Common use of Assumption by Administrative Agent Clause in Contracts

Assumption by Administrative Agent. Notwithstanding the occurrence or continuance of a Default or Event of Default or other failure of any condition to the making of Loans under the Revolving Credit Facility or the Acquisition Facility hereunder subsequent to the Initial Loans, unless the Administrative Agent shall have received notice from a Lender in accordance with the provisions of SECTION 5.9(C) prior to a proposed Borrowing date that such Lender will not make available to the Administrative Agent such Lender's Proportionate Share of the Revolving Credit Loan or the Acquisition Loan to be borrowed on such date, the Administrative Agent may assume that such Lender will make such Proportionate Share available to the Administrative Agent in accordance with SECTION 2.2(A) and SECTION 4A.2(A), and the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers on such date a corresponding amount. If and to the extent such Lender shall not make such Proportionate Share available to the Administrative Agent, such Lender and the Borrowers severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount (the "Make-Whole Amount"), together with interest thereon for each day from the date such amount is made available to the Borrowers until the date such amount is repaid to the Administrative Agent at the Effective Interest Rate or, if lower, subject to SECTION 5.1(F), the Maximum Rate; PROVIDED, HOWEVER, if on the Interest Payment Date next following the date on which any Lender pays interest to the Administrative Agent at the Effective Rate or the Maximum Rate on a Make-Whole Amount as aforesaid, the Borrower defaults in making the interest payment due on such Interest Payment Date, then the Administrative Agent shall reimburse such Lender for the excess, if any, of the amount of interest so paid by such Lender on the Make-Whole Amount over the amount of interest that such Lender would have paid had the Lender been required to pay interest on the Make-Whole Amount at the Federal Funds Effective Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, the amount so repaid shall constitute such Lender's Proportionate Share of the Loan made on such Borrowing date for purposes of this Agreement. The failure of any Lender to make its Proportionate Share of any Loan available shall not (without regard to whether a Borrower shall have returned the amount thereof to the Administrative Agent in accordance with this SECTION 5.9) relieve it or any other Lender of its obligation, if any, hereunder to make its Proportionate Share of the Loan available on such Borrowing date, but no Lender shall be responsible for the failure of any other Lender to make its Proportionate Share of a Loan available on the Borrowing date.

Assumption by Administrative Agent. Notwithstanding Subject to the provisions of SECTION 4.8 and notwithstanding the occurrence or continuance of a Default or Event of Default or other failure of any condition to the making of Loans under the Revolving Credit Facility or the Acquisition Facility hereunder subsequent to the Initial LoansLoans to be made on the Effective Date, unless the Administrative Agent shall have received notice from a Lender in accordance with the provisions of SECTION 5.9(C) prior to a proposed Borrowing date that such Lender will not make available to the Administrative Agent such Lender's Proportionate Share of the Revolving Credit Loan or the Acquisition Loan to be borrowed on such date, the Administrative Agent may assume that such Lender will make such Proportionate Share available to the Administrative Agent in accordance with SECTION 2.2(A) and SECTION 4A.2(A2.2(a), and the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers on such date a corresponding amount. If and to the extent such a Lender shall not make such its Proportionate Share of any Loan available to the Administrative Agent, such Lender and the Borrowers Administrative Agent has made a corresponding amount available to the Borrowers, such Lender, on the one hand, and the Borrowers, jointly and severally on the other hand, severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount (the "Make-Whole Amount"), together with interest thereon for each day from the date such amount is made available to the Borrowers until the date such amount is repaid to the Administrative Agent at (i) the Federal Funds Rate if repaid by the Lender or (ii) the Effective Interest Rate or, if lower, subject to SECTION 5.1(F4.1(E), the Maximum Rate; PROVIDED, HOWEVER, if on repaid by the Interest Payment Date next following the date on which any Lender pays interest to the Administrative Agent at the Effective Rate or the Maximum Rate on a Make-Whole Amount as aforesaid, the Borrower defaults in making the interest payment due on such Interest Payment Date, then the Administrative Agent shall reimburse such Lender for the excess, if any, of the amount of interest so paid by such Lender on the Make-Whole Amount over the amount of interest that such Lender would have paid had the Lender been required to pay interest on the Make-Whole Amount at the Federal Funds Effective RateBorrowers. If such Lender shall repay to the Administrative Agent such corresponding amount, the amount so repaid shall constitute such Lender's Proportionate Share of the Loan made on such Borrowing date for purposes of this Agreement. The Administrative Agent shall not be required to make any Loan as to which it shall have received notice by a Lender of such Lender's intention not to make its Ratable Share of such Loan available to the Administrative Agent. The failure of any Lender to make its Proportionate Share of any Loan available shall not (without regard to whether a Borrower the Borrowers shall have returned the amount thereof to the Administrative Agent in accordance with this SECTION 5.94.7) relieve it or any other Lender of its obligation, if any, hereunder to make its Proportionate Share of the Loan available on such Borrowing date, but no Lender shall be responsible for the failure of any other Lender to make its Proportionate Share of a Loan available on the Borrowing date.

