Common use of Funding Reliance Clause in Contracts

Funding Reliance. Unless the Lender Agent shall have been notified in writing by any Lender by 6:00 p.m. (New York City time) on the Business Day prior to a Funding Date that such Lender will not make available the amount that would constitute its Pro Rata Share of the requested Loans on the date specified therefor, the Lender Agent may assume that such Lender has made such amount available to the Lender Agent and, in reliance upon such assumption, may make available to the Borrowers a corresponding amount; provided that the Lender Agent shall be under no obligation whatsoever to advance funds to the Borrowers on behalf of any Lender or to the Lenders on behalf of the Borrowers. However, if in its sole and absolute discretion the Lender Agent does so advance funds, the applicable Lender and the Borrowers jointly and severally (in the case of an advance to the Borrowers on behalf of a Lender) or any Lender receiving payments and the Borrowers (in the case of an advance to a Lender on behalf of the Borrowers) agree to repay such amount to the Lender Agent forthwith on demand, together with interest thereon at the interest rate applicable to Loans comprising such borrowing for each day from the date the Lender Agent made such funds available to the Borrowers to the date such amount is repaid to the Lender Agent. Nothing set forth in this section shall relieve any Lender of any obligation it may have to make any Loan, or any Obligor to make any payment, hereunder.

Funding Reliance. (a) Unless the Lender Administrative Agent shall have been notified received notice from a Lender prior to the proposed date of any Borrowing of Term SOFR Loans (or, in writing by the case of any Lender by 6:00 Borrowing of Alternate Base Rate Loans, prior to 1:30 p.m. (New York City time) on the Business Day prior to a Funding Date date of such Borrowing) that such Lender will not make available to the amount that would constitute its Pro Rata Share Administrative Agent such Xxxxxx’s share of the requested Loans on the date specified thereforsuch Borrowing, the Lender Administrative Agent may assume that such Lender has made such amount share available to on such date in accordance with Section 2.4(c) (or, in the case of a Borrowing of Alternate Base Rate Loans, that such Lender Agent andhas made such share available in accordance with and at the time required by Section 2.4(c)) and may, in reliance upon such assumption, may make available to the Borrowers a corresponding amount; provided that . In such event, if a Lender has not in fact made its share of the Lender Agent shall be under no obligation whatsoever to advance funds applicable Borrowing available to the Borrowers on behalf of any Lender or to the Lenders on behalf of the Borrowers. HoweverAdministrative Agent, if in its sole and absolute discretion the Lender Agent does so advance funds, then the applicable Lender and the Borrowers jointly and severally (in the case of an advance agree to pay to the Borrowers on behalf of a Lender) or any Lender receiving payments and the Borrowers (in the case of an advance to a Lender on behalf of the Borrowers) agree to repay such amount to the Lender Administrative Agent forthwith on demand, together demand such corresponding amount in immediately available funds with interest thereon at the interest rate applicable to Loans comprising such borrowing thereon, for each day from the date the Lender Agent such amount is made such funds available to the Borrowers to the date such amount is repaid of payment to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing and (ii) in the case of a payment to be made by the Borrowers, the interest rate applicable to Alternate Base Rate Loans. If the Borrowers and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Lead Borrower the amount of such interest paid by the Borrowers for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Nothing set forth in this section shall relieve any Lender of any obligation it may have to make any Loan, or any Obligor to make any payment, hereunder.Any payment by a

