Common use of Assumption by Agent Clause in Contracts

Assumption by Agent. Subject to the provisions of SECTION 10.8 and notwithstanding the occurrence or continuance of a Default or Event of Default or other failure of any condition to the making of Revolving Credit Loans hereunder, unless Agent shall have received notice from a Lender in accordance with the provisions of SECTION 10.8 prior to a proposed borrowing date that such Lender will not make available to Agent such Lender's ratable portion of the amount to be borrowed on such date, Agent may assume that such Lender will make such portion available to Agent in accordance with SECTION 1.2, and Agent may, in reliance upon such assumption, make available to Borrower on such date a corresponding amount. If and to the extent such Lender shall not make such ratable portion available to Agent, such Lender and Borrower severally agree to repay to Agent forthwith on demand (provided Borrower shall be entitled to a five-day grace period) such corresponding amount (the "Make-Whole Amount"), together with interest thereon for each day from the date such amount is made available to Borrower until the date such amount is repaid to Agent at the interest rate selected by Borrower with respect to such Revolving Credit Advance or, if lower, the Maximum Lawful Rate; PROVIDED, HOWEVER, if on the interest payment date next following the date on which any Lender pays interest to Agent on a Make-Whole Amount as aforesaid, Borrower default in making the interest payment due, then Agent shall reimburse such Lender for the excess, if any, of the amount of interest so paid by such Lender on the Make-Whole Amount over the amount of interest that such Lender would have paid had such Lender been required to pay interest on the Make-Whole Amount at the Prime Option. If such Lender shall repay to Agent such corresponding amount, the amount so repaid shall constitute such Lender's Commitment Percentage of the Loan made on such borrowing date for purposes of this Agreement. The failure of any Lender to make its Commitment Percentage of any Loan available shall not (without regard to whether Borrower shall have returned the amount thereof to Agent in accordance with this SECTION 1) relieve it or any other Lender of its obligation, if any, hereunder to make its Commitment Percentage of such Loan available on such borrowing date, but no Lender shall be responsible for the failure of any other Lender to make its Commitment Percentage of such Loan available on the borrowing date.

Assumption by Agent. Subject to the provisions of SECTION 10.8 3.8 and notwithstanding the occurrence or continuance of a Default or Event of Default or other failure of any condition to the making of Loans under the Revolving Credit Loans hereunderFacility hereunder subsequent to the Initial Loans, unless the Agent shall have received notice from a Lender in accordance with the provisions of SECTION 10.8 3.7(c) prior to a proposed borrowing Borrowing date that such Lender will not make available to the Agent such Lender's ratable portion Proportionate Share of the amount Revolving Credit Loan to be borrowed on such date, the Agent may assume that such Lender will make such portion Proportionate Share available to the Agent in accordance with SECTION 1.22.2(a), and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent such Lender shall not make such ratable portion Proportionate Share available to the Agent, such Lender and the Borrower severally agree to repay to the Agent forthwith on demand (provided Borrower shall be entitled to a five-day grace period) such corresponding amount (the "Make-Whole Amount")amount, together with interest thereon for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent (i) by the Borrower, at the interest rate selected by Borrower with respect to such Revolving Credit Advance Effective Interest Rate or, if lower, subject to SECTION 3.1(f), the Maximum Lawful Rate; PROVIDED, HOWEVER, if on the interest payment date next following the date on which any Lender pays interest to Agent on a Make-Whole Amount as aforesaid, Borrower default in making the interest payment due, then Agent shall reimburse such Lender for the excess, if any, of the amount of interest so paid Rate or (ii) by such Lender on the Make-Whole Amount over the amount of interest that such Lender would have paid had such Lender been required to pay interest on the Make-Whole Amount Lender, at the Prime OptionFederal Funds Effective Rate. If such Lender shall repay to the Agent such corresponding amount, the amount so repaid shall constitute such Lender's Commitment Percentage Proportionate Share of the Loan made on such borrowing Borrowing date for purposes of this Agreement. The failure of any Lender to make its Commitment Percentage Proportionate Share of any Loan available shall not (without regard to whether a Borrower shall have returned the amount thereof to the Agent in accordance with this SECTION 13.7) relieve it or any other Lender of its obligation, if any, hereunder to make its Commitment Percentage Proportionate Share of such the Loan available on such borrowing Borrowing date, but no Lender shall be responsible for the failure of any other Lender to make its Commitment Percentage Proportionate Share of such a Loan available on the borrowing Borrowing date.

Assumption by Agent. Subject to the provisions of SECTION 10.8 Section 4.7 and notwithstanding the occurrence or continuance of a Default or Event of Default or other failure of any condition to the making of Revolving Credit Loans hereunderAdvances hereunder subsequent to the Advances to be made on the Effective Date, unless the Agent shall have received notice from a Lender in accordance with the provisions of SECTION 10.8 Section 4.6(c) prior to a proposed borrowing date that such Lender will not make available to the Agent such Lender's ratable portion of the amount to be borrowed on such date, the Agent may assume that such Lender will make such portion available to the Agent in accordance with SECTION 1.2Section 2.2(b), and the Agent may, in reliance upon such assumption, make available to Borrower the Borrowers on such date a corresponding amount. If and to the extent such Lender shall not make such ratable portion available to the Agent, such Lender and Borrower the Borrowers severally agree to repay to the Agent forthwith on demand (provided Borrower shall be entitled to a five-day grace period) such corresponding amount (the "Make-Whole Amount"), together with interest thereon for each day from the date such amount is made available to Borrower the Borrowers until the date such amount is repaid to the Agent at the interest rate selected by Borrower with respect to such Revolving Credit Advance Effective Interest Rate or, if lower, subject to Section 4.1(e), the Maximum Lawful Rate; PROVIDED, HOWEVER, if on the interest payment date next following the date on which any Lender pays interest to Agent on a Make-Whole Amount as aforesaid, Borrower default in making the interest payment due, then Agent shall reimburse such Lender for the excess, if any, of the amount of interest so paid by such Lender on the Make-Whole Amount over the amount of interest that such Lender would have paid had such Lender been required to pay interest on the Make-Whole Amount at the Prime Option. If such Lender shall repay to the Agent such corresponding amount, the amount so repaid shall constitute such Lender's Commitment Percentage of the Loan Advance made on such borrowing date for purposes of this Agreement. The failure of any Lender to make available its Commitment Percentage of any Loan available Advance shall not (without regard to whether Borrower the Borrowers shall have returned the amount thereof to the Agent in accordance with this SECTION 1Section 4.6) relieve it or any other Lender of its obligation, if any, hereunder to make its Commitment Percentage of such Loan Advance available on such borrowing date, but no Lender shall be responsible for the failure of any other Lender to make available its Commitment Percentage of such Loan available Advance on the borrowing date.

