Common use of Loan Advances, Payments and Settlements; Interest and Fee Payments Clause in Contracts

Loan Advances, Payments and Settlements; Interest and Fee Payments. (i) Unless the Administrative Agent shall have been notified by telephone, confirmed in writing, by any Lender by 5:00 p.m. (Central time) on the day prior to the date of a proposed borrowing of Loans, that such Lender will not make available the amount that would constitute its applicable percentage of such borrowing on the date specified therefor, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent and, in reliance upon such assumption, make available to the Borrower a corresponding amount. Each Lender shall reimburse the Administrative Agent on demand, in accordance with the provisions of the immediately following paragraph, for all funds disbursed on its behalf by the Administrative Agent pursuant to the first sentence of this clause (i), or if the Administrative Agent so requests, each Lender will remit to the Administrative Agent its Pro Rata Share of any Loan before the Administrative Agent disburses the same to the Borrower. If the Administrative Agent elects to require that each Lender make funds available to the Administrative Agent, prior to a disbursement by the Administrative Agent to the Borrower, the Administrative Agent shall advise each Lender by telephone, facsimile or e-mail of the amount of such Lender’s Pro Rata Share of the Loan requested by the Borrower no later than noon, Central time, on the date of funding of such Loan, and each such Lender shall pay the Administrative Agent on such date such Lender’s Pro Rata Share of such requested Loan, in same day funds, by wire transfer to the Payment Account, or such other account as may be identified by the Administrative Agent to Lenders from time to time. If any Lender fails to pay the amount of its Pro Rata Share within one (1) Business Day after the Administrative Agent’s demand, the Administrative Agent shall promptly notify the Borrower, and the Borrower shall immediately repay such amount to the Administrative Agent. Any repayment required by the Borrower pursuant to this Section 10.13 shall be accompanied by accrued interest thereon from and including the date such amount is made available to the Borrower to but excluding the date of payment at the LIBOR Rate then applicable to Loans. Nothing in this Section 10.13 or elsewhere in this Agreement or the other Financing Documents shall be deemed to require the Administrative Agent to advance funds on behalf of any Lender or to relieve any Lender from its obligation to fulfill its commitments hereunder or to prejudice any rights that the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder. (ii) On the Closing Date, the Administrative Agent, on behalf of Lenders, may elect to advance to the Borrower the full amount of the initial Loans to be made on the Closing Date prior to receiving funds from Lenders, in reliance upon each Lender’s commitment to make its Pro Rata Share of such Loans to the Borrower in a timely manner on such date. If the Administrative Agent elects to advance the initial Loans to the Borrower in such manner, the Administrative Agent shall be entitled to receive all interest that accrues on the Closing Date on each Lender’s Pro Rata Share of such Loans unless Administrative Agent receives such Lender’s Pro Rata Share of such Loans by 3:00 p.m., Central time, on the Closing Date. (iii) The provisions of this Section 10.13(a) shall be deemed to be binding upon the Administrative Agent and the Lenders notwithstanding the occurrence of any Default or Event of Default, or any insolvency or bankruptcy proceeding pertaining to the Borrower or any other Credit Party.

Loan Advances, Payments and Settlements; Interest and Fee Payments. (i) Unless the Administrative Agent shall have been notified by telephone, confirmed in writing, by any Lender by 5:00 p.m. (Central time) on the day prior to the date of a proposed borrowing of Loans, that such Lender will not make available the amount that would constitute its applicable percentage Applicable Percentage of such borrowing Borrowing on the date specified therefor, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent and, in reliance upon such assumption, make available to the Borrower a corresponding amount. Each Lender shall reimburse the Administrative Agent on demand, in accordance with the provisions of the immediately following paragraph, for all funds disbursed on its behalf by the Administrative Agent pursuant to the first sentence of this clause (i), or if the Administrative Agent so requests, each Lender will remit to the Administrative Agent its Pro Rata Share of any Loan before the Administrative Agent disburses the same to the Borrower. If the Administrative Agent elects to require that each Lender make funds available to the Administrative Agent, prior to a disbursement by the Administrative Agent to the Borrower, the Administrative Agent shall advise each Lender by telephone, facsimile or e-mail of the amount of such Lender’s Pro Rata Share of the Loan requested by the Borrower no later than noon, noon (Central time, ) on the date of funding of such Loan, and each such Lender shall pay the Administrative Agent on such date such Lender’s Pro Rata Share of such requested Loan, in same day funds, by wire transfer to the Payment Account, or such other account as may be identified by the Administrative Agent to Lenders from time to time. If any Lender fails to pay the amount of its Pro Rata Share within one (1) Business Day after the Administrative Agent’s demand, the Administrative Agent shall promptly notify the Borrower, and the Borrower shall immediately repay such amount to the Administrative Agent. Any repayment required by the Borrower pursuant to this Section 10.13 shall be accompanied by accrued interest thereon from and including the date such amount is made available to the Borrower to but excluding the date of payment at the LIBOR Rate then applicable to Loans. Nothing in this Section 10.13 or elsewhere in this Agreement or the other Financing Documents shall be deemed to require the Administrative Agent to advance funds on behalf of any Lender or to relieve any Lender from its obligation to fulfill its commitments hereunder or to prejudice any rights that the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder. (ii) On the Closing Date, the Administrative Agent, on behalf of Lenders, may elect to advance to the Borrower the full amount of the initial Loans to be made on the Closing Date prior to receiving funds from Lenders, in reliance upon each Lender’s commitment to make its Pro Rata Share of such Loans to the Borrower in a timely manner on such date. If the Administrative Agent elects to advance the initial Loans to the Borrower in such manner, the Administrative Agent shall be entitled to receive all interest that accrues on the Closing Date on each Lender’s Pro Rata Share of such Loans unless Administrative Agent receives such Lender’s Pro Rata Share of such Loans by 3:00 p.m., p.m. (Central time, ) on the Closing Date. (iii) The provisions of this Section 10.13(a) shall be deemed to be binding upon the Administrative Agent and the Lenders notwithstanding the occurrence of any Default or Event of Default, or any insolvency or bankruptcy proceeding pertaining to the Borrower or any other Credit Party.

