Common use of Payments by Lenders to Administrative Agent Clause in Contracts

Payments by Lenders to Administrative Agent. (a) Unless Administrative Agent receives notice from a Lender by the Closing Date or, with respect to any Borrowing after the Closing Date, at least one Business Day before the date of such Committed Borrowing, that such Lender will not make available as and when required hereunder to Administrative Agent for the account of Company the amount of that Lender's Pro Rata Share of the Committed Borrowing, Administrative Agent may assume that each Lender has made such amount available to Administrative Agent in immediately available funds on the Borrowing Date and Administrative Agent may (but shall not be so required), in reliance upon such assumption, make available to Company on such date a corresponding amount. If and to the extent any Lender shall not have made its full amount available to Administrative Agent in immediately available funds and Administrative Agent in such circumstances has made available to Company such amount, that Lender shall on the Business Day following such Borrowing Date make such amount available to Administrative Agent, together with interest at the Federal Funds Rate for each day during such period. A notice of Administrative Agent submitted to any Lender with respect to amounts owing under this Section shall be conclusive, absent manifest error. If such amount is so made available, such payment to Administrative Agent shall constitute such Lender's Loan on the date of Borrowing for all purposes of this Agreement. If such amount is not made available to Administrative Agent on the Business Day following the Borrowing Date, Administrative Agent will notify Company of such failure to fund and, upon demand by Administrative Agent, Company shall pay such amount to Administrative Agent for Administrative Agent's account, together with interest thereon for each day elapsed since the date of such Committed Borrowing, at a rate per annum equal to the interest rate applicable at the time to the Committed Loans comprising such Committed Borrowing. (b) The failure of any Lender to make any Committed Loan on any Borrowing Date shall not relieve any other Lender of any obligation hereunder to make a Committed Loan on such Borrowing Date, but no Lender shall be responsible for the failure of any other Lender to make the Committed Loan to be made by such other Lender on any Borrowing Date.

Payments by Lenders to Administrative Agent. (a) Unless Administrative Agent receives notice from a Lender by on or prior to the Closing Date or, with respect to any Borrowing after the Closing Date, at least one Business Day before the date of such Committed Borrowing, that such Lender will not make available as and when required hereunder to Administrative Agent for the account of Company Borrower the amount of that Lender's ’s Pro Rata Share of the Committed BorrowingTerm Loans, Administrative Agent may assume that each Lender has made such amount available to Administrative Agent in immediately available funds on the Borrowing Closing Date and Administrative Agent may (but shall not be so required), in reliance upon such assumption, make available to Company Borrower on such date a corresponding amount. If and to the extent any Lender shall not have made its full amount available to Administrative Agent in immediately available funds as and Administrative Agent in such circumstances has made available to Company such amountwhen required hereunder, that Lender shall on the Business Day following such Borrowing the Closing Date make such amount available to Administrative Agent, together with interest at the Federal Funds Rate for each day during such period. A notice of from Administrative Agent submitted to any Lender with respect to amounts owing under this Section subsection (a) shall be conclusive, absent manifest error. If such amount is so made available, then such payment to Administrative Agent shall constitute such Lender's ’s Term Loan on the date of Borrowing Closing Date for all purposes of this Agreement. If such amount is not made available to Administrative Agent on the Business Day following the Borrowing Closing Date, then Administrative Agent will notify Company Borrower of such failure to fund and, upon demand by Administrative Agent, Company Borrower shall pay such amount to Administrative Agent for Administrative Agent's ’s account, together with accrued interest thereon for each day elapsed since the date of such Committed BorrowingClosing Date, at a rate per annum equal to the interest rate applicable at the time to the Committed Loans comprising such Committed BorrowingTerm Loans. (b) The obligations of the Lenders hereunder to make Term Loans and to make payments pursuant to Section 10.7 are several and not joint. The failure of any Lender to make any Committed Term Loan on any Borrowing Date shall not relieve any other Lender of any obligation hereunder to make a Committed Loan on such Borrowing DateTerm Loan, but no Lender shall be responsible for the failure of any other Lender to make the Committed Term Loan to be made by such other Lender on any Borrowing DateLender.

