Common use of Funding Reliance Clause in Contracts

Funding Reliance. (a) Unless the Administrative Agent receives notice from a Committed Lender by noon, Chicago time, on the day of a proposed Committed Borrowing that such Committed Lender will not make available to the Administrative Agent an amount equal to its Pro Rata Share of such Committed Borrowing, the Administrative Agent may assume that such Committed Lender has made such amount available to the Administrative Agent and, in reliance upon such assumption, make a corresponding amount available to the Company. If and to the extent such Committed Lender has not made such amount available to the Administrative Agent, such Committed Lender and the Company jointly and severally agree to repay such amount to the Administrative Agent forthwith on demand, together with interest thereon at the interest rate applicable to Loans included in such Committed Borrowing or, in the case of any Committed Lender which repays such amount within three Business Days, (i) in the case of a Loan in US Dollars, the Federal Funds Rate, or (ii) in the case of a Loan in any Available Currency, the Foreign Overnight Rate (together with, in each case, such other compensatory amounts as may be required to be paid by such Committed Lender to the Administrative Agent pursuant to the Rules for Interbank Compensation of the Council on International Banking or the Clearinghouse Compensation Committee, as applicable, as in effect from time to time). Nothing set forth in this clause (a) shall relieve any Committed Lender of any obligation it may have to make any Loan hereunder.

Funding Reliance. (a) Unless the Administrative Agent receives shall have received notice from a Committed Lender by noon, Chicago time, on prior to the day proposed date of a proposed Committed any Borrowing that such Committed Lender will not make available to the Administrative Agent an amount equal to its Pro Rata Share such Lender’s share of such Committed Borrowing, the Administrative Agent may assume that such Committed Lender has made such amount share available to the Administrative Agent andon such date in accordance with Section 2.2 and may, in reliance upon such assumption, make a corresponding amount available to the CompanyBorrower a corresponding amount. If and to the extent In such Committed event, if a Lender has not in fact made such amount its share of the applicable Borrowing available to the Administrative Agent, such Committed then the applicable Lender and the Company jointly and Borrower severally agree to repay such amount pay to the Administrative Agent forthwith on demand, together demand such corresponding amount with interest thereon at thereon, for each day from and including the interest rate applicable to Loans included in such Committed Borrowing or, in the case of any Committed Lender which repays date such amount within three Business Daysis made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of a Loan in US Dollarspayment to be made by such Lender, the greater of the Federal Funds Rate, or Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation and (ii) in the case of a Loan in any Available Currencypayment to be made by the Borrower, the Foreign Overnight Rate (together with, in each case, Adjusted Base Rate. If the Borrower and such other compensatory amounts as may be required to be paid by Lender shall pay such Committed Lender interest to the Administrative Agent pursuant for the same or an overlapping period, the Administrative Agent shall promptly remit to the Rules Borrower the amount of such interest paid by the Borrower for Interbank Compensation such period. If such Lender pays its share of the Council on International Banking or applicable Borrowing to the Clearinghouse Compensation CommitteeAdministrative Agent, as applicable, as then the amount so paid shall constitute such Lender’s Loan included in effect from time such Borrowing. Any payment by the Borrower shall be without prejudice to time). Nothing set forth in this clause (a) shall relieve any Committed Lender of any obligation it claim the Borrower may have against a Lender that shall have failed to make any Loan hereundersuch payment to the Administrative Agent.

Funding Reliance. (a) Unless the Administrative Agent receives shall have received notice from a Committed Lender by noon, Chicago time, on prior to the day proposed date of a proposed Committed any Borrowing that such Committed Lender will not make available to the Administrative Agent an amount equal to its Pro Rata Share such Lender’s share of such Committed Borrowing, the Administrative Agent may assume that such Committed Lender has made such amount share available to the Administrative Agent andon such date in accordance with Section 2.2 and may, in reliance upon such assumption, make a corresponding amount available to the Companyapplicable Borrower a corresponding amount. If and to the extent In such Committed event, if a Lender has not in fact made such amount its share of the applicable Borrowing available to the Administrative Agent, such Committed then the applicable Lender and the Company jointly and applicable Borrower severally agree to repay such amount pay to the Administrative Agent forthwith on demand, together demand such corresponding amount with interest thereon at thereon, for each day from and including the interest rate applicable to Loans included in such Committed Borrowing or, in the case of any Committed Lender which repays date such amount within three Business Daysis made available to the applicable Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of a Loan in US Dollarspayment to be made by such Lender, the greater of the Federal Funds Rate, or Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation and (ii) in the case of a Loan in any Available Currencypayment to be made by a Borrower, the Foreign Overnight Rate (together with, in each case, Adjusted Base Rate. If a Borrower and such other compensatory amounts as may be required to be paid by Lender shall pay such Committed Lender interest to the Administrative Agent pursuant for the same or an overlapping period, the Administrative Agent shall promptly remit to such Borrower the amount of such interest paid by such Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Rules for Interbank Compensation of Administrative Agent, then the Council on International Banking or the Clearinghouse Compensation Committee, as applicable, as amount so paid shall constitute such Lender’s Loan included in effect from time such Borrowing. Any payment by a Borrower shall be without prejudice to time). Nothing set forth in this clause (a) shall relieve any Committed Lender of any obligation it claim such Borrower may have against a Lender that shall have failed to make any Loan hereundersuch payment to the Administrative Agent.

