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

Funding by Xxxxxxx; Presumption by Administrative Agent. Unless the Administrative Agent shall have received written notice from a Lender prior to the proposed date of such borrowing that such Lender will not make available to the Administrative Agent such Xxxxxx’s share of such borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 or Section 2.05, as applicable, and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount 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 Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, and (ii) 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 Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

Funding by Xxxxxxx; Presumption by Administrative Agent. Unless the Administrative Agent shall have received written notice from a Lender prior to the proposed date of such borrowing any advance of funds that such Lender will not make available to the Administrative Agent such Xxxxxx’s share of such borrowingadvance, the Administrative Agent may assume that such Lender Xxxxxx has made such share available on such date in accordance with Section 2.02 or Section 2.05, as applicable, the provisions of this Agreement concerning funding by Xxxxxxx and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable borrowing advance available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to shall pay to the Administrative Agent forthwith on demand such corresponding amount 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 Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with prevailing banking industry rules practice on interbank compensation, and (ii) 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 Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable borrowing such amount to the Administrative Agent, then the such amount so paid shall constitute such Lender’s Loan included in such borrowingadvance. If the Lender does not do so forthwith, the Borrower shall pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon at the interest rate applicable to the advance in question. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have has failed to make such payment to the Administrative Agent.

Funding by Xxxxxxx; Presumption by Administrative Agent. Unless the Administrative Agent shall have received written notice from a Lender prior to 12:00 noon on the proposed date of such borrowing a Committed Borrowing that such Lender will not make available to the Administrative Agent such Xxxxxx’s share of such borrowingCommitted Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 or Section 2.05, as applicable, and maymay (but shall be under no obligation to), in reliance upon such assumption, make available to the Borrower Company a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable borrowing a Committed Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower Company jointly and 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 the Borrower to Company but excluding the date of payment to the Administrative Agent, at (iA) in the case of a payment to be made by such Lender, the greater of the Federal Funds Effective Rate 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 (iiB) in the case of a payment to be made by the BorrowerCompany, the interest rate applicable to Base Rate Committed Loans. If the Borrower Company and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower Company the amount of such interest paid by the Borrower Company for such period. If such Lender pays its share of the applicable borrowing a Committed Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such borrowingthe applicable Committed Borrowing. Any payment by the Borrower Company shall be without prejudice to any claim the Borrower Company may have against a Lender that shall have failed to make such payment to the Administrative Agent.

Funding by Xxxxxxx; Presumption by Administrative Agent. Unless the Administrative Agent shall have received written notice from a Lender (i) in the case of a Term Benchmark Advance, prior to the proposed date of such borrowing Borrowing or (ii) in the case of an Alternate Base Rate Advance, prior to one hour before the proposed time of such Borrowing, that such Lender will not make available to the Administrative Agent such XxxxxxLender’s share of such borrowingBorrowing, the Administrative Agent may assume that such Lender Xxxxxx has made such share available on such date in accordance with Section 2.02 or Section 2.05, as applicable, 2.03(a) and may, in reliance upon such assumption, make available to the 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 Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent (A) with respect to such Lender, forthwith on demand, and (B) with respect to the Borrower, within one Business Day of demand such corresponding amount 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 Administrative Agent, at (i1) in the case of a payment to be made by such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, and (ii2) in the case of a payment to be made by the Borrower, the interest rate applicable to Alternate Base Rate LoansAdvances. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable borrowing Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan Advance included in such borrowingBorrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

Funding by Xxxxxxx; Presumption by Administrative Agent. Unless the Administrative Agent shall have received written notice from a Lender prior to the proposed date of such borrowing any Advance that such Lender will not make available to the Administrative Agent such XxxxxxLender’s share Percentage of such borrowingAdvance, the Administrative Agent may assume that such Lender has made such share amount available on such date in accordance with Section 2.02 or Section 2.05, as applicable, 1.2(a) and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share Percentage of the applicable borrowing Advance available to the Administrative Agent, then the applicable Lender and the 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 the Borrower to but excluding the date of payment to the Administrative Agent, at (iA) in the case of a payment to be made by such Lender, the greater of the Federal Funds Effective Rate 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 (iiB) in the case of a payment to be made by the Borrower, the interest rate applicable to Alternate Base Rate LoansRate. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share Percentage of the applicable borrowing Advance to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such borrowingAdvance. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

Funding by Xxxxxxx; Presumption by Administrative Agent. Unless the Administrative Agent shall have received written notice from a Lender Lender, prior to the proposed date of such borrowing any Borrowing Tranche of Loans that such Lender will not make available to the Administrative Agent such Xxxxxx’s share of such borrowingRatable Share, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 or Section 2.05, as applicable, 2.6 (a) and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable borrowing Borrowing Tranche of Loans available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount 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 Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Effective Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, and (ii) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate LoansLoans under the Daily SOFR Option. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable borrowing Borrowing Tranche of Loans to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such borrowingBorrowing Tranche of Loans. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

Funding by Xxxxxxx; Presumption by Administrative Agent. Unless the Administrative Agent shall have received written notice from a Lender prior to the proposed date of such borrowing any advance of funds that such Lender will not make available to the Administrative Agent such Xxxxxx’s share of such borrowingadvance, the Administrative Agent may assume that such Lender Xxxxxx has made such share available on such date in accordance with Section 2.02 or Section 2.05, as applicable, the provisions of this Agreement concerning funding by Xxxxxxx and may, in reliance upon such assumption, make available to the applicable Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable borrowing advance available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to shall pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the applicable Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with prevailing banking industry rules practice on interbank compensation, and (ii) 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 Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable borrowing such amount to the Administrative Agent, then the such amount so paid shall constitute such Lender’s Loan Accommodation included in such borrowingadvance. If the Lender does not do so forthwith, the applicable Borrower shall pay to the Administrative Agent forthwith on written demand such corresponding amount with interest thereon at the interest rate applicable to the advance in question. Any payment by the applicable Borrower shall be without prejudice to any claim the applicable Borrower may have against a Lender that shall have has failed to make such payment to the Administrative Agent.

Funding by Xxxxxxx; Presumption by Administrative Agent. Unless the Administrative Agent shall have received written notice from a Lender Lender, prior to the proposed date of any Borrowing of SOFR Loans (or, in the case of any Borrowing of Base Rate Loans, prior to 12:00 p.m. (noon) on the date of such borrowing Borrowing), that such Lender will not make available to the Administrative Agent such XxxxxxLender’s share of such borrowingBorrowing, the Administrative Agent may assume that such Lender Xxxxxx has made such share available on such date in accordance with Section 2.02 or (or, in the case of any Borrowing of Base Rate Loans, that such Lender has made such share available in accordance with, and at the time required by, Section 2.05, as applicable, 2.02) and may, in reliance upon such assumption, make available to the applicable Borrower a corresponding amount. In such event, if a Lender has not not, in fact fact, made its share of the applicable borrowing Borrowing available to the Administrative Agent, then the applicable Lender and the applicable Borrower severally agree to pay to the Administrative Agent Agent, forthwith on demand demand, such corresponding amount in immediately available funds, with interest thereon, thereon for each day from from, and including including, the date on which such amount is made available to the applicable Borrower to to, but excluding excluding, the date of payment to the Administrative Agent, at at: (iA) in the case of a payment to be made by such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, Overnight Rate; and (iiB) in the case of a payment to be made by the such Borrower, the interest rate applicable to Base Rate Loans. If the such Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the such Borrower the amount of such interest paid by the such Borrower for such period. If such Lender pays its share of the applicable borrowing Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such borrowingBorrowing. Any payment by the such Borrower shall be without prejudice to any claim the such Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

Funding by Xxxxxxx; Presumption by Administrative Agent. Unless the Administrative Agent shall have received written notice from a Lender prior to the proposed date of such borrowing any Borrowing Tranche of Loans that such Lender will not make available to the Administrative Agent such Xxxxxx’s share of such borrowingRatable Share, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 2.6 (a) or Section 2.05, as applicable, 3.3 and may, in reliance upon such assumption, make available to the Borrower Borrowers a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable borrowing Borrowing Tranche of Loans available to the Administrative Agent, then the applicable Lender and the Borrower Borrowers severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount 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 Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Effective Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, and (ii) in the case of a payment to be made by the BorrowerBorrowers, the interest rate applicable to Loans under the Base Rate LoansOption. If the Borrower Borrowers and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower Borrowing Agent the amount of such interest paid by the Borrower Borrowers for such period. If such Lender pays its share of the applicable borrowing Borrowing Tranche of Loans to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such borrowingBorrowing Tranche of Loans. Any payment by the Borrower Borrowers shall be without prejudice to any claim the any Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

Funding by Xxxxxxx; Presumption by Administrative Agent. Unless the Administrative Agent shall have received written notice from a Lender prior to the proposed date of such borrowing any advance of funds that such Lender will not make available to the Administrative Agent such Xxxxxx’s share of such borrowingadvance, the Administrative Agent may assume that such Lender Xxxxxx has made such share available on such date in accordance with Section 2.02 or Section 2.05, as applicable, the provisions of this Agreement concerning funding by Xxxxxxx and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable borrowing advance available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to shall pay to the Administrative Agent forthwith on demand such corresponding amount 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 Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with prevailing banking industry rules practice on interbank compensation, and (ii) 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 Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable borrowing such amount to the Administrative Agent, then the such amount so paid shall constitute such Lender’s Loan Accommodation included in such borrowingadvance. If the Lender does not do so forthwith, the Borrower shall pay to the Administrative Agent forthwith on written demand such corresponding amount with interest thereon at the interest rate applicable to the advance in question. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have has failed to make such payment to the Administrative Agent.

