Common use of Fundings by Xxxxxxx Clause in Contracts

Fundings by Xxxxxxx. Each Lender shall timely honor its Commitment by funding its Pro Rata share of each Borrowing of Loans that is properly requested hereunder. Agent shall endeavor to notify Lenders of each Notice of Borrowing (or deemed request for a Borrowing) by 2:00 p.m. on the proposed funding date for Base Rate Loans or by 3:00 p.m. at least two (2) Business Days before the proposed funding date for SOFR Loans. Each Lender shall fund to Agent such Xxxxxx’s Pro Rata share of the Borrowing to the account specified by Agent in immediately available funds not later than 3:00 p.m. on the requested funding date, unless Agent’s notice is received after the times provided in the immediately preceding sentence, in which event Lender shall fund its Pro Rata share by 11:00 a.m. on the Business Day immediately following the requested funding date. Subject to its receipt of such amounts from Lenders, Agent shall disburse the proceeds of the Loans as directed by Administrative Borrower. Unless Agent shall have received (in sufficient time to act) written notice from a Lender that it does not intend to fund its Pro Rata share of a Borrowing, Agent may assume that such Xxxxxx has deposited or promptly will deposit its share with Agent, and Agent may disburse a corresponding amount to Borrowers. If a Xxxxxx’s share of any Borrowing is not in fact received by Agent, then Borrowers agree to repay to Agent on demand the amount of such share, together with interest thereon from the date disbursed until repaid, at the rate applicable to such Borrowing.

Fundings by Xxxxxxx. Each Lender shall timely honor its Revolver Commitment by funding its Pro Rata share of each Borrowing of Revolver Loans that is properly requested hereunder. Except for Borrowings to be made as Swingline Loans, Agent shall endeavor to notify Lenders of each Notice of Borrowing (or deemed request for a Borrowing) by 2:00 p.m. 12:00 noon (Los Angeles time) on the date prior to the proposed funding date for Adjusted Base Rate Loans or by 3:00 p.m. (Los Angeles time) at least two (2) three Business Days before the any proposed funding of SOFR Loans (or on the requested funding date for in the case of SOFR LoansLoans to be made on the Second A&R Closing Date). Each Lender shall fund to Agent such Xxxxxx’s 's Pro Rata share of the Borrowing to the account specified by Agent in immediately available funds not later than 3:00 2:00 p.m. (Los Angeles time) on the requested funding date, unless Agent’s 's notice is received after the times provided in the immediately preceding sentenceabove, in which event case Lender shall fund its Pro Rata share by 11:00 a.m. (Los Angeles time) on the next Business Day immediately following the requested funding dateDay. Subject to its receipt of such amounts from Lenders, and the satisfaction of the applicable conditions precedent in Section 6, Agent shall disburse the proceeds of the Revolver Loans as directed by Administrative BorrowerXxxxxxxx Agent. Unless Agent shall have received (in sufficient time to act) written notice from a Lender that it does not intend to fund its Pro Rata share of a Borrowing, Agent may assume that such Xxxxxx has deposited or promptly will deposit its share with Agent, and Agent may disburse a corresponding amount to Borrowers. If a Xxxxxx’s Lender's share of any Borrowing or of any settlement pursuant to Section 4.1.4(b) is not in fact received by Agent, then Borrowers agree to repay to Agent on demand the amount of such share, together with interest thereon from the date disbursed until repaid, at the rate applicable to such the Borrowing.

