Common use of Availability of Lender's Pro Rata Share Clause in Contracts

Availability of Lender's Pro Rata Share. Agent may assume that each Lender will make its Pro Rata Share of each Revolving Credit Advance available to Agent on each funding date unless Agent has received prior written notice from such Lender that it does not intend to make its Pro Rata Share of a Loan because all or any of the conditions set forth in Section 3.2 have not been satisfied. If such Pro Rata Share is not, in fact, paid to Agent by such Lender when due, Agent will be entitled to recover such amount on demand from such Lender without setoff, counterclaim or deduction of any kind. If any Lender fails to pay the amount of its Pro Rata Share forthwith upon Agent’s demand, Agent shall promptly notify Borrower Representative and Borrowers shall repay such amount to Agent within three (3) Business Days of such demand. Nothing in this Section 10.8(b) or elsewhere in this Agreement or the other Loan Documents shall be deemed to require Agent to advance funds on behalf of any Lender or to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Borrowers may have against any Lender as a result of any default by such Lender hereunder. Unless Agent has received prior written notice from a Lender that it does not intend to make its Pro Rata Share of each Loan available to Agent because all or any of the conditions set forth in Section 3.2 have not been satisfied to the extent that Agent advances funds to any Borrower on behalf of any Lender and is not reimbursed therefor on the same Business Day as such Advance is made, Agent shall be entitled to retain for its account all interest accrued on such Advance until reimbursed by such Lender.

Availability of Lender's Pro Rata Share. Agent may assume that each Revolving Lender will make its Pro Rata Share of each Revolving Credit Advance available to Agent on each funding date unless Agent has received prior written notice from such Lender that it does not intend to make its Pro Rata Share of a Loan because all or any of the conditions set forth in Section 3.2 have not been satisfieddate. If such Pro Rata Share is not, in 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 any kind. If any Revolving Lender fails to pay the amount of its Pro Rata Share forthwith upon Agent’s demand, Agent shall promptly notify Borrower Representative and Borrowers Borrower shall promptly (and, in any event, within one (1) Business Day after receipt of such notice) repay such amount to Agent within three (3) Business Days of such demandAgent. Nothing in this Section 10.8(b9.9(b) or elsewhere in this Agreement or the other Loan Documents shall be 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 any rights that Borrowers Borrower may have against any Revolving Lender as a result of any default by such Revolving Lender hereunder. Unless Agent has received prior written notice from a Lender that it does not intend to make its Pro Rata Share of each Loan available to Agent because all or any of the conditions set forth in Section 3.2 have not been satisfied to To the extent that Agent advances funds to any Borrower on behalf of any Revolving Lender and is not reimbursed therefor on the same Business Day as such Advance is made, Agent shall be entitled to retain for its account all interest accrued on such Advance until reimbursed by such the applicable Revolving Lender.

Availability of Lender's Pro Rata Share. Agent may assume that each Lender and the Fronting Lender will make its Pro Rata Share or the Fronted Percentage, as applicable, of each Revolving Credit Advance available to Agent on each funding date unless Agent has received prior written notice from such Lender that it does not intend to make its Pro Rata Share of a Loan because all or any of the conditions set forth in Section 3.2 have not been satisfieddate. If such Pro Rata Share or the Fronted Percentage, as applicable, is not, in fact, paid to Agent by such Lender when due, Agent will be entitled to recover such amount on demand from such Lender or the Fronting Lender, as applicable, without setoff, counterclaim or deduction of any kind. If any Lender or the Fronting Lender fails to pay the amount of its Pro Rata Share or the Fronted Percentage forthwith upon Agent’s demand, Agent shall promptly notify Borrower Representative and Borrowers shall immediately repay such amount to Agent within three (3) Business Days of such demandAgent. Nothing in this Section 10.8(b9.9(b) or elsewhere in this Agreement or the other Loan Documents shall be deemed to require Agent to advance funds on behalf of any Lender or the Fronting Lender or to relieve any Lender or the Fronting Lender from its obligation to fulfill its Commitments or obligations hereunder or to prejudice any rights that Borrowers may have against any Lender or the Fronting Lender as a result of any default by such Lender or the Fronting Lender hereunder. Unless Agent has received prior written notice from a Lender that it does not intend to make its Pro Rata Share of each Loan available to Agent because all or any of the conditions set forth in Section 3.2 have not been satisfied to To the extent that Agent advances funds to any Borrower on behalf of any Lender or the Fronting Lender and is not reimbursed therefor on the same Business Day as such Advance is made, Agent shall be entitled to retain for its account all interest accrued on such Advance until reimbursed by such the applicable Lender or the Fronting Lender, as applicable.

Availability of Lender's Pro Rata Share. Agent may assume that each Revolving Lender will make its Pro Rata Share of each Revolving Credit Advance available to Agent on each funding date unless Agent has received prior written notice from such Lender that it does not intend to make its Pro Rata Share of a Loan because all or any of the conditions set forth in Section 3.2 have not been satisfiedFunding Date. If such Pro Rata Share is not, in 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 any kind. If any Revolving Lender fails to pay the amount of its Pro Rata Share forthwith upon Agent’s demand, Agent shall promptly notify Borrower Representative and Borrowers to the extent that Agent advanced such funds on behalf of such Lender to the Borrower, the Borrower shall immediately repay such amount to Agent within three (3) Business Days without premium or penalty and without payment of such demandLIBOR Breakage Costs. Nothing in this Section 10.8(b9.5(b) or elsewhere in this Agreement or the other Loan Documents shall be 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 any rights that Borrowers Borrower may have against any Revolving Lender as a result of any default by such Revolving Lender hereunder. Unless Agent has received prior written notice from a Lender that it does not intend to make its Pro Rata Share of each Loan available to Agent because all or any of the conditions set forth in Section 3.2 have not been satisfied to To the extent that Agent advances funds to any Borrower on behalf of any Revolving Lender and is not reimbursed therefor on the same Business Day as such Advance is made, Agent shall be entitled to retain for its account all interest accrued on such Advance until reimbursed by such the applicable Revolving Lender.

