Common use of Funding Reliance, etc Clause in Contracts

Funding Reliance, etc. (a) Unless the Administrative Agent shall have been notified in writing by any Lender by 3:00 p.m. on the Business Day prior to a Borrowing that such Lender will not make available the amount which would constitute its Revolving Loan Percentage of such Borrowing on the date specified therefor, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent and, in reliance upon such assumption, make available to the Borrowers a corresponding amount. If and to the extent that such Lender shall not have made such amount available to the Administrative Agent, such Lender and the Borrowers severally agree to repay the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date the Administrative Agent made such amount available to the Borrowers to the date such amount is repaid to the Administrative Agent, at the interest rate applicable at the time to Loans comprising such Borrowing (in the case of the Borrowers) and (in the case of a Lender), at the Federal Funds Effective Rate (for the first two Business Days after which such amount has not been repaid), and thereafter at the interest rate applicable to Loans comprising such Borrowing. (b) Unless the Administrative Agent shall have been notified in writing prior to the time at which any payment hereunder is due to the Administrative Agent for the account of the Secured Parties hereunder that the Borrowers will not make such payment, the Administrative Agent may assume that the Borrowers have made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Secured Parties its share of the amount due. In such event, if the Borrowers have not in fact made such payment, then each of the Secured Parties severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Secured Party, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the Federal Funds Effective Rate (for the first two Business Days after which such amount has not been repaid), and thereafter at the interest rate applicable to the Loans which were repaid.

Funding Reliance, etc. (a) Unless the applicable Administrative Agent shall have been notified in writing by any Lender by 3:00 p.m. on the Business Day prior to a Borrowing that such Lender will not make available the amount which would constitute its Revolving Loan Percentage of such Borrowing on the date specified therefor, the such Administrative Agent may assume that such Lender has made such amount available to the such Administrative Agent and, in reliance upon such assumption, make available to the Borrowers a corresponding amount. If and to the extent that such Lender shall not have made such amount available to the such Administrative Agent, such Lender and the Borrowers severally agree to repay the such Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date the such Administrative Agent made such amount available to the Borrowers to the date such amount is repaid to the such Administrative Agent, at the interest rate applicable at the time to Loans comprising such Borrowing (in the case of the Borrowers) and (in the case of a Lender), at the Federal Funds Effective Rate (for the first two Business Days after which such amount has not been repaid), and thereafter at the interest rate applicable to Loans comprising such Borrowing. (b) Unless the applicable Administrative Agent shall have been notified in writing prior to the time at which any payment hereunder is due to the such Administrative Agent Agents for the account of the Secured Parties hereunder that the Borrowers will not make such payment, the such Administrative Agent may assume that the Borrowers have made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Secured Parties its share of the amount due. In such event, if the Borrowers have not in fact made such payment, then each of the Secured Parties severally agrees to repay to the applicable Administrative Agent forthwith on demand the amount so distributed to such Secured Party, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the such Administrative Agent, at the Federal Funds Effective Rate (for the first two Business Days after which such amount has not been repaid), and thereafter at the interest rate applicable to the Loans which were repaid.

Funding Reliance, etc. (a) Unless the Administrative Agent shall have been notified by telephone, confirmed in writing writing, by any Lender by 3:00 p.m. 10:30 p.m., Central time, on the Business Day prior to day of a Borrowing that such Lender will not make available the amount which would constitute its Revolving Loan Percentage of such Borrowing on the date specified therefor, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent and, in reliance upon such assumption, make available to the Borrowers Borrower a corresponding amount. If and to the extent that such Lender shall not have made such amount available to the Administrative Agent, such Lender and the Borrowers Borrower severally agree to repay the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date the Administrative Agent made such amount available to the Borrowers Borrower to the date such amount is repaid to the Administrative Agent, at the interest rate Federal Funds Rate applicable at the time to Loans comprising such Borrowing (in the case of the Borrowers) and (in the case of a Lender), at the Federal Funds Effective Rate (for the first two Business Days after which such amount has not been repaid), and thereafter at the interest rate applicable to Loans comprising such Borrowingtime. (b) Unless the Administrative Agent shall have been notified by telephone, confirmed in writing writing, by the Borrower prior to the time at which date any payment to be made by it hereunder is due due, that it does not intend to the Administrative Agent for the account of the Secured Parties hereunder that the Borrowers will not make remit such payment, the Administrative Agent may may, in its sole and absolute discretion, assume that the Borrowers have made Borrower has timely remitted such payment on such date in accordance herewith and may, in its sole and absolute discretion and in reliance upon thereon, make available such assumption, distribute payment to the Secured Parties its share of the amount duePerson entitled thereto. In If such event, if the Borrowers have payment is not in fact made such paymentremitted to the Administrative Agent in immediately available funds, then each of the Secured Parties severally agrees to Lender shall forthwith on demand repay to the Administrative Agent forthwith on demand the amount so distributed of such assumed payment made available to such Secured PartyLender, in immediately available funds together with interest thereon, for thereon in respect of each day from and including the date such amount is distributed was made by the Administrative Agent to it such Lender to but excluding the date of payment such amount is repaid to the Administrative Agent, Agent at the Federal Funds Effective Rate (for the first two Business Days after which such amount has not been repaid), and thereafter at the interest rate applicable to the Loans which were repaidRate.