Funding by Xxxxxxx; Presumption by Administrative Agent. Unless the Administrative Agent shall have received written notice from a Lender prior to the proposed date of such borrowing the Borrowing that such Lender will not make available to the Administrative Agent such Xxxxxx’s share of such borrowingBorrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 or Section 2.05, as applicable, and may, in reliance upon such assumption, make available to the Borrower Borrowers a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable borrowing Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower Borrowers 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 the Borrower Borrowers to but excluding the date of payment to the Administrative Agent, at (iA) in the case of a payment to be made by such Lender, the greater of the Federal Funds Effective Rate 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 (it being understood that such customary fees shall not be subject to the indemnification obligations of the Borrowers pursuant to Section 10.04(b)) and (iiB) in the case of a payment to be made by the BorrowerBorrowers, the interest rate applicable to Base Rate Loansthe Borrowing. If the Borrower Borrowers and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower Borrowers the amount of such interest paid by the Borrower Borrowers for such period. If such Lender pays its share of the applicable borrowing Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such borrowingBorrowing. Any payment by the Borrower Borrowers shall be without prejudice to any claim the Borrower Borrowers may have against a Lender that shall have failed to make such payment to the Administrative Agent.

Funding by Xxxxxxx; Presumption by Administrative Agent. Unless the Administrative Agent shall have received written notice from a Lender prior to the proposed date of such borrowing any Extension of Credit that such Lender will not make available to the Administrative Agent such XxxxxxLender’s share of such borrowingExtension of Credit, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 or Section 2.05, as applicable, this Agreement and may, in reliance upon such assumption, make available to the Borrower 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 Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount 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 Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, compensation and (ii) in the case of a payment to be made by the Borrower, the interest rate applicable to Alternate Base Rate Loans. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable borrowing Extension of Credit to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such borrowingExtension of Credit. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

Funding by Xxxxxxx; Presumption by Administrative Agent. Unless the Administrative Agent shall have received written notice from a Lender prior to the proposed date of any Borrowing of Term SOFR Loans (or, in the case of any Borrowing of Base Rate Loans, prior to 12:00 noon on the date of such borrowing Borrowing) that such Lender will not make available to the Administrative Agent such Xxxxxx’s share of such borrowingBorrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 or (or, in the case of a Borrowing of Base Rate Loans, that such Lender has made such share available in accordance with and at the time required by Section 2.05, as applicable, 2.02) and may, in reliance upon such assumption, make available to the 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 Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative 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 Administrative Agent, at (iA) in the case of a payment to be made by such Lender, the greater of the Federal Funds Effective Overnight Rate and a rate determined plus any administrative, processing or similar fees customarily charged by the Administrative Agent in accordance connection with banking industry rules on interbank compensation, the foregoing and (iiB) 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 Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable borrowing Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such borrowingBorrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

Funding by Xxxxxxx; Presumption by Administrative Agent. Unless the Administrative Agent shall have received written notice from a Lender (x) in the case of Loans to which the Base Rate Option applies, 8 hours prior to the proposed time of such Borrowing Tranche of Loans and (y) otherwise, prior to the proposed date of such borrowing any Borrowing Tranche of Loans that such Lender will not make available to the Administrative Agent such Xxxxxx’s share of such borrowingRatable Share, the Administrative Agent may assume that such Lender Xxxxxx has made such share available on such date in accordance with Section 2.02 or Section 2.05, as applicable, 2.6 (a) [Making Revolving Credit Loans] and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable borrowing Borrowing Tranche of Loans available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount 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 Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Effective Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, and (ii) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate Loanssuch Loan under the applicable Loan Request. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable borrowing Borrowing Tranche of Loans to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such borrowingBorrowing Tranche of Loans. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

Funding by Xxxxxxx; Presumption by Administrative Agent. Unless the Administrative Agent shall have received written notice from a Lender prior to the proposed date of such borrowing any Borrowing of Loans that such Lender will not make available to the Administrative Agent such Xxxxxx’s share of such borrowingBorrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 or Section 2.05, as applicable, and may, in reliance upon such assumption, make available to the 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 Administrative Agent, then the applicable Lender and the 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 the Borrower to but excluding the date of payment to the Administrative Agent, at (iA) in the case of a payment to be made by such Lender, the greater of the Federal Funds Effective Rate 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 Administrative Agent in connection with the foregoing, and (iiB) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Daily SOFR Rate Loans. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable borrowing Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such borrowingBorrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

Funding by Xxxxxxx; Presumption by Administrative Agent. Unless the Administrative Agent shall have received written notice from a Lender prior to the proposed date of any Borrowing of Eurodollar Rate Loans (or, in the case of any Borrowing of Base Rate Loans, prior to 12:00 noon on the date of such borrowing Borrowing) that such Lender will not make available to the Administrative Agent such XxxxxxLender’s share of such borrowingBorrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 or (or, in the case of a Borrowing of Base Rate Loans, that such Lender has made such share available in accordance with and at the time required by Section 2.05, as applicable, 2.02) and may, in reliance upon such assumption, make available to the applicable 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 Administrative Agent, then the applicable Lender and the applicable Borrower severally agree to pay to the Administrative 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 such Borrower to but excluding the date of payment to the Administrative Agent, at (iA) in the case of a payment to be made by such Lender, the greater of (I) the Federal Funds Effective Rate and (II) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, and (iiB) in the case of a payment to be made by the such Borrower, the interest rate applicable to Base Rate Loans. If the such Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the such Borrower the amount of such interest paid by the such Borrower for such period. If such Lender pays its share of the applicable borrowing Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such borrowingBorrowing. Any payment by the such Borrower shall be without prejudice to any claim the such Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

Funding by Xxxxxxx; Presumption by Administrative Agent. Unless the Administrative Agent shall have received written notice from a Lender prior to the proposed date of such any borrowing of Loans that such Lender will not make available to the Administrative Agent such Xxxxxx’s share of such borrowingthe applicable Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 or Section 2.05, as applicable, and may, in reliance upon such assumption, make available to the 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 Administrative Agent, then the applicable Lender and the Borrower severally agree agrees to pay to the Administrative 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 Administrative Agent, at (iA) in the case of a payment to be made by such Lender, the greater of the Federal Funds Effective Rate and a rate determined NYFRB Rate, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in accordance connection with banking industry rules on interbank compensationthe foregoing, and (iiB) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate Loansthe Loans comprising such Borrowing. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable borrowing Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such borrowingBorrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

Funding by Xxxxxxx; Presumption by Administrative Agent. Unless the Administrative Agent shall have received written notice from a Lender prior to the proposed date of such borrowing any Borrowing that such Lender will not make available to the Administrative Agent such Xxxxxx’s share of such borrowingBorrowing, the Administrative Agent may (but shall not be obligated to) assume that such Lender Xxxxxx has made such share available on such date in accordance with Section 2.02 or Section 2.05, as applicable, 2.2 and maymay (but shall not be obligated to), in reliance upon such assumption, make available to the 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 Administrative Agent, then the applicable Lender and the 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 the Borrower to but excluding the date of payment to the Administrative Agent, at (iA) in the case of a payment to be made by such Lender, the greater of the Federal Funds Effective Rate and a rate determined applicable Interest Rate, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in accordance connection with banking industry rules on interbank compensationthe foregoing, and (iiB) in the case of a payment to be made by the Borrower, the interest rate Interest Rate applicable to Base Rate such Loans. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable borrowing Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such borrowingBorrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

Funding by Xxxxxxx; Presumption by Administrative Agent. Unless the Administrative Agent shall have received written notice from a Lender prior to the proposed date of such borrowing any Borrowing of Loans that such Lender will not make available to the Administrative Agent such Xxxxxx’s share of such borrowingBorrowing, the Administrative Agent may assume that such Lender Xxxxxx has made such share available on such date in accordance with Section 2.02 or Section 2.05, as applicable, and may, in reliance upon such assumption, make available to the Borrower Borrowers a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable borrowing Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower Borrowers 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 the Borrower Borrowers to but excluding the date of payment to the Administrative Agent, at (iA) in the case of a payment to be made by such Lender, the greater of the Federal Funds Effective Rate 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 (iiB) in the case of a payment to be made by the BorrowerBorrowers, the interest rate applicable to Base Daily SOFR Rate Loans. If the Borrower Borrowers and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower Borrowers the amount of such interest paid by the Borrower Borrowers for such period. If such Lender pays its share of the applicable borrowing Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such borrowingBorrowing. Any payment by the Borrower Borrowers shall be without prejudice to any claim the Borrower Borrowers may have against a Lender that shall have failed to make such payment to the Administrative Agent.