Availability of Lender's Pro Rata Share. Agent may assume that each Lender will make its Pro Rata Share of each Revolving Credit Advance the Loan available to Agent on each funding date the Closing Date unless Agent has received prior written notice from such Lender that it does not intend to make its Pro Rata Share of a Loan because all or any of the conditions set forth in Section 3.2 3 have not been satisfied. If such Pro Rata Share is not, in fact, paid to Agent by such Lender when due, Agent will be entitled to recover such amount on demand from such Lender without setoff, counterclaim or deduction of any kind. If any Lender fails to pay the amount of its Pro Rata Share forthwith upon Agent’s demand, Agent shall promptly notify Borrower Representative and Borrowers Borrower shall repay such amount to Agent within three (3) Business Days of such demand. Nothing in this Section 10.8(b2.1(e) or elsewhere in this Agreement or the other Loan Documents shall be deemed to require Agent to advance funds on behalf of any Lender or to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Borrowers Borrower may have against any Lender as a result of any default by such Lender hereunder. Unless Agent has received prior written notice from a Lender that it does not intend to make its Pro Rata Share of each Loan available to Agent because all or any of the conditions set forth in Section 3.2 3 have not been satisfied to the extent that Agent advances funds to any Borrower on behalf of any Lender and is not reimbursed therefor on the same Business Day as such Advance Loan is made, Agent shall be entitled to retain for its account all interest accrued on such Advance Loan until reimbursed by such Lender.

Availability of Lender's Pro Rata Share. Agent may assume that each Lender will make its Pro Rata Share of each Revolving Credit Advance Loan available to Agent on each funding date unless Agent has received prior written notice from such Lender that it does not intend to make its Pro Rata Share of a Loan because all or any of the conditions set forth in Section 3.2 2.2 have not been satisfied. If such Pro Rata Share is not, in fact, paid to Agent by such Lender when due, Agent will be entitled to recover such amount on demand from such Lender without setoff, counterclaim or deduction of any kind. If any Lender fails to pay the amount of its Pro Rata Share forthwith upon Agent’s demand, Agent shall promptly notify Borrower Representative and Borrowers shall immediately repay such amount to Agent within three (3) Business Days of such demandAgent. Nothing in this Section 10.8(b9.9(b) or elsewhere in this Agreement or the other Loan Documents shall be deemed to require Agent to advance funds on behalf of any Lender or to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Borrowers may have against any Lender as a result of any default by such Lender hereunder. Unless Agent has received prior written notice from a Lender that it does not intend to make its Pro Rata Share of each Loan available to Agent because all or any of the conditions set forth in Section 3.2 2.2 have not been satisfied to the extent that Agent advances funds to any Borrower on behalf of any such Lender and is not reimbursed therefor on the same Business Day as such Advance is made, Agent shall shall, without limiting the provisions of Section 9.9(a)(ii), be entitled to retain for its account all interest accrued on such Advance until reimbursed by such Lender.

Availability of Lender's Pro Rata Share. The Administrative Agent may assume that each Lender and the Fronting Lender will make its Pro Rata Share or the Fronted Percentage, as applicable, of each Revolving Credit Advance available to the Administrative Agent on each funding date unless Agent has received prior written notice from such Lender that it does not intend to make its Pro Rata Share of a Loan because all or any of the conditions set forth in Section 3.2 have not been satisfieddate. If such Pro Rata Share or the Fronted Percentage, as applicable, is not, in fact, paid to the Administrative Agent by such Lender when due, the Administrative Agent will be entitled to recover such amount on demand from such Lender or the Fronting Lender, as applicable, without setoff, counterclaim or deduction of any kind. If any Lender or the Fronting Lender fails to pay the amount of its Pro Rata Share or the Fronted Percentage forthwith upon the Administrative Agent’s demand, the Administrative Agent shall promptly notify Borrower Representative and Borrowers shall immediately repay such amount to Agent within three (3) Business Days of such demandthe Administrative Agent. Nothing in this Section 10.8(b9.9(b) or elsewhere in this Agreement or the other Loan Documents shall be deemed to require any Agent to advance funds on behalf of any Lender or the Fronting Lender or to relieve any Lender or the Fronting Lender from its obligation to fulfill its Commitments or obligations hereunder or to prejudice any rights that Borrowers may have against any Lender or the Fronting Lender as a result of any default by such Lender or the Fronting Lender hereunder. Unless Agent has received prior written notice from a Lender that it does not intend to make its Pro Rata Share of each Loan available to Agent because all or any of the conditions set forth in Section 3.2 have not been satisfied to To the extent that any Agent advances funds to any Borrower on behalf of any Lender or the Fronting Lender and is not reimbursed therefor on the same Business Day as such Advance is made, such Agent shall be entitled to retain for its account all interest accrued on such Advance until reimbursed by such the applicable Lender or the Fronting Lender, as applicable.

Availability of Lender's Pro Rata Share. Agent may assume that each Tranche A Revolving Lender will make its Pro Rata Share of each Tranche A Revolving Credit Advance available to Agent on each funding date unless Agent has received prior written notice from such Lender that it does not intend to make its Pro Rata Share of a Loan because all or any of the conditions set forth in Section 3.2 have not been satisfieddate. If such Pro Rata Share is not, in fact, paid to Agent by such Tranche A Revolving Lender when due, Agent will be entitled to recover such amount on demand from such Tranche A Revolving Lender without setoff, counterclaim or deduction of any kind. If any Tranche A Revolving Lender fails to pay the amount of its Pro Rata Share forthwith upon Agent’s 's demand, Agent shall promptly notify Borrower Representative and Borrowers Borrower shall immediately repay such amount to Agent within three (3) Business Days of such demandAgent. Nothing in this Section 10.8(b9.9(b) or elsewhere in this Agreement or the other Loan Documents shall be deemed to require Agent to advance funds on behalf of any Tranche A Revolving Lender or to relieve any Tranche A Revolving Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Borrowers Borrower may have against any Tranche A Revolving Lender as a result of any default by such Tranche A Revolving Lender hereunder. Unless Agent has received prior written notice from a Lender that it does not intend to make its Pro Rata Share of each Loan available to Agent because all or any of the conditions set forth in Section 3.2 have not been satisfied to To the extent that Agent advances funds to any Borrower on behalf of any Tranche A Revolving Lender and is not reimbursed therefor on the same Business Day as such Advance is made, Agent shall be entitled to retain for its account all interest accrued on such Advance until reimbursed by such the applicable Tranche A Revolving Lender.