Payments by Lenders to Administrative Agent. (a) Unless the Administrative Agent receives shall have received notice from a Lender by on the Closing Date or, with respect to any each Borrowing after the Closing Date, at least one Business Day before prior to the date of such Committed any proposed Borrowing, that such Lender will not make available to the Administrative Agent as and when required hereunder to Administrative Agent for the account of Company such Borrower the amount of that Lender's Pro Rata Share of the Committed Borrowing, the Administrative Agent may assume that each Lender has made such amount available to the Administrative Agent in immediately available funds on the Borrowing Date date and the Administrative Agent may (but shall not be so required), in reliance upon such assumption, make available to Company such Borrower on such date a corresponding amount. If and to the extent any Lender shall not have made its full amount available to the Administrative Agent in immediately available funds and the Administrative Agent in such circumstances has made available to Company such Borrower such amount, that Lender shall on the next Business Day following the date of such Borrowing Date make such amount available to the Administrative Agent, together with interest at the Federal Funds Overnight Rate for and determined as of each day during such period. A notice of the Administrative Agent submitted to any Lender with respect to amounts owing under this Section 2.12(a) shall be conclusive, absent manifest error. If such amount --------------- is so made available, such payment to the Administrative Agent shall constitute such Lender's Loan on the date of Borrowing for all purposes of this Agreement. If such amount is not made available to the Administrative Agent on the next Business Day following the Borrowing Datedate of such Borrowing, the Administrative Agent will shall notify the Company of such failure to fund and, upon demand by the Administrative Agent, Company the applicable Borrower shall pay such amount to the Administrative Agent for the Administrative Agent's account, together with interest thereon for each day elapsed since the date of such Committed Borrowing, at a rate per annum equal to the interest rate applicable at the time to the Committed Loans comprising such Committed Borrowing. (b) The failure of any Lender to make any Committed Loan on any Borrowing Date date of borrowing shall not relieve any other Lender of any obligation hereunder to make a Committed Loan on the date of such Borrowing Dateborrowing, but no Lender shall be responsible for the failure of any other Lender to make the Committed Loan to be made by such other Lender on the date of any Borrowing Dateborrowing.

Payments by Lenders to Administrative Agent. (a) Unless the Administrative Agent receives shall have received notice from a Lender by on the Closing Date or, with respect to any Borrowing after the Closing Date, at least one Business Day before the date of such Committed Borrowing, that such Lender will not make available to the Administrative Agent as and when required hereunder to Administrative Agent for the account of Company the Borrowers the amount of that Lender's ’s Pro Rata Share of the Committed Borrowing, the Administrative Agent may assume that each Lender has made such amount available to the Administrative Agent in immediately available funds on the Borrowing Closing Date and the Administrative Agent may (but shall not be so required), in reliance upon such assumption, make available to Company the Borrowers on such date the Closing Date a corresponding amount. If and to the extent any Lender shall not have made its full amount available to the Administrative Agent in immediately available funds and the Administrative Agent in such circumstances has made available to Company the Borrowers such amount, that Lender shall on the next Business Day following the date of such Borrowing Date make such amount available to the Administrative Agent, together with interest at the Federal Funds Overnight Rate for and determined as of each day during such period. A notice of the Administrative Agent submitted to any Lender with respect to amounts owing under this Section 2.12(a) shall be conclusive, absent manifest error. If such amount is so made available, such payment to the Administrative Agent shall constitute such Lender's ’s Loan on the date of Borrowing for all purposes of this Agreement. If such amount is not made available to the Administrative Agent on the next Business Day following the Borrowing Datedate of such Borrowing, the Administrative Agent will shall notify Company the Administrative Borrower of such failure to fund and, upon demand by the Administrative Agent, Company the Borrowers shall pay such amount to the Administrative Agent for the Administrative Agent's ’s account, together with interest thereon for each day elapsed since the date of such Committed Borrowing, at a rate per annum equal to the interest rate applicable at the time to the Committed Loans comprising such Committed Borrowing. (b) The failure of any Lender to make any Committed Loan its Loans on any Borrowing the Closing Date shall not relieve any other Lender of any obligation hereunder to make a Committed its Loan on such Borrowing the Closing Date, but no Lender shall be responsible for the failure of any other Lender to make the Committed Loan Loans to be made by such other Lender on any Borrowing the Closing Date.

