Common use of Funding by Lenders; Presumption by Administrative Agent Clause in Contracts

Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any advance of funds that such Lender will not make available to the Administrative Agent such Lender’s share of such advance, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with the provisions of this Agreement concerning funding by Lenders and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable advance available to the Administrative Agent, then the applicable Lender shall pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the - 100 - date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at a rate determined by the Administrative Agent in accordance with prevailing banking industry practice on interbank compensation. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Accommodation included in such advance. If the Lender does not do so forthwith, the Borrower shall pay to the Administrative Agent forthwith on written demand such corresponding amount with interest thereon at the interest rate applicable to the advance in question. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that has failed to make such payment to the Administrative Agent.

Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any advance of funds borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such advanceborrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with the provisions of this Agreement concerning funding by Lenders Sections 2.3(b) and 4.2 and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable advance borrowing available to the Administrative Agent, then the applicable Lender shall and the 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 - 100 - date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the daily average Federal Funds Rate and a rate reasonably determined by the Administrative Agent in accordance with prevailing banking industry practice rules on interbank compensationcompensation and (ii) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate Loans. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays such amount its share of the applicable borrowing to the Administrative Agent, then such the amount so paid shall constitute such Lender’s Accommodation Loan included in such advance. If the Lender does not do so forthwith, the Borrower shall pay to the Administrative Agent forthwith on written demand such corresponding amount with interest thereon at the interest rate applicable to the advance in questionborrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that has shall have failed to make such payment to the Administrative Agent.

Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any advance of funds that such Lender will not make available to the Administrative Agent such Lender’s share of such advance, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with the provisions of this Agreement concerning funding by Lenders and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable advance available to the Administrative Agent, then the applicable Lender shall pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the - 100 - date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at a rate determined by the Administrative Agent in accordance with prevailing banking industry practice on interbank compensation. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Accommodation included in such advance. If the Lender does not do so forthwith, the Borrower shall pay to the Administrative Agent forthwith on written demand such corresponding amount with interest thereon at the interest rate applicable to the advance in question. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that has failed to make such payment to the Administrative Agent.

Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any advance of funds Loan that such Lender will not make available to the Administrative Agent such Lender’s share of such advanceLoan, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with the provisions of this Agreement concerning funding by Lenders Section 2.3 (Borrowing Notice) and may, in reliance upon such assumptionassumption (but shall not be required to), make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable advance Loan available to the Administrative Agent, then the applicable Lender shall and the 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 - 100 - date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (a) 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 prevailing banking industry practice rules on interbank compensation, and (b) in the case of a payment to be made by the Borrower, the interest rate applicable to Loans bearing interest at the Base Rate plus the Applicable Margin. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays such amount its share of the applicable Loan to the Administrative Agent, then such the amount so paid shall constitute such Lender’s Accommodation Loan included in such advance. If the Lender does not do so forthwith, the Borrower shall pay to the Administrative Agent forthwith on written demand such corresponding amount with interest thereon at the interest rate applicable to the advance in questionborrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that has shall have failed to make such payment to the Administrative Agent.

Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date time of any advance of funds Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such advanceBorrowing, the Administrative Agent may assume that such Lender has made such share available on at such date time in accordance with the provisions of this Agreement concerning funding by Lenders Section 2.02(a)(iii) and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable advance Borrowing available to the Administrative Agent, then the applicable Lender shall and the 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 - 100 - date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by the 12:53 p]] Administrative Agent in accordance with prevailing banking industry practice rules on interbank compensationcompensation and (ii) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate Loans. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays such amount its share of the applicable Borrowing to the Administrative Agent, then such the amount so paid shall constitute such Lender’s Accommodation Loan included in such advance. If the Lender does not do so forthwith, the Borrower shall pay to the Administrative Agent forthwith on written demand such corresponding amount with interest thereon at the interest rate applicable to the advance in questionBorrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that has shall have failed to make such payment to the Administrative Agent.

Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any advance of funds Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such advanceBorrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with the provisions of this Agreement concerning funding by Lenders Section 2.02 and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable advance Borrowing available to the Administrative Agent, then the applicable Lender shall and the 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 - 100 - date such amount is made available to the Borrower to but excluding the date of payment to the ​ WBD (US) 42673629v7​ 740444017 21672061 Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with prevailing banking industry practice rules on interbank compensationcompensation and (ii) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate Advances. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays such amount its share of the applicable Borrowing to the Administrative Agent, then such the amount so paid shall constitute such Lender’s Accommodation Advance included in such advance. If the Lender does not do so forthwith, the Borrower shall pay to the Administrative Agent forthwith on written demand such corresponding amount with interest thereon at the interest rate applicable to the advance in questionBorrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that has shall have failed to make such payment to the Administrative Agent.

Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any advance of funds Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share 's Pro Rata Share of such advanceBorrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with the provisions of this Agreement concerning funding by Lenders Section 2.02 and may, in reliance upon such assumption, make available to the Borrower Borrowers a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable advance Borrowing available to the Administrative Agent, then the applicable Lender shall and the Borrowers 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 - 100 - date such amount is made available to the Borrower Borrowers to but excluding the date of payment to the Administrative Agent, at (A) 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 prevailing banking industry practice rules on interbank compensationcompensation and (B) in the case of a payment to be made by the Borrowers, the interest rate applicable to Base Rate Loans. If the Borrowers and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrowers the amount of such interest paid by the Borrowers for such period. If such Lender pays such amount its share of the applicable Borrowing to the Administrative Agent, then such the amount so paid shall constitute such Lender’s Accommodation 's Revolving Loan or Term Loan, as the case may be, included in such advance. If the Lender does not do so forthwith, the Borrower shall pay to the Administrative Agent forthwith on written demand such corresponding amount with interest thereon at the interest rate applicable to the advance in questionBorrowing. Any payment by the Borrower Borrowers shall be without prejudice to any claim the Borrower Borrowers may have against a Lender that has shall have failed to make such payment to the Administrative Agent.

Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any advance of funds borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such advanceborrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with the provisions of this Agreement concerning funding by Lenders Sections 2.2(b) and 4.2 and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable advance borrowing available to the Administrative Agent, then the applicable Lender shall and the 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 - 100 - date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be made by such Lender, the greater of the daily average Federal Funds Rate and a rate determined by the Administrative Agent in accordance with prevailing banking industry practice rules on interbank compensationcompensation and (B) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate Loans. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays such amount its share of the applicable borrowing to the Administrative Agent, then such the amount so paid shall constitute such Lender’s Accommodation Loan included in such advance. If the Lender does not do so forthwith, the Borrower shall pay to the Administrative Agent forthwith on written demand such corresponding amount with interest thereon at the interest rate applicable to the advance in questionborrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that has shall have failed to make such payment to the Administrative Agent.

Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a been notified by any Lender prior to the proposed date of any advance of funds Borrowing that such Lender will does not intend to make available to the Administrative Agent such Lender’s share portion of any Borrowing to be made on such advancedate, the Administrative Agent may assume that such Lender has made such share available on such date and at such time in accordance with the provisions of this Agreement concerning funding by Lenders Section 2.5(a) and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable advance Borrowing available to the Administrative Agent, then the applicable Lender shall and the 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 - 100 - date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at a rate determined the Overnight Rate, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in accordance connection with prevailing banking industry practice on interbank compensationthe foregoing. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays such amount its share of the applicable Borrowing to the Administrative Agent, then such the amount so paid shall constitute such Lender’s Accommodation Loan included in such advance. If the Lender does not do so forthwith, the Borrower shall pay to the Administrative Agent forthwith on written demand such corresponding amount with interest thereon at the interest rate applicable to the advance in questionBorrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that has shall have failed to make such payment to the Administrative Agent. A notice of the Administrative Agent to any Lender or Borrower with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error.

Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any advance of funds Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share Pro rata Share of such advanceBorrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with the provisions of this Agreement concerning funding by Lenders Section 2.02 and may, in reliance upon such assumption, make available to the Borrower Borrower, a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable advance Borrowing available to the Administrative Agent, then each of the applicable Lender shall and the Borrower, agrees 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 - 100 - date such amount is made available to the Borrower Borrower, to but excluding the date of payment to the Administrative AgentAgent at (A) in the case of a payment to be made by such Lender, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with prevailing banking industry practice rules on interbank compensationcompensation and (B) in the case of a payment to be made by the Borrower, the interest rate applicable to Loans of the Type comprising such Borrowing. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays such amount its share of the applicable Borrowing to the Administrative Agent, Agent then such the amount so paid shall constitute such Lender’s Accommodation Revolving Loan, included in such advance. If the Lender does not do so forthwith, the Borrower shall pay to the Administrative Agent forthwith on written demand such corresponding amount with interest thereon at the interest rate applicable to the advance in questionBorrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that has shall have failed to make such payment to the Administrative Agent.

Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any advance of funds Borrowing that such Lender will not make available to the Administrative Agent such Lender’s 's share of such advanceBorrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with the provisions of this Agreement concerning funding by Lenders Section 2.02 and may, in reliance upon such assumption, make available to the applicable Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable advance Borrowing available to the Administrative Agent, then the applicable Lender shall and the applicable 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 - 100 - date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (A) in the case of a rate determined payment to be made by such Lender, the Overnight Rate, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in accordance connection with prevailing banking industry practice on interbank compensationthe foregoing, and (B) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate Loans. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays such amount its share of the applicable Borrowing to the Administrative Agent, then such the amount so paid shall constitute such Lender’s Accommodation 's Loan included in such advance. If the Lender does not do so forthwith, the Borrower shall pay to the Administrative Agent forthwith on written demand such corresponding amount with interest thereon at the interest rate applicable to the advance in questionBorrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that has shall have failed to make such payment to the Administrative Agent.

Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any advance of funds that such Lender will not make available to the Administrative Agent such Lender’s share of such advance, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with the provisions of this Agreement concerning funding by Lenders and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable advance available to the Administrative Agent, then the applicable Lender shall pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the - 100 - date such amount is made available to the Borrower to to, but excluding the date of payment to the Administrative Agent, at a rate determined by the Administrative Agent in accordance with prevailing banking industry practice on interbank compensation. If such Lender pays such amount to the Administrative Agent, then such amount (exclusive of any amount of interest so paid to the Administrative Agent) shall constitute such Lender’s Accommodation included in such advance. If the Lender does not do so forthwith, the Borrower shall pay to the Administrative Agent forthwith on written demand such corresponding amount with interest thereon at the interest rate applicable to the advance in question. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that has failed to make such payment to the Administrative Agent.

Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any advance of funds Borrowing that such Lender will not make available to the Administrative Agent such Lender’s 's share of such advanceBorrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with the provisions of this Agreement concerning funding by Lenders Section 2.02 and may, in reliance upon such assumption, make available to the applicable Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable advance Borrowing available to the Administrative Agent, then the applicable Lender shall and the applicable 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 - 100 - date such amount is made available to the applicable Borrower to but excluding the date of payment to the Administrative Agent, at (A) 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 prevailing banking industry practice rules on interbank compensationcompensation and (B) in the case of a payment to be made by the applicable Borrower, the interest rate applicable to Base Rate Loans. If 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 the applicable Borrower the amount of such interest paid by the applicable Borrower for such period. If such Lender pays such amount its share of the applicable Borrowing to the Administrative Agent, then such the amount so paid shall constitute such Lender’s Accommodation 's Loan included in such advance. If the Lender does not do so forthwith, the Borrower shall pay to the Administrative Agent forthwith on written demand such corresponding amount with interest thereon at the interest rate applicable to the advance in questionBorrowing. Any payment by the applicable Borrower shall be without prejudice to any claim the applicable Borrower may have against a Lender that has shall have failed to make such payment to the Administrative Agent.

Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any advance of funds Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such advanceBorrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with the provisions of this Agreement concerning funding by Lenders Section 2.02 and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact 140760.01015/104831797v.13 Exhibit 10.40 made its share of the applicable advance Borrowing available to the Administrative Agent, then the applicable Lender shall and the 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 - 100 - date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with prevailing banking industry practice rules on interbank compensationcompensation and (ii) in the case of a payment to be made by the Borrower, the interest rate applicable to ABR Advances. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays such amount its share of the applicable Borrowing to the Administrative Agent, then such the amount so paid shall constitute such Lender’s Accommodation Advance included in such advance. If the Lender does not do so forthwith, the Borrower shall pay to the Administrative Agent forthwith on written demand such corresponding amount with interest thereon at the interest rate applicable to the advance in questionBorrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that has shall have failed to make such payment to the Administrative Agent.

Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior to 12:00 noon on the proposed date of any advance of funds Committed Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such advanceCommitted Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with the provisions of this Agreement concerning funding by Lenders Section 2.02 and maymay (but shall be under no obligation to), in reliance upon such assumption, make available to the Borrower Company a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable advance Committed Borrowing available to the Administrative Agent, then the applicable Lender shall and the Company jointly and 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 - 100 - date such amount is made available to the Borrower to Company but excluding the date of payment to the Administrative Agent, at (A) 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 prevailing banking industry practice rules on interbank compensationcompensation and (B) in the case of a payment to be made by the Company, the interest rate applicable to Base Rate Loans. If the Company and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Company the amount of such interest paid by the Company for such period. If such Lender pays such amount its share of the applicable Committed Borrowing to the Administrative Agent, then such the amount so paid shall constitute such Lender’s Accommodation Loan included in such advance. If the Lender does not do so forthwith, the Borrower shall pay to the Administrative Agent forthwith on written demand such corresponding amount with interest thereon at the interest rate applicable to the advance in questionCommitted Borrowing. Any payment by the Borrower Company shall be without prejudice to any claim the Borrower Company may have against a Lender that has shall have failed to make such payment to the Administrative Agent.

Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any advance of funds borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such advanceborrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with the provisions of this Agreement concerning funding by Lenders Sections 2.3(b) and 4.2 and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable advance borrowing available to the Administrative Agent, then the applicable Lender shall and the 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 - 100 - date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be made by such Lender, the greater of the daily average Federal Funds Rate and a rate determined by the Administrative Agent in accordance with prevailing banking industry practice rules on interbank compensationcompensation and (B) in the case of a payment to be made by the Borrower, the interest rate applicable to Loans. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays such amount its share of the applicable borrowing to the Administrative Agent, then such the amount so paid shall constitute such Lender’s Accommodation Loan included in such advance. If the Lender does not do so forthwith, the Borrower shall pay to the Administrative Agent forthwith on written demand such corresponding amount with interest thereon at the interest rate applicable to the advance in questionborrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that has shall have failed to make such payment to the Administrative Agent.

Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any advance Borrowing of funds Loans that such Lender will not make available to the Administrative Agent such Lender’s share of such advanceBorrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with the provisions of this Agreement concerning funding by Lenders Section 2.02 and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable advance Borrowing available to the Administrative Agent, then the applicable Lender shall and the 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 - 100 - date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (A) in the case of a rate determined payment to be made by such Lender, the greater of the Federal Funds Rate, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in accordance connection with prevailing banking industry practice on interbank compensationthe foregoing, and (B) in the case of a payment to be made by the Borrower, the interest rate applicable to the Loans. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays such amount its share of the applicable Borrowing to the Administrative Agent, then such the amount so paid shall constitute such Lender’s Accommodation Loan included in such advance. If the Lender does not do so forthwith, the Borrower shall pay to the Administrative Agent forthwith on written demand such corresponding amount with interest thereon at the interest rate applicable to the advance in questionBorrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that has shall have failed to make such payment to the Administrative Agent.

Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior to 12:00 noon on the proposed date of any advance of funds a Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such advanceBorrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with and at the provisions of this Agreement concerning funding time required by Lenders Section 2.02 and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable advance Borrowing available to the Administrative Agent, then the applicable Lender shall and the 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 - 100 - date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (A) in the case of a rate determined payment to be made by such Lender, the Overnight Rate, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in accordance connection with prevailing banking industry practice on interbank compensationthe foregoing, and (B) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate Loans. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays such amount its share of the applicable Borrowing to the Administrative Agent, then such the amount so paid shall constitute such Lender’s Accommodation Loan included in such advance. If the Lender does not do so forthwith, the Borrower shall pay to the Administrative Agent forthwith on written demand such corresponding amount with interest thereon at the interest rate applicable to the advance in questionBorrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that has shall have failed to make such payment to the Administrative Agent.

Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any advance Advance of funds Eurocurrency Loans (or, in the case of any Advance of Alternate Base Rate Loans, prior to 12:00 noon (New York time) on the date of any such Advance) that such Lender will not make available to the Administrative Agent such Lender’s share of such advanceAdvance, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with the provisions of this Agreement concerning funding by Lenders Section 2.15 and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable advance Advance available to the Administrative Agent, then the applicable Lender shall and the 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 - 100 - date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be made by such Lender, the Overnight Rate and (B) in the case of a payment to be made by the Borrower, the interest rate determined by applicable to Alternate Base Rate Loans. If the Borrower and such Lender shall pay such interest to the Administrative Agent in accordance with prevailing banking industry practice on interbank compensationfor the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays such amount its share of the applicable Advance to the Administrative Agent, then such the amount so paid shall constitute such Lender’s Accommodation Revolving Loan included in such advance. If the Lender does not do so forthwith, the Borrower shall pay to the Administrative Agent forthwith on written demand such corresponding amount with interest thereon at the interest rate applicable to the advance in questionAdvance. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that has shall have failed to make such payment to the Administrative Agent.

Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any advance of funds that such Lender will not make available to the Administrative Agent such Lender’s share of such advance, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with the provisions of this Agreement concerning funding by Lenders and may, in reliance upon such assumption, make available to the Borrower Borrowers a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable advance available to the Administrative Agent, then the applicable Lender shall pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the - 100 - date such amount is made available to the Borrower Borrowers to but excluding the date of payment to the Administrative Agent, at a rate determined by the Administrative Agent in accordance with prevailing banking industry practice on interbank compensation. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Accommodation included in such advance. If the Lender does not do so forthwith, the Borrower Borrowers shall pay to the Administrative Agent forthwith on written demand if notified in writing by the Administrative Agent within 3 Business Days of the applicable Lender failing to make available its applicable share of such advance, such corresponding amount with interest thereon at the interest rate applicable to the advance in question. Any payment by the Borrower Borrowers shall be without prejudice to any claim the Borrower Borrowers may have against a Lender that has failed to make such payment to the Administrative Agent.

Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received written notice from a Lender prior to the proposed date of any advance Extension of funds Credit that such Lender will not make available to the Administrative Agent such Lender’s share of such advanceExtension of Credit, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with the provisions of this Agreement concerning funding by Lenders and may, in reliance upon such assumption, make available to the Borrower BorrowerBorrowers a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable advance Extension of Credit available to the Administrative Agent, then the applicable Lender shall and theeach 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 - 100 - date such amount is made available to the Borrower BorrowerBorrowers to but excluding the date of payment to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with prevailing banking industry practice rules on interbank compensationcompensation and (ii) in the case of a payment to be made by the BorrowerBorrowers, the interest rate applicable to Alternate Base Rate Loans. If the BorrowerBorrowers and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the BorrowerBorrowers the amount of such interest paid by the BorrowerBorrowers for such period. If such Lender pays such amount its share of the applicable Extension of Credit to the Administrative Agent, then such the amount so paid shall constitute such Lender’s Accommodation Loan included in such advance. If the Lender does not do so forthwith, the Borrower shall pay to the Administrative Agent forthwith on written demand such corresponding amount with interest thereon at the interest rate applicable to the advance in questionExtension of Credit. Any payment by the Borrower BorrowerBorrowers shall be without prejudice to any claim the Borrower BorrowerBorrowers may have against a Lender that has shall have failed to make such payment to the Administrative Agent.

Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender (i) in the case of Base Rate Loans, not later than 12:00 noon on the date of any proposed borrowing and (ii) otherwise, prior to the proposed date of any advance of funds borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such advanceborrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with the provisions of this Agreement concerning funding by Lenders Section 2.3(b) and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable advance borrowing available to the Administrative Agent, then the applicable Lender shall and the 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 - 100 - date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (A) 139669560_5 143643579_6 CORE/3001926.0117/166889384.1 in the case of a payment to be made by such Lender, the greater of the daily average Federal Funds Rate and a rate determined by the Administrative Agent in accordance with prevailing banking industry practice rules on interbank compensationcompensation and (B) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate Loans. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays such amount its share of the applicable borrowing to the Administrative Agent, then such the amount so paid shall constitute such Lender’s Accommodation Loan included in such advance. If the Lender does not do so forthwith, the Borrower shall pay to the Administrative Agent forthwith on written demand such corresponding amount with interest thereon at the interest rate applicable to the advance in questionborrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that has shall have failed to make such payment to the Administrative Agent.

Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any advance of funds Committed Borrowing that such Lender will not make available to the Administrative Agent such Lender’s 's share of such advanceCommitted Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with the provisions of this Agreement concerning funding by Lenders Section 2.02 and may, in reliance upon such assumption, make available to the Borrower Borrowers a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable advance Committed Borrowing available to the Administrative Agent, then the applicable Lender shall and the Borrowers 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 - 100 - date such amount is made available to the Borrower Borrowers to but excluding the date of payment to the Administrative Agent, at (A) 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 prevailing banking industry practice rules on interbank compensationcompensation and (B) in the case of a payment to be made by the Borrowers, the interest rate applicable to Base Rate Loans. If the Borrowers and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrowers the amount of such interest paid by the Borrowers for such period. If such Lender pays such amount its share of the applicable Committed Borrowing to the Administrative Agent, then such the amount so paid shall constitute such Lender’s Accommodation 's Committed Loan included in such advance. If the Lender does not do so forthwith, the Borrower shall pay to the Administrative Agent forthwith on written demand such corresponding amount with interest thereon at the interest rate applicable to the advance in questionCommitted Borrowing. Any payment by the Borrower Borrowers shall be without prejudice to any claim the Borrower Borrowers may have against a Lender that has shall have failed to make such payment to the Administrative Agent.

Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received written notice from a Lender prior to the proposed date of any advance of funds such borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such advanceborrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with the provisions of this Agreement concerning funding by Lenders Section 2.02 or Section 2.05, as applicable, and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable advance borrowing available to the Administrative Agent, then the applicable Lender shall and the 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 - 100 - date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with prevailing banking industry practice rules on interbank compensation, and (ii) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate Loans. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays such amount its share of the applicable borrowing to the Administrative Agent, then such the amount so paid shall constitute such Lender’s Accommodation Loan included in such advance. If the Lender does not do so forthwith, the Borrower shall pay to the Administrative Agent forthwith on written demand such corresponding amount with interest thereon at the interest rate applicable to the advance in questionborrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that has shall have failed to make such payment to the Administrative Agent.

Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any advance of funds borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such advanceborrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with the provisions of this Agreement concerning funding by Lenders Sections 2.3(b) and 4.2 and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable advance borrowing available to the Administrative Agent, then the applicable Lender shall and the 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 - 100 - date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be made by such Lender, the greater of the daily average Federal Funds Rate and a rate determined by the Administrative Agent in accordance with prevailing banking industry practice rules on interbank compensationcompensation and (B) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate Loans. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays such amount its share of the applicable borrowing to the Administrative Agent, then such the amount so paid shall constitute such Lender’s Accommodation Loan included in such advance. If the Lender does not do so forthwith, the Borrower shall pay to the Administrative Agent forthwith on written demand such corresponding amount with interest thereon at the interest rate applicable to the advance in questionborrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that has shall have failed to make such payment to the Administrative Agent.

Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any advance Borrowing of funds Eurocurrency Rate Loans that such Lender will not make available to the Administrative Agent such Lender’s share of such advanceBorrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with the provisions of this Agreement concerning funding by Lenders Section 2.02 and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable advance Borrowing available to the Administrative Agent, then the applicable Lender shall and the 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 - 100 - date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (A) in the case of a rate determined payment to be made by such Lender, the Overnight Rate, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in accordance connection with prevailing banking industry practice on interbank compensationthe foregoing, and (B) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate Loans. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays such amount its share of the applicable Borrowing to the Administrative Agent, then such the amount so paid shall constitute such Lender’s Accommodation Loan included in such advance. If the Lender does not do so forthwith, the Borrower shall pay to the Administrative Agent forthwith on written demand such corresponding amount with interest thereon at the interest rate applicable to the advance in questionBorrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that has shall have failed to make such payment to the Administrative Agent.

Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any advance of funds Revolving Loan that such Lender will not make available to the Administrative Agent such Lender’s 's share of such advanceRevolving Loan, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with the provisions of this Agreement concerning funding by Lenders Section 2.1 and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable advance Revolving Loan available to the Administrative Agent, then the applicable Lender shall and the applicable 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 - 100 - date such amount is made available to the such Borrower to but excluding the date of payment to the Administrative Agent, at (A) 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 prevailing banking industry practice rules on interbank compensationcompensation and (B) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate Loans. If such Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to such Borrower the amount of such interest paid by such Borrower for such period. If such Lender pays such amount its share of the applicable Revolving Loan to the Administrative Agent, then such the amount so paid shall constitute such Lender’s Accommodation 's Revolving Loan Commitment Percentage included in such advance. If the Lender does not do so forthwith, the Borrower shall pay to the Administrative Agent forthwith on written demand such corresponding amount with interest thereon at the interest rate applicable to the advance in questionRevolving Loan. Any payment by the a Borrower shall be without prejudice to any claim the such Borrower may have against a Lender that has shall have failed to make such payment to the Administrative Agent.

Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any advance of funds Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such advanceBorrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with the provisions of this Agreement concerning funding by Lenders Section 2.03 and may, in reliance upon such assumption, transfer or make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable advance Borrowing available to the Administrative Agent, then the applicable Lender shall and the 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 - 100 - date such amount is transferred or made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (A) 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 prevailing banking industry practice rules on interbank compensationcompensation and (B) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate Loans. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays such amount its share of the applicable Borrowing to the Administrative Agent, then such the amount so paid shall constitute such Lender’s Accommodation Loan included in such advance. If the Lender does not do so forthwith, the Borrower shall pay to the Administrative Agent forthwith on written demand such corresponding amount with interest thereon at the interest rate applicable to the advance in questionBorrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that has shall have failed to make such payment to the Administrative Agent.

Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any advance of funds borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such advanceborrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with the provisions of this Agreement concerning funding by Lenders Sections 2.3(b) and 4.1 and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable advance borrowing available to the Administrative Agent, then the applicable Lender shall and the 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 - 100 - date such amount is made available to the Borrower up to but excluding the date of payment to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the daily average Federal Funds Rate and a rate determined by the Administrative Agent in accordance with prevailing banking industry practice rules on interbank compensationcompensation and (ii) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate Loans. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays such amount its share of the applicable borrowing to the Administrative Agent, then such the amount so paid shall constitute such Lender’s Accommodation Loan included in such advance. If the Lender does not do so forthwith, the Borrower shall pay to the Administrative Agent forthwith on written demand such corresponding amount with interest thereon at the interest rate applicable to the advance in questionborrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that has shall have failed to make such payment to the Administrative Agent.

Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior to 2:00 p.m., New York City time, on the proposed date of any advance of funds such Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such advanceBorrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with and at the provisions of this Agreement concerning funding time required by Lenders Section 2.02 and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable advance Borrowing available to the Administrative Agent, then the applicable Lender shall and the 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 - 100 - date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be made by such Lender, the NYFRB Rate, and (B) in the case of a payment to be made by the Borrower, the interest rate determined by applicable to Revolving Loans. If the Borrower and such Lender shall pay such interest to the Administrative Agent in accordance with prevailing banking industry practice on interbank compensationfor the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays such amount its share of the applicable Borrowing to the Administrative Agent, then such the amount so paid shall constitute such Lender’s Accommodation Loan included in such advance. If the Lender does not do so forthwith, the Borrower shall pay to the Administrative Agent forthwith on written demand such corresponding amount with interest thereon at the interest rate applicable to the advance in questionBorrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that has shall have failed to make such payment to the Administrative Agent.

Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any advance of funds Closing Date that such Lender will not make available to the Administrative Agent such Lender’s share of such advancethe Borrowing to be made on the Closing Date, the Administrative Agent may assume that such Lender has made such share available on such date the Closing Date in accordance with the provisions of this Agreement concerning funding by Lenders Section 2.02 and may, in reliance upon such assumption, make available to the Borrower Borrowers a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable advance Borrowing available to the Administrative Agent, then the applicable Lender shall and each 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 - 100 - date such amount is made available to the Borrower Borrowers to but excluding the date of payment to the Administrative Agent, at a rate determined the Overnight Rate, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in accordance connection with prevailing banking industry practice on interbank compensationthe foregoing. If the Borrowers and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrowers the amount of such interest paid by the Borrowers for such period. If such Lender pays such amount its share of the Borrowing to the Administrative Agent, then such the amount so paid shall constitute such Lender’s Accommodation Loan included in such advance. If the Lender does not do so forthwith, the Borrower shall pay to the Administrative Agent forthwith on written demand such corresponding amount with interest thereon at the interest rate applicable to the advance in questionBorrowing. Any payment by the Borrower Borrowers shall be without prejudice to any claim the Borrower Borrowers may have against a Lender that has shall have failed to make such payment to the Administrative Agent.

Funding by Lenders; Presumption by Administrative Agent. Unless Without prejudice to and subject to Section 5.02, unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any advance of funds Loan that such Lender will not make available to the Administrative Agent such Lender’s share of such advanceLoan, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with the provisions of this Agreement concerning funding by Lenders Section 2.02 and may, in reliance upon such assumption, make available to the applicable Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable advance Loan available to the Administrative Agent, then the applicable Lender shall and the applicable 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 - 100 - date such amount is made available to the such Borrower to but excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and #89470657v1 a rate determined by the Administrative Agent in accordance with prevailing banking industry practice rules on interbank compensationcompensation and (B) in the case of a payment to be made by the applicable Borrower, the interest rate applicable to Base Rate Loans. If 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 the applicable Borrower the amount of such interest paid by such Borrower for such period. If such Lender pays such amount its share of the applicable Loan to the Administrative Agent, then such the amount so paid shall constitute such Lender’s Accommodation Loan included in such advance. If the Lender does not do so forthwith, the Borrower shall pay to the Administrative Agent forthwith on written demand such corresponding amount with interest thereon at the interest rate applicable to the advance in questionBorrowing. Any payment by the such Borrower shall be without prejudice to any claim the such Borrower may have against a Lender that has shall have failed to make such payment to the Administrative Agent.

Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received written notice from a Lender prior to 5:00 p.m. one (1) Business Day prior to the proposed date of any advance Extension of funds Credit that such Lender will not make available to the Administrative Agent such Lender’s share of such advanceExtension of Credit, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with the provisions of this Agreement concerning funding by Lenders and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable advance Extension of Credit available to the Administrative Agent, then the applicable Lender shall and the 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 - 100 - date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with prevailing banking industry practice rules on interbank compensationcompensation and (ii) in the case of a payment to be made by the Borrower, the interest rate applicable to Alternate Base Rate Loans. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays such amount its share of the applicable Extension of Credit to the Administrative Agent, then such the amount so paid shall constitute such Lender’s Accommodation Loan included in such advance. If the Lender does not do so forthwith, the Borrower shall pay to the Administrative Agent forthwith on written demand such corresponding amount with interest thereon at the interest rate applicable to the advance in questionExtension of Credit. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that has shall have failed to make such payment to the Administrative Agent.

Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any advance Borrowing Tranche of funds Loans that such Lender will not make available to the Administrative Agent such Lender’s share of such advanceRatable Share, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with the provisions of this Agreement concerning funding by Lenders Section 2.6 (a) or Section 3.3 and may, in reliance upon such assumption, make available to the Borrower Borrowers a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable advance Borrowing Tranche of Loans available to the Administrative Agent, then the applicable Lender shall and the Borrowers severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the - 100 - date such amount is made available to the Borrower Borrowers to but excluding the date of payment to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Effective Federal Funds Rate and a rate determined by the Administrative Agent in accordance with prevailing banking industry practice rules on interbank compensation, and (ii) in the case of a payment to be made by the Borrowers, the interest rate applicable to Loans under the Base Rate Option. If the Borrowers and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrowing Agent the amount of such interest paid by the Borrowers for such period. If such Lender pays such amount its share of the applicable Borrowing Tranche of Loans to the Administrative Agent, then such the amount so paid shall constitute such Lender’s Accommodation Loan included in such advance. If the Lender does not do so forthwith, the Borrower shall pay to the Administrative Agent forthwith on written demand such corresponding amount with interest thereon at the interest rate applicable to the advance in questionBorrowing Tranche of Loans. Any payment by the Borrower Borrowers shall be without prejudice to any claim the any Borrower may have against a Lender that has shall have failed to make such payment to the Administrative Agent.

