Common use of AGENT'S AVAILABILITY ASSUMPTION Clause in Contracts

AGENT'S AVAILABILITY ASSUMPTION. (a) Unless the Agent shall have been notified by any Lender by Written Notice prior to a borrowing date that such Lender does not intend to make available to the Agent such Lender's pro rata portion of any Revolving Advance which it shall be obligated to make on such date, the Agent may assume that such Lender has made such amount available to the Agent on the date for such borrowing and the Agent may, in reliance upon such assumption, make available to the applicable Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Agent by such Lender on such date of borrowing, the Agent shall be entitled to recover such corresponding amount on demand from such Lender, which demand shall be made in a reasonably prompt manner. If such Lender does not pay such corresponding amount forthwith upon the Agent's demand therefor, the Agent shall promptly notify the Lenders and the applicable Borrower and such Borrower shall pay such corre sponding amount to the Agent on demand. (b) The Agent shall also be entitled to recover from such Lender or such Borrower interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Agent to such Borrower to the date such corresponding amount is recovered by the Agent, at a rate per annum equal to (x) if paid by such Lender, the cost to the Agent of funding such amount as notified in writing by the Agent to such Lender, or (y) if paid by a Borrower, the applicable rate for Base Rate Advances or Eurodollar Advances, as the case may be. (c) In the event that any Lender shall fail to fund its pro rata share of any Revolving Advance made pursuant to Section 2A.4 hereof or its letter of credit participation under Section 2A.5 hereof, the Agent on behalf of the Issuing Lender shall be entitled to recover such amount on demand from such Lender, which demand shall be made in a reasonably prompt manner. If such Lender does not pay such amount forthwith upon the Agent's demand therefor, the Agent shall notify promptly the Lenders and the Company thereof and the Company shall pay such amount to the Agent. The Agent on behalf of the Issuing Lender shall also be entitled to recover from such Lender or the Company, as the case may be, interest on such corresponding amount in respect of each day from the date such Revolving Advance was made, or the date such purchase was to have been made or funded, to the date such amount is recovered by the Agent, at a rate per annum equal to (x) if paid by such Lender, the cost to the Issuing Lender of funding the payment of the drawing under the Letter of Credit for which the Revolving Advance was made in the case of a Revolving Advance made pursuant to Section 2A.4 or a participation under Section 2A.5 hereof, or (y) if paid by the Company, the applicable rate for Base Rate Advances in the case of a Revolving Advance made pursuant to Section 2A.5 hereof or a participation purchased under Section 2A.5 hereof. (d) Nothing herein shall be deemed to relieve any Lender from its obligation to fund or purchase its pro rata share of any Revolving Advance or purchase any participation as required hereunder, or to prejudice any rights which any Borrower may have against any Lender as a result of any default by such Lender hereunder. No Lender shall be responsible for any default of any other Lender in respect of any other Lender's obligation to make its pro rata share of any Revolving Advances hereunder nor shall the Revolving Commitment of any Lender hereunder be increased as a result of such default of any other Lender. Each Lender shall be obligated to the extent provided herein regardless of the failure of any other Lender to fulfill its obligations hereunder. (e) Notwithstanding anything contained herein to the contrary, so long as any Lender shall be in default in its obligation to fund its pro rata share of any Revolving Advance (as notified to such Lender by the Agent; the Agent agreeing to use good faith efforts to give such notification promptly following the occurrence of such default) or shall have rejected any such commitment, then such Lender shall not be entitled to receive any payments of principal of or interest on its pro rata share of the Revolving Loan or its share of any commitment or other fees payable hereunder unless and until (x) the Loan and all interest thereon has been paid in full, (y) such failure to fulfill its obligation to fund is cured and such Lender shall have paid, as and to the extent provided in this Section 2.14, to the applicable party, if any, interest on the amount of funds that such Lender failed to timely fund or (z) the Lender Debt under this Agreement shall have been declared or shall have become immediately due and payable, and until the earlier to occur of (x) or (y) above, for purposes of voting or consenting to matters with respect to the Loan Documents, such Lender shall be deemed not to be a "Lender" hereunder and such Lender's Revolving Commitment or Revolving Sublimit Commitment shall be deemed to be zero (0). No Revolving Commitment or Revolving Sublimit Commitment of any Lender shall be increased or otherwise affected by any such failure or rejection by any Lender. Any payments of principal of or interest on Lender Debt which would, but for this paragraph (e), be paid to any Lender, shall be paid to the Lenders who shall not be in default under their respective Revolving Commitments and who shall not have rejected any Revolving Commitment or any Revolving Sublimit Commitment, for application to Lender Debt or to provide Letter of Credit Cash Collateral in such manner and order (pro rata among such Lenders) as shall be determined by the Agent.

