Common use of Revolving Credit Advances; Payments Clause in Contracts

Revolving Credit Advances; Payments. (i) Lenders shall refund or participate in the Swing Line Loan in accordance with clauses (iii), (iv) and (v) of Section 1.1(b). If (i) the Swing Line Lender declines to make a Swing Line Advance, (ii) Swing Line Availability is zero or (iii) the Administrative Agent shall receive a Notice of Revolving Credit Advance in respect of a Revolving Credit Advance to be made as a LIBOR Loan, the Administrative Agent shall notify Lenders, promptly after receipt of a Notice of Revolving Credit Advance and in any event prior to 1:00 p.m. (New York time) on the date such Notice of Revolving Credit Advance is received, by telecopy, telephone or other similar form of transmission. (ii) In the case of any Revolving Credit Advance to be denominated in Dollars, each Lender shall make the amount of such Lender’s Pro Rata Share of such Revolving Credit Advance available to the Administrative Agent in same day funds in Dollars by wire transfer to the Administrative Agent’s account as set forth in Annex H not later than 3:00 p.m. (New York time) on the requested funding date, in the case of an Index Rate Loan, and not later than 11:00 a.m. (New York time) on the requested funding date, in the case of a LIBOR Loan. In the case of any Revolving Credit Advance to be denominated in any Foreign Currency, each Foreign Currency Lender and the Fronting Lender shall make the amount of such Lender’s Pro Rata Share (or, in the case of the Fronting Lender, the Fronted Percentage) of such Revolving Credit Advance available to the Administrative Agent in same day funds in such Foreign Currency by wire transfer to the Administrative Agent’s account as set forth in Annex H not later than 3:00 p.m. (New York time) on the requested funding date, in the case of an Index Rate Loan, and not later than 11:00 a.m. (New York time) on the requested funding date, in the case of a LIBOR Loan. After receipt of such wire transfers (or, in the Administrative Agent’s sole discretion, before receipt of such wire transfers), subject to the terms hereof, the Administrative Agent shall make the requested Revolving Credit Advance to Borrower. All payments by each Lender pursuant to this Section 9.9(a) shall be made without setoff, counterclaim or deduction of any kind. (iii) On each Business Day (each, a “Settlement Date”), the Administrative Agent shall advise each Lender and the Fronting Lender by telephone or telecopy of the amount to be disbursed to such Person in accordance with this Section 9.9(a)(iii). Provided that each Lender has funded all payments or Advances required to be made by it and has purchased all participations required to be purchased by it under this Agreement and the other Loan Documents as of such Settlement Date, the Administrative Agent shall pay to each Lender and the Fronting Lender (i) in the case of any Foreign Currency Lender, such Lender’s Pro Rata Share of principal, interest and Fees received by the Administrative Agent from the Borrowers on such Settlement Date (or, in the case of amounts denominated in a Foreign Currency, (x) with respect to principal, on the date one Business Day prior to such Settlement Date and (y) with respect to all other amounts, on the date two Business Days prior to such Settlement Date) (as determined in accordance with Section 1.11) for the benefit of Lenders with respect to each applicable Loan, (ii) in the case of any Non-Foreign Currency Lender, (A) such Lender’s Pro Rata Share of principal and interest received by the Administrative Agent from the Borrowers on such Settlement Date (as determined in accordance with Section 1.11) for the benefit of Lenders with respect to the portion of the Revolving Loan Outstanding denominated in Dollars, (B) its Pro Rata Share of Fees (other than Letter of Credit Fees denominated in a Foreign Currency) received by the Administrative Agent from the Borrowers on such Settlement Date (as determined in accordance with Section 1.11) for the benefit of Lenders and (C) an amount in Dollars equal to the Dollar Equivalent (calculated as of such Settlement Date) of its Pro Rata Share of Letter of Credit Fees denominated in a Foreign Currency received by the Administrative Agent from the Borrowers on the second Business Day preceding such Settlement Date; and (iii) in the case of the Fronting Lender, the Fronted Percentage of principal and interest received by the Administrative Agent from the Borrowers (A) with respect to principal, on the date one Business Day prior to such Settlement Date and (B) with respect to all other amounts, on the date two Business Days prior to such Settlement Date (as determined in accordance with Section 1.11) for the benefit of the Lenders and the Fronting Lender with respect to the portion of the Revolving Loan Outstandings denominated in any Foreign Currency. Such payments shall be made by wire transfer to such Lender’s or the Fronting Lender’s account (as specified by such Lender in Annex H or the applicable Assignment Agreement) not later than 5:00 p.m. (New York time) on each Settlement Date.

