Common use of Funding Reliance, etc Clause in Contracts

Funding Reliance, etc. Unless the Agent shall have been notified by telephone, confirmed in writing, by any Lender by 5:00 p.m., New York City time, on the day prior to a Borrowing that such Lender will not make available the amount which would constitute its Percentage of such Borrowing on the date specified therefor, the Agent may assume that such Lender has made such amount available to the Agent and, in reliance upon such assumption, make available to the Borrower a corresponding amount; provided, however, that the Agent shall have no obligation to do so. If such amount is made available by such Lender to the Agent on a date after the date of such Borrowing, such Lender shall pay to the Agent on demand interest on such amount at the Federal Funds Rate for the number of days from and including the date of such Borrowing to the date on which such amount becomes immediately available to the Agent, together with such other compensatory amounts as may be required to be paid by such Lender to the Agent pursuant to the Rules for Interbank Compensation of the Council on International Banking or the Clearinghouse Compensation Committee, as the case may be, as in effect from time to time. A statement of the Agent submitted to any Lender with respect to any amounts owing under this Section 8.2 shall be conclusive, in the absence of manifest error. If such amount is not in fact made available to the Agent by such Lender within three Business Days after the date of such Borrowing, the Agent shall be entitled to recover such amount, with interest thereon at the rate per annum then applicable to the Loans comprising such Borrowing, within five Business Days after demand, from the Borrower. Nothing herein shall be construed to release any Lender from its obligation to make Loans subject to the terms and conditions set forth in this Agreement.

Funding Reliance, etc. Unless the Administrative Agent shall have been notified by telephone, confirmed in writing, by any Lender or Bid Loan Lender by 5:00 3:00 p.m., New York City San Francisco time, on the day prior to a Borrowing that such Lender will not make available the amount which would constitute its Percentage of such Borrowing on the date specified therefor, or such Bid Loan Lender shall not make available the amount of its Bid Loan on the date specified therefor the Administrative Agent may assume that such Lender or Bid Loan Lender, as the case may be, has made such amount available to the Administrative Agent and, in reliance upon such assumption, may (but shall not be obligated to) make available to the applicable Borrower a corresponding amount; provided, however, that the Agent shall have no obligation to do so. If and to the extent that such Lender shall not have made such amount is made available by such Lender to the Agent on a date after the date of such BorrowingAdministrative Agent, such Lender shall pay to the Agent on demand interest on such amount at the Federal Funds Rate for the number of days from and including the date of such Borrowing to the date on which such amount becomes immediately available to the Agent, together with such other compensatory amounts as may be required to be paid by such Lender to the Agent pursuant to the Rules for Interbank Compensation of the Council on International Banking or the Clearinghouse Compensation CommitteeBid Loan Lender, as the case may be, as in effect and the applicable Borrower severally agree to repay the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from time the date the Administrative Agent made such amount available to time. A statement of such Borrower to the Agent submitted to any Lender with respect to any amounts owing under this Section 8.2 shall be conclusive, in the absence of manifest error. If date such amount is not in fact made available repaid to the Agent by such Lender within three Business Days after the date of such BorrowingAdministrative Agent, the Agent shall be entitled to recover such amount, with interest thereon at the interest rate per annum then applicable at the time to the Loans comprising such Borrowing, within five Business Days after demand, from the Borrower. Nothing herein shall be construed to release any Lender from its obligation to make Loans subject to the terms and conditions set forth in this Agreement.

Funding Reliance, etc. Unless the Agent shall have been notified by telephone, confirmed in writing, by any Lender by 5:00 3:00 p.m., New York City California time, on the day prior to a Borrowing that such Lender will not make available the amount which would constitute its Percentage of such Borrowing on the date specified therefor, the Agent may assume that such Lender has made such amount available to the Agent and, in reliance upon such assumption, make available to the Borrower Borrowers a corresponding amount; provided. If and to the extent that such Lender shall not have made such amount available to the Agent, however, that (a) such Lender agrees to repay the Agent shall have no obligation forthwith on demand such corresponding amount together with interest thereon, for each day from the date the Agent made such amount available to do so. If the Borrowers to the date such amount is made available by such Lender repaid to the Agent on a date after Agent, at an interest rate equal for the date first 3 days of such Borrowing, such Lender shall pay period to the Agent on demand interest on such amount at the Federal Funds Rate for from time to time in effect and thereafter at the number of days from and including interest rate applicable at the date of time to Loans comprising such Borrowing to the date on which such amount becomes immediately available to the AgentBorrowing, together with such other compensatory amounts as may be required to be paid by such Lender to the Agent pursuant to under the Rules for Interbank Compensation Cooperation of the Council on International Banking or the Clearinghouse Compensation Committee, as the case may be, as in effect from time to time. A statement of time and (b) the Borrowers agree to repay to the Agent submitted forthwith upon demand such corresponding amount together with interest thereon, for each day from the date the Agent made such amount available to any Lender with respect the Borrowers to any amounts owing under this Section 8.2 shall be conclusive, in the absence of manifest error. If date such amount is not in fact made available repaid to the Agent by such Lender within three Business Days after the date of such BorrowingAgent, the Agent shall be entitled to recover such amount, with interest thereon at the interest rate per annum then applicable at the time to the Loans comprising such Borrowing, within five Business Days after demand, from the Borrower. Nothing herein shall be construed to release any Lender from its obligation to make Loans subject to the terms and conditions set forth in this Agreement.