Loan Advances, Payments and Settlements; Interest and Fee Payments. The Administrative Agent shall have the right, on behalf of the Lenders (i) Unless other than Non-Funding Lenders), to disburse funds to the Borrower for all of the Loans requested or deemed requested by the Borrower pursuant to the terms of this Agreement regardless of whether the conditions precedent set forth in Section 7.2 are then satisfied, including the existence of any Default or Event of Default either before or after giving effect to the making of such Loans; provided that the Administrative Agent shall have been notified by telephonenot advance any Loan pursuant to this clause (a) if the Facility Usage exceeds the Borrowing Base, confirmed in writing, by any Lender by 5:00 p.m. (Central time) on the day prior either before or after giving effect to the date making of a any proposed borrowing Loan. The Administrative Agent shall be conclusively entitled to assume, for purposes of Loansthe preceding sentence, that such Lender each Lender, other than any Non-Funding Lenders, will not make available fund its Pro Rata Share of all of the amount that would constitute its applicable percentage of such borrowing on Loans requested by the date specified therefor, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent and, in reliance upon such assumption, make available to the Borrower a corresponding amountBorrower. Each Lender (other than any Non-Funding Lenders) shall reimburse the Administrative Agent on demand, in accordance with the provisions of the immediately following paragraph, for all funds disbursed on its behalf by the Administrative Agent pursuant to the first sentence of this clause (i)hereto, or if the Administrative Agent so requests, each Lender will remit to the Administrative Agent its Pro Rata Share of any Loan before the Administrative Agent disburses the same to the Borrower. If the Administrative Agent elects to require that each Lender make funds available to the Administrative Agent, prior to a disbursement by the Administrative Agent to the Borrower, the Administrative Agent shall advise each Lender by telephone, facsimile facsimile, or e-e- mail of the amount of such Lender’s Pro Rata Share of the Loan requested by the Borrower no later than noon, Central time, noon on the date of funding of such Loan, and each such Lender shall shall, subject to the provisions of Article VII, pay the Administrative Agent on such date such LenderLxxxxx’s Pro Rata Share of such requested Loan, in same day funds, by wire transfer to the Payment Account, or such other account as may be identified by the Administrative Agent to the Lenders from time to time. If any Lender fails to pay the amount of its Pro Rata Share within one (1) Business Day after the Administrative Agent’s demand, the Administrative Agent shall promptly notify the Borrower, and the Borrower shall immediately repay such amount to the Administrative Agent. Any repayment required by the Borrower pursuant to this Section 10.13 10.13(a) shall be accompanied by accrued interest thereon from and including the date such amount is made available to the Borrower to but excluding the date of payment at the LIBOR Rate rate of interest then applicable to the Loans. Nothing in this Section 10.13 10.13(a) or elsewhere in this Agreement or the other Financing Loan Documents shall be deemed to require the Administrative Agent to advance funds on behalf of any Lender or to relieve any Lender from its obligation to fulfill its commitments hereunder or to prejudice any rights that the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder. . 108 [Credit Agreement] On a Business Day of each week as selected from time to time by the Administrative Agent, or more frequently (iiincluding daily), if the Administrative Agent so elects (each such day being a “Settlement Date”), the Administrative Agent will advise each Lender by telephone, facsimile, or e-mail of the amount of each such Lxxxxx’s Pro Rata Share of the Facility Usage as of the close of business of the Business Day immediately preceding the Settlement Date. In the event that payments are necessary to adjust the amount of such Lxxxxx’s actual Pro Rata Share of the Facility Usage to such Lender’s required Pro Rata Share of the Facility Usage as of any Settlement Date, the party from which such payment is due shall pay the Administrative Agent, without setoff or discount, to the Payment Account not later than noon on the Business Day following the Settlement Date the full amount necessary to make such adjustment. Any obligation arising pursuant to the immediately preceding sentence shall be absolute and unconditional and shall not be affected by any circumstance whatsoever. In the event settlement shall not have occurred by the date and time specified in the second preceding sentence, interest shall accrue on the unsettled amount at the Federal Funds Rate, for the first three (3) days following the scheduled date of settlement, and thereafter at the Default Rate for Base Rate Loans. On the Closing each Settlement Date, the Administrative AgentAgent shall advise each Lender by telephone, on behalf facsimile, or e-mail of Lenders, may elect to advance to the Borrower the full amount of the initial Loans to be made on the Closing Date prior to receiving funds from Lenders, in reliance upon each Lendersuch Lxxxxx’s commitment to make its Pro Rata Share of such Loans principal, interest, and fees paid for the benefit of the Lenders with respect to each applicable Loan, to the Borrower extent of such Lender’s credit exposure with respect thereto, and shall make payment to such Lender not later than noon on the Business Day following the Settlement Date of such amounts in a timely manner on accordance with wire instructions delivered by such date. If Lender to the Administrative Agent elects Agent, as the same may be modified from time to advance the initial Loans time by written notice to the Borrower Administrative Agent; provided, that, in the case such mannerLender is a Defaulting Lender, the Administrative Agent shall be entitled to receive set off the funding short-fall against that Defaulting Lxxxxx’s respective share of all interest that accrues on payments received from the Closing Date on each Lender’s Pro Rata Share of such Loans unless Administrative Agent receives such Lender’s Pro Rata Share of such Loans by 3:00 p.m., Central time, on the Closing Date. (iii) Borrower. The provisions of this Section 10.13(a) shall be deemed to be binding upon the Administrative Agent and the Lenders notwithstanding the occurrence of any Default or Event of Default, or any insolvency or bankruptcy proceeding pertaining to the Borrower or any other Credit Party.