Payments by Lenders to Administrative Agent. (a) Unless the Administrative Agent receives shall have received notice from a Lender by on the Closing Amendment Effective Date or, with respect to any each Borrowing after the Closing Amendment Effective Date, at least one Business Day before prior to the date of such Committed Borrowingany proposed Borrowing of Offshore Rate Loans and not later than 12:00 Noon Pacific time on the date of any proposed Borrowing of Base Rate Loans, that such Lender will not make available to the Administrative Agent as and when required hereunder to Administrative Agent for the account of Company the Borrowers the amount of that Lender's ’s Pro Rata Share (or, in the case of a Borrowing pursuant to Section 2.04A(h), its share) of the Committed Borrowing, the Administrative Agent may assume that each Lender has made such amount available to the Administrative Agent in immediately available funds on the date of such Borrowing Date and the Administrative Agent may (but shall not be so required), in reliance upon such assumption, make available to Company the Borrowers on such date a corresponding amount. If and to the extent any Lender shall not have made its full amount available to the Administrative Agent in immediately available funds and the Administrative Agent in such circumstances has made available to Company the Borrowers such amount, that Lender shall on the next Business Day following the date of such Borrowing Date make such amount available to the Administrative Agent, together with interest at the Federal Funds Overnight Rate for and determined as of each day during such period. A notice of the Administrative Agent submitted to any Lender with respect to amounts owing under this Section 2.12(a) shall be conclusive, absent manifest error. If such amount is so made available, such payment to the Administrative Agent shall constitute such Lender's ’s Loan on the date of Borrowing for all purposes of this Agreement. If such amount is not made available to the Administrative Agent on the next Business Day following the Borrowing Datedate of such Borrowing, the Administrative Agent will shall notify the Company of such failure to fund and, upon demand by the Administrative Agent, Company the Borrowers shall pay such amount to the Administrative Agent for the Administrative Agent's ’s account, together with interest thereon for each day elapsed since the date of such Committed Borrowing, at a rate per annum equal to the interest rate applicable at the time to the Committed Loans comprising such Committed Borrowing. Any payment by the Borrowers pursuant to the preceding sentence shall be without prejudice to any claim the Borrowers may have against the applicable Lender for failing to fund its Pro Rata Share (or, in the case of a Borrowing pursuant to Section 2.04A(h), its share) of the Borrowing. (b) The failure of any Lender to make any Committed Loan on any Borrowing Date date of borrowing shall not relieve any other Lender of any obligation hereunder to make a Committed Loan on the date of such Borrowing Dateborrowing, but no Lender shall be responsible for the failure of any other Lender to make the Committed Loan to be made by such other Lender on the date of any Borrowing Dateborrowing.

Payments by Lenders to Administrative Agent. (a) Unless Administrative Agent receives notice from a Lender by on or prior to the Closing Date or, with respect to any Borrowing after the Closing Date, at least one (1) Business Day before prior to the date of such Committed Borrowing, that such Lender will not make available as and when required hereunder to Administrative Agent for the account of Company Borrower the amount of that Lender's ’s Pro Rata Share of the Committed Borrowing, Administrative Agent may assume that each Lender has made such amount available to Administrative Agent in immediately available funds on the date of Borrowing Date and Administrative Agent may (but shall not be so required), in reliance upon such assumption, make available to Company Borrower on such date a corresponding amount. If and to the extent any Lender shall not have made its full amount available to Administrative Agent in immediately available funds as and Administrative Agent in such circumstances has made available to Company such amountwhen required hereunder, that Lender shall on the Business Day following such date of Borrowing Date make such amount available to Administrative Agent, together with interest at the Federal Funds Rate for each day during such period. A notice of from Administrative Agent submitted to any Lender with respect to amounts owing under this Section subsection (a) shall be conclusive, absent manifest error. If such amount is so made available, then such payment to Administrative Agent shall constitute such Lender's ’s Loan on the date of Borrowing for all purposes of this Agreement. If such amount is not made available to Administrative Agent on the Business Day following the Borrowing Datedate of Borrowing, then Administrative Agent will notify Company Borrower of such failure to fund and, upon demand by Administrative Agent, Company Borrower shall pay such amount to Administrative Agent for Administrative Agent's ’s account, together with accrued interest thereon for each day elapsed since the date of such Committed Borrowing, at a rate per annum equal to the interest rate applicable at the time to the Committed Loans comprising such Committed Borrowing. (b) The failure of any Lender to make any Committed Loan on any date of Borrowing Date shall not relieve any other Lender of any obligation hereunder to make a Committed Loan on such Borrowing Datedate of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Committed Loan to be made by such other Lender on any Borrowing Datedate of Borrowing.

