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 notice from a Lender, prior to the proposed date of any Borrowing Tranche of Loans that such Lender will not make available to the Administrative Agent such Xxxxxx’s Ratable Share, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 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 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 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 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 Tranche of Loans to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing 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 any Borrowing Tranche of Loans such borrowing that such Lender will not make available to the Administrative Agent such Xxxxxx’s Ratable Shareshare of such borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.6 (a) 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 Tranche of Loans 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 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 Daily SOFR OptionBase 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 Tranche of Loans borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing Tranche of Loansborrowing. 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 notice from a Lender, prior to the proposed date of any Borrowing Tranche 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), that such Lender will not make available to the Administrative Agent such XxxxxxLender’s Ratable Shareshare of such Borrowing, the Administrative Agent may assume that such Lender Xxxxxx has made such share available on such date in accordance with Section 2.6 2.02 (aor, 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 2.02) 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 Tranche of Loans 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 Effective Federal Funds 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 Loans under the Daily SOFR OptionBase 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 Tranche of Loans to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing Tranche of LoansBorrowing. 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 notice from a LenderLender (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 any Borrowing Tranche of Loans that such Lender will not make available to the Administrative Agent such Xxxxxx’s Ratable Share, the Administrative Agent may assume that such Lender Xxxxxx has made such share available on such date in accordance with Section 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 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 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 such Loan under the Daily SOFR Optionapplicable 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 Tranche of Loans to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing 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 any Borrowing Tranche Extension of Loans Credit that such Lender will not make available to the Administrative Agent such XxxxxxLender’s Ratable Shareshare of such Extension of Credit, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.6 (a) 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 Tranche Extension of Loans 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 Effective Federal Funds 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 Loans under the Daily SOFR OptionAlternate 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 Tranche Extension of Loans Credit to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing Tranche Extension of LoansCredit. 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 notice from a Lender, Lender prior to the proposed date of any Borrowing Tranche of Loans that such Lender will not make available to the Administrative Agent such Xxxxxx’s Ratable Share, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.6 (a) or Section 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 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 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 Daily SOFR Base Rate Option. 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 Tranche of Loans to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing 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 notice from a Lender, Lender prior to the proposed date of any Borrowing Tranche of Loans that such Lender will not make available to the Administrative Agent such Xxxxxx’s Ratable Shareshare of such Borrowing, the Administrative Agent may assume that such Lender Xxxxxx has made such share available on such date in accordance with Section 2.6 (a) 2.02 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 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 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 Effective Federal Funds 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 Loans under the Daily SOFR OptionRate 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 Tranche of Loans to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing Tranche of LoansBorrowing. 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 notice from a Lender, Lender prior to the proposed date of any the Borrowing Tranche of Loans that such Lender will not make available to the Administrative Agent such Xxxxxx’s Ratable Shareshare of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.6 (a) 2.02 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 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 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 Effective Federal Funds 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 Loans under the Daily SOFR OptionBorrowing. 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 Tranche of Loans to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing Tranche of LoansBorrowing. 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 notice from a Lender, Lender prior to the proposed date of any Borrowing Tranche of Loans that such Lender will not make available to the Administrative Agent such Xxxxxx’s Ratable Shareshare of such Borrowing, 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 2.6 2.2 and may (a) and maybut 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 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 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 Effective Federal Funds 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 Loans under the Daily SOFR Optionsuch 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 Tranche of Loans to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing Tranche of LoansBorrowing. 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 notice from a Lender, prior to the proposed date of In connection with any Borrowing Tranche of Loans that such Lender will not make available to the Administrative Agent such Xxxxxx’s Ratable Shareborrowing hereunder, 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 2.6 (a2.3(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 Tranche of Loans 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 Effective Federal Funds 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 Loans under the Daily SOFR OptionBase 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 Tranche of Loans borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing Tranche of Loansborrowing. 