Funding Reliance, etc. Unless the Administrative Agent shall have been notified by telephone, confirmed in writing, by any Lender by 5:00 2:00 p.m., New York City San Francisco time, on the day prior to a Borrowing or disbursement with respect to a Letter of Credit pursuant to Section 2.6.2 that such Lender will not make available the amount which would constitute its Percentage of such Borrowing on the date specified therefor, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent and, in reliance upon such assumption, make available to the Borrower a corresponding amount; provided, however, that the Agent shall have no obligation to do so. If and to the extent that such Lender shall not have made such amount available to the Administrative Agent, such Lender and the Borrower severally agree to repay the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date the Administrative Agent made such amount available to the Borrower to the date such amount is made available by such Lender repaid to the Agent on a date after Administrative Agent, at the date of interest rate applicable at the time to Loans comprising such Borrowing, such Lender shall pay to the Agent on demand interest on such amount at the Federal Funds Rate for the number of days from and including the date of such Borrowing to the date on which such amount becomes immediately available to the Agent, together with such other compensatory amounts as may be required to be paid by such Lender to the Agent pursuant to the Rules for Interbank Compensation of the Council on International Banking or the Clearinghouse Compensation Committee, as the case may be, as in effect from time to time. A statement of the Agent submitted to any Lender with respect to any amounts owing under this Section 8.2 shall be conclusive, in the absence of manifest error. If such amount is not in fact made available to the Agent by such Lender within three Business Days after the date of such Borrowing, the The Administrative Agent shall be entitled to recover such amountrely upon any certification, notice or other communication (including any thereof by telephone, telecopier, telex, telegram or cable) believed by it to be genuine and correct and to have been signed or sent by or on behalf of the proper Person or Persons, and upon advice and statements of legal counsel (which may be counsel for Borrower), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent shall not be required in any way to determine the identity or authority of any Person delivering or executing the same. As to any matters not expressly provided for by this Agreement or any other Loan Document, the Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, hereunder and thereunder in accordance with interest thereon at instructions of the rate per annum then applicable Required Lenders, and any action taken or failure to the Loans comprising such Borrowing, within five Business Days after demand, from the Borrower. Nothing herein act pursuant thereto shall be construed binding on all of the Lenders. Pursuant to release instructions of the Required Lenders, the Administrative Agent shall have the authority to execute releases of the applicable Loan Documents on behalf of the Lenders without the joinder of any Lender from Lender. If any order, writ, judgment or decree shall be made or entered by any court affecting the rights, duties and obligations of the Administrative Agent under this Agreement or any other Loan Document, then and in any of such events the Administrative Agent is authorized, in its obligation sole discretion, to make Loans subject to rely upon and comply with such order, writ, judgment or decree which it is advised by legal counsel of its own choosing is binding upon it under the terms and conditions set forth in of this Agreement., the relevant Loan Document or otherwise; and if the Administrative Agent complies with any such

Funding Reliance, etc. Unless the Administrative Agent shall have been notified by telephone, confirmed in writing, by any Lender by 5:00 p.m.10:30 a.m., New York City Cleveland time, on the at least one day prior to a Borrowing an Advance, that such Lender will not make available the amount which would constitute its Pro Rata Percentage of such Borrowing Advance on the date specified therefor, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent and, in reliance upon such assumption, make available to the Borrower Borrowers a corresponding amount; provided. If and to the extent that such Lender shall not have made such amount available to the Administrative Agent, howeversuch Lender and the Borrowers severally agree to repay the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, that for each day from the date the Administrative Agent made such amount available to the Borrowers to the date such amount is repaid to the Administrative Agent, at the interest rate applicable at the time to Advances. Notwithstanding the foregoing, if the Administrative Agent shall have no obligation to do so. If such amount is made available been notified in any fashion by a Lender that such Lender will not be making any particular Advance (irrespective of whether under the circumstances the Administrative Agent Credit Agreement would have been entitled, under the first sentence of this Section, to the Agent on a date after the date of such Borrowing, assume that such Lender would be making the Advance) or if a Lender has not deposited same day funds with the Administrative Agent as required by Section 2.02, the Administrative Agent shall pay to the Agent on demand interest on such amount at the Federal Funds Rate for the number of days from and including the date of such Borrowing to the date on which such amount becomes immediately available to the Agent, together with such other compensatory amounts as may not be required to be paid by such Lender to the Agent pursuant to the Rules for Interbank Compensation of the Council make an Advance on International Banking or the Clearinghouse Compensation Committee, as the case may be, as in effect from time to time. A statement of the Agent submitted to any Lender with respect to any amounts owing under this Section 8.2 shall be conclusive, in the absence of manifest error. If such amount is not in fact made available to the Agent by such Lender within three Business Days after the date behalf of such Borrowing, the Agent shall be entitled to recover such amount, with interest thereon at the rate per annum then applicable to the Loans comprising such Borrowing, within five Business Days after demand, from the BorrowerLender. Nothing herein shall be construed to release any Lender from its No Lender's obligation to make Loans subject an Advance shall be affected by any other Lender's failure to the terms and conditions set forth in this Agreementmake any Advance.

