Common use of Presumption by Administrative Agent Clause in Contracts

Presumption by Administrative Agent. (i) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed time of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made its share available at such time in accordance with Section 2.01(b) and may (but shall not be obligated), in reliance upon such assumption, make available to a Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then (A) the applicable Lender, on one hand, and (B) the Borrowers on a joint and several basis on the other hand, severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to a Borrower to but excluding the date of payment to the Administrative Agent, at (x) 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 (y) in the case of a payment to be made by a Borrower, the interest rate applicable to ABR Loans. If a 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. Any payment by a Borrower shall be without prejudice to any claim such Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

Presumption by Administrative Agent. (i) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed time of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made its such share available at on such time date in accordance with paragraph (a) of this Section 2.01(b) and may (but shall not be obligated)may, in reliance upon such assumption, make available to a Borrower the Company a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then (A) the applicable Lender, on one hand, Lender and (B) the Borrowers on a joint and several basis on the other hand, Company severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to a Borrower the Company to but excluding the date of payment to the Administrative AgentAgent (the “Compensation Period”), at (xi) in the case of a payment to be made by such Lender, the greater of the Federal Funds NYFRB Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation and or (yii) in the case of a payment to be made by a Borrowerthe Company, the interest rate applicable to ABR Loans. If a 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 such amount to the Administrative Agent, then the such amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by a Borrower Nothing herein shall be without deemed to relieve any Lender from its obligation to fulfill its Commitments or to prejudice to any claim such Borrower rights which the Administrative Agent, any Lender or the Company may have against any other Lender as a result of any default by such Lender that shall have failed to make such payment to the Administrative Agenthereunder.

Presumption by Administrative Agent. (i) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed time of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made its such share available at on such time date in accordance with paragraph (a) of this Section 2.01(b) and may (but shall not be obligated)may, in reliance upon such assumption, make available to a the applicable Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then (A) the applicable Lender, on one hand, and (B) the Borrowers on a joint and several basis on the other hand, severally agree Lender agrees to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to a such Borrower to but excluding the date of payment to the Administrative AgentAgent (the “Compensation Period”), at (x) in the case of a payment to be made by such Lender, the greater of (i) the Federal Funds Effective Rate from time to time in effect and (ii) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation and (y) in the case of a payment to be made by a Borrower, the interest rate applicable to ABR Loans. If a 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 periodcompensation. If such Lender pays its share of the applicable Borrowing such amount to the Administrative Agent, then the such amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by If such Lender does not pay such amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent may make a demand therefor upon the applicable Borrower, and such Borrower shall pay such amount to the Administrative Agent, together with interest thereon for the Compensation Period at a rate per annum equal to the rate of interest applicable to the applicable Borrowing. Nothing herein shall be without deemed to relieve any Lender from its obligation to fulfill its Commitments or to prejudice to any claim such rights which the Administrative Agent, any Lender or any Borrower may have against any other Lender as a result of any default by such Lender that shall have failed to make such payment to the Administrative Agenthereunder.

Presumption by Administrative Agent. (i) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed time of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made its such share available at such time in accordance with Section 2.01(b) and may (but shall not be obligated)may, in reliance upon such assumption, make available to a the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then (A) the applicable Lender, on one hand, Lender and (B) the Borrowers on a joint and several basis on the other hand, Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to a the Borrower to but excluding the date of payment to the Administrative Agent, at (x) 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 (y) in the case of a payment to be made by a the Borrower, the interest rate applicable to ABR Loans. If a 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 such the Borrower the amount of such interest paid by such 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. Any payment by a the Borrower shall be without prejudice to any claim such the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

Presumption by Administrative Agent. (i) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed time date of any Eurodollar Borrowing (or in the case of any Borrowing of ABR Loans, prior to 2 p.m. New York City time, on the date of such Borrowing) that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made its such share available at on such time date in accordance with paragraph (a) of this Section 2.01(b) and may (but shall not be obligated)may, in reliance upon such assumption, make available to a the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then (A) the applicable Lender, on one hand, Lender and (B) the Borrowers on a joint and several basis on the other hand, Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to a the Borrower to but excluding the date of payment to the Administrative Agent, at (xi) in the case of a payment to be made by such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation and or (yii) in the case of a payment to be made by a the Borrower, the interest rate applicable to ABR Loansthe Loans comprising such Borrowing. If a the Borrower and such Lender shall both pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to such the Borrower the amount of such interest paid by such the Borrower for such period. If such Lender pays its share of the applicable Borrowing such amount to the Administrative Agent, then the such amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by a the Borrower shall be without prejudice to any claim such the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

Presumption by Administrative Agent. (i) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed time date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made its such share available at on such time date in accordance with paragraph (b) of this Section 2.01(b) and may (but shall not be obligated)may, in reliance upon such assumptionassumption but without any obligation to do so, make available to a Borrower Borrowers a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then (A) the applicable Lender, Lender on the one hand, hand and (B) the applicable Borrowers on a joint and several basis on the other hand, severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to a any Borrower to but excluding the date of payment to the Administrative Agent, at (xi) in the case of a payment to be made by such Lender, for the first three Business Days the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation and thereafter at the Base Rate (yfor such applicable currency) and (ii) in the case of a payment to be made by a Borrower, the interest rate applicable to ABR LoansBase Rate Loans (for such applicable currency). If a Borrower 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 such Borrower the applicable Borrowers the amount of such interest paid by such Borrower 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 Borrowers shall be without prejudice to any claim such Borrower Borrowers may have against a Lender that shall have failed to make such payment to the Administrative Agent. A notice of Administrative Agent to any Lender or any Borrower with respect to any amount owing under this paragraph (e) shall be conclusive, absent manifest error.

Presumption by Administrative Agent. (i) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed time date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made its such share available at on such time date in accordance with paragraph (a) of this Section 2.01(b) and may (but shall not be obligated)may, in reliance upon such assumption, make available to a the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then (A) the applicable Lender, on one hand, Lender and (B) the Borrowers on a joint and several basis on the other hand, Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to a the Borrower to but excluding the date of payment to the Administrative Agent, at (xi) in the case of a payment to be made by such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation and or (yii) in the case of a payment to be made by a the Borrower, the interest rate applicable to ABR Loansthe Loans comprising such Borrowing. If a the Borrower and such Lender shall both pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to such the Borrower the amount of such interest paid by such the Borrower for such period. If such Lender pays its share of the applicable Borrowing such amount to the Administrative Agent, then the such amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by a the Borrower shall be without prejudice to any claim such the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

Presumption by Administrative Agent. (i) Unless the Administrative Agent shall have received notice from a Declining Lender prior Notice pursuant to the proposed time and in accordance with Section 2.18 in respect of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such BorrowingLoan, the Administrative Agent may assume that such Lender has made its such share available at on such time date in accordance with Section 2.01(b2.4(a) and may (but shall not be obligated)may, in reliance upon such assumptionassumption but without any obligation to do so, make available to a the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then (A) the applicable Lender, Lender on the one hand, hand and (B) the Borrowers on a joint and several basis Borrower on the other hand, severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to a the Borrower to but excluding the date of payment to the Administrative Agent, at (xiii) in the case of a payment to be made by such Lender, for the first three Business Days the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation and thereafter at the Base Rate and (yiv) in the case of a payment to be made by a the Borrower, 2% plus the interest rate applicable to ABR LoansBase Rate. If a 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 such the Borrower the amount of such interest paid by such 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. Any payment by a the Borrower shall be without prejudice to any claim such the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent. A notice of Administrative Agent to any Lender or the Borrower with respect to any amount owing under this Section 2.4(b) shall be conclusive, absent manifest error.