Payments by Lenders to Administrative Agent. (a) Unless Administrative Agent receives notice from a Lender by on or prior to the Closing Date or, with respect to any Borrowing after the Closing Date, at least one (1) Business Day before prior to the date of such Committed Borrowing, that such Lender will not make available as and when required hereunder to Administrative Agent for the account of Company Borrower the amount of that Lender's Pro Rata Share of the Committed Borrowing, Administrative Agent may assume that each Lender has made such amount available to Administrative Agent in immediately available funds on the date of Borrowing Date and Administrative Agent may (but shall not be so required), in reliance upon such assumption, make available to Company Borrower on such date a corresponding amount. If and to the extent any Lender shall not have made its full amount available to Administrative Agent in immediately available funds as and Administrative Agent in such circumstances has made available to Company such amountwhen required hereunder, that Lender shall on the Business Day following such date of Borrowing Date make such amount available to Administrative Agent, together with interest at the Federal Funds Rate for each day during such period. A notice of from Administrative Agent submitted to any Lender with respect to amounts owing under this Section subsection (a) shall be conclusive, absent manifest error. If such amount is so made available, then such payment to Administrative Agent shall constitute such Lender's Loan on the date of Borrowing for all purposes of this Agreement. If such amount is not made available to Administrative Agent on the Business Day following the Borrowing Datedate of Borrowing, then Administrative Agent will notify Company Borrower of such failure to fund and, upon demand by Administrative Agent, Company Borrower shall pay such amount to Administrative Agent for Administrative Agent's account, together with accrued interest thereon for each day elapsed since the date of such Committed Borrowing, at a rate per annum equal to the interest rate applicable at the time to the Committed Loans comprising such Committed Borrowing. (b) The failure of any Lender to make any Committed Loan on any date of Borrowing Date shall not relieve any other Lender of any obligation hereunder to make a Committed Loan on such Borrowing Datedate of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Committed Loan to be made by such other Lender on any Borrowing Datedate of Borrowing.

Payments by Lenders to Administrative Agent. (a) Unless Administrative Agent receives notice from a Lender by on or prior to the Closing Date or, with respect to any Borrowing after the Closing Date, at least one (1) Business Day before prior to the date of such Committed Borrowing, that such Lender will not make available as and when required hereunder to Administrative Agent for the account of Company Borrower the amount of that Lender's ’s Pro Rata Share of the Committed Borrowing, Administrative Agent may assume that each Lender has made such amount available to Administrative Agent in immediately available funds on the date of Borrowing Date and Administrative Agent may (but shall not be so required), in reliance upon such assumption, make available to Company Borrower on such date a corresponding amount. If and to the extent any Lender shall not have made its full amount available to Administrative Agent in immediately available funds as and Administrative Agent in such circumstances has made available to Company such amountwhen required hereunder, that Lender shall on the Business Day following such date of Borrowing Date make such amount available to Administrative Agent, together with interest at the Federal Funds Rate for each day during such period. A notice of from Administrative Agent submitted to any Lender with respect to amounts owing under this Section subsection (a) shall be conclusive, absent manifest error. If such amount is so made available, then such payment to Administrative Agent shall constitute such Lender's ’s Loan on the date of Borrowing for all purposes of this Agreement. If such amount is not made available to Administrative Agent on the Business Day following the Borrowing Datedate of Borrowing, then Administrative Agent will notify Company Borrower of such failure to fund and, upon demand by Administrative Agent, Company Borrower shall pay such amount to Administrative Agent for Administrative Agent's ’s account, together with accrued interest thereon for each day elapsed since the date of such Committed Borrowing, at a rate per annum equal to the interest rate applicable at the time to the Committed Loans comprising such Committed Borrowing. (b) The obligations of the Lenders hereunder to make Loans, to fund participations in Letters of Credit and Swing Line Advances and to make payments pursuant to Section 10.7 are several and not joint. The failure of any Lender to make any Committed Loan on any date of Borrowing Date shall not relieve any other Lender of any obligation hereunder to make a Committed Loan on such Borrowing Datedate of Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Committed Loan to be made by such other Lender on any Borrowing Datedate of Borrowing.