Assumption by Agent. Subject to the provisions of SECTION 10.8 Section 4.7 and notwithstanding the occurrence or continuance of a Default or Event of Default or other failure of any condition to the making of Revolving Credit Loans hereunderhereunder subsequent to the Revolving Credit Loans to be made on the Effective Date, unless the Agent shall have received notice from a Lender in accordance with the provisions of SECTION 10.8 Section 4.7(c) prior to a proposed borrowing date that such Lender will not make available to the Agent such Lender's ratable portion of the amount to be borrowed on such date, the Agent may assume that such Lender will make such portion available to the Agent in accordance with SECTION 1.2Section 2.2(a), and the Agent may, in reliance upon such assumption, make available to Borrower the Borrowers on such date a corresponding amount. If and to the extent such Lender shall not make such ratable portion available to the Agent, such Lender and Borrower the Borrowers severally agree to repay to the Agent forthwith on demand (provided Borrower the Borrowers shall be entitled to a five-day grace period) such corresponding amount (the "Make-Whole Amount"), together with interest thereon for each day from the date such amount is made available to Borrower the Borrowers until the date such amount is repaid to the Agent at the interest rate selected by Borrower with respect to such Revolving Credit Advance Effective Interest Rate or, if lower, subject to Section 4.1(c), the Maximum Lawful Rate; PROVIDEDprovided, HOWEVERhowever, if on the interest payment date Interest Payment Date next following the date on which any Lender pays interest to the Agent at the Effective Rate or the Maximum Rate on a Make-Whole Amount as aforesaid, Borrower the Borrowers default in making the interest payment duedue on such Interest Payment Date, then the Agent shall reimburse such Lender for the excess, if any, of the amount of interest so paid by such Lender on the Make-Whole Amount over the amount of interest that such Lender would have paid had such the Lender been required to pay interest on the Make-Whole Amount at the Prime Option. If such Lender shall repay to the Agent such corresponding amount, the amount so repaid shall constitute such Lender's Commitment Percentage of the Loan made on such borrowing date for purposes of this Agreement. The failure of any Lender to make its Commitment Percentage of any Loan available shall not (without regard to whether Borrower the Borrowers shall have returned the amount thereof to the Agent in accordance with this SECTION 1Section 4.6) relieve it or any other Lender of its obligation, if any, hereunder to make its Commitment Percentage of such Loan available on such borrowing date, but no Lender shall be responsible for the failure of any other Lender to make its Commitment Percentage of such Loan available on the borrowing date.

Assumption by Agent. Subject to the provisions of SECTION 10.8 4.8 and notwithstanding the occurrence or continuance of a Default or Event of Default or other failure of any condition to the making of Revolving Credit Loans hereunderhereunder subsequent to the Loans to be made on the Effective Date, unless the Agent shall have received notice from a Lender the Required Lenders in accordance with the provisions of SECTION 10.8 4.7(C) (and such notice shall have become effective) prior to a proposed borrowing date that such Lender Lenders will not make available to the Agent such Lender's ratable Lenders' Ratable portion of the amount to be borrowed on such date, the Agent may assume that such each Lender will make such portion available to the Agent in accordance with SECTION 1.22.2(A), and the Agent may, in reliance upon such assumption, make available to Borrower the Borrowers on such date a corresponding amount. If and to the extent such any Lender shall not make such ratable Ratable portion available to the Agent, such Lender and Borrower the Borrowers severally agree to repay to the Agent forthwith on demand (provided Borrower shall be entitled to a five-day grace period) such corresponding amount (the "Make-Whole Amount")amount, together with interest thereon for each day from the date such amount is made available to Borrower the Borrowers until the date such amount is repaid to the Agent at the interest rate selected by Borrower with respect to such Revolving Credit Advance Effective Interest Rate or, if lower, subject to SECTION 4.1(F), the Maximum Lawful Rate; PROVIDED, HOWEVER, if on the interest payment date next following the date on which any Lender pays interest to Agent on a Make-Whole Amount as aforesaid, Borrower default in making the interest payment due, then Agent shall reimburse such Lender for the excess, if any, of the amount of interest so paid by such Lender on the Make-Whole Amount over the amount of interest that such Lender would have paid had such Lender been required to pay interest on the Make-Whole Amount at the Prime Option. If such Lender shall repay to the Agent such corresponding amount, the amount so repaid shall constitute such Lender's Commitment Percentage of the Loan made on such borrowing date for purposes of this Agreement. The failure of any Lender to make its Commitment Percentage of any Loan available shall not (without regard to whether Borrower the Borrowers shall have returned the amount thereof to the Agent in accordance with this SECTION 14.7) relieve it or any other Lender of its obligation, if any, hereunder to make its Commitment Percentage of such Loan available on such borrowing date, but no Lender shall be responsible for the failure of any other Lender to make its Commitment Percentage of such Loan available on the borrowing date.

Assumption by Agent. Subject to the provisions of SECTION 10.8 4.8 and notwithstanding the occurrence or continuance of a Default or Event of Default or other failure of any condition to the making of Revolving Credit Loans hereunderhereunder subsequent to the Initial Loans, unless the Agent shall have received notice from a Lender in accordance with the provisions of SECTION 10.8 prior to a proposed borrowing Borrowing date that such Lender will not make available to the Agent such Lender's ratable portion Proportionate Share of the amount Loan to be borrowed on such date, the Agent may assume that such Lender will make such portion Proportionate Share available to the Agent in accordance with SECTION 1.22.2(a), and the Agent may, in reliance upon such assumption, make available to Borrower the Borrowers on such date a corresponding amount. If and to the extent such a Lender shall not make such ratable portion its Proportionate Share of any Loan available to the Agent, and the Agent has made a corresponding amount available to the Borrowers, such Lender Lender, on the one hand, and Borrower the Borrowers, jointly and severally on the other hand, severally agree to repay to the Agent forthwith on demand (provided Borrower shall be entitled to a five-day grace period) such corresponding amount (the "Make-Whole Amount"), together with interest thereon for each day from the date such amount is made available to Borrower the Borrowers until the date such amount is repaid to the Agent at (i) the interest rate selected Federal Funds Effective Rate if repaid by Borrower with respect to such Revolving Credit Advance the Lender or (ii) the Effective Interest Rate or, if lower, subject to SECTION 4.1(f), the Maximum Lawful Rate; PROVIDED, HOWEVER, if on repaid by the interest payment date next following the date on which any Lender pays interest to Agent on a Make-Whole Amount as aforesaid, Borrower default in making the interest payment due, then Agent shall reimburse such Lender for the excess, if any, of the amount of interest so paid by such Lender on the Make-Whole Amount over the amount of interest that such Lender would have paid had such Lender been required to pay interest on the Make-Whole Amount at the Prime OptionBorrowers. If such Lender shall repay to the Agent such corresponding amount, the amount so repaid shall constitute such Lender's Commitment Percentage Proportionate Share of the Loan made on such borrowing Borrowing date for purposes of this Agreement. The Agent shall not be required to make any Loan as to which it shall have received notice by a Lender of such Lender's intention not to make its Ratable Share of such Loan available to the Agent. The failure of any Lender to make its Commitment Percentage Proportionate Share of any Loan available shall not (without regard to whether Borrower the Borrowers shall have returned the amount thereof to the Agent in accordance with this SECTION 14.7) relieve it or any other Lender of its obligation, if any, hereunder to make its Commitment Percentage Proportionate Share of such the Loan available on such borrowing Borrowing date, but no Lender shall be responsible for the failure of any other Lender to make its Commitment Percentage Proportionate Share of such a Loan available on the borrowing Borrowing date.