Funding Reliance, etc. Unless the Administrative Agent shall have been notified by telephone, confirmed in writing, by any Lender by 5:00 2:00 p.m., New York City San Francisco time, on the day prior to a Borrowing or disbursement with respect to a Letter of Credit pursuant to Section 2.6.2 that such Lender will not make available the amount which would constitute its Percentage of such Borrowing on the date specified therefor, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent and, in reliance upon such assumption, make available to the Borrower a corresponding amount; provided, however, that the Agent shall have no obligation to do so. If and to the extent that such Lender shall not have made such amount available to the Administrative Agent, such Lender and the Borrower severally agree to repay the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date the Administrative Agent made such amount available to the Borrower to the date such amount is made available by such Lender repaid to the Agent on a date after Administrative Agent, at the date of interest rate applicable at the time to Loans comprising such Borrowing, such Lender shall pay to the Agent on demand interest on such amount at the Federal Funds Rate for the number of days from and including the date of such Borrowing to the date on which such amount becomes immediately available to the Agent, together with such other compensatory amounts as may be required to be paid by such Lender to the Agent pursuant to the Rules for Interbank Compensation of the Council on International Banking or the Clearinghouse Compensation Committee, as the case may be, as in effect from time to time. A statement of the Agent submitted to any Lender with respect to any amounts owing under this Section 8.2 shall be conclusive, in the absence of manifest error. If such amount is not in fact made available to the Agent by such Lender within three Business Days after the date of such Borrowing, the The Administrative Agent shall be entitled to recover such amountrely upon any certification, notice or other communication (including any thereof by telephone, telecopier, telex, telegram or cable) believed by it to be genuine and correct and to have been signed or sent by or on behalf of the proper Person or Persons, and upon advice and statements of legal counsel (which may be counsel for Borrower), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent shall not be required in any way to determine the identity or authority of any Person delivering or executing the same. As to any matters not expressly provided for by this Agreement or any other Loan Document, the Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, hereunder and thereunder in accordance with interest thereon at instructions of the rate per annum then applicable Required Lenders, and any action taken or failure to the Loans comprising such Borrowing, within five Business Days after demand, from the Borrower. Nothing herein act pursuant thereto shall be construed binding on all of the Lenders. Pursuant to release instructions of the Required Lenders, the Administrative Agent shall have the authority to execute releases of the applicable Loan Documents on behalf of the Lenders without the joinder of any Lender. If any order, writ, judgment or decree shall be made or entered by any court affecting the rights, duties and obligations of the Administrative Agent under this Agreement or any other Loan Document, then and in any of such events the Administrative Agent is authorized, in its sole discretion, to rely upon and comply with such order, writ, judgment or decree which it is advised by legal counsel of its own choosing is binding upon it under the terms of this Agreement, the relevant Loan Document or otherwise; and if the Administrative Agent complies with any such order, writ, judgment or decree, then it shall not be liable to any Lender from its obligation or to make Loans subject to the terms and conditions any other Person by reason of such compliance even though such order, writ, judgment or decree may be subsequently reversed, modified, annulled, set forth in this Agreementaside or vacated.