Fundings by Xxxxxxx. Each Lender shall timely honor its Revolver Commitment by funding its Pro Rata share of each Borrowing of Revolver Loans that is properly requested hereunder. Except for Borrowings to be made as Swingline Loans, Agent shall endeavor to notify Lenders of each Notice of Borrowing (or deemed request for a Borrowing) by 2:00 p.m. 12:00 noon on the proposed funding date for Base Rate Revolver Loans or by 3:00 p.m. at least two (2) Business Days before the any proposed funding date for SOFR of LIBOR Loans. Each Lender shall fund to Agent such Xxxxxx’s Pro Rata share of the Borrowing to the account specified by Agent in immediately available funds not later than 3:00 2:00 p.m. on the requested funding date, unless Agent’s notice is received after the times provided in the immediately preceding sentenceabove, in which event Lender shall fund its Pro Rata share by 11:00 a.m. on the next Business Day immediately following the requested funding dateDay. Subject to its receipt of such amounts from Lenders, Agent shall disburse the proceeds of the Revolver Loans as directed by Administrative BorrowerBorrower Agent. Unless Agent shall have received (in sufficient time to act) written notice from a Lender that it does not intend to fund its Pro Rata share of a Borrowing, Agent may assume that such Xxxxxx has deposited or promptly will deposit its share with Agent, and Agent may disburse a corresponding amount to Borrowers. If a XxxxxxLender’s share of any Borrowing or of any settlement pursuant to Section 4.1.3(b) is not in fact received by Agent, then Borrowers agree to repay to Agent on demand the amount of such share, together with interest thereon from the date disbursed until repaid, at the rate applicable to such the Borrowing.

Fundings by Xxxxxxx. Each Lender shall timely honor its Revolver Commitment by funding its Pro Rata share of each Borrowing of Revolver Loans that is properly requested hereunder. Except for Borrowings to be made as Swingline Loans, Agent shall endeavor to notify Lenders of each Notice of Borrowing (or deemed request for a Borrowing) by 2:00 p.m. 12:00 on the proposed funding date for Base Rate Loans or by 3:00 p.m. at least two (2) Business Days before the any proposed funding date for of SOFR Loans. Each Lender shall fund to Agent such Xxxxxx’s Pro Rata share of the Borrowing to the account specified by Agent in immediately available funds not later than 3:00 2:00 p.m. on the requested funding date, unless Agent’s notice is received after the times provided in the immediately preceding sentenceabove, in which event Lender shall fund its Pro Rata share by 11:00 a.m. on the next Business Day immediately following the requested funding dateDay. Subject to its receipt of such amounts from Lenders, Agent shall disburse the proceeds of the Revolver Loans as directed by Administrative Borrowerto the Operating Account or otherwise, to an account or pursuant to direction of Borrower Agent, in each case, reasonably satisfactory to Agent. Unless Agent shall have received (in sufficient time to act) written notice from a Lender that it does not intend to fund its Pro Rata share of a Borrowing, Agent may assume that such Xxxxxx has deposited or promptly will deposit its share with Agent, and Agent may disburse a corresponding amount to Borrowers. If a XxxxxxLender’s share of any Borrowing or of any settlement pursuant to Section 4.1.3(b) is not in fact received by Agent, then Borrowers agree to repay to Agent on demand the amount of such share, together with interest thereon from the date disbursed until repaid, at the rate applicable to such the Borrowing.

Fundings by Xxxxxxx. Each Revolver Lender shall timely honor its Revolver Commitment by funding its Pro Rata share of each Borrowing of Revolver Loans that is properly requested hereunder. Each FILO Lender shall timely honor its FILO Commitment by funding its Pro Rata share of each Borrowing of FILO Loans that is properly requested hereunder. Agent shall endeavor use commercially reasonable efforts to notify Lenders of each Notice of Borrowing (or deemed request for a Borrowing) by 2:00 p.m. on the proposed funding date for Base Rate Loans or by 3:00 p.m. at least two (2) Business Days before the proposed funding date for Daily SOFR Loans. Each Lender shall fund to Agent such Xxxxxx’s 's Pro Rata share of the Borrowing to the account specified by Agent in immediately available funds not later than 3:00 4:00 p.m. on the requested funding date, unless Agent’s 's notice is received after the times provided in the immediately preceding sentenceabove, in which event Lender shall fund its Pro Rata share by 11:00 a.m. 1:00 p.m. on the next Business Day immediately following the requested funding dateDay. Subject to its receipt of such amounts from Lenders, Agent shall disburse make available the proceeds of the Loans as directed by Administrative BorrowerBorrower Agent. Unless Agent shall have received (in sufficient time to act) written notice from a Lender that it does not intend to fund its Pro Rata share of a Borrowing, Agent may assume that such Xxxxxx has deposited or promptly will deposit its share with Agent, and Agent may disburse a corresponding amount to Borrowers. If a Xxxxxx’s 's share of any Borrowing is not in fact received by Agent, then Borrowers agree to repay to Agent on demand the amount of such share, together with interest thereon from the date disbursed until repaid, at the rate applicable to such Borrowing.. ​ THIRD AMENDED AND RESTATED CREDIT AGREEMENT – Page 91 ​ AMERICAS/2024146412.5 ​

