Common use of Funding by Administrative Agent Clause in Contracts

Funding by Administrative Agent. Unless the Administrative Agent shall have been notified in writing by any Lender not later than the close of business on the day before the day on which a Loan is requested by the Borrower to be made that such Lender will not make such Loan, the Administrative Agent may assume that such Lender will make such Loan, and in reliance upon such assumption the Administrative Agent may (but in no circumstances shall be required to) make available to the Borrower a corresponding amount. If and to the extent that any Lender fails to make such payment to the Administrative Agent on such date, such Lender shall pay such amount on demand (or, if such Lender fails to pay such amount on demand, the Borrower shall pay such amount on demand), together with interest, for the Administrative Agent's own account, for each day from and including the date of the Administrative Agent's payment to and including the date of repayment to the Administrative Agent (before and after judgment) at the following rates per annum: (x) for each day from and including the date of such payment by the Administrative Agent to and including the second Business Day thereafter, at the Federal Funds Effective Rate for such day, and (y) for each day thereafter, at the rate applicable to such Loans for such day. If a Lender shall repay to the Administrative Agent the amount made available by the Administrative Agent to the Borrower, such amount so repaid shall thereafter constitute a Loan by such Lender for purposes of this Agreement. All payments to the Administrative Agent under this Section shall be made to the Administrative Agent at its Office in Euros in funds immediately available at such Office, without set-off, withholding, counterclaim or other deduction of any nature.

Funding by Administrative Agent. Unless the Administrative Agent shall have been notified in writing by received notice from a Lender prior to the date of any Lender not later than the close of business on the day before the day on which a Committed Loan is requested by the Borrower to be made that such Lender will not make available to Administrative Agent such Lender's Percentage of such Committed Loan, the Administrative Agent may assume that such Lender will make has made such Loanamount available to Administrative Agent on the date of such Committed Loan in accordance with this Section 2.2. Administrative Agent may, and in reliance upon such assumption the Administrative Agent may (but in no circumstances shall be required to) assumption, make available to the Borrower a corresponding amountamount to or on behalf of the relevant Borrower on such date. If and to the extent that any Lender fails shall not have so made its Percentage of any Committed Loan available to make such payment Administrative Agent, the relevant Borrower shall repay to the Administrative Agent on such date, such Lender shall pay such amount forthwith on demand (or, if such Lender fails to pay such corresponding amount on demand, the Borrower shall pay such amount on demand), together with interest, for the Administrative Agent's own accountinterest thereon, for each day from and including the date such amount is made available to or on behalf of such Borrower until the date such amount is repaid to Administrative Agent's payment to and including the date of repayment to the Administrative Agent (before and after judgment) at the following rates per annum: (x) for each day from and including the date of such payment by the Administrative Agent to and including the second Business Day thereafter, at the Federal Funds Effective Rate for such day, and (y) for each day thereafter, at the rate per annum applicable to such Loans for such daythe Committed Loan in question. If a Each Lender shall repay record in its records, or at its option on the schedule attached to its applicable Committed Loan Note, the Administrative Agent the date and amount of each Committed Loan made available by the Administrative Agent to the Borrower, such amount so repaid shall thereafter constitute a Loan by such Lender thereunder, each repayment or prepayment thereof, and the dates on which each Interest Period for purposes of this Agreementsuch Committed Loan shall begin and end. All payments to the Administrative Agent under this Section The aggregate unpaid principal amount so recorded shall be made rebuttable presumptive evidence of the principal amount owing and unpaid on such Committed Loan Note. The failure to so record or any error in so recording any such amount shall not, however, limit or otherwise affect the Administrative Agent at its Office in Euros in funds immediately available at such Office, without set-off, withholding, counterclaim or other deduction obligations of any natureBorrower hereunder or under any Committed Loan Note to repay the principal amount of each Committed Loan to such Lender together with all interest accruing thereon.