Loan Advances, Payments and Settlements; Interest and Fee Payments. (i) Unless the Administrative Agent shall have been notified the right, on behalf of Lenders, to disburse funds to Borrower for all Loans requested by telephone, confirmed in writing, Borrower pursuant to the terms of this Agreement. Absent the prior receipt by Agent of a written notice from any Lender by 5:00 p.m. (Central time) on the day prior pursuant to the date of a proposed borrowing of Loans, which such Lender notifies Agent that such Lender will not make available the amount that would constitute its applicable percentage of such borrowing on the date specified therefor, the Administrative Agent may assume that such Lender has made such amount available shall cease making Loans (whether due to the Administrative existence of a Default or Event of Default or otherwise), Agent andshall be conclusively entitled to assume, in reliance upon such assumptionfor purposes of the preceding sentence, make available to the Borrower a corresponding amountthat each Lender will fund its Pro Rata Share of all Loans requested by Borrower. Each Lender shall reimburse the Administrative Agent on demand, in accordance with the provisions of the immediately following paragraph, for all funds disbursed on its behalf by the Administrative Agent pursuant to the first sentence of this clause (i), or if the Administrative Agent so requests, each Lender will remit to the Administrative Agent its Pro Rata Share of any Loan before the Administrative Agent disburses the same to the Borrower. If the Administrative Agent elects to require that each Lender make funds available to the Administrative Agent, prior to a disbursement by the Administrative Agent to the Borrower, the Administrative Agent shall advise each Lender by telephone, facsimile or e-electronic mail of the amount of such Lender’s Pro Rata Share of the Loan requested by the Borrower or made pursuant to an Agent Advance no later than noon, Central noon (Chicago time, ) on the date of funding of such Loan, and each such Lender shall pay the Administrative Agent on such date such Lender’s Pro Rata Share of such requested Loan, in same day funds, by wire transfer to the Payment Account, or such other account as may be identified in writing by the Administrative Agent to Lenders from time to time. If any Lender fails to pay the amount of its Pro Rata Share within one (1) Business Day after the Administrative Agent’s demand, the Administrative Agent shall promptly notify the Borrower, and the Borrower shall immediately repay such amount to the Administrative Agent. Any repayment required by the Borrower pursuant to this Section 10.13 shall be accompanied by accrued interest thereon from and including the date such amount is made available to the Borrower to but excluding the date of payment at the LIBOR Rate then applicable to Loanswithout premium or penalty. Nothing in this Section 10.13 or elsewhere in this Agreement or the other Financing Documents shall be deemed to require the Administrative Agent to advance funds on behalf of any Lender or to relieve any Lender from its obligation to fulfill its commitments hereunder or to prejudice any rights that the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder. (ii) On the Closing Date, the Administrative a Business Day of each week as selected from time to time by Agent, on behalf or more frequently (including daily), if Agent so elects (each such day being a “Settlement Date”), Agent will advise each Lender by telephone, facsimile or electronic mail of Lenders, may elect to advance to the Borrower the full amount of the initial Loans to be made on the Closing Date prior to receiving funds from Lenders, in reliance upon each Lender’s commitment to make its Pro Rata Share of such Loans to the Borrower in a timely manner on such date. If the Administrative Agent elects to advance the initial Loans to the Borrower in such manner, the Administrative Agent shall be entitled to receive all interest that accrues on the Closing Date on each Lender’s Pro Rata Share of such Loans unless Administrative Agent receives such Lender’s Pro Rata Share of the Loan balance (including any Agent Advances) as of the close of business of the Business Day immediately preceding the Settlement Date. In the event that payments are necessary to adjust the amount of such Lender’s actual Pro Rata Share of the Loan balance to such Lender’s required Pro Rata Share of the Loan balance as of any Settlement Date, the party from which such payment is due: (i) shall be deemed, irrevocably and unconditionally, to have purchased, without recourse or warranty, an undivided interest and participation in the Loans sufficient to equate such Lender’s actual Pro Rata Share of the Loan balance as of such Settlement Date with such Lender’s required Pro Rata Share of the Loans as of such date and (ii) shall pay Agent, without setoff or discount, in same day funds, by 3:00 p.m., Central wire transfer to the Payment Account not later than noon (Chicago time, ) on the Closing DateBusiness Day following the Settlement Date the full purchase price for such interest and participation, equal to one hundred