Fundings by Xxxxxxx. Each Subject to its receipt of notice from Agent of a Funding Notice as provided in Section 2.15(b) (except in the case of a deemed request by Borrower Agent for a Revolving Loan as provided in Section 2.15(b)(ii) or (iii), in which event no Funding Notice need be submitted), each Lender shall timely honor its Revolving Commitment by funding its Pro Rata share of each Borrowing borrowing of Revolving Loans that is properly requested hereunderand that Borrowers are entitled to receive under this Agreement. Agent shall endeavor to notify Lenders of each Funding Notice of Borrowing (or deemed request for a Borrowingborrowing pursuant to Section 2.15(b)(ii) or (iii)), by 2:00 p.m. on the proposed funding date for (in the case of Base Rate Loans Loans) or by 3:00 p.m. at least two (2) Business Days before the proposed funding date for SOFR (in the case of LIBOR Loans). Each Lender shall fund deposit with Agent an amount equal to Agent such Xxxxxx’s its Pro Rata share of the Borrowing to the account specified borrowing requested or deemed requested by Agent Borrowers at Agent's designated bank in immediately available funds not later than 3:00 p.m. on the requested date of funding dateof such borrowing, unless Agent’s 's notice to Lenders is received after 2:00 p.m. on the times provided in the immediately preceding sentenceproposed funding date of a Base Rate Loan, in which event Lender Lenders shall fund its deposit with Agent their respective Pro Rata share by 11:00 a.m. on the Business Day immediately following shares of the requested funding dateborrowing on or before 1:00 p.m. of the next Business Day. Subject to its receipt of such amounts from Lenders, Agent shall disburse make the proceeds of the Revolving Loans received by it available to Borrowers by disbursing such proceeds in accordance with Borrower Agent's disbursement instructions set forth in the applicable Funding Notice. Neither Agent nor any Lender shall have any liability on account of any delay by any bank or other depository institution in treating the proceeds of any Revolving Loan as directed collected funds or any delay in receipt, or any loss, of funds that constitute a Revolving Loan, the wire transfer of which was initiated by Administrative BorrowerAgent in accordance with wiring instructions provided to Agent. Unless Agent shall have received (been notified in sufficient time to act) written notice from writing by a Lender prior to the proposed time of funding that it such Lender does not intend to fund its deposit with Agent an amount equal such Xxxxxx's Pro Rata share of the requested borrowing (or deemed request for a Borrowingborrowing pursuant to Section 2.15(b)(ii) or (iii)), Agent may assume that such Xxxxxx Lender has deposited or promptly will deposit its share with Agent, Agent and Agent may in its discretion disburse a corresponding amount to BorrowersBorrowers on the applicable funding date. If a Xxxxxx’s Lender's Pro Rata share of any Borrowing such borrowing is not in fact received by deposited with Agent, then, if Agent has disbursed to Borrowers an amount corresponding to such share, then such Lender agrees to pay, and in addition Borrowers agree to repay repay, to Agent forthwith on demand the amount of such sharecorresponding amount, together with interest thereon thereon, for each day from the date such amount is disbursed by Agent to or for the benefit of Borrowers until repaidthe date such amount is paid or repaid to Agent, (a) in the case of Borrowers, at the interest rate applicable to such Borrowingborrowing and (b) in the case of such Lender, at the Federal Funds Rate. If such Lender repays to Agent such corresponding amount, such amount so repaid shall constitute a Revolving Loan, and if both such Lender and Borrowers shall have repaid such corresponding amount, Agent shall promptly return to Borrowers such corresponding amount in same day funds. A notice from Agent submitted to any Lender with respect to amounts owing under this Section 2.15 shall be conclusive, absent manifest error.