AGENT'S AVAILABILITY ASSUMPTION. (a) Unless the Agent shall have has been notified given written notice by any a Lender by Written Notice prior to a borrowing date an Advance Date that such Lender does not intend to make available to the Agent such Lender's pro rata prorata portion of any Revolving the Advance which it shall will be obligated to make on such datethe Advance Date, the Agent may assume that such each Lender has made such the required amount available to the Agent on the date for such borrowing Advance Date and the Agent may, in reliance upon such assumption, make available to the applicable Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Agent by such Lender on such date of borrowingthe Advance Date, the Agent shall be entitled to recover such corresponding amount on demand from such Lender, which demand shall be made in a reasonably prompt manner. If such Lender does not pay such corresponding amount forthwith immediately upon the Agent's demand therefor, the then Agent shall promptly notify Borrower and the other Lenders and the applicable Borrower and such Borrower shall immediately pay such corre sponding corresponding amount to the Agent on demand. (b) The Agent. Agent shall also be entitled to recover recover, either from such defaulting Lender or such Borrower Borrower, interest on such corresponding amount in respect of for each day from from, but not including, the date such corresponding amount was made available by the Agent to such Borrower to to, and including, the date such corresponding amount is recovered by the Agent, at a rate per annum equal to (xi) if paid by such Lender, the cost to the Agent of funding such amount as notified in writing by at the Agent to such LenderFederal Funds Rate, or (yii) if paid by a Borrower, the applicable rate for Base Rate Revolving Advances or Eurodollar Advances, as determined from the case may be. (c) In the event that any Lender shall fail Advance Request to fund its pro rata share of any Revolving Advance made pursuant to Section 2A.4 hereof or its letter of credit participation under Section 2A.5 hereof, the Agent on behalf of the Issuing Lender shall be entitled to recover which such amount on demand from such Lender, which demand shall be made in a reasonably prompt manner. If such Lender does not pay such amount forthwith upon the Agent's demand therefor, the Agent shall notify promptly the Lenders and the Company thereof and the Company shall pay such amount to the Agent. The Agent on behalf of the Issuing Lender shall also be entitled to recover from such Lender or the Company, as the case may be, interest on such corresponding amount in respect of each day from the date such Revolving Advance was made, or the date such purchase was to have been made or funded, to the date such amount is recovered by the Agent, at a rate per annum equal to (x) if paid by such Lender, the cost to the Issuing Lender of funding the payment of the drawing under the Letter of Credit for which the Revolving Advance was made in the case of a Revolving Advance made pursuant to Section 2A.4 or a participation under Section 2A.5 hereof, or (y) if paid by the Company, the applicable rate for Base Rate Advances in the case of a Revolving Advance made pursuant to Section 2A.5 hereof or a participation purchased under Section 2A.5 hereof. (d) Nothing herein shall be deemed to relieve any Lender from its obligation to fund or purchase its pro rata share of any Revolving Advance or purchase any participation as required hereunder, or to prejudice any rights which any Borrower may have against any Lender as a result of any default by such Lender hereunder. No Lender shall be responsible for any default of any other Lender in respect of any other Lender's obligation to make its pro rata share of any Revolving Advances hereunder nor shall the Revolving Commitment of any Lender hereunder be increased as a result of such default of any other Lenderrelates. Each Lender shall be obligated only to fund its prorata share of an Advance subject to the extent provided herein terms and conditions hereof, regardless of the failure of any other another Lender to fulfill its obligations hereunder. (e) Notwithstanding anything contained herein to the contrary, so long as any Lender shall be in default in its obligation to fund its pro rata prorata share of any Revolving Advance (as notified to such Lender by the Agent; the Agent agreeing to use good faith efforts to give such notification promptly following the occurrence of such default) or shall have rejected any such commitment, then such Lender shall not be entitled to receive any payments of principal of or interest on its pro rata share of the Revolving Loan or its share of any commitment or other fees payable hereunder unless and until (x) the Loan and all interest thereon has been paid in full, (y) such failure to fulfill its obligation to fund is cured and such Lender shall have paid, as and to the extent provided in this Section 2.14, to the applicable party, if any, interest on the amount of funds that such Lender failed to timely fund or (z) the Lender Debt under this Agreement shall have been declared or shall have become immediately due and payable, and until the earlier to occur of (x) or (y) above, for purposes of voting or consenting to matters with respect to the Loan Documents, such Lender shall be deemed not to be a "Lender" hereunder and such Lender's Revolving Commitment or Revolving Sublimit Commitment shall be deemed to be zero (0). No Revolving Commitment or Revolving Sublimit Commitment of any Lender shall be increased or otherwise affected by any such failure or rejection by any Lender. Any payments of principal of or interest on Lender Debt which would, but for this paragraph (e), be paid to any Lender, shall be paid to the Lenders who shall not be in default under their respective Revolving Commitments and who shall not have rejected any Revolving Commitment or any Revolving Sublimit Commitment, for application to Lender Debt or to provide Letter of Credit Cash Collateral in such manner and order (pro rata among such Lenders) as shall be determined by the Agentthereof.

