Lender”") of a direct interest in such Selling Lender’s Loans pursuant to Section 2.1.5(d2.1.5(c), if such Selling Lender receives any payment on account of its Loans such Selling Lender will distribute to such Purchasing Lender its proportionate share of such payment (appropriately adjusted in the case of interest payments, to reflect the period of time during which such Purchasing Lender’s direct interest was outstanding and funded); provided however, that in the event that such payment received by such Selling Lender is required to be returned, such Purchasing Lender will return to such Selling Lender any portion thereof previously distributed to it by such Selling Lender. (fe) Provided that no Lender shall be required to make Loans or Funds Transfers that would cause its outstanding Loans to exceed its Commitments, each Lender’s obligation to make Funds Transfers pursuant to Section 2.1.5(a) shall be absolute and unconditional and shall not be affected by any circumstance, including without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such Lender or any other Person may have against the Agent or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or a Matured Default or the termination of the Commitments; (iii) any adverse change in the condition (financial or otherwise) of Borrower or any other Person; (iv) any breach of this Agreement by Borrower or any other Lender, including without limitation, any other Lender’s failure to make any Funds Transfer; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. In the event that any Lender (whether or not it has been previously determined by the Agent to be a Defaulting Lender) fails to fund Advances, Loans, Funds Transfers (or purchases of participations in respect thereof, as applicable), in each case when due under this Agreement and in Immediately Available Funds, then, at the option of the Agent, in its sole and absolute discretion, all or any part of such unfunded obligations shall be reallocated among the non-Defaulting Lenders in accordance with their respective Pro Rata Percentages of their respective Commitments (without taking into account the Commitments of any such Defaulting Lender), provided however, such reallocated funding obligation shall not, in any event, result in any Lender being required to have Loans outstanding in an aggregate amount in excess of the maximum dollar amount of its respective Line of Credit Loan Commitment.

Funds Transfers. (a) The Swing Line Advances, the Line of Credit A Advances and the Line of Credit B Advances (collectively “Advances” and individually, an “Advance”") shall also sometimes collectively be referred to in each case as a “Loan” and collectively the “Loans”". It is anticipated that on each Business Day Borrower may wish to borrow and repay Loans under the Line of Credit. Credit A. To the extent possible, these Loans will be made by the Agent under the Swing Line. To minimize the number of transfers of funds to and from the Lenders resulting from such borrowings and repayments, the Agent may fund daily Loans under the Line of Credit A for the accounts of the Lenders and apply daily repayments of Loans under the Line of Credit A to the accounts of the Lenders, other than according to the Lenders’ Pro Rata Percentages (i.e., without receiving from the other Lenders their Pro Rata Percentage of a Loan under the Line of Credit A on the date of disbursement thereof or without paying the other Lenders their Pro Rata Percentage of a repayment of a Loan under the Line of Credit A on the date of payment thereof), provided however, that no such Loan shall be made and no repayment of such a Loan shall be applied other than according to the Lenders’ Pro Rata Percentages, if: (i) at the time of such Loan or repayment the Agent has actual knowledge of a Matured Default, or (ii) after giving effect to such requested Loan or after applying the repayment, the absolute value of the amount that would have to be reallocated to make the Loans under the Line of Credit A held according to the Lenders’ Pro Rata Percentages, would exceed the Swing Line Limit; or (iii) after giving effect to such requested Loan, the Agent would hold at the end of any Business Day, Loans under the Swing Line and the Line of Credit A exceeding its Line of Credit A Loan Commitment plus the Swing Line Limit. (b) On any Business Day in the discretion of the Agent, if the outstanding Loans are not held, or will not be held by reason of a request for an Advance, according to the Lenders’ Pro Rata Percentages under the Line of CreditCredit B, or on any Business Day in the discretion of the Agent, if the outstanding Loans are not held, or will not be held by reason of a request for an Advance, according to the Lenders’ Pro Rata Percentages under the Line of Credit A, by reason of Swing Line Advance (or a request therefore) or otherwise, the Agent shall give notice to the Lenders not later 12:00 noon (local time in Denver, Colorado) of the amount of funds to be transferred from the Agent to the Lenders, or from the Lenders to the Agent, or from one Lender to another, as the case may be (each such transfer, an “Funds Transfer”") required (giving effect to anticipated Swing Line Advances and to anticipated payments to be applied under the Swing Line) to cause the respective Loans (under the Line of Credit B or under the Line of Credit A, as the case may be) to be held by the Lenders according to their respective Pro Rata Percentages and subject to each Lender’s maximum Line of Credit A Loan Commitment and Line of Credit B Loan Commitment, respectively. On the Business Day of such notice the necessary Funds Transfers shall be made in Immediately Available Funds not later than 2:00 p.m. (local time in Denver, Colorado). -26-. (c) Except as provided in Section 2.1.5(d), any Funds Transfer by the Lenders to the Agent shall be deemed to constitute Loans (under the Line of Credit B or