Common use of Funding by Banks; Presumption by Administrative Agent Clause in Contracts

Funding by Banks; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Bank prior to a Drawdown Date (or, in the case of any Revolving Credit Loans consisting of Federal Funds Rate Loans or Alternate Base Rate Loans, prior to 12:00 noon on the date of such Revolving Credit Loans) that such Bank will not make available to the Administrative Agent such Bank’s share of such Loan, the Administrative Agent may assume that such Bank has made such share available on such Drawdown Date and may, in reliance upon such assumption, make available to the applicable Borrower a corresponding amount. In such event, if a Bank has not in fact made its share of the applicable Loan available to the Administrative Agent, then the applicable Bank and the applicable Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon, for each day from and including the date such amount is made available to such Borrower to but excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be made by such Bank, the greater of the Federal Funds Rate Basis and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing and (B) in the case of a payment to be made by a Borrower, the interest rate equal to the rate payable on the Loans incurred by such Borrower (provided, if such Loans are LIBOR Loans, such Borrower shall pay interest equal to the rate payable on Federal Funds Rate Loans). If such Borrower and such Bank shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to such Borrower the amount of such interest paid by such Borrower for such period. If such Bank pays its share of the applicable Loan to the Administrative Agent, then the amount so paid shall constitute such Bank’s Loan included in such Loan Request. Any payment by a Borrower shall be without prejudice to any claim such Borrower may have against a Bank that shall have failed to make such payment to the Administrative Agent. A notice of the Administrative Agent to any Bank or a Borrower with respect to any amount owing under this subsection 2.10.2 shall be conclusive, absent manifest error.

Funding by Banks; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Bank prior to a Drawdown Date (or, in the case of any Revolving Credit Loans consisting of Federal Funds Rate Loans or Alternate Base Rate Loans, prior to 12:00 noon 1:00 p.m. on the date of such Revolving Credit Loans) that such Bank will not make available to the Administrative Agent such Bank’s share of such Loan, the Administrative Agent may assume that such Bank has made such share available on such Drawdown Date and may, in reliance upon such assumption, make available to the applicable Borrower a corresponding amount. In such event, if a Bank has not in fact made its share of the applicable Loan available to the Administrative Agent, then the applicable Bank and the applicable Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon, for each day from and including the date such amount is made available to such Borrower to but excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be made by such Bank, the greater of the Federal Funds Rate Basis and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing and (B) in the case of a payment to be made by a Borrower, the interest rate equal to the rate payable on the Loans incurred by such Borrower (provided, if such Loans are LIBOR Loans, such Borrower shall pay interest equal to the rate payable on Federal Funds Rate Loans). If such Borrower and such Bank shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to such Borrower the amount of such interest paid by such Borrower for such period. If such Bank pays its share of the applicable Loan to the Administrative Agent, then the amount so paid shall constitute such Bank’s Loan included in such Loan Request. Any payment by a Borrower shall be without prejudice to any claim such Borrower may have against a Bank that shall have failed to make such payment to the Administrative Agent. A notice of the Administrative Agent to any Bank or a Borrower with respect to any amount owing under this subsection 2.10.2 shall be conclusive, absent manifest error.

Funding by Banks; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Bank prior to a Drawdown Date (or, in the case of any Revolving Credit Loans consisting of Federal Funds Rate Loans or Alternate Base Rate Loans, prior to 12:00 noon on the date of such Revolving Credit Loans) that such Bank will not make available to the Administrative Agent such Bank’s share of such Loan, the Administrative Agent may assume that such Bank has made such share available on such Drawdown Date and may, in reliance upon such assumption, make available to the applicable Borrower a corresponding amount. In such event, if a Bank has not in fact made its share of the applicable Loan available to the Administrative Agent, then the applicable Bank and the applicable Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon, for each day from and including the date such amount is made available to such the Borrower to but excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be made by such Bank, the greater of the Federal Funds Rate Basis and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing compensation and (B) in the case of a payment to be made by a the Borrower, the interest rate equal to the rate payable on the Loans incurred by such the Borrower (provided, if such Loans are LIBOR Loans, such the Borrower shall pay interest equal to the rate payable on Federal Funds Rate Loans). If such the Borrower and such Bank shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to such the Borrower the amount of such interest paid by such the Borrower for such period. If such Bank pays its share of the applicable Loan to the Administrative Agent, then the amount so paid shall constitute such Bank’s Loan included in such Loan Request or Swing Loan Request, as applicable. Any payment by a the Borrower shall be without prejudice to any claim such the Borrower may have against a Bank that shall have failed to make such payment to the Administrative Agent. A notice of the Administrative Agent to any Bank or a the Borrower with respect to any amount owing under this subsection 2.10.2 shall be conclusive, absent manifest error.