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 notice from a Lender, Lender prior to the proposed date of any Borrowing Tranche advance of Loans funds that such Lender will not make available to the Administrative Agent such Xxxxxx’s Ratable Shareshare of such advance, the Administrative Agent may assume that such Lender Xxxxxx has made such share available on such date in accordance with Section 2.6 (a) 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 Tranche of Loans 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 Effective Federal Funds 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 Loans 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 Tranche of Loans such amount to the Administrative Agent, then the such amount so paid shall constitute such Lender’s Loan Accommodation included in such Borrowing Tranche of Loansadvance. 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 notice from a Lender, Lender prior to the proposed date of any Borrowing Tranche of Loans that such Lender will not make available to the Administrative Agent such Xxxxxx’s Ratable Shareshare of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.6 (a) 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 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 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 Effective Federal Funds 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 Loans under the Daily SOFR OptionRate 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 Tranche of Loans to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing Tranche of LoansBorrowing. 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 notice from a Lender, Lender prior to the proposed date of any Borrowing Tranche of Loans Loan, that such Lender will not make available to the Administrative Agent such Xxxxxx’s Ratable Shareshare of such Loan, the Administrative Agent may assume that such Lender Xxxxxx has made such share available on such date in accordance with Section 2.6 (a) 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 Tranche of Loans 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 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 Daily SOFR OptionBase 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 Tranche of Loans Loan to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan share included in such Borrowing Tranche of LoansLoan. 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 notice from a Lender, Lender prior to 12:00 noon on the proposed date of any a Committed Borrowing Tranche of Loans that such Lender will not make available to the Administrative Agent such Xxxxxx’s Ratable Shareshare of such Committed Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.6 2.02 and may (a) and maybut 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 a Committed Borrowing Tranche of Loans 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 Effective Federal Funds 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 Loans under the Daily SOFR OptionBase 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 a Committed Borrowing Tranche of Loans to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing Tranche of Loansthe 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 notice from a Lender, Lender prior to the proposed date of any Borrowing Tranche advance of Loans funds that such Lender will not make available to the Administrative Agent such Xxxxxx’s Ratable Shareshare of such advance, the Administrative Agent may assume that such Lender Xxxxxx has made such share available on such date in accordance with Section 2.6 (a) 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 Tranche of Loans 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 Effective Federal Funds 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 Loans 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 Tranche of Loans such amount to the Administrative Agent, then the such amount so paid shall constitute such Lender’s Loan Accommodation included in such Borrowing Tranche of Loansadvance. 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 notice from a LenderLender (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 any Borrowing Tranche of Loans borrowing that such Lender will not make available to the Administrative Agent such Xxxxxx’s Ratable Shareshare of such borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.6 (aSections 2.3(b) and 2.9 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 Tranche of Loans 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 Effective daily average Federal Funds 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 Loans under the Daily SOFR OptionBase 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 Tranche of Loans borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing Tranche of Loansborrowing. 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 notice from a Lender, Lender prior to the proposed date of any Borrowing Tranche borrowing of Loans that such Lender will not make available to the Administrative Agent such Xxxxxx’s Ratable Shareshare of the applicable Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.6 (a) 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 Tranche of Loans 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 Effective Federal Funds 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 the Loans under the Daily SOFR Optioncomprising 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 Tranche of Loans to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing Tranche of LoansBorrowing. 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 notice from a Lender, Lender prior to the proposed date of any Borrowing Tranche of Loans Advance that such Lender will not make available to the Administrative Agent such Xxxxxx’s Ratable Shareshare of such Advance, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.6 (a) 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 Tranche of Loans 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 Effective 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 Loans under Calculation Period in effect plus the Daily SOFR OptionApplicable 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 Tranche of Loans to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing Tranche of Loans. 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 notice from a Lender, Lender prior to the proposed date of any Borrowing Tranche 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 Loans) that such Lender will not make available to the Administrative Agent such Xxxxxx’s Ratable Shareshare of such Loan, the Administrative Agent may assume that such Lender Xxxxxx has made such share available on such date in accordance with Section 2.6 (a) 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 Tranche of Loans 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 Effective Federal Funds 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 Loans under the Daily SOFR OptionAlternate 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 Tranche of Loans Loan to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing Tranche of LoansLoan. 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 notice from a Lender, Lender prior to the proposed date of any Borrowing Tranche of Loans that such Lender will not make available to the Administrative Agent such Xxxxxx’s Ratable Shareshare of such Borrowing, the Administrative Agent may assume that such Lender Xxxxxx has made such share available on such date in accordance with Section 2.6 (a) 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 Tranche of Loans 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 Effective Federal Funds 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 Loans under SOFR Loans, plus, in either case, any administrative, processing or similar fees customarily charged by the Daily SOFR OptionAdministrative 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 Tranche of Loans to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing Tranche of LoansBorrowing. 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 notice from a Lender, prior to the proposed date of any Borrowing Tranche of Loans that such Lender will not make available to the Administrative Agent such Xxxxxx’s Ratable Share, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 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 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 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 Daily SOFR Base Rate 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 Tranche of Loans to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing 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 notice from a Lender, Lender prior to the proposed date of any Borrowing Tranche borrowing of Loans that such Lender will not make available to the Administrative Agent such Xxxxxx’s Ratable Shareshare of the applicable Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.6 (a) 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 Tranche of Loans 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 Effective Federal Funds 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 the Loans under the Daily SOFR Optioncomprising 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 Tranche of Loans to the Administrative Agent, then the amount so paid shall constitute such LenderXxxxxx’s Loan included in such Borrowing Tranche of LoansBorrowing. 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 notice from a Lender, prior to the proposed date of any Borrowing Tranche of Loans that such Lender will not make available to the Administrative Agent such Xxxxxx’s Ratable Share, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.6 (a) or Section 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 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 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 Daily SOFR Base Rate 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 Tranche of Loans to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing 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 notice from a Lender, Lender prior to the proposed date of any Borrowing Tranche 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 Loans) that such Lender will not make available to the Administrative Agent such Xxxxxx’s Ratable Shareshare of such Loan, the Administrative Agent may assume that such Lender Xxxxxx has made such share available on such date in accordance with Section 2.6 (a) 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 Tranche of Loans 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 Effective Federal Funds 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 Loans under the Daily SOFR OptionAlternate 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 Tranche of Loans Loan to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing Tranche of LoansLoan. 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 notice from a Lender, Lender prior to the proposed date of any Borrowing Tranche advance of Loans funds that such Lender will not make available to the Administrative Agent such Xxxxxx’s Ratable Shareshare of such advance, the Administrative Agent may assume that such Lender Xxxxxx has made such share available on such date in accordance with Section 2.6 (a) 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 Tranche of Loans 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 Effective Federal Funds 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 Loans 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 Tranche of Loans such amount to the Administrative Agent, then the such amount so paid shall constitute such Lender’s Loan included in such Borrowing Tranche of Loansadvance. 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 notice from a Lender, Lender prior to the proposed date of any Borrowing Tranche of Loans that such that Lender will not make available to the Administrative Agent such that Xxxxxx’s Ratable Shareshare of such Borrowing, the Administrative Agent may assume that such Lender that Xxxxxx has made such share available on such date in accordance with Section 2.6 (a) 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 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 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 Effective Federal Funds 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 Loans under the Daily SOFR OptionBase 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 Tranche of Loans to the Administrative Agent, then the amount so paid shall constitute such Lenderthat Xxxxxx’s Loan included in such Borrowing Tranche of LoansBorrowing. 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 notice from a LenderLender (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 any Borrowing Tranche of Loans that such Lender will not make available to the Administrative Agent such Xxxxxx’s Ratable Shareshare of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.6 (a) 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 Tranche of Loans 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 Effective 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 Loans under the Daily SOFR OptionABR 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 Tranche of Loans to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing Tranche of LoansBorrowing. 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 notice from a Lender, prior to the proposed date of any Borrowing Tranche of Loans that such Lender will not make available to the Administrative Agent such Xxxxxx’s Ratable Shareshare of such Borrowing, the Administrative Agent may assume that such Lender Xxxxxx has made such share available on such date in accordance with Section 2.6 (a) 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 Tranche of Loans 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 Effective 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 Loans under the Daily SOFR OptionABR 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 Tranche of Loans to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing Tranche of LoansBorrowing. 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 notice from a Lender, Lender prior to the proposed date of any Borrowing Tranche (or, in the case of Loans any Base Rate Borrowing, prior to 12:00 noon on the date of such Base Rate Borrowing) that such Lender will not make available to the Administrative Agent such XxxxxxLender’s Ratable Shareshare of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.6 (a2.1(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 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 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 Effective Federal Funds 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 Loans under the Daily SOFR Optionapplicable 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 Tranche of Loans to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing Tranche of LoansBorrowing. 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 Tranche Extension of Loans Credit that such Lender will not make available to the Administrative Agent such XxxxxxLender’s Ratable Shareshare of such Extension of Credit, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.6 (a) 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 Tranche Extension of Loans 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 Effective 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 Loans under the Daily SOFR OptionAlternate 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 Tranche Extension of Loans Credit to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing Tranche Extension of LoansCredit. 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 notice from a Lender, Lender prior to the proposed date of any Committed Borrowing Tranche of Loans that such Lender will not make available to the Administrative Agent such Xxxxxx’s Ratable Shareshare of such Committed Borrowing, the Administrative Agent may assume that such Lender Xxxxxx has made such share available on such date in accordance with Section 2.6 (a) 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 Committed Borrowing Tranche of Loans 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 Effective Federal Funds 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 Loans under the Daily SOFR OptionInterest 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 Committed Borrowing Tranche of Loans to the Administrative Agent, then the amount so paid shall constitute such Lender’s Committed Loan included in such Borrowing Tranche of LoansCommitted 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 notice from a Lender, Lender prior to the proposed date of any Borrowing Tranche advance of Loans funds that such Lender will not make available to the Administrative Agent such Xxxxxx’s Ratable Shareshare of such advance, the Administrative Agent may assume that such Lender Xxxxxx has made such share available on such date in accordance with Section 2.6 (a) 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 Tranche of Loans 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 Effective Federal Funds 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 Loans 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 Tranche of Loans such amount to the Administrative Agent, then the such amount so paid shall constitute such Lender’s Loan Accommodation included in such Borrowing Tranche of Loansadvance. 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, Lender prior to 5:00 p.m. one (1) Business Day prior to the proposed date of any Borrowing Tranche Extension of Loans Credit that such Lender will not make available to the Administrative Agent such Xxxxxx’s Ratable Shareshare of such Extension of Credit, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.6 (a) 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 Tranche Extension of Loans 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 Effective Federal Funds 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 Loans under the Daily SOFR OptionAlternate 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 Tranche Extension of Loans Credit to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing Tranche Extension of LoansCredit. 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 notice from a Lender, Lender prior to the proposed date of any Borrowing Tranche of Loans Loan that such Lender will not make available to the Administrative Agent such Xxxxxx’s Ratable Shareshare of such Loan, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.6 (a2.2(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 Tranche of Loans 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 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 Daily SOFR Option. 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 Tranche of Loans to the Administrative Agent, then the amount so paid shall constitute such Lender’s share of such Loan included in such Borrowing Tranche for purposes of Loans. Any payment by 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 notice from a Lender, prior to the proposed date of In connection with any Borrowing Tranche of Loans that such Lender will not make available to the Administrative Agent such Xxxxxx’s Ratable Shareborrowing hereunder, 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 2.6 (a2.03(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 Tranche of Loans 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 Effective Federal Funds 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 Loans under the Daily SOFR OptionBase 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 Tranche of Loans borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing Tranche of Loansborrowing. 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 notice from a Lender, Lender prior to the proposed date of any Borrowing Tranche of Loans that such Lender will not make available to the Administrative Agent such Xxxxxx’s Ratable Shareshare of such Borrowing, the Administrative Agent may assume that such Lender Xxxxxx has made such share available on such date in accordance with Section 2.6 (a) 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 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 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 Effective Federal Funds 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 Loans under the Daily SOFR Optionsuch 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 Tranche of Loans to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing Tranche of LoansBorrowing. 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, Lender prior to the proposed date of any Borrowing Tranche Extension of Loans Credit that such Lender will not make available to the Administrative Agent such Xxxxxx’s Ratable Shareshare of such Extension of Credit, the Administrative Agent may assume that such Lender Xxxxxx has made such share available on such date in accordance with Section 2.6 (a) 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 Tranche Extension of Loans 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 Effective 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 Loans under the Daily SOFR OptionAlternate 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 Tranche Extension of Loans Credit to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing Tranche Extension of LoansCredit. 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 Tranche Extension of Loans Credit that such Lender will not make available to the Administrative Agent such XxxxxxLender’s Ratable Shareshare of such Extension of Credit, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.6 (a) 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 Tranche Extension of Loans 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 Effective Federal Funds 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 Loans under the Daily SOFR OptionABR 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 Tranche Extension of Loans Credit to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing Tranche Extension of LoansCredit. 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 notice from a Lender, Lender prior to 12:00 noon on the proposed date of any such Borrowing Tranche of Loans that such Lender will not make available to the Administrative Agent such Xxxxxx’s Ratable Shareshare of such Borrowing, 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 2.6 (a2.1(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 Tranche of Loans 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 Effective 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 Loans under Applicable Rate, plus, in either case, any administrative, processing or similar fees customarily charged by the Daily SOFR OptionAdministrative 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 Tranche of Loans to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing Tranche of LoansBorrowing. 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 notice from a Lender, Lender prior to the proposed date of any Borrowing Tranche of Term SOFR Loans that such Lender will not make available to the Administrative Agent such Xxxxxx’s Ratable Shareshare of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.6 (a) 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 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 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 Effective Federal Funds 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 Loans under the Daily Term SOFR OptionLoans. 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 Tranche of Loans to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing Tranche of LoansBorrowing. 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 notice from a Lender, Lender prior to the proposed date of any Borrowing Tranche of Loans that such Lender Xxxxxx will not make available to the Administrative Agent such Xxxxxx’s Ratable Shareshare of such Borrowing, the Administrative Agent may assume that such Lender Xxxxxx has made such share available on such date in accordance with Section 2.6 (a) 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 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 LenderXxxxxx, the greater of the Effective Federal Funds 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 Loans under the Daily SOFR OptionABR 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 Tranche of Loans to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan Advance included in such Borrowing Tranche of LoansBorrowing. 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 notice from a Lender, Lender prior to 12:00 noon on the proposed date of any such Borrowing Tranche of Loans that such Lender will not make available to the Administrative Agent such Xxxxxx’s Ratable Shareshare of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.6 (a) 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 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 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 Effective Federal Funds 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 Loans under the Daily SOFR OptionApplicable 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 Tranche of Loans to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing Tranche of LoansBorrowing. 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 notice from a Lender, prior to the proposed date of any Borrowing Tranche of Loans that such Lender will not make available to the Administrative Agent such Xxxxxx’s Ratable Shareshare of a Revolving Credit Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.6 (a) 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 Revolving Credit 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 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 Daily SOFR Optionapplicable 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 Revolving Credit Borrowing Tranche of Loans to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing Tranche of LoansLoan. 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 notice from a Lender, Lender prior to the proposed date of any Borrowing Tranche of Loans borrowing that such Lender will not make available to the Administrative Agent such Xxxxxx’s Ratable Shareshare of such borrowing, the Administrative Agent may assume that such Lender Xxxxxx has made such share available on such date in accordance with Section 2.6 (a2.3(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 Tranche of Loans 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 Effective Federal Funds 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 Loans under the Daily SOFR OptionBase 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 Tranche of Loans borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing Tranche of Loansborrowing. 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 notice from a Lender, Lender prior to the proposed date of any Borrowing Tranche of Loans borrowing that such Lender will not make available to the Administrative Agent such Xxxxxx’s Ratable Shareshare of such borrowing, the Administrative Agent may assume that such Lender Xxxxxx has made such share available on such date in accordance with Section 2.6 (a2.3(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 Tranche of Loans 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 Effective daily average Federal Funds 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 Loans under the Daily SOFR OptionBase 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 Tranche of Loans borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing Tranche of Loansborrowing. 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 notice from a Lender, Lender prior to the proposed date of any Borrowing Tranche advance of Loans funds that such Lender will not make available to the Administrative Agent such Xxxxxx’s Ratable Shareshare of such advance, the Administrative Agent may assume that such Lender Xxxxxx has made such share available on such date in accordance with Section 2.6 (a) 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 Tranche of Loans 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 Effective Federal Funds 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 Loans 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 Tranche of Loans such amount to the Administrative Agent, then the such amount so paid shall constitute such Lender’s Loan Accommodation included in such Borrowing Tranche advance. 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 Loansthe 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 notice from a Lender, Lender prior to the proposed date of any Borrowing Tranche of Loans Funding Date that such Lender will not make available to the Administrative Agent such Xxxxxx’s Ratable Shareshare of the applicable Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.6 (a) 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 Tranche of Loans 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 Effective Federal Funds 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 the Loans under the Daily SOFR Optioncomprising 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 Tranche of Loans to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing Tranche of LoansBorrowing. 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 notice from a Lender, Lender prior to the proposed date of any Borrowing Tranche of Loans that such Lender will not make available to the Administrative Agent such Xxxxxx’s Ratable Shareshare of such Borrowing, the Administrative Agent may assume that such Lender Xxxxxx has made such share available on such date in accordance with Section 2.6 (a) 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 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 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 Effective Federal Funds 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 Loans under of the Daily SOFR Optionapplicable 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 Tranche of Loans to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing Tranche of LoansBorrowing. 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, Lender prior to the proposed date of any Borrowing Tranche Extension of Loans Credit that such Lender will not make available to the Administrative Agent such Xxxxxx’s Ratable Shareshare of such Extension of Credit, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.6 (a) 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 Tranche Extension of Loans 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 Effective 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 Loans under the Daily SOFR OptionAlternate 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 Tranche Extension of Loans Credit to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing Tranche Extension of LoansCredit. 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 notice from a Lender, prior to the proposed date of any Borrowing Tranche 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), that such Lender will not make available to the Administrative Agent such XxxxxxLender’s Ratable Shareshare of such Borrowing, the Administrative Agent may assume that such Lender Xxxxxx has made such share available on such date in accordance with Section 2.6 2.02 (aor, 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 2.02) 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 Tranche of Loans 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 Effective Federal Funds 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 Loans under the Daily SOFR OptionBase 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 Tranche of Loans to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing Tranche of LoansBorrowing. 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, Lender prior to the proposed date of any Borrowing Tranche of Loans Loan Date that such Lender will not make available to the Administrative Agent such Xxxxxx’s Ratable Shareshare, as applicable, of such Borrowing, 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 2.6 (a) the 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 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 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 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 Tranche of Loans to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing 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 any Borrowing Tranche of Loans such borrowing that such Lender will not make available to the Administrative Agent such Xxxxxx’s Ratable Shareshare of such borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.6 (a) 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 Tranche of Loans 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 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 Daily SOFR OptionBase 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 Tranche of Loans borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing Tranche of Loansborrowing. 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 notice from a Lender, prior to the proposed date of any Borrowing Tranche of Loans that such Lender will not make available to the Administrative Agent such Xxxxxx’s Ratable Share, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.6 (a) or Section 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 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 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 Daily SOFR Base Rate 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 Tranche of Loans to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing 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 notice from a Lender, Lender prior to the proposed date of any Borrowing Tranche of Loans that such Lender will not make available to the Administrative Agent such Xxxxxx’s Ratable Shareshare of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.6 (a) 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 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 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 Loans under the Daily SOFR OptionABR 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 Tranche of Loans to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan Advance included in such Borrowing Tranche of LoansBorrowing. 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 notice from a Lender, Lender prior to the proposed date time of any Borrowing Tranche of Loans that such Lender will not make available to the Administrative Agent such Xxxxxx’s Ratable Shareshare of such Borrowing, the Administrative Agent may assume that such Lender Xxxxxx has made such share available on such date in accordance with Section 2.6 (a) 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 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 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 Effective Federal Funds 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 Loans under the Daily SOFR OptionBase 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 Tranche of Loans to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing Tranche of LoansBorrowing. 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 notice from a Lender, Lender prior to the proposed date of any Borrowing Tranche of Loans Advance that such Lender will not make available to the Administrative Agent such Xxxxxx’s Ratable Shareshare of such Advance, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.6 (a) 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 Tranche of Loans 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 Effective 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 Loans under Calculation Period in effect plus the Daily SOFR OptionFacility 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 Tranche of Loans to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing Tranche of Loans. 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 notice from a LenderLender (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 any Borrowing Tranche of Loans borrowing that such Lender will not make available to the Administrative Agent such Xxxxxx’s Ratable Shareshare of such borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.6 (a2.3(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 Tranche of Loans 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 Effective daily average Federal Funds 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 Loans under the Daily SOFR OptionBase 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 Tranche of Loans borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing Tranche of Loansborrowing. 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 notice from a Lender, prior to the proposed date of any Borrowing Tranche of Loans that such Lender will not make available to the Administrative Agent such Xxxxxx’s Ratable Share, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.6 (a) or Section 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 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 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 Daily SOFR Base Rate 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 Tranche of Loans to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing 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 notice from a Lender, prior to the proposed date of any Borrowing Tranche of Loans that such Lender will not make available to the Administrative Agent such Xxxxxx’s Ratable Shareshare of such Borrowing, the Administrative Agent may assume that such Lender Xxxxxx has made such share available on such date in accordance with Section 2.6 (a) 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 Tranche of Loans 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 Effective Federal Funds 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 Loans under the Daily SOFR OptionABR 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 Tranche of Loans to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing Tranche of LoansBorrowing. 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 notice from a LenderLender (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 any Borrowing Tranche of Loans borrowing that such Lender will not make available to the Administrative Agent such Xxxxxx’s Ratable Shareshare of such borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.6 (a2.3(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 Tranche of Loans 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 Effective daily average Federal Funds 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 Loans under the Daily SOFR OptionBase 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 Tranche of Loans borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing Tranche of Loansborrowing. 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 notice from a Lender, Lender prior to the proposed date of any Borrowing Tranche of Loans that such Lender will not make available to the Administrative Agent such Xxxxxx’s Ratable Shareshare of such Borrowing, the Administrative Agent may assume that such Lender Xxxxxx has made such share available on such date in accordance with Section 2.6 (a) 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 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 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 Effective Federal Funds 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 Loans under the Daily SOFR OptionAlternate 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 Tranche of Loans to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing Tranche of LoansBorrowing. 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 notice from a Lender, Lender prior to the proposed date of any the Borrowing Tranche of Loans that such Lender will not make available to the Administrative Agent such Xxxxxx’s Ratable Shareshare of the Borrowing, the Administrative Agent may assume that such Lender Xxxxxx has made such share available on such date in accordance with Section 2.6 (a) 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 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 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 Effective Federal Funds 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 Loans under the Daily SOFR OptionBase 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 Tranche of Loans to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing Tranche of Loansthe 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 notice from a Lender, Lender prior to the proposed date of any Borrowing Tranche of Loans that such Lender will not make available to the Administrative Agent such Xxxxxx’s Ratable Shareshare of such Borrowing, the Administrative Agent may assume that such Lender Xxxxxx has made such share available on such date in accordance with Section 2.6 (a) 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 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 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 Effective Federal Funds 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 Loans under the Daily SOFR OptionRate 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 Tranche of Loans to the Administrative Agent, then the amount so paid shall constitute such Lender’s 50 4887-6582-6072 v.11 Loan included in such Borrowing Tranche of LoansBorrowing. 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, Lender prior to the proposed date of any Borrowing Tranche Extension of Loans Credit that such Lender will not make available to the Administrative Agent such Xxxxxx’s Ratable Shareshare of such Extension of Credit, the Administrative Agent may assume that such Lender Xxxxxx has made such share available on such date in accordance with Section 2.6 (a) 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 Tranche Extension of Loans 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 Effective 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 Loans under the Daily SOFR OptionAlternate 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 Tranche Extension of Loans Credit to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing Tranche Extension of LoansCredit. 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 Tranche Extension of Loans Credit that such Lender will not make available to the Administrative Agent such Xxxxxx’s Ratable Share's share of such Extension of Credit, the Administrative Agent may assume that such Lender Xxxxxx has made such share available on such date in accordance with Section 2.6 (a) 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 Tranche Extension of Loans 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 Effective Federal Funds 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 the Loans under funded to the Daily SOFR OptionBorrowers. 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 Tranche Extension of Loans Credit to the Administrative Agent, then the amount so paid shall constitute such Lender’s 's Loan included in such Borrowing Tranche Extension of LoansCredit. 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 notice from a LenderLender (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 any Borrowing Tranche of Loans borrowing that such Lender Xxxxxx will not make available to the Administrative Agent such Xxxxxx’s Ratable Shareshare of such borrowing, the Administrative Agent may assume that such Lender Xxxxxx has made such share available on such date in accordance with Section 2.6 (a) 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 Tranche of Loans 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 Effective daily average Federal Funds 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 Loans under the Daily SOFR OptionBase 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 Tranche of Loans borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Term Loan included in such Borrowing Tranche of Loansborrowing. 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 notice from a Lender, prior to the proposed date of In connection with any Borrowing Tranche of Loans that such Lender will not make available to the Administrative Agent such Xxxxxx’s Ratable Shareborrowing hereunder, 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 2.6 (a) 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 Tranche of Loans 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 Effective Federal Funds 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 Loans under the Daily SOFR OptionApplicable 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 Tranche of Loans Advance to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing Tranche of LoansAdvance. 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.