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

Payments by the Lenders to Agent. (a) Unless Agent receives notice from a Lender on or prior to the Closing Date or, with respect to any Borrowing after the Closing Date, at least one Business Day prior to the date of such Borrowing, that such Lender will not make available as and when required hereunder to Agent for the account of Borrowers the amount of that Lender’s Pro Rata Share of the Borrowing, Agent may assume that each Lender has made such amount available to Agent in immediately available funds on the Borrowing Date and Agent may (but shall not be so required), in reliance upon such assumption, make available to Borrowers on such date a corresponding amount. If and to the extent any Lender shall not have made its full amount available to Agent in immediately available funds and Agent in such circumstances has made available to Borrowers such amount, that Lender shall on the Business Day following such Borrowing Date make such amount available to Agent, together with interest at the Federal Funds Rate for each day during such period. A notice by Agent submitted to any Lender with respect to amounts owing under this Section 2.16(a) shall be conclusive, absent manifest error. If such amount is so made available, such payment to 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 Agent on the Business Day following the Borrowing Date, Agent will notify Borrower Representative of such failure to fund and, upon demand by Agent, Borrowers shall pay such amount to Agent for Agent’s account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the interest rate applicable at the time to the Loans comprising such Borrowing.

Payments by the Lenders to Agent. (a) Unless Agent receives shall have received notice from a Lender on or prior to the Closing Date proposed date of any Borrowing of LIBOR Rate Loans (or, with respect to in the case of any Borrowing after the Closing Dateof Base Rate Loans, at least one Business Day prior to 12:00 noon on the date of such Borrowing, ) that such Lender will not make available as and when required hereunder to Agent for the account of Borrowers the amount of that such Lender’s Pro Rata Share share of the such Borrowing, Agent may assume that each such Lender has made such amount share available to Agent on such date in immediately accordance with Sections 1.1 and 1.5 (or, in the case of a Borrowing of Base Rate Loans, that such Lender has made such share available funds on in accordance with and at the Borrowing Date time required by Sections 1.1 and Agent may (but shall not be so required)1.5) and may, in reliance upon such assumption, make available to Borrowers on such date the Borrower a corresponding amount. If and to the extent any In such event, if a Lender shall has not have in fact made its full amount share of the applicable Borrowing available to Agent, then the applicable Lender and the Borrower severally agree to pay to Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon, for each day from and Agent in including the date such circumstances has amount is made available to Borrowers such amount, that Lender shall on the Business Day following such Borrowing Date make such amount available Borrower to but excluding the date of payment to Agent, together with interest at (A) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by Agent in connection with the foregoing, and (B) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate Loans. If the Borrower and such Lender shall pay such interest to Agent for each day during the same or an overlapping period, Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing to Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to Agent. A notice by of the Agent submitted to any Lender or the Borrower with respect to amounts any amount owing under this Section 2.16(aclause (a) shall be conclusive, absent manifest error. If such amount is so made available, such payment to 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 Agent on the Business Day following the Borrowing Date, Agent will notify Borrower Representative of such failure to fund and, upon demand by Agent, Borrowers shall pay such amount to Agent for Agent’s account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the interest rate applicable at the time to the Loans comprising such Borrowing.