Funding Reliance. Unless the Lender Administrative Agent shall have been notified in writing by any received notice from a Lender by 6:00 p.m. (New York City time) on the Business Day prior to a the Closing Date (or the Pre-Closing Funding Date Date, if applicable) that such Lender will not make available to the amount that would constitute its Pro Rata Share Administrative Agent such Lender’s share of the requested Loans any Borrowing on the date specified thereforClosing Date (or the Pre-Closing Funding Date, if applicable), the Lender Administrative Agent may assume that such Lender has made such amount share available to on the Lender Agent andClosing Date (or the Pre-Closing Funding Date, if applicable) in accordance with Section 2.2 and may, in reliance upon such assumption, may make available to the Borrowers a corresponding amount; provided that the Lender Agent shall be under no obligation whatsoever to advance funds to the Borrowers on behalf of any Lender Borrower (or to the Lenders Person or Persons designated by the Borrower in the Notice of Borrowing) a corresponding amount on behalf the Closing Date. In such event, if a Lender has not in fact made its share of the Borrowers. Howeverapplicable Borrowing available to the Administrative Agent, if in its sole and absolute discretion the Lender Agent does so advance funds, then the applicable Lender and the Borrowers jointly and Borrower severally (in the case of an advance agree to pay to the Borrowers on behalf of a Lender) or any Lender receiving payments and the Borrowers (in the case of an advance to a Lender on behalf of the Borrowers) agree to repay such amount to the Lender Administrative Agent forthwith on demand, together demand such corresponding amount with interest thereon at the interest rate applicable to Loans comprising such borrowing thereon, for each day from the date the Lender Agent made such funds available to the Borrowers to and including the date such amount is repaid made available to the Borrower (or to the Person or Persons designated by the Borrower in the Notice of Borrowing) to but excluding the date of payment to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation and (ii) in the case of a payment to be made by the Borrower, the Adjusted Base Rate. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Nothing set forth in this section Any payment by the Borrower shall relieve be without prejudice to any Lender of any obligation it claim the Borrower may have against a Lender that shall have failed to make any Loan, or any Obligor such payment to make any payment, hereunderthe Administrative Agent.

Funding Reliance. Unless the Lender Credit Agent shall have been notified in writing by any Lender by 6:00 p.m. (New York City time) on the Business Day prior to a Funding Date that such Lender will not make available the amount that would constitute its Pro Rata Share of the requested Loans on the date specified therefor, the Lender Credit Agent may assume that such Lender has made such amount available to the Lender Credit Agent and, in reliance upon such assumption, may make available to the Borrowers a corresponding amount; provided that the Lender Credit Agent shall be under no obligation whatsoever to advance funds to the Borrowers on behalf of any Lender or to the Lenders on behalf of the Borrowers. However, if in its sole and absolute discretion the Lender Credit Agent does so advance funds, the applicable Lender and the Borrowers jointly and severally (in the case of an advance to the Borrowers on behalf of a Lender) or any Lender receiving payments and the Borrowers (in the case of an advance to a Lender on behalf of the Borrowers) agree to repay such amount to the Lender Credit Agent forthwith on demand, together with interest thereon at the interest rate applicable to Loans comprising such borrowing for each day from the date the Lender Credit Agent made such funds available to the Borrowers to the date such amount is repaid to the Lender Credit Agent. Nothing set forth in this section shall relieve any Lender of any obligation it may have to make any Loan, or any Obligor to make any payment, hereunder.

Funding Reliance. (a) Unless the Agent receives notice from the Company prior to the date on which any payment is due to the Lenders that the Company will not make such payment in full as and when required, the Agent may assume that the Company has made such payment in full to the Agent on such date in immediately available funds and the Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Company has not made such payment in full to the Agent, each Lender shall repay to the Agent shall have been notified in writing by any on demand such amount 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 by 6:00 p.m. until the date repaid. 20 (New York City timeb) on Unless the Agent receives notice from a Lender at least one Business Day prior to the date of a Funding Date requested borrowing that such Lender will not make available as and when required hereunder to the Agent for the account of the Company the amount of that would constitute its Pro Rata Share Lender's Percentage of the requested Loans on the date specified thereforborrowing, the Lender Agent may assume that such each Lender has made such amount available to the Lender Agent andin immediately available funds on the borrowing date and the Agent may (but shall not be so required), in reliance upon such assumption, may make available to the Borrowers Company on such date a corresponding amount; provided . If and to the extent any Lender shall not have made its full amount available to the Agent in immediately available funds and the Agent in such circumstances has made available to the Company such amount, that Lender shall on the Business Day following such borrowing date make such amount available to the Agent, together with interest at the Federal Funds Rate for each day during such period. A notice of the Agent submitted to any Lender with respect to amounts owing under this subsection (b) shall be conclusive, absent manifest error. If such amount is so made available, such payment to the Agent shall be under no obligation whatsoever to advance funds constitute such Lender's Loan on the date of borrowing for all purposes of this Agreement. If such amount is not made available to the Borrowers Agent on behalf of any Lender or to the Lenders on behalf of Business Day following the Borrowers. However, if in its sole and absolute discretion the Lender Agent does so advance fundsborrowing date, the applicable Lender and Agent will notify the Borrowers jointly and severally (in Company of such failure to fund and, upon demand by the case of an advance to Agent, the Borrowers on behalf of a Lender) or any Lender receiving payments and the Borrowers (in the case of an advance to a Lender on behalf of the Borrowers) agree to repay Company shall pay such amount to the Lender Agent forthwith on demandfor the Agent's account, together with interest thereon for each day elapsed since the date of such borrowing, at a rate per annum equal to the interest rate applicable at the time to the Loans comprising such borrowing for each day from the date the Lender Agent made such funds available to the Borrowers to the date such amount is repaid to the Lender Agent. Nothing set forth in this section shall relieve any Lender of any obligation it may have to make any Loan, or any Obligor to make any payment, hereunderborrowing.

