Common use of Execution Copy Clause in Contracts

Execution Copy. (b) Each Lender shall make available all amounts it is to fund to the Borrower under any Borrowing in immediately available funds to the Administrative Agent at the Administrative Agent’s Office and the Administrative Agent will (except in the case of Mandatory Borrowings and Borrowings to repay Unpaid Drawings under Letters of Credit) make available to the Borrower, by depositing to an account designated by the Borrower to the Administrative Agent in writing, the aggregate of the amounts so made available in Dollars. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any such Borrowing that such Lender does not intend to make available to the Administrative Agent its portion of the Borrowing or Borrowings to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing, and the Administrative Agent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender and the Administrative Agent has made available same to the Borrower, the Administrative Agent shall be entitled to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover from such Lender or the Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower, to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if paid by such Lender, the Federal Funds Effective Rate or (ii) if paid by the Borrower, the then-applicable rate of interest, calculated in accordance with Section 2.8, for the respective Loans.

Execution Copy. (b) Each Lender shall make available all amounts it is Total Debt to fund to the Borrower under any Borrowing in immediately available funds to the Administrative Agent Consolidated Total EBITDA Ratio as at the Administrative Agent’s Office end of such fiscal year or period, as the case may be for the purpose of determining the Commitment Fee payable pursuant to Section 4.1(a); (iii) a specification of any change in the identity of the Restricted Subsidiaries, the Unrestricted Subsidiaries, the Specified Subsidiaries, the Immaterial Subsidiaries and the Administrative Agent will (except in Foreign Subsidiaries as at the case end of Mandatory Borrowings and Borrowings to repay Unpaid Drawings under Letters of Credit) make available to the Borrower, by depositing to an account designated by the Borrower to the Administrative Agent in writing, the aggregate of the amounts so made available in Dollars. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any such Borrowing that such Lender does not intend to make available to the Administrative Agent its portion of the Borrowing fiscal year or Borrowings to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing, and the Administrative Agent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender and the Administrative Agent has made available same to the Borrower, the Administrative Agent shall be entitled to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover from such Lender or the Borrowerperiod, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by Restricted Subsidiaries, the Administrative Agent Unrestricted Subsidiaries, the Specified Subsidiaries, the Immaterial Subsidiaries and the Foreign Subsidiaries, respectively, provided to the BorrowerLenders on the Closing Date or the most recent fiscal year or period, as the case may be, (iv) the then applicable pricing level, (v) the calculations and basis, in reasonable detail, of any “run rate” cost savings added back to Consolidated EBITDA pursuant to the date such corresponding provisions of clause (a)(xi) of the definition thereof and (vi) the amount is recovered by of any Pro Forma Adjustment not previously set forth in a Pro Forma Adjustment Certificate or any change in the Administrative Agentamount of a Pro Forma Adjustment set forth in any Pro Forma Adjustment Certificate previously provided and, at in either case in reasonable detail, the calculations and basis therefor. At the time of the delivery of the financial statements provided for in Section 9.1(a), a rate per annum equal to certificate of an Authorized Officer of the Borrower setting forth (i) if paid by in reasonable detail the calculation of the Available Amount and the Available Equity Amount as at the end of the fiscal year to which such Lender, the Federal Funds Effective Rate or financial statements relate and (ii) if paid by the Borrowerinformation required pursuant to Section 2 of the Perfection Certificate or confirming that there has been no change in such information since the Closing Date or the date of the most recent certificate delivered pursuant to this Section 9.1(d), as the then-applicable rate of interest, calculated in accordance with Section 2.8, for the respective Loanscase may be.