Revolving Credit Advances; Payments. (i) Lenders shall refund or participate in the Swing Line Loan in accordance with clauses (iii), (iv) and (v) of Section 1.1(b). If (i) the Swing Line Lender declines to make a Swing Line Advance, (ii) Swing Line Availability is zero or (iii) the Administrative Agent shall receive a Notice of Revolving Credit Advance in respect of a Revolving Credit Advance to be made as a LIBOR Loan, the Administrative Agent shall notify Lenders, promptly after receipt of a Notice of Revolving Credit Advance and in any event prior to 1:00 p.m. (New York time) on the date such Notice of Revolving Credit Advance is received, by telecopy, telephone or other similar form of transmission. (ii) In the case of any Revolving Credit Advance to be denominated in Dollars, each Lender shall make the amount of such Lender’s Pro Rata Share of such Revolving Credit Advance available to the Administrative Agent in same day funds in Dollars by wire transfer to the Administrative Agent’s account as set forth in Annex H not later than 3:00 p.m. (New York time) on the requested funding date, in the case of an Index Rate Loan, and not later than 11:00 a.m. (New York time) on the requested funding date, in the case of a LIBOR Loan. In the case of any Revolving Credit Advance to be denominated in any Foreign CurrencySterling, each Foreign Currency Sterling Lender and the Fronting Lender shall make the amount of such Lender’s Pro Rata Share (or, in the case of the Fronting Lender, the Fronted Percentage) of such Revolving Credit Advance available to the Administrative Agent in same day funds in such Foreign Currency Sterling by wire transfer to the Administrative Agent’s account as set forth in Annex H not later than 3:00 p.m. (New York time) on the requested funding date, in the case of an Index Rate Loan, and not later than 11:00 a.m. (New York time) on the requested funding date, in the case of a LIBOR Loan. After receipt of such wire transfers (or, in the Administrative Agent’s sole discretion, before receipt of such wire transfers), subject to the terms hereof, the Administrative Agent shall make the requested Revolving Credit Advance to Borrower. All payments by each Lender pursuant to this Section 9.9(a) shall be made without setoff, counterclaim or deduction of any kind. (iii) On each Business Day (each, a “Settlement Date”), the Administrative Agent shall advise each Lender and the Fronting Lender by telephone or telecopy of the amount to be disbursed to such Person in accordance with this Section 9.9(a)(iii). Provided that each Lender has funded all payments or Advances required to be made by it and has purchased all participations required to be purchased by it under this Agreement and the other Loan Documents as of such Settlement Date, the Administrative Agent shall pay to each Lender and the Fronting Lender (i) in the case of any Foreign Currency Sterling Lender, such Lender’s Pro Rata Share of principal, interest and Fees received by the Administrative Agent from the Borrowers on such Settlement Date (or, in the case of amounts denominated in a Foreign CurrencySterling, (x) with respect to principal, on the date one Business Day prior to such Settlement Date and (y) with respect to all other amounts, on the date two Business Days prior to such Settlement Date) (as determined in accordance with Section 1.111.10) for the benefit of Lenders with respect to each applicable Loan, (ii) in the case of any Non-Foreign Currency Sterling Lender, (A) such Lender’s Pro Rata Share of principal and interest received by the Administrative Agent from the Borrowers on such Settlement Date (as determined in accordance with Section 1.111.10) for the benefit of Lenders with respect to the portion of the Revolving Loan Outstanding denominated in Dollars, (B) its Pro Rata Share of Fees (other than Letter of Credit Fees denominated in a Foreign CurrencySterling) received by the Administrative Agent from the Borrowers on such Settlement Date (as determined in accordance with Section 1.111.10) for the benefit of Lenders and (C) an amount in Dollars equal to the Dollar Equivalent (calculated as of such Settlement Date) of its Pro Rata Share of Letter of Credit Fees denominated in a Foreign Currency Sterling received by the Administrative Agent from the Borrowers on the second Business Day preceding such Settlement