Funding Reliance. Unless the Lender Administrative Agent shall have been notified in writing by any received notice from a Lender by 6:00 p.m. (New York City time) on the Business Day prior to a Funding the Closing Date that such Lender will not make available to the amount that would constitute its Pro Rata Share Administrative Agent such Lender’s share of the requested Loans any Borrowing on the date specified thereforClosing Date, the Lender Administrative Agent may assume that such Lender has made such amount share available to on the Lender Agent andClosing Date in accordance with Section 2.2 and may, in reliance upon such assumption, may make available to the Borrowers a corresponding amount; provided that the Lender Agent shall be under no obligation whatsoever to advance funds to the Borrowers on behalf of any Lender Borrower (or to the Lenders Person or Persons designated by the Borrower in the Notice of Borrowing) a corresponding amount on behalf the Closing Date. In such event, if a Lender has not in fact made its share of the Borrowers. Howeverapplicable Borrowing available to the Administrative Agent, if in its sole and absolute discretion the Lender Agent does so advance funds, then the applicable Lender and the Borrowers jointly and Borrower severally (in the case of an advance agree to pay to the Borrowers on behalf of a Lender) or any Lender receiving payments and the Borrowers (in the case of an advance to a Lender on behalf of the Borrowers) agree to repay such amount to the Lender Administrative Agent forthwith on demand, together demand such corresponding amount with interest thereon at the interest rate applicable to Loans comprising such borrowing thereon, for each day from the date the Lender Agent made such funds available to the Borrowers to and including the date such amount is repaid made available to the Borrower (or to the Person or Persons designated by the Borrower in the Notice of Borrowing) to but excluding the date of payment to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation and (ii) in the case of a payment to be made by the Borrower, the Adjusted Base Rate. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Nothing set forth in this section Any payment by the Borrower shall relieve be without prejudice to any Lender of any obligation it claim the Borrower may have against a Lender that shall have failed to make any Loan, or any Obligor such payment to make any payment, hereunderthe Administrative Agent.

Funding Reliance. (a) Unless the Lender Administrative Agent shall have been notified received notice from a Lender prior to the proposed date of any Borrowing of Term SOFR Loans (or, in writing by the case of any Lender by 6:00 p.m. (New York City time) Borrowing of Base Rate Loans, prior to 11:00 a.m. on the Business Day prior to a Funding Date date of such Borrowing) that such Lender will not make available to the amount that would constitute its Pro Rata Share Administrative Agent such Lender’s share of the requested Loans on the date specified thereforsuch Borrowing, the Lender Administrative Agent may assume that such Lender has made such amount share available to on such date in accordance with Section 2.3(b) (or, in the case of a Borrowing of Base Rate Loans, that such Lender Agent andhas made such share available in accordance with and at the time required by Section 2.3(b)) and may, in reliance upon such assumption, may make available to the Borrowers a corresponding amount; provided that . In such event, if a Lender has not in fact made its share of the Lender Agent shall be under no obligation whatsoever to advance funds applicable Borrowing available to the Borrowers on behalf of any Lender or to the Lenders on behalf of the Borrowers. HoweverAdministrative Agent, if in its sole and absolute discretion the Lender Agent does so advance funds, then the applicable Lender and the Borrowers jointly and severally (in the case of an advance agree to pay to the Borrowers on behalf of a Lender) or any Lender receiving payments and the Borrowers (in the case of an advance to a Lender on behalf of the Borrowers) agree to repay such amount to the Lender Administrative Agent forthwith on demand, together demand such corresponding amount in immediately available funds with interest thereon at the interest rate applicable to Loans comprising such borrowing thereon, for each day from the date the Lender Agent such amount is made such funds available to the Borrowers to the date of payment to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Federal 70 Funds 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 payment to be made by the Borrowers, the interest rate applicable to Base Rate Loans. If the Borrowers and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrowers the amount of such interest paid by the Borrowers for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by a Borrower shall be without prejudice to any claim a Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent. (b) 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 for the account of the Lenders hereunder that the Borrowers will not make such payment, the Administrative Agent may assume that the Borrowers have made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders, as the case may be, the amount due. In such event, if the Borrowers have not in fact made such payment, then each of the Lenders, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender, in immediately available funds with interest thereon, for each day from the date such amount is repaid distributed to it to the Lender date of payment to the Administrative Agent, at the greater of the Federal Funds Open Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. Nothing set forth in this section shall relieve any Lender of any obligation it may have to make any Loan, or any Obligor to make any payment, hereunder.13.13

