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

Funding by Revolving Lenders; Presumption by Agent. Unless the Agent shall have received notice from a Revolving Lender prior to (A) the proposed date of any Revolving Borrowing of LIBOR Rate Loans, or (B) the date that such Revolving Lender’s participation in a Swing Line Loan is required to be funded, that such Revolving Lender will not make available to the Agent such Revolving Lender’s share of such Revolving Borrowing or participation, the Agent may assume that such Revolving Lender has made such share available on such date in accordance with Section 2.02 or Section 2.03 as applicable, and may, in reliance upon such assumption, make available to the Borrower or the Swing Line Lender, as applicable, a corresponding amount. In such event, if a Revolving Lender has not in fact made its share of the applicable Revolving Borrowing or participation available to the Agent, then the applicable Revolving Lender and the Borrower severally agree to pay to the 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 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 Revolving Lender, the 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 the Borrower, the interest rate applicable to Base Rate Loans. If the Borrower and such Revolving Lender 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 Revolving Lender pays its share of the applicable Revolving Borrowing or participation to the Agent, then the amount so paid shall constitute such Revolving Lender’s Revolving Loan included in such Revolving Borrowing or participation in such Swing Line Loan. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Revolving Lender that shall have failed to make such payment to the Agent.

Funding by Revolving Lenders; Presumption by Agent. Unless the Agent shall have received notice from a Revolving Lender prior to (A) the proposed date of any Revolving Borrowing of LIBOR Rate Loans (or in the case of any Borrowing of Base Rate Loans, prior to 12:00 noon on the date of such Borrowing), or (B) the date that such Revolving Lender’s participation in a Letter of Credit or Swing Line Loan is required to be funded, that such Revolving Lender will not make available to the Agent such Revolving Lender’s share of such Revolving Borrowing or participation, the Agent may assume that such Revolving Lender has made such share available on such date in accordance with Section 2.02 (or in the case of a Borrowing of Base Rate Loans, that such Revolving Lender has made such share available in accordance with and at the time required by Section 2.02), Section 2.03 or Section 2.03 2.05, as applicable, and may, in reliance upon such assumption, make available to the Borrower Borrowers, the L/C Issuer or the Swing Line Lender, as applicable, a corresponding amount. In such event, if a Revolving Lender has not in fact made its share of the applicable Revolving Committed Borrowing or participation available to the Agent, then the applicable Revolving Lender and the Borrower Borrowers severally agree to pay to the 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 the Borrower Borrowers to but excluding the date of payment to the Agent, at (A) in the case of a payment to be made by such Revolving Lender, the 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 the BorrowerBorrowers, the interest rate applicable to Base Rate Loans. If the Borrower Borrowers and such Revolving Lender shall pay such interest to the Agent for the same or an overlapping period, the Agent shall promptly remit to the Borrower Borrowers the amount of such interest paid by the Borrower Borrowers for such period. If such Revolving Lender pays its share of the applicable Revolving Committed Borrowing or participation to the Agent, then the amount so paid shall constitute such Revolving Lender’s Revolving Committed Loan included in such Revolving Committed Borrowing or participation in such Letter of Credit or Swing Line Loan. Any payment by the Borrower Borrowers shall be without prejudice to any claim the Borrower Borrowers may have against a Revolving Lender that shall have failed to make such payment to the Agent.

Funding by Revolving Lenders; Presumption by Agent. Unless the Agent shall have received notice from a Revolving Lender prior to (A) the proposed date of any Revolving Credit Borrowing of LIBOR LIBO Rate Loans (or in the case of any Revolving Credit Borrowing of Base Rate Loans, or (B) prior to 12:00 noon on the date that of such Revolving Lender’s participation in a Swing Line Loan is required to be funded, Borrowing) that such Revolving Lender will not make available to the Agent such Revolving Lender’s share of such Revolving Borrowing or participationCredit Borrowing, the Agent may assume that such Revolving Lender has made such share available on such date in accordance with Section 2.02 (or in the case of a Revolving Credit Borrowing of Base Rate Loans, that such Lender has made such share available in accordance with and at the time required by Section 2.03 as applicable, 2.02) and may, in reliance upon such assumption, make available to the Borrower or the Swing Line Lender, as applicable, Borrowers a corresponding amount. In such event, if a Revolving Lender has not in fact made its share of the applicable Revolving Credit Borrowing or participation available to the Agent, then the applicable Revolving Lender and the Borrower Borrowers severally agree to pay to the 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 the Borrower Borrowers to but excluding the date of payment to the Agent, at (A) in the case of a payment to be made by such Revolving Lender, the 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 the BorrowerBorrowers, the interest rate applicable to Revolving Credit Loans comprising Base Rate Loans. If the Borrower Borrowers and such Revolving Lender shall pay such interest to the Agent for the same or an overlapping period, the Agent shall promptly remit to the Borrower Borrowers the amount of such interest paid by the Borrower Borrowers for such period. If such Revolving Lender pays its share of the applicable Revolving Credit Borrowing or participation to the Agent, then the amount so paid shall constitute such Revolving Lender’s Revolving Credit Loan included in such Revolving Borrowing or participation in such Swing Line LoanCredit Borrowing. Any payment by the Borrower Borrowers shall be without prejudice to any claim the Borrower Borrowers may have against a Revolving Lender that shall have failed to make such payment to the Agent.

