Common use of Lenders’ Obligation to Fund Refinancings of Swingline Loans Clause in Contracts

Lenders’ Obligation to Fund Refinancings of Swingline Loans. Upon its receipt of a request from the Agent under Section 2.4(a) or 2.4(b), each Lender (including U.S. Bank) shall make a Committed Loan (which shall not be made as a Swingline Loan) in an amount equal to its Pro Rata Share of the aggregate principal amount of Swingline Loans to be refinanced, and make the proceeds of such Committed Loans available to U.S. Bank, in Immediately Available Funds, at the main office of the Agent in Minneapolis not later than 2:30 P.M. (Minneapolis time) on the date such notice was received; provided, however, that a Lender shall not be obligated to make any such Committed Loan unless (A) U.S. Bank believed in good faith that all conditions to making the subject Committed Loan were satisfied at the time the related Swingline Loan was made, or (B) such Lender had actual knowledge, by receipt of the statements furnished to it pursuant to Section 5.1 or otherwise, that any such condition had not been satisfied and failed to notify U.S. Bank in writing received by U.S. Bank prior to the time it made such Swingline Loan that U.S. Bank was not authorized to make a Swingline Loan until such condition has been satisfied. The proceeds of Committed Loans made pursuant to the preceding sentence shall be delivered to U.S. Bank (and not to the Company) and applied to the outstanding Swingline Loans, and the Company will pay U.S. Bank upon demand the amount of such Swingline Loans to the extent amounts received from the other Lenders are not sufficient to repay in full the outstanding Swingline Loans requested or required to be refinanced. If for any reason any Lender is unable to make a Committed Loan to the Company to refinance a Swingline Loan hereunder, then such Lender shall immediately purchase from U.S. Bank a participation interest in such Swingline Loan, at par, in an amount equal to such Lender’s Pro Rata Share of such Swingline Loan, which participation interest shall, for all purposes hereunder except Section 2.1 and 2.2, be deemed a Committed Loan made by such Lender hereunder. Each Lender’s obligation to make Committed Loans referred to in this Section 2.4(c) shall, subject to the proviso to the first sentence of this Section 2.4(c), be absolute and unconditional and shall not be affected by any circumstance, provided, that in no event shall a Lender be obligated to make a Committed Loan under this Section 2.4(c) if, after giving effect thereto, such Lender’s Pro Rata Share of the sum of the Total Outstandings (after giving effect to the repayment of the Swingline Note to be funded with such Loan and Loans made the same day by the other Lenders) would exceed such Lender’s Commitment Amount.

Lenders’ Obligation to Fund Refinancings of Swingline Loans. Upon its receipt the giving of a request from the Agent notice by USBNA under Section 2.4(a2.01(d)(i) or 2.4(b2.01(d)(ii), each Lender (including U.S. BankUSBNA) shall make a Committed Warehousing Loan (which shall not be made as a Swingline Loan) in an amount equal to its Pro Rata Share of the aggregate principal amount of Swingline Loans to be refinanced, and make the provide proceeds of such Committed Loans available to U.S. BankWarehousing Loans, in Immediately Available Funds, at the main office of the Agent in Minneapolis by not later than 2:30 3:00 P.M. (Minneapolis time) on the date such notice was received; providedPROVIDED, howeverHOWEVER, that a Lender shall not be obligated to make any such Committed Warehousing Loan unless (A) U.S. Bank USBNA believed in good faith that all conditions to making the subject Committed Swingline Loan were satisfied at the time the related such Swingline Loan was made, or (B) if the conditions to such Swingline Loan were not satisfied, such Lender had actual knowledge, by receipt of the statements furnished to it pursuant to Section 5.1 4.01 or otherwise, that any such condition had not been satisfied and failed to notify U.S. Bank USBNA in a writing received by U.S. Bank USBNA prior to the time it made such Swingline Loan that U.S. Bank USBNA was not authorized to make a Swingline Loan until such condition has had been satisfied, or USBNA was obligated to give notice of the occurrence of an Event of Default or an Unmatured Event of Default to the Lenders pursuant to Section 7.08 and failed to do so, or (C) any conditions to the making of such Swingline Loan that were not satisfied had been waived in writing by the Required Lenders prior to or at the time such Swingline Loan was made. The proceeds of Committed Warehousing Loans made pursuant to the preceding sentence shall be delivered paid to U.S. Bank USBNA (and not to the CompanyNCMC) and applied to the payment of principal of the outstanding Swingline Loans, and the Company will Borrowers authorize the Agent to charge the Collateral Account or any other account (other than escrow or custodial accounts) maintained by either Borrower with the Agent (up to the amount available therein) in order to immediately pay U.S. Bank upon demand USBNA the principal amount of such Swingline Loans to the extent amounts received from Warehousing Loans made by the other Lenders are not sufficient to repay in full the principal of the outstanding Swingline Loans requested or required to be refinanced. If for any reason any Upon the making of a Warehousing Loan by a Lender is unable pursuant to make a Committed Loan to this Section 2.01(d)(iii), the Company to refinance a Swingline Loan hereunder, then such