Common use of Certain General Provisions Clause in Contracts

Certain General Provisions. (A) Each Bank shall make the aggregate amount of its Pro Rata Share of each Committed Loan, (B) each Bank having a Competitive Bid accepted will make the aggregate amount of the Bid Loan(s) with respect to which its Competitive Bid was accepted, and (C) each Designated Bid Lender electing to fund one or more Bid Loans that would otherwise have been made by its Designating Bank with respect to an accepted Competitive Bid (or, if such Designated Bid Lender fails to do so, its Designating Bank) will make the aggregate amount of such Bid Loan(s), available to the Agent for the account of the Borrower at the Agent's Payment Office by 11:00 a.m. (San Francisco time) on the date of the relevant Borrowing and in funds immediately available to the Agent. The proceeds of all such Advances will then be made available to the Borrower by the Agent by wire transfer in accordance with written instructions provided to the Agent by the Borrower. If any Bid Loan is funded by a Designated Bid Lender, its Designating Bank shall provide the Agent with notice to that effect on the date of such Borrowing. (ii) Unless the Agent receives notice from any Bank at least one Banking Day prior to the date of a Borrowing that such Bank (or such Bank's Designated Bid Lender, in the case of a Bid Loan) will not make available to the Agent when required (A) its Pro Rata Share of the Committed Loan to be made thereon, or (B) the amount of the Bid Loans to be made by such Bank (or its Designated Bid Lender) thereon, as the case may be, the Agent may assume that such Bank (or, if applicable, its Designated Bid Lender) has made such amount available to the Agent in immediately available funds on the date of such Borrowing. (iii) The failure of any Bank or Designated Bid Lender to make available to the Agent any amount it is required to make so available in respect of any Borrowing shall not relieve any other Bank or Designated Bid Lender of any obligation hereunder to make an Advance on the date of such Borrowing, but, except to the extent expressly provided (A) in Section 7(b)(ix) with respect to the obligation of any Designating Bank to fund Bid Loans that are not funded by its Designated Bid Lender or (B) in Section 16(e)(ii), no Bank or Designated Bid Lender shall be responsible for the failure of any other Bank or Designated Bid Lender to make any amount so available.

Certain General Provisions. (Ai) Each Bank acquiring an interest in the Committed Loans shall make become vested with its Pro Rata Share of Committed Loans upon execution and delivery of the aggregate amount required documents and upon payment of its Pro Rata Share of each the principal balance of the outstanding Committed Loan, (B) Loans and any other fees, costs or expenses due hereunder or pursuant to another agreement. Upon such payment, the respective interests of each Bank having a Competitive Bid accepted will make in the aggregate amount of Loan Documents and the Bid Loan(s) other rights and claims with respect to which its Competitive Bid was acceptedthe Line of Credit shall be of equal priority with one another, and (C) each Designated Bid Lender electing to fund one or more Bid Loans that would except as otherwise have been made by its Designating Bank with respect to an accepted Competitive Bid (or, if such Designated Bid Lender fails to do so, its Designating Bank) will make the aggregate amount of such Bid Loan(s), available to the Agent for the account of the Borrower at the Agent's Payment Office by 11:00 a.m. (San Francisco time) on the date of the relevant Borrowing and in funds immediately available to the Agent. The proceeds of all such Advances will then be made available to the Borrower by the Agent by wire transfer in accordance with written instructions provided to the Agent by the Borrower. If any Bid Loan is funded by a Designated Bid Lender, its Designating Bank shall provide the Agent with notice to that effect on the date of such Borrowingexpressly provided. (ii) Unless the Agent receives notice from any A complete set of Loan Documents shall be held by Administrative Agent. (iii) No Bank at least one Banking Day prior to the date of other than a Borrowing Bank that such Bank (or such Bank's is also Administrative Agent, and no Designated Bid Lender, shall have any interest in the case of a Bid Loan) will not make available to the Agent when required any (A) its Pro Rata Share property taken as security for any other loan or financial accommodation made or furnished to Borrower by Administrative Agent (in which such Bank or Designated Bid Lender has not acquired an interest); (B) property now or hereafter in Administrative Agent's possession or under Administrative Agent's control other than by reason of the Loan Documents; or (C) deposits which may be or might become security for Borrower's Obligations by reason of the general description contained in any instrument not a Loan Document held by Administrative Agent or by reason of any right of setoff, counterclaim, banker's lien or