Common use of Presumption of Payment Clause in Contracts

Presumption of Payment. Unless the Administrative Agent shall have received notice from a Lender prior to 12:00 p.m. noon (Baltimore City Time) on the date of the requested date for the making of advances under the Revolving Loan that such Lender will not make available to the Administrative Agent such Lender's Revolving Credit Pro Rata Share of the advances to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date in accordance with this Section 2.7, and the Administrative Agent, in its sole discretion may, in reliance upon such assumption, make available to the Borrowers on such date a corresponding amount on behalf of such Lender. If and to the extent such Lender shall not have so made available to the Administrative Agent its Revolving Credit Pro Rata Share of the advances under the Revolving Loan made on such date, and the Administrative Agent shall have so made available to the Borrowers a corresponding amount on behalf of such Lender, such Lender shall, on demand, pay to the Administrative Agent such corresponding amount, together with interest thereon, at the Federal Funds Rate, for each day from the date such corresponding amount shall have been so available by the Administrative Agent to the Borrowers until the date such amount shall have been repaid to the Administrative Agent. Such Lender shall not be entitled to payment of any interest which accrues on the amount made available by the Administrative Agent to the Borrowers for the account of such Lender until such time as such Lender reimburses the Administrative Agent for such amount, together with interest thereon, as provided in this Section 2.7.5. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing to the Administrative Agent by such Lender under this Section 2.7 shall be conclusive and binding on such Lender, absent manifest error. If such Lender does not pay such amounts to the Administrative Agent promptly upon the Administrative Agent's demand, the Administrative Agent shall promptly notify the Borrowers of such Lender's failure to make payment, and the Borrowers shall immediately repay such amounts to the Administrative Agent, together with accrued interest thereon at the applicable rate on the Revolving Loan, all without prejudice to the rights and remedies of the Administrative Agent against any defaulting Lender. Any and all amounts due and payable to the Administrative Agent by the Borrowers under this Section 2.7 constitute and shall be part of the Agents' Obligations. Unless the Administrative Agent shall have received notice from the Borrowers prior to the date on which any payment is due to the Administrative Agent that the Borrowers will not make such payment in full, the Administrative Agent may assume that the Borrowers have made such payment in full to the Administrative Agent on such date and the Administrative Agent in its sole discretion may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrowers shall not have so made such payment in full to the Administrative Agent and the Administrative Agent shall have distributed to any Lender all or any portion of such amount, such Lender shall repay to the Administrative Agent on demand the amount so distributed to such Lender, together with interest thereon at the Federal Funds Rate, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent.

Presumption of Payment. (a) Unless the Administrative Agent shall have received notice from a Lender prior to 12:00 p.m. noon (Baltimore City Time) on the date of the requested date for the making of advances under the Revolving Loan Advances that such Lender will not make available to the Administrative Agent Agent, such Lender's ’s Revolving Credit Pro Rata Share of the advances Advances to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date in accordance with this Section 2.72.7.4 (Presumption of Payment), and the Administrative Agent, in its sole discretion may, in reliance upon such assumption, make available to the Borrowers Borrower on such date a corresponding amount on behalf of such Lender. . (b) If and to the extent such Lender shall not have so made available to the Administrative Agent its Revolving Credit Pro Rata Share of the advances under the Revolving Loan Advances made on such date, and the Administrative Agent shall have so made available to the Borrowers Borrower a corresponding amount on behalf of such Lender, such Lender shall, on demand, pay to the Administrative Agent such corresponding amount, together with interest thereon, at the Federal Funds Rate, Rate for each day the first three (3) days from and after the date such corresponding amount shall have been so available by the Administrative Agent to the Borrowers Borrower and thereafter at the Base Rate applicable to the Revolving Loans, until the date such amount shall have been repaid to the Administrative Agent. Such Lender shall not be entitled to payment of any interest which that accrues on the amount made available by the Administrative Agent to the Borrowers Borrower for the account of such Lender until such time as such Lender reimburses the Administrative Agent for such amount, together with interest