Funding Reliance, etc. Unless the Administrative Agent shall have been notified by telephone, confirmed in writing, by any Lender (x) in respect of Base Rate Loans, by 5:00 1:00 p.m., New York City time on the day of a Borrowing any (y) in respect of LIBOR Loans by 4:00 p.m., New York time, on the day prior to a Borrowing or disbursement with respect to a Letter of Credit pursuant to Section 2.6.2, in each case that such Lender will not make available the amount which would constitute its Percentage of such Borrowing on the date specified therefor, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent and, in reliance upon such assumption, make available to the Borrower a corresponding amount; provided. If and to the extent that such Lender shall not have made such amount available to the Administrative Agent, howeversuch Lender severally agrees, that and the Borrower agrees, to repay the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date the Administrative Agent made such amount available to the Borrower to the date such amount is repaid to the Administrative Agent, at the interest rate applicable at the time to Loans comprising such Borrowing. Unless the Administrative Agent shall have no obligation to do so. If such amount is made available by such Lender to received notice from the Agent on a date after the date of such Borrowing, such Lender shall pay to the Agent on demand interest on such amount at the Federal Funds Rate for the number of days from and including the date of such Borrowing Borrower prior to the date on which such amount becomes immediately available any payment is due to the AgentAdministrative Agent for the account of the Lenders or an Issuer hereunder that the Borrower will not make such payment, together with the Administrative Agent may assume that the Borrower has made such other compensatory amounts as may be required to be paid by payment on such Lender date in accordance herewith and may, in reliance upon such assumption, distribute to the Agent pursuant to the Rules for Interbank Compensation of the Council on International Banking Lenders or the Clearinghouse Compensation Committeeapplicable Issuer, as the case may be, as in effect from time to timethe amount due. A statement of In such event, if the Agent submitted to any Lender with respect to any amounts owing under this Section 8.2 shall be conclusive, in the absence of manifest error. If such amount is Borrower has not in fact made available such payment, then each of the Lenders or the applicable Issuer, as the case may be, severally agrees to repay to the Administrative Agent by forthwith on demand the amount so distributed to such Lender within three Business Days after or the Issuer, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of such Borrowingpayment to the Administrative Agent, the Agent shall be entitled to recover such amount, with interest thereon at the greater of the Federal Funds Rate and a rate per annum then applicable to determined by the Loans comprising such Borrowing, within five Business Days after demand, from the Borrower. Nothing herein shall be construed to release any Lender from its obligation to make Loans subject to the terms and conditions set forth Administrative Agent in this Agreementaccordance with banking industry rules on interbank compensation.

Funding Reliance, etc. Unless the Administrative Agent shall have been notified by telephone, confirmed in writing, writing by any Lender by 5:00 p.m., New York City time, (a) 3:00 p.m. on the day Business Day prior to a Revolving Loan Borrowing (or by 11:00 a.m. on the date of a Borrowing in the case of a “same-day” Borrowing of Base Rate Loans) or (b) 5:00 p.m. on the Business Day prior to a Competitive Bid Loan Borrowing that such Lender will not make available the amount which would constitute its Percentage of such Borrowing Borrowing, in the case of Revolving Loans, or the amount of its Competitive Bid Loan Offer that has been accepted by the Borrower, in the case of Competitive Bid Loans, in either case on the date specified therefor, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent and, in reliance upon such assumption, make available to the Borrower a corresponding amount; provided, however, that the Agent shall have no obligation to do so. If and to the extent that such Lender shall not have made such amount available to the Administrative Agent, such Lender and the Borrower severally agree to repay the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date the Administrative Agent made such amount available to the Borrower to the date such amount is made available by such Lender repaid to the Agent on Administrative Agent, at the interest rate applicable at the time to Loans comprising such Borrowing (in the case of the Borrower) and (in the case of a date after the date of such BorrowingLender), such Lender shall pay to the Agent on demand interest on such amount at the Federal Funds Rate (for the number of days from and including the date of such Borrowing to the date on first two Business Days after which such amount becomes immediately available to the Agenthas not been repaid), together with such other compensatory amounts as may be required to be paid by such Lender to the Agent pursuant to the Rules for Interbank Compensation of the Council on International Banking or the Clearinghouse Compensation Committee, as the case may be, as in effect from time to time. A statement of the Agent submitted to any Lender with respect to any amounts owing under this Section 8.2 shall be conclusive, in the absence of manifest error. If such amount is not in fact made available to the Agent by such Lender within three Business Days after the date of such Borrowing, the Agent shall be entitled to recover such amount, with interest thereon and thereafter at the interest rate per annum then applicable to the Loans comprising such Borrowing, within five Business Days after demand, from the Borrower. Nothing herein shall be construed to release any Lender from its obligation to make Loans subject to the terms and conditions set forth in this Agreement.

Funding Reliance, etc. Unless the Agent shall have been notified by telephone, confirmed in writing, by any Lender by 5:00 3:00 p.m., New York City Atlanta, Georgia time, on the day prior to a Borrowing that such Lender will not make available the amount which would constitute its Working Capital Loan Percentage of such Borrowing the Working Capital Facility Loans on the date specified therefor, the Agent may assume that such Lender has made such amount available to the Agent and, in reliance upon such assumption, make available to the Borrower Borrowers a corresponding amount; provided, however, that the Agent shall have no obligation to do so. If such amount is made available by such Lender to the Agent on a date after the date of such Borrowing, such Lender shall pay to the Agent on demand interest on such amount at the Federal Funds Rate for the number of days from and including the date of such Borrowing to the date on which such amount becomes immediately available to the Agent, together with such other compensatory amounts as may be required to be paid by such Lender to the Agent pursuant to the Rules for Interbank Compensation of the Council on International Banking or the Clearinghouse Compensation Committee, as the case may be, as in effect from time to time. A statement of the Agent submitted to any Lender with respect to any amounts owing under this Section 8.2 shall be conclusive, in the absence of manifest error. If such amount is not in fact made available to the Agent by such Lender within three (3) Business Days after the date of such Borrowing, the Agent shall be entitled to recover such amount, with interest thereon at the rate per annum then applicable to the Loans comprising such Borrowing, within five Business Days after demand, from the Borrower. Nothing herein shall be construed to release any Lender from its obligation to make Loans subject to the terms and conditions set forth in this AgreementBorrowers.