Presumption by Administrative Agent. (i) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed time date of any Eurodollar Borrowing (or in the case of any Borrowing of ABR Loans, prior to 2:00 p.m. New York City time, on the date of such Borrowing) that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made its such share available at on such time date in accordance with paragraph (a) of this Section 2.01(b) and may (but shall not be obligated)may, in reliance upon such assumption, make available to a the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then (A) the applicable Lender, on one hand, Lender and (B) the Borrowers on a joint and several basis on the other hand, Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to a the Borrower to but excluding the date of payment to the Administrative Agent, at (xi) in the case of a payment to be made by such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation and or (yii) in the case of a payment to be made by a the Borrower, the interest rate applicable to ABR Loansthe Loans comprising such Borrowing. If a the Borrower and such Lender shall both pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to such the Borrower the amount of such interest paid by such the Borrower for such period. If such Lender pays its share of the applicable Borrowing such amount to the Administrative Agent, then the such amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by a the Borrower shall be without prejudice to any claim such the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

Presumption by Administrative Agent. (i) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed time date of any Borrowing that such Lender will not make available to the Administrative Agent such LenderXxxxxx’s share of such Borrowing, the Administrative Agent may assume that such Lender has made its such share available at on such time date in accordance with Section 2.01(b2.6(a) and may (but shall not be obligated)may, in reliance upon such assumptionassumption but without any obligation to do so, make available to a Borrower Borrowers a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then (A) the applicable Lender, Lender on the one hand, hand and (B) the Borrowers on a joint and several basis on the other hand, severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to a any Borrower to but excluding the date of payment to the Administrative Agent, at (xi) in the case of a payment to be made by such Lender, for the first 3 Business Days the greater of the Federal Funds applicable Overnight Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation and thereafter at the Base Rate and (yii) in the case of a payment to be made by a BorrowerBorrowers, the interest rate applicable to ABR LoansBase Rate Loans or in the case of Other Currencies, in accordance with such market practice, in each case, as applicable. If a Borrower 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 such Borrower Borrowers the amount of such interest paid by such Borrower 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 Borrowers shall be without prejudice to any claim such Borrower Borrowers may have against a Lender that shall have failed to make such payment to the Administrative Agent. A notice of Administrative Agent to any Lender or Borrowers with respect to any amount owing under this Section 2.6(b) shall be conclusive, absent manifest error.

Presumption by Administrative Agent. (i) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed time date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made its such share available at on such time date in accordance with paragraph (a) of this Section 2.01(b) and may (but shall not be obligated)may, in reliance upon such assumption, make available to a the applicable Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then (A) the applicable Lender, on one hand, and (B) the Borrowers on a joint and several basis on the other hand, severally agree Lender agrees to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to a such Borrower to but excluding the date of payment to the Administrative AgentAgent (the “Compensation Period”), at (x) in the case of a payment to be made by such Lender, the greater of (i) the Federal Funds Effective Rate from time to time in effect and (ii) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation and (y) in the case of a payment to be made by a Borrower, the interest rate applicable to ABR Loans. If a 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 periodcompensation. If such Lender pays its share of the applicable Borrowing such amount to the Administrative Agent, then the such amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by If such Lender does not pay such amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent may make a demand therefor upon the applicable Borrower, and such Borrower shall pay such amount to the Administrative Agent, together with interest thereon for the Compensation Period at a rate per annum equal to the rate of interest applicable to the applicable Borrowing. Nothing herein shall be without deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice to any claim such rights which the Administrative Agent, any Lender or any Borrower may have against any other Lender as a result of any default by such Lender that shall have failed to make such payment to the Administrative Agenthereunder.

Presumption by Administrative Agent. (i) Unless the Administrative Agent shall have received notice from a Lender (x) in the case of ABR Loans, prior to 11:00a.m. (New York City time) on the date of the proposed Borrowing and (y) otherwise, prior to the proposed time date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made its such share available at on such time date in accordance with Section 2.01(b2.07(a) and may (but shall not be obligated)may, in reliance upon such assumption, make available to a the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then (A) the applicable Lender, on one hand, Lender and (B) the Borrowers on a joint and several basis on the other hand, Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to a the Borrower to but excluding the date of payment to the Administrative Agent, at (xi) in the case of a payment to be made by such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation compensation, and (yii) in the case of a payment to be made by a the Borrower, the interest rate applicable to ABR Loans. If a 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 such the Borrower the amount of such interest paid by such 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. Any payment by a the Borrower shall be without prejudice to any claim such the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

Presumption by Administrative Agent. (i) Unless the Administrative Agent shall have received notice from a Lender Lender, prior to the proposed time date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made its such share available at on such time date in accordance with this Section 2.01(b) and may (but shall not be obligatedrequired to), in reliance upon such assumption, make available to a the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then (A) the applicable Lender, on one hand, Lender and (B) the Borrowers on a joint and several basis on the other hand, Borrower severally agree to pay to the Administrative Agent forthwith immediately on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to a the Borrower to but excluding the date of payment to the Administrative Agent, at (xi) in the case of a payment to be made by such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation compensation, and (yii) in the case of a payment to be made by a the Borrower, the interest rate applicable to ABR Base Rate Loans. If a 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 such the Borrower the amount of such interest paid by such 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. Any payment by a the Borrower shall be without prejudice to any claim such the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

Presumption by Administrative Agent. (i) Unless the Administrative Agent shall have received notice from a Lender Lender, prior to the proposed time of any Borrowing Closing Date that such Lender will not make available to the Administrative Agent such Lender’s share of such the Borrowing, the Administrative Agent may assume that such Lender has made its such share available at on such time date in accordance with this Section 2.01(b) and may (but shall not be obligatedrequired to), in reliance upon such assumption, make available to a the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then (A) the applicable Lender, on one hand, Lender and (B) the Borrowers on a joint and several basis on the other hand, Borrower severally agree to pay to the Administrative Agent forthwith immediately on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to a the Borrower to but excluding the date of payment to the Administrative Agent, at (xi) in the case of a payment to be made by such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation compensation, and (yii) in the case of a payment to be made by a the Borrower, the interest rate applicable to ABR Base Rate Term Loans. If a 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 such the Borrower the amount of such interest paid by such 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 Term Loan included in such the Borrowing. Any payment by a the Borrower shall be without prejudice to any claim such the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