Lender amount so funded shall immediately purchase from U.S. Bank a participation interest in such Swingline Loan, at par, in an amount equal to become due under such Lender’s Pro Rata Share of such Swingline Loan, which participation interest shall, for all purposes hereunder except Section 2.1 's Note and 2.2, be deemed a Committed Loan made by such Lender hereunder. Each Lender’s obligation to make Committed Loans referred to in this Section 2.4(c) shall, subject to the proviso to the first sentence of this Section 2.4(c), be absolute and unconditional and shall not be affected by any circumstance, provided, that in no event shall a Lender be obligated to make a Committed Loan under this Section 2.4(c) if, after giving effect thereto, such Lender’s Pro Rata Share of the sum of the Total Outstandings (after giving effect to the repayment outstanding principal amount of the Swingline Note to Loans shall be funded with such Loan and Loans made the same day by the other Lenders) would exceed such Lender’s Commitment Amount.correspondingly

Lenders’ Obligation to Fund Refinancings of Swingline Loans. Upon its receipt the giving of a request from the Agent notice by U.S. Bank under Section 2.4(a2.03(b)(i) or 2.4(b2.03(b)(ii), each Lender (including U.S. Bank) shall make a Committed Loan (which shall not be made as a Swingline Loan) in an amount equal to its Pro Rata Percentage Share of the aggregate principal amount of Swingline Loans to be refinanced, and make the provide proceeds of such Committed Loans available to U.S. BankLoans, in Immediately Available Fundsimmediately available funds, at the main office of the Agent in Minneapolis by not later than 2:30 3:00 P.M. (Minneapolis time) on the date such notice was received; providedPROVIDED, howeverHOWEVER, that a Lender shall not be obligated to make any such Committed Loan unless (A) U.S. Bank believed in good faith that all conditions to making the subject Committed Swingline Loan were satisfied at the time the related such Swingline Loan was made, or (B) if the conditions to such Swingline Loan were not satisfied, such Lender had actual knowledge, by receipt of the statements furnished to it pursuant to Section 5.1 4.01 or otherwise, that any such condition had not been satisfied and failed to notify U.S. Bank in a writing received by U.S. Bank prior to the time it made such Swingline Loan that U.S. Bank was not authorized to make a Swingline Loan until such condition has had been satisfied, or U.S. Bank was obligated to give notice of the occurrence of an Event of Default or a Default to Lenders pursuant to Section 8.08 and failed to do so, or (C) any conditions to the making of such Swingline Loan that were not satisfied had been waived in writing by Majority Lenders prior to or at the time such Swingline Loan was made. The proceeds of Committed Loans made pursuant to the preceding sentence shall be delivered paid to U.S. Bank (and not to the CompanyBorrower) and applied to the payment of principal of the outstanding Swingline Loans, and Borrower authorizes Agent to charge the Company will Collateral Account or any other account (other than escrow or custodial accounts) maintained by Borrower with Agent (up to the amount available therein) in order to immediately pay U.S. Bank upon demand the principal amount of such Swingline Loans to the extent amounts received from Loans made by the other Lenders are not sufficient to repay in full the principal of the outstanding Swingline Loans requested or required to be refinanced. Upon the making of a Loan by a Lender pursuant to this Section 2.03(b)(iii), the amount so funded shall become due under such Lender's Note and the outstanding principal amount of the Swingline Loans shall be correspondingly reduced. If for any reason portion of any Lender is unable Loan made by Lenders pursuant to make a Committed Loan to the Company to refinance a Swingline Loan hereunder, then such Lender shall immediately purchase this Section 2.03(b)(iii) should be recovered by or on behalf of Borrower from U.S. Bank a participation interest in such Swingline Loanbankruptcy or otherwise, at par, the loss of the amount so recovered shall be ratably shared among all Lenders in an amount equal to such Lender’s Pro Rata Share of such Swingline Loan, which participation interest shall, for all purposes hereunder except the manner contemplated by Section 2.1 and 2.2, be deemed a Committed Loan made by such Lender hereunder9.11. Each Lender’s 's obligation to make Committed Loans referred to in this Section 2.4(c2.03(b) shall, subject to the proviso to the first sentence of this Section 2.4(c2.03(b)(iii), be absolute and unconditional and shall not be affected by any circumstance, providedincluding, without limitation, (1) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against U.S. Bank, Borrower or anyone else for any reason whatsoever; (2) the occurrence or continuance of a Default or an Event of Default; (3) any adverse change in the condition (financial or otherwise) of Borrower; (4) any breach of this Agreement by Borrower, the Agent or any Lender; or (5) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; PROVIDED, that in no event shall a Lender be obligated to make a Committed Loan under this Section 2.4(c) if, after giving effect thereto, the outstanding principal balance of such Lender’s Pro Rata Share of the sum of the Total Outstandings (after giving effect to the repayment of the Swingline 's Note to be funded with such Loan and Loans made the same day by the other Lenders) would exceed such Lender’s its Commitment Amount.