Date; and (iii) in the case of the Fronting Lender, the Fronted Percentage of principal and interest received by the Administrative Agent from the Borrowers (A) with respect to principal, on the date one Business Day prior to such Settlement Date and (B) with respect to all other amounts, on the date two Business Days prior to such Settlement Date (as determined in accordance with Section 1.111.10) for the benefit of the Lenders and the Fronting Lender with respect to the portion of the Revolving Loan Outstandings denominated in Sterling. To the extent that any Foreign CurrencyLender or the Fronting Lender (a “Non-Funding Lender”) has failed to fund any payment or Advance required to be made by it hereunder or failed to make any purchase of a participation interest required to be purchased hereunder, Agent shall be entitled to set off any such funding short fall (other than any short-fall arising from a failure to purchase any participation interest required to be purchased by it pursuant to Section 9.9(e)(i), if any amount shall be outstanding to the Fronting Lender in respect of the Revolving Loan Outstandings related to such participation interest) against that Non-Funding Lender’s share of all payments received from Borrowers. Such payments shall be made by wire transfer to such Lender’s or the Fronting Lender’s account (as specified by such Lender in Annex H or the applicable Assignment Agreement) not later than 5:00 p.m. (New York time) on each Settlement Date.

Revolving Credit Advances; Payments. (i) Lenders shall refund or participate in the Swing Line Loan in accordance with clauses (iii), (iv) and (v) of Section 1.1(b). If (i) the Swing Line Lender declines to make a Swing Line Advance, (ii) Swing Line Availability is zero or (iii) the Administrative Agent shall receive a Notice of Revolving Credit Advance in respect of a Revolving Credit Advance to be made as a LIBOR Loan, the Administrative Agent shall notify Lenders, promptly after receipt of a Notice of Revolving Credit Advance and in any event prior to 1:00 p.m. (New York time) on the date such Notice of Revolving Credit Advance is received, by telecopy, telephone or other similar form of transmission. (ii) In the case of any Revolving Credit Advance to be denominated in Dollars, each Each Lender shall make the amount of such Lender’s 's Pro Rata Share of such Revolving Credit Advance available to the Administrative Agent in same day funds in Dollars by wire transfer to the Administrative Agent’s 's account as set forth in Annex H not later than 3:00 p.m. (New York time) on the requested funding date, in the case of an Index Rate Loan, and not later than 11:00 a.m. (New York time) on the requested funding date, in the case of a LIBOR Loan. In the case of any Revolving Credit Advance to be denominated in any Foreign Currency, each Foreign Currency Lender and the Fronting Lender shall make the amount of such Lender’s Pro Rata Share (or, in the case of the Fronting Lender, the Fronted Percentage) of such Revolving Credit Advance available to the Administrative Agent in same day funds in such Foreign Currency by wire transfer to the Administrative Agent’s account as set forth in Annex H G not later than 3:00 p.m. (New York time) on the requested funding date, in the case of an Index Rate Loan, and not later than 11:00 a.m. (New York time) on the requested funding date, in the case of a LIBOR Loan. After receipt of such wire transfers (or, in the Administrative Agent’s 's sole discretion, before receipt of such wire transfers), subject to the terms hereof, the Administrative Agent shall make the requested Revolving Credit Advance to Borrowerthe Borrower designated by Borrower Representative in the Notice of Revolving Credit Advance. All payments by each Lender pursuant to this Section 9.9(a) shall be made without setoff, counterclaim or deduction of any kind. (iiiii) On Not less than once during each Business Day calendar week or more frequently at Agent's election (each, a “"Settlement Date”"), the Administrative Agent shall advise each Lender and the Fronting Lender by telephone telephone, or telecopy of the amount of such Lender's Pro Rata Share of principal, interest and Fees paid for the benefit of Lenders with respect to be disbursed to such Person in accordance with this Section 9.9(a)(iii)each applicable Revolving Loan. Provided