Funding by Revolving Lenders; Presumption by Agent. Unless the Agent shall have received notice from a Revolving Lender prior to (A) the proposed date of any Revolving Borrowing of LIBOR Rate Loans (or in the case of any Borrowing of Base Rate Loans, prior to 12:00 noon on the date of such Borrowing), or (B) the date that such Revolving Lender’s participation in a Letter of Credit or Swing Line Loan is required to be funded, that such Revolving Lender will not make available to the Agent such Revolving Lender’s share of such Revolving Borrowing or participation, the Agent may assume that such Revolving Lender has made such share available on such date in accordance with Section 2.02 (or in the case of a Borrowing of Base Rate Loans, that such Revolving Lender has made such share available in accordance with and at the time required by Section 2.02), Section 2.03 or Section 2.03 2.05, as applicable, and may, in reliance upon such assumption, make available to the Borrower Borrowers, the L/C Issuer or the Swing Line Lender, as applicable, a corresponding amount. In such event, if a Revolving Lender has not in fact made its share of the applicable Revolving Committed Borrowing or participation available to the Agent, then the applicable Revolving Lender and the Borrower Borrowers severally agree to pay to the 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 the Borrower Borrowers to but excluding the date of payment to the Agent, at (A) in the case of a payment to be made by such Revolving Lender, the greater of the Federal Funds Effective 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 DB1/ 124773100.6 -82- be made by the BorrowerBorrowers, the interest rate applicable to Base Rate Loans. If the Borrower Borrowers and such Revolving Lender shall pay such interest to the Agent for the same or an overlapping period, the Agent shall promptly remit to the Borrower Borrowers the amount of such interest paid by the Borrower Borrowers for such period. If such Revolving Lender pays its share of the applicable Revolving Committed Borrowing or participation to the Agent, then the amount so paid shall constitute such Revolving Lender’s Revolving Committed Loan included in such Revolving Committed Borrowing or participation in such Letter of Credit or Swing Line Loan. Any payment by the Borrower Borrowers shall be without prejudice to any claim the Borrower Borrowers may have against a Revolving Lender that shall have failed to make such payment to the Agent.

Funding by Revolving Lenders; Presumption by Agent. Unless the Agent shall have received notice from a Revolving Lender prior to (A) 12:00 noon on the proposed date of any Revolving Borrowing of LIBOR Rate Loans, or (B) the date that such Revolving Lender’s participation in a Swing Line Loan is required to be funded, Credit Borrowing that such Revolving Lender will not make available to the Agent such Revolving Lender’s share of such Revolving Borrowing or participationCredit Borrowing, the Agent may assume that such Revolving Lender has made such share available on such date in accordance with Section 2.02 or Section 2.03 as applicable, and may, in reliance upon such assumption, make available to the Borrower or the Swing Line Lender, as applicable, a corresponding amount. In such event, if a Revolving Lender has not in fact made its share of the applicable Revolving Credit Borrowing or participation available to the Agent, then the applicable Revolving Lender and the Borrower severally agree to pay to the 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 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 Revolving Lender, the 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 the Borrower, the interest rate applicable to Base Rate Committed Revolving Loans. If the Borrower and such Revolving Lender 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 Revolving Lender pays its share of the applicable Revolving Credit Borrowing or participation to the Agent, then the amount so paid shall constitute such Revolving Lender’s Committed Revolving Loan included in such Revolving Borrowing or participation in such Swing Line LoanCredit Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Revolving Lender that shall have failed to make such payment to the Agent.