Fundings by Xxxxxxx. Each Applicable Lender shall timely honor its Borrower Group Commitment by funding its Pro Rata share of each Borrowing of Loans under such Borrower Group Commitment that is properly requested hereunder. Except for Borrowings to be made as Swingline Loans, Agent shall endeavor to notify the Applicable Lenders of each Notice of Borrowing (or deemed request for a Borrowing) by 2:00 (a) 1:00 p.m. (Local Time) on the proposed funding date for a U.S. Base Rate Loans or by 3:00 Loan, (b) 1:00 p.m. (Local Time) at least two (2) Business Days before the a proposed funding date for SOFR Loansa Foreign Base Rate Loan, or (c) 3:00 p.m. (Local Time) at least three Business Days before a proposed funding of an Australian Bank Bill Rate Loan or an Interest Period Loan. Each Applicable Lender shall fund to Agent such Xxxxxx’s its Pro Rata share of the a Borrowing to the account specified by Agent in immediately available funds not later than 3:00 2:00 p.m. (Local Time) or, in the case of a U.S. Base Rate Loan 2:30 p.m. (Local Time), on the requested funding date, unless Agent’s notice is received after the times provided in the immediately preceding sentenceabove, in which event case each Applicable Lender shall fund its Pro Rata share by 11:00 a.m. (Local Time) on the next Business Day immediately following the requested funding dateDay. Subject to its receipt of such amounts from the Applicable Lenders, Agent shall disburse the Borrowing proceeds of the Loans as directed by Administrative Borrowerthe applicable Borrower Agent. Unless Agent shall have received (in sufficient time to act) written notice from a an Applicable Lender that it does not intend to fund its Pro Rata share of a Borrowing, Agent may assume that such Xxxxxx Applicable Lender has deposited or promptly will deposit its share with Agent, and Agent may disburse a corresponding amount to Borrowersthe Borrower or Borrowers within such Borrower Group. If a Xxxxxxan Applicable Lender’s share of any a Borrowing or of a settlement under Section 4.1.3(b) is not in fact received by Agent, then the Borrower or Borrowers within the Borrower Group agree to repay to Agent on demand the amount of such share, together with interest thereon from the date disbursed until repaid, at the rate applicable to such the Borrowing.

Fundings by Xxxxxxx. Each Lender shall timely honor its Revolver Commitment by funding its Pro Rata share of each Borrowing of Revolver Loans that is properly requested hereunder. Except for Borrowings to be made as Swingline Loans, Agent shall endeavor to notify Lenders of each Notice of Borrowing (or deemed request for a Borrowing) by 2:00 p.m. 12:00 noon (Los Angeles time) on the date prior to the proposed funding date for Adjusted Base Rate Loans or by 3:00 p.m. (Los Angeles time) at least two (2) three Business Days before the any proposed funding date for of SOFR Loans. Each Lender shall fund to Agent such Xxxxxx’s 's Pro Rata share of the Borrowing to the account specified by Agent in immediately available funds not later than 3:00 2:00 p.m. (Los Angeles time) on the requested funding date, unless Agent’s 's notice is received after the times provided in the immediately preceding sentenceabove, in which event case Lender shall fund its Pro Rata share by 11:00 a.m. (Los Angeles time) on the next Business Day immediately following the requested funding dateDay. Subject to its receipt of such amounts from Lenders, Agent shall disburse the proceeds of the Revolver Loans as directed by Administrative BorrowerBorrower Agent. Unless Agent shall have received (in sufficient time to act) written notice from a Lender that it does not intend to fund its Pro Rata share of a Borrowing, Agent may assume that such Xxxxxx has deposited or promptly will deposit its share with Agent, and Agent may disburse a corresponding amount to Borrowers. If a Xxxxxx’s Lender's share of any Borrowing or of any settlement pursuant to Section 4.1.4(b) is not in fact received by Agent, then Borrowers agree to repay to Agent on demand the amount of such share, together with interest thereon from the date disbursed until repaid, at the rate applicable to such the Borrowing.