percent (100%) of the principal amount of the Loans being purchased and sold. In the event settlement shall not have occurred by the date and time specified in the immediately preceding sentence, interest shall accrue on the unsettled amount at the Federal Funds Rate, for the first three (3) days following the scheduled date of settlement, and thereafter at the Prime Rate plus the Prime Rate Margin. (iii) On each Settlement Date, Agent shall advise each Lender by telephone, facsimile or electronic mail of the amount of such Lender’s Pro Rata Share of principal, interest and fees paid for the benefit of Lenders with respect to each applicable Loan, to the extent of such Lender’s credit exposure with respect thereto, and shall make payment to such Lender not later than noon (Chicago time) on the Business Day following the Settlement Date of such amounts in accordance with wire instructions delivered by such Lender to Agent, as the same may be modified from time to time by written notice to Agent; provided, that, in the case such Lender is a Defaulted Lender, Agent shall be entitled to set off the funding short-fall against that Defaulted Lender’s respective share of all payments received from Borrower. (iv) The provisions of this Section subsection 10.13(a) shall be deemed to be binding upon the Administrative Agent and the Lenders notwithstanding the occurrence of any Default or Event of Default, or any insolvency or bankruptcy proceeding pertaining to the Borrower or any other Credit Party.

Loan Advances, Payments and Settlements; Interest and Fee Payments. (i) Unless the Administrative Agent shall have been notified by telephone, confirmed in writing, by any Lender by 5:00 p.m. (Central time) on the day prior to the date of a proposed borrowing of Loans, that such Lender will not make available the amount that would constitute its applicable Applicable Percentageapplicable percentage of such borrowing Bborrowing on the date specified therefor, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent and, in reliance upon such assumption, make available to the Borrower a corresponding amount. Each Lender shall reimburse the Administrative Agent on demand, in accordance with the provisions of the immediately following paragraph, for all funds disbursed on its behalf by the Administrative Agent pursuant to the first sentence of this clause (i), or if the Administrative Agent so requests, each Lender will remit to the Administrative Agent its Pro Rata Share of any Loan before the Administrative Agent disburses the same to the Borrower. If the Administrative Agent elects to require that each Lender make funds available to the Administrative Agent, prior to a disbursement by the Administrative Agent to the Borrower, the Administrative Agent shall advise each Lender by telephone, facsimile or e-mail of the amount of such Lender’s Pro Rata Share of the Loan requested by the Borrower no later than noon, noon (Central time, ) on the date of funding of such Loan, and each such Lender shall pay the Administrative Agent on such date such Lender’s Pro Rata Share of such requested Loan, in same day funds, by wire transfer to the Payment Account, or such other account as may be identified by the Administrative Agent to Lenders from time to time. If any Lender fails to pay the amount of its Pro Rata Share within one (1) Business Day after the Administrative Agent’s demand, the Administrative Agent shall promptly notify the Borrower, and the Borrower shall immediately repay such amount to the Administrative Agent. Any repayment required by the Borrower pursuant to this Section 10.13 shall be accompanied by accrued interest thereon from and including the date such amount is made available to the Borrower to but excluding the date of payment at the LIBOR Rate then applicable to Loans. Nothing in this Section 10.13 or elsewhere in this Agreement or the other Financing Documents shall be deemed to require the Administrative Agent to advance funds on behalf of any Lender or to relieve any Lender from its obligation to fulfill its commitments hereunder or to prejudice any rights that the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder. (ii) On the Closing Date, the Administrative Agent, on behalf of Lenders, may elect to advance to the Borrower the full amount of the initial Loans to be made on the Closing Date prior to receiving funds from Lenders, in reliance upon each Lender’s commitment to make its Pro Rata Share of such Loans to the Borrower in a timely manner on such date. If the Administrative Agent elects to advance the initial Loans to the Borrower in such manner, the Administrative Agent shall be entitled to receive all interest that accrues on the Closing Date on each Lender’s Pro Rata Share of such Loans unless Administrative Agent receives such Lender’s Pro Rata Share of such Loans by 3:00 p.m., p.m. (Central time, ) on the Closing Date. (iii) The provisions of this Section 10.13(a) shall be deemed to be binding upon the Administrative Agent and the Lenders notwithstanding the occurrence of any Default or Event of Default, or any insolvency or bankruptcy proceeding pertaining to the Borrower or any other Credit Party.