that each Lender has funded all payments or Revolving Credit Advances required to be made by it and has purchased all participations required to be purchased by it under this Agreement and the other Loan Documents as of such Settlement Date, the Administrative Agent shall pay to each Lender and the Fronting Lender (i) in the case of any Foreign Currency Lender, such Lender’s 's Pro Rata Share of principal, interest and Fees received paid by Borrowers since the Administrative Agent from the Borrowers on such previous Settlement Date (or, in the case of amounts denominated in a Foreign Currency, (x) with respect to principal, on the date one Business Day prior to such Settlement Date and (y) with respect to all other amounts, on the date two Business Days prior to such Settlement Date) (as determined in accordance with Section 1.11) for the benefit of Lenders with respect to each applicable Loan, such Lender on the Revolving Loans held by it. To the extent that any Lender (ii) in the case of any a "Non-Foreign Currency Funding Lender") has failed to fund all such payments and Revolving Credit Advances or failed to fund the purchase of all such participations, (A) such Agent shall be entitled to set off the funding short-fall against that Non-Funding Lender’s 's Pro Rata Share of principal and interest all payments received by the Administrative Agent from the Borrowers on such Settlement Date (as determined in accordance with Section 1.11) for the benefit of Lenders with respect to the portion of the Revolving Loan Outstanding denominated in Dollars, (B) its Pro Rata Share of Fees (other than Letter of Credit Fees denominated in a Foreign Currency) received by the Administrative Agent from the Borrowers on such Settlement Date (as determined in accordance with Section 1.11) for the benefit of Lenders and (C) an amount in Dollars equal to the Dollar Equivalent (calculated as of such Settlement Date) of its Pro Rata Share of Letter of Credit Fees denominated in a Foreign Currency received by the Administrative Agent from the Borrowers on the second Business Day preceding such Settlement Date; and (iii) in the case of the Fronting Lender, the Fronted Percentage of principal and interest received by the Administrative Agent from the Borrowers (A) with respect to principal, on the date one Business Day prior to such Settlement Date and (B) with respect to all other amounts, on the date two Business Days prior to such Settlement Date (as determined in accordance with Section 1.11) for the benefit of the Lenders and the Fronting Lender with respect to the portion of the Revolving Loan Outstandings denominated in any Foreign CurrencyBorrowers. Such payments shall be made by wire transfer to such Lender’s or the Fronting Lender’s 's account (as specified by such Lender in Annex H G or the applicable Assignment Agreement) not later than 5:00 2:00 p.m. (New York time) on the next Business Day following each Settlement Date.

Revolving Credit Advances; Payments. (i) Lenders shall refund or participate in the Swing Line Loan in accordance with clauses (iiiSubject to Section 9.9(a)(iii), (iv) and (v) of Section 1.1(b). If (i) the Swing Line Lender declines to make a Swing Line Advance, (ii) Swing Line Availability is zero or (iii) the Administrative Agent shall receive a Notice of Revolving Credit Advance in respect of a Revolving Credit Advance to be made as a LIBOR Loan, the Administrative Agent shall notify Lenders, promptly after receipt of a Notice of Revolving Credit Advance and in any event prior to 1:00 p.m. (New York time) on the date such Notice of Revolving Credit Advance is received, by telecopy, telephone or other similar form of transmission. (ii) In the case of any Revolving Credit Advance to be denominated in Dollars, each . Each Lender shall make the amount of such Lender’s 's Pro Rata Share of such each Revolving Credit Advance available to the Administrative Agent in same day funds in Dollars by wire transfer to the Administrative Agent’s 's account as set forth in Annex H G not later than 3:00 p.m. (New York time) on the requested funding date, in the case of an Index Rate Loan, and not later than 11:00 a.m. (New York time) on the requested funding date, in the case of a LIBOR Loan. In the case of any Revolving Credit Advance to be denominated in any Foreign Currency, each Foreign Currency