thereon, as provided in this Section 2.7.52.7.4. The failure of any Lender to make any Advance shall not relieve any other Lender of any obligation hereunder to make an Advance, but no Lender shall be responsible for the failure of any other Lender to make the Advance. (c) A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing to the Administrative Agent by such Lender under this Section 2.7 2.7.4 shall be conclusive and binding on such Lender, absent manifest error. If such Lender does not pay such amounts to the Administrative Agent promptly upon the Administrative Agent's ’s demand, the Administrative Agent shall promptly notify the Borrowers Borrower of such Lender's ’s failure to make payment, and the Borrowers Borrower shall immediately repay such amounts to the Administrative Agent, together with accrued interest thereon at the applicable rate on the Revolving Loan, all without prejudice to the rights and remedies of the Administrative Agent against any defaulting Lender. Any and all amounts due and payable to the Administrative Agent by the Borrowers Borrower under this Section 2.7 2.7.4 constitute and shall be part of the Agents' Agent’s Obligations. Unless the Administrative . (d) The Agent shall have received notice from not be obligated to transfer to a Defaulting Lender any payments made by the Borrowers prior Borrower to the date on which Agent. In such event, the Agent may, but shall not be required to, retain payments that would otherwise be made to such Lender hereunder, apply such payments to such Lender’s defaulted obligations hereunder, transfer any payment is due such payments to each other non-Defaulting Lenders ratably in accordance with their Commitments (but only to the Administrative Agent extent that such Defaulting Lender’s Advance was funded by the Borrowers will not make other Lenders), hold and re-lend to the Borrower for the account of such payment in fullDefaulting Lender the amount of all such payments received and retained by it for the account of such Defaulting Lender, and take such other action as the Administrative Agent may assume that deem to be appropriate, all at such time, and in such order, as the Borrowers have made such payment in full to the Administrative Agent on such date and the Administrative Agent may elect in its sole discretion mayexercised from time to time. Solely for the purposes of voting or consenting to matters with respect to the Financing Documents, in reliance upon such assumption, cause Defaulting Lender shall be deemed not to be distributed to each Lender on such due date an amount equal to the amount then due a “Lender” and such Lender’s Commitment shall be deemed to be zero. If and to the extent the Borrowers This Section shall not have so made such payment in full to the Administrative Agent and the Administrative Agent shall have distributed to any Lender all or any portion of such amount, such Lender shall repay to the Administrative Agent on demand the amount so distributed to such Lender, together remain effective with interest thereon at the Federal Funds Rate, for each day from the date such amount is distributed respect to such Lender until (x) the date Obligations under this Agreement shall have been declared or shall have become immediately due and payable, (y) the non-Defaulting Lenders, the Agent, and the Borrower shall have waived such Defaulting Lender’s default in writing, or (z) the Defaulting Lender repays such amount makes its Revolving Credit Pro Rata Share of the applicable Advance and pays to the Administrative Agent all amounts owing by Defaulting Lender in respect thereof. The operation of this Section 2.7.4 (Presumption of Payment) shall not be construed to increase or otherwise affect the Commitment of any Lender, to relieve or excuse the performance by such Defaulting Lender or any other Lender of its duties and obligations hereunder, or to relieve or excuse the performance by the Borrower of its duties and obligations hereunder to the Agent or to the Lenders other than such Defaulting Lender. Any such failure to fund by any Defaulting Lender shall constitute a material breach by such Defaulting Lender of this Agreement and shall entitle the Borrower at its option, upon written notice to the Agent, to arrange for a substitute Lender to assume the Commitment of such Defaulting Lender, such substitute Lender to be acceptable to the Agent. In connection with the arrangement of such a substitute Lender, the Defaulting Lender shall have no right to refuse to be replaced hereunder, and agrees to execute and deliver a completed form of Assignment and Acceptance Agreement in favor of the substitute Lender (and agrees that it shall be deemed to have executed and delivered such document if it fails to do so) subject only to being repaid its share of the outstanding Obligations without any premium or penalty of any kind whatsoever; provided further, however, that any such assumption of the Commitment of such Defaulting Lender shall not be deemed to constitute a waiver of any of the Agent’s, other Lenders’ or the Borrower’s rights or remedies against any such Defaulting Lender arising out of or in relation to such failure to fund.