Funding Reliance, etc. Unless the Agent shall have been notified by telephone, confirmed in writing, by any Lender by 5:00 p.m., New York City time, on the day prior to a Borrowing that such Lender will not make available the amount which would constitute its Percentage of such Borrowing on the date specified therefor, the Agent may assume that such Lender has made such amount available to the Agent and, in reliance upon such assumption, make available to the Borrower a corresponding amount; providedPROVIDED, howeverHOWEVER, that the Agent shall have no obligation to do so. If such amount is made available by such Lender to the Agent on a date after the date of such Borrowing, such Lender shall pay to the Agent on demand interest on such amount at the Federal Funds Rate for the number of days from and including the date of such Borrowing to the date on which such amount becomes immediately available to the Agent, together with such other compensatory amounts as may be required to be paid by such Lender to the Agent pursuant to the Rules for Interbank Compensation of the Council on International Banking or the Clearinghouse Compensation Committee, as the case may be, as in effect from time to time. A statement of the Agent submitted to any Lender with respect to any amounts owing under this Section SECTION 8.2 shall be conclusive, in the absence of manifest error. If such amount is not in fact made available to the Agent by such Lender within three Business Days after the date of such Borrowing, the Agent shall be entitled to recover such amount, with interest thereon at the rate per annum then applicable to the Loans comprising such Borrowing, within five Business Days after demand, from the Borrower. Nothing herein shall be construed to release any Lender from its obligation to make Loans subject to the terms and conditions set forth in this Agreement.

Funding Reliance, etc. Unless the Agent shall have been notified by telephone, confirmed in writing, by any Lender by 5:00 p.m., New York City time, on the day prior to a Borrowing that such Lender will not make available the amount which would constitute its Percentage of such Borrowing on the date specified therefor, the Agent may assume that such Lender has made such amount available to the Agent and, in reliance upon such assumption, make available to the Borrower a corresponding amount; provided, however, that the Agent shall have no obligation to do so. If such amount is made available by such Lender to the Agent on a date after the date of such Borrowing, such Lender shall pay to the Agent on demand interest on such amount at the Federal Funds Rate for the number of days from and including the date of such Borrowing to the date on which such amount becomes immediately available to the Agent, together with such other compensatory amounts as may be required to be paid by such Lender to the Agent pursuant to the Rules for Interbank Compensation of the Council on International Banking or the Clearinghouse Compensation Committee, as the case may be, as in effect from time to time. A statement of the Agent submitted to any Lender with respect to any amounts owing under this Section 8.2 shall be conclusive, in the absence of manifest error. If such amount is not in fact made available to the Agent by such Lender within three Business Days after the date of such Borrowing, the Agent shall be entitled to recover such amount, with interest thereon at the rate per annum then applicable to the Loans comprising such Borrowing, within five Business Days after demand, from the Borrower. Nothing herein shall be construed to release any Lender from its obligation to make Loans subject to the terms and conditions set forth in this Agreement.

Funding Reliance, etc. Unless the Agent shall have been notified by telephone, confirmed in writing, by any Lender by 5:00 3:00 p.m., New York City time, on the day prior to a Borrowing that such Lender will not make available the amount which would constitute its Loan Percentage of such Borrowing the Facility Loans on the date specified therefor, the Agent may assume that such Lender has made such amount available to the Agent and, in reliance upon such assumption, make available to the Borrower a corresponding amount; provided, however, that the Agent shall have no obligation to do so. If such amount is made available by such Lender to the Agent on a date after the date of such Borrowing, such Lender shall pay to the Agent on demand interest on such amount at the Federal Funds Rate for the number of days from and including the date of such Borrowing to the date on which such amount becomes immediately available to the Agent, together with such other compensatory amounts as may be required to be paid by such Lender to the Agent pursuant to the Rules for Interbank Compensation of the Council on International Banking or the Clearinghouse Compensation Committee, as the case may be, as in effect from time to time. A statement of the Agent submitted to any Lender with respect to any amounts owing under this Section 8.2 shall be conclusive, in the absence of manifest error. If such amount is not in fact made available to the Agent by such Lender within three (3) Business Days after the date of such Borrowing, the Agent shall be entitled to recover such amount, with interest thereon at the rate per annum then applicable to the Loans comprising such Borrowing, within five Business Days after demand, from the Borrower. Nothing herein shall be construed to release any Lender from its obligation to make Loans subject to the terms and conditions set forth in this Agreement.