Funding by Xxxxxxx; Presumption by Administrative Agent. Unless the Administrative Agent shall have received written notice from a Lender prior to the proposed date of such In connection with any borrowing that such Lender will not make available to the Administrative Agent such Xxxxxx’s share of such borrowinghereunder, the Administrative Agent may assume that such each Lender has made its respective share of such share borrowing available on such date in accordance with Section 2.02 or Section 2.05, as applicable, 2.03(b) and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in Dollars 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 Administrative Agent, at (iA) in the case of a payment to be made by such Lender, the greater of the Federal Funds Effective applicable Overnight Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, and (iiB) 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 Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

Funding by Xxxxxxx; Presumption by Administrative Agent. Unless the Administrative Agent shall have received written notice from a Lender prior to the proposed date of such borrowing any Loan, that such Lender will not make available to the Administrative Agent such Xxxxxx’s share of such borrowingLoan, the Administrative Agent may assume that such Lender Xxxxxx has made such share available on such date in accordance with Section 2.02 or Section 2.05, as applicable, and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable borrowing Loan available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount 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 Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Effective Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, and (ii) 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 Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable borrowing Loan to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan share included in such borrowingLoan. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

Funding by Xxxxxxx; Presumption by Administrative Agent. Unless the Administrative Agent shall have received written notice from a Lender prior to the proposed date of such borrowing any Advance that such Lender will not make available to the Administrative Agent such Xxxxxx’s share of such borrowingAdvance, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 or Section 2.05, as applicable, 3.01 and may, in reliance upon such assumption, make available to the Borrower Company a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable borrowing Advance available to the Administrative Agent, then the applicable Lender and the Borrower Company (so long as the applicable Lender is not Barclays Bank PLC or an Affiliate thereof at any time Barclays Bank PLC or any Affiliate is the Administrative Agent) severally agree to pay to the Administrative 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 the Borrower Company to but excluding the date of payment to the Administrative Agent, at (iA) in the case of a payment to be made by such Lender, the at the greater of the Federal Funds Effective Rate 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 (iiB) in the case of a payment to be made by the BorrowerCompany, Term SOFR for the interest rate applicable to Base Rate LoansCalculation Period in effect plus the Applicable Margin. If the Borrower Company and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower Company the amount of such interest paid by the Borrower Company for such period. If such Lender pays its share of the applicable borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such borrowing. Any payment by the Borrower Company shall be without prejudice to any claim the Borrower Company may have against a Lender that shall have failed to make such payment to the Administrative Agent.

Funding by Xxxxxxx; Presumption by Administrative Agent. Unless the Administrative Agent shall have received written notice from a Lender prior to the proposed date of such In connection with any borrowing that such Lender will not make available to the Administrative Agent such Xxxxxx’s share of such borrowinghereunder, the Administrative Agent may assume that such each Lender has made its respective share of such share borrowing available on such date in accordance with Section 2.02 or Section 2.05, as applicable, 2.3(b) and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount 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 Administrative Agent, at (iA) in the case of a payment to be made by such Lender, the greater of the Federal Funds Effective Overnight Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, and (iiB) 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 Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

Funding by Xxxxxxx; Presumption by Administrative Agent. Unless the Administrative Agent shall have received written notice from a Lender prior to the proposed date of such borrowing any Borrowing that such Lender will not make available to the Administrative Agent such Xxxxxx’s share of such borrowingBorrowing, the Administrative Agent may assume that such Lender Xxxxxx has made such share available on such date in accordance with Section 2.02 or Section 2.05, as applicable, and may, in reliance upon such assumption, make available to the 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 Administrative Agent, then the applicable Lender and the 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 the Borrower to but excluding the date of payment to the Administrative Agent, at (iA) in the case of a payment to be made by such Lender, the greater of the Federal Funds Effective NYFRB Rate and a rate reasonably 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 (iiB) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate LoansLoans of the applicable Class. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable borrowing Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such borrowingBorrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

Funding by Xxxxxxx; Presumption by Administrative Agent. Unless the Administrative Agent shall have received written notice from a Lender prior to the proposed date of such borrowing that such Lender will not make available to the Administrative Agent such Xxxxxx’s share of such borrowing, the Administrative Agent may assume that such Lender Xxxxxx has made such share available on such date in accordance with Section 2.02 or Section 2.05, as applicable, and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount 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 Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, and (ii) 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 Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.. US-DOCS\156469512.3

Funding by Xxxxxxx; Presumption by Administrative Agent. Unless the Administrative Agent shall have received written notice from a Lender prior to the proposed date of such borrowing any Loan that such Lender will not make available to the Administrative Agent such Xxxxxx’s share of such borrowingLoan, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 or Section 2.05, as applicable, 2.2(d) and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In If the Administrative Agent shall have so made funds available, then, to the extent that such event, if a Lender has shall not in fact have made its share of the applicable borrowing such portion available to the Administrative Agent, then the applicable each of such Lender and the Borrower severally agree agrees to pay repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding until the date of payment such amount is repaid to the Administrative Agent, Agent at (ix) in the case of a payment the Borrower, the interest rate applicable at the time to be made by the Loans comprising such Borrowing and (y) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, and (ii) 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 Lender shall pay such interest repay to the Administrative Agent for the same or an overlapping periodsuch corresponding amount, the Administrative Agent shall promptly remit to the Borrower the such amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s share of such Loan included in such borrowing. Any payment by for purposes of this Credit Agreement, and the Borrower shall be without prejudice Borrower’s obligation to any claim the Borrower may have against a Lender that shall have failed to make such payment to repay the Administrative AgentAgent such corresponding amount pursuant to this Section 2.6(c)(i) shall cease.

Funding by Xxxxxxx; Presumption by Administrative Agent. Unless the Administrative Agent shall have received written notice from a Lender prior to the proposed date of such borrowing any Extension of Credit that such Lender will not make available to the Administrative Agent such XxxxxxLender’s share of such borrowingExtension of Credit, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 or Section 2.05, as applicable, this Agreement and may, in reliance upon such assumption, make available to the Borrower Borrowers 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 Administrative Agent, then the applicable Lender and the Borrower Borrowers severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount 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 Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Federal Funds Effective NYFRB Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, compensation and (ii) in the case of a payment to be made by the a Borrower, the interest rate applicable to Base Rate ABR Loans. If the Borrower Borrowers and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower Borrowers the amount of such interest paid by the Borrower Borrowers for such period. If such Lender pays its share of the applicable borrowing Extension of Credit to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such borrowingExtension of Credit. Any payment by the a Borrower shall be without prejudice to any claim the Borrower Borrowers may have against a Lender that shall have failed to make such payment to the Administrative Agent.

Funding by Xxxxxxx; Presumption by Administrative Agent. Unless the Administrative Agent shall have received written notice from a Lender prior to 12:00 noon on the proposed date of such borrowing Borrowing that such Lender will not make available to the Administrative Agent such Xxxxxx’s share of such borrowingBorrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with and at the time required by Section 2.02 or Section 2.05, as applicable, 2.1(c) and may, in reliance upon such assumption, make available to the applicable 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 Administrative Agent, then the applicable Lender 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 the such Borrower to but excluding the date of payment to the Administrative Agent, at (iA) in the case of a payment to be made by such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, compensation and (iiB) in the case of a payment to be made by the such Borrower, the interest rate applicable to Base Rate LoansApplicable Rate, plus, in either case, any administrative, processing or similar fees customarily charged by the Administrative Agent in connection therewith. If the such Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the such Borrower the amount of such interest paid by the such Borrower for such period. If such Lender pays its share of the applicable borrowing Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such borrowingBorrowing. Any payment by the such Borrower shall be without prejudice to any claim the such Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

Funding by Xxxxxxx; Presumption by Administrative Agent. Unless the Administrative Agent shall have received written notice from a Lender prior to the proposed date of such borrowing any Borrowing that such Lender will not make available to the Administrative Agent such Xxxxxx’s 's share of such borrowingBorrowing, the Administrative Agent may assume that such Lender Xxxxxx has made such share available on such date in accordance with Section 2.02 or Section 2.05, as applicable, and may, in reliance upon such assumption, make available to the 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 Administrative Agent, then the applicable Lender and the 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 the Borrower to but excluding the date of payment to the Administrative Agent, at (iA) in the case of a payment to be made by such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, compensation and (iiB) 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 Lender shall pay such interest to the Administrative Agent such corresponding amount or interest thereon for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower such corresponding amount paid by the Borrower or the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable borrowing Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s 's Loan included in such borrowingBorrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