Availability of Lender's Pro Rata Share. Agent may assume that (i) each Revolving Lender will make its Pro Rata Share of each Revolving Credit Advance available to Agent on each funding date unless Agent has received prior written notice from such date, and (ii) each Acquisition Loan Lender that it does not intend to will make its Pro Rata Share of a each Acquisition Loan because all or any of the conditions set forth in Section 3.2 have not been satisfiedAdvance available to Agent on each funding date. If such Pro Rata Share is not, in fact, paid to Agent by such Revolving Lender or Acquisition Loan Lender when due, Agent will be entitled to recover such amount on demand from such Revolving Lender or Acquisition Loan Lender without setoff, counterclaim or deduction of any kind. If any Revolving Lender or Acquisition Loan Lender fails to pay the amount of its Pro Rata Share forthwith upon Agent’s 's demand, Agent shall promptly notify Borrower Representative and Borrowers Borrower shall immediately repay such amount to Agent within three (3) Business Days of such demandAgent. Nothing in this Section 10.8(b9.9(b) or elsewhere in this Agreement or the other Loan Documents shall be deemed to require Agent to advance funds on behalf of any Revolving Lender or Acquisition Loan Lender or to relieve any Revolving Lender or Acquisition Loan Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Borrowers Borrower may have against any Revolving Lender or Acquisition Loan Lender as a result of any default by such Revolving Lender or Acquisition Loan Lender hereunder. Unless Agent has received prior written notice from a Lender that it does not intend to make its Pro Rata Share of each Loan available to Agent because all or any of the conditions set forth in Section 3.2 have not been satisfied to To the extent that Agent advances funds to any Borrower on behalf of any Revolving Lender or Acquisition Loan Lender and is not reimbursed therefor on the same Business Day as such Advance or Acquisition Loan Advance is made, Agent shall be entitled to retain for its account all interest accrued on such Advance or Acquisition Loan Advance until reimbursed by such the applicable Revolving Lender or Acquisition Loan Lender.

Availability of Lender's Pro Rata Share. Agent may assume that each Lender has made, or will make make, its Pro Rata Share of each Revolving Credit Advance Loan available to Agent on each proposed funding date unless Agent date, and may, in its sole discretion, in reliance on such assumption, make available to Borrower a corresponding amount. In such event, if a Lender has received prior written notice from such Lender that it does not intend to make in fact made its Pro Rata Share of a the applicable Loan because all or any of the conditions set forth in Section 3.2 have not been satisfied. If such Pro Rata Share is not, in fact, paid available to Agent by on such date, then the applicable Lender when due, and Borrower severally agree to pay to Agent will be entitled to recover such amount forthwith on demand from such Lender corresponding amount, without setoffset-off, counterclaim counterclaim, or deduction of any kind. If any Lender fails , together with interest thereon, for each day from and including such date to pay but excluding the amount of its Pro Rata Share forthwith upon Agent’s demand, Agent shall promptly notify Borrower Representative and Borrowers shall repay day such amount is made available to Agent within Agent, at (i) in the case of such Lender, the greater of: (a) the Federal Funds Rate for the first three (3) Business Days for which such amount remains unpaid, and thereafter at the Reference Rate, and (b) a rate determined by Agent in accordance with the banking industry rules on inter-bank compensation, for the period until such Lender makes such amount immediately available to Agent, and (ii) in the case of Borrower, at the applicable interest rate provided in Section 1.3 on Reference Rate Loans (without limiting any claim that Borrower may have against such demandLender). If such Lender shall pay to Agent such corresponding amount, such amount so paid shall constitute such Lender’s Loan and, if both such Lender and Borrower shall have paid and repaid, respectively, such corresponding amount, Agent shall promptly pay over to Borrower such corresponding amount in same day funds, but Borrower shall remain obligated for all interest thereon. Nothing in this Section 10.8(b8.10(b) or elsewhere in this Agreement or the other Loan Documents shall be deemed to require Agent to advance funds on behalf of any Lender or to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Borrowers Borrower may have against any Lender as a result of any default by such Lender hereunder. Unless Agent has received prior written notice from a Lender that it does not intend to make its Pro Rata Share of each Loan available to Agent because all or any of the conditions set forth in Section 3.2 have not been satisfied to To the extent that Agent advances funds to any Borrower on behalf of any Lender and is not reimbursed therefor on the same Business Day as such Advance advance is made, Agent shall be entitled to retain for its account all interest accrued on such Advance advance until reimbursed by the applicable Lender. Any payment by Borrower shall be without prejudice to any claim Borrower may have against a Lender that shall have failed to make such Lenderpayment to Agent.