Assumption by Agent. Subject to the provisions of SECTION 10.8 Section 4.8 and notwithstanding the occurrence or continuance of a Default or Event of Default or other failure of any condition to the making of Revolving Credit Loans hereunderhereunder subsequent to the Effective Date, unless the Agent shall have received notice from a Lender in accordance with the provisions of SECTION 10.8 Section 4.7(c) prior to a proposed borrowing date that such Lender will not make available to the Agent such Lender's ratable portion of such Revolving Credit Loan, the amount to be borrowed on such date, Agent may assume that such Lender will make such portion Loan available to the Agent in accordance with SECTION 1.2Section 2.2(a), and the Agent may, in reliance upon such assumption, make available to Borrower the Borrowers on such date a corresponding amount. If and to the extent such Lender shall not make such ratable portion its Loan available to the Agent, such Lender Lender, on the one hand, and Borrower the Borrowers, jointly and severally, on the other, severally agree to repay to the Agent forthwith on demand (provided Borrower shall be entitled to a five-day grace period) such corresponding amount (the "Make-Whole Amount"), together with interest thereon for each day from the date such amount is made available to Borrower the Borrowers until the date such amount is repaid to the Agent at the interest rate selected by Borrower with respect to such Revolving Credit Advance Effective Interest Rate or, if lower, subject to Section 4.1(e), the Maximum Lawful Rate; PROVIDEDprovided, HOWEVERhowever, that if on the interest payment date Interest Payment Date next following the date on which any Lender pays interest to the Agent at the Effective Rate or the Maximum Rate on a Make-Whole Amount as aforesaid, Borrower the Borrowers default in making the interest payment duedue on such Interest Payment Date, then the Agent shall reimburse such Lender for the excess, if any, of the amount of interest so paid by such Lender on the Make-Whole Amount over and the amount of interest that such Lender would have paid had such the Lender been required to pay interest on the Make-Whole Amount at the Prime OptionFederal Funds Effective Rate. If such Lender shall repay to the Agent such corresponding amount, the amount so repaid shall constitute such Lender's Commitment Percentage of the Loan made on such borrowing date for purposes of this Agreement. The failure of any Lender to make its Commitment Percentage of any Loan available shall not (without regard to whether a Borrower shall have returned the amount thereof to the Agent in accordance with this SECTION 1Section 4.7) relieve it or any other Lender of its obligation, if any, hereunder to make its Commitment Percentage of such Loan available on such borrowing date, but no Lender shall be responsible for the failure of any other Lender to make its Commitment Percentage of such Loan available on the borrowing date.

Assumption by Agent. Subject to the provisions of SECTION 10.8 Section 4.8 and notwithstanding the occurrence or continuance of a Default or Event of Default or other failure of any condition to the making of Loans under the Revolving Credit Loans Facility hereunder, unless the Administrative Agent shall have received notice from a Lender in accordance with the provisions of SECTION 10.8 Section 4.7(c) prior to a proposed borrowing Borrowing date that such Lender will not make available to the Administrative Agent such Lender's ratable portion ’s Proportionate Share of the amount Revolving Credit Loan to be borrowed on such date, the Administrative Agent may assume that such Lender will make such portion Proportionate Share available to the Administrative Agent in accordance with SECTION 1.2Section 2.2(a), and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent such Lender shall not make such ratable portion Proportionate Share available to the Administrative Agent, such Lender and the Borrower severally agree to repay to the Administrative Agent forthwith on demand (provided Borrower shall be entitled to a five-day grace period) such corresponding amount (the "Make-Whole Amount"), together with interest thereon for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent at the interest rate selected by Borrower with respect to such Revolving Credit Advance Effective Interest Rate or, if lower, subject to Section 4.1(f), the Maximum Lawful Rate if repaid by the Borrower or at the Federal Funds Effective Rate; PROVIDED, HOWEVER, if on the interest payment date next following the date on which any Lender pays interest to Agent on a Make-Whole Amount as aforesaid, Borrower default in making the interest payment due, then Agent shall reimburse such Lender for the excess, if any, of the amount of interest so paid by such Lender on the Make-Whole Amount over the amount of interest that such Lender would have paid had such Lender been required to pay interest on the Make-Whole Amount at the Prime OptionLender. If such Lender shall repay to the Administrative Agent such corresponding amount, the amount so repaid shall constitute such Lender's Commitment Percentage ’s Proportionate Share of the Loan made on such borrowing Borrowing date for purposes of this Agreement. The failure of any Lender to make its Commitment Percentage Proportionate Share of any Loan available shall not (without regard to whether the Borrower shall have returned the amount thereof to the Administrative Agent in accordance with this SECTION 1Section 4.7) relieve it or any other Lender of its obligation, if any, hereunder to make its Commitment Percentage Proportionate Share of such the Loan available on such borrowing Borrowing date, but no Lender shall be responsible for the failure of any other Lender to make its Commitment Percentage Proportionate Share of such a Loan available on the borrowing Borrowing date.

Assumption by Agent. Subject to the provisions of SECTION Section 10.8 and notwithstanding the occurrence or continuance of a Default or Event of Default or other failure of any condition to the making of Revolving Credit Loans hereunder, unless Agent shall have received notice from a Lender in accordance with the provisions of SECTION Section 10.8 prior to a proposed borrowing date that such Lender will not make available to Agent such Lender's ratable portion of the amount to be borrowed on such date, Agent may assume that such Lender will make such portion available to Agent in accordance with SECTION Section 1.2, and Agent may, in reliance upon such assumption, make available to Borrower on such date a corresponding amount. If and to the extent such Lender shall not make such ratable portion available to Agent, such Lender and Borrower severally agree to repay to Agent forthwith on demand (provided Borrower shall be entitled to a five-day grace period) such corresponding amount (the "Make-Whole Amount"), together with interest thereon for each day from the date such amount is made available to Borrower until the date such amount is repaid to Agent at the interest rate selected by Borrower with respect to such Revolving Credit Advance or, if lower, the Maximum Lawful Rate; PROVIDEDprovided, HOWEVERhowever, if on the interest payment date next following the date on which any Lender pays interest to Agent on a Make-Whole Amount as aforesaid, Borrower default defaults in making the interest payment due, then Agent shall reimburse such Lender for the excess, if any, of the amount of interest so paid by such Lender on the Make-Whole Amount over the amount of interest that such Lender would have paid had such Lender been required to pay interest on the Make-Whole Amount at the Prime Rate Option. If such Lender shall repay to Agent such corresponding amount, the amount so repaid shall constitute such Lender's Commitment Percentage of the Loan made on such borrowing date for purposes of this Agreement. The failure of any Lender to make its Commitment Percentage of any Loan available shall not (without regard to whether Borrower shall have returned the amount thereof to Agent in accordance with this SECTION Section 1) relieve it or any other Lender of its obligation, if any, hereunder to make its Commitment Percentage of such Loan available on such borrowing date, but no Lender shall be responsible for the failure of any other Lender to make its Commitment Percentage of such Loan available on the borrowing date.