Funding by Xxxxxxx; Presumption by Administrative Agent. Unless the Administrative Agent shall have received written notice from a Lender prior to the proposed date of any Borrowing of Loans (or, in the case of any Alternate Base Rate Loans, prior to 12:00 noon (New York time) on the date of the proposed Borrowing of such borrowing Loans) that such Lender will not make available to the Administrative Agent such Xxxxxx’s share of such borrowingLoan, the Administrative Agent may assume that such Lender Xxxxxx has made such share available on such date in accordance with Section 2.02 or Section 2.05, as applicable, 2.15 and may, in reliance upon such assumption, make available to the applicable Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable borrowing Loan available to the Administrative Agent, then the applicable Lender and the applicable Borrower severally agree to pay to the Administrative 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 applicable Borrower to but excluding the date of payment to the Administrative Agent, at (iA) in the case of a payment to be made by such Lender, the greater of the Federal Funds Effective Overnight Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, and (iiB) in the case of a payment to be made by the applicable Borrower, the interest rate applicable to Alternate Base Rate Loans. If the applicable Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the applicable Borrower the amount of such interest paid by the applicable Borrower for such period. If such Lender pays its share of the applicable borrowing Loan to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such borrowingLoan. Any payment by the applicable Borrower shall be without prejudice to any claim the applicable Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

Funding by Xxxxxxx; Presumption by Administrative Agent. Unless the Administrative Agent shall have received written notice from a Lender prior to the proposed date of such borrowing any Borrowing that such Lender will not make available to the Administrative Agent such Xxxxxx’s share of such borrowingBorrowing, the Administrative Agent may assume that such Lender Xxxxxx has made such share available on such date in accordance with Section 2.02 or Section 2.05, as applicable, and may, in reliance upon such assumption, make available to the 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 Administrative Agent, then the applicable Lender and the 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 the Borrower to but excluding the date of payment to the Administrative Agent, at (iA) in the case of a payment to be made by such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, and (iiB) in the case of a payment to be made by the Borrower, the interest rate applicable to Alternate Base Rate Loans. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable borrowing Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such borrowingBorrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

Funding by Xxxxxxx; Presumption by Administrative Agent. Unless the Administrative Agent shall have received written notice from a Lender prior to the proposed date of any Borrowing of SOFR Rate Loans (or, in the case of any Alternate Base Rate Loans, prior to 12:00 noon (New York time) on the date of the proposed Borrowing of such borrowing Loans) that such Lender will not make available to the Administrative Agent such Xxxxxx’s share of such borrowingLoan, the Administrative Agent may assume that such Lender Xxxxxx has made such share available on such date in accordance with Section 2.02 or Section 2.05, as applicable, 2.14 and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable borrowing Loan available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative 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 Administrative Agent, at (iA) in the case of a payment to be made by such Lender, the greater of the Federal Funds Effective Overnight Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, and (iiB) in the case of a payment to be made by the Borrower, the interest rate applicable to Alternate Base Rate Loans. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable borrowing Loan to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such borrowingLoan. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

Funding by Xxxxxxx; Presumption by Administrative Agent. Unless the Administrative Agent shall have received written notice from a Lender (i) in the case of Base Rate Loans, not later than 1:00 p.m. on the date of any proposed borrowing and (ii) otherwise, prior to the proposed date of such any borrowing that such Lender will not make available to the Administrative Agent such Xxxxxx’s share of such borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 or Section 2.05, as applicable, 2.3(b) and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount 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 Administrative Agent, at (iA) in the case of a payment to be made by such Lender, the greater of the daily average Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, compensation and (iiB) 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 Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

Funding by Xxxxxxx; Presumption by Administrative Agent. Unless the Administrative Agent shall have received written notice from a Lender prior to the proposed date of such borrowing any Extension of Credit that such Lender will not make available to the Administrative Agent such XxxxxxLender’s share of such borrowingExtension of Credit, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 or Section 2.05, as applicable, this Agreement and may, in reliance upon such assumption, make available to the Borrower 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 Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount 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 Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, compensation and (ii) in the case of a payment to be made by the Borrower, the interest rate applicable to Alternate Base Rate Loans. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable borrowing Extension of Credit to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such borrowingExtension of Credit. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

Funding by Xxxxxxx; Presumption by Administrative Agent. Unless the Administrative Agent shall have received written notice from a Lender prior to the proposed date of such borrowing any Advance that such Lender will not make available to the Administrative Agent such Xxxxxx’s share of such borrowingAdvance, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 or Section 2.05, as applicable, 3.01 and may, in reliance upon such assumption, make available to the Borrower Company a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable borrowing Advance available to the Administrative Agent, then the applicable Lender and the Borrower Company (so long as the applicable Lender is not Barclays Bank PLC or an Affiliate thereof at any time Barclays Bank PLC or any Affiliate is the Administrative Agent) severally agree to pay to the Administrative 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 the Borrower Company to but excluding the date of payment to the Administrative Agent, at (iA) in the case of a payment to be made by such Lender, the at the greater of the Federal Funds Effective Rate 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 (iiB) in the case of a payment to be made by the BorrowerCompany, Term SOFR for the interest rate applicable to Base Rate LoansCalculation Period in effect plus the Facility Applicable Margin. If the Borrower Company and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower Company the amount of such interest paid by the Borrower Company for such period. If such Lender pays its share of the applicable borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such borrowing. Any payment by the Borrower Company shall be without prejudice to any claim the Borrower Company may have against a Lender that shall have failed to make such payment to the Administrative Agent.

Funding by Xxxxxxx; Presumption by Administrative Agent. Unless the Administrative Agent shall have received written notice from a Lender prior to the proposed date of such borrowing that such Lender will not make available to the Administrative Agent such Xxxxxx’s share of such borrowing, the Administrative Agent may assume that such Lender Xxxxxx has made such share available on such date in accordance with Section 2.02 or Section 2.05, as applicable, and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount 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 Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, and (ii) 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 Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.. || |US-DOCS\155876748.7||

Funding by Xxxxxxx; Presumption by Administrative Agent. Unless the Administrative Agent shall have received written notice from a Lender prior to the proposed date of such borrowing any Borrowing that such Lender will not make available to the Administrative Agent such Xxxxxx’s share of such borrowingBorrowing, the Administrative Agent may assume that such Lender Xxxxxx has made such share available on such date in accordance with Section 2.02 or Section 2.05, as applicable, and may, in reliance upon such assumption, make available to the Borrower a corresponding amount2.1(e). In such event, if a Lender has not in fact made its share of the applicable borrowing Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree Xxxxxx agrees to pay to the Administrative Agent forthwith on demand such corresponding amount in immediately available funds #200345476_v12 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 Administrative Agent, at (iA) in the case of a payment to be made by such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, compensation and (iiB) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate SOFR Loans, plus, in either case, any administrative, processing or similar fees customarily charged by the Administrative Agent in connection therewith. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable borrowing Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such borrowingBorrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

Funding by Xxxxxxx; Presumption by Administrative Agent. Unless the Administrative Agent shall have received written notice from a Lender Lender, prior to the proposed date of such borrowing any Borrowing Tranche of Loans that such Lender will not make available to the Administrative Agent such Xxxxxx’s share of such borrowingRatable Share, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 or Section 2.05, as applicable, 2.6 (a) [Making Revolving Credit Loans] and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable borrowing Borrowing Tranche of Loans available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount 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 Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Effective Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, and (ii) in the case of a payment to be made by the Borrower, the interest rate applicable to Loans under the Base Rate LoansOption. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable borrowing Borrowing Tranche of Loans to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such borrowingBorrowing Tranche of Loans. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

Funding by Xxxxxxx; Presumption by Administrative Agent. Unless the Administrative Agent shall have received written notice from a Lender prior to the proposed date of any Borrowing of Eurodollar RateTerm Benchmark Loans (or, in the case of any Borrowing of Base Rate Loans, prior to 12:00 noon on the date of such borrowing Borrowing) that such Lender will not make available to the Administrative Agent such XxxxxxLender’s share of such borrowingBorrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 or (or, in the case of a Borrowing of Base Rate Loans, that such Lender has made such share available in accordance with and at the time required by Section 2.05, as applicable, 2.02) and may, in reliance upon such assumption, make available to the Borrower Company a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable borrowing Borrowing available to the Administrative Agent, then the applicable Lender and the 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 the Borrower Company to but excluding the date of payment to the Administrative Agent, at (iA) in the case of a payment to be made by such Lender, the greater of the Federal Funds Effective New York Fed Bank Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, compensation and (iiB) in the case of a payment to be made by the BorrowerCompany, the interest rate applicable to Base Rate Loans. If the Borrower Company and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower Company the amount of such interest paid by the Borrower Company for such period. If such Lender pays its share of the applicable borrowing Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such borrowingBorrowing. Any payment by the Borrower Company shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.MSGN – A&R Credit Agreement (2019)

Funding by Xxxxxxx; Presumption by Administrative Agent. Unless the Administrative Agent shall have received written notice from a Lender prior to the proposed date of such borrowing any Borrowing that such that Lender will not make available to the Administrative Agent such that Xxxxxx’s share of such borrowingBorrowing, the Administrative Agent may assume that such Lender that Xxxxxx has made such share available on such date in accordance with Section 2.02 or Section 2.05, as applicable, 2.03 and may, in reliance upon such assumption, make available to the 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 Administrative Agent, then the applicable Lender and the 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 the Borrower to but excluding the date of payment to the Administrative Agent, at (iA) in the case of a payment to be made by such that Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, compensation and (iiB) 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 that Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such that Lender pays its share of the applicable borrowing Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lenderthat Xxxxxx’s Loan included in such borrowingBorrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