Funding Reliance, etc. (a) Unless the Administrative Agent shall have been notified by telephone, confirmed in writing writing, by any Lender by 3:00 p.m. 5:00 p.m., New York City time, on the Business Day day prior to a Borrowing that such Lender will not make available the amount which would constitute its Revolving Loan Percentage of such Borrowing on the date specified therefor, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent and, in reliance upon such assumption, make available to the Borrowers Borrower a corresponding amount; provided, however, that the Agent shall have no obligation to do so. If and such amount is made available by such Lender to the extent that Agent on a date after the date of such Borrowing, such Lender shall not have made pay to the Agent on demand interest on such amount available to the Administrative Agent, such Lender and the Borrowers severally agree to repay the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date the Administrative Agent made such amount available to the Borrowers to the date such amount is repaid to the Administrative Agent, at the interest rate applicable at the time to Loans comprising such Borrowing (in the case of the Borrowers) and (in the case of a Lender), at the Federal Funds Effective Rate (for the first two Business Days after which such amount has not been repaid), and thereafter at the interest rate applicable to Loans comprising such Borrowing. (b) Unless the Administrative Agent shall have been notified in writing prior to the time at which any payment hereunder is due to the Administrative Agent for the account number of the Secured Parties hereunder that the Borrowers will not make such payment, the Administrative Agent may assume that the Borrowers have made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Secured Parties its share of the amount due. In such event, if the Borrowers have not in fact made such payment, then each of the Secured Parties severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Secured Party, in immediately available funds with interest thereon, for each day days from and including the date of such Borrowing to the date on which such amount becomes immediately available to the Agent, together with such other compensatory amounts as may be required to be paid by such Lender to the Agent pursuant to the Rules for Interbank Compensation of the Council on International Banking or the Clearinghouse Compensation Committee, as the case may be, as in effect from time to time. A statement of the Agent submitted to any Lender with respect to any amounts owing under this Section 8.2 shall be conclusive, in the absence of manifest error. If such amount is distributed not in fact made available to it to but excluding the Agent by such Lender within three Business Days after the date of payment such Borrowing, the Agent shall be entitled to the Administrative Agentrecover such amount, with interest thereon at the Federal Funds Effective Rate (for the first two Business Days after which such amount has not been repaid), and thereafter at the interest rate per annum then applicable to the Loans which were repaidcomprising such Borrowing, within five Business Days after demand, from the Borrower. Nothing herein shall be construed to release any Lender from its obligation to make Loans subject to the terms and conditions set forth in this Agreement.

Funding Reliance, etc. (a) Unless the Administrative Agent shall have been notified by telephone and such notice shall have been confirmed in writing by any Lender by 3:00 p.m. 5:00 p.m., San Francisco time, on the Business Day prior to a Borrowing that such Lender will not make available the amount which would constitute its Revolving Loan Percentage of such Borrowing on the date specified therefor, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent and, in reliance upon such assumption, make available to the Borrowers Company a corresponding amount. If and to the extent that such Lender shall not have made such amount available to the Administrative Agent, such Lender and the Borrowers Company severally agree to repay the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date the Administrative Agent made such amount available to the Borrowers Company to the date such amount is repaid to the Administrative Agent, at the interest rate rate(s) applicable at the time to Loans comprising such Borrowing (in the case of the Borrowers) Company and (at the daily average Federal Funds Rate in the case of a any Lender), at the Federal Funds Effective Rate (for the first two Business Days after which such amount has not been repaid), and thereafter at the interest rate applicable to Loans comprising such Borrowing. (b) Unless the Administrative Agent shall have been notified by telephone and such notice shall have been confirmed in writing by the Company by 5:00 p.m., San Francisco time, on the day prior to the time at which due date of any payment hereunder is due to the Administrative Agent for the account of the Secured Parties hereunder Obligation, that the Borrowers any Obligor will not make the full amount of all payments scheduled to be made by it on such paymentdue date, the Administrative Agent may assume that the Borrowers have such Obligor has made such payment on such date in accordance herewith and mayamount available to the Agent and, in reliance upon such assumption, distribute make available to the Secured Parties its share Lenders their respective pro rata shares of such amount. If the Agent makes any such amount due. In available to any Lender, but such event, if the Borrowers have amount was not in fact made available by or on behalf of such payment, then each of the Secured Parties severally agrees to repay Obligor to the Administrative Agent forthwith on such due date, such Lender shall pay to the Agent on demand the amount so distributed previously made available to such Secured PartyLender, in immediately available funds together with interest thereon, on such amount at the daily average Federal Funds Rate for each day the number of days from and including the date on which such Lender received such amount to the date on which such amount becomes immediately available to the Agent, and together with such other compensatory amounts as may be required to be paid by such Lender to the Agent pursuant to the Rules for Interbank Compensation of the Council on International Banking or the Clearinghouse Compensation Committee, as the case may be, as in effect from time to time. A statement of the Agent submitted to any Lender with respect to any amounts owing under this paragraph shall be conclusive, in the absence of manifest error. If such amount is distributed to it to but excluding the date of payment not in fact made available to the Administrative Agent, at the Federal Funds Effective Rate (for the first Agent by such Lender within two Business Days after the date on which such Lender is (i) informed by the Agent that such amount has was not been repaid)made available to the Agent by or on behalf of such Obligor, and thereafter at (ii) requested by the interest rate applicable Agent to refund such amount to the Loans which were repaidAgent, then the Agent shall be entitled to recover on demand an amount calculated in the manner specified in the second preceding sentence of this clause (b) after substituting the term "Reference Rate" for the term "Federal Funds Rate".