Lenders’ Obligation to Fund Refinancings of Swingline Loans. Upon its receipt the giving of a request from the Agent notice by U.S. Bank under Section 2.4(a2.03(b)(i) or 2.4(b2.03(b)(ii), each Lender (including U.S. Bank) shall make a Committed Loan (which shall not be made as a Swingline Loan) in an amount equal to its Pro Rata Percentage Share of the aggregate principal amount of Swingline Loans to be refinanced, and make the provide proceeds of such Committed Loans available to U.S. BankLoans, in Immediately Available Funds, at the main office of the Agent in Minneapolis by not later than 2:30 3:00 P.M. (Minneapolis time) on the date such notice was received; provided, however, that a Lender shall not be obligated to make any such Committed Loan unless (A) U.S. Bank believed in good faith that all conditions to making the subject Committed Swingline Loan were satisfied at the time the related such Swingline Loan was made, or (B) if the conditions to such Swingline Loan were not satisfied, such Lender had actual knowledge, by receipt of the statements furnished to it pursuant to Section 5.1 4.01 or otherwise, that any such condition had not been satisfied and failed to notify U.S. Bank in a writing received by U.S. Bank prior to the time it made such Swingline Loan that U.S. Bank was not authorized to make a Swingline Loan until such condition has had been satisfied, or U.S. Bank was obligated to give notice of the occurrence of an Event of Default or a Default to Lenders pursuant to Section 8.08 and failed to do so, or (C) any conditions to the making of such Swingline Loan that were not satisfied had been waived in writing by Majority Lenders prior to or at the time such Swingline Loan was made. The proceeds of Committed Loans made pursuant to the preceding sentence shall be delivered paid to U.S. Bank (and not to the Companyany Borrower) and applied to the payment of principal of the outstanding Swingline Loans, and the Company will authorizes Agent to charge the Funding and Settlement Account or any other account (other than escrow or custodial accounts) maintained by the Company with Agent (up to the amount available therein) in order to immediately pay U.S. Bank upon demand the principal amount of such Swingline Loans to the extent amounts received from Loans made by the other Lenders are not sufficient to repay in full the principal of the outstanding Swingline Loans requested or required to be refinanced. Upon the making of a Loan by a Lender pursuant to this Section 2.03(b)(iii), the amount so funded shall become due under such Lender's Note and the outstanding principal amount of the Swingline Loans shall be correspondingly reduced. If for any reason portion of any Lender is unable Loan made by Lenders pursuant to make a Committed Loan to the Company to refinance a Swingline Loan hereunder, then such Lender shall immediately purchase this Section 2.03(b)(iii) should be recovered by or on behalf of any Borrower from U.S. Bank a participation interest in such Swingline Loanbankruptcy or otherwise, at par, in an amount equal to such Lender’s Pro Rata Share of such Swingline Loan, which participation interest shall, for all purposes hereunder except Section 2.1 and 2.2, be deemed a Committed Loan made by such Lender hereunder. Each Lender’s obligation to make Committed Loans referred to in this Section 2.4(c) shall, subject to the proviso to the first sentence of this Section 2.4(c), be absolute and unconditional and shall not be affected by any circumstance, provided, that in no event shall a Lender be obligated to make a Committed Loan under this Section 2.4(c) if, after giving effect thereto, such Lender’s Pro Rata Share loss of the sum of the Total Outstandings (after giving effect to the repayment of the Swingline Note to amount so recovered shall be funded with such Loan and Loans made the same day by the other Lenders) would exceed such Lender’s Commitment Amount.ratably shared among all Lenders in the