Funding by Xxxxxxx; Presumption by Administrative Agent. Unless the Administrative Agent shall have received written notice from a Lender prior to the proposed date of any Borrowing of Term SOFR Loans (or, in the case of any Borrowing of Base Rate Loans, prior to 12:00 p.m. (noon) on the date of such borrowing Borrowing) that such Lender will not make available to the Administrative Agent such XxxxxxLender’s share of such borrowingBorrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 or (or, in the case of a Borrowing of Base Rate Loans, that such Lender has made such share available in accordance with and at the time required by Section 2.05, as applicable, 2.02) and may, in reliance upon such assumption, make available to the Borrower Company a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable borrowing Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower Company severally agree to pay to the Administrative 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 Company to but excluding the date of payment to the Administrative Agent, at (iA) in the case of a payment to be made by such Lender, the greater of the Federal Funds Effective Rate and a rate determined Overnight Rate, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in accordance connection with banking industry rules on interbank compensationthe foregoing, and (iiB) in the case of a payment to be made by the BorrowerCompany, the interest rate applicable to Base Rate Loans. If the Borrower Company and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower Company the amount of such interest paid by the Borrower Company for such period. If such Lender pays its share of the applicable borrowing Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s 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 Lender that shall have failed to make such payment to the Administrative Agent.

Funding by Xxxxxxx; Presumption by Administrative Agent. Unless the Administrative Agent shall have received written notice from a Lender Lender, prior to the proposed date of such borrowing any Borrowing Tranche of Loans that such Lender will not make available to the Administrative Agent such Xxxxxx’s share of such borrowingRatable Share, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 2.6 (a) or Section 2.05, as applicable, 3.2 and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable borrowing Borrowing Tranche of Loans available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount 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 Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Effective Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, and (ii) in the case of a payment to be made by the Borrower, the interest rate applicable to Loans under the Base Rate LoansOption. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable borrowing Borrowing Tranche of Loans to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such borrowingBorrowing Tranche of Loans. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

Funding by Xxxxxxx; Presumption by Administrative Agent. Unless the Administrative Agent shall have received written notice from a Lender prior to the proposed date of such borrowing any Borrowing of Loans that such Lender will not make available to the Administrative Agent such Xxxxxx’s share of such borrowingBorrowing, the Administrative Agent may assume that such Lender Xxxxxx has made such share available on such date in accordance with Section 2.02 or Section 2.05, as applicable, and may, in reliance upon such assumption, make available to the 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 Administrative Agent, then the applicable Lender and the 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 the Borrower to but excluding the date of payment to the Administrative Agent, at (iA) in the case of a payment to be made by such Lender, the greater of the Federal Funds Effective Rate 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 (iiB) in the case of a payment to be made the by the Borrower, the interest rate applicable to Base Daily SOFR Rate Loans. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable borrowing Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s 50 4887-6582-6072 v.11 Loan included in such borrowingBorrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

Funding by Xxxxxxx; Presumption by Administrative Agent. Unless the Administrative Agent shall have received written notice from a Lender prior to the proposed date of such borrowing any Borrowing of Term SOFR Loans that such Lender will not make available to the Administrative Agent such Xxxxxx’s share of such borrowingBorrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 or Section 2.05, as applicable, and may, in reliance upon such assumption, make available to the 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 Administrative Agent, then the applicable Lender and the 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 the Borrower to but excluding the date of payment to the Administrative Agent, at (iA) in the case of a payment to be made by such Lender, the greater of the Federal Funds Effective Rate 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 (iiB) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate Term SOFR Loans. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable borrowing Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such borrowingBorrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

Funding by Xxxxxxx; Presumption by Administrative Agent. Unless the Administrative Agent shall have received written notice from a Lender prior to the proposed date of any Borrowing (or, in the case of any Base Rate Borrowing, prior to 12:00 noon on the date of such borrowing Base Rate Borrowing) that such Lender will not make available to the Administrative Agent such XxxxxxLender’s share of such borrowingBorrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 or Section 2.05, as applicable, 2.1(c)) and may, in reliance upon such assumption, make available to the 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 Administrative Agent, then the applicable Lender and the 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 the Borrower to but excluding the date of payment to the Administrative Agent, at (iA) in the case of a payment to be made by such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, and (iiB) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate Loansthe applicable Borrowing. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable borrowing Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such borrowingBorrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

Funding by Xxxxxxx; Presumption by Administrative Agent. Unless the Administrative Agent shall have received written notice from a Lender prior to the proposed date of such borrowing the Borrowing that such Lender will not make available to the Administrative Agent such Xxxxxx’s share of such borrowingthe Borrowing, the Administrative Agent may assume that such Lender Xxxxxx has made such share available on such date in accordance with Section 2.02 or Section 2.05, as applicable, and may, in reliance upon such assumption, make available to the 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 Administrative Agent, then the applicable Lender and the 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 the Borrower to but excluding the date of payment to the Administrative Agent, at (iA) in the case of a payment to be made by such Lender, the greater of the Federal Funds Effective Rate 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 (iiB) 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 Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable borrowing Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such borrowingthe Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

Funding by Xxxxxxx; Presumption by Administrative Agent. Unless the Administrative Agent shall have received written notice from a Lender prior to the proposed date of such borrowing any Borrowing of Loans that such Lender will not make available to the Administrative Agent such Xxxxxx’s share of such borrowingBorrowing, the Administrative Agent may assume that such Lender Xxxxxx has made such share available on such date in accordance with Section 2.02 or Section 2.05, as applicable, 2.2 and may, in reliance upon such assumption, make available to the 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 Administrative Agent, then the applicable Lender and the 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 the Borrower to but excluding the date of payment to the Administrative Agent, at (iA) in the case of a payment to be made by such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking or farm credit industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing, and (iiB) 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 Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable borrowing Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such borrowingBorrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

Funding by Xxxxxxx; Presumption by Administrative Agent. Unless the Administrative Agent shall have received written notice from a Lender prior to the proposed date of such borrowing Funding Date that such Lender will not make available to the Administrative Agent such Xxxxxx’s share of such borrowingthe applicable Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 or Section 2.05, as applicable, and may, in reliance upon such assumption, make available to the 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 Administrative Agent, then the applicable Lender and the Borrower severally agree agrees to pay to the Administrative 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 Administrative Agent, at (iA) in the case of a payment to be made by such Lender, the greater of the Federal Funds Effective Rate and a rate determined NYFRB Rate, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in accordance connection with banking industry rules on interbank compensationthe foregoing, and (iiB) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate Loansthe Loans comprising such Borrowing. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable borrowing Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such borrowingBorrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

Funding by Xxxxxxx; Presumption by Administrative Agent. Unless the Administrative Agent shall have received written notice from a Lender prior to the proposed date of such borrowing any advance of funds that such Lender will not make available to the Administrative Agent such Xxxxxx’s share of such borrowingadvance, the Administrative Agent may assume that such Lender Xxxxxx has made such share available on such date in accordance with Section 2.02 or Section 2.05, as applicable, the provisions of this Agreement concerning funding by Xxxxxxx and may, in reliance upon such assumption, make available to the Borrower Borrowers a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable borrowing advance available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to shall pay to the Administrative Agent forthwith on demand such corresponding amount 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 Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with prevailing banking industry rules practice on interbank compensation, and (ii) 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 Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable borrowing such amount to the Administrative Agent, then the such amount so paid shall constitute such Lender’s Loan Accommodation included in such borrowingadvance. If the Lender does not do so forthwith, the Borrowers shall pay to the Administrative Agent if notified in writing by the Administrative Agent within 3 Business Days of the applicable Lender failing to make available its applicable share of such advance, such corresponding amount with interest thereon at the interest rate applicable to the advance in question. Any payment by the Borrower Borrowers shall be without prejudice to any claim the Borrower Borrowers may have against a Lender that shall have has failed to make such payment to the Administrative Agent.