Presumption of Payment. (a) Unless the Administrative Agent shall have received notice from a Lender prior to 12:00 p.m. noon (Baltimore City Time) on the date of the requested date for the making of advances under the Revolving Loan or prior to 12:00 p.m. noon (Baltimore City Time) that such Lender will not make available to the Administrative Agent Agent, such Lender's Revolving Credit Pro Rata Share of the advances to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date in accordance with this Section 2.72.11.5, and the Administrative Agent, in its sole discretion may, in reliance upon such assumption, make available to the Borrowers Borrower on such date a corresponding amount on behalf of such Lender. . (b) If and to the extent such Lender shall not have so made available to the Administrative Agent its Revolving Credit Pro Rata Share of the advances under the Revolving Loan made on such date, and the Administrative Agent shall have so made available to the Borrowers Borrower a corresponding amount on behalf of such Lender, such Lender shall, on demand, pay to the Administrative Agent such corresponding amount, together with interest thereon, at the Federal Funds Rate, for each day from the date such corresponding amount shall have been so available by the Administrative Agent to the Borrowers Borrower until the date such amount shall have been repaid to the Administrative Agent. Such Lender shall not be entitled to payment of any interest which accrues on the amount made available by the Administrative Agent to the Borrowers Borrower for the account of such Lender until such time as such Lender reimburses the Administrative Agent for such amount, together with interest thereon, as provided in this Section 2.7.5. 2.11.5. (c) A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing to the Administrative Agent by such Lender under this Section 2.7 2.11.5 shall be conclusive and binding on such Lender, absent manifest error. If such Lender does not pay such amounts to the Administrative Agent promptly upon the Administrative Agent's demand, the Administrative Agent shall promptly notify the Borrowers Borrower of such Lender's failure to make payment, and the Borrowers Borrower shall immediately repay such amounts to the Administrative Agent, together with accrued interest thereon at the applicable rate on the Revolving Loan, all without prejudice to the rights and remedies of the Administrative Agent against any defaulting Lender. Any and all amounts due and payable to the Administrative Agent by the Borrowers Borrower under this Section 2.7 2.11.5 constitute and shall be part of the Agents' Agent's Obligations. . (d) Unless the Administrative Agent shall have received notice from the Borrowers Borrower prior to the date on which any payment is due to the Administrative Agent that the Borrowers Borrower will not make such payment in full, the Administrative Agent may assume that the Borrowers Borrower have made such payment in full to the Administrative Agent on such date and the Administrative Agent in its sole discretion may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrowers Borrower shall not have so made such payment in full to the Administrative Agent and the Administrative Agent shall have distributed to any Lender all or any portion of such amount, such Lender shall repay to the Administrative Agent on demand the amount so distributed to such Lender, together with interest thereon at the Federal Funds Rate, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent.

Presumption of Payment. (a) Unless the Administrative Agent shall have received notice from a Lender prior to 12:00 p.m. noon (Baltimore City Time) on the date of the requested date for the making of advances under the Revolving Loan that such Lender will not make available to the Administrative Agent Agent, such Lender's Revolving Credit Pro Rata Share of the advances to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date in accordance with this Section 2.72.9, and the Administrative Agent, in its sole discretion may, in reliance upon such assumption, make available to the Borrowers Borrower on such date a corresponding amount on behalf of such Lender. . (b) If and to the extent such Lender shall not have so made available to the Administrative Agent its Revolving Credit Pro Rata Share of the advances under the Revolving Loan made on such date, and the Administrative Agent shall have so made available to the Borrowers Borrower a corresponding amount on behalf of such Lender, such Lender shall, on demand, pay to the Administrative Agent such corresponding amount, together with interest thereon, at the Federal Funds Rate, for each day from the date such corresponding amount shall have been so available by the Administrative Agent to the Borrowers Borrower until the date such amount shall have been repaid to the Administrative Agent. Such Lender shall not be entitled to payment of any interest which accrues on the amount made available by the Administrative Agent to the Borrowers Borrower for the account of such Lender until such time as such Lender reimburses the Administrative Agent for such amount, together with interest thereon, as provided in this Section 2.7.5. 