Availability of Lender's Pro Rata Share. Agent may assume that each Lender will Each Lender’s obligation to make its Pro Rata Share of each Revolving Loan and to incur Letter of Credit Advance available Obligations shall be absolute and unconditional and shall not be affected by any circumstance, other than an inability of Borrower to Agent on each funding date unless Agent has received prior written notice from such Lender that it does not intend to make its Pro Rata Share of a Loan because all or any of satisfy the conditions precedent to borrowing set forth in Section 3.2 have not been satisfiedthis Agreement at any time. If such Pro Rata Share is not, in fact, paid to Agent by such Lender when due, Agent will be entitled to recover such amount on demand from such Lender without setoff, counterclaim or deduction of any kindLender. If any Lender fails to pay the amount of its Pro Rata Share forthwith upon Agent’s demand, Agent shall promptly notify Borrower Representative and Borrowers Borrower shall immediately repay such amount to Agent within three (3) Business Days of such demandAgent. Nothing in this Section 10.8(b12.9(b) or elsewhere in this Agreement or the other Loan Documents shall be deemed to require Agent to advance funds on behalf of any Lender or to relieve any Revolving Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Borrowers Borrower may have against any Lender as a result of any default by such Lender hereunder. Unless Agent has received prior written notice from a Lender that it does not intend to make its Pro Rata Share of each Loan available to Agent because all or any of the conditions set forth in Section 3.2 have not been satisfied to To the extent that Agent advances funds to any Borrower on behalf of any Lender and is not reimbursed therefor on the same Business Day as such Advance Revolving Loan is made, Agent shall be entitled to retain for its account all interest accrued on such Advance Revolving Loan until reimbursed by such the applicable Lender.

Availability of Lender's Pro Rata Share. Agent may assume that each Revolving Lender will make its Pro Rata Share of each Revolving Credit Advance available to Agent on each funding date unless Agent has received prior written notice from such and that each Term Lender that it does not intend to will make its Pro Rata Share of a Term Loan because all or any of B on the conditions set forth in Section 3.2 have not been satisfiedTerm Loan B Funding Date. If such Pro Rata Share is not, in fact, paid to Agent by such Lender when due, Agent will be entitled to recover such amount on demand from such Lender without setoffset-off, counterclaim or deduction of any kind. If any Lender fails to pay the amount of such Pro Rata Share of any Revolving Credit Advance, or if any Term Lender fails to pay the amount of its Pro Rata Share of any payment under the Litigation L/C when due, forthwith upon Agent’s 's demand, Agent shall promptly notify Borrower Representative and Borrowers Borrower shall immediately repay such amount to Agent within three (3) Business Days of such demandAgent. Nothing in this Section 10.8(b9.9(b) or elsewhere in this Agreement or the other Loan Documents shall be deemed to require Agent to advance funds on behalf of any Lender or to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Borrowers Borrower may have against any Lender as a result of any default by such Lender hereunder. Unless Agent has received prior written notice from a Lender that it does not intend to make its Pro Rata Share of each Loan available to Agent because all or any of the conditions set forth in Section 3.2 have not been satisfied to To the extent that Agent advances funds to any Borrower on behalf of any Lender and is not reimbursed therefor on the same Business Day as such Advance is made, Agent shall be entitled to retain for its account all interest accrued on such Advance until reimbursed by such the applicable Lender.

Availability of Lender's Pro Rata Share. Agent may assume that each Revolving Lender will make its Pro Rata Share of each Revolving Credit Advance available to Agent on each funding date unless Agent has received prior written notice from such Lender that it does not intend to make its Pro Rata Share of a Loan because all or any of the conditions set forth in Section 3.2 have not been satisfieddate. If such Pro Rata Share is not, in 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 any kind. If any Revolving Lender fails to pay the amount of its Pro Rata Share forthwith upon Agent’s 's demand, Agent shall promptly notify Borrower Representative and Borrowers Borrower shall promptly (and, in any event, within one (1) Business Day after receipt of such notice) repay such amount to Agent within three (3) Business Days of such demandAgent. Nothing in this Section 10.8(b9.9(b) or elsewhere in this Agreement or the other Loan Documents shall be 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 any rights that Borrowers Borrower may have against any Revolving Lender as a result of any default by such Revolving Lender hereunder. Unless Agent has received prior written notice from a Lender that it does not intend to make its Pro Rata Share of each Loan available to Agent because all or any of the conditions set forth in Section 3.2 have not been satisfied to To the extent that Agent advances funds to any Borrower on behalf of any Revolving Lender and is not reimbursed therefor on the same Business Day as such Advance is made, Agent shall be entitled to retain for its account all interest accrued on such Advance until reimbursed by such the applicable Revolving Lender.

Availability of Lender's Pro Rata Share. The Administrative --------------------------------------- Agent may assume that each Lender will make its Pro Rata Share of each Revolving Credit Advance available to the Administrative Agent on each funding date unless Advance Date. If the Administrative Agent has received prior written notice from made available to the Borrower such Lender that it does not intend to make its Lender's Pro Rata Share of a Loan because all or any of the conditions set forth in Section 3.2 have not been satisfied. If an Advance but such Pro Rata Share is not, in fact, paid to the Administrative Agent by such Lender when due, the Administrative Agent will be entitled to recover such amount on demand from such Lender without setoffset-off, counterclaim or deduction of any kind. If any Lender fails to pay the amount of its Pro Rata Share forthwith upon the Administrative Agent’s 's demand, the Administrative Agent shall promptly notify the Borrower Representative and Borrowers the Borrower shall immediately repay such amount to Agent within three (3) Business Days the Administrative Agent; any such prepayment shall be without any prepayment or penalty, including any payment of such demandBreakage Costs described in Section 2.10. Nothing in this Section 10.8(b2.03(c) or elsewhere ------------ --------------- in this Agreement or the other Loan Related Documents shall be deemed to require the Administrative Agent to advance funds on behalf of any Lender or to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Borrowers the Borrower may have against any Lender as a result of any default by such Lender hereunder. Unless Agent has received prior written notice from a Lender that it does not intend to make its Pro Rata Share of each Loan available to Agent because all or any of the conditions set forth in Section 3.2 have not been satisfied to To the extent that the Administrative Agent advances funds to any the Borrower on behalf of any Lender and is not reimbursed therefor on the same Business Day as such Advance is made, the Administrative Agent shall be entitled to retain for its account all interest accrued on such Advance until from the date of such Advance to the date such Advance is reimbursed by such the applicable Lender.