Execution Copy. (b) Each Lender shall make available all amounts it is to fund to the Borrower under any Borrowing in immediately available funds represents to the Administrative Agent at the Administrative Agent’s Office that it has, independently and without reliance upon the Administrative Agent will (except in or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the case business, operations, property, financial and other condition and creditworthiness of Mandatory Borrowings and Borrowings to repay Unpaid Drawings under Letters of Credit) make available to the Borrower, by depositing any Guarantor and any other Credit Party and made its own decision to an account designated by the Borrower to make its Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in writingtaking or not taking action under this Agreement and the other Credit Documents, and to make such investigation as it deems necessary to inform itself as to the aggregate business, operations, property, financial and other condition and creditworthiness of the amounts so made available in DollarsBorrower, any Guarantor and any other Credit Party. Unless Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent shall have been notified by any Lender prior to the date of any such Borrowing that such Lender does not intend to make available to the Administrative Agent its portion of the Borrowing or Borrowings to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing, and the Administrative Agent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender and the Administrative Agent has made available same to the Borrowerhereunder, the Administrative Agent shall be entitled not have any duty or responsibility to recover such corresponding amount from such Lender. If such provide any Lender does not pay such corresponding amount forthwith upon with any credit or other information concerning the Administrative Agent’s demand thereforbusiness, assets, operations, properties, financial condition, prospects or creditworthiness of the Borrower, any Guarantor or any other Credit Party that may come into the possession of the Administrative Agent shall promptly notify or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates. Notwithstanding anything herein to the Borrower contrary, each Lender also acknowledges that the lien and security interest granted to the Collateral Agent pursuant to the Security Documents and the Borrower shall immediately pay such corresponding amount existence of any right or remedy by the Collateral Agent thereunder are subject to the Administrative Agentprovisions of the Intercreditor Agreement. The Administrative Agent In the event of a conflict between the terms of the Intercreditor Agreement and any Security Document, the terms of the Intercreditor Agreement shall also be entitled to recover from such govern and control. Each Lender or hereby authorizes the Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Collateral Agent to enter into the Borrower, to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if paid by Intercreditor Agreement on behalf of such Lender, the Federal Funds Effective Rate or (ii) if paid by the Borrower, the then-applicable rate of interest, calculated in accordance with Section 2.8, for the respective Loans.

Execution Copy. (b) Each Lender Any increase or decrease in the Applicable Margin resulting from a change in the Consolidated Total Debt to Consolidated EBITDA Ratio shall make available all amounts it is to fund to become effective as of the Borrower under any Borrowing in first Business Day immediately available funds following the date Section 8.1 Financials are delivered to the Administrative Agent pursuant to Sections 8.1(a) and 8.1(b); provided that at the Administrative Agent’s Office and option of the Administrative Agent will Required Lenders, the highest Pricing Level (except as set forth in the case of Mandatory Borrowings and Borrowings to repay Unpaid Drawings under Letters of Credittables above) make available to the Borrower, by depositing to an account designated by the Borrower to the Administrative Agent in writing, the aggregate shall apply (i) as of the amounts first Business Day after the date on which Section 8.1 Financials were required to have been delivered but have not been delivered pursuant to Section 8.1 and shall continue to so made available apply to and including the date on which such Financials Section 8.1 Financials are so delivered (and thereafter the Pricing Level otherwise determined in Dollars. Unless accordance with this definition shall apply), and (ii) as of the Administrative Agent first Business Day after an Event of Default under Section 10 shall have been notified by any Lender prior to the date of any such Borrowing that such Lender does not intend to make available to the Administrative Agent its portion of the Borrowing or Borrowings to occurred and be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing, and the Administrative Agent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender continuing and the Administrative Agent has made available same notified that the highest Pricing Level applies, and shall continue to so apply to but excluding the Borrower, date on which such Event of Default shall cease to be continuing (and thereafter the Pricing Level otherwise determined in accordance with this definition shall apply). In the event that the Administrative Agent and the Borrower determine that any Section 8.1 Financials previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) the Borrower shall be entitled as soon as practicable deliver to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent the correct Section 8.1 Financials for such Applicable Period, (ii) the Applicable Margin shall promptly notify be determined as if the Borrower Pricing Level for such higher Applicable Margin were applicable for such Applicable Period, and (iii) the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover from such Lender or the Borrower, as the case may be, interest on such corresponding amount in respect within 3 Business Days of each day from the date such corresponding amount was made available demand thereof by the Administrative Agent pay to the BorrowerAdministrative Agent the accrued additional interest owing as a result of such increased Applicable Margin for such Applicable Period, to the date such corresponding amount is recovered which payment shall be promptly applied by the Administrative Agent, at a rate per annum equal to (i) if paid by such Lender, the Federal Funds Effective Rate or (ii) if paid by the Borrower, the then-applicable rate of interest, calculated Agent in accordance with this Agreement. This paragraph shall not limit the rights of the Administrative Agent and Lenders with respect to Section 2.8, for the respective Loans2.8(c) and Section 10.