2.9.5. (c) A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing to the Administrative Agent by such Lender under this Section 2.7 2.9 shall be conclusive and binding on such Lender, absent manifest error. If such Lender does not pay such amounts to the Administrative Agent promptly upon the Administrative Agent's demand, the Administrative Agent shall promptly notify the Borrowers Borrower of such Lender's failure to make payment, and the Borrowers Borrower shall immediately repay such amounts to the Administrative Agent, together with accrued interest thereon at the applicable rate on the Revolving Loan, all without prejudice to the rights and remedies of the Administrative Agent against any defaulting Lender. Any and all amounts due and payable to the Administrative Agent by the Borrowers Borrower under this Section 2.7 2.9 constitute and shall be part of the Agents' Agent's Obligations. . (d) Unless the Administrative Agent shall have received notice from the Borrowers Borrower prior to the date on which any payment is due to the Administrative Agent that the Borrowers Borrower will not make such payment in full, the Administrative Agent may assume that the Borrowers Borrower have made such payment in full to the Administrative Agent on such date and the Administrative Agent in its sole discretion may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrowers Borrower shall not have so made such payment in full to the Administrative Agent and the Administrative Agent shall have distributed to any Lender all or any portion of such amount, such Lender shall repay to the Administrative Agent on demand the amount so distributed to such Lender, together with interest thereon at the Federal Funds Rate, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent.

Presumption of Payment. (a) Unless the Administrative Agent shall have received notice from a Lender prior to 12:00 2:30 p.m. noon (Baltimore City Time) on the date of the requested date for the making of advances under the Revolving Loan that such Lender will not make available to the Administrative Agent Agent, such Lender's Revolving Credit Pro Rata Share of the advances to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date in accordance with this Section 2.72.5, and the Administrative Agent, in its sole discretion may, in reliance upon such assumption, make available to the Borrowers Borrower on such date a corresponding amount on behalf of such Lender. . (b) If and to the extent such Lender shall not have so made available to the Administrative Agent its Revolving Credit Pro Rata Share of the advances under the Revolving Loan made on such date, and the Administrative Agent shall have so made available to the Borrowers Borrower a corresponding amount on behalf of such Lender, such Lender shall, on demand, pay to the Administrative Agent such corresponding amount, together with interest thereon, at the Federal Funds Rate, for each day from the date such corresponding amount shall have been so available by the Administrative Agent to the Borrowers Borrower until the date such amount shall have been repaid to the Administrative Agent. Such Lender shall not be entitled to payment of any interest which accrues on the amount made available by the Administrative Agent to the Borrowers Borrower for the account of such Lender until such time as such Lender reimburses the Administrative Agent for such amount, together with interest thereon, as provided in this Section 2.7.5. 2.5.4. (c) A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing to the Administrative Agent by such Lender under this Section 2.7 2.5 shall be conclusive and binding on such Lender, absent manifest error. If such Lender does not pay such amounts to the Administrative Agent promptly upon the Administrative Agent's demand, the Administrative Agent shall promptly notify the Borrowers of such Lender's failure to make payment, and the Borrowers shall immediately repay such amounts to the Administrative Agent, together with accrued interest thereon at the applicable rate on the Revolving Loan, all without prejudice to the rights and remedies of the Administrative Agent against any defaulting Lender. Any and all amounts due and payable to the Administrative Agent by the Borrowers under this Section 2.7 constitute and shall be part of the Agents' Obligations. . (d) Unless the Administrative Agent shall have received notice from the Borrowers Borrower prior to the date on which any payment is due to the Administrative Agent that the Borrowers Borrower will not make such payment in full, the Administrative Agent may assume that the Borrowers have Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent in its sole discretion may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrowers Borrower shall not have so made such payment in full to the Administrative Agent and the Administrative Agent shall have distributed to any Lender all or any portion of such amount, such Lender shall repay to the Administrative Agent on demand the amount so distributed to such Lender, together with interest thereon at the Federal Funds Rate, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent.

