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

Funding by Banks; Presumption by Agent. Unless the Agent shall have received notice from a Bank prior to the proposed Drawdown Date of any Committed Loan that such Bank will not make available to the Agent the amount of such Bank’s applicable Commitment Percentage of the Committed Loan to be made on such Drawdown Date, the Agent may assume that such Bank has made such share available on such date in accordance with §2.6 and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Bank has not in fact made its share of the applicable Committed Loan available to the Agent, then the applicable Bank and the Borrower severally agree to pay to the Agent forthwith on demand such corresponding amount in Same Day Funds with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Agent, at (A) in the case of a payment to be made by such Bank, the Overnight Rate, plus any administrative, processing or similar fees customarily charged by the Agent in connection with the foregoing, and (B) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate Loans. If the Borrower and such Bank shall pay such interest to the Agent for the same or an overlapping period, the Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Bank pays its share of the applicable Committed Loan to the Agent (with interest and fees as aforesaid), then the amount so paid shall constitute such Bank’s Committed Loan included in such borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Bank that shall have failed to make such payment to the Agent.

Funding by Banks; Presumption by Agent. Unless the Agent shall have received notice from a Bank prior to the proposed Drawdown Date date of any Committed Loan Borrowing of Offshore Rate Loans (or, in the case of any Borrowing of Base Rate Loans, prior to 12:00 noon on the date of such Borrowing) that such Bank will not make available to the Agent the amount of such Bank’s applicable Commitment Percentage share of the Committed Loan to be made on such Drawdown DateBorrowing, the Agent may assume that such Bank has made such share available on such date in accordance with §2.6 Section 2.03 (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 2.03) and may, in reliance upon such assumption, make available to the Borrower Company a corresponding amount. In such event, if a Bank has not in fact made its share of the applicable Committed Loan Borrowing available to the Agent, then the applicable Bank and the Borrower Company severally agree to pay to the Agent forthwith on demand such corresponding amount in Same Day Funds immediately available funds with interest thereon, for each day from and including the date such amount is made available to the Borrower Company to but excluding the date of payment to the Agent, at (A) in the case of a payment to be made by such Bank, the Overnight Rategreater of the Federal Funds Rate and a rate determined by the Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Agent in connection with the foregoing, foregoing and (B) in the case of a payment to be made by the BorrowerCompany, the interest rate applicable to Base Rate Loansthe applicable Borrowing. If the Borrower Company and such Bank shall pay such interest to the Agent for the same or an overlapping period, the Agent shall promptly remit to the Borrower Company the amount of such interest paid by the Borrower Company for such period. If such Bank pays its share of the applicable Committed Loan Borrowing to the Agent (with interest and fees as aforesaid)Agent, then the amount so paid shall constitute such Bank’s Committed Loan included in such borrowingBorrowing. Any payment by the Borrower Company shall be without prejudice to any claim the Borrower Company may have against a Bank that shall have failed to make such payment to the Agent.

Funding by Banks; Presumption by Agent. Unless the Agent shall have received notice from a Bank prior to the proposed Drawdown Date of any Committed Revolving Credit Loan that such Bank will not make available to the Agent the amount of such Bank’s applicable Commitment Percentage of the Committed Revolving Credit Loan to be made on such Drawdown Date, the Agent may assume that such Bank has made such share available on such date in accordance with §2.6 and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Bank has not in fact made its share of the applicable Committed Revolving Credit Loan available to the Agent, then the applicable Bank and the Borrower severally agree to pay to the Agent forthwith on demand such corresponding amount in Same Day Funds with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Agent, at (A) in the case of a payment to be made by such Bank, the Overnight Rate, plus any administrative, processing or similar fees customarily charged by the Agent in connection with the foregoing, and (B) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate Loans. If the Borrower and such Bank shall pay such interest to the Agent for the same or an overlapping period, the Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Bank pays its share of the applicable Committed Revolving Credit Loan to the Agent (with interest and fees as aforesaid), then the amount so paid shall constitute such Bank’s Committed Revolving Credit Loan included in such borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Bank that shall have failed to make such payment to the Agent.

Funding by Banks; Presumption by Agent. Unless the Agent shall have received notice from a Bank prior to the proposed Drawdown Date of any Committed Revolving Credit Loan that such Bank will not make available to the Agent the amount of such Bank’s applicable Commitment Percentage of the Committed Revolving Credit Loan to be made on such Drawdown Date, the Agent may assume that such Bank has made such share available on such date in accordance with §2.6 and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Bank has not in fact made its share of the applicable Committed Revolving Credit Loan available to the Agent, then the applicable Bank and the Borrower severally agree to pay to the Agent forthwith on demand such corresponding amount in Same Day Funds immediately available funds with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Agent, at (A) in the case of a payment to be made by such Bank, the Overnight Rategreater of the Federal Funds Rate and a rate determined by the Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Agent in connection with the foregoing, and (B) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate Loans. If the Borrower and such Bank shall pay such interest to the Agent for the same or an overlapping period, the Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Bank pays its share of the applicable Committed Loan Borrowing to the Agent (with interest and fees as aforesaid)Agent, then the amount so paid shall constitute such Bank’s Committed Loan included in such borrowingCommitted Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Bank that shall have failed to make such payment to the Agent.

Funding by Banks; Presumption by Agent. Unless the Agent shall have received notice from a Bank prior to the proposed Drawdown Date date of any Committed Loan borrowing of LIBOR Loans (or, in the case of any borrowing of Prime Rate Loans, prior to 12:00 noon on the date of such borrowing) that such Bank will not make available to the Agent the amount of such Bank’s applicable Commitment Percentage share of the Committed Loan to be made on such Drawdown Dateborrowing, the Agent may assume that such Bank has made such share available on such date in accordance with §2.6 Section 2.4 (or, in the case of a borrowing of Prime 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 Borrower a corresponding amount. In such event, if a Bank has not in fact made its share of the applicable Committed Loan available to the Agent, then the applicable Bank and the Borrower severally agree to pay to the Agent forthwith on demand such corresponding amount in Same Day Funds immediately available funds with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Agent, at (A) in the case of a payment to be made by such Bank, the Overnight Rategreater of the Federal Funds Rate and a rate determined by the Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Agent in connection with the foregoing, and (B) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Prime Rate Loans. If the Borrower and such Bank shall pay such interest to the Agent for the same or an overlapping period, the Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Bank pays its share of the applicable Committed Loan borrowing to the Agent (with interest and fees as aforesaid)Agent, then the amount so paid shall constitute such Bank’s Committed Loan included in such borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Bank that shall have failed to make such payment to the Agent.