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

Funding by Lenders; Presumption by Agent. Unless the Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Agent such Lender’s share of such Borrowing, the Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 and may, in reliance upon such assumption, make available to the applicable Loan Party a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Agent, then the applicable Lender and the applicable Loan Party severally agree to pay to the Agent forthwith on written 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 such Loan Party to but excluding the date of payment to the Agent, at (A) in the case of a payment to be made by such Lender, the Overnight Rate and (B) in the case of a payment to be made by a Loan Party, the interest rate applicable to Base Rate Advances. If the applicable Loan Party and such Lender shall pay such interest to the Agent for the same or an overlapping period, the Agent shall promptly remit to such Loan Party the amount of such interest paid by such Loan Party for such period. If such Lender pays its share of the applicable Borrowing to the Agent, then the amount so paid shall constitute such Lender’s Advance included in such Borrowing. Any payment by a Loan Party shall be without prejudice to any claim such Loan Party may have against a Lender that shall have failed to make such payment to the Agent.

Funding by Lenders; Presumption by Agent. Unless the Agent shall have received written notice from a Lender prior to the proposed date of any Borrowing Extension of Credit that such Lender will not make available to the Agent such Lender’s share of such BorrowingExtension of Credit, the Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 this Agreement and may, in reliance upon such assumption, make available to the applicable Loan Party Company a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing Extension of Credit available to the Agent, then the applicable Lender and the applicable Loan Party Company severally agree to pay to the Agent forthwith within two Business Days on written 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 such Loan Party the Company to but excluding the date of payment to the Agent, at (Ai) in the case of a payment to be made by such Lender, the Overnight greater of the Federal Funds Effective Rate and a rate determined by the Agent in accordance with banking industry rules on interbank compensation and (Bii) in the case of a payment to be made by a Loan Partythe Company, the interest rate applicable to Base Rate AdvancesLoans. If the applicable Loan Party Company and such Lender shall pay such interest to the Agent for the same or an overlapping period, the Agent shall promptly remit to such Loan Party the Company the amount of such interest paid by such Loan Party the Company for such period. If such Lender pays its share of the applicable Borrowing Extension of Credit to the Agent, then the amount so paid shall constitute such Lender’s Advance Loan included in such BorrowingExtension of Credit. Any payment by a Loan Party the Company shall be without prejudice to any claim such Loan Party the Company may have against a Lender that shall have failed to make such payment to the Agent.

Funding by Lenders; Presumption by Agent. Unless the Agent shall have received notice from a Lender (x) in the case of Base Rate Loans, four (4) hours prior to the proposed time of such Borrowing and (y) otherwise, prior to the proposed date of any Borrowing that such Lender will not make available to the Agent such Lender’s share of such Borrowing, the Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 2.5 and may, in reliance upon such assumption, make available to the applicable Loan Party Borrowers a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Agent, then the applicable Lender and the applicable Loan Party Borrowers severally agree to pay to the Agent forthwith on written 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 such Loan Party Borrowers to but excluding the date of payment to the Agent, at (Ai) in the case of a payment to be made by such Lender, the Overnight greater of the Federal Funds Rate and a rate determined by the Agent in accordance with banking industry rules on interbank compensation, and (Bii) in the case of a payment to be made by a Loan PartyBorrowers, the interest rate applicable to Base Rate AdvancesLoans. If the applicable Loan Party Borrowers and such Lender shall pay such interest to the Agent for the same or an overlapping period, the Agent shall promptly remit to such Loan Party Borrower Representative the amount of such interest paid by such Loan Party Borrowers for such period. If such Lender pays its share of the applicable Borrowing to the Agent, then the amount so paid shall constitute such Lender’s Advance Loan included in such Borrowing. Any payment by a Loan Party Borrowers shall be without prejudice to any claim such Loan Party Borrowers may have against a Lender that shall have failed to make such payment to the Agent.