Presumption of Payment. (a) Unless the Administrative Agent shall have received notice from a Lender prior to 12:00 p.m. noon (Baltimore City Time) on the date of the requested date for the making of advances under the Revolving Loan that such Lender will not make available to the Administrative Agent Agent, such Lender's Revolving Credit Pro Rata Share of the advances to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date in accordance with this Section 2.72.6, and the Administrative Agent, in its sole discretion may, in reliance upon such assumption, make available to the Revolving Credit Borrowers on such date a corresponding amount on behalf of such Lender. . (b) If and to the extent such Lender shall not have so made available to the Administrative Agent its Revolving Credit Pro Rata Share of the advances under the Revolving Loan made on such date, and the Administrative Agent shall have so made available to the Revolving Credit Borrowers a corresponding amount on behalf of such Lender, such Lender shall, on demand, pay to the Administrative Agent such corresponding amount, together with interest thereon, at the Federal Funds Rate, for each day from the date such corresponding amount shall have been so available by the Administrative Agent to the Revolving Credit Borrowers until the date such amount shall have been repaid to the Administrative Agent. Such Lender shall not be entitled to payment of any interest which accrues on the amount made available by the Administrative Agent to the Revolving Credit Borrowers for the account of such Lender until such time as such Lender reimburses the Administrative Agent for such amount, together with interest thereon, as provided in this Section 2.7.5. 2.6.4. (c) A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing to the Administrative Agent by such Lender under this Section 2.7 2.6 shall be conclusive and binding on such Lender, absent manifest error. If such Lender does not pay such amounts to the Administrative Agent promptly upon the Administrative Agent's demand, the Administrative Agent shall promptly notify the Revolving Credit Borrowers of such Lender's failure to make payment, and the Revolving Credit Borrowers shall immediately repay such amounts to the Administrative Agent, together with accrued interest thereon at the applicable rate on the Revolving Loan, all without prejudice to the rights and remedies of the Administrative Agent against any defaulting Lender. Any and all amounts due and payable to the Administrative Agent by the Revolving Credit Borrowers under this Section 2.7 2.6 constitute and shall be part of the Agents' Agent's Obligations. . (d) Unless the Administrative Agent shall have received notice from the Borrowers prior to the date on which any payment is due to the Administrative Agent that the Borrowers will not make such payment in full, the Administrative Agent may assume that the Borrowers have made such payment in full to the Administrative Agent on such date and the Administrative Agent in its sole discretion may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrowers shall not have so made such payment in full to the Administrative Agent and the Administrative Agent shall have distributed to any Lender all or any portion of such amount, such Lender shall repay to the Administrative Agent on demand the amount so distributed to such Lender, together with interest thereon at the Federal Funds Rate, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent.

Presumption of Payment. (i) Unless the Administrative Agent shall have received notice from a Lender prior to 12:00 p.m. noon (Baltimore City Time) on the date of the requested date for the making of advances under the Revolving Loan or prior to 12:00 p.m. noon (Baltimore City Time) that such Lender will not make available to the Administrative Agent Agent, such Lender's Revolving Credit Pro Rata Share of the advances to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date in accordance with this Section 2.7(e) Presumption of Payment., and the Administrative Agent, in its sole discretion may, in reliance upon such assumption, make available to the Borrowers Borrower on such date a corresponding amount on behalf of such Lender. . (ii) If and to the extent such Lender shall not have so made available to the Administrative Agent its Revolving Credit Pro Rata Share of the advances under the Revolving Loan made on such date, and the Administrative Agent shall have so made available to the Borrowers Borrower a corresponding amount on behalf of such Lender, such Lender shall, on demand, pay to the Administrative Agent such corresponding amount, together with interest thereon, at the Federal Funds Rate, for each day from the date such corresponding amount shall have been so available by the Administrative Agent to the Borrowers Borrower until the date such amount shall have been repaid to the Administrative Agent. Such Lender shall not be entitled to payment of any interest which accrues on the amount made available by the Administrative Agent to the Borrowers Borrower for the account of such Lender until such time as such Lender reimburses the Administrative Agent for such amount, together with interest thereon, as provided in this Section 2.7.5. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing to the Administrative Agent by such Lender under this Section 2.7 shall be conclusive and binding on such Lender, absent manifest error. If such Lender does not pay such amounts to the Administrative Agent promptly upon the Administrative Agent's demand, the Administrative Agent shall promptly notify the Borrowers of such Lender's failure to make payment, and the Borrowers shall immediately repay such amounts to the Administrative Agent, together with accrued interest thereon at the applicable rate on the Revolving Loan, all without prejudice to the rights and remedies of the Administrative Agent against any defaulting Lender. Any and all amounts due and payable to the Administrative Agent by the Borrowers under this Section 2.7 constitute and shall be part of the Agents' Obligations. Unless the Administrative Agent shall have received notice from the Borrowers prior to the date on which any payment is due to the Administrative Agent that the Borrowers will not make such payment in full, the Administrative Agent may assume that the Borrowers have made such payment in full to the Administrative Agent on such date and the Administrative Agent in its sole discretion may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrowers shall not have so made such payment in full to the Administrative Agent and the Administrative Agent shall have distributed to any Lender all or any portion of such amount, such Lender shall repay to the Administrative Agent on demand the amount so distributed to such Lender, together with interest thereon at the Federal Funds Rate, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent.(E)

Presumption of Payment. Unless the Administrative Agent shall have received notice from a Lender prior to 12:00 p.m. noon (Baltimore City Time) New York time on the date of the requested date for the making of advances under the Revolving Loan that such Lender will not make available to the Administrative Agent Agent, such Lender's ’s Revolving Credit Pro Rata Share of the advances to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date in accordance with this Section 2.7this, and the Administrative Agent, in its sole discretion may, in reliance upon such assumption, make available to the Borrowers on such date a corresponding amount on behalf of such Lender. If and to the extent such Lender shall not have so made available to the Administrative Agent its Revolving Credit Pro Rata Share of the advances under the Revolving Loan made on such date, and the Administrative Agent shall have so made available to the Borrowers a corresponding amount on behalf of such Lender, such Lender shall, on demand, pay to the Administrative Agent such corresponding amount, together with interest thereon, at the Federal Funds Open Rate, for each day from the date such corresponding amount shall have been so available by the Administrative Agent to the Borrowers until the date such amount shall have been repaid to the Administrative Agent. Such Lender shall not be entitled to payment of any interest which accrues on the amount made available by the Administrative Agent to the Borrowers for the account of such Lender until such time as such Lender reimburses the Administrative Agent for such amount, together with interest thereon, as provided in this Section 2.7.52.8.5. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing to the Administrative Agent by such Lender under this Section 2.7 shall be conclusive and binding on such Lender, absent manifest error. If such Lender does not pay such amounts to the Administrative Agent promptly upon the Administrative Agent's ’s demand, the Administrative Agent shall promptly notify the Borrowers of such Lender's ’s failure to make payment, and the Borrowers shall immediately repay such amounts to the Administrative Agent, together with accrued interest thereon at the applicable rate on the Revolving Loan, all without prejudice to the rights and remedies of the Administrative Agent against any defaulting Lender. Any and all amounts due and payable to the Administrative Agent by the Borrowers under this Section 2.7 constitute and shall be part of the Agents' Agent’s Obligations. Unless the Administrative Agent shall have received notice from the Borrowers prior to the date on which any payment is due to the Administrative Agent that the Borrowers will not make such payment in full, the Administrative Agent may assume that the Borrowers have made such payment in full to the Administrative Agent on such date and the Administrative Agent in its sole discretion may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrowers shall not have so made such payment in full to the Administrative Agent and the Administrative Agent shall have distributed to any Lender all or any portion of such amount, such Lender shall repay to the Administrative Agent on demand the amount so distributed to such Lender, together with interest thereon at the Federal Funds Open Rate, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent.