Funding Reliance. (a) Unless the Administrative Agent receives notice from a Committed Lender by noonnoon (Chicago, Chicago Illinois time, ) on the day of a the proposed Committed Borrowing borrowing that such Committed Lender will not make available to the Administrative Agent an amount equal to its Pro Rata Share such Lender's Percentage of such Committed Borrowingborrowing, the Administrative Agent may assume that such Committed Lender has made such amount available to the Administrative Agent and, in reliance upon such assumption, make a corresponding amount available to the CompanyBorrowers. If and to the extent such Committed Lender has not made such amount available to the Administrative Agent, such Committed Lender and the Company Borrowers jointly and severally agree to repay such amount to the Administrative Agent forthwith on demand, together with interest thereon at the interest rate applicable to Loans included in comprising such Committed Borrowing borrowing or, in the case of any Committed Lender which that repays such amount within three Business Days, (i) in the case of a Loan in US Dollars, the Federal Funds Rate, or (ii) in the case of a Loan in any Available Currency, the Foreign Overnight Rate (together with, in each case, with such other compensatory amounts as may be required to be paid by such Committed Lender to the Administrative Agent pursuant to the Rules for Interbank Compensation of the Council on International Banking or the Clearinghouse Compensation Committee, as applicable, as in effect from time to time). Nothing set forth in this clause CLAUSE (aE) shall relieve any Committed Lender of any obligation it may have to make any Loan hereunder.

Funding Reliance. (a) Unless the Administrative Agent receives notice from a Committed Lender shall have been notified by noontelephone, Chicago confirmed in writing, by any Lender, (i) with respect to LIBO Rate Loans, by 12:00 Noon, New York City time, on the Business Day prior to a Borrowing or (ii) with respect to Base Rate Loans, by 2:00 p.m., New York City time, on the same day of a proposed Committed Borrowing Borrowing, that such Committed Lender will not make available to the Administrative Agent an amount equal to which would constitute its Pro Rata Share Percentage of such Committed BorrowingBorrowing on the date specified therefor, the Administrative Agent may assume that such Committed Lender has made such amount available to the Administrative Agent and, in reliance upon such assumption, may, but shall not be required to, make a corresponding amount available to the CompanyBorrower a corresponding amount. If and to the extent that such Committed Lender has shall not have made such amount available to the Administrative Agent, such Committed Lender and the Company jointly and Borrower severally agree to repay such amount to the Administrative Agent forthwith on demand, demand such corresponding amount together with interest thereon 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 included in comprising such Committed Borrowing; PROVIDED, that if such Lender makes available the amount which is its Percentage of such Borrowing oron or before the next Business Day following the day when due, in the case of any Committed Lender which repays interest rate payable on such amount within three Business Days, (i) in the case of a Loan in US Dollars, shall be the Federal Funds Rate, or (ii) in the case of a Loan in any Available Currency, the Foreign Overnight Rate (together with, in each case, such other compensatory amounts as may be required to be paid by such Committed Lender to the Administrative Agent pursuant to the Rules for Interbank Compensation of the Council on International Banking or the Clearinghouse Compensation Committee, as applicable, as in effect from time to time). Nothing set forth in this clause (a) shall relieve any Committed Lender of any obligation it may have to make any Loan hereunder.