Funding by Xxxxxxx; Presumption by Administrative Agent. Unless the Administrative Agent shall have received written notice from a Lender prior to the proposed date of such borrowing that such Lender will not make available to the Administrative Agent such Xxxxxx’s share of such borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 or Section 2.05, as applicable, and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such 4894-9978-4110 v.2 amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, and (ii) 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 Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

Funding by Xxxxxxx; Presumption by Administrative Agent. Unless the Administrative Agent shall have received written notice from a Lender prior to the proposed date of such borrowing Lender, that such Lender will not make available to the Administrative Agent such Xxxxxx’s share of such borrowinga Revolving Credit Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 or Section 2.05, as applicable, this Agreement and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable borrowing Revolving Credit Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount 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 Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, and (ii) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate Loansthe applicable Revolving Credit Borrowing. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable borrowing Revolving Credit Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such borrowingLoan. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

Funding by Xxxxxxx; Presumption by Administrative Agent. Unless the Administrative Agent shall have received written notice from a Lender Lender, prior to the proposed date of such borrowing any Borrowing Tranche of Loans that such Lender will not make available to the Administrative Agent such Xxxxxx’s share of such borrowingRatable Share, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 2.6 (a) or Section 2.05, as applicable, 3.2 and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable borrowing Borrowing Tranche of Loans available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount 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 Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Effective Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, and (ii) in the case of a payment to be made by the Borrower, the interest rate applicable to Loans under the Base Rate LoansOption. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable borrowing Borrowing Tranche of Loans to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such borrowingBorrowing Tranche of Loans. Any payment by the Borrower shall be without prejudice to any claim the ​ Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

Funding by Xxxxxxx; Presumption by Administrative Agent. Unless the Administrative Agent shall have received written notice from a Lender Lender, prior to the proposed date of such borrowing any Borrowing that such Lender will not make available to the Administrative Agent such Xxxxxx’s share of such borrowingBorrowing, the Administrative Agent may assume that such Lender Xxxxxx has made such share available on such date in accordance with Section 2.02 or Section 2.05, as applicable, 2.2 and may, in reliance upon such assumption, make available to the 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 Administrative Agent, then the applicable Appropriate Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, 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 Administrative Agent, at (iA) in the case of a payment to be made by such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, and (iiB) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate ABR Loans. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable borrowing Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such borrowingBorrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

Funding by Xxxxxxx; Presumption by Administrative Agent. Unless the Administrative Agent shall have received written notice from a Lender prior to the proposed date of such borrowing any Committed Borrowing that such Lender will not make available to the Administrative Agent such Xxxxxx’s share of such borrowingCommitted Borrowing, the Administrative Agent may assume that such Lender Xxxxxx has made such share available on such date in accordance with Section 2.02 or Section 2.05, as applicable, and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable borrowing Committed Borrowing available 43 Five Point Operating Company, LP to the Administrative Agent, then the applicable Lender and the 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 the Borrower to but excluding the date of payment to the Administrative Agent, at (iA) in the case of a payment to be made by such Lender, the greater of the Federal Funds Effective Rate 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 (iiB) in the case of a payment to be made by the Borrower, the interest rate then applicable to Base Rate LoansInterest Rate. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable borrowing Committed Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’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 Lender that shall have failed to make such payment to the Administrative Agent.

Funding by Xxxxxxx; Presumption by Administrative Agent. Unless the Administrative Agent shall have received written notice from a Lender Lender, prior to the proposed date of such borrowing any Borrowing that such Lender will not make available to the Administrative Agent such Xxxxxx’s share of such borrowingBorrowing, the Administrative Agent may assume that such Lender Xxxxxx has made such share available on such date in accordance with Section 2.02 or Section 2.05, as applicable, 2.2 and may, in reliance upon such assumption, make available to the 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 Administrative Agent, then the applicable Appropriate Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, 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 Administrative Agent, at (iA) in the case of a payment to be made by such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, and (iiB) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate ABR Loans. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable borrowing Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such borrowingBorrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

Funding by Xxxxxxx; Presumption by Administrative Agent. Unless the Administrative Agent shall have received written notice from a Lender prior to the proposed date of such borrowing any Committed Borrowing that such Lender will not make available to the Administrative Agent such Xxxxxx’s share of such borrowingCommitted Borrowing, the Administrative Agent may assume that such Lender Xxxxxx has made such share available on such date in accordance with Section 2.02 or Section 2.05, as applicable, and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable borrowing Committed Borrowing available to the Administrative Agent, then the applicable Lender and the 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 the Borrower to but excluding the date of payment to the Administrative Agent, at (iA) in the case of a payment to be made by such Lender, the greater of the Federal Funds Effective Rate 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 (iiB) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate Loanssuch Borrowing. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable borrowing Committed Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’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 Lender that shall have failed to make such payment to the Administrative Agent.

Funding by Xxxxxxx; Presumption by Administrative Agent. Unless the Administrative Agent shall have received written notice from a Lender prior to the proposed date of any Term SOFR Loans or Alternative Currency Loans (or, in the case of any Base Rate Loans, prior to 12:00 noon on the date of such borrowing Loan) that such Lender will not make available to the Administrative Agent such Xxxxxx’s share of such borrowingRevolving Loan, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 or Section 2.05, as applicable, and may, in reliance upon such assumption, make available to the applicable Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable borrowing Revolving Loan available to the Administrative Agent, then the applicable Lender and the applicable Borrower severally agree to pay to the Administrative 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 such Borrower to but excluding the date of payment to the Administrative Agent, at (iA) in the case of a payment to be made by such Lender, the greater of the Federal Funds Effective Rate 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 (iiB) in the case of a payment to be made by the applicable Borrower, the interest rate applicable to Base Rate Loans. If the applicable Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the applicable Borrower the amount of such interest paid by the such Borrower for such period. If such Lender pays its share of the applicable borrowing Revolving Loan to the Administrative Agent, then the amount so paid shall constitute such Lender’s Revolving Loan included in such borrowingBorrowing. Any payment by the such Borrower shall be without prejudice to any claim the such Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

Funding by Xxxxxxx; Presumption by Administrative Agent. Unless the Administrative Agent shall have received written notice from a Lender prior to the proposed date of such borrowing any advance of funds that such Lender will not make available to the Administrative Agent such Xxxxxx’s share of such borrowingadvance, the Administrative Agent may assume that such Lender Xxxxxx has made such share available on such date in accordance with Section 2.02 or Section 2.05, as applicable, the provisions of this Agreement concerning funding by Xxxxxxx and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable borrowing advance available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to shall pay to the Administrative Agent forthwith on demand such corresponding amount 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 Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with prevailing banking industry rules practice on interbank compensation, and (ii) 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 Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable borrowing such amount to the Administrative Agent, then the such amount so paid shall constitute such Lender’s Loan Accommodation included in such borrowingadvance. If the Lender does not do so forthwith, the Borrower shall pay to the Administrative Agent forthwith on written demand such corresponding amount with interest thereon at the interest rate applicable to the advance in question. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have has failed to make such payment to the Administrative Agent.. - 104 - LEGAL_1:80104424.8

Funding by Xxxxxxx; Presumption by Administrative Agent. Unless the Administrative Agent shall have received written notice from a Lender prior to the proposed date of such borrowing any Borrowing that such Lender will not make available to the Administrative Agent such Xxxxxx’s share of such borrowingBorrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 or Section 2.05, as applicable, and may, in reliance upon such assumption, make available to the 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 Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount 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 Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, compensation and (ii) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate LoansABR Advances. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable borrowing Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan Advance included in such borrowingBorrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

Funding by Xxxxxxx; Presumption by Administrative Agent. Unless the Administrative Agent shall have received written notice from a Lender prior to the proposed date time of such borrowing any Borrowing that such Lender will not make available to the Administrative Agent such Xxxxxx’s share of such borrowingBorrowing, the Administrative Agent may assume that such Lender Xxxxxx has made such share available on such date in accordance with Section 2.02 or Section 2.05, as applicable, 2.03 and may, in reliance upon such assumption, make available to the 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 Administrative Agent, then the applicable Lender and the 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 the Borrower to but excluding the date of payment to the Administrative Agent, at (iA) in the case of a payment to be made by such Lender, the greater of the Federal Funds Effective Overnight Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, and (iiB) 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 Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable borrowing Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such borrowingBorrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

Funding by Xxxxxxx; Presumption by Administrative Agent. Unless the Administrative Agent shall have received receives written notice from a Lender prior to the proposed date of such borrowing any Extension of Credit that such Lender will not make available to the Administrative Agent such Xxxxxx’s share of such borrowingExtension of Credit, the Administrative Agent may assume that such Lender Xxxxxx has made such share available on such date in accordance with Section 2.02 or Section 2.05, as applicable, this Agreement and may, in reliance upon such assumption, make available to the Borrower 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 Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount 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 Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, compensation and (ii) in the case of a payment to be made by the Borrower, the interest rate applicable to Alternate Base Rate Loans. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable borrowing Extension of Credit to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such borrowingExtension of Credit. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

Funding by Xxxxxxx; Presumption by Administrative Agent. Unless the Administrative Agent shall have received written notice from a Lender prior to the proposed date of such borrowing any Borrowing that such Lender Xxxxxx will not make available to the Administrative Agent such Xxxxxx’s share of such borrowingBorrowing, the Administrative Agent may assume that such Lender Xxxxxx has made such share available on such date in accordance with Section 2.02 or Section 2.05, as applicable, and may, in reliance upon such assumption, make available to the 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 Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount 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 Administrative Agent, at (i) in the case of a payment to be made by such LenderXxxxxx, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, compensation and (ii) in the case of a payment to be made Conformed Credit Agreement - Page 68 140760.01015/130833253v.5 by the Borrower, the interest rate applicable to Base Rate LoansABR Advances. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable borrowing Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan Advance included in such borrowingBorrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