AGENT'S AVAILABILITY ASSUMPTION. (a) Unless the Agent shall have been notified by any Lender by Written Notice prior to a borrowing date that such Lender does not intend to make available to the Agent such Lender's pro rata portion of any Revolving Advance which it shall be obligated to make on such date, the Agent may assume that such Lender has made such amount available to the Agent on the date for such borrowing and the Agent may, in reliance upon such assumption, make available to the applicable Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Agent by such Lender on such date of borrowing, the Agent shall be entitled to recover such corresponding amount on demand from such Lender, which demand shall be made in a reasonably prompt manner. If such Lender does not pay such corresponding amount forthwith upon the Agent's demand therefor, the Agent shall promptly notify the Lenders and the applicable Borrower and such the Borrower shall pay such corre sponding corresponding amount to the Agent on demand. (b) The Agent shall also be entitled to recover from such Lender or such the Borrower interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Agent to such the Borrower to the date such corresponding amount is recovered by the Agent, at a rate per annum equal to (x) if paid by such Lender, the cost to the Agent of funding such amount as notified in writing by the Agent to such Lender, or (y) if paid by a Borrower, the applicable rate for Base Rate Advances or Eurodollar Advances, as the case may be. (c) In the event that any Lender shall fail to fund its pro rata share of any Revolving Advance made pursuant to Section 2A.4 hereof or its letter of credit participation under Section 2A.5 2A.2 hereof, the Agent on behalf of the Issuing Lender L/C Issuer shall be entitled to recover such amount on demand from such Lender, which demand shall be made in a reasonably prompt manner. If such Lender does not pay such amount forthwith upon the Agent's demand therefor, the Agent shall notify promptly the Lenders and the Company Borrower thereof and the Company Borrower shall pay such amount to the Agent. The Agent on behalf of the Issuing Lender L/C Issuer, shall also be entitled to recover from such Lender or the CompanyBorrower, as the case may be, interest on such corresponding amount in respect of each day from the date such Revolving Advance was made, or the date such purchase was to have been made or funded, to the date such amount is recovered by the Agent, at a rate per annum equal to (x) if paid by such Lender, the cost to the Issuing Lender L/C Issuer of funding the payment of the drawing under the Letter of Credit for which the Revolving Advance was made in the case of a Revolving Advance made pursuant to Section 2A.4 or a participation purchased under Section 2A.5 2A.2 hereof, or (y) if paid by the CompanyBorrower, the applicable rate for Base Rate Advances in the case of a Revolving Advance made pursuant to Section 2A.5 hereof or a participation purchased under Section 2A.5 2A.2 hereof. (d) Nothing herein shall be deemed to relieve any Lender from its obligation to fund or purchase its pro rata share of any Revolving Advance or purchase any participation as required hereunder, or to prejudice any rights which any Borrower may have against any Lender as a result of any default by such Lender hereunder. No Lender shall be responsible for any default of any other Lender in respect of any other Lender's obligation to make its pro rata share of any Revolving Advances hereunder nor shall the Revolving Commitment of any Lender hereunder be increased as a result of such default of any other Lender. Each Lender shall be obligated to the extent provided herein regardless of the failure of any other Lender to fulfill its obligations hereunder. (e) Notwithstanding anything contained herein to the contrary, so long as any Lender shall be in default in its obligation to fund its pro rata share of any Revolving Advance (as notified to such Lender by the Agent; the Agent agreeing to use good faith efforts to give such notification promptly following the occurrence of such default) or shall have rejected any such commitment, then such Lender shall not be entitled to receive any payments of principal of or interest on its pro rata share of the Revolving Loan or its share of any commitment or other fees payable hereunder unless and until (x) the Loan and all interest thereon has been paid in full, (y) such failure to fulfill its obligation to fund is cured and such Lender shall have paid, as and to the extent provided in this Section 2.14, to the applicable party, if any, interest on the amount of funds that such Lender failed to timely fund or (z) the Lender Debt Obligations under this Agreement shall have been declared or shall have become immediately due and payable, and until the earlier to occur of (x) or (y) above, for purposes of voting or consenting to matters with respect to the Loan Documents, such Lender shall be deemed not to be a "Lender" hereunder and such Lender's Revolving Commitment or Revolving Sublimit Commitment shall be deemed to be zero (0). No Revolving Commitment or Revolving Sublimit Commitment of any Lender shall be increased or otherwise affected by any such failure or rejection by any Lender. Any payments of principal of or interest on Lender Debt Obligations which would, but for this paragraph (e), be paid to any Lender, shall be paid to the Lenders who shall not be in default under their respective Revolving Commitments and who shall not have rejected any Revolving Commitment or any Revolving Sublimit Commitment, for application to Lender Debt Obligations or to provide Letter of Credit Cash Collateral in such manner and order (pro rata among such Lenders) as shall be determined by the Agent.