Funding Reliance, etc. (a) Unless the Administrative Agent shall have been notified in writing by any Lender by (a) 3:00 p.m. on the Business Day prior to a Revolving Loan Borrowing (or by 11:00 a.m. on the date of a Borrowing in the case of a “same-day” Borrowing of Base Rate Loans) or (b) 5:00 p.m. on the Business Day prior to a Competitive Bid Loan Borrowing that such Lender will not make available the amount which would constitute its Revolving Loan Percentage of such Borrowing Borrowing, in the case of Revolving Loans, or the amount of its Competitive Bid Loan Offer that has been accepted by the Borrower, in the case of Competitive Bid Loans, in either case on the date specified therefor, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent and, in reliance upon such assumption, make available to the Borrowers Borrower a corresponding amount. If and to the extent that such Lender shall not have made such amount available to the Administrative Agent, such Lender and the Borrowers Borrower severally agree to repay the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date the Administrative Agent made such amount available to the Borrowers Borrower to the date such amount is repaid to the Administrative Agent, at the interest rate applicable at the time to Loans comprising such Borrowing (in the case of the BorrowersBorrower) and (in the case of a Lender), at the Federal Funds Effective Rate (for the first two Business Days after which such amount has not been repaid), and thereafter at the interest rate applicable to Loans comprising such Borrowing. (b) Unless the Administrative Agent shall have been notified in writing prior to the time at which any payment hereunder is due to the Administrative Agent for the account of the Secured Parties hereunder that the Borrowers will not make such payment, the Administrative Agent may assume that the Borrowers have made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Secured Parties its share of the amount due. In such event, if the Borrowers have not in fact made such payment, then each of the Secured Parties severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Secured Party, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the Federal Funds Effective Rate (for the first two Business Days after which such amount has not been repaid), and thereafter at the interest rate applicable to the Loans which were repaid.

Funding Reliance, etc. (a) Unless the Administrative Agent shall have been notified by telephone, confirmed in writing writing, by any Lender by 3:00 p.m. 2:00 p.m., San Francisco time, on the Business Day day prior to a Borrowing or disbursement with respect to a Letter of Credit pursuant to Section 2.6.2 that such Lender will not make available the amount which would constitute its Revolving Loan Percentage of such Borrowing on the date specified therefor, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent and, in reliance upon such assumption, make available to the Borrowers Borrower a corresponding amount. If and to the extent that such Lender shall not have made such amount available to the Administrative Agent, such Lender and the Borrowers Borrower severally agree to repay the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date the Administrative Agent made such amount available to the Borrowers Borrower to the date such amount is repaid to the Administrative Agent, at the interest rate applicable at the time to Loans comprising such Borrowing Borrowing. The Administrative Agent shall be entitled to rely upon any certification, notice or other communication (in the case including any thereof by telephone, telecopier, telex, telegram or cable) believed by it to be genuine and correct and to have been signed or sent by or on behalf of the Borrowers) proper Person or Persons, and upon advice and statements of legal counsel (in the case of a Lenderwhich may be counsel for Borrower), at independent accountants and other experts selected by the Federal Funds Effective Rate (Administrative Agent. The Administrative Agent shall not be required in any way to determine the identity or authority of any Person delivering or executing the same. As to any matters not expressly provided for by this Agreement or any other Loan Document, the first two Business Days after which such amount has not been repaid)Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, hereunder and thereunder in accordance with instructions of the Required Lenders, and thereafter at any action taken or failure to act pursuant thereto shall be binding on all of the interest rate applicable Lenders. Pursuant to Loans comprising such Borrowing. (b) Unless instructions of the Required Lenders, the Administrative Agent shall have been notified in writing prior the authority to execute releases of the time at which applicable Loan Documents on behalf of the Lenders without the joinder of any payment hereunder is due to Lender. If any order, writ, judgment or decree shall be made or entered by any court affecting the rights, duties and obligations of the Administrative Agent for the account under this Agreement or any other Loan Document, then and in any of the Secured Parties hereunder that the Borrowers will not make such payment, events the Administrative Agent may assume that the Borrowers have made such payment on such date in accordance herewith and mayis authorized, in reliance its sole discretion, to rely upon and comply with such assumptionorder, distribute to writ, judgment or decree which it is advised by legal counsel of its own choosing is binding upon it under the Secured Parties its share terms of this Agreement, the amount due. In such event, relevant Loan Document or otherwise; and if the Borrowers have not in fact made such payment, then each of the Secured Parties severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Secured Party, in immediately available funds complies with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the Federal Funds Effective Rate (for the first two Business Days after which such amount has not been repaid), and thereafter at the interest rate applicable to the Loans which were repaid.any such