Funding by Revolving Lenders; Presumption by Agent. Unless the Agent shall have received notice from a Revolving Lender prior to (A) the proposed date of any Revolving Credit Borrowing of LIBOR LIBO Rate Loans (or in the case of any Revolving Credit Borrowing of Base Rate Loans, or (B) prior to 12:00 noon on the date that of such Revolving Lender’s participation in a Swing Line Loan is required to be funded, Borrowing) that such Revolving Lender will not make available to the Agent such Revolving Lender’s share of such Revolving Borrowing or participationCredit Borrowing, the Agent may assume that such Revolving Lender has made such share available on such date in accordance with Section 2.02 (or in the case of a Revolving Credit Borrowing of Base Rate Loans, that such Lender has made such share available in accordance with and at the time required by Section 2.03 as applicable, 2.02) and may, in reliance upon such assumption, make available to the Borrower or the Swing Line Lender, as applicable, Borrowers a corresponding amount. In such event, if a Revolving Lender has not in fact made its share of the applicable Revolving Credit Borrowing or participation available to the Agent, then the applicable Revolving Lender and the Borrower Borrowers severally agree to pay to the 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 the Borrower Borrowers to but excluding the date of payment to the Agent, at (A) in the case of a payment to be made by such Revolving Lender, the 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 the BorrowerBorrowers, the interest rate applicable to Committed Revolving Loans comprising Base Rate Loans. If the Borrower Borrowers and such Revolving Lender shall pay such interest to the Agent for the same or an overlapping period, the Agent shall promptly remit to the Borrower Borrowers the amount of such interest paid by the Borrower Borrowers for such period. If such Revolving Lender pays its share of the applicable Revolving Credit Borrowing or participation to the Agent, then the amount so paid shall constitute such Revolving Lender’s Committed Revolving Loan included in such Revolving Borrowing or participation in such Swing Line LoanCredit Borrowing. Any payment by the Borrower Borrowers shall be without prejudice to any claim the Borrower Borrowers may have against a Revolving Lender that shall have failed to make such payment to the Agent.

Funding by Revolving Lenders; Presumption by Agent. Unless the Agent shall have received notice from a Revolving Lender prior to (A) the proposed date of any Revolving Borrowing of LIBOR Rate Loans (or in the case of any Borrowing of Base Rate Loans, prior to 12:00 noon on the date of such Borrowing), or (B) the date that such Revolving Lender’s participation in a Letter of Credit or Swing Line Loan is required to be funded, that such Revolving Lender will not make available to the Agent such Revolving Lender’s share of such Revolving Borrowing or participation, the Agent may assume that such Revolving Lender has made such share available on such date in accordance with Section 2.02 0 (or in the case of a Borrowing of Base Rate Loans, that such Revolving Lender has made such share available in accordance with and at the time required by Section 0), Section 0 or Section 2.03 0, as applicable, and may, in reliance upon such assumption, make available to the Borrower Borrowers, the L/C Issuer or the Swing Line Lender, as applicable, a corresponding amount. In such event, if a Revolving Lender has not in fact made its share of the applicable Revolving Committed Borrowing or participation available to the Agent, then the applicable Revolving Lender and the Borrower Borrowers severally agree to pay to the 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 the Borrower Borrowers to but excluding the date of payment to the Agent, at (A) in the case of a payment to be made by such Revolving Lender, the 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 the BorrowerBorrowers, the interest rate applicable to Base Rate Loans. If the Borrower Borrowers and such Revolving Lender shall pay such interest to the Agent for the same or an overlapping period, the Agent shall promptly remit to the Borrower Borrowers the amount of such interest paid by the Borrower Borrowers for such period. If such Revolving Lender pays its share of the applicable Revolving Committed Borrowing or participation to the Agent, then the amount so paid shall constitute such Revolving Lender’s Revolving Committed Loan included in such Revolving Committed Borrowing or participation in such Letter of Credit or Swing Line Loan. Any payment by the Borrower Borrowers shall be without prejudice to any claim the Borrower Borrowers may have against a Revolving Lender that shall have failed to make such payment to the Agent.

Funding by Revolving Lenders; Presumption by Agent. Unless the Agent shall have received notice from a Revolving Lender prior to (A) the proposed date of any Revolving Borrowing of LIBOR Rate Loans (or in the case of any Borrowing of Base Rate Loans, prior to 12:00 noon on the date of such Revolving Borrowing), or (B) the date that such Revolving Lender’s participation in a Swing Line Letter of Credit Loan is required to be funded, that such Revolving Lender will not make available to the Agent such Revolving Lender’s share of such Revolving Borrowing or participation, the Agent may assume that such Revolving Lender has made such share available on such date in accordance with Section 2.02 (or in the case of a Revolving 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), or Section 2.03 as applicable, and may, in reliance upon such assumption, make available to the Borrower or the Swing Line LenderL/C Issuer, as applicable, a corresponding amount. In such event, if a Revolving Lender has not in fact made its share of the applicable Revolving Borrowing or participation available to the Agent, then the applicable Revolving Lender and the Borrower severally agree to pay to the 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 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 Revolving Lender, the 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 the Borrower, the interest rate applicable to Base Rate Loans. If the Borrower and such Revolving Lender 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 Revolving Lender pays its share of the applicable Revolving Borrowing or participation to the Agent, then the amount so paid shall constitute such Revolving Lender’s Revolving Loan included in such Revolving Borrowing or participation in such Swing Line LoanLetter of Credit. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Revolving Lender that shall have failed to make such payment to the Agent.