Presumption of Payment. (a) Unless the Administrative Agent shall have received notice from a Lender prior to 12:00 p.m. noon (Baltimore City Time) on the date of the requested date for the making of advances under the Revolving Loan Advances that such Lender will not make available to the Administrative Agent Agent, such Lender's ’s Revolving Credit Pro Rata Share of the advances Advances to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date in accordance with this Section 2.72.6.3 (Presumption of Payment), and the Administrative Agent, in its sole discretion may, in reliance upon such assumption, make available to the Borrowers Borrower on such date a corresponding amount on behalf of such Lender. . (b) If and to the extent such Lender shall not have so made available to the Administrative Agent its Revolving Credit Pro Rata Share of the advances under the Revolving Loan Advances made on such date, and the Administrative Agent shall have so made available to the Borrowers Borrower a corresponding amount on behalf of such Lender, such Lender shall, on demand, pay to the Administrative Agent such corresponding amount, together with interest thereon, at the Federal Funds Rate, Rate for each day the first three (3) days from and after the date such corresponding amount shall have been so available by the Administrative Agent to the Borrowers Borrower and thereafter at the Base Rate applicable to the Revolving Loans, until the date such amount shall have been repaid to the Administrative Agent. Such Lender shall not be entitled to payment of any interest which that accrues on the amount made available by the Administrative Agent to the Borrowers Borrower for the account of such Lender until such time as such Lender reimburses the Administrative Agent for such amount, together with interest thereon, as provided in this Section 2.7.52.6.3. The failure of any Lender to make any Advance shall not relieve any other Lender of any obligation hereunder to make an Advance, but no Lender shall be responsible for the failure of any other Lender to make the Advance. (c) A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing to the Administrative Agent by such Lender under this Section 2.7 2.6.3 shall be conclusive and binding on such Lender, absent manifest error. If such Lender does not pay such amounts to the Administrative Agent promptly upon the Administrative Agent's ’s demand, the Administrative Agent shall promptly notify the Borrowers Borrower of such Lender's ’s failure to make payment, and the Borrowers Borrower shall immediately repay such amounts to the Administrative Agent, together with accrued interest thereon at the applicable rate on the Revolving Loan, all without prejudice to the rights and remedies of the Administrative Agent against any defaulting Lender. Any and all amounts due and payable to the Administrative Agent by the Borrowers Borrower under this Section 2.7 2.6.3 constitute and shall be part of the Agents' Agent’s Obligations. Unless the Administrative . (d) The Agent shall have received notice from not be obligated to transfer to a Defaulting Lender any payments made by the Borrowers prior Borrower to the date on which Agent. In such event, the Agent may, but shall not be required to, retain payments that would otherwise be made to such Lender hereunder, apply such payments to such Lender’s defaulted obligations hereunder, transfer any payment is due such payments to each other non-Defaulting Lenders ratably in accordance with their Commitments (but only to the Administrative Agent extent that such Defaulting Lender’s Advance was funded by the Borrowers will not make other Lenders), hold and re-lend to the Borrower for the account of such payment in fullDefaulting Lender the amount of all such payments received and retained by it for the account of such Defaulting Lender, and take such other action as the Administrative Agent may assume that deem to be appropriate, all at such time, and in such order, as the Borrowers have made such payment in full to the Administrative Agent on such date and the Administrative Agent may elect in its sole discretion mayexercised from time to time. Solely for the purposes of voting or consenting to matters with respect to the Financing Documents, in reliance upon such assumption, cause Defaulting Lender shall be deemed not to be distributed to each Lender on such due date an amount equal to the amount then due a “Lender” and such Lender’s Commitment shall be deemed to be zero. If and to the extent the Borrowers This Section shall not have so made such payment in full to the Administrative Agent and the Administrative Agent shall have distributed to any Lender all or any portion of such amount, such Lender shall repay to the Administrative Agent on demand the amount so distributed to such Lender, together remain effective with interest thereon at the Federal Funds Rate, for each day from the date such amount is distributed respect to such Lender until (x) the date Obligations under this Agreement shall have been declared or shall have become immediately due and payable, (y) the non-Defaulting Lenders, the Agent, and the Borrower shall have waived such Defaulting Lender’s default in writing, or (z) the Defaulting Lender repays such amount makes its Revolving Credit Pro Rata Share of the applicable Advance and pays to the Administrative Agent all amounts owing by Defaulting Lender in respect thereof. The operation of this Section 2.6.3 (Presumption of Payment) shall not be construed to increase or otherwise affect the Commitment of any Lender, to relieve or excuse the performance by such Defaulting Lender or any other Lender of its duties and obligations hereunder, or to relieve or excuse the performance by the Borrower of its duties and obligations hereunder to the Agent or to the Lenders other than such Defaulting Lender. Any such failure to fund by any Defaulting Lender shall constitute a material breach by such Defaulting Lender of this Agreement and shall entitle the Borrower at its option, upon written notice to the Agent, to arrange for a substitute Lender to assume the Commitment of such Defaulting Lender, such substitute Lender to be acceptable to the Agent. In connection with the arrangement of such a substitute Lender, the Defaulting Lender shall have no right to refuse to be replaced hereunder, and agrees to execute and deliver a completed form of Assignment and Acceptance Agreement in favor of the substitute Lender (and agrees that it shall be deemed to have executed and delivered such document if it fails to do so) subject only to being repaid its share of the outstanding Obligations without any premium or penalty of any kind whatsoever; provided further, however, that any such assumption of the Commitment of such Defaulting Lender shall not be deemed to constitute a waiver of any of the Agent’s, other Lenders’ or the Borrower’s rights or remedies against any such Defaulting Lender arising out of or in relation to such failure to fund.