Funding Reliance, etc. (a) Unless the Administrative Agent shall have been notified by telephone, confirmed in writing writing, by any Lender by 3:00 p.m. p.m., Denver time, on the Business Day day prior to a Borrowing or disbursement with respect to a Letter of Credit pursuant to Section 2.6.2 that such Lender will not make available the amount which would constitute its Revolving Loan Percentage of such Borrowing on the date specified therefor, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent and, in reliance upon such assumption, make available to the Borrowers Borrower a corresponding amount. If and to the extent that such Lender shall not have made such amount available to the Administrative Agent, such Lender and the Borrowers Borrower severally agree to repay the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date the Administrative Agent made such amount available to the Borrowers Borrower to the date such amount is repaid to the Administrative Agent, at the interest rate applicable at the time to Loans comprising such Borrowing Borrowing. The Administrative Agent shall be entitled to rely upon any certification, notice or other communication (in the case including any thereof by telephone, telecopier, telex, telegram or cable) believed by it to be genuine and correct and to have been signed or sent by or on behalf of the Borrowers) proper Person or Persons, and upon advice and statements of legal counsel (in the case of a Lenderwhich may be counsel for Borrower), at independent accountants and other experts selected by the Federal Funds Effective Rate (Administrative Agent. The Administrative Agent shall not be required in any way to determine the identity or authority of any Person delivering or executing the same. As to any matters not expressly provided for by this Agreement or any other Loan Document, the first two Business Days after which such amount has not been repaid)Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, hereunder and thereunder in accordance with instructions of the Required Lenders, and thereafter at any action taken or failure to act pursuant thereto shall be binding on all of the interest rate applicable Lenders. Pursuant to Loans comprising such Borrowing. (b) Unless instructions of the Required Lenders, the Administrative Agent shall have been notified in writing prior the authority to execute releases of the time at which applicable Loan Documents on behalf of the Lenders without the joinder of any payment hereunder is due to Lender. If any order, writ, judgment or decree shall be made or entered by any court affecting the rights, duties and obligations of the Administrative Agent for the account under this Agreement or any other Loan Document, then and in any of the Secured Parties hereunder that the Borrowers will not make such payment, events the Administrative Agent may assume that the Borrowers have made such payment on such date in accordance herewith and mayis authorized, in reliance its sole discretion, to rely upon and comply with such assumptionorder, distribute to writ, judgment or decree which it is advised by legal counsel of its own choosing is binding upon it under the Secured Parties its share terms of this Agreement, the amount due. In such event, relevant Loan Document or otherwise; and if the Borrowers have not in fact made such payment, then each of the Secured Parties severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed complies with any such order, writ, judgment or decree, then it shall not be liable to any Lender or to any other Person by reason of such Secured Partycompliance even though such order, in immediately available funds with interest thereonwrit, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agentjudgment or decree may be subsequently reversed, at the Federal Funds Effective Rate (for the first two Business Days after which such amount has not been repaid)modified, and thereafter at the interest rate applicable to the Loans which were repaidannulled, set aside or vacated.

Funding Reliance, etc. (a) Unless the Administrative Agent shall have been notified in writing by any Lender by 3:00 p.m. on the Business Day prior to a Borrowing that such Lender will not make available the amount which would constitute its Revolving Loan Percentage of such Borrowing on the date specified therefor, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent and, in reliance upon such assumption, make available to the Borrowers Borrower a corresponding amount. If and to the extent that such Lender shall not have made such amount available to the Administrative Agent, such Lender and the Borrowers Borrower severally agree to repay the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date the Administrative Agent made such amount available to the Borrowers Borrower to the date such amount is repaid to the Administrative Agent, at the interest rate applicable at the time to Loans comprising such Borrowing (in the case of the BorrowersBorrower) and (in the case of a Lender), at the Federal Funds Effective Rate (for the first two Business Days after which such amount has not been repaid), and thereafter at the interest rate applicable to Loans comprising such Borrowing. (b) Unless . If the Borrower is required to repay any amount pursuant to this Section, the Borrower shall be subrogated to all rights of the Administrative Agent shall have been notified in writing prior with respect to the time at which any payment hereunder is due Lender’s failure to the Administrative Agent for the account of the Secured Parties hereunder that the Borrowers will not make such payment, the Administrative Agent may assume that the Borrowers have made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Secured Parties its share of the amount due. In such event, if the Borrowers have not in fact made such payment, then each of the Secured Parties severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Secured Party, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the Federal Funds Effective Rate (for the first two Business Days after which such amount has not been repaid)available, and thereafter at the interest rate applicable to the Loans which were repaidany rights against such Lender shall survive any assignment by such Lender under Section 11.11.