Funding by Banks; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Bank prior to a Drawdown Date the proposed date of the initial Borrowing of Eurodollar Loans (or, in the case of any Revolving Credit Loans consisting initial funding of Federal Funds Rate Loans or Alternate Base Rate Loans, prior to 12:00 noon on the date of such Revolving Credit Loansfunding) that such Bank will not make available to the Administrative Agent such Bank’s share of such LoanBorrowing, the Administrative Agent may assume that such Bank has made such share available on such Drawdown Date date in accordance with Section 2.2.2 (or, in the case of a funding of Alternate Base Rate Loans, that such Bank has made such share available in accordance with and at the time required by Section 2.2.2) and may, in reliance upon such assumption, make available to the applicable Borrower Company a corresponding amount. In such event, if a Bank has not in fact made its share of the applicable Loan Borrowing available to the Administrative Agent, then the applicable Bank and the applicable Borrower Company severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon, for each day from and including the date such amount is made available to such Borrower the Company to but excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be made by such Bank, the greater of the Federal Funds Rate Basis and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing foregoing, and (B) in the case of a payment to be made by a Borrowerthe Company, the interest rate equal applicable to the rate payable on the Loans incurred by such Borrower (provided, if such Loans are LIBOR Loans, such Borrower shall pay interest equal to the rate payable on Federal Funds Alternate Base Rate Loans). If such Borrower the Company and such Bank shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to such Borrower the Company the amount of such interest paid by such Borrower the Company for such period. If such Bank pays its share of the applicable Loan Borrowing to the Administrative Agent, then the amount so paid shall constitute such Bank’s Loan included in such Loan RequestBorrowing. Any payment by a Borrower the Company shall be without prejudice to any claim such Borrower the Company may have against a Bank that shall have failed to make such payment to the Administrative Agent. A notice of the Administrative Agent to any Bank or a Borrower with respect to any amount owing under this subsection 2.10.2 shall be conclusive, absent manifest error.

Funding by Banks; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Bank prior to a Drawdown Date the proposed date of any Borrowing of Eurocurrency Rate Loans (or, in the case of any Revolving Credit Loans consisting Borrowing of Federal Funds Rate Loans or Alternate Base Rate Loans, prior to 12:00 noon 2:00 p.m. on the date of such Revolving Credit LoansBorrowing) that such Bank will not make available to the Administrative Agent such Bank’s share of such LoanBorrowing, the Administrative Agent may assume that such Bank has made such share available on such Drawdown Date date in accordance with Section 2.4 (or, in the case of a Borrowing of Base Rate Loans, that such Bank has made such share available in accordance with and at the time required by Section 2.4) and may, in reliance upon such assumption, make available to the applicable Borrower Company a corresponding amount. In such event, if a Bank has not in fact made its share of the applicable Loan Borrowing available to the Administrative Agent, then the applicable Bank and the applicable Borrower Company severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon, for each day from and including the date such amount is made available to such Borrower the Company to but excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be made by such Bank, the greater of the Federal Funds Rate Basis and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensationOvernight Rate, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing foregoing, and (B) in the case of a payment to be made by a Borrowerthe Company, the interest rate equal applicable to the rate payable on the Loans incurred by such Borrower (provided, if such Loans are LIBOR Loans, such Borrower shall pay interest equal to the rate payable on Federal Funds Base Rate Loans). If such Borrower the Company and such Bank shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to such Borrower the Company the amount of such interest paid by such Borrower the Company for such period. If such Bank pays its share of the applicable Loan Borrowing to the Administrative Agent, then the amount so paid shall constitute such Bank’s Loan included in such Loan RequestBorrowing. Any payment by a Borrower the Company shall be without prejudice to any claim such Borrower the Company may have against a Bank that shall have failed to make such payment to the Administrative Agent. A notice of the Administrative Agent to any Bank or a Borrower with respect to any amount owing under this subsection 2.10.2 shall be conclusive, absent manifest error.