Funding Reliance. Unless the Lender Agent shall have been notified in writing by any Lender by 6:00 3:00 p.m. (New York City time) on the Business Day prior to a Funding Date that such Lender will not make available the amount that would constitute its Pro Rata Share of the requested Loans on the date specified therefor, the Lender Agent may assume that such Lender has made such amount available to the Lender Agent and, in reliance upon such assumption, may make available to the Borrowers a corresponding amount; provided that the Lender Agent shall be under no obligation whatsoever to advance funds to the Borrowers on behalf of any Lender or to the Lenders on behalf of the Borrowers. However, if in its sole and absolute discretion the Lender Agent does so advance funds, the applicable Lender and the Borrowers jointly and severally (in the case of an advance to the Borrowers on behalf of a Lender) or any Lender receiving payments and the Borrowers (in the case of an advance to a Lender on behalf of the Borrowers) agree to repay such amount to the Lender Agent forthwith on demand, together with interest thereon at the interest rate applicable to Loans comprising such borrowing for each day from the date the Lender Agent made such funds available to the Borrowers to the date such amount is repaid to the Lender Agent. Nothing set forth in this Loan Agreement section shall relieve any Lender of any obligation it may have to make any Loan, or any Obligor to make any payment, hereunder.

Funding Reliance. (a) Unless the Lender Administrative Agent shall have been notified received notice from a Lender prior to the proposed date of any Borrowing of Eurodollar Rate Loans (or, in writing by the case of any Lender by 6:00 p.m. (New York City time) Borrowing of Alternate Base Rate Loans, prior to 10:30 a.m. on the Business Day prior to a Funding Date date of such Borrowing) that such Lender will not make available to the amount that would constitute its Pro Rata Share Administrative Agent such Lender’s share of the requested Loans on the date specified thereforsuch Borrowing, the Lender Administrative Agent may assume that such Lender has made such amount share available to on such date in accordance with Section 2.4(c) (or, in the case of a Borrowing of Alternate Base Rate Loans, that such Lender Agent andhas made such share available in accordance with and at the time required by Section 2.4(c)) and may, in reliance upon such assumption, may make available to the Borrowers applicable Borrower a corresponding amount; provided that . In such event, if a Lender has not in fact made its share of the Lender Agent shall be under no obligation whatsoever to advance funds applicable Borrowing available to the Borrowers on behalf of any Lender or to the Lenders on behalf of the Borrowers. HoweverAdministrative Agent, if in its sole and absolute discretion the Lender Agent does so advance funds, then the applicable Lender and the Borrowers jointly and applicable Borrower severally (in the case of an advance agree to pay to the Borrowers on behalf of a Lender) or any Lender receiving payments and the Borrowers (in the case of an advance to a Lender on behalf of the Borrowers) agree to repay such amount to the Lender Administrative Agent forthwith on demand, together demand such corresponding amount in immediately available funds with interest thereon at the interest rate applicable to Loans comprising such borrowing thereon, for each day from the date the Lender Agent such amount is made such funds available to the Borrowers applicable Borrower to the date such amount is repaid of payment to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation and (ii) in the case of a payment to be made by the Borrower, the interest rate applicable to Alternate Base Rate Loans. If such Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to 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 Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Nothing set forth in this section Any payment by a Borrower shall relieve be without prejudice to any Lender of any obligation it claim such Borrower may have against a Lender that shall have failed to make any Loan, or any Obligor such payment to make any payment, hereunderthe Administrative Agent.