Lenders’ Obligation to Fund Refinancings of Swingline Loans. Upon its receipt the giving of a request from the Agent notice by U.S. Bank under Section 2.4(a2.03(b)(i) or 2.4(b2.03(b)(ii), each Lender (including U.S. Bank) shall make a Committed Loan (which shall not be made as a Swingline Loan) in an amount equal to its Pro Rata Percentage Share of the aggregate principal amount of Swingline Loans to be refinanced, and make the provide proceeds of such Committed Loans available to U.S. BankLoans, in Immediately Available Funds, at the main office of the Agent in Minneapolis by not later than 2:30 3:00 P.M. (Minneapolis time) on the date such notice was received; provided, however, that a Lender shall not be obligated to make any such Committed Loan unless (A) U.S. Bank believed in good faith that all conditions to making the subject Committed Swingline Loan were satisfied at the time the related such Swingline Loan was made, or (B) if the conditions to such Swingline Loan were not satisfied, such Lender had actual knowledge, by receipt of the statements furnished to it pursuant to Section 5.1 4.01 or otherwise, that any such condition had not been satisfied and failed to notify U.S. Bank in a writing received by U.S. Bank prior to the time it made such Swingline Loan that U.S. Bank was not authorized to make a Swingline Loan until such condition has had been satisfied, or U.S. Bank was obligated to give notice of the occurrence of an Event of Default or a Default to Lenders pursuant to Section 8.08 and failed to do so, or (C) any conditions to the making of such Swingline Loan that were not satisfied had been waived in writing by Majority Lenders prior to or at the time such Swingline Loan was made. The proceeds of Committed Loans made pursuant to the preceding sentence shall be delivered paid to U.S. Bank (and not to the Companyany Borrower) and applied to the payment of principal of the outstanding Swingline Loans, and the Company will authorizes Agent to charge the Funding and Settlement Account or any other account (other than escrow or custodial accounts) maintained by the Company with Agent (up to the amount available therein) in order to immediately pay U.S. Bank upon demand the principal amount of such Swingline Loans to the extent amounts received from Loans made by the other Lenders are not sufficient to repay in full the principal of the outstanding Swingline Loans requested or required to be refinanced. Upon the making of a Loan by a Lender pursuant to this Section 2.03(b)(iii), the amount so funded shall become due under such Lender’s Note and the outstanding principal amount of the Swingline Loans shall be correspondingly reduced. If for any reason portion of any Lender is unable Loan made by Lenders pursuant to make a Committed Loan to the Company to refinance a Swingline Loan hereunder, then such Lender shall immediately purchase this Section 2.03(b)(iii) should be recovered by or on behalf of any Borrower from U.S. Bank a participation interest in such Swingline Loanbankruptcy or otherwise, at par, the loss of the amount so recovered shall be ratably shared among all Lenders in an amount equal to such Lender’s Pro Rata Share of such Swingline Loan, which participation interest shall, for all purposes hereunder except the manner contemplated by Section 2.1 and 2.2, be deemed a Committed Loan made by such Lender hereunder9.11. Each Lender’s obligation to make Committed Loans referred to in this Section 2.4(c2.03(b) shall, subject to the proviso to the first sentence of this Section 2.4(c2.03(b)(iii), be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (1) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against U.S. Bank, any Borrower or anyone else for any reason whatsoever; (2) the occurrence or continuance of a Default or an Event of Default; (3) any adverse change in the condition (financial or otherwise) of the Company or any Co-Borrower; (4) any breach of this Agreement by any Borrower, the Agent or any Lender; or (5) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided, that in no event shall a Lender be obligated to make a Committed Loan under this Section 2.4(c) if, after giving effect thereto, the outstanding principal balance of such Lender’s Pro Rata Share of the sum of the Total Outstandings (after giving effect to the repayment of the Swingline Note to be funded with such Loan and Loans made the same day by the other Lenders) would exceed such Lender’s its Commitment Amount.