Funding by Xxxxxxx; Presumption by Administrative Agent. Unless the Administrative Agent shall have received written notice from a Lender prior to 12:00 noon on the proposed date of such borrowing Borrowing that such Lender will not make available to the Administrative Agent such Xxxxxx’s share of such borrowingBorrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 or Section 2.05, as applicable2.02, and may, in reliance upon such assumption, make available to the 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 Administrative Agent, then the applicable Lender and the 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 the Borrower to but excluding the date of payment to the Administrative Agent, at at (iA) in the case of a payment to be made by such Lender, the greater of the Federal Funds Effective Rate 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 (iiB) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate LoansApplicable Rate. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable borrowing Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such borrowingBorrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

Funding by Xxxxxxx; Presumption by Administrative Agent. Unless the Administrative Agent shall have received written notice from a Lender prior to 5:00 p.m. one (1) Business Day prior to the proposed date of such borrowing any Extension of Credit that such Lender will not make available to the Administrative Agent such Xxxxxx’s share of such borrowingExtension of Credit, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 or Section 2.05, as applicable, this Agreement and may, in reliance upon such assumption, make available to the Borrower 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 Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount 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 Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, compensation and (ii) in the case of a payment to be made by the Borrower, the interest rate applicable to Alternate Base Rate Loans. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable borrowing Extension of Credit to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such borrowingExtension of Credit. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

Funding by Xxxxxxx; Presumption by Administrative Agent. Unless the Administrative Agent shall have received written notice from a Lender Lender, prior to the proposed date of any Borrowing of SOFR Loans (or, in the case of any Borrowing of Base Rate Loans, prior to 12:00 p.m. (noon) on the date of such borrowing Borrowing), that such Lender will not make available to the Administrative Agent such XxxxxxLender’s share of such borrowingBorrowing, the Administrative Agent may assume that such Lender Xxxxxx has made such share available on such date in accordance with Section 2.02 or (or, in the case of any Borrowing of Base Rate Loans, that such Lender has made such share available in accordance with, and at the time required by, Section 2.05, as applicable, 2.02) and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not not, in fact fact, made its share of the applicable borrowing Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay 147741845_5 to the Administrative Agent Agent, forthwith on demand demand, such corresponding amount in immediately available funds, with interest thereon, thereon for each day from from, and including including, the date on which such amount is made available to the Borrower to to, but excluding excluding, the date of payment to the Administrative Agent, at at: (iA) in the case of a payment to be made by such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, Overnight Rate; and (iiB) 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 Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable borrowing Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such borrowingBorrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

Funding by Xxxxxxx; Presumption by Administrative Agent. Unless Each Lender shall, in accordance with the terms hereof, on any Loan Date, make the proceeds of its ratable share of each Borrowing available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office for the account of the appropriate Borrower Party (or, if otherwise agreed between such Lender and such Borrower Party and upon fulfillment of all applicable conditions set forth herein, directly to such Borrower Party as specified in the Loan Notice, or, if requested by such Borrower Party in the Loan Notice, shall wire transfer such funds as requested) no later than 3:00 p.m. on the Loan Date in Same Day Funds, and upon fulfillment of all applicable conditions set forth herein, the Administrative Agent shall have received promptly transfer such proceeds in Same Day Funds to such Borrower Party’s account as specified in the Loan Notice, or, if requested by such Borrower Party in the Loan Notice, shall wire transfer such funds as requested. The failure of any Lender to advance the proceeds of its respective share of any Borrowing required to be advanced hereunder shall not relieve any other Lender of its obligation to advance the proceeds of its ratable share of any Borrowing required to be advanced hereunder. Absent contrary written notice from a Lender prior to the proposed date of such borrowing Loan Date that such Lender will not make available to the Administrative Agent such Xxxxxx’s share share, as applicable, of such borrowingBorrowing, the Administrative Agent may assume that such each Lender has made such its ratable share of the requested Borrowing available to the Administrative Agent on such date in accordance with Section 2.02 or Section 2.05, as applicablethe applicable Loan Date, and the Administrative Agent may, in reliance upon such assumptionassumption (but is not required to), make available to the appropriate Borrower Party a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount 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 Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, and (ii) 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 Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

Funding by Xxxxxxx; Presumption by Administrative Agent. Unless the Administrative Agent shall have received written notice from a Lender prior to the proposed date of any Borrowing of Term SOFR Loans (or, in the case of any Borrowing of Base Rate Loans, prior to 12:00 p.m. (noon) on the date of such borrowing Borrowing) that such Lender will not make available to the Administrative Agent such XxxxxxLender’s share of such borrowingBorrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 or (or, in the case of a Borrowing of Base Rate Loans, that such Lender has made such share available in accordance with and at the time required by Section 2.05, as applicable, 2.02) and may, in reliance upon such assumption, make available to the Borrower Company a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable borrowing Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower Company severally agree to pay to the Administrative 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 Company to but excluding the date of payment to the Administrative Agent, at (iA) in the case of a payment to be made by such Lender, the greater of the Federal Funds Effective Rate and a rate determined Overnight Rate, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in accordance connection with banking industry rules on interbank compensationthe foregoing, and (iiB) in the case of a payment to be made by the BorrowerCompany, the interest rate applicable to Base Rate Loans. If the Borrower Company and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower Company the amount of such interest paid by the Borrower Company for such period. If such Lender pays its share of the applicable borrowing Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s 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 Lender that shall have failed to make such payment to the Administrative Agent.. ​

Funding by Xxxxxxx; Presumption by Administrative Agent. Unless the Administrative Agent shall have received written notice from a Lender (x) in the case of ABR Borrowings, three hours prior to the proposed time of such Borrowing and (y) otherwise, prior to the proposed date of such borrowing any Borrowing that such Lender will not make available to the Administrative Agent such Xxxxxx’s share of such borrowingBorrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 or Section 2.05, as applicable, 2.2 and may, in reliance upon such assumption, make available to the 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 Administrative Agent, then the applicable Lender Lenders and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, 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 Administrative Agent, at (iA) in the case of a payment to be made by such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, and (iiB) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate ABR Loans. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable borrowing Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such borrowingBorrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

Funding by Xxxxxxx; Presumption by Administrative Agent. Unless the Administrative Agent shall shall(a) have received written notice from a Lender prior to the proposed date of such borrowing any Extension of Credit that such Lender will not make available to the Administrative Agent such Xxxxxx’s share of such borrowingExtension of Credit, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 or Section 2.05, as applicable, this Agreement and may, in reliance upon such assumption, make available to the Borrower 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 Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount 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 Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, compensation and (ii) in the case of a payment to be made by the Borrower, the interest rate applicable to Alternate Base Rate Loans. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable borrowing Extension of Credit to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such borrowingExtension of Credit. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

Funding by Xxxxxxx; Presumption by Administrative Agent. Unless the Administrative Agent shall have received written notice from a Lender prior to the proposed date of such borrowing Lender, that such Lender will not make available to the Administrative Agent such Xxxxxx’s share of such borrowinga Revolving Credit Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 or Section 2.05, as applicable, this Agreement and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable borrowing Revolving Credit Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount 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 Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, and (ii) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate Loansthe applicable Borrowing. If the Borrower and such [BGSF] Amended and Restated Credit Agreement Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable borrowing Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such borrowingLoan. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

Funding by Xxxxxxx; Presumption by Administrative Agent. Unless the Administrative Agent shall have received written notice from a Lender Lender, prior to the proposed date of such borrowing any Borrowing Tranche of Loans that such Lender will not make available to the Administrative Agent such Xxxxxx’s share of such borrowingRatable Share, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 2.6 (a) or Section 2.05, as applicable, 3.2 and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable borrowing Borrowing Tranche of Loans available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount 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 Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Effective Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, and (ii) in the case of a payment to be made by the Borrower, the interest rate applicable to ​ Loans under the Base Rate LoansOption. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable borrowing Borrowing Tranche of Loans to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such borrowingBorrowing Tranche of Loans. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

Funding by Xxxxxxx; Presumption by Administrative Agent. Unless the Administrative Agent shall have received written notice from a Lender (i) in the case of Base Rate Loans, not later than 1:00 pm on the date of any proposed borrowing and (ii) otherwise, prior to the proposed date of such any borrowing that such Lender will not make available to the Administrative Agent such Xxxxxx’s share of such borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 or Section 2.05, as applicable, 2.3(b) and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount 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 Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the daily average Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, compensation and (ii) 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 Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

Funding by Xxxxxxx; Presumption by Administrative Agent. Unless the Administrative Agent shall have received written notice from a Lender prior to the proposed date of such any borrowing that such Lender will not make available to the Administrative Agent such Xxxxxx’s share of such borrowing, the Administrative Agent may assume that such Lender Xxxxxx has made such share available on such date in accordance with Section 2.02 or Section 2.05, as applicable, 2.3(b) and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount 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 Administrative Agent, at (iA) in the case of a payment to be made by such Lender, the greater of the Federal Funds Effective daily average NYFRB Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, compensation and (iiB) 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 Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