Assumption by Agent. Subject to the provisions of SECTION 10.8 5.10 and notwithstanding the occurrence or continuance of a Default or Event of Default or other failure of any condition to the making of Revolving Credit Loans hereunderhereunder subsequent to the Revolving Credit Loans to be made on the Effective Date, unless Agent shall have received notice from a Lender in accordance with the provisions of SECTION 10.8 5.9(c) prior to a proposed borrowing date that such Lender will not make available to Agent such Lender's ratable portion of the amount to be borrowed on such date, Agent may assume that such Lender will make such portion available to Agent in accordance with SECTION 1.22.2(a), and Agent may, in reliance upon such assumption, make available to Borrower on such date a corresponding amount. If and to the extent such Lender shall not make such ratable portion available to Agent, such Lender and Borrower severally agree to repay to Agent forthwith on demand (provided Borrower shall be entitled to a five-day grace period) such corresponding amount (the "Make-Whole Amount")amount, together with interest thereon for each day from the date such amount is made available to Borrower until the date such amount is repaid to Agent at a rate equal to the interest rate selected by Borrower with respect to such Revolving Credit Advance or, if lower, lesser of the Effective Interest Rate or the Maximum Lawful Rate; PROVIDED, HOWEVER, if on the interest payment date next following the date on which any Lender pays interest to Agent on a Make-Whole Amount as aforesaid, Borrower default in making the interest payment due, then Agent shall reimburse such Lender for the excess, if any, of the amount of interest so paid by such Lender on the Make-Whole Amount over the amount of interest that such Lender would have paid had such Lender been required to pay interest on the Make-Whole Amount at the Prime Option. If such Lender shall repay to Agent such corresponding amount, the amount so repaid shall constitute such Lender's Commitment Percentage of the Loan made on such borrowing date for purposes of this Agreement. The failure of any Lender to make its Commitment Percentage of any Loan available shall not (without regard to whether Borrower shall have returned the amount thereof to Agent in accordance with this SECTION 15.9) relieve it or any other Lender of its obligation, if any, hereunder to make its Commitment Percentage of such Loan available on such borrowing date, but no Lender shall be responsible for the failure of any other Lender to make its Commitment Percentage of such Loan available on the borrowing date.

Assumption by Agent. Subject to the provisions of SECTION 10.8 5.8 and notwithstanding the occurrence or continuance of a Default or Event of Default or other failure of any condition to the making of Revolving Credit Loans hereunderhereunder subsequent to the Loans to be made on the Effective Date, unless the Agent shall have received notice from a Lender in accordance with the provisions of SECTION 10.8 5.7(C) prior to a proposed borrowing date that such Lender will not make available to the Agent such Lender's ratable portion Revolving Credit Loan as part of the amount Borrowing to be borrowed made on such date, the Agent may assume that such Lender will make such portion Loan available to the Agent in accordance with SECTION 1.22.2(A), and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent such Lender shall not make such ratable portion Loan available to the Agent, such Lender and the Borrower severally agree to repay to the Agent forthwith on demand (provided Borrower shall be entitled to a five-day grace period) such corresponding amount (the "Make-Whole Amount")amount, together with interest thereon for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent at the interest rate selected by Borrower with respect to such Revolving Credit Advance Effective Interest Rate or, if lower, subject to SECTION 5.1(F), the Maximum Lawful Rate; PROVIDED, HOWEVER, if on the interest payment date next following the date on which any Lender pays interest to Agent on a Make-Whole Amount as aforesaid, Borrower default in making the interest payment due, then Agent shall reimburse such Lender for the excess, if any, of the amount of interest so paid by such Lender on the Make-Whole Amount over the amount of interest that such Lender would have paid had such Lender been required to pay interest on the Make-Whole Amount at the Prime Option. If such Lender shall repay to the Agent such corresponding amount, the amount so repaid shall constitute such Lender's Commitment Percentage of the Revolving Credit Loan made on such borrowing date for purposes of this Agreement. The failure of any Lender to make its Commitment Percentage of any Loan available shall not (without regard to whether a Borrower shall have returned the amount thereof to the Agent in accordance with this SECTION 15.7) relieve it or any other Lender of its obligation, if any, hereunder to make its Commitment Percentage Loan available as part of such Loan available on such borrowing dateBorrowing, but no Lender shall be responsible for the failure of any other Lender to make its Commitment Percentage of such Loan available on the borrowing datesuch Borrowing.

Assumption by Agent. Subject to the provisions of SECTION 10.8 5.8 and notwithstanding the occurrence or continuance of a Default or Event of Default or other failure of any condition to the making of Revolving Credit Loans hereunderhereunder subsequent to the Loans to be made on the Effective Date, unless the Agent shall have received notice from a Lender the Required Lenders in - 45 - accordance with the provisions of SECTION 10.8 5.7(C) prior to a proposed borrowing date that such Lender the Lenders will not make available to the Agent such Lender's their ratable portion of the amount to be borrowed on such date, the Agent may assume that such Lender the Lenders will make such portion available to the Agent in accordance with SECTION 1.22.2(A), and the Agent may, in reliance upon such assumption, make available to Borrower the Borrowers on such date a corresponding amount. If and to the extent such any Lender shall not make such ratable portion available to the Agent, such Lender and Borrower the Borrowers severally agree to repay to the Agent forthwith on demand (provided Borrower shall be entitled to a five-day grace period) such corresponding amount (the "Make-Whole Amount")amount, together with interest thereon for each day from the date such amount is made available to Borrower the Borrowers until the date such amount is repaid to the Agent at the interest rate selected by Borrower with respect to such Revolving Credit Advance Effective Interest Rate or, if lower, subject to SECTION 5.1(F), the Maximum Lawful Rate; PROVIDED, HOWEVER, if on the interest payment date next following the date on which any Lender pays interest to Agent on a Make-Whole Amount as aforesaid, Borrower default in making the interest payment due, then Agent shall reimburse such Lender for the excess, if any, of the amount of interest so paid by such Lender on the Make-Whole Amount over the amount of interest that such Lender would have paid had such Lender been required to pay interest on the Make-Whole Amount at the Prime Option. If such Lender shall repay to the Agent such corresponding amount, the amount so repaid shall constitute such Lender's Commitment Percentage of the Loan made on such borrowing date for purposes of this Agreement. The failure of any Lender to make its Commitment Percentage of any Loan available shall not (without regard to whether Borrower the Borrowers shall have returned the amount thereof to the Agent in accordance with this SECTION 15.7) relieve it or any other Lender of its obligation, if any, hereunder to make its Commitment Percentage of such Loan available on such borrowing date, but no Lender shall be responsible for the failure of any other Lender to make its Commitment Percentage of such Loan available on the borrowing date.