Funding by Administrative Agent. Unless the Administrative Agent shall have been notified in writing by received notice from a Lender prior to the date of any Lender not later than the close of business on the day before the day on which a Loan is requested by the Borrower to be made proposed Borrowing that such Lender will not make available to the Administrative Agent such LoanLender's Ratable Portion of such Borrowing (or any portion thereof), the Administrative Agent may assume that such Lender will make has made such LoanRatable Portion available to the Administrative Agent on the date of such Borrowing in accordance with this Section 2.2 and the Administrative Agent may, and in reliance upon such assumption the Administrative Agent may (but in no circumstances shall be required to) assumption, make available to the applicable Borrower on such date a corresponding amount. If and to the extent that any such Lender fails shall not have so made such Ratable Portion available to make the Administrative Agent, such payment Lender and the applicable Borrower severally agree to repay to the Administrative Agent on such date, such Lender shall pay such amount forthwith on demand (or, if such Lender fails to pay such corresponding amount on demand, the Borrower shall pay such amount on demand), together with interest, for the Administrative Agent's own accountinterest thereon, for each day from and including the date of such amount is made available to the applicable Borrower until the date such amount is repaid to the Administrative Agent's payment to and including , at (i) in the date case of repayment a Borrower, the interest rate applicable at the time to the Administrative Agent Loans comprising such Borrowing and (before ii) in the case of such Lender, the Interbank Rate for the first Business Day and after judgment) thereafter at the following rates per annum: (x) for each day from and including the date of such payment by the Administrative Agent to and including the second Business Day thereafter, interest rate applicable at the Federal Funds Effective Rate for time to the Loans comprising such day, and (y) for each day thereafter, at the rate applicable to such Loans for such dayBorrowing. If a such Lender shall repay to the Administrative Agent the amount made available by the Administrative Agent to the Borrowersuch corresponding amount, such amount so repaid shall thereafter constitute a such Lender's Loan by as part of such Lender Borrowing for purposes of this Agreement. All payments If the applicable Borrower shall repay to the Administrative Agent under this Section such corresponding amount, such payment shall be made to the Administrative Agent at its Office in Euros in funds immediately available at not relieve such Office, without set-off, withholding, counterclaim or other deduction Lender of any natureobligation it may have hereunder to such Borrower.

Funding by Administrative Agent. Unless the Administrative Agent shall have been notified in writing by received notice from a Lender prior to the date of any Lender not later than the close of business on the day before the day on which a Loan is requested by the Borrower to be made that such Lender will not make available to the Administrative Agent such Lender's Percentage of such Loan, the Administrative Agent may assume that such Lender will make has made such Loanamount available to the Administrative Agent on the date of such Loan in accordance with this Section 2.2. The Administrative Agent may, and in reliance upon such assumption the Administrative Agent may (but in no circumstances shall be required to) assumption, make available to the Borrower a corresponding amountamount to or on behalf of the relevant Borrower on such date. If and to the extent that any Lender fails to make such payment shall not have so made its Percentage of any Loan available to the Administrative Agent on such date, such Lender shall pay such amount on demand (or, if such Lender fails to pay such amount on demandAgent, the relevant Borrower shall pay such amount on demand), together with interest, for the Administrative Agent's own account, for each day from and including the date of the Administrative Agent's payment to and including the date of repayment to the Administrative Agent (before and after judgment) at the following rates per annum: (x) for each day from and including the date of such payment by the Administrative Agent to and including the second Business Day thereafter, at the Federal Funds Effective Rate for such day, and (y) for each day thereafter, at the rate applicable to such Loans for such day. If a Lender shall repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available by to or on behalf of such Borrower until the date such amount is repaid to the Administrative Agent Agent, at the rate per annum applicable to the BorrowerLoan in question. Each Lender shall record in its records, such or at its option on the schedule attached to its applicable Note, the date, amount so repaid shall thereafter constitute a and currency of each Loan made by such Lender thereunder, each repayment or prepayment thereof, and the dates on which each Interest Period for purposes of this Agreementsuch Loan shall begin and end. All payments to the Administrative Agent under this Section The aggregate unpaid principal amount so recorded shall be made rebuttable presumptive evidence of the principal amount owing and unpaid on such Note. The failure to so record or any error in so recording any such amount shall not, however, limit or otherwise affect the Administrative Agent at its Office in Euros in funds immediately available at such Office, without set-off, withholding, counterclaim or other deduction obligations of any natureBorrower hereunder or under any Note to repay the principal amount of each Loan to such Lender together with all interest accruing thereon.

Funding by Administrative Agent. Unless the Administrative Agent shall have been notified in writing by received notice from a Lender prior to the date of any Lender not later than the close of business on the day before the day on which a Committed Loan is requested by the Borrower to be made that such Lender will not make available to Administrative Agent such Lender's Percentage of such Committed Loan, the Administrative Agent may assume that such Lender will make has made such Loanamount available to Administrative Agent on the date of such Committed Loan in accordance with this Section 2.2. Administrative Agent may, and in reliance upon such assumption the Administrative Agent may (but in no circumstances shall be required to) assumption, make available to the Borrower a corresponding amountamount to or on behalf of the relevant Borrower on such date. If and to the extent that any Lender fails shall not have so made its Percentage of any Committed Loan available to make such payment Administrative Agent, the relevant Borrower shall repay to the Administrative Agent on such date, such Lender shall pay such amount forthwith on demand (or, if such Lender fails to pay such corresponding amount on demand, the Borrower shall pay such amount on demand), together with interest, for the Administrative Agent's own accountinterest thereon, for each day from and including the date such amount is made available to or on behalf of such Borrower until the date such amount is repaid to Administrative Agent's payment to and including the date of repayment to the Administrative Agent (before and after judgment) at the following rates per annum: (x) for each day from and including the date of such payment by the Administrative Agent to and including the second Business Day thereafter, at the Federal Funds Effective Rate for such day, and (y) for each day thereafter, at the rate per annum applicable to such Loans for such daythe Committed Loan in question. If a Each Lender shall repay record in its records, or at its option on the schedule attached to its applicable Committed Loan Note, the Administrative Agent the date, amount and currency of each Committed Loan made available by the Administrative Agent to the Borrower, such amount so repaid shall thereafter constitute a Loan by such Lender thereunder, each repayment or prepayment thereof, and the dates on which each Interest Period for purposes of this Agreementsuch Committed Loan shall begin and end. All payments to the Administrative Agent under this Section The aggregate unpaid principal amount so recorded shall be made rebuttable presumptive evidence of the principal amount owing and unpaid on such Committed Loan Note. The failure to so record or any error in so recording any such amount shall not, however, limit or otherwise affect the Administrative Agent at its Office in Euros in funds immediately available at such Office, without set-off, withholding, counterclaim or other deduction obligations of any natureBorrower hereunder or under any Committed Loan Note to repay the principal amount of each Committed Loan to such Lender together with all interest accruing thereon.