AGENT'S AVAILABILITY ASSUMPTION. (a) 7.5.1. Unless the Administrative Agent shall have has been notified given written notice by any a Lender by Written Notice prior to a borrowing date an Advance Date that such Lender does not intend to make immediately available to the Administrative Agent such Lender's pro pro-rata portion share of any Revolving the Advance which it shall Administrative Agent will be obligated to make on such datethe Advance Date, the Administrative Agent may assume that such Lender has made such the required amount available to the Administrative Agent on the date for such borrowing Advance Date and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower a corresponding amount. If such corresponding amount is not in fact made immediately available to the Administrative Agent by such Lender on such date of borrowingthe Advance Date, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender, which demand shall be made in a reasonably prompt manner. If such Lender does not pay such corresponding amount forthwith (or an amount demanded 2.1) immediately upon the Administrative Agent's demand therefor, the then Administrative Agent shall promptly notify Borrower and the other Lenders and the applicable Borrower and such Borrower shall immediately pay such corre sponding corresponding amount to the Agent on demand. (b) The Administrative Agent. Administrative Agent shall also be entitled to recover recover, either from such defaulting Lender (a Defaulting Lender) or such Borrower Borrower, interest on such corresponding amount in respect of for each day from the date such corresponding amount was made available by the Administrative Agent to such Borrower to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (xi) if paid by such Lender, the cost to the Administrative Agent of funding such amount as notified in writing by at the Agent to such LenderFederal Funds Rate, or (yii) if paid by a Borrower, the applicable rate for Base Rate Advances or Eurodollar Advances, as the case may be. (c) In the event that any Lender shall fail to fund its pro rata share of any Revolving Advance made pursuant to Section 2A.4 hereof or its letter of credit participation under Section 2A.5 hereof, the Agent on behalf of the Issuing Lender shall be entitled to recover such amount on demand from such Lender, which demand shall be made in a reasonably prompt manner. If such Lender does not pay such amount forthwith upon the Agent's demand therefor, the Agent shall notify promptly the Lenders and the Company thereof and the Company shall pay such amount to the Agent. The Agent on behalf of the Issuing Lender shall also be entitled to recover from such Lender or the Company, as the case may be, interest on such corresponding amount in respect of each day question determined from the date such Revolving Advance was made, or the date such purchase was to have been made or funded, to the date such amount is recovered by the Agent, at a rate per annum equal to (x) if paid by such Lender, the cost to the Issuing Lender of funding the payment of the drawing under the Letter of Credit for which the Revolving Advance was made in the case of a Revolving Advance made pursuant to Section 2A.4 or a participation under Section 2A.5 hereof, or (y) if paid by the Company, the applicable rate for Base Rate Advances in the case of a Revolving Advance made pursuant to Section 2A.5 hereof or a participation purchased under Section 2A.5 hereof. (d) Nothing herein shall be deemed to relieve any Lender from its obligation to fund or purchase its pro rata share of any Revolving Advance or purchase any participation as required hereunder, or to prejudice any rights which any Borrower may have against any Lender as a result of any default by such Lender hereunder. No Lender shall be responsible for any default of any other Lender in respect of any other Lender's obligation to make its pro rata share of any Revolving Advances hereunder nor shall the Revolving Commitment of any Lender hereunder be increased as a result of such default of any other Lenderrequest therefor. Each Lender shall be obligated only to fund its pro-rata share of an Advance subject to the extent provided herein terms and conditions hereof, regardless of the failure of any other another Lender to fulfill its obligations hereunder. (e) Notwithstanding anything contained herein to the contrary, so long as any Lender shall be in default in its obligation to fund its pro pro-rata share thereof. In addition, the failure of any Lender to pay its pro-rata share of any Revolving such Advance (as notified to shall cause such Lender to be a Defaulting Lender and such Defaulting Lender shall, until such amount is paid to Administrative Agent (with interest at the Federal Funds Rate), (a) permit Administrative Agent the unconditional and irrevocable right of setoff against any amounts (including, without limitation, payments of principal, interest, and fees, as well as indemnity payments) received by Administrative Agent hereunder for the Agent; the Agent agreeing to use good faith efforts to give such notification promptly following the occurrence benefit of such default) or shall have rejected any such commitmentDefaulting Lender, and (b) if such failure to pay shall continue for a period of two Business Days, result in any such Defaulting Lender forfeiting any right to vote on any matter that the Required Lenders or all Lenders are permitted to vote for hereunder (and the calculation of Required Lenders shall exclude such Defaulting Lender's interest in the Lenders' Exposure); provided, however, once such a failure is cured, then such Lender