Assumption by Administrative Agent. Notwithstanding the occurrence or continuance of a Default or Event of Default or other failure of any condition to the making of Loans under the Revolving Credit Facility or hereunder after the Acquisition Facility hereunder subsequent to the Initial LoansEffective Date, unless the Administrative Agent shall have received notice from a Lender in accordance with the provisions of SECTION 5.9(C) prior to a proposed Borrowing date that such Lender will not make available to the Administrative Agent such Lender's Proportionate Ratable Share of the Revolving Credit Loan or the Acquisition Loan to be borrowed on such date, the Administrative Agent may assume that such Lender will make such Proportionate Ratable Share available to the Administrative Agent in accordance with SECTION 2.2(A) and SECTION 4A.2(A2.2(a), and the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers on such date a corresponding amount. If and to the extent such Lender shall not make such Proportionate Ratable Share available to the Administrative Agent, such Lender and the Borrowers severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount (the "Make-Whole Amount")amount, together with interest thereon for each day from the date such amount is made available to the Borrowers until the date such amount is repaid to the Administrative Agent at the Effective Interest Rate or, if lower, subject to SECTION 5.1(F5.1(f), the Maximum Rate (or as to the Lenders, at the Federal Funds Rate for the first three days after the date such amount is made available to the Borrowers and thereafter at the Effective Interest Rate or, if lower, subject to SECTION 5.1(f), the Maximum Rate; PROVIDED, HOWEVER, if on the Interest Payment Date next following the date on which any Lender pays interest to the Administrative Agent at the Effective Rate or the Maximum Rate on a Make-Whole Amount as aforesaid, the Borrower defaults in making the interest payment due on such Interest Payment Date, then the Administrative Agent shall reimburse such Lender for the excess, if any, of the amount of interest so paid by such Lender on the Make-Whole Amount over the amount of interest that such Lender would have paid had the Lender been required to pay interest on the Make-Whole Amount at the Federal Funds Effective Rate). If such Lender shall repay to the Administrative Agent such corresponding amount, the amount so repaid shall constitute such Lender's Proportionate Ratable Share of the Loan made on such Borrowing date for purposes of this Agreement. The Administrative Agent shall not be required to make any Loan as to which it shall have received notice from a Lender of such Lender's intention not to make its Ratable Share of such Loan available to the Administrative Agent. The failure of any Lender to make its Proportionate Ratable Share of any Loan available shall not (without regard to whether a Borrower shall have returned the amount thereof to the Administrative Agent in accordance with this SECTION 5.9) relieve it or any other Lender of its obligation, if any, hereunder to make its Proportionate Ratable Share of the Loan available on such Borrowing date, but no Lender shall be responsible for the failure of any other Lender to make its Proportionate Ratable Share of a Loan available on the Borrowing date.

Assumption by Administrative Agent. Notwithstanding Subject to the provisions of Section 4.8 and notwithstanding the occurrence or continuance of a Default or Event of Default or other failure of any condition to the making of Loans under the Revolving Credit Facility or the Acquisition Facility hereunder subsequent to the Initial LoansLoans to be made on the Effective Date, unless the Administrative Agent shall have received notice from a Lender in accordance with the provisions of SECTION 5.9(C) prior to a proposed Borrowing date that such Lender will not make available to the Administrative Agent such Lender's Proportionate Ratable Share of the Revolving Credit Loan or the Acquisition Loan to be borrowed on such date, the Administrative Agent may assume that such Lender will make such Proportionate Ratable Share available to the Administrative Agent in accordance with SECTION 2.2(A) and SECTION 4A.2(ASection 2.2(a), and the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers on such date a corresponding amount. If and to the extent such a Lender shall not make such Proportionate its Ratable Share of any Loan available to the Administrative Agent, such Lender and the Borrowers Administrative Agent has made a corresponding amount available to the Borrowers, such Lender, on the one hand, and the Borrowers, jointly and severally on the other hand, severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount (the "Make-Whole Amount"), together with interest thereon for each day from the date such amount is made available to the Borrowers until the date such amount is repaid to the Administrative Agent at (i) the Federal Funds Rate if repaid by the Lender or (ii) the Effective Interest Rate or, if lower, subject to SECTION 5.1(FSection 4.1(e), the Maximum Rate; PROVIDED, HOWEVER, if on repaid by the Interest Payment Date next following the date on which any Lender pays interest to the Administrative Agent at the Effective Rate or the Maximum Rate on a Make-Whole Amount as aforesaid, the Borrower defaults in making the interest payment due on such Interest Payment Date, then the Administrative Agent shall reimburse such Lender for the excess, if any, of the amount of interest so paid by such Lender on the Make-Whole Amount over the amount of interest that such Lender would have paid had the Lender been required to pay interest on the Make-Whole Amount at the Federal Funds Effective RateBorrowers. If such Lender shall repay to the Administrative Agent such corresponding amount, the amount so repaid shall constitute such Lender's Proportionate Ratable Share of the Loan made on such Borrowing date for purposes of this Agreement. The Administrative Agent shall not be required to make any Loan as to which it shall have received notice by a Lender of such Lender's intention not to make its Ratable Share of such Loan available to the Administrative Agent. The failure of any Lender to make its Proportionate Ratable Share of any Loan available shall not (without regard to whether a Borrower the Borrowers shall have returned the amount thereof to the Administrative Agent in accordance with this SECTION 5.9Section 4.7) relieve it or any other Lender of its obligation, if any, hereunder to make its Proportionate Ratable Share of the Loan available on such Borrowing date, but no Lender shall be responsible for the failure of any other Lender to make its Proportionate Ratable Share of a Loan available on the Borrowing date.