Funding by Lenders; Presumption by Administrative Agent. (i) Unless the Administrative Agent shall will have received notice from a Lender prior to the proposed date of any advance of funds Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such advanceBorrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with the provisions of this Agreement concerning funding by Lenders Section 2.02 and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable advance Borrowing available to the Administrative Agent, then the applicable Lender shall and the 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 - 100 - date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (A) in the case of a rate determined payment to be made by such Lender, the Overnight Rate, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in accordance connection with prevailing banking industry practice on interbank compensationthe foregoing, and (B) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate Loans. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent will promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays such amount its share of the applicable Borrowing to the Administrative Agent, then such the amount shall so paid will constitute such Lender’s Accommodation Loan included in such advance. If the Lender does not do so forthwith, the Borrower shall pay to the Administrative Agent forthwith on written demand such corresponding amount with interest thereon at the interest rate applicable to the advance in questionBorrowing. Any payment by the Borrower shall will be without prejudice to any claim the Borrower may have against a Lender that has shall have failed to make such payment to the Administrative Agent.

Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any advance of funds borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such advanceborrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with the provisions of this Agreement concerning funding by Lenders Sections 2.3(b) and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable advance borrowing available to the Administrative Agent, then the applicable Lender shall and the 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 - 100 - date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be made by such Lender, the greater of the daily average Federal Funds Rate and a rate determined by the Administrative Agent in accordance with prevailing banking industry practice rules on interbank compensationcompensation and (B) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate Loans. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays such amount its share of the applicable borrowing to the Administrative Agent, then such the amount so paid shall constitute such Lender’s Accommodation Loan included in such advance. If borrowing as of the Lender does not do so forthwith, the Borrower shall pay to the Administrative Agent forthwith on written demand date of such corresponding amount with interest thereon at the interest rate applicable to the advance in questionborrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that has shall have failed to make such payment to the Administrative Agent.

Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any advance of funds Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such advanceBorrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with the provisions paragraph (a) of this Agreement concerning funding by Lenders Section 2.03 and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable advance Borrowing available to the Administrative Agent, then the applicable Lender shall and the 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 - 100 - date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by the HOUSTON\2059604 -29- Administrative Agent in accordance with prevailing banking industry practice rules on interbank compensationcompensation and (ii) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate Advances. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays such amount its share of the applicable Borrowing to the Administrative Agent, then such the amount so paid shall constitute such Lender’s Accommodation Advance included in such advance. If the Lender does not do so forthwith, the Borrower shall pay to the Administrative Agent forthwith on written demand such corresponding amount with interest thereon at the interest rate applicable to the advance in questionBorrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that has shall have failed to make such payment to the Administrative Agent.

Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any advance of funds Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such advanceBorrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with the provisions of this Agreement concerning funding by Lenders Section 2.02 and may, in reliance upon such assumption, make available to the Borrower Borrowers a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable advance Borrowing available to the Administrative Agent, then the Borrowers (jointly and severally) and the applicable Lender shall 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 - 100 - date such amount is made available to the Borrower Borrowers to but excluding the date of payment to the Administrative Agent, at (A) 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 prevailing banking industry practice rules on interbank compensationcompensation and (B) in the case of a payment to be made by the Borrowers, the interest rate applicable to 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 such amount its share of the applicable Borrowing to the Administrative Agent, then such the amount so paid shall constitute such Lender’s Accommodation Committed Loan included in such advance. If the Lender does not do so forthwith, the Borrower shall pay to the Administrative Agent forthwith on written demand such corresponding amount with interest thereon at the interest rate applicable to the advance in questionBorrowing. Any payment by the a Borrower shall be without prejudice to any claim the such Borrower may have against a Lender that has shall have failed to make such payment to the Administrative Agent.

Funding by Lenders; Presumption by Administrative Agent. Unless Without prejudice to and subject to Section 5.02, unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any advance of funds Loan that such Lender will not make available to the Administrative Agent such Lender’s share of such advanceLoan, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with the provisions of this Agreement concerning funding by Lenders Section 2.02 and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable advance Loan available to the Administrative Agent, then the applicable Lender shall and the 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 - 100 - date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (A) 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 prevailing banking industry practice rules on interbank compensationcompensation and (B) in the case of a payment to be made by the Borrower, the interest rate applicable to Loans. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays such amount its share of the applicable Loan to the Administrative Agent, then such the amount so paid shall constitute such Lender’s Accommodation Loan included in such advance. If the Lender does not do so forthwith, the Borrower shall pay to the Administrative Agent forthwith on written demand such corresponding amount with interest thereon at the interest rate applicable to the advance in questionBorrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that has shall have failed to make such payment to the Administrative Agent.

Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any advance of funds Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such advanceBorrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with the provisions of this Agreement concerning funding by Lenders Section 2.02 and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable advance Borrowing available to the Administrative Agent, then the applicable Lender shall and the 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 - 100 - date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with prevailing banking industry practice rules on interbank compensationcompensation and (ii) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate Advances or the Euro-Dollar Advances as the case may be. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays such amount its share of the applicable Borrowing to the Administrative Agent, then such the amount so paid shall constitute such Lender’s Accommodation Advance included in such advance. If the Lender does not do so forthwith, the Borrower shall pay to the Administrative Agent forthwith on written demand such corresponding amount with interest thereon at the interest rate applicable to the advance in questionBorrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that has shall have failed to make such payment to the Administrative Agent.

Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any advance of funds Advance that such Lender will not make available to the Administrative Agent such Lender’s share 's Rateable Portion of such advanceAdvance, the Administrative Agent may assume that such Lender has made such share Rateable Portion available on such date in accordance with the provisions of this Agreement concerning funding by Lenders and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share Rateable Portion of the applicable advance Advance available to the Administrative Agent, then the applicable Lender shall pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the - 100 - date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at a rate determined by the Administrative Agent in accordance with prevailing banking industry practice on interbank compensation. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Accommodation included in 's Rateable Portion of such advanceAdvance. If the Lender does not do so forthwith, the Borrower shall pay to the Administrative Agent forthwith on written demand such corresponding amount with interest thereon at the interest rate applicable to the advance Advance in question. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that has failed to make such payment to the Administrative Agent.

Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any advance of funds Borrowing that such Lender will not make available to the Administrative Agent such Lender’s 's share of such advanceBorrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with the provisions of this Agreement concerning funding by Lenders Section 2.02 and may, in reliance upon such assumption, make available to the applicable Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable advance Borrowing available to the Administrative Agent, then the applicable Lender shall and the applicable 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 - 100 - date such amount is made available to the such Borrower to but excluding the date of payment to the Administrative Agent, at (A) in the case of a rate determined payment to be made by such Lender, the Overnight Rate, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in accordance connection with prevailing banking industry practice on interbank compensationthe foregoing, and (B) in the case of a payment to be made by such Borrower, the interest rate applicable to Base Rate Loans. If such Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to such Borrower the amount of such interest paid by such Borrower for such period. If such Lender pays such amount its share of the applicable Borrowing to the Administrative Agent, then such the amount so paid shall constitute such Lender’s Accommodation 's Loan included in such advance. If the Lender does not do so forthwith, the Borrower shall pay to the Administrative Agent forthwith on written demand such corresponding amount with interest thereon at the interest rate applicable to the advance in questionBorrowing. Any payment by the such Borrower shall be without prejudice to any claim the such Borrower may have against a Lender that has shall have failed to make such payment to the Administrative Agent.

Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any advance of funds Revolving Borrowing that such Lender will not make available to the Administrative Agent such Lender’s 's share of such advanceRevolving Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with the provisions of this Agreement concerning funding by Lenders Section 2.02 and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable advance Revolving Borrowing available to the Administrative Agent, then the applicable Lender shall and the Borrowers 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 - 100 - date such amount is made available to the Borrower Borrowers to but excluding the date of payment to the Administrative Agent, at (A) 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 prevailing banking industry practice rules on interbank compensationcompensation and (B) in the case of a payment to be made by the Borrowers, the interest rate applicable to Base Rate Loans. If the Borrowers and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrowers the amount of such interest paid by the Borrower for such period. If such Lender pays such amount its share of the applicable Revolving Borrowing to the Administrative Agent, then such the amount so paid shall constitute such Lender’s Accommodation 's Revolving Loan included in such advance. If the Lender does not do so forthwith, the Borrower shall pay to the Administrative Agent forthwith on written demand such corresponding amount with interest thereon at the interest rate applicable to the advance in questionRevolving Borrowing. Any payment by the Borrower Borrowers shall be without prejudice to any claim the Borrower Borrowers may have against a Lender that has shall have failed to make such payment to the Administrative Agent.

Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any advance of funds Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such advanceBorrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with the provisions paragraph (a) of this Agreement concerning funding by Lenders Section 2.03 and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable advance Borrowing available to the Administrative Agent, then the applicable Lender shall and the 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 - 100 - date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with prevailing banking industry practice rules on interbank compensationcompensation and (ii) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate Advances. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays such amount its share of the applicable Borrowing to the Administrative Agent, then such the amount so paid shall constitute such Lender’s Accommodation Advance included in such advance. If the Lender does not do so forthwith, the Borrower shall pay to the Administrative Agent forthwith on written demand such corresponding amount with interest thereon at the interest rate applicable to the advance in questionBorrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that has shall have failed to make such payment to the Administrative Agent.

Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any advance Committed Borrowing of funds Loans that such Lender will not make available to the Administrative Agent such Lender’s share of such advanceCommitted Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with the provisions of this Agreement concerning funding by Lenders Section 2.02 and may, in reliance upon such assumption, make available to the Borrower Borrowers a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable advance Committed Borrowing available to the Administrative Agent, then the applicable Lender shall and the Borrowers 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 - 100 - date such amount is made available to the Borrower Borrowers to but excluding the date of payment to the Administrative Agent, at a the interest rate determined by applicable to such Loans made. If the Borrowers and such Lender shall pay such interest to the Administrative Agent in accordance with prevailing banking industry practice on interbank compensationfor the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrowers the amount of such interest paid by the Borrowers for such period. If such Lender pays such amount its share of the applicable Committed Borrowing to the Administrative Agent, then such the amount so paid shall constitute such Lender’s Accommodation Revolving Credit Loan included in such advance. If the Lender does not do so forthwith, the Borrower shall pay to the Administrative Agent forthwith on written demand such corresponding amount with interest thereon at the interest rate applicable to the advance in questionCommitted Borrowing. Any payment by the Borrower Borrowers shall be without prejudice to any claim the Borrower Borrowers may have against a Lender that has shall have failed to make such payment to the Administrative Agent.

Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any advance Borrowing of funds Revolving Credit Loans that such Lender will not make available to the Administrative Agent such Lender’s share of such advanceBorrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with the provisions of this Agreement concerning funding by Lenders and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable advance Borrowing available to the Administrative Agent, then the applicable Lender shall and the 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 - 100 - date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (A) 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 prevailing banking industry practice rules on interbank compensationcompensation and (B) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate Loans. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays such amount its share of the applicable Borrowing to the Administrative Agent, then such the amount so paid shall constitute such Lender’s Accommodation Loan included in such advance. If the Lender does not do so forthwith, the Borrower shall pay to the Administrative Agent forthwith on written demand such corresponding amount with interest thereon at the interest rate applicable to the advance in questionBorrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that has shall have failed to make such payment to the Administrative Agent.

Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any advance of funds Borrowing that such Lender will not make available to the Administrative Agent 57 such Lender’s 's share of such advanceBorrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with the provisions of this Agreement concerning funding by Lenders Section 2.03 and may, in reliance upon such assumption, make available to the applicable Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable advance Borrowing available to the Administrative Agent, then the applicable Lender shall and the applicable 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 - 100 - date such amount is made available to the applicable Borrower to but excluding the date of payment to the Administrative Agent, at (A) 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 prevailing banking industry practice rules on interbank compensationcompensation and (B) in the case of a payment to be made by a Borrower, the interest rate applicable to Base Rate Loans. If 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 the applicable Borrower the amount of such interest paid by such Borrower for such period. If such Lender pays such amount its share of the applicable Borrowing to the Administrative Agent, then such the amount so paid shall constitute such Lender’s Accommodation 's Loan included in such advance. If the Lender does not do so forthwith, the Borrower shall pay to the Administrative Agent forthwith on written demand such corresponding amount with interest thereon at the interest rate applicable to the advance in questionBorrowing. Any payment by the any Borrower shall be without prejudice to any claim the such Borrower may have against a Lender that has shall have failed to make such payment to the Administrative Agent.

Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any advance of funds Eurodollar Loans and prior to any Base Rate Committed Loans that such Lender will not make available to the Administrative Agent such Lender’s share of such advanceCommitted Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with the provisions of this Agreement concerning funding by Lenders Section 2.02 and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable advance Committed Borrowing available to the Administrative Agent, then the applicable Lender shall and 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 - 100 - date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (A) 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 prevailing banking industry practice rules on interbank compensationcompensation and (B) in the case of a payment to be made by Borrower, the interest rate applicable to Base Rate Loans. If Borrower and such Lender shall pay such interest to Administrative Agent for the same or an overlapping period, Administrative Agent shall promptly remit to Borrower the amount of such interest paid by Borrower for such period. If such Lender pays such amount its share of the applicable Committed Borrowing to the Administrative Agent, then such the amount so paid shall constitute such Lender’s Accommodation Committed Loan included in such advance. If the Lender does not do so forthwith, the Borrower shall pay to the Administrative Agent forthwith on written demand such corresponding amount with interest thereon at the interest rate applicable to the advance in questionCommitted Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that has shall have failed to make such payment to the Administrative Agent.

Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any advance of funds Revolving Borrowing that such Lender will not make available to the Administrative Agent such Lender’s 's share of such advanceRevolving Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with the provisions of this Agreement concerning funding by Lenders Section 2.02 and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable advance Revolving Borrowing available to the Administrative Agent, then the applicable Lender shall and the 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 - 100 - date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (A) 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 prevailing banking industry practice rules on interbank compensationcompensation and (B) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate Loans. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays such amount its share of the applicable committed Borrowing to the Administrative Agent, then such the amount so paid shall constitute such Lender’s Accommodation 's 39 Revolving Loan included in such advance. If the Lender does not do so forthwith, the Borrower shall pay to the Administrative Agent forthwith on written demand such corresponding amount with interest thereon at the interest rate applicable to the advance in questionRevolving Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that has shall have failed to make such payment to the Administrative Agent.

Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any advance Advance of funds Eurocurrency Loans (or, in the case of any Advance of Alternate Base Rate Loans, prior to 12:00 noon (Pacific time) on the date of any such Advance) that such Lender will not make available to the Administrative Agent such Lender’s share of such advanceAdvance, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with the provisions of this Agreement concerning funding by Lenders Section 2.15 and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable advance Advance available to the Administrative Agent, then the applicable Lender shall and the 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 - 100 - date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be made by such Lender, the Overnight Rate and (B) in the case of a payment to be made by the Borrower, the interest rate determined by applicable to Alternate Base Rate Loans. If the Borrower and such Lender shall pay such interest to the Administrative Agent in accordance with prevailing banking industry practice on interbank compensationfor the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays such amount its share of the applicable Advance to the Administrative Agent, then such the amount so paid shall constitute such Lender’s Accommodation Revolving Loan included in such advance. If the Lender does not do so forthwith, the Borrower shall pay to the Administrative Agent forthwith on written demand such corresponding amount with interest thereon at the interest rate applicable to the advance in questionAdvance. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that has shall have failed to make such payment to the Administrative Agent.

Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any advance of funds Borrowing that such Lender will not make available to the Administrative Agent such Lender’s 's share of such advanceBorrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with the provisions of this Agreement concerning funding by Lenders SECTION 2.02 and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable advance Borrowing available to the Administrative Agent, then the applicable Lender shall and the 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 - 100 - date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (A) 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 prevailing banking industry practice rules on interbank compensationcompensation and (B) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate Loans. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays such amount its share of the applicable Borrowing to the Administrative Agent, then such the amount so paid shall constitute such Lender’s Accommodation 's Loan included in such advance. If the Lender does not do so forthwith, the Borrower shall pay to the Administrative Agent forthwith on written demand such corresponding amount with interest thereon at the interest rate applicable to the advance in questionBorrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that has shall have failed to make such payment to the Administrative Agent.

Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any advance of funds Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such advanceBorrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with the provisions of this Agreement concerning funding by Lenders Section 2.02 and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable advance Borrowing available to the Administrative Agent, then the applicable Lender shall and the 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 - 100 - date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (A) 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 prevailing banking industry practice rules on interbank compensationcompensation and (B) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate Term Loans. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays such amount its share of the applicable Borrowing to the Administrative Agent, then such the amount so paid shall constitute such Lender’s Accommodation Loan included in such advance. If the Lender does not do so forthwith, the Borrower shall pay to the Administrative Agent forthwith on written demand such corresponding amount with interest thereon at the interest rate applicable to the advance in questionBorrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that has shall have failed to make such payment to the Administrative Agent.

Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any advance of funds Borrowing that such Lender will not make available to the Administrative Agent such Lender’s 's share of such advanceBorrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with the provisions of this Agreement concerning funding by Lenders Section 2.02 and may, in reliance upon such assumption, make available to the Borrower Borrowers a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable advance Borrowing available to the Administrative Agent, then the applicable Lender shall and the Borrowers severally agree to pay to the Administrative Agent forthwith on demand within one Business Day after receipt by the Borrower Agent of written notice from the Administrative Agent such corresponding amount in immediately available funds with interest thereon, for each day from and including the - 100 - date such amount is made available to the Borrower Borrowers to but excluding the date of payment to the Administrative Agent, at (A) 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 prevailing banking industry practice rules on interbank compensationcompensation and (B) in the case of a payment to be made by the Borrowers, the interest rate applicable to Base Rate Loans. If the Borrowers and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrowers the amount of such interest paid by the Borrowers for such period. If such Lender pays such amount its share of the applicable Borrowing to the Administrative Agent, then such the amount so paid shall constitute such Lender’s Accommodation 's Loan included in such advance. If the Lender does not do so forthwith, the Borrower shall pay to the Administrative Agent forthwith on written demand such corresponding amount with interest thereon at the interest rate applicable to the advance in questionBorrowing. Any payment by the Borrower Borrowers shall be without prejudice to any claim the Borrower Borrowers may have against a Lender that has shall have failed to make such payment to the Administrative Agent.

Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any advance Advance of funds Eurocurrency Loans (or, in the case of any Advance of Alternate Base Rate Loans, prior to 12:00 noon (New York time) on the date of any such Advance) that such Lender will not make available to the Administrative Agent such Lender’s share of such advanceAdvance, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with the provisions of this Agreement concerning funding by Lenders ‎Section 2.15 and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable advance Advance available to the Administrative Agent, then the applicable Lender shall and the 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 - 100 - date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be made by such Lender, the Overnight Rate and (B) in the case of a payment to be made by the Borrower, the interest rate determined by applicable to Alternate Base Rate Loans. If the Borrower and such Lender shall pay such interest to the Administrative Agent in accordance with prevailing banking industry practice on interbank compensationfor the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays such amount its share of the applicable Advance to the Administrative Agent, then such the amount so paid shall constitute such Lender’s Accommodation Revolving Loan included in such advance. If the Lender does not do so forthwith, the Borrower shall pay to the Administrative Agent forthwith on written demand such corresponding amount with interest thereon at the interest rate applicable to the advance in questionAdvance. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that has shall have failed to make such payment to the Administrative Agent.

Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any advance of funds Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such advanceBorrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with the provisions of this Agreement concerning funding by Lenders Section 2.02 and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable advance Borrowing available to the Administrative Agent, then the applicable Lender shall and the 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 - 100 - date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with prevailing banking industry practice rules on interbank compensationcompensation and (ii) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate Advances or the Euro-Dollar Advances as the case may be. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays such amount its share of the applicable Borrowing to the Administrative Agent, then such the amount so paid shall constitute such Lender’s Accommodation Advance included in such advance. If the Lender does not do so forthwith, the Borrower shall pay to the Administrative Agent forthwith on written demand such corresponding amount with interest thereon at the interest rate applicable to the advance in questionBorrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that has shall have failed to make such payment to the Administrative Agent.

Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any advance of funds Committed Borrowing that such Lender will not make available to the Administrative Agent such Lender’s 's share of such advanceCommitted Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with the provisions of this Agreement concerning funding by Lenders Section 2.02 and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable advance Committed Borrowing or available to the Administrative Agent, then the applicable Lender shall and the 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 - 100 - date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined in accordance with banking industry rules on interbank compensation and (B) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate Loans. If the Borrower and such Lender shall pay such interest to the Administrative Agent in accordance with prevailing banking industry practice on interbank compensationfor the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays such amount its share of the applicable Committed Borrowing to the Administrative Agent, then such the amount so paid shall constitute such Lender’s Accommodation 's Committed Loan included in such advance. If the Lender does not do so forthwith, the Borrower shall pay to the Administrative Agent forthwith on written demand such corresponding amount with interest thereon at the interest rate applicable to the advance in questionCommitted Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that has shall have failed to make such payment to the Administrative Agent.

Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any advance Advance of funds Eurocurrency Loans (or, in the case of any Advance of Floating Rate Loans, prior to 12:00 noon (New York time) on the date of such Advance) that such Lender will not make available to the Administrative Agent such Lender’s share of such advanceAdvance, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with the provisions of this Agreement concerning funding by Lenders Section 2.16 and may, in reliance upon such assumption, make available to the applicable Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable advance Advance available to the Administrative Agent, then the applicable Lender shall and the applicable 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 - 100 - date such amount is made available to the applicable Borrower to but excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be made by such Lender, the Overnight Rate and (B) in the case of a payment to be made by the applicable Borrower, the interest rate determined by applicable to Floating Rate Loans. If the applicable Borrower and such Lender shall pay such interest to the Administrative Agent in accordance with prevailing banking industry practice on interbank compensationfor the same or an overlapping period, the Administrative Agent shall promptly remit to the applicable Borrower the amount of such interest paid by the applicable Borrower for such period. If such Lender pays such amount its share of the applicable Advance to the Administrative Agent, then such the amount so paid shall constitute such Lender’s Accommodation Revolving Loan included in such advance. If the Lender does not do so forthwith, the Borrower shall pay to the Administrative Agent forthwith on written demand such corresponding amount with interest thereon at the interest rate applicable to the advance in questionAdvance. Any payment by the applicable Borrower shall be without prejudice to any claim the applicable Borrower may have against a Lender that has shall have failed to make such payment to the Administrative Agent.

Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any advance of funds Funding Date that such Lender will not make available to the Administrative Agent such Lender’s share of such advancethe Loans, the Administrative Agent may assume that such Lender directly has made such share available on such date in accordance with the provisions of this Agreement concerning funding by Lenders requirements hereof and may, in reliance upon such assumption, make available to the Borrower Prologis a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable advance Loans available to the Administrative Agent, then the applicable such Lender shall and Prologis 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 - 100 - date such amount is made available to the Borrower Prologis to but excluding the date of payment to the Administrative Agent, at (a) in the case of a rate determined payment to be made by such Lender, the Federal Funds Rate and (b) in the case of a payment to be made by Prologis, the interest rate(s) applicable to the Loans. If Prologis and such Lender shall pay such interest to Administrative Agent in accordance with prevailing banking industry practice on interbank compensationfor the same or an overlapping period, Administrative Agent shall promptly remit to Prologis the amount of such interest paid by Prologis for such period. If such Lender pays such amount its share of the applicable Borrowing to the Administrative Agent, then such the amount so paid shall constitute satisfy such Lender’s Accommodation included in obligation with respect to such advance. If the Lender does not do so forthwith, the Borrower shall pay to the Administrative Agent forthwith on written demand such corresponding amount with interest thereon at the interest rate applicable to the advance in questionBorrowing. Any payment by the Borrower Prologis pursuant to this Section shall be without prejudice to any claim the Borrower Prologis may have against a Lender that has shall have failed to make such a payment to the Administrative Agent.

Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any advance Borrowing of funds Eurocurrency Rate Loans that such Lender will not make available to the Administrative Agent such Lender’s share of such advanceBorrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with the provisions of this Agreement concerning funding by Lenders Section 2.02 and may, in reliance upon such assumption, make available to the applicable Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable advance Borrowing available to the Administrative Agent, then the applicable Lender shall and the applicable 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 - 100 - date such amount is made available to the such Borrower to but excluding the date of payment to the Administrative Agent, at a rate determined the Overnight Rate, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in accordance connection with prevailing banking industry practice on interbank compensationthe foregoing. If such Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to such Borrower the amount of such interest paid by such Borrower for such period. If such Lender pays such amount its share of the applicable Borrowing to the Administrative Agent, then such the amount so paid shall constitute such Lender’s Accommodation Loan included in such advance. If the Lender does not do so forthwith, the Borrower shall pay to the Administrative Agent forthwith on written demand such corresponding amount with interest thereon at the interest rate applicable to the advance in questionBorrowing. Any payment by the such Borrower shall be without prejudice to any claim the such Borrower may have against a Lender that has shall have failed to make such payment to the Administrative Agent.

Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any advance of funds Eurodollar Loans and prior to any Base Rate Committed Loans that such Lender will not make available to the Administrative Agent such Lender’s 's share of such advanceCommitted Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with the provisions of this Agreement concerning funding by Lenders Section 2.02 and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable advance Committed Borrowing available to the Administrative Agent, then the applicable Lender shall and 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 - 100 - date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (A) 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 prevailing banking industry practice rules on interbank compensationcompensation and (B) in the case of a payment to be made by Borrower, the interest rate applicable to Base Rate Loans. If Borrower and such Lender shall pay such interest to Administrative Agent for the same or an overlapping period, Administrative Agent shall promptly remit to Borrower the amount of such interest paid by Borrower for such period. If such Lender pays such amount its share of the applicable Committed Borrowing to the Administrative Agent, then such the amount so paid shall constitute such Lender’s Accommodation 's Committed Loan included in such advance. If the Lender does not do so forthwith, the Borrower shall pay to the Administrative Agent forthwith on written demand such corresponding amount with interest thereon at the interest rate applicable to the advance in questionCommitted Borrowing. Any payment by the Borrower shall be without prejudice EXHIBIT 10.1 to any claim the Borrower may have against a Lender that has shall have failed to make such payment to the Administrative Agent.

Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any advance of funds borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such advanceborrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with the provisions of this Agreement concerning funding by Lenders Sections 2.2(b) and 3.2 and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable advance borrowing available to the Administrative Agent, then the applicable Lender shall and the 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 - 100 - date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the daily average Federal Funds Rate and a rate determined by the Administrative Agent in accordance with prevailing banking industry practice rules on interbank compensationcompensation and (ii) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate Loans. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays such amount its share of the applicable borrowing to the Administrative Agent, then such the amount so paid shall constitute such Lender’s Accommodation Loan included in such advance. If the Lender does not do so forthwith, the Borrower shall pay to the Administrative Agent forthwith on written demand such corresponding amount with interest thereon at the interest rate applicable to the advance in questionborrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that has shall have failed to make such payment to the Administrative Agent.

Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender (or a Swing Line Lender, as the case may be) prior to the proposed date time of any advance of funds Revolving Credit Loan Borrowing (or Swing Line Borrowing, as applicable) that such Lender will not make available to the Administrative Agent such Lender’s share Applicable Percentage of such advanceBorrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with the provisions of this Agreement concerning funding by Lenders Section 2.02 and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable advance Borrowing available to the Administrative Agent, then the applicable Lender shall and the 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 - 100 - date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (A) in the case of a rate determined payment to be made by such Lender, the Overnight Rate and (B) in the case of a payment to be made by the Administrative Agent in accordance with prevailing banking industry practice on interbank compensationBorrower, the interest rate applicable at the time to Loans comprising such Borrowing. If such Lender pays such amount its share of the applicable Borrowing to the Administrative Agent, then such the amount so paid shall constitute such Lender’s Accommodation Loan included in such advance. If the Lender does not do so forthwith, the Borrower shall pay to the Administrative Agent forthwith on written demand such corresponding amount with interest thereon at the interest rate applicable to the advance in questionBorrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that has shall have failed to make such payment to the Administrative Agent.

Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any advance of funds Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such advanceBorrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with the provisions paragraph (a) of this Agreement concerning funding by Lenders Section 2.03 and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable advance Borrowing available to the Administrative Agent, then the applicable Lender shall and the 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 - 100 - date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with prevailing banking industry practice rules on interbank compensationcompensation and (ii) in the case of a payment to be made by the Borrower, the interest rate applicable to Reference Rate Advances. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays such amount its share of the applicable Borrowing to the Administrative Agent, then such the amount so paid shall constitute such Lender’s Accommodation Advance included in such advance. If the Lender does not do so forthwith, the Borrower shall pay to the Administrative Agent forthwith on written demand such corresponding amount with interest thereon at the interest rate applicable to the advance in questionBorrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that has shall have failed to make such payment to the Administrative Agent.

Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any advance of funds Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share Pro Rata Share of such advanceBorrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with the provisions of this Agreement concerning funding by Lenders Section 2.02 and may, in reliance upon such assumption, make available to the Borrower Borrowers a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable advance Borrowing available to the Administrative Agent, then the applicable Lender shall and the Borrowers 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 - 100 - date such amount is made available to the Borrower Borrowers to but excluding the date of payment to the Administrative Agent, at (A) 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 prevailing banking industry practice rules on interbank compensationcompensation and (B) in the case of a payment to be made by the Borrowers, the interest rate applicable to Base Rate Loans. If the Borrowers and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrowers the amount of such interest paid by the Borrowers for such period. If such Lender pays such amount its share of the applicable Borrowing to the Administrative Agent, then such the amount so paid shall constitute such Lender’s Accommodation Revolving Loan or Term Loan, as the case may be, included in such advance. If the Lender does not do so forthwith, the Borrower shall pay to the Administrative Agent forthwith on written demand such corresponding amount with interest thereon at the interest rate applicable to the advance in questionBorrowing. Any payment by the Borrower Borrowers shall be without prejudice to any claim the Borrower Borrowers may have against a Lender that has shall have failed to make such payment to the Administrative Agent.

Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any advance of funds Funding Date that such Lender will not make available to the Administrative Agent such Lender’s share Commitment Percentage of such advancerequested Loan, the Administrative Agent may assume that such Lender has made such share amount available on such date in accordance with the provisions of this Agreement concerning funding by Lenders Section 2.1, and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share Commitment Percentage of the applicable advance requested Loan available to the Administrative Agent, then the applicable Lender shall and the 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 - 100 - date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at a the interest rate determined by applicable to Base Rate Loans. If the Borrower and such Lender shall pay such interest to the Administrative Agent in accordance with prevailing banking industry practice on interbank compensationfor the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays such amount its Commitment Percentage of the applicable Loan to the Administrative Agent, then such the amount so paid shall constitute such Lender’s Accommodation included in such advance. If Commitment Percentage of the Lender does not do so forthwith, the Borrower shall pay to the Administrative Agent forthwith on written demand such corresponding amount with interest thereon at the interest rate applicable to the advance in questionrequested Loan. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that has shall have failed to make such payment to the Administrative Agent.

Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any advance of funds Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such advanceBorrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with the provisions requirements of this Agreement concerning funding by Lenders and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable advance Borrowing available to the Administrative Agent, then the applicable Lender shall and Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in the same currency and in Same Day Funds with interest thereon, for each day from and including the - 100 - date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (a) in the case of a rate determined payment to be made by the Administrative Agent in accordance with prevailing banking industry practice on interbank compensation. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Accommodation included in such advance. If the Lender does not do so forthwith, the Borrower shall pay Overnight Rate and (b) in the case of a payment to the Administrative Agent forthwith on written demand such corresponding amount with interest thereon at be made by Borrower, the interest rate applicable to the advance applicable Loans. If Borrower and such Lender shall pay such interest to Administrative Agent for the same or an overlapping period, Administrative Agent shall promptly remit to Borrower the amount of such interest paid by Borrower for such period. If such Lender pays its share of the applicable Borrowing to Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in questionsuch Borrowing. Any payment by the Borrower pursuant to this Section shall be without prejudice to any claim the Borrower may have against a Lender that has shall have failed to make such payment to the Administrative Agent.