shall not be entitled to receive shall, subsequent thereto, have all rights hereunder; provided, further, however, if any payments of principal of or interest on its pro rata share of the Revolving Loan or its share of any commitment or other fees payable hereunder unless and until (x) the Loan and all interest thereon has been paid in full, (y) such failure to fulfill its obligation to fund is cured and such Lender shall have paid, as and fail to make such a payment within the extent provided two Business Day period specified in this Section 2.14, to clause (b) above (other than by reason of events beyond the applicable party, if any, interest on reasonable control of such Lender) two or more times during the amount of funds that such Lender failed to timely fund or (z) the Lender Debt under this Agreement shall have been declared or shall have become immediately due and payable, and until the earlier to occur of (x) or (y) above, for purposes of voting or consenting to matters with respect to the Loan Documentsterm hereof, such Lender shall be deemed not permanently forfeit its right to be a "Lender" vote hereunder (and the calculation of Required Lenders shall exclude such Defaulting Lender's Revolving Commitment or Revolving Sublimit Commitment shall be deemed to be zero (0interest in the Lenders' Exposure). No Revolving Commitment or Revolving Sublimit Commitment of any Lender shall be increased or otherwise affected by any such failure or rejection by any Lender. Any payments of principal of or interest on Lender Debt which would, but for this paragraph (e), be paid to any Lender, shall be paid to the Lenders who shall not be in default under their respective Revolving Commitments and who shall not have rejected any Revolving Commitment or any Revolving Sublimit Commitment, for application to Lender Debt or to provide Letter of Credit Cash Collateral in such manner and order (pro rata among such Lenders) as shall be determined by the Agent.

AGENT'S AVAILABILITY ASSUMPTION. (a) Unless the The Agent shall have been notified by any may assume that each Lender by Written Notice prior to a borrowing date that such Lender does not intend to will make available to the Agent such Lender's pro rata portion of any Revolving Advance which it shall be obligated to make on such date, the Agent may assume that such Lender has made such amount Advances available to the Agent on the date for such borrowing set forth in Sections 2.4(c) and 4.4(c) hereof, and the Agent may, in reliance upon such assumption, make available to Borrower the applicable Borrower a corresponding amountamount of each requested Advance. If such corresponding amount Lender's pro rata portion of the Advances is not in fact made available to the Agent by such Lender on such date of borrowingin accordance with Sections 2.4(c) and 4.4(c) hereof, then the Agent shall be entitled to recover such corresponding amount on demand from such Lender, which demand shall be made in a reasonably prompt manner. If such Lender does not pay such corresponding amount forthwith upon the Agent's demand therefor, the Agent shall promptly notify the Lenders and the applicable Borrower and such Borrower shall pay such corre sponding amount to the Agent on demand. (b) The Agent shall also be entitled to recover from such Lender or such Borrower interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Agent to such Borrower to the date such corresponding amount is recovered by the Agent, at a rate per annum equal to (x) if paid by such Lender, the cost to the Agent of funding such amount as notified in writing by the Agent to such Lender, or (y) if paid by a Borrower, the applicable rate for Base Rate Advances or Eurodollar Advances, as the case may be. (c) In the event that any Lender shall fail to fund its pro rata share of any Revolving Advance made pursuant to Section 2A.4 hereof or its letter of credit participation under Section 2A.5 hereof, the Agent on behalf of the Issuing Lender shall be entitled to recover such amount on demand from such Lender, which demand shall be made in a reasonably prompt manner. If such Lender does not pay such amount forthwith upon the Agent's demand therefor, the Agent shall promptly notify promptly the other Lenders and the Company thereof Borrower, and the Company Borrower shall pay such amount to the Agent. . (b) The Agent on behalf of the Issuing Lender shall also be entitled to recover from such Lender or the Company, as the case may be, Borrower interest on such corresponding amount in respect of each day from the date such Revolving corresponding amount was made available by the Agent to Borrower to the date such corresponding amount is recovered by the Agent, at a rate per annum equal to (i) if paid by such Lender, the cost to the Agent of funding such amount as notified in writing by the Agent to such Lender, or (ii) if paid by Borrower, the applicable rate for Base Rate Advances or Eurodollar Advances, as the case may be. (c) In the event that any Lender shall fail to fund its pro rata share of any Advance made pursuant to Section 7.1(c) hereof or to purchase its letter of credit participation under Section 16.18 hereof, the Agent on behalf of the relevant Issuing Lender shall be entitled to recover such amount on demand from such Lender. If such Lender does not pay such amount forthwith upon the Agent's demand therefor, the Agent shall promptly notify Borrower and the other Lenders thereof and Borrower shall pay such amount to the Agent. The Agent on behalf of such Issuing Lender shall also be entitled to recover from such Lender or Borrower, as the case may be, interest on such