Funding Reliance, etc. Unless the Administrative Agent shall have been notified by telephone, confirmed in writing, writing by any Lender by 5:00 p.m., New York City time, 3:00 p.m. on the day Business Day prior to a Borrowing that such Lender will not make available the amount which would constitute its Percentage of such Borrowing on the date specified therefor, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent and, in reliance upon such assumption, make available to the Borrower a corresponding amount; provided, however, that the Agent shall have no obligation to do so. If and to the extent that such Lender shall not have made such amount available to the Administrative Agent, such Lender and the Borrower severally agree to repay the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date the Administrative Agent made such amount available to the Borrower to the date such amount is made available by such Lender repaid to the Agent on Administrative Agent, at the interest rate applicable at the time to Loans comprising such Borrowing (in the case of the Borrower) and (in the case of a date after the date of such BorrowingLender), such Lender shall pay to the Agent on demand interest on such amount at the Federal Funds Rate (for the number of days from and including the date of such Borrowing to the date on first two Business Days after which such amount becomes immediately available to the Agenthas not been repaid), together with such other compensatory amounts as may be required to be paid by such Lender to the Agent pursuant to the Rules for Interbank Compensation of the Council on International Banking or the Clearinghouse Compensation Committee, as the case may be, as in effect from time to time. A statement of the Agent submitted to any Lender with respect to any amounts owing under this Section 8.2 shall be conclusive, in the absence of manifest error. If such amount is not in fact made available to the Agent by such Lender within three Business Days after the date of such Borrowing, the Agent shall be entitled to recover such amount, with interest thereon and thereafter at the interest rate per annum then applicable to the Loans comprising such Borrowing. If the Borrower is required to repay any amount pursuant to this Section, within five Business Days after demand, from the Borrower. Nothing herein Borrower shall be construed subrogated to release any Lender from its obligation all rights of the Administrative Agent with respect to the Lender’s failure to make Loans subject to the terms such amount available, and conditions set forth in this Agreementany rights against such Lender shall survive any assignment by such Lender under Section 11.11.

Funding Reliance, etc. Unless the Agent shall have been notified by telephone, confirmed in writing, by any Lender by 5:00 p.m., New York City time, on the day prior to a Borrowing that such Lender will not make available the amount which would constitute its Term Loan Percentage of such Borrowing the Term Loans and its Working Capital Facility Percentage of the Working Capital Facility Loans on the date specified therefor, the Agent may assume that such Lender has made such amount available to the Agent and, in reliance upon such assumption, make available to the Borrower a corresponding amount; provided, however, that the Agent shall have no obligation to do so. If such amount is made available by such Lender to the Agent on a date after the date of such Borrowing, such Lender shall pay to the Agent on demand interest on such amount at the Federal Funds Rate for the number of days from and including the date of such Borrowing to the date on which such amount becomes immediately available to the Agent, together with such other compensatory amounts as may be required to be paid by such Lender to the Agent pursuant to the Rules for Interbank Compensation of the Council on International Banking or the Clearinghouse Compensation Committee, as the case may be, as in effect from time to time. A statement of the Agent submitted to any Lender with respect to any amounts owing under this Section 8.2 shall be conclusive, in the absence of manifest error. If such amount is not in fact made available to the Agent by such Lender within three (3) Business Days after the date of such Borrowing, the Agent shall be entitled to recover 105 such amount, with interest thereon at the rate per annum then applicable to the Loans comprising such Borrowing, within five (5) Business Days after demand, from the Borrower. Nothing herein shall be construed to release any Lender from its obligation to make Loans subject to the terms and conditions set forth in this Agreement.

Funding Reliance, etc. Unless the Administrative Agent shall have been notified by telephone, confirmed in writing, by any Lender by 5:00 p.m.10:30 a.m., New York City Cleveland time, on the at least one day prior to a Borrowing an Advance, that such Lender will not make available the amount which would constitute its Pro Rata Percentage of such Borrowing Advance on the date specified therefor, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent and, in reliance upon such assumption, make available to the Borrower Borrowers a corresponding amount; provided. If and to the extent that such Lender shall not have made such amount available to the Administrative Agent, howeversuch Lender and the Borrowers severally agree to repay the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, that for each day from the date the Administrative Agent made such amount available to the Borrowers to the date such amount is repaid to the Administrative Agent, at the interest rate applicable at the time to Advances. Notwithstanding the foregoing, if the Administrative Agent shall have no obligation to do so. If such amount is made available been notified in any fashion by a Lender that such Lender will not be making any particular Advance (irrespective of whether under the circumstances the Administrative Agent would have been entitled, under the first sentence of this Section, to the Agent on a date after the date of such Borrowing, assume that such Lender would be making the Advance) or if a Lender has not deposited same day funds with the Administrative Agent as required by Section 2.02, the Administrative Agent shall pay to the Agent on demand interest on such amount at the Federal Funds Rate for the number of days from and including the date of such Borrowing to the date on which such amount becomes immediately available to the Agent, together with such other compensatory amounts as may not be required to be paid by such Lender to the Agent pursuant to the Rules for Interbank Compensation of the Council make an Advance on International Banking or the Clearinghouse Compensation Committee, as the case may be, as in effect from time to time. A statement of the Agent submitted to any Lender with respect to any amounts owing under this Section 8.2 shall be conclusive, in the absence of manifest error. If such amount is not in fact made available to the Agent by such Lender within three Business Days after the date behalf of such Borrowing, the Agent shall be entitled to recover such amount, with interest thereon at the rate per annum then applicable to the Loans comprising such Borrowing, within five Business Days after demand, from the BorrowerLender. Nothing herein shall be construed to release any Lender from its No Lender's obligation to make Loans subject an Advance shall be affected by any other Lender's failure to the terms and conditions set forth in this Agreementmake any Advance.

Funding Reliance, etc. Unless the Agent shall have been notified by telephone, confirmed in writing, by any Lender by 5:00 p.m., New York City time, on the day prior to a Borrowing that such Lender will not make available the amount which would constitute its Term Loan Percentage of such Borrowing the Term Loans and its Expansion Facility Percentage of the Expansion Facility Loans on the date specified therefor, the Agent may assume that such Lender has made such amount available to the Agent and, in reliance upon such assumption, make available to the Borrower a corresponding amount; provided, however, that the Agent shall have no obligation to do so. If such amount is made available by such Lender to the Agent on a date after the date of such Borrowing, such Lender shall pay to the Agent on demand interest on such amount at the Federal Funds Rate for the number of days from and including the date of such Borrowing to the date on which such amount becomes immediately available to the Agent, together with such other compensatory amounts as may be required to be paid by such Lender to the Agent pursuant to the Rules for Interbank Compensation of the Council on International Banking or the Clearinghouse Compensation Committee, as the case may be, as in effect from time to time. A statement of the Agent submitted to any Lender with respect to any amounts owing under this Section 8.2 Section8.2 shall be conclusive, in the absence of manifest error. If such amount is not in fact made available to the Agent by such Lender within three Business Days after the date of such Borrowing, the Agent shall be entitled to recover such amount, with interest thereon at the rate per annum then applicable to the Loans comprising such Borrowing, within five Business Days after demand, from the Borrower. Nothing herein shall be construed to release any Lender from its obligation to make Loans subject to the terms and conditions set forth in this Agreement.

Funding Reliance, etc. Unless the Administrative Agent shall have been notified by telephone, confirmed in writing, by any Lender by 5:00 3:00 p.m., New York City California time, on the day prior to a Borrowing that such Lender will not make available the amount which would constitute its Percentage of such Borrowing on the date specified therefor, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent and, in reliance upon such assumption, make available to the Borrower Borrowers a corresponding amount; provided, however, that the Agent shall have no obligation to do so. If and to the extent that such Lender shall not have made such amount available to the Administrative Agent, (a) such Lender agrees to repay the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date the Administrative Agent made such amount available to the Borrowers to the date such amount is made available by such Lender repaid to the Agent on a date after Administrative Agent, at an interest rate equal for the date first 3 days of such Borrowing, such Lender shall pay period to the Agent on demand interest on such amount at the Federal Funds Rate for from time to time in effect and thereafter at the number of days from and including interest rate applicable at the date of time to Loans comprising such Borrowing to the date on which such amount becomes immediately available to the AgentBorrowing, together with such other compensatory amounts as may be required to be paid by such Lender to the Administrative Agent pursuant to under the Rules for Interbank Compensation Cooperation of the Council on International Banking or the Clearinghouse Compensation Committee, as the case may be, as in effect from time to time. A statement of time and (b) the Borrowers agree to repay to the Administrative Agent submitted forthwith upon demand such corresponding amount together with interest thereon, for each day from the date the Administrative Agent made such amount available to any Lender with respect the Borrowers to any amounts owing under this Section 8.2 shall be conclusive, in the absence of manifest error. If date such amount is not in fact made available repaid to the Agent by such Lender within three Business Days after the date of such BorrowingAdministrative Agent, the Agent shall be entitled to recover such amount, with interest thereon at the interest rate per annum then applicable at the time to the Loans comprising such Borrowing, within five Business Days after demand, from the Borrower. Nothing herein shall be construed to release any Lender from its obligation to make Loans subject to the terms and conditions set forth in this Agreement.

Funding Reliance, etc. Unless the Administrative Agent shall have been notified by telephone, confirmed in writing, by any Lender by 5:00 p.m., New York City Atlanta time, on the day prior to a Borrowing Borrowing, that such Lender will not make available the amount which would constitute its Percentage of such Borrowing on the date specified therefor, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent and, in reliance upon such assumption, make available to the Borrower a corresponding amount; provided, however, that the Agent shall have no obligation to do so. If such amount is made available by such Lender to the Administrative Agent on a date after the date of such Borrowing, such Lender shall pay to the Administrative Agent on demand interest on such amount at the daily average Federal Funds Rate funds rate quoted by the Administrative Agent for the number of days from and including the date of such Borrowing to the date on which such amount becomes immediately available to the Administrative Agent, together with such other compensatory amounts as may be required to be paid by such Lender to the Agent pursuant to the Rules for Interbank Compensation of the Council on International Banking or the Clearinghouse Compensation Committee, as the case may be, as in effect from time to time. A statement of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section 8.2 paragraph shall be conclusive, in the absence of manifest demonstrable error. If such amount is not in fact made available to the Administrative Agent by such Lender within three Business Days after the date of such Borrowing, the Administrative Agent shall be entitled to recover such amount, with interest thereon at the rate per annum then applicable to the Loans comprising such Borrowing, within five Business Days after demand, from the Borrower. Nothing herein shall be construed to release any Lender from its obligation to make Loans subject to the terms and conditions set forth in this Agreement.