otherwise. If, however, such property shall actually be applied to the payment of amounts owing by Borrower in connection with the Advances, then each Bank and Designated Bid Lender shall be entitled to a pro rata share, if any, of such application to amounts due in connection with the Advances, based on the ratio of the outstanding principal amount of all Advances made by such Bank (whether under the Line of Credit or the Bid Loan Facility) or Designated Bid Lender to the outstanding principal amount of all Advances. (iv) All the parties agree that, except as may be otherwise expressly provided, all of the interest rates for the Advances are those of and are calculated in accordance with the requirements and any applicable assessments of Administrative Agent, regardless of which Bank or Designated Bid Lender is making an Advance or receiving a payment thereon. (v) If, at any time or for any reason whatsoever, (A) the sum of the aggregate principal amount of all outstanding Committed Loans shall exceed the Committed Loan to be made thereonAvailability, or (B) the aggregate amount of all outstanding Bid Loans shall exceed the Bid Loan Facility Limit, or (C) the aggregate amount of all outstanding Advances (whether Committed Loans or Bid Loans), plus the Letter of Credit Exposure, shall exceed the Maximum Loan Amount, then Borrower shall immediately pay to the Banks (for their own account and for the accounts of their respective Designated Bid Lenders, as applicable, to be made by applied to repayment of the affected Advances in such Bank (or order as Administrative Agent may determine, in its Designated Bid Lender) thereon, as the case may besole discretion), the Agent may assume that amount of such Bank excess (or, if applicableless, its Designated Bid Lender) has made such amount available to the Agent in immediately available funds on the date outstanding principal of such Borrowingall affected Advances). (iii) The failure of any Bank or Designated Bid Lender to make available to the Agent any amount it is required to make so available in respect of any Borrowing shall not relieve any other Bank or Designated Bid Lender of any obligation hereunder to make an Advance on the date of such Borrowing, but, except to the extent expressly provided (A) in Section 7(b)(ix) with respect to the obligation of any Designating Bank to fund Bid Loans that are not funded by its Designated Bid Lender or (B) in Section 16(e)(ii), no Bank or Designated Bid Lender shall be responsible for the failure of any other Bank or Designated Bid Lender to make any amount so available.

Certain General Provisions. (Ai) Each Bank shall make the aggregate amount of its Pro Rata Share of each Committed Loan, (Bii) each Bank having a Competitive Bid accepted will make the aggregate amount of the Bid Loan(s) with respect to which its Competitive Bid was accepted, and (Ciii) each Designated Bid Lender electing to fund one or more Bid Loans that would otherwise have been made by its Designating Bank with respect to an accepted Competitive Bid (or, if such Designated Bid Lender fails to do so, its Designating Bank) will make the aggregate amount of such Bid Loan(s), available to the Administrative Agent for the account of the Borrower at the Administrative Agent's Payment Office by 11:00 a.m. (San Francisco time) on the date of the relevant Borrowing and in funds immediately available to the Administrative Agent. The proceeds of all such Advances will then be made available to the Borrower by the Administrative Agent by wire transfer in accordance with written instructions provided to the Administrative Agent by the Borrower. If any Bid Loan is funded by a Designated Bid Lender, its Designating Bank shall provide the Administrative Agent with notice to that effect on the date of such Borrowing. (iiiv) Unless the Agent receives notice from any Bank at least one Banking Day prior to the date of a Borrowing that such Bank (or such Bank's Designated Bid Lender, in the case of a Bid Loan) will not make available to the Agent when required (A) its Pro Rata Share of the Committed Loan to be made thereon, or (B) the amount of the Bid Loans to be made by such Bank (or its Designated Bid Lender) thereon, as the case may be, the Agent may assume that such Bank (or, if applicable, its Designated Bid Lender) has made such amount available to the Administrative Agent in immediately available funds on the date of such Borrowing. (iiiv) The failure of any Bank or Designated Bid Lender to make available to the Administrative Agent any amount it is required to make so available in respect of any Borrowing shall not relieve any other Bank or Designated Bid Lender of any obligation hereunder to make an Advance on the date of such Borrowing, but, except to the extent expressly provided (A) in Section 7(b)(ix1.3(b)(ix) with respect to the obligation of any Designating Bank to fund Bid Loans that are not funded by its Designated Bid Lender or (B) in Section 16(e)(ii11.5(b), no Bank or Designated Bid Lender shall be responsible for the failure of any other Bank or Designated Bid Lender to make any amount so available.