Funding by Administrative Agent. Unless the ------------------------------- Administrative Agent shall have received prior notice from a Bank (which notice shall be given promptly by telephone or telecopy, in each case to be promptly confirmed in writing, provided that the failure to so confirm in writing shall not invalidate any notice so given) that such Bank will not make available to the Administrative Agent such Bank's proportionate share of the Loans requested by the Borrower, and provided that the Administrative Agent shall have been notified given such Bank timely notice of the applicable request for Revolving Credit Loans in writing by any Lender not later than the close of business on the day before the day on which a Loan is requested by the Borrower to be made that such Lender will not make such Loanaccordance with Section 2.4(b), the Administrative Agent may assume that such Lender will make such Loan, Bank has made its proportionate share available to the Administrative Agent on the applicable borrowing date and the Administrative Agent in reliance upon such assumption the Administrative Agent assumption, may (but in no circumstances shall not be required obligated to) make available to the Borrower a on such borrowing date an amount corresponding amountto such Bank's proportionate share of the Loans made on such date. If and to the extent that any Lender fails such Bank shall not have so made such applicable percentage available to make the Administrative Agent, such payment Bank agrees to repay to the Administrative Agent on such date, such Lender shall pay such amount forthwith on demand (or, if such Lender fails to pay such corresponding amount on demand, the Borrower shall pay such amount on demand), together with interestinterest thereon, for the Administrative Agent's own account, for each day from and including the date of the Administrative Agent's payment to and including the date of repayment to the Administrative Agent (before and after judgment) at the following rates per annum: (xi) for each day from and including the date such amount is made available to the Borrower until the earlier to occur of the date such payment by amount is repaid to the Administrative Agent to and including or the second Business Day thereafterfollowing the date such amount was made available to the Borrower by the Administrative Agent, at a rate per annum equal to the Federal Funds Effective Rate for such day, day and (yii) for each day thereafterthereafter until the date such amount is repaid to the Administrative Agent, at a rate per annum equal to the rate applicable to such Loans Federal Funds Effective Rate plus 1% for such day, and such Bank agrees to repay to the Administrative Agent forthwith on demand such out of pocket administrative and investigative expenses incurred by the Administrative Agent in connection with the Administrative Agent's reasonable efforts to obtain such payments. If a Lender such Bank shall repay to the Administrative Agent the amount made available by the Administrative Agent to the Borrowersuch corresponding amount, together with accrued interest, such amount so repaid shall thereafter constitute a such Bank's Loan by such Lender for purposes of this Agreement. All payments In the event that, at any time when the conditions to borrowing have been satisfied pursuant to Sections 4.1 and 4.2, as applicable, a Bank for any reason fails or refuses to fund a Loan which it is obligated to fund hereunder, and such failure or refusal shall have continued for five Business Days, such non-funding Bank shall not be entitled (A) to vote regarding any issue (other than an issue which requires the Administrative Agent consent or approval of all of the Banks) on which voting is required or advisable under this Agreement, any Revolving Credit Note or any Related Document, (B) to receive any payment of principal or interest from the Borrower in respect of the Loan or Loans which such non-funding Bank failed or refused to fund, or (C) to receive any commitment fee pursuant to Section shall be made 2.5 which has accrued after the date such non-funding Bank failed or refused to fund until such time as (1) such non- funding Bank has funded such Loan or (2) all of the Administrative Agent at its Office other Banks who funded their respective Loans have received their pro rata shares of all principal and interest payable by the Borrower in Euros in funds immediately available at respect of the Loan or Loans which such Office, without set-off, withholding, counterclaim non- funding Bank failed or other deduction of any naturerefused to fund.