Fundings by Xxxxxxx. Each Lender shall timely honor its Revolver Commitment by funding its Pro Rata share of each Borrowing of Revolver Loans that is properly requested hereunder. Except for Borrowings to be made as Swingline Loans, Agent shall endeavor to notify Lenders of each Notice of Borrowing (or deemed request for a Borrowing) by 2:00 p.m. 12:00 noon (Los Angeles time) on the date prior to the proposed funding date for Adjusted Base Rate Loans or by 3:00 p.m. (Los Angeles time) at least two (2) three Business Days before the any proposed funding date for of SOFR Loans. Each Lender shall fund to Agent such Xxxxxx’s Pro Rata share of the Borrowing to the account specified by Agent in immediately available funds not later than 3:00 2:00 p.m. (Los Angeles time) on the requested funding date, unless Agent’s notice is received after the times provided in the immediately preceding sentenceabove, in which event case Lender shall fund its Pro Rata share by 11:00 a.m. (Los Angeles time) on the next Business Day immediately following the requested funding dateDay. Subject to its receipt of such amounts from Lenders, Agent shall disburse the proceeds of the Revolver Loans as directed by Administrative BorrowerBorrower Agent. Unless Agent shall have received (in sufficient time to act) written notice from a Lender that it does not intend to fund its Pro Rata share of a Borrowing, Agent may assume that such Xxxxxx has deposited or promptly will deposit its share with Agent, and Agent may disburse a corresponding amount to Borrowers. If a XxxxxxLender’s share of any Borrowing or of any settlement pursuant to Section 4.1.4(b) is not in fact received by Agent, then Borrowers agree to repay to Agent on demand the amount of such share, together with interest thereon from the date disbursed until repaid, at the rate applicable to such the Borrowing.

Fundings by Xxxxxxx. Each Tranche A Revolver Lender shall timely honor its Tranche A Revolver Commitment by funding its Pro Rata share of each Borrowing of Tranche A Revolver Loans that is properly requested hereunder. Each Tranche B Revolver Lender shall timely honor its Tranche B Revolver Commitment by funding its Pro Rata share of each Borrowing of Tranche B Revolver Loans that is properly requested hereunder. Except for Borrowings to be made as Swingline Loans, Agent shall endeavor to notify Lenders of each Notice of Borrowing (or deemed request for a Borrowing) by 2:00 p.m. 12:00 noon on the proposed funding date for Base Rate Loans or by 3:00 p.m. at least two (2) Business Days before the any proposed funding date for of Term SOFR Loans. Each Lender shall fund to Agent such Xxxxxx’s Pro Rata share of the Borrowing to the account specified by Agent in immediately available funds not later than 3:00 2:00 p.m. on the requested funding date, unless Agent’s notice is received after the times provided in the immediately preceding sentenceabove, in which event Lender shall fund its Pro Rata share by 11:00 a.m. on the next Business Day immediately following the requested funding dateDay. Subject to its receipt of such amounts from Lenders, Agent shall disburse the proceeds of the Revolver Loans as directed by Administrative BorrowerBorrower Agent. Unless Agent shall have received (in sufficient time to act) written notice from a Lender that it does not intend to fund its Pro Rata share of a Borrowing, Agent may assume that such Xxxxxx has deposited or promptly will deposit its share with Agent, and Agent may disburse a corresponding amount to Borrowers. If a XxxxxxLender’s share of any Borrowing or of any settlement pursuant to Section 4.1.3(b) is not in fact received by Agent, then Borrowers agree to repay to Agent on demand the amount of such share, together with interest thereon from the date disbursed until repaid, at the rate applicable to such the Borrowing.