Payments by Lenders to Administrative Agent. (a) Unless Administrative Agent receives notice from a Lender by the Closing Date or, with respect to any Borrowing after the Closing Date, at least one Business Day before the date of such Committed Borrowing, that such Lender will not make available as and when required hereunder to Administrative Agent for the account of Company the amount of that Lender's Pro Rata Share of the Committed Borrowing, Administrative Agent may assume that each Lender has made such amount available to Administrative Agent in immediately available funds on the Borrowing Date and Administrative Agent may (but shall not be so required), in reliance upon such assumption, make available to Company on such date a corresponding amount. If and to the extent any Lender shall not have made its full amount available to Administrative Agent in immediately available funds and Administrative Agent in such circumstances has made available to Company such amount, that Lender shall on the Business Day following such Borrowing Date make such amount available to Administrative Agent, together with interest at the Federal Funds Rate for each day during such period. A notice of Administrative Agent submitted to any Lender with respect to amounts owing under this Section shall be conclusive, absent manifest error. If such amount is so made available, such payment to Administrative Agent shall constitute such Lender's Loan on the date of Borrowing for all -26- purposes of this Agreement. If such amount is not made available to Administrative Agent on the Business Day following the Borrowing Date, Administrative Agent will notify Company of such failure to fund and, upon demand by Administrative Agent, Company shall pay such amount to Administrative Agent for Administrative Agent's account, together with interest thereon for each day elapsed since the date of such Committed Borrowing, at a rate per annum equal to the interest rate applicable at the time to the Committed Loans comprising such Committed Borrowing. (b) The failure of any Lender to make any Committed Loan on any Borrowing Date shall not relieve any other Lender of any obligation hereunder to make a Committed Loan on such Borrowing Date, but no Lender shall be responsible for the failure of any other Lender to make the Committed Loan to be made by such other Lender on any Borrowing Date.

Payments by Lenders to Administrative Agent. (a) Unless the Administrative Agent receives shall have received notice from a Lender by on the Closing Amendment Effective Date or, with respect to any each Borrowing after the Closing Amendment Effective Date, at least one Business Day before prior to the date of such Committed Borrowingany proposed Borrowing of Offshore Rate Loans and not later than 12:00 Noon California time on the date of any proposed Borrowing of Base Rate Loans, that such Lender will not make available to the Administrative Agent as and when required hereunder to Administrative Agent for the account of Company the Borrowers the amount of that Lender's ’s Pro Rata Share of the Committed Borrowing, the Administrative Agent may assume that each Lender has made such amount available to the Administrative Agent in immediately available funds on the Borrowing Date date and the Administrative Agent may (but shall not be so required), in reliance upon such assumption, make available to Company the Borrowers on such date a corresponding amount. If and to the extent any Lender shall not have made its full amount available to the Administrative Agent in immediately available funds and the Administrative Agent in such circumstances has made available to Company the Borrowers such amount, that Lender shall on the next Business Day following the date of such Borrowing Date make such amount available to the Administrative Agent, together with interest at the Federal Funds Overnight Rate for and determined as of each day during such period. A notice of the Administrative Agent submitted to any Lender with respect to amounts owing under this Section 2.12(a) shall be conclusive, absent manifest error. If such amount is so made available, such payment to the Administrative Agent shall constitute such Lender's ’s Loan on the date of Borrowing for all purposes of this Agreement. If such amount is not made available to the Administrative Agent on the next Business Day following the Borrowing Datedate of such Borrowing, the Administrative Agent will shall notify the Company of such failure to fund and, upon demand by the Administrative Agent, Company the Borrowers shall pay such amount to the Administrative Agent for the Administrative Agent's ’s account, together with interest thereon for each day elapsed since the date of such Committed Borrowing, at a rate per annum equal to the interest rate applicable at the time to the Committed Loans comprising such Committed Borrowing. (b) The failure of any Lender to make any Committed Loan on any Borrowing Date date of borrowing shall not relieve any other Lender of any obligation hereunder to make a Committed Loan on the date of such Borrowing Dateborrowing, but no Lender shall be responsible for the failure of any other Lender to make the Committed Loan to be made by such other Lender on the date of any Borrowing Dateborrowing.