Presumption of Payment. (a) Unless the Administrative Agent shall have received notice from a Formula Lender prior to 12:00 p.m. noon (Baltimore City Chicago, Illinois Time) on the date of the requested date for the making of advances under the Revolving Loan that such Formula Lender will not not, subject to the provisions of Section 2.8.3 hereof, make available to the Administrative Agent such Formula Lender's Revolving Credit Pro Rata Share of the advances to be made on such date, the Administrative Agent may assume that such Formula Lender has made such amount available to the Administrative Agent on such date in accordance with this Section 2.72.8, and the Administrative Agent, in its sole discretion may, in reliance upon such assumption, make available to the Borrowers Borrower on such date a corresponding amount on behalf of such Formula Lender. If . (b) Subject to the provisions of Sections 2.8.2 and 2.8.3 hereof, if and to the extent such Formula Lender shall not have so made available to the Administrative Agent its Revolving Credit Pro Rata Share of the advances under the Revolving Loan made on such date, and the Administrative Agent shall have so made available to the Borrowers Borrower a corresponding amount on behalf of such Formula Lender, such Formula Lender shall, on demand, pay to the Administrative Agent such corresponding amount, together with interest thereon, at the Federal Funds Rate, for each day from the date such corresponding amount shall have been so available by the Administrative Agent to the Borrowers Borrower until the date such amount shall have been repaid to the Administrative Agent. Such Formula Lender shall not be entitled to payment of any interest which accrues on the amount made available by the Administrative Agent to the Borrowers Borrower for the account of such Formula Lender until such time as such Formula Lender reimburses the Administrative Agent for such amount, together with interest thereon, as provided in this Section 2.7.5. 2.8.7. (c) A certificate of the Administrative Agent submitted to any Formula Lender with respect to any amounts owing to the Administrative Agent by such Formula Lender under this Section 2.7 2.8.7 shall be conclusive and binding on rebuttably presumptive evidence of such Lenderamounts, absent manifest error. If such Formula Lender does not pay such any amounts owing to the Administrative Agent promptly upon the Administrative Agent's demand, the Administrative Agent shall promptly notify the Borrowers Borrower of such Formula Lender's failure to make payment, and the Borrowers Borrower shall immediately repay such amounts to the Administrative Agent, together with accrued interest thereon at the applicable rate on the Revolving Loan, all without prejudice to the rights and remedies of the Administrative Agent against any defaulting Formula Lender. Any and all amounts due and payable to the Administrative Agent by the Borrowers Borrower under this Section 2.7 2.8.7 constitute and shall be part of the Agents' Agent's Obligations. . (d) Unless the Administrative Agent shall have otherwise received notice from the Borrowers Borrower prior to the date on which any payment is due to the Administrative Agent that the Borrowers Borrower will not make such payment in full, the Administrative Agent may assume that the Borrowers Borrower have made such payment in full to the Administrative Agent on such date and the Administrative Agent in its sole discretion may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrowers Borrower shall not have so made such payment in full to the Administrative Agent and the Administrative Agent shall have distributed to any Lender all or any portion of such amount, such Lender shall repay to the Administrative Agent on demand the amount so distributed to such Lender, together with interest thereon at the Federal Funds Rate, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent.