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

Payments by the Lenders to Agent. (a) Unless Agent shall have received notice from a Lender prior to the proposed date of any Borrowing of LIBOR Rate Loans (or, in the case of any Borrowing of Base Rate Loans, prior to 12:00 noon on the date of such Borrowing) that such Lender will not make available to Agent such Lender’s share of such Borrowing, Agent may assume that such Lender has made such share available on such date in 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 in accordance with and at the time required by Sections 1.1 and 1.5) and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its 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 including the date such amount is made available to the Borrower to but excluding the date of payment to Agent, 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 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.

Payments by the Lenders to Agent. (a) Unless Agent may, on behalf of Lenders, disburse funds to the Borrower for the Term Loan requested. Each Lender shall reimburse Agent on demand for all funds disbursed on its behalf by Agent, or if Agent so requests, each Lender will remit to Agent its Commitment Percentage of the Term Loan before Agent disburses same to the Borrower. If Agent elects to require that each Lender make funds available to Agent prior to disbursement by Agent to the Borrower, Agent shall have received notice from a advise each Lender by telephone, fax or email (as designated by such Lender to Agent) of the amount of such Lender’s Commitment Percentage of the Term Loan requested by the Borrower no later than the Business Day prior to the proposed scheduled Borrowing date of any Borrowing of LIBOR Rate Loans (orapplicable thereto, in the case of any Borrowing of Base Rate Loans, prior to 12:00 noon on the date of such Borrowing) that and each such Lender will not make available to shall pay Agent such Lender’s share Commitment Percentage of such Borrowingrequested Term Loan, Agent may assume that such Lender has made such share available in same day funds, by wire transfer to Agent’s account, as set forth on Agent’s signature page hereto, no later than 2:00 p.m. (New York time) on such date scheduled Borrowing date. Nothing in accordance with Sections 1.1 and 1.5 (orthis subsection 1.11(a) or elsewhere in this Agreement or the other Loan Documents, in including the case remaining provisions of a Borrowing Section 1.11, shall be deemed to require Agent to advance funds on behalf of Base Rate Loans, any Lender or to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that such Lender has made such share available in accordance with and at the time required by Sections 1.1 and 1.5) and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to Agent, then the applicable any 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 including the date such amount is made available to the Borrower to but excluding the date of payment to Agent, 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 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 any Lender as a result of any default by such Lender that shall have failed to make such payment to Agenthereunder.

Payments by the Lenders to Agent. (a) Unless Agent shall have received notice from a Lender prior to the proposed date of any Borrowing of LIBOR Rate Term SOFR Loans (or, in the case of any Borrowing of Base Rate Loans, prior to 12:00 noon on the date of such Borrowing) that such Lender will not make available to Agent such LenderXxxxxx’s share of such Borrowing, Agent may assume that such Lender has made such share available on such date in 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 in accordance with and at the time required by Sections 1.1 and 1.5) and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its 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 including the date such amount is made available to the Borrower to but excluding the date of payment to Agent, 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 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 of the Agent to any Lender or the Borrower with respect to any amount owing under this clause (a) shall be conclusive, absent manifest error.

Payments by the Lenders to Agent. Settlement (a) Unless Agent may, on behalf of Xxxxxxx, disburse funds to the Borrowers for Loans requested. Each Lender shall reimburse Agent on demand for all funds disbursed on its behalf by Agent, or if Agent so requests, each Lender will remit to Agent its Commitment Percentage of any Loan before Agent disburses same to the Borrowers. If Agent elects to require that each Lender make funds available to Agent prior to disbursement by Agent to the Borrowers, Agent shall have received notice from a advise each Lender by telephone of the amount of such Xxxxxx’s Commitment Percentage of the Loan requested by the Borrower Representative no later than the Business Day prior to the proposed scheduled Borrowing date applicable thereto, and each such Lender shall pay Agent such Xxxxxx’s Commitment Percentage of such requested Loan, in same day funds, by wire transfer to Agent’s account, as designated in writing by Agent to Borrower Representative from time to time, no later than 1:00 p.m. on such scheduled Borrowing date. Nothing in this Section 2.11(a) or elsewhere in this Agreement or the other Loan Documents, including the remaining provisions of Section 2.11, shall be deemed to require Agent to advance funds on behalf of any Borrowing of LIBOR Rate Loans (or, in Lender or to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Agent any Lender or the case Borrowers may have against any Lender as a result of any Borrowing default by such Lender hereunder. (b) At least once each calendar week or more frequently at Agent’s election (each, a “Settlement Date”), Agent shall advise each Lender by telephone of Base Rate Loansthe amount of such Xxxxxx’s Commitment Percentage of principal, prior interest and Fees paid for the benefit of Lenders with respect to 12:00 noon each applicable Loan. Agent shall pay to each Lender such Xxxxxx’s Commitment Percentage (except as otherwise provided in Section 2.1(c)(vi) and Section 2.11(e)(iv)) of principal, interest and fees paid by the Borrowers since the previous Settlement Date for the benefit of such Lender on the date of such Borrowing) that Loans held by it. Such payments shall be made by wire transfer to such Lender will not make available to Agent such later than 2:00 p.m. on the next Business Day following each Settlement Date. (c) Availability of Lender’s share of such Borrowing, Commitment Percentage. Agent may assume that each Revolving Lender will make its Commitment Percentage of each Revolving Loan available to Agent on each Borrowing date. If such Lender has made such share available on such date in accordance with Sections 1.1 and 1.5 (orCommitment Percentage is not, in the case fact, paid to Agent by such Revolving Lender when due, Agent will be entitled to recover such amount on demand from such Revolving Lender without setoff, counterclaim or deduction of a Borrowing of Base Rate Loans, that such any kind. If any Revolving Lender has made such share available in accordance with and at the time required by Sections 1.1 and 1.5) and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to Agent, then the applicable Lender and the Borrower severally agree fails to pay to Agent the amount of its Commitment Percentage forthwith on demand such corresponding amount in immediately available funds with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to upon Agent, 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 the same or an overlapping period’s demand, Agent shall promptly remit to notify the Borrower Representative and the amount Borrowers shall promptly (and in any event within one (1) Business Day of receipt of such interest paid by the Borrower for notice) repay such period. If such Lender pays its share of the applicable Borrowing amount to Agent, then . Nothing in this Section 2.11(c) or elsewhere in this Agreement or the amount so paid shall constitute such Lender’s other Loan included in such Borrowing. Any payment by the Borrower Documents shall be without deemed to require Agent to advance funds on behalf of any Revolving Lender or to relieve any Revolving Lender from its obligation to fulfill its Commitments hereunder or to prejudice to any claim rights that the Borrower Borrowers may have against any Revolving Lender as a result of any default by such Revolving Lender hereunder. Without limiting the provisions of Section 2.11(b), to the extent that shall have failed Agent advances funds to make such payment to Agent.the Borrowers on behalf of any Revolving Lender and is not reimbursed therefor

Payments by the Lenders to Agent. (a) Unless Agent shall have received notice from a Lender prior to the proposed date of any Borrowing of LIBOR Rate Term SOFR Loans (or, in the case of any Borrowing of Base Rate Loans, prior to 12:00 noon on the date of such Borrowing) that such Lender will not make available to Agent such Lender’s share of such Borrowing, Agent may assume that such Lender has made such share available on such date in 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 in accordance with and at the time required by Sections 1.1 and 1.5) and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its 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 including the date such amount is made available to the Borrower to but excluding the date of payment to Agent, 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 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 of the Agent to any Lender or the Borrower with respect to any amount owing under this clause (a) shall be conclusive, absent manifest error.