Lender and the Fronting Lender shall make the amount of such Lender’s Pro Rata Share (or, in the case of the Fronting Lender, the Fronted Percentage) of such Revolving Credit Advance available to the Administrative Agent in same day funds in such Foreign Currency by wire transfer to the Administrative Agent’s account as set forth in Annex H not later than 3:00 p.m. (New York time) on the requested funding date, in the case of an Index Rate Loan, and not later than 11:00 a.m. (New York time) on the requested funding date, in the case of a LIBOR Loan. After receipt of such wire transfers (or, in the Administrative Agent’s 's sole discretion, before receipt of such wire transfers), subject to the terms hereof, the Administrative Agent shall make the requested Revolving Credit Advance to Borrowerthe Borrower designated by Borrower Representative in the Notice of Revolving Credit Advance. All payments by each Revolving Lender pursuant to this Section 9.9(a) shall be made without setoff, counterclaim or deduction of any kind. (iiiii) On each the second (2nd) Business Day of each calendar week or more frequently as aggregate cumulative payments in excess of $4,000,000 are received with respect to the Revolving Loan or as more frequently as Agent may select in its discretion (each, a “"Settlement Date”"), the Administrative Agent shall deliver to each of the Lenders prior to 1:00 p.m. (New York time) on such Settlement Date a summary statement of the amount of outstanding Revolving Credit Advances for the period from the prior Settlement Date (such period being hereafter referred to as a "Settlement Period") and Agent will advise each Lender and the Fronting Lender by telephone or telecopy of the amount, as applicable, payable by such Lender to Agent or the amount to be disbursed payable by Agent to such Person in accordance with Lender as provided below under this Section 9.9(a)(iii9.9(a)(ii). Provided If, as of the end of any Settlement Period, the amount of a Lender's Pro Rata Share of the outstanding Revolving Credit Advances minus such Lender's Pro Rata Share of the outstanding Revolving Credit Advances as of the end of the previous Settlement Period (after giving effect to any settlement hereunder with respect to such Settlement Period), is a positive number then such Lender shall transfer to Agent such amount in same day funds by wire transfer to Agent's account as set forth in Annex G not later than 3:00 p.m. (New York time) on the requested funding date; and if, on the other hand, such amount is a negative number, provided that each such Lender has funded made all payments or Advances required to be made by it and has purchased all participations required to be purchased by it under this Agreement and the other Loan Documents as of such Settlement Date, the Administrative Agent shall pay to each Lender and the Fronting Lender (i) in the case of any Foreign Currency Lender, such Lender’s Pro Rata Share of principal, interest and Fees received by the Administrative Agent from the Borrowers on such Settlement Date (or, in the case of amounts denominated in a Foreign Currency, (x) with respect to principal, on the date one Business Day prior will transfer to such Settlement Date and (y) with respect to all other amounts, on the date two Business Days prior to Lender such Settlement Date) (as determined in accordance with Section 1.11) for the benefit of Lenders with respect to each applicable Loan, (ii) in the case of any Non-Foreign Currency Lender, (A) such Lender’s Pro Rata Share of principal and interest received by the Administrative Agent from the Borrowers on such Settlement Date (as determined in accordance with Section 1.11) for the benefit of Lenders with respect to the portion of the Revolving Loan Outstanding denominated in Dollars, (B) its Pro Rata Share of Fees (other than Letter of Credit Fees denominated in a Foreign Currency) received by the Administrative Agent from the Borrowers on such Settlement Date (as determined in accordance with Section 1.11) for the benefit of Lenders and (C) an amount in Dollars equal to the Dollar Equivalent (calculated as of such Settlement Date) of its Pro Rata Share of Letter of Credit Fees denominated in a Foreign Currency received by the Administrative Agent from the Borrowers on the second Business Day preceding such Settlement Date; and (iii) in the