amount in respect of each day from the date such Advance was made, made or the date such purchase was to have been made or fundedmade, as the case may be, to the date such amount is recovered by the Agent, at a rate per annum equal to (xi) if paid by such Lender, the cost to the relevant Issuing Lender of funding the payment of the drawing under the Letter of Credit for which the Revolving Advance was (or was to have been) made in the case of a Revolving an Advance made pursuant to Section 2A.4 7.1(c) hereof or a participation under Section 2A.5 16.18 hereof, as the case may be, or (yii) if paid by the CompanyBorrower, the applicable rate for Base Rate Advances in the case of a Revolving Advance made pursuant to Section 2A.5 hereof or a participation purchased under Section 2A.5 hereofAdvances. (d) Nothing herein shall be deemed to relieve any Lender from its obligation to fund or purchase its pro rata share of any Revolving Advance or purchase any participation as required hereunder, or to prejudice any rights which any Borrower may have against any Lender as a result of any default by such Lender hereunder. No Lender shall be responsible for any default of any other Lender in respect of any other Lender's obligation to make its pro rata share of any Revolving Advances hereunder hereunder, nor shall the Revolving Commitment of any Lender hereunder be increased as a result of such default of any other Lender. Each Lender shall be obligated to the extent provided herein regardless of the failure of any other Lender to fulfill its obligations hereunder. (e) Notwithstanding anything contained herein to the contrary, so long as any Lender shall be in default in its obligation to fund its pro rata share of any Revolving Advance (as notified to such Lender by the Agent; the Agent agreeing to use good faith efforts to give such notification promptly following the occurrence of such default) or shall have rejected any such commitment, then such Lender shall not be entitled to receive any payments of principal of or interest on its pro rata share of the Revolving Loan or its share of any commitment or other fees payable hereunder unless and until (x) the Loan and all interest thereon has been paid in full, (y) such failure to fulfill its obligation to fund is cured and such Lender shall have paid, as and to the extent provided in this Section 2.14, to the applicable party, if any, interest on the amount of funds that such Lender failed to timely fund or (z) the Lender Debt under this Agreement shall have been declared or shall have become immediately due and payable, and until the earlier to occur of (x) or (y) above, for purposes of voting or consenting to matters with respect to the Loan Documents, such Lender shall be deemed not to be a "Lender" hereunder and such Lender's Revolving Commitment or Revolving Sublimit Commitment shall be deemed to be zero (0). No Revolving Commitment or Revolving Sublimit Commitment of any Lender shall be increased or otherwise affected by any such failure or rejection by any Lender. Any payments of principal of or interest on Lender Debt which would, but for this paragraph (e), be paid to any Lender, shall be paid to the Lenders who shall not be in default under their respective Revolving Commitments and who shall not have rejected any Revolving Commitment or any Revolving Sublimit Commitment, for application to Lender Debt or to provide Letter of Credit Cash Collateral in such manner and order (pro rata among such Lenders) as shall be determined by the Agent.

AGENT'S AVAILABILITY ASSUMPTION. (a) Unless the Agent shall have been notified by any Lender by Written Notice prior to a borrowing date that such Lender does not intend to make available to the Agent such Lender's pro rata portion of any Revolving Advance which it shall be obligated to make on such date, the Agent may assume that such Lender has made such amount available to the Agent on the date for such borrowing and the Agent may, in reliance upon such assumption, make available to the applicable Borrower Borrowers a corresponding amount. If such corresponding amount is not in fact made available to the Agent by such Lender on such date of borrowing, the Agent shall be entitled to recover such corresponding amount on demand from such Lender, which demand shall be made in a reasonably prompt manner. If such Lender does not pay such corresponding amount forthwith upon the Agent's demand therefor, the Agent shall promptly notify the Lenders and the applicable Borrower Borrowers and such Borrower the Borrowers shall pay such corre sponding corresponding amount to the Agent on demand. (b) The Agent shall also be entitled to recover from such Lender or such the Borrower interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Agent to such Borrower the Borrowers to the date such corresponding amount is recovered by the Agent, at a rate per annum equal to (x) if paid by such Lender, the cost to the Agent of funding such amount as notified in writing by the Agent to such Lender, or (y) if paid by a BorrowerBorrowers, the applicable rate for Base Rate Advances or Eurodollar Advances, as the case may be. (c) In the event that any Lender shall fail to fund its pro rata share of any Revolving Advance made pursuant to Section 2A.4 hereof or its letter of credit participation under Section 2A.5 2A.2 hereof, the Agent on behalf of the Issuing Lender L/C Issuer shall be entitled to recover such amount on demand from such Lender, which demand shall be made in a reasonably prompt manner. If such Lender does not pay such amount forthwith upon the Agent's demand therefor, the Agent shall notify promptly