Funding Reliance, etc. (a) Unless the Administrative Agent shall have been notified by telephone, confirmed in writing writing, by any Lender by 3:00 p.m. 5:00 p.m., New York City time, on the Business Day day prior to a Borrowing that such Lender will not make available the amount which would constitute its Revolving Term Loan Percentage of such Borrowing the Term Loans and its Working Capital Facility Percentage of the Working Capital Facility Loans on the date specified therefor, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent and, in reliance upon such assumption, make available to the Borrowers Borrower a corresponding amount; provided, however, that the Agent shall have no obligation to do so. If and such amount is made available by such Lender to the extent that Agent on a date after the date of such Borrowing, such Lender shall not have made pay to the Agent on demand interest on such amount available to the Administrative Agent, such Lender and the Borrowers severally agree to repay the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date the Administrative Agent made such amount available to the Borrowers to the date such amount is repaid to the Administrative Agent, at the interest rate applicable at the time to Loans comprising such Borrowing (in the case of the Borrowers) and (in the case of a Lender), at the Federal Funds Effective Rate (for the first two Business Days after which such amount has not been repaid), and thereafter at the interest rate applicable to Loans comprising such Borrowing. (b) Unless the Administrative Agent shall have been notified in writing prior to the time at which any payment hereunder is due to the Administrative Agent for the account number of the Secured Parties hereunder that the Borrowers will not make such payment, the Administrative Agent may assume that the Borrowers have made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Secured Parties its share of the amount due. In such event, if the Borrowers have not in fact made such payment, then each of the Secured Parties severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Secured Party, in immediately available funds with interest thereon, for each day days from and including the date of such Borrowing to the date on which such amount becomes immediately available to the Agent, together with such other compensatory amounts as may be required to be paid by such Lender to the Agent pursuant to the Rules for Interbank Compensation of the Council on International Banking or the Clearinghouse Compensation Committee, as the case may be, as in effect from time to time. A statement of the Agent submitted to any Lender with respect to any amounts owing under this Section 8.2 shall be conclusive, in the absence of manifest error. If such amount is distributed not in fact made available to it to but excluding the Agent by such Lender within three (3) Business Days after the date of payment such Borrowing, the Agent shall be entitled to the Administrative Agentrecover such amount, with interest thereon at the Federal Funds Effective Rate (for the first two Business Days after which such amount has not been repaid), and thereafter at the interest rate per annum then applicable to the Loans which were repaidcomprising such Borrowing, within five (5) Business Days after demand, from the Borrower.

Funding Reliance, etc. (a) Unless the Administrative Agent shall have been notified by telephone, confirmed in writing writing, by any Lender by 3:00 p.m. 5:00 p.m., New York City time, on the Business Day day prior to a Borrowing that such Lender will not make available the amount which would constitute its Revolving Term Loan Percentage of such Borrowing the Term Loans and its Expansion Facility Percentage of the Expansion Facility Loans on the date specified therefor, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent and, in reliance upon such assumption, make available to the Borrowers Borrower a corresponding amount; provided, however, that the Agent shall have no obligation to do so. If and such amount is made available by such Lender to the extent that Agent on a date after the date of such Borrowing, such Lender shall not have made pay to the Agent on demand interest on such amount available to the Administrative Agent, such Lender and the Borrowers severally agree to repay the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date the Administrative Agent made such amount available to the Borrowers to the date such amount is repaid to the Administrative Agent, at the interest rate applicable at the time to Loans comprising such Borrowing (in the case of the Borrowers) and (in the case of a Lender), at the Federal Funds Effective Rate (for the first two Business Days after which such amount has not been repaid), and thereafter at the interest rate applicable to Loans comprising such Borrowing. (b) Unless the Administrative Agent shall have been notified in writing prior to the time at which any payment hereunder is due to the Administrative Agent for the account number of the Secured Parties hereunder that the Borrowers will not make such payment, the Administrative Agent may assume that the Borrowers have made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Secured Parties its share of the amount due. In such event, if the Borrowers have not in fact made such payment, then each of the Secured Parties severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Secured Party, in immediately available funds with interest thereon, for each day days from and including the date of such Borrowing to the date on which such amount becomes immediately available to the Agent, together with such other compensatory amounts as may be required to be paid by such Lender to the Agent pursuant to the Rules for Interbank Compensation of the Council on International Banking or the Clearinghouse Compensation Committee, as the case may be, as in effect from time to time. A statement of the Agent submitted to any Lender with respect to any amounts owing under this Section8.2 shall be conclusive, in the absence of manifest error. If such amount is distributed not in fact made available to it to but excluding the Agent by such Lender within three Business Days after the date of payment such Borrowing, the Agent shall be entitled to the Administrative Agentrecover such amount, with interest thereon at the Federal Funds Effective Rate (for the first two Business Days after which such amount has not been repaid), and thereafter at the interest rate per annum then applicable to the Loans which were repaidcomprising such Borrowing, within five Business Days after demand, from the Borrower.