Loan Advances, Payments and Settlements; Interest and Fee Payments. (i) Unless the Administrative Agent shall have been notified by telephone, confirmed in writing, by any Lender by 5:00 p.m. (Central time) on the day prior to the date of a proposed borrowing of Loans, that such Lender will not make available the amount that would constitute its applicable percentage of such borrowing on the date specified therefor, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent and, in reliance upon such assumption, make available to the Borrower a corresponding amount. Each Lender shall reimburse the Administrative Agent on demand, in accordance with the provisions of the immediately following paragraph, for all funds disbursed on its behalf by the Administrative Agent pursuant to the first sentence of this clause (i), or if the Administrative Agent so requests, each Lender will remit to the Administrative Agent its Pro Rata Share of any Loan before the Administrative Agent disburses the same to the Borrower. If the Administrative Agent elects to require that each Lender make funds available to the Administrative Agent, prior to a disbursement by the Administrative Agent to the Borrower, the Administrative Agent shall advise each Lender by telephone, facsimile or e-mail of the amount of such Lender’s Pro Rata Share of the Loan requested by the Borrower no later than 12:00 p.m. (noon), Central time, on the date of funding of such Loan, and each such Lender shall pay the Administrative Agent on such date such Lender’s Pro Rata Share of such requested Loan, in same day funds, by wire transfer to the Payment Account, or such other account as may be identified by the Administrative Agent to Lenders from time to time. If any Lender fails to pay the amount of its Pro Rata Share within one (1) Business Day after the Administrative Agent’s demand, the Administrative Agent shall promptly notify the Borrower, and the Borrower shall immediately repay such amount to the Administrative Agent. Any repayment required by the Borrower pursuant to this Section 10.13 shall be accompanied by accrued interest thereon from and including the date such amount is made available to the Borrower to but excluding the date of payment at the LIBOR Rate then applicable to Loans. Nothing in this Section 10.13 or elsewhere in this Agreement or the other Financing Documents shall be deemed to require the Administrative Agent to advance funds on behalf of any Lender or to relieve any Lender from its obligation to fulfill its commitments hereunder or to prejudice any rights that the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder. (ii) On the Closing Date, the Administrative Agent, on behalf of Lenders, may elect to advance to the Borrower the full amount of the initial Loans to be made on the Closing Date prior to receiving funds from Lenders, in reliance upon each Lender’s commitment to make its Pro Rata Share of such Loans to the Borrower in a timely manner on such date. If the Administrative Agent elects to advance the initial Loans to the Borrower in such manner, the Administrative Agent shall be entitled to receive all interest that accrues on the Closing Date on each Lender’s Pro Rata Share of such Loans unless Administrative Agent receives such Lender’s Pro Rata Share of such Loans by 3:00 p.m., Central time, on the Closing Date. (iii) The provisions of this Section 10.13(a) shall be deemed to be binding upon the Administrative Agent and the Lenders notwithstanding the occurrence of any Default or Event of Default, or any insolvency or bankruptcy proceeding pertaining to the Borrower or any other Credit Party.

Loan Advances, Payments and Settlements; Interest and Fee Payments. (i) Unless the Administrative Agent shall have been notified the right, on behalf of Lenders (other than Non-Funding Lenders), to disburse funds to Borrower for all Loans requested or deemed requested by telephone, confirmed in writing, by any Lender by 5:00 p.m. (Central time) on the day prior Borrower pursuant to the date terms of a this Agreement regardless of whether the conditions precedent set forth in Section 7.2 are then satisfied, including the existence of any Default or Event of Default either before or after giving effect to the making of such Loans; provided that Administrative Agent shall not advance any Loan pursuant to this clause (a) if the Facility Usage exceeds the Aggregate Commitment, either before or after giving effect to the making of any proposed borrowing Loan. Administrative Agent shall be conclusively entitled to assume, for purposes of Loansthe preceding sentence, that such Lender each Lender, other than any Defaulting Lenders, will not make available the amount that would constitute fund its applicable percentage Pro Rata Share of such borrowing on the date specified therefor, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent and, in reliance upon such assumption, make available to the Borrower a corresponding amountall Loans requested by Borrower. Each Lender (other than any Defaulting Lender) shall reimburse the Administrative Agent on demand, in accordance with the provisions of the immediately following paragraph, for all funds disbursed on its behalf by the Administrative Agent pursuant to the first sentence of this clause (i)hereto, or if the Administrative Agent so requests, each Lender will remit to the Administrative Agent its Pro Rata Share of any Loan before the Administrative Agent disburses the same to the Borrower. If the Administrative Agent elects to require that each Lender make funds available to the Administrative Agent, prior to a disbursement by the Administrative Agent to the Borrower, the Administrative Agent shall advise each Lender by telephone, facsimile or e-mail of the amount of such Lender’s Pro Rata Share of the Loan requested by the Borrower no later than noon, Central time, noon on the date of funding of such Loan, and each such Lender shall shall, subject to the provisions of Article VII, pay the Administrative Agent on such date such Lender’s Pro Rata Share of such requested Loan, in same day funds, by wire transfer to the Payment Account, or such other account as may be identified by the Administrative Agent to Lenders from time to time. If any Lender fails to pay the amount of its Pro Rata Share within one (1) 1 Business Day after the Administrative Agent’s demand, the Administrative Agent shall promptly notify the Borrower, and the Borrower shall immediately repay such amount to the Administrative Agent. Any repayment required by the Borrower pursuant to this Section 10.13 10.13(a) shall be accompanied by accrued interest thereon from and including the date such amount is made available to the Borrower to but excluding the date of payment at the LIBOR Rate rate of interest then applicable to the Loans. Nothing in this Section 10.13 10.13(a) or elsewhere in this Agreement or the other Financing Loan Documents shall be deemed to require the Administrative Agent to advance funds on behalf of any Lender or to relieve any Lender from its obligation to fulfill its commitments hereunder or to prejudice any rights that the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder. (ii) . On the Closing Date, the a Business Day of each week as selected from time to time by Administrative Agent, on behalf or more frequently (including daily), if Administrative Agent so elects (each such day being a “Settlement Date”), Administrative Agent will advise each Lender by telephone, facsimile or e-mail of Lenders, may elect to advance to the Borrower the full amount of the initial Loans to be made on the Closing Date prior to receiving funds from Lenders, in reliance upon each Lender’s commitment to make its Pro Rata Share of such Loans to the Borrower in a timely manner on such date. If the Administrative Agent elects to advance the initial Loans to the Borrower in such manner, the Administrative Agent shall be entitled to receive all interest that accrues on the Closing Date on each Lender’s Pro Rata Share of such Loans unless Administrative Agent receives such Lender’s Pro Rata Share of the Facility Usage as of the close of business of the Business Day immediately preceding the Settlement Date. In the event that payments are necessary to adjust the amount of such Loans by 3:00 p.m.Lender’s actual Pro Rata Share of the Facility Usage to such Lender’s required Pro Rata Share of the Facility Usage as of any Settlement Date, Central timethe party from which such payment is due shall pay Administrative Agent, without setoff or discount, to the Payment Account not later than noon on the Closing Business Day following the Settlement Date the full amount necessary to make such adjustment. Any obligation arising pursuant to the immediately preceding sentence shall be absolute and unconditional and shall not be affected by any circumstance whatsoever. In the event settlement shall not have occurred by the date and time specified in the second preceding sentence, interest shall accrue on the unsettled amount at the Federal Funds Rate, for the first 3 days following the scheduled date of settlement, and thereafter at the Default Rate for Base Rate Loans. On each Settlement Date. (iii) , Administrative Agent shall advise each Lender by telephone, facsimile or e-mail of the amount of such Lender’s Pro Rata Share of principal, interest and fees paid for the benefit of Lenders with respect to each applicable Loan, to the extent of such Lender’s credit exposure with respect thereto, and shall make payment to such Lender not later than noon on the Business Day following the Settlement Date of such amounts in accordance with wire instructions delivered by such Lender to Administrative Agent, as the same may be modified from time to time by written notice to Administrative Agent; provided, that, in the case such Lender is a Defaulting Lender, Administrative Agent shall be entitled to set off the funding short‑fall against that Defaulting Lender’s respective share of all payments received from Borrower. The provisions of this Section 10.13(a) shall be deemed to be binding upon the Administrative Agent and the Lenders notwithstanding the occurrence of any Default or Event of Default, or any insolvency or bankruptcy proceeding pertaining to the Borrower or any other Credit PartyRestricted Person.

Loan Advances, Payments and Settlements; Interest and Fee Payments. (i) Unless the Administrative Agent shall have been notified the right, on behalf of Lenders to disburse funds to Borrowers for all Loans requested or deemed requested by telephone, confirmed in writing, by any Lender by 5:00 p.m. (Central time) on the day prior Borrowers pursuant to the date terms of a proposed borrowing this Agreement. Agent shall be conclusively entitled to assume, for purposes of Loansthe preceding sentence, that such each Lender will not make available the amount that would constitute fund its applicable percentage Pro Rata Share of such borrowing on the date specified therefor, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent and, in reliance upon such assumption, make available to the Borrower a corresponding amountall Loans requested by Borrowers. Each Lender shall reimburse the Administrative Agent on demand, in accordance with the provisions of the immediately following paragraph, for all funds disbursed on its behalf by the Administrative Agent pursuant to the first sentence of this clause (i), or if the Administrative Agent so requests, each Lender will remit to the Administrative Agent its Pro Rata Share of any Loan before the Administrative Agent disburses the same to the a Borrower. If the Administrative Agent elects to require that each Lender make funds available to the Administrative Agent, prior to a disbursement by the Administrative Agent to the a Borrower, the Administrative Agent shall advise each Lender by telephone, facsimile or e-mail of the amount of such Lender’s Pro Rata Share of the Loan requested by the such Borrower no later than noon, Central noon (Eastern time, ) on the date of funding of such Loan, and each such Lender shall pay the Administrative Agent on such date such Lender’s Pro Rata Share of such requested Loan, in same day funds, by wire transfer to the Payment Account, or such other account as may be identified by the Administrative Agent to Lenders from time to time. If any Lender fails to pay the amount of its Pro Rata Share of any funds advanced by Agent pursuant to the first sentence of this clause (i) within one (1) Business Day after the Administrative Agent’s demand, the Administrative Agent shall promptly notify the BorrowerBorrower Representative, and the Borrower Borrowers shall immediately repay such amount to the Administrative Agent. Any repayment required by the Borrower Borrowers pursuant to this Section 10.13 11.13 shall be accompanied by accrued interest thereon from and including the date such amount is made available to the a Borrower to but excluding the date of payment at the LIBOR Rate rate of interest then applicable to Loans. Nothing in this Section 10.13 11.13 or elsewhere in this Agreement or the other Financing Documents shall be deemed to require the Administrative Agent to advance funds on behalf of any Lender or to relieve any Lender from its obligation to fulfill its commitments hereunder or to prejudice any rights that the Administrative Agent or the any Borrower may have against any Lender as a result of any default by such Lender hereunder. (ii) On a Business Day of each week as selected from time to time by Agent, or more frequently (including daily), if Agent so elects (each such day being a “Settlement Date”), Agent will advise each Lender by telephone, facsimile or e-mail of the amount of each such Lender’s percentage interest of the Loan balance as of the close of business of the Business Day immediately preceding the Settlement Date. In the event that payments are necessary to adjust the amount of such Lender’s actual percentage interest of the Loans to such Lender’s required percentage interest of the Loan balance as of any Settlement Date, the Lender from which such payment is due shall pay Agent, without setoff or discount, to the Payment Account before 1:00 p.m. (Eastern time) on the Business Day following the Settlement Date the full amount necessary to make such adjustment. Any obligation arising pursuant to the immediately preceding sentence shall be absolute and unconditional and shall not be affected by any circumstance whatsoever. In the event settlement shall not have occurred by the date and time specified in the second preceding sentence, interest shall accrue on the unsettled amount at the rate of interest then applicable to Loans. (iii) On each Settlement Date, Agent shall advise each Lender by telephone, facsimile or e-mail of the amount of such Lender’s percentage interest of principal, interest and fees paid for the benefit of Lenders with respect to each applicable Loan, to the extent of such Lender’s Loan Exposure with respect thereto, and shall make payment to such Lender before 1:00 p.m. (Eastern time) on the Business Day following the Settlement Date of such amounts in accordance with wire instructions delivered by such Lender to Agent, as the same may be modified from time to time by written notice to Agent; provided, however, that, in the case such Lender is a Defaulted Lender, Agent shall be entitled to set off the funding short-fall against that Defaulted Lender’s respective share of all payments received from any Borrower. (iv) On the Closing Date, the Administrative Agent, on behalf of Lenders, may elect to advance to the Borrower Borrowers the full amount of the initial Loans to be made on the Closing Date prior to receiving funds from Lenders, in reliance upon each Lender’s commitment to make its Pro Rata Share of such Loans to the Borrower Borrowers in a timely manner on such date. If the Administrative Agent elects to advance the initial Loans to the Borrower in such manner, the Administrative Agent shall be entitled to receive all interest that accrues on the Closing Date on each Lender’s Pro Rata Share of such Loans unless Administrative Agent receives such Lender’s Pro Rata Share of such Loans by before 3:00 p.m., Central p.m. (Eastern time, ) on the Closing Date. (iiiv) It is understood that for purposes of advances to Borrowers made pursuant to this Section 11.13, Agent will be using the funds of Agent, and pending settlement, (A) all funds transferred from the Payment Account to the outstanding Loans shall be applied first to advances made by Agent to Borrowers pursuant to this Section 11.13, and (B) all interest accruing on such advances shall be payable to Agent. (vi) The provisions of this Section 10.13(a11.13(a) shall be deemed to be binding upon the Administrative Agent and the Lenders notwithstanding the occurrence of any Default or Event of Default, or any insolvency or bankruptcy proceeding pertaining to the any Borrower or any other Credit Party.

Loan Advances, Payments and Settlements; Interest and Fee Payments. (i) Unless the Administrative Agent shall have been notified the right, on behalf of Lenders (other than Non-Funding Lenders) to disburse funds to Borrowers for all Loans or advances thereof requested or deemed requested by telephone, confirmed in writing, by any Lender by 5:00 p.m. (Central time) on the day prior Borrowers pursuant to the date terms of a proposed borrowing this Agreement regardless of Loanswhether the conditions precedent set forth in Section 7.2 are then satisfied, including the existence of any Default or Event of Default either before or after giving effect to the making of such Loans or advances; provided, that such Lender will Administrative Agent shall not make available advance proceeds of any Revolving Loan pursuant to this clause (i) if, to the amount that would constitute its applicable percentage knowledge of such borrowing on the date specified thereforAdministrative Agent, the Revolving Loan Outstandings exceed the Revolving Loan Limit, either before or after giving effect to the making of any proposed Revolving Loan. Administrative Agent may assume shall be conclusively entitled to assume, for purposes of the preceding sentence, that such Lender has made such amount available to the Administrative Agent andeach Lender, in reliance upon such assumptionother than any Non-Funding Lenders, make available to the Borrower a corresponding amountwill fund its Pro Rata Share of all Loans and advances thereof requested by Borrowers. Each Lender (other than any Non-Funding Lender) shall reimburse the Administrative Agent on demand, in accordance with the provisions of the immediately following paragraph, for all funds disbursed on its behalf by the Administrative Agent pursuant to the first sentence of this clause (i), or if the Administrative Agent so requests, each Lender (other than any Non-Funding Lender) will remit to the Administrative Agent its Pro Rata Share of any Loan or advance thereof before the Administrative Agent disburses the same to the BorrowerBorrowers. If the Administrative Agent elects to require that each Lender (other than any Non-Funding Lender) make funds available to the Administrative Agent, prior to a disbursement by the Administrative Agent to the BorrowerBorrowers, the Administrative Agent shall advise each Lender by telephone, facsimile or e-mail of the amount of such Lender’s Pro Rata Share of the Loan or advance thereof requested by the Borrower Borrowers no later than noon, Central noon (Chicago time, ) on the date of funding of such LoanLoan or advance, and each such Lender shall pay the Administrative Agent on such date such Lender’s Pro Rata Share of such requested LoanLoan or advance, in same day funds, by wire transfer to the Payment Account, or such other account as may be identified by the Administrative Agent to Lenders from time to time. If any Lender fails to pay the amount of its Pro Rata Share within one (1) Business Day after the Administrative Agent’s demand, the Administrative Agent shall promptly notify the BorrowerBorrowers, and the Borrower Borrowers shall immediately repay such amount to the Administrative Agent. Any repayment required by the Borrower Borrowers pursuant to this Section 10.13 shall be accompanied by accrued interest thereon from and including the date such amount is made available to the Borrower Borrowers to but excluding the date of payment at the LIBOR Rate rate of interest then applicable to Loansthe applicable Loan under which the advance is made. Nothing in this Section 10.13 or elsewhere in this Agreement or the other Financing Documents shall be deemed to require the Administrative Agent to advance funds on behalf of any Lender or to relieve any Lender from its obligation to fulfill its commitments hereunder or to prejudice any rights that the Administrative Agent or the Borrower Borrowers may have against any Lender as a result of any default by such Lender hereunder. (ii) On a Business Day of each week as selected from time to time by Administrative Agent, or more frequently (including daily), if Administrative Agent so elects (each such day being a “Settlement Date”), Administrative Agent will advise each Lender by telephone, facsimile or e-mail of the amount of each such Lender’s percentage interest of the applicable Loan balance as of the close of business of the Business Day immediately preceding the Settlement Date. In the event that payments are necessary to adjust the amount of such Lender’s actual percentage interest of the applicable Loan balance to such Lender’s required percentage interest of the applicable Loan balance as of any Settlement Date, the party from which such payment is due shall pay Administrative Agent, without setoff or discount, to the Payment Account not later than noon (Chicago time) on the Business Day following the Settlement Date the full amount necessary to make such adjustment. Any obligation arising pursuant to the immediately preceding sentence shall be absolute and unconditional and shall not be affected by any circumstance whatsoever. In the event settlement shall not have occurred by the date and time specified in the second preceding sentence, interest shall accrue on the unsettled amount at the Federal Funds Rate, for the first three (3) days following the scheduled date of settlement, and thereafter at the Base Rate plus the Base Rate Margin applicable to the applicable Loan under which the advance is made. (iii) On each Settlement Date, Administrative Agent shall advise each Lender by telephone, facsimile or e-mail of the amount of such Lender’s percentage interest of principal, interest and fees paid for the benefit of Lenders with respect to each applicable Loan, to the extent of such Lender’s Revolving Loan Exposure with respect thereto, and shall make payment to such Lender not later than noon (Chicago time) on the Business Day following the Settlement Date of such amounts in accordance with wire instructions delivered by such Lender to Administrative Agent, as the same may be modified from time to time by written notice to Administrative Agent; provided, that, in the case such Lender is a Defaulted Lender, Administrative Agent shall be entitled to set off the funding short-fall against that Defaulted Lender’s respective share of all payments received from Borrowers. (iv) On the Closing Date, the Administrative Agent, on behalf of the Lenders, may elect to advance to the Borrower Borrowers the full amount of the initial Loans to be made on the Closing Date prior to receiving funds from the Lenders, in reliance upon each Lender’s commitment to make its Pro Rata Share of such Loans to the Borrower Borrowers in a timely manner on such date. If the Administrative Agent elects to advance the initial Loans to the Borrower Borrowers in such manner, the Administrative Agent shall be entitled to receive all interest that accrues on the Closing Date on each Lender’s Pro Rata Share of such Loans unless Administrative Agent receives such Lender’s Pro Rata Share of such Loans by 3:00 p.m., Central p.m. (Chicago time, ) on the Closing Date. (iiiv) Notwithstanding anything to the contrary in this Agreement, repayment of Loans by Administrative Agent shall be made first in respect of Loans made at the time any Non-Funding Lenders exist, and second in respect of all other outstanding Loans. (vi) The provisions of this Section 10.13(a11.13(a) shall be deemed to be binding upon the Administrative Agent and the Lenders notwithstanding the occurrence of any Default or Event of Default, or any insolvency or bankruptcy proceeding pertaining to the Borrower Borrowers or any other Credit Party.