the Lenders and the Company Borrowers thereof and the Company Borrowers shall pay such amount to the Agent. The Agent on behalf of the Issuing Lender L/C Issuer, shall also be entitled to recover from such Lender or the CompanyBorrowers, as the case may be, interest on such corresponding amount in respect of each day from the date such Revolving Advance was made, or the date such purchase was to have been made or funded, to the date such amount is recovered by the Agent, at a rate per annum equal to (x) if paid by such Lender, the cost to the Issuing Lender L/C Issuer of funding the payment of the drawing under the Letter of Credit for which the Revolving Advance was made in the case of a Revolving Advance made pursuant to Section 2A.4 or a participation purchased under Section 2A.5 2A.2 hereof, or (y) if paid by the CompanyBorrowers, the applicable rate for Base Rate Advances in the case of a Revolving Advance made pursuant to Section 2A.5 hereof or a participation purchased under Section 2A.5 2A.2 hereof. (d) Nothing herein shall be deemed to relieve any Lender from its obligation to fund or purchase its pro rata share of any Revolving Advance or purchase any participation as required hereunder, or to prejudice any rights which any Borrower Borrowers may have against any Lender as a result of any default by such Lender hereunder. No Lender shall be responsible for any default of any other Lender in respect of any other Lender's obligation to make its pro rata share of any Revolving Advances hereunder nor shall the Revolving Commitment of any Lender hereunder be increased as a result of such default of any other Lender. Each Lender shall be obligated to the extent provided herein regardless of the failure of any other Lender to fulfill its obligations hereunder. (e) Notwithstanding anything contained herein to the contrary, so long as any Lender shall be in default in its obligation to fund its pro rata share of any Revolving Advance (as notified to such Lender by the Agent; the Agent agreeing to use good faith efforts to give such notification promptly following the occurrence of such default) or shall have rejected any such commitment, then such Lender shall not be entitled to receive any payments of principal of or interest on its pro rata share of the Revolving Loan or its share of any commitment or other fees payable hereunder unless and until (x) the Loan and all interest thereon has been paid in full, (y) such failure to fulfill its obligation to fund is cured and such Lender shall have paid, as and to the extent provided in this Section 2.14, to the applicable party, if any, interest on the amount of funds that such Lender failed to timely fund or (z) the Lender Debt Obligations under this Agreement shall have been declared or shall have become immediately due and payable, and until the earlier to occur of (x) or (y) above, for purposes of voting or consenting to matters with respect to the Loan Documents, such Lender shall be deemed not to be a "Lender" hereunder and such Lender's Revolving Commitment or Revolving Sublimit Commitment shall be deemed to be zero (0). No Revolving Commitment or Revolving Sublimit Commitment of any Lender shall be increased or otherwise affected by any such failure or rejection by any Lender. Any payments of principal of or interest on Lender Debt Obligations which would, but for this paragraph (e), be paid to any Lender, shall be paid to the Lenders who shall not be in default under their respective Revolving Commitments and who shall not have rejected any Revolving Commitment or any Revolving Sublimit Commitment, for application to Lender Debt Obligations or to provide Letter of Credit Cash Collateral in such manner and order (pro rata among such Lenders) as shall be determined by the Agent.

AGENT'S AVAILABILITY ASSUMPTION. (a) Unless Subject to the provisions of ------------------------------- (S)2.14(b) hereof, unless the Agent or a Fronting Bank, as applicable, shall have been notified by any Lender by Written Notice prior to a borrowing date that such Lender does not intend to make available to the Agent or the Fronting Bank such Lender's pro rata portion of any Revolving Advance Loan which it shall be obligated to make on such datedate or, with respect to the Fronting Bank, on the date required pursuant to (S)12.14(c) hereof, the Agent and the Fronting Bank may assume that such Lender has made such amount available to the Agent on the date for such borrowing (or will make such amount available to the Fronting Bank in accordance with the provisions of (S)12.14(c)) and the Agent and the Fronting Bank may, in reliance upon such assumption, make available to the applicable Borrower Borrowers a corresponding amount. If such corresponding amount is not in fact made available to the Agent by such Lender on such date of borrowing, the Agent shall be entitled to recover such corresponding amount on demand from such Lender, which demand shall be made in a reasonably prompt manner. If such Lender does not pay such corresponding amount forthwith upon the Agent's demand therefor, the Agent shall promptly notify the other Lenders and the applicable Borrower Borrowers, and such Borrower the Borrowers shall pay such corre sponding corresponding amount to the Agent on demandAgent. (b) The Agent shall also be entitled to recover from such Lender or such Borrower the Borrowers interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Agent to such Borrower the Borrowers to the date such corresponding amount is recovered by the Agent, at a rate per annum equal to (x) if paid by such Lender, the cost to the Agent of funding such amount as