Certain General Provisions. (Ai) Each Bank subsequently acquiring an interest in the Committed Loans shall make become vested with its Pro Rata Share of Committed Loans upon execution and delivery of the aggregate amount required documents and upon payment of its Pro Rata Share of each the principal balance of the outstanding Committed Loan, (B) Loans and any other fees, costs or expenses due hereunder or pursuant to another agreement. Upon such payment, the respective interests of each Bank having a Competitive Bid accepted will make in the aggregate amount of Loan Documents and the Bid Loan(s) other rights and claims with respect to which its Competitive Bid was acceptedthe Line of Credit shall be of equal priority with one another, andexcept as otherwise expressly provided. (Cii) each A complete set of Loan Documents shall be held by the Agent. (iii) No Bank other than a Bank that is also the Agent, and no Designated Bid Lender electing to fund one Lender, shall have any interest in any (A) property taken as security for any other loan or more Bid Loans that would otherwise have been financial accommodation made by its Designating Bank with respect to an accepted Competitive Bid (or, if such Designated Bid Lender fails to do so, its Designating Bank) will make the aggregate amount of such Bid Loan(s), available to the Agent for the account of the Borrower at the Agent's Payment Office by 11:00 a.m. (San Francisco time) on the date of the relevant Borrowing and in funds immediately available to the Agent. The proceeds of all such Advances will then be made available or furnished to the Borrower by the Agent (in which such Bank or Designated Bid Lender has not acquired an interest); (B) property now or hereafter in the Agent's possession or under the Agent's control other than by wire transfer reason of the Loan Documents; or (C) deposits which may be or might become security for the Borrower's Obligations by reason of the general description contained in any instrument not a Loan Document held by the Agent or by reason of any right of setoff, counterclaim, banker's lien or otherwise. If, however, such property shall actually be applied to the payment of amounts owing by the Borrower in connection with the Advances, then each Bank and Designated Bid Lender shall be entitled to a pro rata share, if any, of such application to amounts due in connection with the Advances, based on the ratio of the outstanding principal amount of all Advances made by such Bank (whether under the Line of Credit or the Bid Loan Facility) or Designated Bid Lender to the outstanding principal amount of all Advances. (iv) All the parties agree that, except as may be otherwise expressly provided, all of the interest rates for the Advances are those of and are calculated in accordance with written instructions provided to the Agent by requirements and any applicable assessments of the Borrower. If any Bid Loan is funded by a Agent, regardless of which Bank or Designated Bid Lender, its Designating Bank shall provide the Agent with notice to that effect on the date of such BorrowingLender is making an Advance or receiving a payment thereon. (iiv) Unless the Agent receives notice from If, at any Bank at least one Banking Day prior to the date of a Borrowing that such Bank (time or such Bank's Designated Bid Lenderfor any reason whatsoever, in the case of a Bid Loan) will not make available to the Agent when required (A) its Pro Rata Share the aggregate principal amount of all outstanding Committed Loans shall exceed the Committed Loan to be made thereonAvailability, or (B) the aggregate amount of all outstanding Bid Loans shall exceed the Bid Loan Facility Limit, or (C) the aggregate amount