Presumption by Administrative Agent. (i) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed time date of any Borrowing that such Lender will not make available to the Administrative Agent such LenderXxxxxx’s share of such Borrowing, the Administrative Agent may assume that such Lender Xxxxxx has made its such share available at on such time date in accordance with Section 2.01(bSECTION 2.06(a) and may (but shall not be obligated)may, in reliance upon such assumption, make available to a the applicable Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then (A) the applicable Lender, on one hand, Lender and (B) the Borrowers on a joint and several basis on the other hand, Swingline Lender or applicable Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to a the applicable Borrower or the Swingline Lender, as applicable, to but excluding the date of payment to the Administrative Agent, at (xi) in the case of a payment to be made by the Swingline Lender or 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 compensation, and (yii) in the case of a payment to be made by a the applicable Borrower, the interest rate applicable to ABR Loans. If a the Swingline Lender or the applicable 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 Swingline Lender or the applicable Borrower, as applicable, the amount of such interest paid by such the applicable Borrower for such period. If the Swingline Lender or such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute the Swingline Lender or such Lender’s Loan included in such Borrowing. Any payment by a Borrower shall be without prejudice to any claim such Borrower may have against the Swingline Lender or a Lender that shall have failed to make such payment to the Administrative Agent.

Presumption by Administrative Agent. (i) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed time of any Borrowing Funding Date that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made its such share available at on such time date in accordance with paragraph (a) of this Section 2.01(b) and may (but shall not be obligated)may, in reliance upon such assumption, make available to a the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then (A) the applicable Lender, on one hand, Lender and (B) the Borrowers on a joint and several basis on the other hand, Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to a the Borrower to but excluding the date of payment to the Administrative Agent, at (xi) in the case of a payment to be made by such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation and or (yii) in the case of a payment to be made by a the Borrower, the interest rate applicable to ABR Loansthe Loans comprising such Borrowing. If a the Borrower and such Lender shall both pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to such the Borrower the amount of such interest paid by such the Borrower for such period. If such Lender pays its share of the applicable Borrowing such amount to the Administrative Agent, then the such amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by a the Borrower shall be without prejudice to any claim such the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

Presumption by Administrative Agent. (i) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed time date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made its such share available at on such time date in accordance with paragraph (a) of this Section 2.01(b) and may (but shall not be obligated)may, in reliance upon such assumption, make available to a the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then (A) the applicable Lender, on one hand, Lender and (B) the Borrowers on a joint and several basis on the other hand, Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to a the Borrower to but excluding the date of payment to the Administrative Agent, at (xi) in the case of a payment to be made by such Lender, the greater of the Federal Funds NYFRB Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation and or (yii) in the case of a payment to be made by a the Borrower, the interest rate applicable to ABR Loansthe Loans comprising such Borrowing. If a the Borrower and such Lender shall both pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to such the Borrower the amount of such interest paid by such the Borrower for such period. If such Lender pays its share of the applicable Borrowing such amount to the Administrative Agent, then the such amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by a the Borrower shall be without prejudice to any claim such the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

Presumption by Administrative Agent. (i) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed time of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of a Borrowing (x) in the case of Base Rate Loans, two (2) hours prior to the proposed time of such Borrowing and (y) otherwise, prior to the proposed date of such Borrowing, the Administrative Agent may assume that such Lender has made its such share available at on such time date in accordance with Section 2.01(b2.6(a) and may (but shall not be obligated)may, in reliance upon such assumption, make available to a the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then (A) the applicable Lender, on one hand, Lender and (B) the Borrowers on a joint and several basis on the other hand, Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to a the Borrower to but excluding the date of payment to the Administrative Agent, at (xi) 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 compensation, and (yii) in the case of a payment to be made by a the Borrower, the interest rate applicable to ABR Base Rate Loans. If a 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 such the Borrower the amount of such interest paid by such 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. Any payment by a Borrower Nothing in this Section 2.6 shall be without deemed to prejudice to any claim such Borrower right or remedy that any party hereunder may otherwise have against a Lender that shall have failed to make such payment to the Administrative Agentat law or equity.

Presumption by Administrative Agent. (i) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed time date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made its such share available at on such time date in accordance with Section 2.01(b2.6(a) and may (but shall not be obligated)may, in reliance upon such assumptionassumption but without any obligation to do so, make available to a Borrower Borrowers a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then (A) the applicable Lender, Lender on the one hand, hand and (B) the Borrowers on a joint and several basis on the other hand, severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to a any Borrower to but excluding the date of payment to the Administrative Agent, at (xi) in the case of a payment to be made by such Lender, for the first 3 Business Days the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation and thereafter at the Base Rate and (yii) in the case of a payment to be made by a BorrowerBorrowers, the interest rate applicable to ABR Base Rate Loans. If a Borrower 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 such Borrower Borrowers the amount of such interest paid by such Borrower 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 Borrowers shall be without prejudice to any claim such Borrower Borrowers may have against a Lender that shall have failed to make such payment to the Administrative Agent. A notice of Administrative Agent to any Lender or Borrowers with respect to any amount owing under this Section 2.6(b) shall be conclusive, absent manifest error.

Presumption by Administrative Agent. (i) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed time of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made its such share available at on such time date in accordance with Credit Agreement paragraph (a) of this Section 2.01(b) and may (but shall not be obligated)may, in reliance upon such assumption, make available to a the applicable Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then (A) the applicable Lender, on one hand, and (B) the Borrowers on a joint and several basis on the other hand, severally agree Lender agrees to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to a such Borrower to but excluding the date of payment to the Administrative AgentAgent (the “Compensation Period”), at (x) in the case of a payment to be made by such Lender, the greater of (i) the Federal Funds Effective Rate from time to time in effect and (ii) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation and (y) in the case of a payment to be made by a Borrower, the interest rate applicable to ABR Loans. If a 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 periodcompensation. If such Lender pays its share of the applicable Borrowing such amount to the Administrative Agent, then the such amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by If such Lender does not pay such amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent may make a demand therefor upon the applicable Borrower, and such Borrower shall pay such amount to the Administrative Agent, together with interest thereon for the Compensation Period at a rate per annum equal to the rate of interest applicable to the applicable Borrowing. Nothing herein shall be without deemed to relieve any Lender from its obligation to fulfill its Commitments or to prejudice to any claim such rights which the Administrative Agent, any Lender or any Borrower may have against any other Lender as a result of any default by such Lender that shall have failed to make such payment to the Administrative Agenthereunder.