Fundings by Xxxxxxx. Each Lender shall timely honor its Revolver Commitment by funding its Pro Rata share of each Borrowing of Revolver Loans that is properly requested hereunder. Except for Borrowings to be made as Swingline Loans, Agent shall endeavor to notify Lenders of each Notice of Borrowing (or deemed request for a Borrowing) by 2:00 p.m. 12:00 noon on the proposed funding date for Base Rate Loans or by 3:00 p.m. at least two (2) Business Days before the proposed funding date for Term SOFR Index Loans. Each Lender shall fund to Agent such Xxxxxx’s 's Pro Rata share of the Borrowing to the account specified by Agent in immediately available funds not later than 3:00 2:00 p.m. on the requested funding date, unless Agent’s 's notice is received after the times provided in the immediately preceding sentenceabove, in which event case Lender shall fund its Pro Rata share by 11:00 a.m. on the next Business Day immediately following the requested funding dateDay. Subject to its receipt of such amounts from Lenders, Agent shall disburse the proceeds of the Revolver Loans as directed by Administrative BorrowerBorrower Agent. Unless Agent shall have received (in sufficient time to act) written notice from a Lender that it does not intend to fund its Pro Rata share of a Borrowing, Agent may assume that such Xxxxxx has deposited or promptly will deposit its share with Agent, and Agent may disburse a corresponding amount to Borrowers. If a Xxxxxx’s Lender's share of any Borrowing or of any settlement pursuant to Section 4.1.3(b) is not in fact received by Agent, then Borrowers agree to repay to Agent on demand the amount of such share, together with interest thereon from the date disbursed until repaid, at the rate applicable to such the Borrowing.

Fundings by Xxxxxxx. Each Lender shall timely honor its Commitment by funding its Pro Rata share of each Borrowing of Loans that is properly requested hereunder. Except for Swingline Loans, Agent shall endeavor to notify US Lenders or UK Lenders, as applicable, of each applicable Notice of Borrowing (or deemed request for a Borrowing) by 2:00 1:00 p.m. (Applicable Time Zone) on the proposed funding date for Base a Floating Rate Loans Loan or by 3:00 p.m. at least (Applicable Time Zone) two (2) Business Days before the a proposed funding date for SOFR Loansof an Interest Period Loan. Each US Lender or UK Lender, as applicable, shall fund to Agent such Xxxxxx’s its Pro Rata share of the a Borrowing to the account specified by Agent in immediately available funds not later than 3:00 p.m. (Applicable Time Zone) on the requested funding date, unless Agent’s notice is received after the times provided in the immediately preceding sentenceabove, in which event case the applicable Lender shall fund its Pro Rata share by 11:00 a.m. (Applicable Time Zone) on the next Business Day immediately following the requested funding dateDay. Subject to its receipt of such amounts from the applicable Lenders, Agent shall disburse the Borrowing proceeds of the Loans as in a manner directed by Administrative the US Borrowers or UK Borrower, as applicable, and acceptable to Agent. Unless Agent shall have received receives (in sufficient time to act) written notice from a Lender that it does will not intend to fund its Pro Rata share of a Borrowing, Agent may assume that such Xxxxxx has deposited or promptly will deposit its share with Agent, and Agent may disburse a corresponding amount to the applicable Borrowers. If a XxxxxxLender’s share of any a Borrowing or of a settlement under Section 4.1.3(b) is not in fact received by Agent, then US Borrowers or UK Borrower, as applicable, agree to repay to Agent on immediately following demand the amount of such share, together with interest thereon from the date disbursed until repaid, at the rate applicable to such the Borrowing. Agent, a Lender or Issuing Bank may fulfill its obligations under Loan Documents through one or more Lending Offices, and this shall not affect any obligation of Obligors under the Loan Documents or with respect to any Obligations.