under the Line of Credit A, as the case may be) by such Lenders to Borrower and repayments by Borrower of Loans (under the Line of Credit B or under the Line of Credit A, as the case may be) held by the Agent, and any Funds Transfer by the Agent to the Lenders shall be deemed to constitute Loans (under the Line of Credit B or under the Line of Credit A, as the case may be) by the Agent to Borrower and repayments of Loans (under the Line of Credit B or under the Line of Credit A, as the case may be) held by the Lenders. (d) In the event that on the date on which any Funds Transfer is required to be made pursuant to Section 2.1.5(b), a Matured Default of the type described in clause (i) of the definition thereof shall have occurred and be continuing, any Funds Transfer by the Lenders to the Agent, and any Funds Transfer by the Agent to the Lenders shall be deemed to constitute a purchase by the Lenders or the Agent, as the case may be, of a direct interest, in the amount of such Funds Transfer, in outstanding Loans (under the Line of Credit B or under the Line of Credit A, as the case may be) of the Lenders to Borrower, to the end that each of the Lenders shall have an interest therein equal to their respective Pro Rata Percentages as of the date of occurrence of such Matured Default. (e) At any time after any Lender (a “Selling Lender”") has received any Funds Transfer that constitutes a purchase by any other Lender (a “Purchasing Lender”") of a direct interest in such Selling Lender’s Loans (under the Line of Credit B or under the Line of Credit A, as the case may be) pursuant to Section 2.1.5(d), if such Selling Lender receives any payment on account of its Loans (under the Line of Credit B or under the Line of Credit A, as the case may be) such Selling Lender will distribute to such Purchasing Lender its proportionate share of such payment (appropriately adjusted in the case of interest payments, to reflect the period of time during which such Purchasing Lender’s direct interest was outstanding and funded); provided however, that in the event that such payment received by such Selling Lender is required to be returned, such Purchasing Lender will return to such Selling Lender any portion thereof previously distributed to it by such Selling Lender. (f) Provided that no Lender (other than the Agent, when making Swing Line Advances) shall be required to make Loans or Funds Transfers that would cause its outstanding Loans to exceed its Commitments, each Lender’s obligation to make Funds Transfers pursuant to Section 2.1.5(b) shall be absolute and unconditional and shall not be affected by any circumstance, including without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such Lender or any other Person may have against the Agent or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or a Matured Default or the termination of the Commitments; (iii) any adverse change in the condition (financial or otherwise) of Borrower or any other Person; (iv) any breach of this Agreement by Borrower or any other Lender, including without limitation, any other Lender’s failure to make any Funds Transfer; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. In the event that any Lender (whether or not it has been previously determined by the Agent to be a Defaulting Lender) fails to fund Advances, Loans, Funds Transfers (or purchases of participations in respect thereof, as applicable), or reimbursements of drawings under Letters, in each case when due under this Agreement and in Immediately Available Funds, then, at the option of the Agent, in its sole and absolute discretion, all or any part of such unfunded obligations shall be reallocated among the non-Defaulting Lenders in accordance with their respective Pro Rata Percentages of their respective Line of Credit A Loan Commitment or Line of Credit B Loan Commitment (without taking into account the Line of Credit A Loan Commitment or Line of Credit B Loan Commitment of any such Defaulting Lender), provided however, such reallocated funding obligation shall not, in any event, result in any Lender being required to have Loans, reimbursement obligations with respect to drawings under Letters and Funds Transfer obligations in respect of Swing Line Loans, outstanding in an aggregate amount in excess of the maximum dollar amount of its respective Line of Credit A Loan Commitment or Line of Credit B Loan Commitment. (g) Payments of principal, interest, non-use fees and letter of credit fees by Borrower and Funds Transfers between the Lenders, respectively, shall be made on the Closing Date: (i) to cause the payment of interest, non-use fees and letter of credit fees due to the Lenders to the Closing Date under the Existing Agreement; and (ii) to cause the Loans (under the Line of Credit B or under the Line of Credit A, as the case may be) to be held by the Lenders under this Agreement according to their respective Pro Rata Percentage (adjusted in the reasonable discretion of the Agent for anticipated Loans (under the Line of Credit B or under the Line of Credit A, as the case may be) or repayments of Loans (under the Line of Credit B or under the Line of Credit A, as the case may be)), said Funds Transfers to be deemed to be, as to the Loans (under the Line of Credit B or under the Line of Credit A, as the case may be) made and outstanding under the Existing Agreement, a sale and assignment by the Lenders to the Lenders, respectively, and a purchase and assumption by the Lenders from the Lenders, respectively, according to their respective Pro Rata Percentages. Borrower acknowledges that this will result, in some cases, in Lenders holding lower Pro Rata Percentage in LIBOR Rate Loans than they held under the Existing Agreement, and, to the extent applicable, Borrower acknowledges its reimbursement obligations under Section 2.3(b) of the Existing Agreement with respect to this reallocation of LIBOR Rate Loans.