Funding Reliance. (a) Unless the Administrative Post-Petition Agent receives notice from a Committed Lender by noon11:00 A.M., Chicago Dallas time, on the day of a proposed Committed Borrowing borrowing that such Committed Lender will not make available to the Administrative Post-Petition Agent an the amount equal to which would constitute its Pro Rata Share pro rata share of such Committed Borrowingborrowing in accordance with SECTION 2.2, the Administrative Post-Petition Agent may (but shall not be so required) assume that such Committed Lender has made such amount available to the Administrative Post-Petition Agent and, in reliance upon such assumption, make a corresponding amount available to the Company. If and to the extent such Committed Lender has not made any such amount available to the Administrative Post-Petition Agent, such Committed Lender and the Company jointly and severally agree to repay such amount to the Administrative Post-Petition Agent forthwith on demand, together with interest thereon at the interest rate applicable to Loans included in such Committed Borrowing or, in the case of any Committed Lender which repays such amount within three Business Days, (i) in the case of a Loan in US Dollars, the Federal Funds Rate, or (ii) in the case of a Loan in any Available Currency, the Foreign Overnight Rate (together with, in each case, with such other compensatory amounts as may be required to be paid by such Committed Lender to the Administrative Post-Petition Agent pursuant to the Rules for Interbank Compensation of the Council on International Banking or the Clearinghouse Compensation Committee, as applicable, as in effect from time to time). Nothing set forth in this clause CLAUSE (aA) shall relieve any Committed Lender of any obligation it may have to make any Loan hereunder.

Funding Reliance. (a) Unless the Administrative Agent receives notice from a Committed Lender shall have been notified by noontelephone, Chicago confirmed in writing, by any Bank by 9:30 A.M., San Francisco time, on the day of a proposed Committed relevant Borrowing Date that such Committed Lender Bank will not make available to the Administrative Agent an amount equal to which would constitute its Pro Rata Share Percentage of such Committed the related Borrowing, the Administrative Agent may assume assume, subject to the satisfactory fulfillment by the Borrower of the conditions precedent set forth in Section 11, that such Committed Lender has made Bank shall make such amount available to the Administrative Agent and, in reliance upon such assumption, assumption the Administrative Agent may (but shall not be required to) make a corresponding amount available to the CompanyBorrower a corresponding amount. If and to the extent that such Committed Lender has Bank shall not made make such amount available to the Administrative Agent, such Committed Lender Bank and the Company jointly and Borrower severally agree to repay such amount to the Administrative Agent forthwith on demand, demand such corresponding amount together with interest thereon 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 the Type of Loans included in comprising such Committed Borrowing orBorrowing; provided that if such amount is repaid by the Borrower and such Bank the Administrative Agent agrees to refund to the Borrower any excess amount paid by the Borrower; and provided, further, that the Borrower, upon the request of the Administrative Agent, agrees to return such refund to the Administrative Agent, on demand, in the case of any Committed Lender which repays such amount within three Business Days, (i) in the case of a Loan in US Dollars, the Federal Funds Rate, or (ii) in the case of a Loan in any Available Currency, the Foreign Overnight Rate (together with, in each case, such other compensatory amounts as may be required to be paid by such Committed Lender to event the Administrative Agent pursuant is legally required to the Rules for Interbank Compensation of the Council on International Banking or the Clearinghouse Compensation Committee, as applicable, as in effect return any amount received from time to time). Nothing set forth in this clause (a) shall relieve any Committed Lender of any obligation it may have to make any Loan hereundersuch Bank.

Funding Reliance. (a) Unless the Administrative Agent receives shall have received notice from a Committed Lender by noon, Chicago time, on prior to the day proposed date of a proposed Committed any Borrowing that such Committed Lender will not make available to the Administrative Agent an amount equal to its Pro Rata Share such Lender’s share of such Committed Borrowing, the Administrative Agent may assume that such Committed Lender has made such amount share available to the Administrative Agent andon such date in accordance with Section 2.2 and may, in reliance upon such assumption, make a corresponding amount available to the CompanyBorrower a corresponding amount. If and to the extent In such Committed event, if a Lender has not in fact made such amount its share of the applicable Borrowing available to the Administrative Agent, such Committed then the applicable Lender and the Company jointly and Borrower severally agree to repay such amount pay to the Administrative Agent forthwith on demand, together demand such corresponding amount with interest thereon at thereon, for each day from and including the interest rate applicable to Loans included in such Committed Borrowing or, in the case of any Committed Lender which repays date such amount within three Business Daysis made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of a Loan in US Dollarspayment to be made by such Lender, the greater of the Federal Funds Rate, or Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation and Overnight Rate and (ii) in the case of a Loan in any Available Currencypayment to be made by the Borrower, the Foreign Overnight Adjusted Base Rate (together with, in each case, plus the Applicable Percentage. If the Borrower and such other compensatory amounts as may be required to be paid by Lender shall pay such Committed Lender interest to the Administrative Agent pursuant for the same or an overlapping period, the Administrative Agent shall promptly remit to the Rules Borrower the amount of such interest paid by the Borrower for Interbank Compensation such period. If such Lender pays its share of the Council on International Banking or applicable Borrowing to the Clearinghouse Compensation CommitteeAdministrative Agent, as applicable, as then the amount so paid shall constitute such Lender’s Loan included in effect from time such Borrowing. Any payment by the Borrower shall be without prejudice to time). Nothing set forth in this clause (a) shall relieve any Committed Lender of any obligation it claim the Borrower may have against a Lender that shall have failed to make any Loan hereundersuch payment to the Administrative Agent.