case of the Fronting Lender, the Fronted Percentage of principal and interest received by the Administrative Agent from the Borrowers (A) with respect to principal, on the date one Business Day prior to such Settlement Date and (B) with respect to all other amounts, on the date two Business Days prior to such Settlement Date (as determined in accordance with Section 1.11) for the benefit of the Lenders and the Fronting Lender with respect to the portion of the Revolving Loan Outstandings denominated in any Foreign Currency. Such payments shall be made by wire transfer to such Lender’s or the Fronting Lender’s 's account (as specified by such Lender in Annex H G or the applicable Assignment Agreement) not later than 5:00 2:00 p.m. (New York time) on the next Business Day following each Settlement Date. If Agent shall have made one or more Revolving Credit Advances on behalf of Lenders as provided in Section 9.9(a)(iii), the amount of each Lender's Pro Rata Share of the outstanding Revolving Credit Advances for purposes of this Section 9.9(a)(ii) shall be computed on each Settlement Date rather than daily and shall be adjusted upward or downward on the basis of the amount of the outstanding Revolving Credit Advances as of 5:00 P.M. (New York time) on the Business Day immediately preceding such Settlement Date. (iii) Agent may, in its discretion, make available, on behalf of Lenders, the full amount of the Revolving Credit Advances (including Overadvances) on any day (after application of payments received on such day) requested or deemed requested by Borrower Representative pursuant to this Agreement, without notice to Lenders of the proposed Revolving Credit Advance pursuant to Section 9.9(a)(i). To the extent that Agent has made any such amounts available and the settlement described above shall not yet have occurred, upon repayment of any Revolving Credit Advances by any Borrower, Agent may apply such amounts repaid directly to any amounts made available by Agent pursuant to this Section 9.9(a)(iii). Because Agent, on behalf of Lenders, may be advancing or may be repaid Revolving Credit Advances prior to the time when Lenders will actually advance or be repaid Revolving Credit Advances and interest and Non-Use Fees with respect to the outstanding Revolving Credit Advances shall be allocated by Agent to each Lender (including Agent), and the amount of each Lender's (including Agent's) Pro Rata Share shall be computed daily, in accordance with the amount of the outstanding Revolving Credit Advances actually advanced by and repaid to each Lender (including Agent) on each day during each Settlement Period and shall accrue from and including the date such Revolving Credit Advances are advanced by Agent to but excluding the date such Revolving Credit Advances are repaid by Borrowers in accordance with this Agreement or actually settled by the applicable Lender as described in this Section 9.9(a).

Revolving Credit Advances; Payments. (i) Lenders shall refund or participate in the Swing Line Loan in accordance with clauses (iii), (iv) and (v) of Section 1.1(b). If (i) the Swing Line Lender declines to make a Swing Line Advance, (ii) Swing Line Availability is zero or (iii) the Administrative Agent shall receive a Notice of Revolving Credit Advance in respect of a Revolving Credit Advance to be made as a LIBOR Loan, the Administrative Agent shall notify Lenders, promptly after receipt of a Notice of Revolving Credit Advance and in any event prior to 1:00 p.m. (New York time) on the date such Notice of Revolving Credit Advance is received, by telecopy, telephone or other similar form of transmission. (ii) In the case of any Revolving Credit Advance to be denominated in Dollars, each Each Lender shall make the amount of such Lender’s 's Pro Rata Share of such Revolving Credit Advance available to the Administrative Agent in same day funds in Dollars by wire transfer to the Administrative Agent’s 's account as set forth in Annex H G not later than 3:00 p.m. (New York time) on the requested funding date, in the case of an Index Rate Loan, Loan and not later than 11:00 a.m. (New York time) on the requested funding date, in the case of a LIBOR Loan. In the case of any Revolving Credit Advance to be denominated in any Foreign Currency, each Foreign Currency Lender and the Fronting Lender shall make the amount of