Funding by Banks; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Bank prior to a Drawdown Date (or, in the case of any Revolving Credit Loans consisting of Federal Funds Rate Loans or Alternate Base Rate Loans, prior to 12:00 noon on the date of such Revolving Credit Loans) that such Bank will not make available to the Administrative Agent such Bank’s share of such Loan, the Administrative Agent may assume that such Bank has made such share available on such Drawdown Date and may, in reliance upon such assumption, make available to the applicable Borrower a corresponding amount. In such event, if a Bank has not in fact made its share of the applicable Loan available to the Administrative Agent, then the applicable Bank and the applicable Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon, for each day from and including the date such amount is made available to such the Borrower to but excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be made by such Bank, the greater of the Federal Funds Rate Basis and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing compensation and (B) in the case of a payment to be made by a the Borrower, the interest rate equal to the rate payable on the Loans incurred by such the Borrower (provided, if such Loans are LIBOR Loans, such the Borrower shall pay interest equal to the rate payable on Federal Funds Rate Loans). If such the Borrower and such Bank shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to such the Borrower the amount of such interest paid by such the Borrower for such period. If such Bank pays its share of the applicable Loan to the Administrative Agent, then the amount so paid shall constitute such Bank’s Loan included in such Loan Request. Any payment by a the Borrower shall be without prejudice to any claim such the Borrower may have against a Bank that shall have failed to make such payment to the Administrative Agent. A notice of the Administrative Agent to any Bank or a the Borrower with respect to any amount owing under this subsection 2.10.2 shall be conclusive, absent manifest error.

Funding by Banks; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Bank prior to 4:30 p.m. a Drawdown Date (or, in the case of for any Revolving Credit Loans consisting of Federal Funds Rate Loans or Alternate Base Rate Loans, prior to 12:00 noon on the date of such Revolving Credit Loans) Loan that such Bank will not make available to the Administrative Agent such Bank’s share of such Loan, the Administrative Agent may assume that such Bank has made such share available on such Drawdown Date and may, in reliance upon such assumption, make available to the applicable Borrower a corresponding amount. In such event, if a Bank has not in fact made its share of the applicable Loan available to the Administrative Agent, then the applicable Bank and the applicable Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon, for each day from and including the date such amount is made available to such Borrower to but excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be made by such Bank, the greater of the Federal Funds Rate Basis and a rate determined by the Administrative Agent in accordance Americas 91904575 (2K) with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing and (B) in the case of a payment to be made by a Borrower, the interest rate equal to the rate payable on the Loans incurred by such Borrower (provided, if such Loans are LIBOR Loans, such Borrower shall pay interest equal to the rate payable on Federal Funds Rate Loans). If such Borrower and such Bank shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to such Borrower the amount of such interest paid by such Borrower for such period. If such Bank pays its share of the applicable Loan to the Administrative Agent, then the amount so paid shall constitute such Bank’s Loan included in such Loan Request. Any payment by a Borrower shall be without prejudice to any claim such Borrower may have against a Bank that shall have failed to make such payment to the Administrative Agent. A notice of the Administrative Agent to any Bank or a Borrower with respect to any amount owing under this subsection 2.10.2 2.7.2 shall be conclusive, absent manifest error.

Funding by Banks; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Bank prior to a Drawdown Date the proposed date of any Borrowing of Eurocurrency Rate Loans (or, in the case of any Revolving Credit Loans consisting Borrowing of Federal Funds Base Rate Loans or Alternate Base Canadian Prime Rate Loans, prior to 12:00 noon 2:00 p.m. on the date of such Revolving Credit LoansBorrowing) that such Bank will not make available to the Administrative Agent such Bank’s share of such LoanBorrowing, the Administrative Agent may assume that such Bank has made such share available on such Drawdown Date date in accordance with §2.4 (or, in the case of a Borrowing of Base Rate Loans or Canadian Prime Rate Loans, that such Bank has made such share available in accordance with and at the time required by §2.4) and may, in reliance upon such assumption, make available to the applicable Borrower a corresponding amount. In such event, if a Bank has not in fact made its share of the applicable Loan Borrowing available to the Administrative Agent, then the applicable Bank and the applicable Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in immediately available funds Same Day Funds with interest thereon, for each day from and including the date such amount is made available to such Borrower to but excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be made by such Bank, the greater of the Federal Funds Rate Basis and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensationOvernight Rate, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing foregoing, and (B) in the case of a payment to be made by a such Borrower, the interest rate equal applicable to the rate payable on the Base Rate Loans incurred by such Borrower (provided, if such Loans are LIBOR or Canadian Prime Rate Loans, such Borrower shall pay interest equal to the rate payable on Federal Funds Rate Loans)as applicable. If such Borrower and such Bank shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to such Borrower the amount of such interest paid by such Borrower for such period. If such Bank pays its share of the applicable Loan Borrowing to the Administrative Agent, then the amount so paid shall constitute such Bank’s Committed Loan included in such Loan RequestBorrowing. Any payment by a such Borrower shall be without prejudice to any claim such Borrower may have against a Bank that shall have failed to make such payment to the Administrative Agent. A notice of the Administrative Agent to any Bank or a Borrower with respect to any amount owing under this subsection 2.10.2 shall be conclusive, absent manifest error.