Availability of Lender's Pro Rata Share. Agent may assume that each Lender will make its Pro Rata Share of each Revolving Credit Advance Loan available to Agent on each funding date unless Agent has received prior written notice from such Lender that it does not intend to make its Pro Rata Share of a Loan because all or any of the conditions set forth in Section 3.2 have not been satisfied. If such Pro Rata Share is not, in fact, paid to Agent by such Lender when due, Agent will be entitled to recover such amount on demand from such Lender without setoff, counterclaim or deduction of any kind. If any Lender fails to pay the amount of its Pro Rata Share forthwith upon Agent’s demand, Agent shall promptly notify Borrower Representative Company and Borrowers Company shall repay such amount to Agent within three (3) Business Days of such demand. Nothing in this Section 10.8(b2.1(e) or elsewhere in this Agreement or the other Loan Documents shall be deemed to require Agent to advance funds on behalf of any Lender or to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Borrowers Company may have against any Lender as a result of any default by such Lender hereunder. Unless Agent has received prior written notice from a Lender that it does not intend to make its Pro Rata Share of each Loan available to Agent because all or any of the conditions set forth in Section 3.2 have not been satisfied to the extent that Agent advances funds to any Borrower Company on behalf of any Lender and is not reimbursed therefor on the same Business Day as such Advance Loan is made, Agent shall be entitled to retain for its account all interest accrued on such Advance Loan until reimbursed by such Lender.

Availability of Lender's Pro Rata Share. Notwithstanding that either Borrower fails to satisfy the conditions precedent set forth in Section 2.2, Agent may assume that each Revolving Lender will make its Pro Rata Share of each Revolving Credit Advance available to Agent on each funding date unless Agent has received prior written notice from such Lender that it does not intend to make its Pro Rata Share of a Loan because all or any of the conditions set forth in Section 3.2 have not been satisfieddate. If such Pro Rata Share is not, in 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 setoffset-off, counterclaim or deduction of any kind. If any Revolving Lender fails to pay the amount of its Pro Rata Share forthwith upon Agent’s 's demand, Agent shall promptly notify Borrower Representative and Borrowers shall immediately repay such amount to Agent within three (3) Business Days of such demandAgent. Nothing in this Section 10.8(b9.9(2) or elsewhere in this Agreement or the other Loan Documents shall be 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 Revolving Loan Commitment hereunder or to prejudice any rights that Borrowers may have against any Revolving Lender as a result of any default by such Revolving Lender hereunder. Unless Agent has received prior written notice from a Lender Notwithstanding that it does not intend either Borrower fails to make its Pro Rata Share of each Loan available to Agent because all or any of satisfy the conditions precedent set forth in Section 3.2 have not been satisfied 2.2, to the extent that Agent advances funds to any either Borrower on behalf of any Revolving Lender and is not reimbursed therefor on the same Business Day as such Revolving Credit Advance is made, Agent shall be entitled to retain for its account all interest accrued on such Revolving Credit Advance until reimbursed by such the applicable Revolving Lender.

Availability of Lender's Pro Rata Share. Agent may assume that --------------------------------------- each Acquisition Line Lender will make its Pro Rata Share of each Revolving Credit Acquisition Line Advance available to Agent on each funding date unless Agent has received prior written notice from such Lender that it does not intend to make its Pro Rata Share of a Loan because all or any of the conditions set forth in Section 3.2 have not been satisfieddate. If such Pro Rata Share is not, in fact, paid to Agent by such Acquisition Line Lender when due, Agent will be entitled to recover such amount on demand from such Acquisition Line Lender without setoffset-off, counterclaim or deduction of any kind. If any Acquisition Line Lender fails to pay the amount of its Pro Rata Share forthwith upon Agent’s 's demand, Agent shall promptly notify Borrower Representative and Borrowers Borrower shall immediately repay such amount to Agent within three (3) Business Days of such demandAgent. Nothing in this Section 10.8(b) or elsewhere in --------------- this Agreement or the other Loan Documents shall be deemed to require Agent to advance funds on behalf of any Lender or to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Borrowers Borrower may have against any Lender as a result of any default by such Lender hereunder. Unless Agent has received prior written notice from a Lender that it does not intend to make its Pro Rata Share of each Loan available to Agent because all or any of the conditions set forth in Section 3.2 have not been satisfied to To the extent that Agent advances funds to any Borrower on behalf of any Acquisition Line Lender and is not reimbursed therefor on the same Business Day as such Advance is made, Agent shall be entitled to retain for its account all interest accrued on such Advance until reimbursed by such the applicable Acquisition Line Lender.

Availability of Lender's Pro Rata Share. Agent may assume that each Acquisition Lender will make its Pro Rata Share of each Revolving Credit Advance Acquisition Loan available to Agent on each funding date unless Agent has received prior written notice from such Lender that it does not intend to make its Pro Rata Share of a Loan because all or any of the conditions set forth in Section 3.2 have not been satisfieddate. If such Pro Rata Share is not, in fact, paid to Agent by such Acquisition Lender when due, Agent will be entitled to recover such amount on demand from such Acquisition Lender without setoff, counterclaim or deduction of any kind. If any Acquisition Lender fails to pay the amount of its Pro Rata Share forthwith upon Agent’s demand, Agent shall promptly notify Borrower Representative and Borrowers Borrower shall immediately repay such amount to Agent within three (3) Business Days of such demandAgent. Nothing in this Section 10.8(b9.9(c) or elsewhere in this Agreement or the other Loan Documents shall be deemed to require Agent to advance funds on behalf of any Acquisition Lender or to relieve any Acquisition Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Borrowers Borrower may have against any Acquisition Lender as a result of any default by such Acquisition Lender hereunder. Unless Agent has received prior written notice from a Lender that it does not intend to make its Pro Rata Share of each Loan available to Agent because all or any of the conditions set forth in Section 3.2 have not been satisfied to To the extent that Agent advances funds to any Borrower on behalf of any Acquisition Lender and is not reimbursed therefor on the same Business Day as such Advance is made, Agent shall be entitled to retain for its account all interest accrued on such Advance until reimbursed by such the applicable Acquisition Lender.

Availability of Lender's Pro Rata Share. Funding Agent may assume that each Lender will make its Pro Rata Share of each Revolving Credit Advance available to Funding Agent on each funding date unless Funding Agent has received prior written notice from such Lender that it does not intend to make its Pro Rata Share of a Loan because all or any of the conditions set forth in Section 3.2 have not been satisfied. If such Pro Rata Share is not, in fact, paid to Funding Agent by such Lender when due, Funding Agent will be entitled to recover such amount on demand from such Lender without setoff, counterclaim or deduction of any kind. If any Lender fails to pay the amount of its Pro Rata Share forthwith upon Funding Agent’s demand, Funding Agent shall promptly notify Borrower Representative and Borrowers shall repay such amount to Funding Agent within three (3) Business Days of such demand. Nothing in this Section 10.8(b) or elsewhere in this Agreement or the other Loan Documents shall be deemed to require Funding Agent to advance funds on behalf of any Lender or to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Borrowers may have against any Lender as a result of any default by such Lender hereunder. Unless Funding Agent has received prior written notice from a Lender that it does not intend to make its Pro Rata Share of each Loan available to Funding Agent because all or any of the conditions set forth in Section 3.2 have not been satisfied to the extent that Funding Agent advances funds to any Borrower on behalf of any Lender and is not reimbursed therefor on the same Business Day as such Advance is made, Funding Agent shall be entitled to retain for its account all interest accrued on such Advance until reimbursed by such Lender.

Availability of Lender's Pro Rata Share. Agent may assume that each Tranche A Revolving Lender and Tranche B Revolving Lender, as applicable, will make its Pro Rata Share of each Tranche A Revolving Credit Advance and Tranche B Revolving Credit Advance, as applicable, available to Agent on each funding date unless Agent has received prior written notice from such Lender that it does not intend to make its Pro Rata Share of a Loan because all or any of the conditions set forth in Section 3.2 have not been satisfieddate. If such Pro Rata Share is not, in fact, paid to Agent by such Lender when due, Agent will be entitled to recover such amount on demand from such Lender without setoff, counterclaim or deduction of any kind. If any Lender fails to pay the amount of its Pro Rata Share forthwith upon Agent’s demand, Agent shall promptly notify Borrower Representative and Borrowers shall immediately repay such amount to Agent within three (3) Business Days of such demandAgent. Nothing in this Section 10.8(b9.9(b) or elsewhere in this Agreement or the other Loan Documents shall be deemed to require Agent to advance funds on behalf of any Lender or to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Borrowers may have against any Lender as a result of any default by such Lender hereunder. Unless Agent has received prior written notice from a Lender that it does not intend to make its Pro Rata Share of each Loan available to Agent because all or any of the conditions set forth in Section 3.2 have not been satisfied to To the extent that Agent advances funds to any Borrower on behalf of any Lender and is not reimbursed therefor on the same Business Day as such Advance is made, Agent shall be entitled to retain for its account all interest accrued on such Advance until reimbursed by such the applicable Lender.

Availability of Lender's Pro Rata Share. The Applicable Agent may assume that each Applicable Lender will make its Pro Rata Share of each Revolving Credit Advance available to Applicable Agent on each funding date unless Agent has received prior written notice from such Lender that it does not intend to make its Pro Rata Share of a Loan because all or any of the conditions set forth in Section 3.2 have not been satisfieddate. If such Pro Rata Share is not, in fact, paid to the Applicable Agent by such Applicable Lender when due, the Applicable Agent will be entitled to recover such amount on demand from such Revolving Lender without setoff, counterclaim or deduction of any kind. If any Revolving Lender fails to pay the amount of its Pro Rata Share forthwith upon the Applicable Agent’s demand, the Applicable Agent shall promptly notify Borrower Representative and Borrowers the Applicable Borrower shall immediately repay such amount to Agent within three (3) Business Days of such demandApplicable Agent. Nothing in this Section 10.8(b9.9(b) or elsewhere in this Agreement or the other Loan Documents shall be deemed to require any 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 any rights that Borrowers may have against any Revolving Lender as a result of any default by such Revolving Lender hereunder. Unless Agent has received prior written notice from a Lender that it does not intend to make its Pro Rata Share of each Loan available to Agent because all or any of the conditions set forth in Section 3.2 have not been satisfied to To the extent that any Agent advances funds to any Borrower on behalf of any Revolving Lender and is not reimbursed therefor on the same Business Day as such Advance is made, any Agent shall be entitled to retain for its account all interest accrued on such Advance until reimbursed by such the applicable Revolving Lender.

Availability of Lender's Pro Rata Share. Agent may assume that each U.S. Revolving Lender will make its Pro Rata Share of each U.S. Revolving Credit Advance available to Agent on each funding date unless Agent has received prior written notice from such Lender that it does not intend to make its Pro Rata Share of a Loan because all or any of the conditions set forth in Section 3.2 have not been satisfieddate. If such Pro Rata Share is not, in fact, paid to Agent by such U.S. Revolving Lender when due, Agent will be entitled to recover such amount on demand from such U.S. Revolving Lender without setoff, counterclaim or deduction of any kind. If any U.S. Revolving Lender fails to pay the amount of its Pro Rata Share forthwith upon Agent’s 's demand, Agent shall promptly notify U.S. Borrower Representative and Borrowers shall immediately repay such amount to Agent within three (3) Business Days of such demandAgent. Nothing in this Section 10.8(b9.9(b) or elsewhere in this Agreement or the other Loan Documents shall be deemed to require Agent to advance funds on behalf of any U.S. Revolving Lender or to relieve any U.S. Revolving Lender from its obligation to fulfill its Revolving Loan Commitments hereunder or to prejudice any rights that Borrowers U.S. Borrower may have against any U.S. Revolving Lender as a result of any default by such U.S. Revolving Lender hereunder. Unless Agent has received prior written notice from a Lender that it does not intend to make its Pro Rata Share of each Loan available to Agent because all or any of the conditions set forth in Section 3.2 have not been satisfied to To the extent that Agent advances funds to any U.S. Borrower on behalf of any U.S. Revolving Lender and is not reimbursed therefor on the same Business Day as such Advance is made, Agent shall be entitled to retain for its account all interest accrued on such Advance until reimbursed by such the applicable U.S. Revolving Lender.

Availability of Lender's Pro Rata Share. Administrative Agent may assume that each U.S. Revolving Lender will make its Pro Rata Share of each U.S. Revolving Credit Advance available to Administrative Agent on each funding date unless Agent has received prior written notice from such Lender that it does not intend to make its Pro Rata Share of a Loan because all or any of the conditions set forth in Section 3.2 have not been satisfieddate. If such Pro Rata Share is not, in fact, paid to Administrative Agent by such U.S. Revolving Lender when due, Administrative Agent will be entitled to recover such amount on demand from such U.S. Revolving Lender without setoff, counterclaim or deduction of any kind. If any U.S. Revolving Lender fails to pay the amount of its Pro Rata Share forthwith upon Administrative Agent’s demand, Administrative Agent shall promptly notify U.S. Borrower Representative and Borrowers U.S. Borrower shall immediately repay such amount to Agent within three (3) Business Days of such demandAgent. Nothing in this Section 10.8(b9.9 (b) or elsewhere in this Agreement or the other Loan Documents shall be deemed to require Administrative Agent to advance funds on behalf of any U.S. Revolving Lender or to relieve any U.S. Revolving Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Borrowers U.S. Borrower may have against any Revolving Lender as a result of any default by such Revolving Lender hereunder. Unless Agent has received prior written notice from a Lender that it does not intend to make its Pro Rata Share of each Loan available to Agent because all or any of the conditions set forth in Section 3.2 have not been satisfied to To the extent that Administrative Agent advances funds to any U.S. Borrower on behalf of any U.S. Revolving Lender and is not reimbursed therefor on the same Business Day as such Advance is made, Administrative Agent shall be entitled to retain for its account all interest accrued on such Advance until reimbursed by such the applicable U.S. Revolving Lender.

Availability of Lender's Pro Rata Share. Agent may assume that each Revolving Lender and Term Lender will make its Pro Rata Share of each Revolving Credit Advance and Term Loan available to Agent on each funding date unless Agent has received prior written notice from such Lender that it does not intend to make its Pro Rata Share of a Loan because all or any of the conditions set forth in Section 3.2 have not been satisfieddate. If such Pro Rata Share is not, in fact, paid to Agent by such Revolving Lender or Term Lender when due, Agent will be entitled to recover such amount on demand from such Revolving Lender or Term Lender without setoffset-off, counterclaim or deduction of any kind. If any Revolving Lender or Term Lender fails to pay the amount of its Pro Rata Share forthwith upon Agent’s 's demand, Agent shall promptly notify Borrower Representative and Borrowers Borrower shall immediately repay such amount to Agent within three (3) Business Days of such demandAgent. Nothing in this Section 10.8(b9.11(b) or elsewhere in this Agreement or the other Loan Documents shall be deemed to require Agent to advance funds on behalf of any Revolving Lender or Term Lender or to relieve any Revolving Lender or Term Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Borrowers Borrower may have against any Revolving Lender or Term Lender as a result of any default by such Revolving Lender or Term Lender hereunder. Unless Agent has received prior written notice from a Lender that it does not intend to make its Pro Rata Share of each Loan available to Agent because all or any of the conditions set forth in Section 3.2 have not been satisfied to To the extent that Agent advances funds to any Borrower on behalf of any Revolving Lender or Term Lender and is not reimbursed therefor on the same Business Day as such Advance or Term Loan is made, Agent shall be entitled to retain for its account all interest accrued on such Advance or Term Loan until reimbursed by such the applicable Revolving Lender or Term Lender.

Availability of Lender's Pro Rata Share. Each of Agent and --------------------------------------- Revolving Credit Agent may assume that each Lender will make its Pro Rata Share of each Revolving Credit Advance available to Agent or Revolving Credit Agent, as the case may be, on each funding date unless Agent has received prior written notice from such Lender that it does not intend to make its Pro Rata Share of a Loan because all or any of the conditions set forth in Section 3.2 have not been satisfieddate. If such Pro Rata Share is not, in fact, paid to Agent or Revolving Credit Agent, as the case may be, by such Lender when due, Agent or Revolving Credit Agent, as the case may be, will be entitled to recover such amount on demand from such Lender without setoffset-off, counterclaim or deduction of any kind. If any Lender fails to pay the amount of its Pro Rata Share forthwith upon Agent’s 's or Revolving Credit Agent's demand, Agent or Revolving Credit Agent, as the case may be, shall promptly notify Borrower Representative and Borrowers Borrower shall immediately repay such amount to Agent within three (3) Business Days of such demandor Revolving Credit Agent, as the case may be. Nothing in this Section 10.8(b10.8(c) or elsewhere in this Agreement or the --------------- other Loan Documents shall be deemed to require Agent or Revolving Credit Agent to advance funds on behalf of any Lender or to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Borrowers Borrower may have against any Lender as a result of any default by such Lender hereunder. Unless Agent has received prior written notice from a Lender that it does not intend to make its Pro Rata Share of each Loan available to Agent because all or any of the conditions set forth in Section 3.2 have not been satisfied to To the extent that Agent or Revolving Credit Agent advances funds to any Borrower on behalf of any Lender and is not reimbursed therefor on the same Business Day as such Advance advance is made, Agent or Revolving Credit Agent, as the case may be, shall be entitled to retain for its account all interest accrued on such Advance advance until reimbursed by such the applicable Lender.