Presumption by Administrative Agent. (i) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed time date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made its such share available at on such time date in accordance with paragraph (a) of this Section 2.01(b) 2.04 and may (but shall not be obligated)may, in reliance upon such assumption, make available to a the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then (A) the applicable Lender, on one hand, Lender and (B) the Borrowers on a joint and several basis on the other hand, Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to a the Borrower to but excluding the date of payment to the Administrative Agent, at (xi) for the first three Business Days, (A) in the case of a payment to be made by such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation and or (yB) in the case of a payment to be made by a the Borrower, the Federal Funds Effective Rate and (ii) thereafter, the interest rate applicable to ABR Loans. If a 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 such amount to the Administrative Agent, then the such amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by a Nothing herein shall limit the rights of the Borrower shall be without prejudice to against any claim such Borrower may have against a Lender that shall have failed fails to make such payment Loans hereunder and each Lender agrees that, to the Administrative Agentextent that the Borrower was required to make any payments pursuant to this Section 2.04(b) on account of the failure by such Lender to make Loans hereunder, it shall promptly reimburse the Borrower for such amounts.

Presumption by Administrative Agent. (i) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed time date of any Borrowing that such Lender will not make available to the Administrative Agent such LenderXxxxxx’s share of such Borrowing, the Administrative Agent may assume that such Lender Xxxxxx has made its such share available at on such time date in accordance with Section 2.01(b2.06(a) and may (but shall not be obligated)may, in reliance upon such assumption, make available to a Borrower the Borrowers a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then (A) the applicable Lender, on one hand, Lender and (B) the Borrowers on a joint and several basis on the other hand, severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to a Borrower the Borrowers to but excluding the date of payment to the Administrative Agent, at (xi) 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 compensation, and (yii) in the case of a payment to be made by a Borrowerthe Borrowers, the interest rate applicable to ABR Base Rate Loans. If a Borrower 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 such Borrower the Borrowers the amount of such interest paid by such Borrower 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 the Borrowers shall be without prejudice to any claim such Borrower the Borrowers may have against a Lender that shall have failed to make such payment to the Administrative Agent.

Presumption by Administrative Agent. (i) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed time date of any proposed Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share Ratable Portion of such BorrowingBorrowing (or any portion thereof), the Administrative Agent may assume that such Lender has made its share such Ratable Portion available at to the Administrative Agent on the date of such time Borrowing in accordance with this Section 2.01(b) 2.2 and may (but shall not be obligated)the Administrative Agent may, in reliance upon such assumption, make available to a the applicable Borrower on such date a corresponding amount. In If and to the extent that such event, if a Lender has shall not in fact have so made its share of the applicable Borrowing such Ratable Portion available to the Administrative Agent, then (A) the applicable Lender, on one hand, Lender and (B) the Borrowers on a joint and several basis on the other hand, severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in Same Day Funds with interest thereon, for each day from and including the date such amount is made available to a the applicable Borrower to but excluding until the date of payment such amount is repaid to the Administrative Agent, at (xi) in the case of a payment the Borrowers, the interest rate applicable at the time to be made by the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater applicable Overnight Rate, plus, in case of the Federal Funds Rate and a rate determined this clause (ii), any administrative, processing or similar fees customarily charged by the Administrative Agent in accordance connection with banking industry rules on interbank compensation and (y) in the case of a payment to be made by a Borrower, the interest rate applicable to ABR Loansforegoing. If a Borrower any of 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 such Borrower the applicable Borrowers the amount of such interest paid by such Borrower Borrowers for such period. If such Lender pays its share of the applicable Borrowing shall repay to the Administrative AgentAgent such corresponding amount, then the such corresponding amount so paid repaid shall constitute such Lender’s Loan included in as 119 part of such BorrowingBorrowing for purposes of this Agreement. Any payment by a Borrower If the Borrowers shall be without prejudice to any claim such Borrower may have against a Lender that shall have failed to make such payment repay to the Administrative AgentAgent such corresponding amount, such payment shall not relieve such Lender of any obligation it may have hereunder to the Borrowers.

Presumption by Administrative Agent. (i) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed time date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s 's share of such Borrowing, the Administrative Agent may assume that such Lender has made its such share available at on such time date in accordance with paragraph (a) of this Section 2.01(b) 2.04 and may (but shall not be obligated)may, in reliance upon such assumption, make available to a the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then (A) the applicable Lender, on one hand, Lender and (B) the Borrowers on a joint and several basis on the other hand, Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to a the Borrower to but excluding the date of payment to the Administrative Agent, at (xi) for the first three Business Days, (A) in the case of a payment to be made by such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation and or (yB) in the case of a payment to be made by a the Borrower, the Federal Funds Effective Rate and (ii) thereafter, the interest rate applicable to ABR Loans. If a 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 such amount to the Administrative Agent, then the such amount so paid shall constitute such Lender’s 's Delayed Draw Loan included in such Borrowing. Any payment by a Nothing herein shall limit the rights of the Borrower shall be without prejudice to against any claim such Borrower may have against a Lender that shall have failed fails to make such payment Delayed Draw Loans hereunder and each Lender agrees that, to the Administrative Agentextent that the Borrower was required to make any payments pursuant to this Section 2.04(b) on account of the failure by such Lender to make Delayed Draw Loans hereunder, it shall promptly reimburse the Borrower for such amounts.

Presumption by Administrative Agent. (i) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed time date of any Borrowing that such Lender will not make available to the Administrative Agent such LenderXxxxxx’s share of such Borrowing, the Administrative Agent may assume that such Lender Xxxxxx has made its such share available at on such time date in accordance with Section 2.01(b2.06(a) and may (but shall not be obligated)may, in reliance upon such assumption, make available to a Borrower the Borrowers a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then (A) the applicable Lender, on one hand, Lender and (B) the Borrowers on a joint and several basis on the other hand, severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to a Borrower the Borrowers to but excluding the date of payment to the Administrative Agent, at (xi) in the case of a payment to be made by such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation compensation, and (yii) in the case of a payment to be made by a Borrowerthe Borrowers, the interest rate applicable to ABR Revolving Loans. If a Borrower 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 such Borrower the Borrowers the amount of such interest paid by such Borrower 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 the Borrowers shall be without prejudice to any claim such Borrower the Borrowers may have against a Lender that shall have failed to make such payment to the Administrative Agent.