Funding Reliance. (a) Unless the Administrative Agent receives notice from a Committed Lender shall ---------------- have been notified by noontelephone, Chicago confirmed in writing, by any Lender, (i) with respect to LIBO Rate Loans, by 12:00 Noon, New York City time, on the Business Day prior to a Borrowing or (ii) with respect to Base Rate Loans, by 2:00 p.m., New York City time, on the same day of a proposed Committed Borrowing Borrowing, or that such Committed Lender will not make available to the Administrative Agent an amount equal to which would constitute its Pro Rata Share Percentage of such Committed BorrowingBorrowing on the date specified therefor, the Administrative Agent may assume that such Committed Lender has made such amount available to the Administrative Agent and, in reliance upon such assumption, may, but shall not be required to, make a corresponding amount available to the CompanyBorrower a corresponding amount. If and to the extent that such Committed Lender has shall not have made such amount available to the Administrative Agent, such Committed Lender and the Company jointly and Borrower severally agree to repay such amount to the Administrative Agent forthwith on demand, demand such corresponding amount together with interest thereon 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 included in comprising such Committed Borrowing; provided, that if such Lender makes available the -------- amount which is its Percentage of such Borrowing oron or before the next Business Day following the day when due, in the case of any Committed Lender which repays interest rate payable on such amount within three Business Days, (i) in the case of a Loan in US Dollars, shall be the Federal Funds Rate, or (ii) in the case of a Loan in any Available Currency, the Foreign Overnight Rate (together with, in each case, such other compensatory amounts as may be required to be paid by such Committed Lender to the Administrative Agent pursuant to the Rules for Interbank Compensation of the Council on International Banking or the Clearinghouse Compensation Committee, as applicable, as in effect from time to time). Nothing set forth in this clause (a) shall relieve any Committed Lender of any obligation it may have to make any Loan hereunder.

Funding Reliance. (a) Unless the Administrative Agent receives notice from a Committed Lender by noon, Chicago time, on the day of a proposed Committed Borrowing borrowing that such Committed Lender will not make available to the Administrative Agent an amount equal to its Pro Rata Share applicable Percentage of such Committed Borrowingborrowing, the Administrative Agent may assume that such Committed Lender has made such amount available to the Administrative Agent and, in reliance upon such assumption, make a corresponding amount available to the Companyapplicable Borrower. If and to the extent such Committed Lender has not made such amount available to the Administrative Agent, such Committed Lender and the Company Borrowers jointly and severally agree to repay such amount to the Administrative Agent forthwith on demand, together with interest thereon at the interest rate applicable to Loans included in comprising such Committed Borrowing borrowing or, in the case of any Committed Lender which repays such amount within three Business Days, (i) in the case of a Loan in US Dollars, the Federal Funds Rate, or (ii) in the case of a Loan in any Available Currency, the Foreign Overnight Rate (together with, in each case, with such other compensatory amounts as may be required to be paid by such Committed Lender to the Administrative Agent pursuant to the Rules for Interbank Compensation of the Council on International Banking or the Clearinghouse Compensation Committee, as applicable, as in effect from time to time). Nothing set forth in this clause (a) shall relieve any Committed Lender of any obligation it may have to make any Loan hereunder.