Funding Reliance, etc. Unless the Agent shall have been notified by telephone, confirmed in writing, by any Lender by 5:00 p.m., New York City time, on the day prior to a Borrowing that such Lender will not make available the amount which would constitute its Revolving Percentage of such Borrowing on the date specified therefor, the Agent may assume that such Lender has made such amount available to the Agent and, in reliance upon such assumption, make available to the Borrower a corresponding amount; provided, however, that the Agent shall have no obligation to do so. If such amount is made available by such Lender to the Agent on a date after the date of such Borrowing, such Lender shall pay to the Agent on demand interest on such amount at the Federal Funds Rate for the number of days from and including the date of such Borrowing to the date on which such amount becomes immediately available to the Agent, together with such other compensatory amounts as may be required to be paid by such Lender to the Agent pursuant to the Rules for Interbank Compensation of the Council on International Banking or the Clearinghouse Compensation Committee, as the case may be, as in effect from time to time. A statement of the Agent submitted to any Lender with respect to any amounts owing under this Section 8.2 9.2 shall be conclusive, in the absence of manifest error. If such amount is not in fact made available to the Agent by such Lender within three Business Days after the date of such Borrowing, the Agent shall be entitled to recover such amount, with interest thereon at the rate per annum then applicable to the Loans comprising such Borrowing, within five Business Days after demand, from the Borrower. Nothing herein shall be construed to release any Lender from its obligation to make Loans subject to the terms and conditions set forth in this Agreement.

Funding Reliance, etc. Unless the Administrative Agent shall have been notified by telephone, confirmed in writing, by any Lender by 5:00 3:00 p.m., New York City Denver time, on the day prior to a Borrowing or disbursement with respect to a Letter of Credit pursuant to Section 2.6.2 that such Lender will not make available the amount which would constitute its Percentage of such Borrowing on the date specified therefor, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent and, in reliance upon such assumption, make available to the Borrower a corresponding amount; provided, however, that the Agent shall have no obligation to do so. If and to the extent that such Lender shall not have made such amount available to the Administrative Agent, such Lender and the Borrower severally agree to repay the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date the Administrative Agent made such amount available to the Borrower to the date such amount is made available by such Lender repaid to the Agent on a date after Administrative Agent, at the date of interest rate applicable at the time to Loans comprising such Borrowing, such Lender shall pay to the Agent on demand interest on such amount at the Federal Funds Rate for the number of days from and including the date of such Borrowing to the date on which such amount becomes immediately available to the Agent, together with such other compensatory amounts as may be required to be paid by such Lender to the Agent pursuant to the Rules for Interbank Compensation of the Council on International Banking or the Clearinghouse Compensation Committee, as the case may be, as in effect from time to time. A statement of the Agent submitted to any Lender with respect to any amounts owing under this Section 8.2 shall be conclusive, in the absence of manifest error. If such amount is not in fact made available to the Agent by such Lender within three Business Days after the date of such Borrowing, the The Administrative Agent shall be entitled to recover such amountrely upon any certification, notice or other communication (including any thereof by telephone, telecopier, telex, telegram or cable) believed by it to be genuine and correct and to have been signed or sent by or on behalf of the proper Person or Persons, and upon advice and statements of legal counsel (which may be counsel for Borrower), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent shall not be required in any way to determine the identity or authority of any Person delivering or executing the same. As to any matters not expressly provided for by this Agreement or any other Loan Document, the Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, hereunder and thereunder in accordance with interest thereon at instructions of the rate per annum then applicable Required Lenders, and any action taken or failure to the Loans comprising such Borrowing, within five Business Days after demand, from the Borrower. Nothing herein act pursuant thereto shall be construed binding on all of the Lenders. Pursuant to release instructions of the Required Lenders, the Administrative Agent shall have the authority to execute releases of the applicable Loan Documents on behalf of the Lenders without the joinder of any Lender. If any order, writ, judgment or decree shall be made or entered by any court affecting the rights, duties and obligations of the Administrative Agent under this Agreement or any other Loan Document, then and in any of such events the Administrative Agent is authorized, in its sole discretion, to rely upon and comply with such order, writ, judgment or decree which it is advised by legal counsel of its own choosing is binding upon it under the terms of this Agreement, the relevant Loan Document or otherwise; and if the Administrative Agent complies with any such order, writ, judgment or decree, then it shall not be liable to any Lender from its obligation or to make Loans subject to the terms and conditions any other Person by reason of such compliance even though such order, writ, judgment or decree may be subsequently reversed, modified, annulled, set forth in this Agreementaside or vacated.