Presumption by Administrative Agent. (i) Unless the Administrative Agent shall have received notice from a Lender Lender, prior to the proposed time date of any Borrowing Borrowing, that such Lender will not make available to the Administrative Agent such LenderXxxxxx’s share of such Borrowing, the Administrative Agent may assume that such Lender has made its such share available at on such time date in accordance with Section 2.01(b2.03(a) and may (but shall not be obligated)may, in reliance upon such assumption, make available to a the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then (A) the applicable Lender, on one hand, Lender and (B) the Borrowers on a joint and several basis on the other hand, Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to a the Borrower to to, but excluding excluding, the date of payment to the Administrative Agent, at (xi) 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 compensation, and (yii) in the case of a payment to be made by a the Borrower, the interest rate applicable to ABR LoansBase Rate. If a 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 such the Borrower the amount of such interest paid by such 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 Loans included in such Borrowing. Any payment by a the Borrower shall be without prejudice to any claim such the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

Presumption by Administrative Agent. (i) Unless i)Unless the Administrative Agent shall have received notice from a Lender prior to the proposed time of any Borrowing that such Lender Xxxxxx will not make available to the Administrative Agent such LenderXxxxxx’s share of such Borrowing, the Administrative Agent may assume that such Lender has made its share available at such time in accordance with Section 2.01(b) and may (but shall not be obligated), in reliance upon such assumption, make available to a Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then (A) the applicable Lender, on one hand, and (B) the Borrowers on a joint and several basis Borrower of such Borrowing, on the other hand, severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to a such Borrower to but excluding the date of payment to the Administrative Agent, at (x) in the case of a payment to be made by such LenderXxxxxx, 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 (y) in the case of a payment to be made by a Borrower, the interest rate applicable to ABR Loans. If a 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. Any payment by a Borrower shall be without prejudice to any claim such Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

Presumption by Administrative Agent. (i) Unless the Administrative ----------------------------------- Agent shall have received notice from a Lender prior to the proposed time date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s 's share of such Borrowing, the Administrative Agent may assume that such Lender has made its such share available at on such time date in accordance with paragraph (a) of this Section 2.01(b) 2.06 and may (but shall not be obligated)may, in reliance upon such assumption, make available to a the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then (A) the applicable Lender, on one hand, Lender and (B) the Borrowers on a joint and several basis on the other hand, Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to a the Borrower to but excluding the date of payment to the Administrative Agent, at (xi) for the first three Business Days, (A) in the case of a payment to be made by such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation and for Loans in the applicable Currency or (yB) in the case of a payment to be made by a the Borrower, the Federal Funds Effective Rate (or, if such Loan is denominated in an Approved Foreign Currency, at such other rate as the Administrative Agent shall determine is appropriate in the circumstances) and (ii) thereafter, the interest rate applicable to ABR Loans. If a 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 such amount to the Administrative Agent, then the such amount so paid shall constitute such Lender’s 's Loan included in such Borrowing. Any payment by a Borrower shall be without prejudice to any claim such Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

Presumption by Administrative Agent. (i) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed time date of any Borrowing that such Lender will not make available to the Administrative Agent such LenderXxxxxx’s share of such Borrowing, the Administrative Agent may assume that such Lender Xxxxxx has made its such share available at on such time date in accordance with Section 2.01(b2.6(a) and may (but shall not be obligated)may, in reliance upon such assumption, make available to a the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then (A) each of the applicable Lender, on one hand, Lender and (B) the Borrowers on a joint and several basis on the other hand, Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to a the Borrower to but excluding the date of payment to the Administrative Agent, at (xi) 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 compensation, and (yii) in the case of a payment to be made by a the Borrower, the interest rate applicable to ABR Base Rate Loans. If a 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 such the Borrower the amount of such interest paid by such 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. Any payment by a ​ ​ the Borrower shall be without prejudice to any claim such the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

Presumption by Administrative Agent. (i) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed time date of any proposed Borrowing that such Lender will not make available to the Administrative Agent such LenderXxxxxx’s share Ratable Portion of such BorrowingBorrowing (or any portion thereof), the Administrative Agent may assume that such Lender Xxxxxx has made its share such Ratable Portion available at to the Administrative Agent on the date of such time Borrowing in accordance with this Section 2.01(b) 2.2 and may (but shall not be obligated)the Administrative Agent may, in reliance upon such assumption, make available to a the applicable Borrower on such date a corresponding amount. In If and to the extent that such event, if a Lender has shall not in fact have so made its share of the applicable Borrowing such Ratable Portion available to the Administrative Agent, then (A) the applicable Lender, on one hand, Lender and (B) the Borrowers on a joint and several basis on the other hand, severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in Same Day Funds with interest thereon, for each day from and including the date such amount is made available to a the applicable Borrower to but excluding until the date of payment such amount is repaid to the Administrative Agent, at (xi) in the case of a payment the Borrowers, the interest rate applicable at the time to be made by the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater applicable Overnight Rate, plus, in case 107 of the Federal Funds Rate and a rate determined this clause (ii), any administrative, processing or similar fees customarily charged by the Administrative Agent in accordance connection with banking industry rules on interbank compensation and (y) in the case of a payment to be made by a Borrower, the interest rate applicable to ABR Loansforegoing. If a Borrower any of 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 such Borrower the applicable Borrowers the amount of such interest paid by such Borrower Borrowers for such period. If such Lender pays its share of the applicable Borrowing shall repay to the Administrative AgentAgent such corresponding amount, then the such corresponding amount so paid repaid shall constitute such Lender’s Loan included in as part of such BorrowingBorrowing for purposes of this Agreement. Any payment by a Borrower If the Borrowers shall be without prejudice to any claim such Borrower may have against a Lender that shall have failed to make such payment repay to the Administrative AgentAgent such corresponding amount, such payment shall not relieve such Lender of any obligation it may have hereunder to the Borrowers.

Presumption by Administrative Agent. (i) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed time date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made its such share available at on such time date in accordance with paragraph (a) of this Section 2.01(b) 2.04 and may (but shall not be obligated)may, in reliance upon such assumption, make available to a the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then (A) the applicable Lender, on one hand, Lender and (B) the Borrowers on a joint and several basis on the other hand, Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to a the Borrower to but excluding the date of payment to the Administrative Agent, at (xi) for the first three Business Days, (A) in the case of a payment to be made by such CREDIT AGREEMENT, Page 23 Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation and or (yB) in the case of a payment to be made by a the Borrower, the Federal Funds Effective Rate and (ii) thereafter, the interest rate applicable to ABR Loans. If a 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 such amount to the Administrative Agent, then the such amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by a Nothing herein shall limit the rights of the Borrower shall be without prejudice to against any claim such Borrower may have against a Lender that shall have failed fails to make such payment Loans hereunder and each Lender agrees that, to the Administrative Agentextent that the Borrower was required to make any payments pursuant to this Section 2.04(b) on account of the failure by such Lender to make Loans hereunder, it shall promptly reimburse the Borrower for such amounts.

Presumption by Administrative Agent. (i) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed time of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made its such share Credit Agreement available at on such time date in accordance with paragraph (a) of this Section 2.01(b) and may (but shall not be obligated)may, in reliance upon such assumption, make available to a the applicable Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then (A) the applicable Lender, on one hand, and (B) the Borrowers on a joint and several basis on the other hand, severally agree Lender agrees to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to a such Borrower to but excluding the date of payment to the Administrative AgentAgent (the “Compensation Period”), at (x) in the case of a payment to be made by such Lender, the greater of (i) the Federal Funds Effective Rate from time to time in effect and (ii) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation and (y) in the case of a payment to be made by a Borrower, the interest rate applicable to ABR Loans. If a 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 periodcompensation. If such Lender pays its share of the applicable Borrowing such amount to the Administrative Agent, then the such amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by If such Lender does not pay such amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent may make a demand therefor upon the applicable Borrower, and such Borrower shall pay such amount to the Administrative Agent, together with interest thereon for the Compensation Period at a rate per annum equal to the rate of interest applicable to the applicable Borrowing. Nothing herein shall be without deemed to relieve any Lender from its obligation to fulfill its Commitments or to prejudice to any claim such rights which the Administrative Agent, any Lender or any Borrower may have against any other Lender as a result of any default by such Lender that shall have failed to make such payment to the Administrative Agenthereunder.