Availability of Lender's Pro Rata Share. Administrative Agent may assume that each (i) Revolving Lender will make its Pro Rata Share of each Revolving Credit Advance available to Agent on and (ii) each funding date unless Agent has received prior written notice from such Synthetic Loan Lender that it does not intend to will make its Pro Rata Share of a Synthetic Loan because all or any of Credit-Linked Deposits available to Administrative Agent on the conditions set forth in Section 3.2 have not been satisfiedClosing Date. If such Pro Rata Share is not, in fact, paid to Administrative Agent by such Revolving Lender when due, Administrative Agent will be entitled to recover such amount on demand from such Lender without setoff, counterclaim or deduction of any kind. If any Lender fails to pay the amount of its Pro Rata Share forthwith upon Administrative Agent’s 's demand, Administrative Agent shall promptly notify Borrower Representative and Borrowers Borrower shall immediately repay such amount to Agent within three (3) Business Days of such demandAdministrative Agent. Nothing in this Section 10.8(b9.9(b) or elsewhere in this Agreement or the other Credit Loan Documents shall be deemed to require Administrative Agent to advance funds on behalf of any Lender or to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Borrowers Borrower may have against any Lender as a result of any default by such Lender hereunder. Unless Agent has received prior written notice from a Lender that it does not intend to make its Pro Rata Share of each Loan available to Agent because all or any of the conditions set forth in Section 3.2 have not been satisfied to To the extent that Administrative Agent advances funds to any Borrower on behalf of any Lender and is not reimbursed therefor on the same Business Day as such Advance advance is made, Administrative Agent shall be entitled to retain for its account all interest accrued on such Advance advance until reimbursed by such the applicable Lender.

Availability of Lender's Pro Rata Share. Funding Agent may assume that each Lender will make its Pro Rata Share of each Revolving Credit Advance available to Funding Agent on each funding date unless Funding Agent has received prior written notice from such Lender that it does not intend to make its Pro Rata Share of a Loan because all or any of the conditions set forth in Section 3.2 have not been satisfied. If such Pro Rata Share is not, 135 in fact, paid to Funding Agent by such Lender when due, Funding Agent will be entitled to recover such amount on demand from such Lender without setoff, counterclaim or deduction of any kind. If any Lender fails to pay the amount of its Pro Rata Share forthwith upon Funding Agent’s demand, Funding Agent shall promptly notify Borrower Representative and Borrowers shall repay such amount to Funding Agent within three (3) Business Days of such demand. Nothing in this Section 10.8(b) or elsewhere in this Agreement or the other Loan Documents shall be deemed to require Funding Agent to advance funds on behalf of any Lender or to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Borrowers may have against any Lender as a result of any default by such Lender hereunder. Unless Funding Agent has received prior written notice from a Lender that it does not intend to make its Pro Rata Share of each Loan available to Funding Agent because all or any of the conditions set forth in Section 3.2 have not been satisfied to the extent that Funding Agent advances funds to any Borrower on behalf of any Lender and is not reimbursed therefor on the same Business Day as such Advance is made, Funding Agent shall be entitled to retain for its account all interest accrued on such Advance until reimbursed by such Lender.

Availability of Lender's Pro Rata Share. Agent may assume that each Revolving Lender and Term Lender will make its Pro Rata Share of each Revolving Credit Advance and the Delayed Draw Term Loan, as applicable, available to Agent on each funding date unless Agent has received prior written notice from such Lender that it does not intend to make its Pro Rata Share of a Loan because all or any of the conditions set forth in Section 3.2 have not been satisfieddate. If such Pro Rata Share is not, in fact, paid to Agent by such Revolving Lender or Term Lender, as applicable, when due, Agent will be entitled to recover such amount on demand from such Revolving Lender or Term Lender, as applicable, without setoff, counterclaim or deduction of any kind. If any Revolving Lender or Term Lender, as applicable, fails to pay the amount of its Pro Rata Share forthwith upon Agent’s demand, Agent shall promptly notify Borrower Representative Borrowers and Borrowers shall immediately repay such amount to Agent within three (3) Business Days of such demandAgent. Nothing in this Section 10.8(b9.9(b) or elsewhere in this Agreement or the other Loan Documents shall be deemed to require Agent to advance funds on behalf of any Revolving Lender or Term Lender or to relieve any Revolving Lender or Term Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Borrowers may have against any Revolving Lender or Term Lender as a result of any default by such Revolving Lender or Term Lender hereunder. Unless Agent has received prior written notice from a Lender that it does not intend to make its Pro Rata Share of each Loan available to Agent because all or any of the conditions set forth in Section 3.2 have not been satisfied to To the extent that Agent advances funds to any Borrower on behalf of any Revolving Lender or Term Lender and is not reimbursed therefor on the same Business Day as such Advance or Delayed Draw Term Loan is made, Agent shall be entitled to retain for its account all interest accrued on such Advance or Delayed Draw Term Loan until reimbursed by such the applicable Revolving Lender or Term Lender.

Availability of Lender's Pro Rata Share. Appropriate Agent may assume that each Revolving Lender will make its Pro Rata Share of each Revolving Credit Advance available to Appropriate Agent on each funding date unless Agent has received prior written notice from such Lender that it does not intend to make its Pro Rata Share of a Loan because all or any of the conditions set forth in Section 3.2 have not been satisfiedFunding Date. If such Pro Rata Share is not, in fact, paid to Appropriate Agent by such Revolving Lender when due, Appropriate Agent will be entitled to recover such amount on demand from such Revolving Lender without setoff, counterclaim or deduction of any kind. If any Revolving Lender fails to pay the amount of its Pro Rata Share forthwith upon Appropriate Agent’s 's demand, Appropriate Agent shall promptly notify Appropriate Borrower Representative and Borrowers shall immediately repay such amount to Agent within three (3) Business Days of such demandAppropriate Agent. Nothing in this Section 10.8(b8.5(b) or elsewhere in this Agreement or the other Loan Documents shall be deemed to require either Appropriate 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 any rights that Borrowers may have against any Revolving Lender as a result of any default by such Revolving Lender hereunder. Unless Agent has received prior written notice from a Lender that it does not intend to make its Pro Rata Share of each Loan available to Agent because all or any of the conditions set forth in Section 3.2 have not been satisfied to To the extent that either Appropriate Agent advances funds to any Borrower Borrowers on behalf of any Revolving Lender and is not reimbursed therefor on the same Business Day as such Advance is made, such Agent shall be entitled to retain for its account all interest accrued on such Advance until reimbursed by such the applicable Revolving Lender.