of all outstanding Advances (whether Committed Loans or Bid Loans) shall exceed the Maximum Loan Amount, then the Borrower shall immediately pay to the Banks (for their own account and for the accounts of their respective Designated Bid Lenders, as applicable), the amount of such excess, to be made by applied to repayment of the affected Advances in such Bank (or its Designated Bid Lender) thereon, order as the case may be, the Agent may assume that such Bank (ordetermine, if applicable, in its Designated Bid Lender) has made such amount available to the Agent in immediately available funds on the date of such Borrowingsole discretion. (iii) The failure of any Bank or Designated Bid Lender to make available to the Agent any amount it is required to make so available in respect of any Borrowing shall not relieve any other Bank or Designated Bid Lender of any obligation hereunder to make an Advance on the date of such Borrowing, but, except to the extent expressly provided (A) in Section 7(b)(ix) with respect to the obligation of any Designating Bank to fund Bid Loans that are not funded by its Designated Bid Lender or (B) in Section 16(e)(ii), no Bank or Designated Bid Lender shall be responsible for the failure of any other Bank or Designated Bid Lender to make any amount so available.

Certain General Provisions. (A) Each Bank shall make the aggregate amount of its Pro Rata Share of each Committed Loan, (B) each Bank having a Competitive Bid accepted will make the aggregate amount of the Bid Loan(s) with respect to which its Competitive Bid was accepted, and (C) each Designated Bid Lender electing to fund one or more Bid Loans that would otherwise have been made by its Designating Bank with respect to an accepted Competitive Bid (or, if such Designated Bid Lender fails to do so, its Designating Bank) will make the aggregate amount of such Bid Loan(s), available to the Agent for the account of the Borrower at the Agent's Payment Office by 11:00 a.m. (San Francisco time) on the date of the relevant Borrowing and in funds immediately available to the Agent. The proceeds of all such Advances will then be made available to the Borrower by the Agent by wire transfer in accordance with written instructions provided to the Agent by the Borrower. If any Bid Loan is funded by a Designated Bid Lender, its Designating Bank shall provide the Agent with notice to that effect on the date of such Borrowing. (ii) Unless the Agent receives notice from any Bank at least one Banking Day prior to the date of a Borrowing that such Bank (or such Bank's Designated Bid Lender, in the case of a Bid Loan) will not make available to the Agent when required (A) its Pro Rata Share of the Committed Loan to be made thereon, or (B) the amount of the Bid Loans to be made by such Bank (or its Designated Bid Lender) thereon, as the case may be, the Agent may assume that such Bank (or, if applicable, its Designated Bid Lender) has made such amount available to the Agent in immediately available funds on the date of such Borrowing. (iii) The failure of any Bank or Designated Bid Lender to make available to the Agent any amount it is required to make so available in respect of any Borrowing shall not relieve any other Bank or Designated Bid Lender of any obligation hereunder to make an Advance on the date of such Borrowing, but, except to the extent expressly provided (A) in Section 7(b)(ix1.3(b)(ix) with respect to the obligation of any Designating Bank to fund Bid Loans that are not funded by its Designated Bid Lender or (B) in Section 16(e)(ii11.5(b), no Bank or Designated Bid Lender shall be responsible for the failure of any other Bank or Designated Bid Lender to make any amount so available.