Assumption by Agent. Subject to the provisions of SECTION 10.8 4.8 and notwithstanding the occurrence or continuance of a Default or Event of Default or other failure of any condition to the making of Revolving Credit Loans hereunderhereunder subsequent to the Loans to be made on the Effective Date, unless the Agent shall have received notice from a Lender the Required Lenders in accordance with the provisions of SECTION 10.8 4.7(c) prior to a proposed borrowing date that such Lender the Lenders will not make available to the Agent such Lender's Lenders' ratable portion of the amount to be borrowed on such date, the Agent may assume that such Lender the Lenders will make such portion available to the Agent in accordance with SECTION 1.22.2(a), and the Agent may, in reliance upon such assumption, make available to Borrower the Borrowers on such date a corresponding amount. If and to the extent such any Lender shall not make such ratable portion available to the Agent, such Lender and Borrower the Borrowers severally agree to repay to the Agent forthwith on demand (provided Borrower shall be entitled to a five-day grace period) such corresponding amount (the "Make-Whole Amount")amount, together with interest thereon for each day from the date such amount is made available to Borrower the Borrowers until the date such amount is repaid to the Agent at the interest rate selected by Borrower with respect to such Revolving Credit Advance Effective Interest Rate or, if lower, subject to SECTION 4.1(e), the Maximum Lawful Rate; PROVIDED, HOWEVER, if on the interest payment date next following the date on which any Lender pays interest to Agent on a Make-Whole Amount as aforesaid, Borrower default in making the interest payment due, then Agent shall reimburse such Lender for the excess, if any, of the amount of interest so paid by such Lender on the Make-Whole Amount over the amount of interest that such Lender would have paid had such Lender been required to pay interest on the Make-Whole Amount at the Prime Option. If such Lender shall repay to the Agent such corresponding amount, the amount so repaid shall constitute such Lender's Commitment Percentage of the Loan made on such borrowing date for purposes of this Agreement. The failure of any Lender to make its Commitment Percentage of any Loan available shall not (without regard to whether Borrower the Borrowers shall have returned the amount thereof to the Agent in accordance with this SECTION 14.7) relieve it or any other Lender of its obligation, if any, hereunder to make its Commitment Percentage of such Loan available on such borrowing date, but no Lender shall be responsible for the failure of any other Lender to make its Commitment Percentage of such Loan available on the borrowing date.

Assumption by Agent. Subject to the provisions of SECTION 10.8 4.7 and notwithstanding the occurrence or continuance of a Default or Event of Default or other failure of any condition to the making of Revolving Credit Loans hereunderAdvances hereunder subsequent to the Advances to be made on the Effective Date, unless the Agent shall have received notice from a Lender in accordance with the provisions of SECTION 10.8 4.6(C) prior to a proposed borrowing date that such Lender will not make available to the Agent such Lender's ratable portion of the amount to be borrowed on such date, the Agent may assume that such Lender will make such portion available to the Agent in accordance with SECTION 1.22.2(A), and the Agent may, in reliance upon such assumption, make available to Borrower the Borrowers on such date a corresponding amount. If and to the extent such Lender shall not make such ratable portion available to the Agent, such Lender and Borrower the Borrowers severally agree to repay to the Agent forthwith on demand (provided Borrower shall be entitled to a five-day grace period) such corresponding amount (the "Make-Whole Amount"), together with interest thereon for each day from the date such amount is made available to Borrower the Borrowers until the date such amount is repaid to the Agent at the interest rate selected by Borrower with respect to such Revolving Credit Advance Effective Interest Rate or, if lower, subject to SECTION 4.1(C), the Maximum Lawful Rate; PROVIDED, HOWEVER, if on the interest payment date next following the date on which any Lender pays interest to Agent on a Make-Whole Amount as aforesaid, Borrower default in making the interest payment due, then Agent shall reimburse such Lender for the excess, if any, of the amount of interest so paid by such Lender on the Make-Whole Amount over the amount of interest that such Lender would have paid had such Lender been required to pay interest on the Make-Whole Amount at the Prime Option. If such Lender shall repay to the Agent such corresponding amount, the amount so repaid shall constitute such Lender's Commitment Percentage of the Loan Advance made on such borrowing date for purposes of this Agreement. The failure of any Lender to make available its Commitment Percentage of any Loan available Advance shall not (without regard to whether Borrower the Borrowers shall have returned the amount thereof to the Agent in accordance with this SECTION 14.6) relieve it or any other Lender of its obligation, if any, hereunder to make its Commitment Percentage of such Loan Advance available on such borrowing date, but no Lender shall be responsible for the failure of any other Lender to make available its Commitment Percentage of such Loan available Advance on the borrowing date.

Assumption by Agent. Subject to the provisions of SECTION 10.8 Section 4.7 and notwithstanding the occurrence or continuance of a Default or Event of Default or other failure of any condition to the making of Revolving Credit Loans hereunderhereunder subsequent to the Loans to be made on the Effective Date, unless the Agent shall have received notice from a Lender in accordance with the provisions of SECTION 10.8 Section 4.6(c) prior to a proposed borrowing date that such Lender will not make available to the Agent such Lender's ratable portion of the amount to be borrowed on such date, the Agent may assume that such Lender will make such portion available to the Agent in accordance with SECTION 1.2Section 2.2(a), and the Agent may, in reliance upon such assumption, make available to Borrower the Borrowers on such date a corresponding amount. If and to the extent such Lender shall not make such ratable portion available to the Agent, such Lender and Borrower the Borrowers severally agree to repay to the Agent forthwith on demand (provided Borrower the Borrowers shall be entitled to a five-day grace period) such corresponding amount (the "Make-Whole Amount"), together with interest thereon for each day from the date such amount is made available to Borrower the Borrowers until the date such amount is repaid to the Agent at the interest rate selected by Borrower with respect to such Revolving Credit Advance Effective Interest Rate or, if lower, subject to Section 4.1(c), the Maximum Lawful Rate; PROVIDEDprovided, HOWEVERhowever, if on the interest payment date Interest Payment Date next following the date on which any Lender pays interest to the Agent at the Effective Rate or the Maximum Rate on a Make-Whole Amount as aforesaid, Borrower the Borrowers default in making the interest payment duedue on such Interest Payment Date, then the Agent shall reimburse such Lender for the excess, if any, of the amount of interest so paid by such Lender on the Make-Whole Amount over the amount of interest that such Lender would have paid had such the Lender been required to pay interest on the Make-Whole Amount at the Prime Option. If such Lender shall repay to the Agent such corresponding amount, the amount so repaid shall constitute such Lender's Commitment Percentage of the Loan made on such borrowing date for purposes of this Agreement. The failure of any Lender to make its Commitment Percentage of any Loan available shall not (without regard to whether Borrower the Borrowers shall have returned the amount thereof to the Agent in accordance with this SECTION 1Section 4.6) relieve it or any other Lender of its obligation, if any, hereunder to make its Commitment Percentage of such Loan available on such borrowing date, but no Lender shall be responsible for the failure of any other Lender to make its Commitment Percentage of such Loan available on the borrowing date.