Funding Reliance, etc. (a) Unless the Administrative Agent shall have been notified by telephone, confirmed in writing writing, by any Lender by 3:00 p.m. 5:00 p.m., New York City time, on the Business Day day prior to a Borrowing that such Lender will not make available the amount which would constitute its Revolving Loan Percentage of such Borrowing on the date specified therefor, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent and, in reliance upon such assumption, make available to the Borrowers Borrower a corresponding amount; PROVIDED, HOWEVER, that the Agent shall have no obligation to do so. If and such amount is made available by such Lender to the extent that Agent on a date after the date of such Borrowing, such Lender shall not have made pay to the Agent on demand interest on such amount available to the Administrative Agent, such Lender and the Borrowers severally agree to repay the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date the Administrative Agent made such amount available to the Borrowers to the date such amount is repaid to the Administrative Agent, at the interest rate applicable at the time to Loans comprising such Borrowing (in the case of the Borrowers) and (in the case of a Lender), at the Federal Funds Effective Rate (for the first two Business Days after which such amount has not been repaid), and thereafter at the interest rate applicable to Loans comprising such Borrowing. (b) Unless the Administrative Agent shall have been notified in writing prior to the time at which any payment hereunder is due to the Administrative Agent for the account number of the Secured Parties hereunder that the Borrowers will not make such payment, the Administrative Agent may assume that the Borrowers have made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Secured Parties its share of the amount due. In such event, if the Borrowers have not in fact made such payment, then each of the Secured Parties severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Secured Party, in immediately available funds with interest thereon, for each day days from and including the date of such Borrowing to the date on which such amount becomes immediately available to the Agent, together with such other compensatory amounts as may be required to be paid by such Lender to the Agent pursuant to the Rules for Interbank Compensation of the Council on International Banking or the Clearinghouse Compensation Committee, as the case may be, as in effect from time to time. A statement of the Agent submitted to any Lender with respect to any amounts owing under this SECTION 8.2 shall be conclusive, in the absence of manifest error. If such amount is distributed not in fact made available to it to but excluding the Agent by such Lender within three Business Days after the date of payment such Borrowing, the Agent shall be entitled to the Administrative Agentrecover such amount, with interest thereon at the Federal Funds Effective Rate (for the first two Business Days after which such amount has not been repaid), and thereafter at the interest rate per annum then applicable to the Loans which were repaidcomprising such Borrowing, within five Business Days after demand, from the Borrower.

Funding Reliance, etc. (a) Unless the Administrative Agent shall have been notified by telephone, confirmed in writing writing, by any Lender by 3:00 p.m. p.m., California time, on the Business Day day prior to a Borrowing that such Lender will not make available the amount which would constitute its Revolving Loan Percentage of such Borrowing on the date specified therefor, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent and, in reliance upon such assumption, make available to the Borrowers a corresponding amount. If and to the extent that such Lender shall not have made such amount available to the Administrative Agent, (a) such Lender and the Borrowers severally agree agrees to repay the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date the Administrative Agent made such amount available to the Borrowers to the date such amount is repaid to the Administrative Agent, at an interest rate equal for the first 3 days of such period to the Federal Funds Rate from time to time in effect and thereafter at the interest rate applicable at the time to Loans comprising such Borrowing, together with such other compensatory amounts as may be required to be paid by such Lender to the Administrative Agent under the Rules for Interbank Cooperation of the Council on International Banking or the Clearinghouse Compensation Committee, as the case may be, as in effect from time to time and (b) the Borrowers agree to repay to the Administrative Agent forthwith upon demand such corresponding amount together with interest thereon, for each day from the date the Administrative Agent made such amount available to the Borrowers to the date such amount is repaid to the Administrative Agent, at the interest rate applicable at the time to Loans comprising such Borrowing (in the case of the Borrowers) and (in the case of a Lender), at the Federal Funds Effective Rate (for the first two Business Days after which such amount has not been repaid), and thereafter at the interest rate applicable to Loans comprising such Borrowing. (b) Unless the Administrative Agent shall have been notified in writing prior to the time at which any payment hereunder is due to the Administrative Agent for the account of the Secured Parties hereunder that the Borrowers will not make such payment, the Administrative Agent may assume that the Borrowers have made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Secured Parties its share of the amount due. In such event, if the Borrowers have not in fact made such payment, then each of the Secured Parties severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Secured Party, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the Federal Funds Effective Rate (for the first two Business Days after which such amount has not been repaid), and thereafter at the interest rate applicable to the Loans which were repaid.