such Lender’s Pro Rata Share (or, in the case of the Fronting Lender, the Fronted Percentage) of such Revolving Credit Advance available to the Administrative Agent in same day funds in such Foreign Currency by wire transfer to the Administrative Agent’s account as set forth in Annex H not later than 3:00 p.m. (New York time) on the requested funding date, in the case of an Index Rate Loan, and not later than 11:00 a.m. (New York time) on the requested funding date, date in the case of a LIBOR Loan. After receipt of such wire transfers (or, in the Administrative Agent’s 's sole discretion, before receipt of such wire transfers), subject to the terms hereof, the Administrative Agent shall make the requested Revolving Credit Advance to Borrower. All payments by each Lender pursuant to this Section 9.9(a) shall be made without setoff, counterclaim or deduction of any kind. (iiiii) On each the second Business Day of each calendar week or more frequently at Agent's election (each, each a “"Settlement Date”"), the Administrative Agent shall advise each Lender and the Fronting Lender by telephone telephone, or telecopy of the amount of such Lender's Pro Rata Share of principal, interest and Fees paid for the benefit of Lenders with respect to be disbursed to such Person in accordance with this Section 9.9(a)(iii)the Revolving Loan. Provided that each a Lender has funded all payments or and Revolving Credit Advances required to be made by it and has purchased all participations required to be purchased by it under this Agreement and the other Loan Documents as of such Settlement DateDocuments, the Administrative Agent shall pay to each such Lender and the Fronting Lender (i) in the case of any Foreign Currency Lender, such Lender’s 's Pro Rata Share of principal, interest and Fees received paid by the Administrative Agent from the Borrowers on such Settlement Date (or, in the case of amounts denominated in a Foreign Currency, (x) with respect to principal, on the date one Business Day prior to such Settlement Date and (y) with respect to all other amounts, on the date two Business Days prior to such Settlement Date) (as determined in accordance with Section 1.11) Borrower promptly following its receipt thereof for the benefit of Lenders with respect to each applicable Loan, such Lender on the Revolving Loans held by it. To the extent that any Lender (ii) in the case of any a "Non-Foreign Currency Funding Lender") has failed to fund all such payments and Revolving Credit Advances or failed to fund the purchase of all such participations, (A) such Agent shall be entitled to set off the funding short-fall against that Non-Funding Lender’s 's Pro Rata Share of principal and interest all payments received by the Administrative Agent from the Borrowers on such Settlement Date (as determined in accordance with Section 1.11) for the benefit of Lenders with respect to the portion of the Revolving Loan Outstanding denominated in Dollars, (B) its Pro Rata Share of Fees (other than Letter of Credit Fees denominated in a Foreign Currency) received by the Administrative Agent from the Borrowers on such Settlement Date (as determined in accordance with Section 1.11) for the benefit of Lenders and (C) an amount in Dollars equal to the Dollar Equivalent (calculated as of such Settlement Date) of its Pro Rata Share of Letter of Credit Fees denominated in a Foreign Currency received by the Administrative Agent from the Borrowers on the second Business Day preceding such Settlement Date; and (iii) in the case of the Fronting Lender, the Fronted Percentage of principal and interest received by the Administrative Agent from the Borrowers (A) with respect to principal, on the date one Business Day prior to such Settlement Date and (B) with respect to all other amounts, on the date two Business Days prior to such Settlement Date (as determined in accordance with Section 1.11) for the benefit of the Lenders and the Fronting Lender with respect to the portion of the Revolving Loan Outstandings denominated in any Foreign CurrencyBorrower. Such payments shall be made by wire transfer to such Lender’s or the Fronting Lender’s 's account (as specified by such Lender in Annex H G or the applicable Assignment Agreement) not later than 5:00 2:00 p.m. (New York time) on each Settlement Datethe next Business Day following the date of receipt.