notified in writing by the Agent to such Lender, ; or (y) if paid by a Borrowerthe Borrowers, the applicable rate for Base Rate Advances Advances, LIBOR Advances, or Eurodollar Multicurrency Advances, as the case may be. (c) In the event that any Lender shall fail to fund its pro rata share of any Revolving Advance Loan made pursuant to Section 2A.4 (S)3.2 hereof or to purchase its letter of credit participation under Section 2A.5 (S)3.5 hereof, the Agent on behalf of the relevant Issuing Lender shall be entitled to recover such amount on demand from such Lender, which demand shall be made in a reasonably prompt manner. If such Lender does not pay such amount forthwith upon the Agent's demand therefor, the Agent shall promptly notify promptly the Lenders Borrowers and the Company other Lenders thereof and the Company Borrowers shall pay such amount to the Agent. The Agent on behalf of the such Issuing Lender shall also be entitled to recover from such Lender or the CompanyBorrowers, as the case may be, interest on such corresponding amount in respect of each day from the date such Revolving Advance Loan was made, made or the date such purchase was to have been made or fundedmade, as the case may be, to the date such amount is recovered by the Agent, at a rate per annum equal to (x) if paid by such Lender, the cost to the relevant Issuing Lender of funding the payment of the drawing under the Letter of Credit for which the such Revolving Advance Loan was (or was to have been) made in the case of a Revolving Advance Loan made pursuant to Section 2A.4 (S)3.2 hereof or a participation under Section 2A.5 (S)3.5 hereof, as the case may be, or (y) if paid by the CompanyBorrowers, the applicable rate for Base Rate Advances in the case of a Revolving Advance made pursuant to Section 2A.5 hereof or a participation purchased under Section 2A.5 hereofAdvances. (d) In the event that any Lender shall fail to purchase its participation in any Revolving Loan made, or Letter of Credit issued, by a Fronting Bank in accordance with (S)12.14(c) hereof, the Agent on behalf of the relevant Fronting Bank shall be entitled to recover such amount on demand from such Lender. If such Lender does not pay such amount forthwith upon the Agent's demand therefor, the Agent shall promptly notify the Borrowers and the other Lenders thereof and the Borrowers shall pay such amount to the Agent and the Agent shall forthwith remit such amount to the relevant Fronting Bank. The Agent on behalf of such Fronting Bank shall also be entitled to recover from such Lender or the Borrowers, as the case may be, interest on such amount in respect of each day from the date such purchase was to have been made to the date such amount is recovered by the Agent, at a rate per annum equal to (x) if paid by such Lender, the Federal Funds Rate, or (y) if paid by the Borrowers, the applicable rate for Base Rate Advances. (e) Nothing herein shall be deemed to relieve any Lender from its obligation to fund or purchase its pro rata share of any Revolving Advance Loan or to purchase any participation as required hereunder, or to prejudice any rights which any Borrower the Borrowers may have against any Lender as a result of any default by such Lender hereunder. No Lender shall be responsible for any default of any other Lender in respect of any other Lender's obligation to make its pro rata share of any Revolving Advances Loans hereunder nor shall the Revolving Commitment of any Lender hereunder be increased as a result of such default of any other Lender. Each Lender shall be obligated to the extent provided herein regardless of the failure of any other Lender to fulfill its obligations hereunder. (e) Notwithstanding anything contained herein to the contrary, so long as any Lender shall be in default in its obligation to fund its pro rata share of any Revolving Advance (as notified to such Lender by the Agent; the Agent agreeing to use good faith efforts to give such notification promptly following the occurrence of such default) or shall have rejected any such commitment, then such Lender shall not be entitled to receive any payments of principal of or interest on its pro rata share of the Revolving Loan or its share of any commitment or other fees payable hereunder unless and until (x) the Loan and all interest thereon has been paid in full, (y) such failure to fulfill its obligation to fund is cured and such Lender shall have paid, as and to the extent provided in this Section 2.14, to the applicable party, if any, interest on the amount of funds that such Lender failed to timely fund or (z) the Lender Debt under this Agreement shall have been declared or shall have become immediately due and payable, and until the earlier to occur of (x) or (y) above, for purposes of voting or consenting to matters with respect to the Loan Documents, such Lender shall be deemed not to be a "Lender" hereunder and such Lender's Revolving Commitment or Revolving Sublimit Commitment shall be deemed to be zero (0). No Revolving Commitment or Revolving Sublimit Commitment of any Lender shall be increased or otherwise affected by any such failure or rejection by any Lender. Any payments of principal of or interest on Lender Debt which would, but for this paragraph (e), be paid to any Lender, shall be paid to the Lenders who shall not be in default under their respective Revolving Commitments and who shall not have rejected any Revolving Commitment or any Revolving Sublimit Commitment, for application to Lender Debt or to provide Letter of Credit Cash Collateral in such manner and order (pro rata among such Lenders) as shall be determined by the Agent.