Funding Reliance, etc. (a) Unless the Administrative Agent shall have been notified by telephone, confirmed in writing writing, by any Lender by 3:00 p.m. on the Business Day 10:30 a.m., Cleveland time, at least one day prior to a Borrowing an Advance, that such Lender will not make available the amount which would constitute its Revolving Loan Pro Rata Percentage of such Borrowing Advance on the date specified therefor, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent and, in reliance upon such assumption, make available to the Borrowers a corresponding amount. If and to the extent that such Lender shall not have made such amount available to the Administrative Agent, such Lender and the Borrowers severally agree to repay the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date the Administrative Agent made such amount available to the Borrowers to the date such amount is repaid to the Administrative Agent, at the interest rate applicable at the time to Loans comprising such Borrowing (in Advances. Notwithstanding the case of the Borrowers) and (in the case of a Lender)foregoing, at the Federal Funds Effective Rate (for the first two Business Days after which such amount has not been repaid), and thereafter at the interest rate applicable to Loans comprising such Borrowing. (b) Unless if the Administrative Agent shall have been notified in writing prior to any fashion by a Lender that such Lender will not be making any particular Advance (irrespective of whether under the time at which any payment hereunder is due to circumstances the Administrative Agent for would have been entitled, under the account first sentence of this Section, to assume that such Lender would be making the Secured Parties hereunder that Advance) or if a Lender has not deposited same day funds with the Borrowers will not make such paymentAdministrative Agent as required by Section 2.02, the Administrative Agent may assume that the Borrowers have made shall not be required to make an Advance on behalf of such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute Lender. No Lender's obligation to the Secured Parties its share of the amount due. In such event, if the Borrowers have not in fact made such payment, then each of the Secured Parties severally agrees make an Advance shall be affected by any other Lender's failure to repay to the Administrative Agent forthwith on demand the amount so distributed to such Secured Party, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the Federal Funds Effective Rate (for the first two Business Days after which such amount has not been repaid), and thereafter at the interest rate applicable to the Loans which were repaidmake any Advance.

Funding Reliance, etc. (a) Unless the Administrative Agent shall have been notified by telephone, confirmed in writing writing, by any Lender (x) in respect of Base Rate Loans, by 3:00 p.m. 1:00 p.m., New York time on the Business Day day of a Borrowing any (y) in respect of LIBOR Loans by 4:00 p.m., New York time, on the day prior to a Borrowing or disbursement with respect to a Letter of Credit pursuant to Section 2.6.2, in each case that such Lender will not make available the amount which would constitute its Revolving Loan Percentage of such Borrowing on the date specified therefor, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent and, in reliance upon such assumption, make available to the Borrowers Borrower a corresponding amount. If and to the extent that such Lender shall not have made such amount available to the Administrative Agent, such Lender severally agrees, and the Borrowers severally agree Borrower agrees, to repay the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date the Administrative Agent made such amount available to the Borrowers Borrower to the date such amount is repaid to the Administrative Agent, at the interest rate applicable at the time to Loans comprising such Borrowing (in the case of the Borrowers) and (in the case of a Lender), at the Federal Funds Effective Rate (for the first two Business Days after which such amount has not been repaid), and thereafter at the interest rate applicable to Loans comprising such Borrowing. (b) . Unless the Administrative Agent shall have been notified in writing received notice from the Borrower prior to the time at date on which any payment hereunder is due to the Administrative Agent for the account of the Secured Parties Lenders or an Issuer hereunder that the Borrowers Borrower will not make such payment, the Administrative Agent may assume that the Borrowers have Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Secured Parties its share of Lenders or the applicable Issuer, as the case may be, the amount due. In such event, if the Borrowers have Borrower has not in fact made such payment, then each of the Secured Parties Lenders or the applicable Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Secured PartyLender or the Issuer, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate (for and a rate determined by the first two Business Days after which such amount has not been repaid), and thereafter at the interest rate applicable to the Loans which were repaidAdministrative Agent in accordance with banking industry rules on interbank compensation.

Funding Reliance, etc. (a) Unless the Administrative Agent shall have been notified by telephone, confirmed in writing writing, by any Lender by 3:00 p.m. 2:00 p.m., San Francisco time, on the Business Day day prior to a Borrowing or disbursement with respect to a Letter of Credit pursuant to Section 2.6.2 that such Lender will not make available the amount which would constitute its Revolving Loan Percentage of such Borrowing on the date specified therefor, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent and, in reliance upon such assumption, make available to the Borrowers Borrower a corresponding amount. If and to the extent that such Lender shall not have made such amount available to the Administrative Agent, such Lender and the Borrowers Borrower severally agree to repay the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date the Administrative Agent made such amount available to the Borrowers Borrower to the date such amount is repaid to the Administrative Agent, at the interest rate applicable at the time to Loans comprising such Borrowing Borrowing. The Administrative Agent shall be entitled to rely upon any certification, notice or other communication (in the case including any thereof by telephone, telecopier, telex, telegram or cable) believed by it to be genuine and correct and to have been signed or sent by or on behalf of the Borrowers) proper Person or Persons, and upon advice and statements of legal counsel (in the case of a Lenderwhich may be counsel for Borrower), at independent accountants and other experts selected by the Federal Funds Effective Rate (Administrative Agent. The Administrative Agent shall not be required in any way to determine the identity or authority of any Person delivering or executing the same. As to any matters not expressly provided for by this Agreement or any other Loan Document, the first two Business Days after which such amount has not been repaid)Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, hereunder and thereunder in accordance with instructions of the Required Lenders, and thereafter at any action taken or failure to act pursuant thereto shall be binding on all of the interest rate applicable Lenders. Pursuant to Loans comprising such Borrowing. (b) Unless instructions of the Required Lenders, the Administrative Agent shall have been notified in writing prior the authority to execute releases of the time at which applicable Loan Documents on behalf of the Lenders without the joinder of any payment hereunder is due to Lender. If any order, writ, judgment or decree shall be made or entered by any court affecting the rights, duties and obligations of the Administrative Agent for the account under this Agreement or any other Loan Document, then and in any of the Secured Parties hereunder that the Borrowers will not make such payment, events the Administrative Agent may assume that the Borrowers have made such payment on such date in accordance herewith and mayis authorized, in reliance its sole discretion, to rely upon and comply with such assumptionorder, distribute to writ, judgment or decree which it is advised by legal counsel of its own choosing is binding upon it under the Secured Parties its share terms of this Agreement, the amount due. In such event, relevant Loan Document or otherwise; and if the Borrowers have not in fact made such payment, then each of the Secured Parties severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed complies with any such order, writ, judgment or decree, then it shall not be liable to any Lender or to any other Person by reason of such Secured Partycompliance even though such order, in immediately available funds with interest thereonwrit, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agentjudgment or decree may be subsequently reversed, at the Federal Funds Effective Rate (for the first two Business Days after which such amount has not been repaid)modified, and thereafter at the interest rate applicable to the Loans which were repaidannulled, set aside or vacated.