Presumption by Administrative Agent. (i) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed time date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made its such share available at on such time date in accordance with paragraph (a) of this Section 2.01(b) 2.06 and may (but shall not be obligated)may, in reliance upon such assumption, make available to a the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then (A) the applicable Lender, on one hand, Lender and (B) the Borrowers on a joint and several basis on the other hand, Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to a the Borrower to but excluding the date of payment to the Administrative Agent, at (xi) for the first three Business Days, (A) in the case of a payment to be made by such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation and for Loans in the applicable Currency or (yB) in the case of a payment to be made by a the Borrower, the Federal Funds Effective Rate (or, if such Loan is denominated in an Approved Foreign Currency, at such other rate as the Administrative Agent shall determine is appropriate in the circumstances) and (ii) thereafter, the interest rate applicable to ABR Loans. If a 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 such amount to the Administrative Agent, then the such amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by a Nothing herein shall limit the rights of the Borrower shall be without prejudice to against any claim such Borrower may have against a Lender that shall have failed fails to make such payment Loans hereunder and each Lender agrees that, to the Administrative Agentextent that the Borrower was required to make any payments pursuant to this Section 2.06(b) on account of the failure by such Lender to make Loans hereunder, it shall promptly reimburse the Borrower for such amounts.

Presumption by Administrative Agent. (i) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed time of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made its such share available at on such time date in accordance with paragraph (a) of this Section 2.01(b) and may (but shall not be obligated)may, in reliance upon such assumption, make available to a the applicable Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then (A) each of the applicable Lender, on one hand, Lender and (B) the Borrowers on a joint and several basis on the other hand, applicable Borrower severally agree agrees to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to a such Borrower to but excluding the date of payment to the Administrative AgentAgent (the “Compensation Period”), at (xA) in the case of a payment to be made by such Lender, the greater of (i) the Federal Funds Rate from time to time in effect and (ii) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation compensation, and (yB) in the case of a payment to be made by a the applicable Borrower, the interest rate applicable to ABR LoansBase Rate Loans or, in the case of Alternative Currencies, in accordance with such market practice, in each case, as applicable. If a the applicable 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 such amount to the Administrative Agent, then the such amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by a Borrower Nothing herein shall be without deemed to relieve any Lender from its obligation to fulfill its Commitments or to prejudice to any claim such rights which the Administrative Agent, any Lender or any Borrower may have against any other Lender as a result of any default by such Lender that shall have failed to make such payment to the Administrative Agenthereunder.

Presumption by Administrative Agent. (i) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed time date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made its such share available at on such time date in accordance with paragraph (b) of this Section 2.01(b) and may (but shall not be obligated)may, in reliance upon such assumptionassumption but without any obligation to do so, make available to a Borrower Borrowers a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then (A) the applicable Lender, Lender on the one hand, hand and (B) the applicable Borrowers on a joint and several basis on the other hand, severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to a any Borrower to but excluding the date of payment to the Administrative Agent, at (xi) in the case of a payment to be made by such Lender, for the first three Business Days the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation and thereafter at the Base Rate (yfor such applicable currency) and (ii) in the case of a payment to be made by a Borrower, the interest rate applicable to ABR LoansBase Rate Loans (for such applicable currency). If a Borrower 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 such Borrower the applicable Borrowers the amount of such interest paid by such Borrower 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 Borrowers shall be without prejudice to any claim such Borrower Borrowers may have against a Lender that shall have failed to make such payment to the Administrative Agent.. A notice of Administrative Agent to any Lender or any Borrower with respect to any amount owing under this paragraph (e) shall be conclusive, absent manifest error. (f)

Presumption by Administrative Agent. (i) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed time of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made its such share available at on such time date in accordance with paragraph (a) of this Section 2.01(b) and may (but shall not be obligated)may, in reliance upon such assumption, make available to a the applicable Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then (A) the applicable Lender, on one hand, and (B) the Borrowers on a joint and several basis on the other hand, severally agree Lender agrees to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to a such Borrower to but excluding the date of payment to the Administrative AgentAgent (the “Compensation Period”), at (x) in the case of a payment to be made by such Lender, the greater of (i) the Federal Funds Effective Rate from time to time in effect and (ii) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation and (y) in the case of a payment to be made by a Borrower, the interest rate applicable to ABR Loans. If a 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 periodcompensation. If such Lender pays its share of the applicable Borrowing such amount to the Administrative Agent, then the such amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by If such Lender does not pay such amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent may make a demand therefor upon the applicable Borrower, and such Borrower shall pay such amount to the Administrative Agent, together with interest thereon for the Compensation Period at a rate per annum equal to the rate of interest applicable to the applicable Borrowing. Nothing herein shall be without deemed to relieve any Lender from its obligation to fulfill its Commitment or to 364-Day Credit Agreement prejudice to any claim such rights which the Administrative Agent, any Lender or any Borrower may have against any other Lender as a result of any default by such Lender that shall have failed to make such payment to the Administrative Agenthereunder.

Presumption by Administrative Agent. (i) Unless the Administrative Agent shall have received written notice from a Lender prior to the proposed time date of any Borrowing such borrowing that such Lender will not make available to the Administrative Agent such LenderXxxxxx’s share of such Borrowingborrowing, the Administrative Agent may assume that such Lender Xxxxxx has made its such share available at on such time date in accordance with this Section 2.01(b) 4.2, and may (but shall not be obligated)may, in reliance upon such assumption, make available to a Borrower the Borrowers a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing borrowing available to the Administrative Agent, then (A) the applicable Lender, on one hand, Lender and (B) the Borrowers on a joint and several basis on the other hand, severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to a Borrower the Borrowers to but excluding the date of payment to the Administrative Agent, at (xi) in the case of a payment to be made by such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation compensation, and (yii) in the case of a payment to be made by a Borrowerthe Borrowers, the interest rate applicable to ABR Prime Rate Loans. If a Borrower 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 such the Lead Borrower the amount of such interest paid by such Borrower the Borrowers for such period. If such Lender pays its share of the applicable Borrowing borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowingborrowing. Any payment by a Borrower shall be without prejudice to any claim such any Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.. Payments by the Borrowers;