Funding by Banks; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Bank prior to a Drawdown Date (or, in the case proposed date of any Revolving Credit Loans consisting of Federal Funds Rate Loans or Alternate Base Rate Loans, prior to 12:00 noon on the date of such Revolving Credit Loans) Borrowing that such Bank will not make available to the Administrative Agent such Bank’s share of such LoanBorrowing, the Administrative Agent may assume that such Bank has made such share available on such Drawdown Date date in accordance with Section 2.02 and may, in reliance upon such assumption, make available to the applicable Borrower a corresponding amount. In such event, if a Bank has not in fact made its share of the applicable Loan Borrowing available to the Administrative Agent, then the applicable Bank and the applicable Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon, for each day from and including the date such amount is made available to such the Borrower to but excluding the date of payment to the Administrative Agent, at (Aa) in the case of a payment to be made by such Bank, the greater of the Federal Funds Rate Basis and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing compensation and (B) in the case of a payment to be made by a the Borrower, the interest rate equal applicable to the rate payable on the Loans incurred by such Borrower (provided, if such Loans are LIBOR Loans, such Borrower shall pay interest equal to the rate payable on Federal Funds Reference Rate Loans)Advances. If such the Borrower and such Bank shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to such the Borrower the amount of such interest paid by such the Borrower for such period. If such Bank pays its share of the applicable Loan Borrowing to the Administrative Agent, then the amount so paid shall constitute such Bank’s Loan Advance included in such Loan RequestBorrowing. Any payment by a the Borrower shall be without prejudice to any claim such the Borrower may have against a Bank that shall have failed to make such payment to the Administrative Agent. A notice of the Administrative Agent to any Bank or a the Borrower with respect to any amount owing under this subsection 2.10.2 (e) shall be conclusive, absent manifest error.

Funding by Banks; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Bank prior to a Drawdown Date (or, in the case proposed date of any Revolving Credit Loans consisting of Federal Funds Rate Loans or Alternate Base Rate Loans, prior to 12:00 noon on the date of such Revolving Credit Loans) Borrowing that such Bank will not make available to the Administrative Agent such Bank’s 's share of such LoanBorrowing, the Administrative Agent may assume that such Bank has made such share available on such Drawdown Date date in accordance with Section 2.02 and may, in reliance upon such assumption, make available to the applicable Borrower a corresponding amount. In such event, if a Bank has not in fact made its share of the applicable Loan Borrowing available to the Administrative Agent, then the applicable Bank and the applicable Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon, for each day from and including the date such amount is made available to such the Borrower to but excluding the date of payment to the Administrative Agent, at (Aa) in the case of a payment to be made by such Bank, the greater of the Federal Funds Rate Basis and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing compensation and (B) in the case of a payment to be made by a the Borrower, the interest rate equal applicable to the rate payable on the Loans incurred by such Borrower (provided, if such Loans are LIBOR Loans, such Borrower shall pay interest equal to the rate payable on Federal Funds Reference Rate Loans)Advances. If such the Borrower and such Bank shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to such the Borrower the amount of such interest paid by such the Borrower for such period. If such Bank pays its share of the applicable Loan Borrowing to the Administrative Agent, then the amount so paid shall constitute such Bank’s Loan 's Advance included in such Loan RequestBorrowing. Any payment by a the Borrower shall be without prejudice to any claim such the Borrower may have against a Bank that shall have failed to make such payment to the Administrative Agent. A notice of the Administrative Agent to any Bank or a the Borrower with respect to any amount owing under this subsection 2.10.2 (e) shall be conclusive, absent manifest error.