Funding by Lenders; Presumption by Agent. Unless the Agent shall have received notice from a Lender Lender, prior to the proposed date of any Borrowing borrowing that such Lender will not make available to the Agent such Lender’s share of such Borrowingborrowing, the Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 and may, in reliance upon such assumption, make available to the applicable Loan Party Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing borrowing available to the Agent, then the applicable Lender and the applicable Loan Party Borrower severally agree to pay to the Agent forthwith on written 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 such Loan Party Borrower to but excluding the date of payment to the Agent, at (Ai) in the case of a payment to be made by such Lender, the Overnight greater of the Federal Funds Rate and a rate determined by Agent in accordance with banking industry rules on interbank compensation, and (Bii) in the case of a payment to be made by a Loan PartyBorrower, the interest rate applicable to Base Rate AdvancesLoans. If the applicable Loan Party Borrower and such Lender shall pay such interest to the Agent for the same or an overlapping period, the Agent shall promptly remit to such Loan Party Borrower the amount of such interest paid by such Loan Party Borrower for such period. If such Lender pays its share of the applicable Borrowing borrowing to the Agent, then the amount so paid shall constitute such Lender’s Advance Loan included in such Borrowingborrowing. Any payment by a Loan Party Borrower shall be without prejudice to any claim such Loan Party Borrower may have against a Lender that shall have failed to make such payment to the Agent.

Funding by Lenders; Presumption by Agent. Unless the Agent shall have received receives notice from a Lender prior to before the proposed date of any Borrowing that such Lender will not make its share of such Borrowing available to the Agent such Lender’s share of such BorrowingAgent, the Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 clause (a) (Funding) above and may, in reliance upon on such assumption, make a corresponding amount available to the applicable Loan Party a corresponding amountBorrower. In such event, if If a Lender has not in fact made its share of the applicable such Borrowing available to the Agent, then the applicable such Lender and the applicable Loan Party Borrower severally agree to pay to the Agent forthwith on written 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 such Loan Party the Borrower to but excluding the date of payment to the Agent, at (Ai) in the case of a payment to be made by such Lender, the Overnight greater of the Federal Funds Effective Rate and a rate determined by the Agent in accordance with banking industry rules on interbank compensation or (Bii) in the case of a payment to be made by a Loan Partythe Borrower, the interest rate applicable to Base Rate AdvancesLIBOR Rate. If the applicable Loan Party Borrower and such Lender shall pay such interest to the Agent for the same or an overlapping period, the Agent shall promptly remit to such Loan Party the Borrower the amount of such interest paid by such Loan Party the Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Agent, then the amount so paid shall constitute such Lender’s Advance Loan included in such Borrowing. Any payment by a Loan Party the Borrower shall be without prejudice to any claim such Loan Party the Borrower may have against a Lender that shall have failed to make such payment to the Agent.

Funding by Lenders; Presumption by Agent. Unless the Agent shall have received notice from a Lender prior to the proposed date of any Borrowing of any Loan that such Lender will not make available to the Agent such LenderXxxxxx’s share of such Borrowing, the Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 and may, in reliance upon such assumption, make available to the applicable Loan Party Borrowers a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing Loan available to the Agent, then the applicable Lender and the applicable Loan Party Borrowers severally agree to pay to the Agent forthwith on written 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 such Loan Party the Borrowers to but excluding the date of payment to the Agent, at (A) in the case of a payment to be made by such Lender, the Overnight greater 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 a Loan Partythe Borrowers, the interest rate applicable to Base Rate AdvancesLoans. If the applicable Loan Party Borrowers and such Lender shall pay such interest to the Agent for the same or an overlapping period, the Agent shall promptly remit to such Loan Party the Borrowers the amount of such interest paid by such Loan Party the Borrowers for such period. If such Lender pays its share of the applicable Borrowing Loan to the Agent, then the amount so paid shall constitute such Lender’s Advance Term Loan included in such Borrowingborrowing. Any payment by a Loan Party the Borrowers shall be without prejudice to any claim such Loan Party the Borrowers may have against a Lender that shall have failed to make such payment to the Agent.

Funding by Lenders; Presumption by Agent. Unless the Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Agent such Lender’s share of such Borrowing, the Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 2.01 and may, in reliance upon such assumption, make available to the applicable Loan Party Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Agent, then the applicable Lender and the applicable Loan Party Borrower severally agree to pay to the Agent forthwith on written 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 such Loan Party to Borrower but excluding the date of payment to the Agent, at (A) in the case of a payment to be made by such Lender, the Overnight Rate and (B) in the case of a payment to be made by a Loan Partysuch Borrower, the interest rate applicable to Base Rate Advancesas set forth in Section 2.08. If the applicable Loan Party such Borrower and such Lender shall pay such interest to the such Agent for the same or an overlapping period, the Agent shall promptly remit to such Loan Party Borrower the amount of such interest paid by such Loan Party Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Agent, then the amount so paid shall constitute such Lender’s Advance Term Loan included in such Borrowing. Any payment by a Loan Party such Borrower shall be without prejudice to any claim such Loan Party Borrower may have against a Lender that shall have failed to make such payment to the Agent.