Assumption by Agent. Subject to the provisions of SECTION 10.8 Section 5.10 and notwithstanding the occurrence or continuance of a Default or Event of Default or other failure of any condition to the making of Revolving Credit Loans hereunderhereunder subsequent to the Revolving Credit Loans to be made on the Effective Date, unless Agent shall have received notice from a Lender in accordance with the provisions of SECTION 10.8 Section 5.9(c) prior to a proposed borrowing date that such Lender will not make available to Agent such Lender's ratable portion of the amount to be borrowed on such date, Agent may assume that such Lender will make such portion available to Agent in accordance with SECTION 1.2Section 2.2(a), and Agent may, in reliance upon such assumption, make available to Borrower on such date a corresponding amount. If and to the extent such Lender shall not make such ratable portion available to Agent, such Lender and Borrower severally agree to repay to Agent forthwith on demand (provided Borrower shall be entitled to a five-day grace period) such corresponding amount (the "Make-Whole Amount")amount, together with interest thereon for each day from the date such amount is made available to Borrower until the date such amount is repaid to Agent at the interest rate selected by Borrower with respect to such Revolving Credit Advance Effective Interest Rate or, if lower, subject to Section 5.2(f), the Maximum Lawful Rate; PROVIDED, HOWEVER, if on the interest payment date next following the date on which any Lender pays interest to Agent on a Make-Whole Amount as aforesaid, Borrower default in making the interest payment due, then Agent shall reimburse such Lender for the excess, if any, of the amount of interest so paid by such Lender on the Make-Whole Amount over the amount of interest that such Lender would have paid had such Lender been required to pay interest on the Make-Whole Amount at the Prime Option. If such Lender shall repay to Agent such corresponding amount, the amount so repaid shall constitute such Lender's Commitment Percentage of the Loan made on such borrowing date for purposes of this Agreement. The failure of any Lender to make its Commitment Percentage of any Loan available shall not (without regard to whether Borrower shall have returned the amount thereof to Agent in accordance with this SECTION 1Section 5.9) relieve it or any other Lender of its obligation, if any, hereunder to make its Commitment Percentage of such Loan available on such borrowing date, but no Lender shall be responsible for the failure of any other Lender to make its Commitment Percentage of such Loan available on the borrowing date.

Assumption by Agent. Subject to the provisions of SECTION 10.8 4.7 and notwithstanding the occurrence or continuance of a Default or Event of Default or other failure of any condition to the making of Revolving Credit Loans hereunderAdvances hereunder subsequent to the Advances to be made on the Effective Date, unless the Agent shall have received notice from a Lender in accordance with the provisions of SECTION 10.8 4.6(C) prior to a proposed borrowing date that such Lender will not make available to the Agent such Lender's ratable portion of the amount to be borrowed on such date, the Agent may assume that such Lender will make such portion available to the Agent in accordance with SECTION 1.22.2(B), and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent such Lender shall not make such ratable portion available to the Agent, such Lender and the Borrower severally agree to repay to the Agent forthwith on demand (provided Borrower shall be entitled to a five-day grace period) such corresponding amount (the "Make-Whole Amount"), together with interest thereon for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent at the interest rate selected by Borrower with respect to such Revolving Credit Advance Effective Interest Rate or, if lower, subject to SECTION 4.1(C), the Maximum Lawful Rate; PROVIDED, HOWEVER, if on the interest payment date next following the date on which any Lender pays interest to Agent on a Make-Whole Amount as aforesaid, Borrower default in making the interest payment due, then Agent shall reimburse such Lender for the excess, if any, of the amount of interest so paid by such Lender on the Make-Whole Amount over the amount of interest that such Lender would have paid had such Lender been required to pay interest on the Make-Whole Amount at the Prime Option. If such Lender shall repay to the Agent such corresponding amount, the amount so repaid shall constitute such Lender's Commitment Percentage of the Loan Advance made on such borrowing date for purposes of this Agreement. The failure of any Lender to make available its Commitment Percentage of any Loan available Advance shall not (without regard to whether the Borrower shall have returned the amount thereof to the Agent in accordance with this SECTION 14.6) relieve it or any other Lender of its obligation, if any, hereunder to make its Commitment Percentage of such Loan Advance available on such borrowing date, but no Lender shall be responsible for the failure of any other Lender to make available its Commitment Percentage of such Loan available Advance on the borrowing date.

Assumption by Agent. Subject to the provisions of SECTION 10.8 5.7 and notwithstanding the occurrence or continuance of a Default or Event of Default or other failure of any condition to the making of Revolving Credit Loans hereunderhereunder subsequent to the Effective Date, unless the Agent shall have received notice from a Lender in accordance with the provisions of SECTION 10.8 5.7(C) prior to a proposed borrowing date that such Lender will not make available to the Agent such Lender's ratable portion of the amount to be borrowed on such date, the Agent may assume that such Lender will make such portion available to the Agent in accordance with SECTION 1.22.2(A), and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent such Lender shall not make such ratable portion available to the Agent, such Lender and the Borrower severally agree to repay to the Agent forthwith on demand (provided Borrower shall be entitled to a five-day grace period) such corresponding amount (the "Make-Whole Amount"), together with interest thereon for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent at the interest rate selected Effective Interest Rate (if paid by Borrower with respect to the Borrower) or the Federal Funds Effective Rate (if paid by such Revolving Credit Advance orLender) or (in either case), if lower, the Maximum Lawful Rate; PROVIDED, HOWEVER, if on the interest payment date next following the date on which any Lender pays interest to Agent on a Make-Whole Amount Rate as aforesaid, Borrower default defined in making the interest payment due, then Agent shall reimburse such Lender for the excess, if any, of the amount of interest so paid by such Lender on the Make-Whole Amount over the amount of interest that such Lender would have paid had such Lender been required to pay interest on the Make-Whole Amount at the Prime OptionSECTION 5.1(D). If such Lender shall repay to the Agent such corresponding amount, the amount so repaid shall constitute such Lender's Commitment Percentage of the Loan made on such borrowing date for purposes of this Agreement. The failure of any Lender to make its Commitment Percentage of any Loan available shall not (without regard to whether a Borrower shall have returned the amount thereof to the Agent in accordance with this SECTION 15.7) relieve it or any other Lender of its obligation, if any, hereunder to make its Commitment Percentage of such Loan available on such borrowing date, but no Lender shall be responsible for the failure of any other Lender to make its Commitment Percentage of such Loan available on the borrowing date.