Revolving Credit Advances; Payments. (i) Lenders shall refund or participate in the Swing Line Loan in accordance with clauses (iii), (iv) and (v) of Section 1.1(b). If (i) the Swing Line Lender declines to make a Swing Line Advance, (ii) Swing Line Availability is zero or (iii) the Administrative Agent shall receive a Notice of Revolving Credit Advance in respect of a Revolving Credit Advance to be made as a LIBOR Loan, the Administrative Agent shall notify Lenders, promptly after receipt of a Notice of Revolving Credit Advance and in any event prior to 1:00 p.m. (New York Chicago time) on the date such Notice of Revolving Credit Advance is received, by telecopy, telephone or other similar form of transmission. (ii) In the case of any Revolving Credit Advance to be denominated in Dollars, each . Each Lender shall make the amount of such Lender’s 's Pro Rata Share of such Revolving Credit Advance available to the Administrative Agent in same day funds in Dollars by wire transfer to the Administrative Agent’s 's account as set forth in Annex H not later than 3:00 1:00 p.m. (New York Chicago time) on the requested funding date, in the case of an Index Rate Loan, and not later than 11:00 a.m. (New York time) on the requested funding date, in the case of a LIBOR Loan. In the case of any Revolving Credit Advance to be denominated in any Foreign Currency, each Foreign Currency Lender and the Fronting Lender shall make the amount of such Lender’s Pro Rata Share (or, in the case of the Fronting Lender, the Fronted Percentage) of such Revolving Credit Advance available to the Administrative Agent in same day funds in such Foreign Currency by wire transfer to the Administrative Agent’s account as set forth in Annex H not later than 3:00 p.m. (New York time) on the requested funding date, in the case of an Index Rate Loan, and not later than 11:00 a.m. (New York time) on the requested funding date, in the case of a LIBOR Loan. After receipt of such wire transfers (or, in the Administrative Agent’s 's sole discretion, before receipt of such wire transfers), subject to the terms hereof, the Administrative Agent shall make the requested Revolving Credit Advance to Borrower. All payments by each Lender pursuant to this Section 9.9(a) shall be made without setoff, counterclaim or deduction of any kind. (iiiii) On each the second (2nd) Business Day of each calendar week or more frequently as aggregate cumulative payments in excess of $1,000,000 are received with respect to the Revolving Loan (each, a “"Settlement Date”"), the Administrative Agent shall advise each Lender and the Fronting Lender by telephone telephone, or telecopy of the amount of such Lender's Pro Rata Share of principal, interest and Fees paid for the benefit of Lenders with respect to be disbursed to such Person in accordance with this Section 9.9(a)(iii)each applicable Revolving Loan. Provided that each Lender has funded all payments or and Revolving Credit Advances required to be made by it and has purchased all participations required to be purchased by it under this Agreement and the other Loan Documents as of such Settlement Date, the Administrative Agent shall pay to each Lender and the Fronting Lender (i) in the case of any Foreign Currency Lender, such Lender’s 's Pro Rata Share of principal, interest and Fees received paid by Borrower since the Administrative Agent from the Borrowers on such previous Settlement Date (or, in the case of amounts denominated in a Foreign Currency, (x) with respect to principal, on the date one Business Day prior to such Settlement Date and (y) with respect to all other amounts, on the date two Business Days prior to such Settlement Date) (as determined in accordance with Section 1.11) for the benefit of Lenders with respect to each applicable Loan, such Lender on the Revolving Loan held by it. To the extent that any Lender (ii) in the case of any a "Non-Foreign Currency Funding Lender") has failed to fund all such payments and Revolving Credit Advances or failed to fund the purchase of all such participations, (A) such Agent shall be entitled to set off the funding short-fall against that Non-Funding Lender’s 's Pro Rata Share of principal and interest all payments received by the Administrative Agent from the Borrowers on such Settlement Date (as determined in accordance with Section 1.11) for the benefit of Lenders with respect to the portion of the Revolving Loan Outstanding denominated in Dollars, (B) its Pro Rata Share of Fees (other than Letter of Credit Fees denominated in a Foreign Currency) received by the Administrative Agent from the Borrowers on such Settlement Date (as determined in accordance with Section 1.11) for the benefit of Lenders and (C) an amount in Dollars equal to the Dollar Equivalent (calculated as of such Settlement Date) of its Pro Rata Share of Letter of Credit Fees denominated in a Foreign Currency received by the Administrative Agent from the Borrowers on the second Business Day preceding such Settlement Date; and (iii) in the case of the Fronting Lender, the Fronted Percentage of principal and interest received by the Administrative Agent from the Borrowers (A) with respect to principal, on the date one Business Day prior to such Settlement Date and (B) with respect to all other amounts, on the date two Business Days prior to such Settlement Date (as determined in accordance with Section 1.11) for the benefit of the Lenders and the Fronting Lender with respect to the portion of the Revolving Loan Outstandings denominated in any Foreign CurrencyBorrower. Such payments shall be made by wire transfer to such Lender’s or the Fronting Lender’s 's account (as specified by such Lender in Annex H or the applicable Assignment Agreement) not later than 5:00 1:00 p.m. (New York Chicago time) on the next Business Day following each Settlement Date.