Funding by Xxxxxxx; Presumption by Administrative Agent. Unless the Administrative Agent shall have received written notice from a Lender Lender, prior to the proposed date of such borrowing any Loan, that such Lender will not make available to the Administrative Agent such Xxxxxx’s share of such borrowingLoan, the Administrative Agent may assume that such Lender Xxxxxx has made such share available on such date in accordance with Section 2.02 or Section 2.05, as applicable, and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable borrowing Loan available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount 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 Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Effective Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, and (ii) 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 Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable borrowing Loan to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan share included in such borrowingLoan. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

Funding by Xxxxxxx; Presumption by Administrative Agent. Unless the Administrative Agent shall have received written notice from a Lender prior to the proposed date of such any borrowing that such Lender will not make available to the Administrative Agent such Xxxxxx’s share of such borrowing, the Administrative Agent may assume that such Lender Xxxxxx has made such share available on such date in accordance with Section 2.02 or Section 2.05, as applicable, 2.3(b) and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount 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 Administrative Agent, at at; (i) in the case of a payment to be made by such Lender, the greater of (1) the daily average Federal Funds Effective Rate and (2) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, and ; and (ii) 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 Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

Funding by Xxxxxxx; Presumption by Administrative Agent. Unless the Administrative Agent shall have received written notice from a Lender prior to the proposed date of such borrowing any Borrowing that such Lender will not make available to the Administrative Agent such Xxxxxx’s share of such borrowingBorrowing, the Administrative Agent may assume that such Lender Xxxxxx has made such share available on such date in accordance with Section 2.02 or Section 2.05, as applicable, and may, in reliance upon such assumption, make available to the 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 Administrative Agent, then the applicable Lender and the 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 the Borrower to but excluding the date of payment to the Administrative Agent, at (iA) in the case of a payment to be made by such Lender, the greater of the Federal Funds Effective Rate 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 (iiB) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate such Loans. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable borrowing Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such borrowingBorrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

Funding by Xxxxxxx; Presumption by Administrative Agent. Unless the Administrative Agent shall have received written notice from a Lender prior to the proposed date of any Borrowing (or, in the case of any Borrowing of Base Rate Loans, prior to 1:00 p.m. on the date of such borrowing Borrowing) that such Lender will not make available to the Administrative Agent such Xxxxxx’s share of such borrowingBorrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 or (or, in the case of a Borrowing of Base Rate Loans, that such Lender has made such share available in accordance with and at the time required by Section 2.05, as applicable, 2.02) and may, in reliance upon such assumption, make available to the 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 Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative 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 Administrative Agent, at (iA) in the case of a payment to be made by such Lender, the greater of the Federal Funds Effective Rate and a rate determined Overnight Rate, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in accordance connection with banking industry rules on interbank compensationthe foregoing, and (iiB) 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 Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable borrowing Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such borrowingBorrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

Funding by Xxxxxxx; Presumption by Administrative Agent. Unless the Administrative Agent shall have received receives written notice from a Lender prior to the proposed date of such borrowing any Extension of Credit that such Lender will not make available to the Administrative Agent such Xxxxxx’s share of such borrowingExtension of Credit, the Administrative Agent may assume that such Lender Xxxxxx has made such share available on such date in accordance with Section 2.02 or Section 2.05, as applicable, this Agreement and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable borrowing Extension of Credit available |US-DOCS\140878708.9|| to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount 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 Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, compensation and (ii) in the case of a payment to be made by the Borrower, the interest rate applicable to Alternate Base Rate Loans. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable borrowing Extension of Credit to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such borrowingExtension of Credit. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

Funding by Xxxxxxx; Presumption by Administrative Agent. Unless the Administrative Agent shall have received written notice from a Lender prior to the proposed date of such borrowing any Extension of Credit that such Lender will not make available to the Administrative Agent such Xxxxxx’s 's share of such borrowingExtension of Credit, the Administrative Agent may assume that such Lender Xxxxxx has made such share available on such date in accordance with Section 2.02 or Section 2.05, as applicable, this Agreement and may, in reliance upon such assumption, make available to the Borrower Borrowers 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 Administrative Agent, then the applicable Lender and the Borrower Borrowers severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount 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 Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, and (ii) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate Loansthe Loans funded to the Borrowers. If the Borrower Borrowers and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower Borrowers the amount of such interest paid by the Borrower Borrowers for such period. If such Lender pays its share of the applicable borrowing Extension of Credit to the Administrative Agent, then the amount so paid shall constitute such Lender’s 's Loan included in such borrowingExtension of Credit. Any payment by the Borrower Borrowers shall be without prejudice to any claim the Borrower Borrowers may have against a Lender that shall have failed to make such payment to the Administrative Agent.

Funding by Xxxxxxx; Presumption by Administrative Agent. Unless the Administrative Agent shall have received written notice from a Lender (i) in the case of Base Rate Loans, not later than 12:00 noon on the date of any proposed borrowing and (ii) otherwise, prior to the proposed date of such any borrowing that such Lender Xxxxxx will not make available to the Administrative Agent such Xxxxxx’s share of such borrowing, the Administrative Agent may assume that such Lender Xxxxxx has made such share available on such date in accordance with Section 2.02 or Section 2.05, as applicable, 5.2 and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount 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 Administrative Agent, at (iA) in the case of a payment to be made by such Lender, the greater of (x) the daily average Federal Funds Effective Rate and (y) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, compensation and (iiB) 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 Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Term Loan included in such borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

Funding by Xxxxxxx; Presumption by Administrative Agent. Unless the Administrative Agent shall have received written notice from a Lender prior to the proposed date of such borrowing any advance of funds that such Lender will not make available to the Administrative Agent such Xxxxxx’s share of such borrowingadvance, the Administrative Agent may assume that such Lender Xxxxxx has made such share available on such date in accordance with Section 2.02 or Section 2.05, as applicable, the provisions of this Agreement concerning funding by Xxxxxxx and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable borrowing advance available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to shall pay to the Administrative Agent forthwith on demand such corresponding amount 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 Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with prevailing banking industry rules practice on interbank compensation, and (ii) 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 Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable borrowing such amount to the Administrative Agent, then the such amount so paid shall constitute such Lender’s Loan included in such borrowingadvance. If the Lender does not do so forthwith, the Borrower shall pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon at the interest rate applicable to the advance in question. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have has failed to make such payment to the Administrative Agent. 4 Those preparing Credit Agreements should consider whether this exclusion of proceeds of derivatives is appropriate in the particular circumstances of the Credit Agreement. It may be appropriate to provide for sharing of, for example, any net amount available after the termination of all derivatives entered into between the Obligors and a Lender and the setoff of resulting amounts owing by the Obligors and to the Obligors if there is more than one such derivative.

Funding by Xxxxxxx; Presumption by Administrative Agent. Unless the Administrative Agent shall have received written notice from a Lender prior to the proposed date of such In connection with any borrowing that such Lender will not make available to the Administrative Agent such Xxxxxx’s share of such borrowinghereunder, the Administrative Agent may assume that such each Lender has made its respective share of such share borrowing available on such date in accordance with Section 2.02 or Section 2.05, as applicable, 2.15 and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable borrowing Advance available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative 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 Administrative Agent, at (iA) in the case of a payment to be made by such Lender, the greater of the Federal Funds Effective Overnight Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, and (iiB) in the case of a payment to be made by the Borrower, Daily Simple XXXXX Rate plus the interest rate applicable to Base Rate LoansApplicable Margin. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable borrowing Advance to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such borrowingAdvance. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

Funding by Xxxxxxx; Presumption by Administrative Agent. Unless the Administrative Agent shall have received written notice from a Lender prior to 12:00 noon (CT) on the proposed date of such borrowing Borrowing that such Lender will not make available to the Administrative Agent such Xxxxxx’s share of such borrowingBorrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with and at the time required by Section 2.02 or Section 2.05, as applicable, and may, in reliance upon such assumption, make available to the 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 Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand (or within one Business Day with respect to the Borrower) 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 Administrative Agent, at (iA) in the case of a payment to be made by such Lender, the greater of the Federal Funds Effective Rate 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 (iiB) 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 Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable borrowing Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such borrowingBorrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

Funding by Xxxxxxx; Presumption by Administrative Agent. Unless the Administrative Agent shall have received written notice from a Lender prior to the proposed date of such any borrowing of Loans that such Lender will not make available to the Administrative Agent such Xxxxxx’s share of such borrowingthe applicable Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 or Section 2.05, as applicable, and may, in reliance upon such assumption, make available to the 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 Administrative Agent, then the applicable Lender and the Borrower severally agree agrees to pay to the Administrative 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 Administrative Agent, at (iA) in the case of a payment to be made by such Lender, the greater of the Federal Funds Effective Rate and a rate determined NYFRB Rate, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in accordance connection with banking industry rules on interbank compensationthe foregoing, and (iiB) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate Loansthe Loans comprising such Borrowing. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable borrowing Borrowing to the Administrative Agent, then the amount so paid shall constitute such LenderXxxxxx’s Loan included in such borrowingBorrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.