Assumption by Agent. Subject to the provisions of SECTION 10.8 Section 4.8 and notwithstanding the occurrence or continuance of a Default or Event of Default or other failure of any condition to the making of Loans under the Revolving Credit Loans hereunderFacility hereunder subsequent to the Initial Loans, unless the Administrative Agent shall have received notice from a Lender in accordance with the provisions of SECTION 10.8 Section 4.7(c) prior to a proposed borrowing Borrowing date that such Lender will not make available to the Administrative Agent such Lender's ratable portion Proportionate Share of the amount Revolving Credit Loan to be borrowed on such date, the Administrative Agent may assume that such Lender will make such portion Proportionate Share available to the Administrative Agent in accordance with SECTION 1.2Section 2.2(a), and the Administrative Agent may, in reliance upon such assumption, make available to Borrower the Borrowers on such date a corresponding amount. If and to the extent such Lender shall not make such ratable portion Proportionate Share available to the Administrative Agent, such Lender and Borrower the Borrowers severally agree to repay to the Administrative Agent forthwith on demand (provided Borrower shall be entitled to a five-day grace period) such corresponding amount (the "Make-Whole Amount"), together with interest thereon for each day from the date such amount is made available to Borrower the Borrowers until the date such amount is repaid to the Administrative Agent at the interest rate selected by Borrower with respect to such Revolving Credit Advance Effective Interest Rate or, if lower, subject to Section 4.1(f), the Maximum Lawful Rate if repaid by the Borrowers or at the Federal Funds Effective Rate; PROVIDED, HOWEVER, if on the interest payment date next following the date on which any Lender pays interest to Agent on a Make-Whole Amount as aforesaid, Borrower default in making the interest payment due, then Agent shall reimburse such Lender for the excess, if any, of the amount of interest so paid by such Lender on the Make-Whole Amount over the amount of interest that such Lender would have paid had such Lender been required to pay interest on the Make-Whole Amount at the Prime OptionLender. If such Lender shall repay to the Administrative Agent such corresponding amount, the amount so repaid shall constitute such Lender's Commitment Percentage Proportionate Share of the Loan made on such borrowing Borrowing date for purposes of this Agreement. The failure of any Lender to make its Commitment Percentage Proportionate Share of any Loan available shall not (without regard to whether a Borrower shall have returned the amount thereof to the Administrative Agent in accordance with this SECTION 1Section 4.7) relieve it or any other Lender of its obligation, if any, hereunder to make its Commitment Percentage Proportionate Share of such the Loan available on such borrowing Borrowing date, but no Lender shall be responsible for the failure of any other Lender to make its Commitment Percentage Proportionate Share of such a Loan available on the borrowing Borrowing date.

Assumption by Agent. Subject to the provisions of SECTION 10.8 Section 4.8 and notwithstanding the occurrence or continuance of a Default or Event of Default or other failure of any condition to the making of Revolving Credit Loans hereunderhereunder subsequent to the Loans to be made on the Effective Date, unless the Agent shall have received notice from a Lender the Required Lenders in accordance with the provisions of SECTION 10.8 Section 4.7(c) (and such notice shall have become effective) prior to a proposed borrowing date that such Lender Lenders will not make available to the Agent such Lender's ratable Lenders' Ratable portion of the amount to be borrowed on such date, the Agent may assume that such each Lender will make such portion available to the Agent in accordance with SECTION 1.2Section 2.2(a) and 2.6, and the Agent may, in reliance upon such assumption, make available to Borrower the Borrowers on such date a corresponding amount. If and to the extent such any Lender shall not make such ratable Ratable portion available to the Agent, such Lender and Borrower the Borrowers severally agree to repay to the Agent forthwith on demand (provided Borrower shall be entitled to a five-day grace period) such corresponding amount (the "Make-Whole Amount")amount, together with interest thereon for each day from the date such amount is made available to Borrower the Borrowers until the date such amount is repaid to the Agent at the interest rate selected by Borrower with respect to such Revolving Credit Advance Effective Interest Rate or, if lower, subject to Section 4.1(f), the Maximum Lawful Rate; PROVIDED, HOWEVER, if on the interest payment date next following the date on which any Lender pays interest to Agent on a Make-Whole Amount as aforesaid, Borrower default in making the interest payment due, then Agent shall reimburse such Lender for the excess, if any, of the amount of interest so paid by such Lender on the Make-Whole Amount over the amount of interest that such Lender would have paid had such Lender been required to pay interest on the Make-Whole Amount at the Prime Option. If such Lender shall repay to the Agent such corresponding amount, the amount so repaid shall constitute such Lender's Commitment Percentage of the Loan made on such borrowing date for purposes of this Agreement. The failure of any Lender to make its Commitment Percentage of any Loan available shall not (without regard to whether Borrower the Borrowers shall have returned the amount thereof to the Agent in accordance with this SECTION 1Section 4.7) relieve it or any other Lender of its obligation, if any, hereunder to make its Commitment Percentage of such Loan available on such borrowing date, but no Lender shall be responsible for the failure of any other Lender to make its Commitment Percentage of such Loan available on the borrowing date.

Assumption by Agent. Subject to the provisions of SECTION 10.8 Section 4.8 and notwithstanding the occurrence or continuance of a Default or Event of Default or other failure of any condition to the making of Revolving Credit Loans hereunderhereunder subsequent to the Effective Date, unless the Agent shall have received notice from a Lender in accordance with the provisions of SECTION 10.8 Section 4.7(c) prior to a proposed borrowing date that such Lender will not make available to the Agent such Lender's ratable portion of such Revolving Credit Loan, the amount to be borrowed on such date, Agent may assume that such Lender will make such portion Loan available to the Agent in accordance with SECTION 1.2Section 2.2(a), and the Agent may, in reliance upon such assumption, make available to Borrower the Borrowers on such date a corresponding amount. If and to the extent such Lender shall not make such ratable portion its Loan available to the Agent, such Lender Lender, on the one hand, and Borrower the Borrowers, jointly and severally, on the other, severally agree to repay to the Agent forthwith on demand (provided Borrower shall be entitled to a five-day grace period) such corresponding amount (the "Make-Whole Amount"), together with interest thereon for each day from the date such amount is made available to Borrower the Borrowers until the date such amount is repaid to the Agent at the interest rate selected by Borrower with respect to such Revolving Credit Advance Effective Interest Rate or, if lower, subject to Section 4.1(e), the Maximum Lawful Rate; PROVIDEDprovided, HOWEVERhowever, that if on the interest payment date Interest Payment Date next following the date on which any Lender pays interest to the Agent at the Effective Rate or the Maximum Rate on a Make-Whole Amount as aforesaid, Borrower the Borrowers default in making the interest payment duedue on such Interest Payment Date, then the Agent shall reimburse such Lender for the excess, if any, of the amount of interest so paid by such Lender on the Make-Whole Amount over and the amount of interest that such Lender would have paid had such the Lender been required to pay interest on the Make-Whole Amount at the Prime Option. Federal Funds Effective Rate If such Lender shall repay to the Agent such corresponding amount, the amount so repaid shall constitute such Lender's Commitment Percentage of the Loan made on such borrowing date for purposes of this Agreement. The failure of any Lender to make its Commitment Percentage of any Loan available shall not (without regard to whether a Borrower shall have returned the amount thereof to the Agent in accordance with this SECTION 1Section 4.7) relieve it or any other Lender of its obligation, if any, hereunder to make its Commitment Percentage of such Loan available on such borrowing date, but no Lender shall be responsible for the failure of any other Lender to make its Commitment Percentage of such Loan available on the borrowing date.