Funding by Lenders; Presumption by Agent. Unless the Agent shall have received notice from a Lender prior to the proposed date of any Committed Borrowing of Eurodollar Rate Loans (or, in the case of any Committed Borrowing of Base Rate Loans, prior to 12:00 noon on the date of such Committed Borrowing) that such Lender will not make available to the Agent such Lender’s share of such Committed Borrowing, the Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 (or, in the case of a Committed Borrowing of Base Rate Loans, that such Lender has made such share available in accordance with and at the time required by Section 2.02) and may, in reliance upon such assumption, make available to the applicable Loan Party Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Committed Borrowing available to the Agent, then the applicable Lender and the applicable Loan Party Borrower severally agree to pay to the Agent forthwith on written 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 such Loan Party Borrower to but excluding the date of payment to the Agent, at (A) in the case of a payment to be made by such Lender, the Overnight greater of the Federal Funds Rate and a rate determined by Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by Agent in connection with the foregoing and (B) in the case of a payment to be made by a Loan PartyBorrower, the interest rate applicable to Base Rate Advances. If the applicable Loan Party and such Lender shall pay such interest to the Agent for the same or an overlapping period, the Agent shall promptly remit to such Loan Party the amount of such interest paid by such Loan Party for such period. If such Lender pays its share of the applicable Borrowing to the Agent, then the amount so paid shall constitute such Lender’s Advance included in such Borrowing. Any payment by a Loan Party shall be without prejudice to any claim such Loan Party may have against a Lender that shall have failed to make such payment to the Agent.Rate

Funding by Lenders; Presumption by Agent. Unless the Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Agent such Lender’s share of such Borrowing, the Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 and may, in reliance upon such assumption, make available to the applicable Loan Party a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Agent, then the applicable Lender and the applicable Loan Party severally agree to pay to the Agent forthwith on written 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 such Loan Party to but excluding the date of payment to the Agent, at (A) in the case of a payment to be made by such Lender, the Overnight Rate and (B) in the case of a payment to be made by a Loan Party, the interest rate applicable to Base Rate Advances. If the applicable Loan Party and such Lender shall pay such interest to the Agent for the same or an overlapping period, the Agent shall promptly remit to such Loan Party the amount of such interest paid by such Loan Party for such period. If such Lender pays its share of the applicable Borrowing to the Agent, then the amount so paid shall constitute 127 such Lender’s Advance included in such Borrowing. Any payment by a Loan Party shall be without prejudice to any claim such Loan Party may have against a Lender that shall have failed to make such payment to the Agent.

Funding by Lenders; Presumption by Agent. Unless the Agent shall have received written notice from a Lender prior to the proposed date of any Borrowing Extension of Credit that such Lender will not make available to the Agent such Lender’s share of such BorrowingExtension of Credit, the Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 this Agreement and may, in reliance upon such assumption, make available to the applicable Loan Party Company a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing Extension of Credit available to the Agent, then the applicable Lender and the applicable Loan Party Company severally agree to pay to the Agent forthwith within two Business Days on written 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 such Loan Party the Company to but excluding the date of payment to the Agent, at (Aii) in the case of a payment to be made by such Lender, the Overnight greater of the Federal Funds Effective Rate and a rate determined by the Agent in accordance with banking industry rules on interbank compensation and (Biiii) in the case of a payment to be made by a Loan Partythe Company, the interest rate applicable to Base Rate AdvancesLoans. If the applicable Loan Party Company and such Lender shall pay such interest to the Agent for the same or an overlapping period, the Agent shall promptly remit to such Loan Party the Company the amount of such interest paid by such Loan Party the Company for such period. If such Lender pays its share of the applicable Borrowing Extension of Credit to the Agent, then the amount so paid shall constitute such Lender’s Advance Loan included in such BorrowingExtension of Credit. Any payment by a Loan Party the Company shall be without prejudice to any claim such Loan Party the Company may have against a Lender that shall have failed to make such payment to the Agent.