Presumption by Administrative Agent. (i) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed time date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made its such share available at on such time date in accordance with Section 2.01(b2.6(a) and may (but shall not be obligated)may, in reliance upon such assumptionassumption but without any obligation to do so, make available to a Borrower Borrowers a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then (A) the applicable Lender, Lender on the one hand, hand and (B) the Borrowers on a joint and several basis on the other hand, severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to a any Borrower to but excluding the date of payment to the Administrative Agent, at (xi) in the case of a payment to be made by such Lender, for the first 3 Business Days the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation and thereafter at the Base Rate and (yii) in the case of a payment to be made by a BorrowerBorrowers, the interest rate applicable to ABR Base Rate Loans. If a Borrower 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 such Borrower Borrowers the amount of such interest paid by such Borrower 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 Borrowers shall be without prejudice to any claim such Borrower Borrowers may have against a Lender that shall have failed to make such payment to the Administrative Agent.. A notice of Administrative Agent to any Lender or Borrowers with respect to any amount owing under this Section 2.6(b) shall be conclusive, absent manifest error. 41

Presumption by Administrative Agent. (i) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed time of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made its share available at such time in accordance with Section 2.01(b) and may (but shall not be obligated), in reliance upon such assumption, make available to a Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then (A) the applicable Lender, on one hand, and (B) the Borrowers on a joint and several basis on the other hand, severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to a Borrower to but excluding the date of payment to the Administrative Agent, at (x) in the case of a payment to be made by such Lender, the greater of (I) the Federal Funds Rate and (II)(a) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation (if such Loan is denominated in Dollars), (b) at the overnight London interbank offered rate for the relevant Currency (if such Loan is denominated in an Alternate Currency, other than British Pound Sterling) or (c) at XXXXX Rate if such Loan is denominated in British Pound Sterling and (y) in the case of a payment to be made by a Borrower, the interest rate applicable to ABR Loans. If a 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. Any payment by a Borrower shall be without prejudice to any claim such Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

Presumption by Administrative Agent. (i) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed time date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made its such share available at on such time date in accordance with Section 2.01(b2.6(a) and may (but shall not be obligated)may, in reliance upon such assumptionassumption but without any obligation to do so, make available to a Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then (A) the applicable Lender, Lender on the one hand, hand and (B) the Borrowers on a joint and several basis Borrower on the other hand, severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to a Borrower to but excluding the date of payment to the Administrative Agent, at (xi) in the case of a payment to be made by such Lender, for the first 3 Business Days the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation and thereafter at the Base Rate and (yii) in the case of a payment to be made by a Borrower, the interest rate applicable to ABR Base Rate Loans. If a 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. Any payment by a Borrower shall be without prejudice to any claim such Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent. A notice of Administrative Agent to any Lender or Borrower with respect to any amount owing under this Section 2.6(b) shall be conclusive, absent manifest error.

Presumption by Administrative Agent. (i) Unless the Administrative Agent shall have received notice from a Lender Lender, prior to the proposed time date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made its such share available at on such time date in accordance with this Section 2.01(b) and may (but shall not be obligatedrequired to), in reliance upon such assumption, make available to a the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then (A) the applicable Lender, on one hand, Lender and (B) the Borrowers on a joint and several basis on the other hand, Borrower severally agree to pay to the Administrative Agent forthwith immediately on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to a the Borrower to but excluding the date of payment to the Administrative Agent, at (xi) in the case of a payment to be made by such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation compensation, and (yii) in the case of a payment to be made by a the Borrower, the interest rate applicable to ABR LoansBase Rate Loans under the Facility. If a 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 such the Borrower the amount of such interest paid by such 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. Any payment by a the Borrower shall be without prejudice to any claim such the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

Presumption by Administrative Agent. (i) Unless the Administrative Agent shall have received notice from a Declining Lender prior Notice pursuant to the proposed time and in accordance with Section 2.18 in respect of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such BorrowingLoan, the Administrative Agent may assume that such Lender has made its such share available at on such time date in accordance with Section 2.01(b2.4(a) and may (but shall not be obligated)may, in reliance upon such assumptionassumption but without any obligation to do so, make available to a the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then (A) the applicable Lender, Lender on the one hand, hand and (B) the Borrowers on a joint and several basis Borrower on the other hand, severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to a the Borrower to but excluding the date of payment to the Administrative Agent, at (xi) in the case of a payment to be made by such Lender, for the first three Business Days the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation and thereafter at the Base Rate and (yii) in the case of a payment to be made by a the Borrower, 2% plus the interest rate applicable to ABR LoansBase Rate. If a 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 such the Borrower the amount of such interest paid by such 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. Any payment by a the Borrower shall be without prejudice to any claim such the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent. A notice of Administrative Agent to any Lender or the Borrower with respect to any amount owing under this Section 2.4(b) shall be conclusive, absent manifest error.

Presumption by Administrative Agent. (i) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed time date of any Borrowing of Term SOFR Loans (or, in the case of any Borrowing of Base Rate Loans, prior to 12:00 noon on the date of such Borrowing) that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made its such share available at on such time date in accordance with Section 2.01(b2.02 (or, in the case 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 2.02) and may (but shall not be obligated)may, in reliance upon such assumption, make available to a the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then (A) the applicable Lender, on one hand, Lender and (B) the Borrowers on a joint and several basis on the other hand, Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon, for each day from and including the date such amount is made available to a the Borrower to but excluding the date of payment to the Administrative Agent, at (xA) 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 compensation, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing, and (yB) in the case of a payment to be made by a the Borrower, the interest rate applicable to ABR Base Rate Loans. If a 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 such the Borrower the amount of such interest paid by such 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. Any payment by a the Borrower shall be without prejudice to any claim such the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

Presumption by Administrative Agent. (i) Unless the Administrative Agent shall have received written notice from a Lender prior to the proposed time date of any Borrowing Extension of Credit that such Lender will not make available to the Administrative Agent such Lender’s share of such BorrowingExtension of Credit, the Administrative Agent may assume that such Lender has made its such share available at on such time date in accordance with Section 2.01(b) this Agreement and may (but shall not be obligated)may, in reliance upon such assumption, make available to a the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing Extension of Credit available to the Administrative Agent, then (A) the applicable Lender, on one hand, Lender and (B) the Borrowers on a joint and several basis on the other hand, Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to a the Borrower to but excluding the date of payment to the Administrative Agent, at (xi) in the case of a payment to be made by such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation and (yii) in the case of a payment to be made by a the Borrower, the interest rate applicable to ABR Alternate Base Rate Loans. If a 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 such the Borrower the amount of such interest paid by such the Borrower for such period. If such Lender pays its share of the applicable Borrowing Extension of Credit to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such BorrowingExtension of Credit. Any payment by a the Borrower shall be without prejudice to any claim such the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

Presumption by Administrative Agent. (i) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed time date of any proposed Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share Ratable Portion of such BorrowingBorrowing (or any portion thereof), the Administrative Agent may assume that such Lender has made its share such Ratable Portion available at to the Administrative Agent on the date of such time Borrowing in accordance with this Section 2.01(b) 2.2 and may (but shall not be obligated)the Administrative Agent may, in reliance upon such assumption, make available to a the Borrower on such date a corresponding amount. In If and to the extent that such event, if a Lender has shall not in fact have so made its share of the applicable Borrowing such Ratable Portion available to the Administrative Agent, then (A) the applicable Lender, on one hand, Lender and (B) the Borrowers on a joint and several basis on the other hand, Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in Same Day Funds with interest thereon, for each day from and including the date such amount is made available to a the Borrower to but excluding until the date of payment such amount is repaid to the Administrative Agent, at (xi) 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 (y) in the case of a payment to be made by a Borrower, the interest rate applicable at the time to ABR Loansthe Loans comprising such Borrowing and (ii) in the case of such Lender, the applicable Overnight Rate, plus, in case of this clause (ii), any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing. If a 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 such the Borrower the amount of such interest paid by such the Borrower for such period. If such Lender pays its share of the applicable Borrowing shall repay to the Administrative AgentAgent such corresponding amount, then the such corresponding amount so paid repaid shall constitute such Lender’s Loan included in as part of such BorrowingBorrowing for purposes of this Agreement. Any payment by a If the Borrower shall be without prejudice to any claim such Borrower may have against a Lender that shall have failed to make such payment repay to the Administrative AgentAgent such corresponding amount, such payment shall not relieve such Lender of any obligation it may have hereunder to the Borrower.

Presumption by Administrative Agent. (i) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed time date of any Borrowing that such Lender will not make available to the Administrative Agent such LenderXxxxxx’s share of such Borrowing, the Administrative Agent may assume that such Lender Xxxxxx has made its such share available at on such time date in accordance with Section 2.01(b2.04(a) and may (but shall not be obligated)may, in reliance upon such assumption, make available to a the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then (A) the applicable Lender, on one hand, Lender and (B) the Borrowers on a joint and several basis on the other hand, Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to a the Borrower to but excluding the date of payment to the Administrative Agent, at (xi) 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 compensation, and (yii) in the case of a payment to be made by a the Borrower, the applicable interest rate applicable to ABR Loansrate. If a 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 such the Borrower the amount of such interest paid by such 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. Any payment by a the Borrower shall be without prejudice to any claim such the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

Presumption by Administrative Agent. (i) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed time date of any Borrowing of BSBY Rate Loans or Alternative Currency Loans (or, in the case of any Borrowing of Base Rate Loans, prior to 12:00 noon on the date of such Borrowing) that such Lender will not make available to the Administrative Agent such LenderXxxxxx’s share of such Borrowing, the Administrative Agent may assume that such Lender has made its such share available at on such time date in accordance with Section 2.01(b2.02 (or, in the case 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 2.02) and may (but shall not be obligated)may, in reliance upon such assumption, make available to a the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then (A) the applicable Lender, on one hand, Lender and (B) the Borrowers on a joint and several basis on the other hand, Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in Same Day Funds with interest thereon, for each day from and including the date such amount is made available to a the Borrower to but excluding the date of payment to the Administrative Agent, at (xA) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined Overnight Rate, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in accordance connection with banking industry rules on interbank compensation the foregoing, and (yB) in the case of a payment to be made by a the Borrower, the interest rate applicable to ABR LoansBase Rate Loans or, in the case of Alternative Currencies, in accordance with such market practice, in each case, as applicable. If a 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 such the Borrower the amount of such interest paid by such 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. Any payment by a the Borrower shall be without prejudice to any claim such the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

Presumption by Administrative Agent. (i) Unless the ----------------------------------- Administrative Agent shall have received notice from a Lender prior to the proposed time date of any Revolving Credit Borrowing (in the case of a Revolving Credit Borrowing to consist of Eurocurrency Rate Advances) and not later than 12:00 noon (New York City time) on the Business Day of the proposed Revolving Credit Credit Agreement ---------------- Borrowing (in the case of a Revolving Credit Borrowing to consist of Base Rate Advances) that such Lender will not make available to the Administrative Agent such Lender’s share 's ratable portion of such Borrowing, the Administrative Agent may assume that such Lender has made its share such portion available at to the Administrative Agent on the date of such time Borrowing in accordance with subsection (a) of this Section 2.01(b) 2.02, and may (but shall not be obligated)the Administrative Agent may, in reliance upon such assumption, make available to a the relevant Borrower on such date a corresponding amount; provided that nothing in this subsection (d) shall be construed to relieve any Lender from any obligation hereunder to make available to the Administrative Agent its ratable portion of such Borrowing in accordance with said subsection (a). In If and to the extent that such event, if a Lender has shall not in fact have so made its share of the applicable Borrowing such ratable portion available to the Administrative Agent, then (A) such Lender and the applicable Lender, on one hand, and (B) the Borrowers on a joint and several basis on the other hand, relevant Borrower severally agree to pay repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from and including the date such amount is made available to a the relevant Borrower to but excluding until the date of payment such amount is repaid to the Administrative Agent, at (xi) 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 (y) in the case of a payment to be made by a Borrower, the interest rate applicable at such time to ABR Loansthe Advances comprising such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If a Borrower and such Lender shall pay such interest repay to the Administrative Agent for the same or an overlapping periodsuch corresponding amount, 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 repaid shall constitute such Lender’s Loan included in 's Advance as part of such Borrowing. Any payment by a Borrower shall be without prejudice to any claim such Borrower may have against a Lender that shall have failed to make such payment to the Administrative AgentBorrowing for purposes of this Agreement.

Presumption by Administrative Agent. (i) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed time date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made its such share available at on such time date in accordance with Section 2.01(b2.6(a) and may (but shall not be obligated)may, in reliance upon such assumptionassumption but without any obligation to do so, make available to a Borrower Borrowers a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then (A) the applicable Lender, Lender on the one hand, hand and (B) the Borrowers on a joint and several basis on the other hand, severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to a any Borrower to but excluding the date of payment to the Administrative Agent, at (xi) in the case of a payment to be made by such Lender, for the greater of first 3 Business Days, the Federal Funds applicable Overnight Rate and a rate determined by thereafter at the Administrative Agent in accordance with banking industry rules on interbank compensation Base Rate and (yii) in the case of a payment to be made by a BorrowerBorrowers, the interest rate applicable to ABR LoansBase Rate Loans or if such payment is denominated in any Offshore Currency, in accordance with such market practice, in each case, as applicable. If a Borrower 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 such Borrower Borrowers the amount of such interest paid by such Borrower 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 Borrowers shall be without prejudice to any claim such Borrower Borrowers may have against a Lender that shall have failed to make such payment to the Administrative Agent. A notice of Administrative Agent to any Lender or Borrowers with respect to any amount owing under this Section 2.6(b) shall be conclusive, absent manifest error.