Certain General Provisions. (Ai) Each Bank acquiring an interest in the Committed Loans shall make become vested with its Pro Rata Share of Committed Loans upon execution and delivery of the aggregate amount required documents and upon payment of its Pro Rata Share of each the principal balance of the outstanding Committed Loan, (B) Loans and any other fees, costs or expenses due hereunder or pursuant to another agreement. Upon such payment, the respective interests of each Bank having a Competitive Bid accepted will make in the aggregate amount of Loan Documents and the Bid Loan(s) other rights and claims with respect to which its Competitive Bid was acceptedthe Line of Credit shall be of equal priority with one another, and (C) each Designated Bid Lender electing to fund one or more Bid Loans that would except as otherwise have been made by its Designating Bank with respect to an accepted Competitive Bid (or, if such Designated Bid Lender fails to do so, its Designating Bank) will make the aggregate amount of such Bid Loan(s), available to the Agent for the account of the Borrower at the Agent's Payment Office by 11:00 a.m. (San Francisco time) on the date of the relevant Borrowing and in funds immediately available to the Agent. The proceeds of all such Advances will then be made available to the Borrower by the Agent by wire transfer in accordance with written instructions provided to the Agent by the Borrower. If any Bid Loan is funded by a Designated Bid Lender, its Designating Bank shall provide the Agent with notice to that effect on the date of such Borrowingexpressly provided. (ii) Unless the Agent receives notice from any A complete set of Loan Documents shall be held by Agent. (iii) No Bank at least one Banking Day prior to the date of other than a Borrowing Bank that such Bank (or such Bank's is also Agent, and no Designated Bid Lender, shall have any interest in the case of a Bid Loan) will not make available to the Agent when required any (A) its Pro Rata Share property taken as security for any other loan or financial accommodation made or furnished to Borrower by Agent (in which such Bank or Designated Bid Lender has not acquired an interest); (B) property now or hereafter in Agent's possession or under Agent's control other than by reason of the Loan Documents; or (C) deposits which may be or might become security for Borrower's Obligations by reason of the general description contained in any instrument not a Loan Document held by Agent or by reason of any right of setoff, counterclaim, banker's lien or otherwise. If, however, such property shall actually be applied to the payment of amounts owing by Borrower in connection with the Advances, then each Bank and Designated Bid Lender shall be entitled to a pro rata share, if any, of such application to amounts due in connection with the Advances, based on the ratio of the outstanding principal amount of all Advances made by such Bank (whether under the Line of Credit or the Bid Loan Facility) or Designated Bid Lender to the outstanding principal amount of all Advances. (iv) All the parties agree that, except as may be otherwise expressly provided, all of the interest rates for the Advances are those of and are calculated in accordance with the requirements and any applicable assessments of Agent, regardless of which Bank or Designated Bid Lender is making an Advance or receiving a payment thereon. (v) If, at any time or for any reason whatsoever, (A) the sum of the aggregate principal amount of all outstanding Committed Loans shall exceed the Committed Loan to be made thereonAvailability, or (B) the aggregate amount of all outstanding Bid Loans shall exceed the Bid Loan Facility Limit, or (C) the aggregate amount of all outstanding Advances (whether Committed Loans or Bid Loans), plus the Letter of Credit Exposure, shall exceed the Maximum Loan Amount, then Borrower shall immediately pay to the Banks (for their own account and for the accounts of their respective Designated Bid Lenders, as applicable, to be made by applied to repayment of the affected Advances in such Bank (or order as Agent may determine, in its Designated Bid Lender) thereon, as the case may besole discretion), the Agent may assume that amount of such Bank excess (or, if applicableless, its Designated Bid Lender) has made such amount available to the Agent in immediately available funds on the date outstanding principal of such Borrowingall affected Advances). (iii) The failure of any Bank or Designated Bid Lender to make available to the Agent any amount it is required to make so available in respect of any Borrowing shall not relieve any other Bank or Designated Bid Lender of any obligation hereunder to make an Advance on the date of such Borrowing, but, except to the extent expressly provided (A) in Section 7(b)(ix) with respect to the obligation of any Designating Bank to fund Bid Loans that are not funded by its Designated Bid Lender or (B) in Section 16(e)(ii), no Bank or Designated Bid Lender shall be responsible for the failure of any other Bank or Designated Bid Lender to make any amount so available.