Funding Reliance. (a) Unless the Administrative Agent receives shall have received notice from a Committed Lender by noonprior to the proposed date of any Borrowing of LIBOR Rate Loans (or, Chicago timein the case of any Borrowing of Base Rate Loans, prior to 11:00 a.m. on the day date of a proposed Committed Borrowing such Borrowing) that such Committed Lender will not make available to the Administrative Agent an amount equal to its Pro Rata Share such Lender’s share of such Committed Borrowing, the Administrative Agent may assume that such Committed Lender has made such amount share available to on such date in accordance with Section 2.3(b) (or, in the Administrative Agent andcase of a Borrowing of Base Rate Loans, that such Lender has made such share available in accordance with and at the time required by Section 2.3(b)) and may, in reliance upon such assumption, make a corresponding amount available to the CompanyBorrowers a corresponding amount. If and to the extent In such Committed event, if a Lender has not in fact made such amount its share of the applicable Borrowing available to the Administrative Agent, such Committed then the applicable Lender and the Company Borrowers jointly and severally agree to repay such amount pay to the Administrative Agent forthwith on demand, together demand such corresponding amount in immediately available funds with interest thereon at thereon, for each day from the interest rate applicable to Loans included in such Committed Borrowing or, in the case of any Committed Lender which repays date such amount within three Business Daysis made available to the Borrowers to the date of payment to the Administrative Agent, at (i) in the case of a Loan in US Dollarspayment to be made by such Lender, the greater of the Federal Funds Rate, or Open Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation and (ii) in the case of a Loan in any Available Currencypayment to be made by the Borrowers, the Foreign Overnight Rate (together with, in each case, such other compensatory amounts as may be required interest rate applicable to be paid by such Committed Lender to the Administrative Agent pursuant to the Rules for Interbank Compensation of the Council on International Banking or the Clearinghouse Compensation Committee, as applicable, as in effect from time to time). Nothing set forth in this clause (a) shall relieve any Committed Lender of any obligation it may have to make any Loan hereunder.Base

Funding Reliance. (a) Unless the Administrative Agent receives notice from a Committed or, with respect to any Canadian Dollar Loan, the Foreign Currency Agent, shall have been notified by telephone, confirmed in writing, by any Lender by noon2:00 P.M., Chicago time, on the day of a the proposed Committed Borrowing that such Committed Lender will not make available to the Administrative Agent an amount equal to which would constitute its Pro Rata Share Percentage of such Committed BorrowingBorrowing on the date specified therefor, the Administrative Agent or the Foreign Currency Agent, as applicable, may assume assume, subject to the satisfactory fulfillment by the Parent of the conditions precedent set forth in Section 13, that such Committed Lender has made such amount available to the Administrative Agent or the Foreign Currency Agent, and, in reliance upon such assumption, make a corresponding amount available to the CompanyParent or the Co-Borrowers, as applicable, a corresponding amount. If and to the extent that such Committed Lender has shall not have made such amount available to the Administrative Agent or the Foreign Currency Agent, as applicable, such Committed Lender Lender, the Parent and the Company jointly and Co-Borrowers, severally agree to repay the Administrative Agent or the Foreign Currency Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date the Administrative Agent or the Foreign Currency Agent made such amount available to the Parent or the Co-Borrowers to the date such amount is repaid to the Administrative Agent forthwith on demandor the Foreign Currency Agent, together with interest thereon at the interest rate applicable at the time to Loans included in comprising such Committed Borrowing or, in the case of any Committed Lender which repays such amount within three Business Days, (i) in the case of a Loan in US Dollars, the Federal Funds Rate, or (ii) in the case of a Loan in any Available Currency, the Foreign Overnight Rate (together with, in each case, such other compensatory amounts as may be required to be paid by such Committed Lender to the Administrative Agent pursuant to the Rules for Interbank Compensation of the Council on International Banking or the Clearinghouse Compensation Committee, as applicable, as in effect from time to time). Nothing set forth in this clause (a) shall relieve any Committed Lender of any obligation it may have to make any Loan hereunderBorrowing.

Funding Reliance. (a) Unless the Administrative Agent receives notice from a Committed Lender by noonnoon (Chicago, Chicago Illinois time, ) on the day of a the proposed Committed Borrowing borrowing that such Committed Lender will not make available to the Administrative Agent an amount equal to its Pro Rata Share such Lender's Percentage of such Committed Borrowingborrowing, the Administrative Agent may assume that such Committed Lender has made such amount available to the Administrative Agent and, in reliance upon such assumption, make a corresponding amount available to the CompanyBorrowers. If and to the extent such Committed Lender has not made such amount available to the Administrative Agent, such Committed Lender and the Company Borrowers jointly and severally agree to repay such amount to the Administrative Agent forthwith on demand, together with interest thereon at the interest rate applicable to Loans included in comprising such Committed Borrowing borrowing or, in the case of any Committed Lender which that repays such amount within three Business Days, (i) in the case of a Loan in US Dollars, the Federal Funds Rate, or (ii) in the case of a Loan in any Available Currency, the Foreign Overnight Rate (together with, in each case, with such other compensatory amounts as may be required to be paid by such Committed Lender to the Administrative Agent pursuant to the Rules for Interbank Compensation of the Council on International Banking or the Clearinghouse Compensation Committee, as applicable, as in effect from time to time). Nothing set forth in this clause (aC) shall relieve any Committed Lender of any obligation it may have to make any Loan hereunder.