Funding Reliance, etc. (a) Unless the Administrative Agent shall have been notified by telephone, confirmed in writing writing, by any Lender by 3:00 p.m. on the Business Day 10:30 a.m., Cleveland time, at least one day prior to a Borrowing an Advance, that such Lender will not make available the amount which would constitute its Revolving Loan Pro Rata Percentage of such Borrowing Advance on the date specified therefor, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent and, in reliance upon such assumption, make available to the Borrowers a corresponding amount. If and to the extent that such Lender shall not have made such amount available to the Administrative Agent, such Lender and the Borrowers severally agree to repay the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date the Administrative Agent made such amount available to the Borrowers to the date such amount is repaid to the Administrative Agent, at the interest rate applicable at the time to Loans comprising such Borrowing (in Advances. Notwithstanding the case of the Borrowers) and (in the case of a Lender)foregoing, at the Federal Funds Effective Rate (for the first two Business Days after which such amount has not been repaid), and thereafter at the interest rate applicable to Loans comprising such Borrowing. (b) Unless if the Administrative Agent shall have been notified in writing prior to any fashion by a Lender that such Lender will not be making any particular Advance (irrespective of whether under the time at which any payment hereunder is due to circumstances the Administrative Agent for would have been entitled, under the account first sentence of this Section, to assume that such Lender would be making the Secured Parties hereunder that Advance) or if a Lender has not deposited same day funds with the Borrowers will not make such paymentAdministrative Agent as required by Section 2.02, the Administrative Agent may assume that the Borrowers have made shall not be required to make an Advance on behalf of such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute Lender. No Lender’s obligation to the Secured Parties its share of the amount due. In such event, if the Borrowers have not in fact made such payment, then each of the Secured Parties severally agrees make an Advance shall be affected by any other Lender’s failure to repay to the Administrative Agent forthwith on demand the amount so distributed to such Secured Party, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the Federal Funds Effective Rate (for the first two Business Days after which such amount has not been repaid), and thereafter at the interest rate applicable to the Loans which were repaidmake any Advance.

Funding Reliance, etc. (a) Unless the Administrative Agent shall have been notified by telephone, confirmed in writing writing, by any Lender by 3:00 p.m. on the Business Day 10:30 a.m., Cleveland time, at least one day prior to a Borrowing an Advance, that such Lender will not make available the amount which would constitute its Revolving Loan Pro Rata Percentage of such Borrowing Advance on the date specified therefor, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent and, in reliance upon such assumption, make available to the Borrowers a corresponding amount. If and to the extent that such Lender shall not have made such amount available to the Administrative Agent, such Lender and the Borrowers severally agree to repay the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date the Administrative Agent made such amount available to the Borrowers to the date such amount is repaid to the Administrative Agent, at the interest rate applicable at the time to Loans comprising such Borrowing (in Advances. Notwithstanding the case of the Borrowers) and (in the case of a Lender)foregoing, at the Federal Funds Effective Rate (for the first two Business Days after which such amount has not been repaid), and thereafter at the interest rate applicable to Loans comprising such Borrowing. (b) Unless if the Administrative Agent shall have been notified in writing prior to any fashion by a Lender that such Lender will not be making any particular Advance (irrespective of whether under the time at which any payment hereunder is due to circumstances the Administrative Agent for Credit Agreement would have been entitled, under the account first sentence of this Section, to assume that such Lender would be making the Secured Parties hereunder that Advance) or if a Lender has not deposited same day funds with the Borrowers will not make such paymentAdministrative Agent as required by Section 2.02, the Administrative Agent may assume that the Borrowers have made shall not be required to make an Advance on behalf of such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute Lender. No Lender's obligation to the Secured Parties its share of the amount due. In such event, if the Borrowers have not in fact made such payment, then each of the Secured Parties severally agrees make an Advance shall be affected by any other Lender's failure to repay to the Administrative Agent forthwith on demand the amount so distributed to such Secured Party, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the Federal Funds Effective Rate (for the first two Business Days after which such amount has not been repaid), and thereafter at the interest rate applicable to the Loans which were repaidmake any Advance.