Assumption by Agent. Subject to the provisions of SECTION 10.8 4.8 and notwithstanding the occurrence or continuance of a Default or Event of Default or other failure of any condition to the making of Revolving Credit Loans hereunderhereunder subsequent to the Revolving Credit Loans to be made on the Effective Date, unless the Agent shall have received notice from a Lender the Required Lenders in accordance with the provisions of SECTION 10.8 4.7(C) prior to a proposed borrowing date that such Lender the Lenders will not make available to the Agent such Lender's their ratable portion of the amount to be borrowed on such date, the Agent may assume that such Lender the Lenders will make such portion available to the Agent in accordance with SECTION 1.22.2(A), and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent such any Lender shall not make such ratable portion available to the Agent, such Lender and the Borrower severally agree to repay to the Agent forthwith on demand (provided Borrower shall be entitled to a five-day grace period) such corresponding amount (the "Make-Whole Amount")amount, together with interest thereon for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent at the interest rate selected by Borrower with respect to such Revolving Credit Advance Effective Interest Rate or, if lower, subject to SECTION 4.1(D)(IV), the Maximum Lawful Rate; PROVIDED, HOWEVER, if on the interest payment date next following the date on which any Lender pays interest to Agent on a Make-Whole Amount as aforesaid, Borrower default in making the interest payment due, then Agent shall reimburse such Lender for the excess, if any, of the amount of interest so paid by such Lender on the Make-Whole Amount over the amount of interest that such Lender would have paid had such Lender been required to pay interest on the Make-Whole Amount at the Prime Option. If such Lender shall repay to the Agent such corresponding amount, the amount so repaid shall constitute such Lender's Commitment Percentage of the Loan made on such borrowing date for purposes of this Agreement. The failure of any Lender to make its Commitment Percentage of any Loan available shall not (without regard to whether the Borrower shall have returned the amount thereof to the Agent in accordance with this SECTION 14.7) relieve it or any other Lender of its obligation, if any, hereunder to make its Commitment Percentage of such Loan available on such borrowing date, but no Lender shall be responsible for the failure of any other Lender to make its Commitment Percentage of such Loan available on the borrowing date.

Assumption by Agent. Subject to the provisions of SECTION 10.8 4.8 and notwithstanding the occurrence or continuance of a Default or Event of Default or other failure of any condition to the making of Revolving Credit Loans hereunderhereunder subsequent to the Loans to be made on the Effective Date, unless the Agent shall have received notice from a Lender the Required Lenders in accordance with the provisions -40- of SECTION 10.8 4.7(C) (and such notice shall have become effective) prior to a proposed borrowing date that such Lender Lenders will not make available to the Agent such Lender's ratable Lenders' Ratable portion of the amount to be borrowed on such date, the Agent may assume that such each Lender will make such portion available to the Agent in accordance with SECTION 1.22.2(A), and the Agent may, in reliance upon such assumption, make available to Borrower the Borrowers on such date a corresponding amount. If and to the extent such any Lender shall not make such ratable Ratable portion available to the Agent, such Lender and Borrower the Borrowers severally agree to repay to the Agent forthwith on demand (provided Borrower shall be entitled to a five-day grace period) such corresponding amount (the "Make-Whole Amount")amount, together with interest thereon for each day from the date such amount is made available to Borrower the Borrowers until the date such amount is repaid to the Agent at the interest rate selected by Borrower with respect to such Revolving Credit Advance Effective Interest Rate or, if lower, subject to SECTION 4.1(F), the Maximum Lawful Rate; PROVIDED, HOWEVER, if on the interest payment date next following the date on which any Lender pays interest to Agent on a Make-Whole Amount as aforesaid, Borrower default in making the interest payment due, then Agent shall reimburse such Lender for the excess, if any, of the amount of interest so paid by such Lender on the Make-Whole Amount over the amount of interest that such Lender would have paid had such Lender been required to pay interest on the Make-Whole Amount at the Prime Option. If such Lender shall repay to the Agent such corresponding amount, the amount so repaid shall constitute such Lender's Commitment Percentage of the Loan made on such borrowing date for purposes of this Agreement. The failure of any Lender to make its Commitment Percentage of any Loan available shall not (without regard to whether Borrower the Borrowers shall have returned the amount thereof to the Agent in accordance with this SECTION 14.7) relieve it or any other Lender of its obligation, if any, hereunder to make its Commitment Percentage of such Loan available on such borrowing date, but no Lender shall be responsible for the failure of any other Lender to make its Commitment Percentage of such Loan available on the borrowing date.

Assumption by Agent. Subject to the provisions of SECTION 10.8 Section 4.8 and notwithstanding the occurrence or continuance of a Default or Event of Default or other failure of any condition to the making of Revolving Credit Loans hereunderhereunder subsequent to the Loans to be made on the Effective Date, unless the Agent shall have received notice from a Lender the Required Lenders in accordance with the provisions of SECTION 10.8 Section 4.7(c) prior to a proposed borrowing date that such Lender the Lenders will not make available to the Agent such Lender's Lenders' ratable portion of the amount to be borrowed on such date, the Agent may assume that such Lender the Lenders will make such portion available to the Agent in accordance with SECTION 1.2Section 2.2(a), and the Agent may, in reliance upon such assumption, make available to Borrower the Borrowers on such date a corresponding amount. If and to the extent such any Lender shall not make such ratable portion available to the Agent, such Lender and Borrower the Borrowers severally agree to repay to the Agent forthwith on demand (provided Borrower shall be entitled to a five-day grace period) such corresponding amount (the "Make-Whole Amount")amount, together with interest thereon for each day from the date such amount is made available to Borrower the Borrowers until the date such amount is repaid to the Agent at the interest rate selected by Borrower with respect to such Revolving Credit Advance Effective Interest Rate or, if lower, subject to Section 4.1(e), the Maximum Lawful Rate; PROVIDED, HOWEVER, if on the interest payment date next following the date on which any Lender pays interest to Agent on a Make-Whole Amount as aforesaid, Borrower default in making the interest payment due, then Agent shall reimburse such Lender for the excess, if any, of the amount of interest so paid by such Lender on the Make-Whole Amount over the amount of interest that such Lender would have paid had such Lender been required to pay interest on the Make-Whole Amount at the Prime Option. If such Lender shall repay to the Agent such corresponding amount, the amount so repaid shall constitute such Lender's Commitment Percentage of the Loan made on such borrowing date for purposes of this Agreement. The failure of any Lender to make its Commitment Percentage of any Loan available shall not (without regard to whether Borrower the Borrowers shall have returned the amount thereof to the Agent in accordance with this SECTION 1Section 4.7) relieve it or any other Lender of its obligation, if any, hereunder to make its Commitment Percentage of such Loan available on such borrowing date, but no Lender shall be responsible for the failure of any other Lender to make its Commitment Percentage of such Loan available on the borrowing date.

Assumption by Agent. Subject to the provisions of SECTION 10.8 3.8 and notwithstanding the occurrence or continuance of a Default or Event of Default or other failure of any condition to the making of Revolving Credit Loans hereunderhereunder subsequent to the Revolving Credit Loans to be made on the Effective Date, unless the Agent shall have received notice from a Lender the Required Lenders in accordance with the provisions of SECTION 10.8 3.7(c) prior to a proposed borrowing date that such Lender Lenders will not make available to the Agent such Lender's Lenders' ratable portion of the amount to be borrowed on such date, the Agent may assume that such Lender the Lenders will make such portion available to the Agent in accordance with SECTION 1.22A.2, and the Agent may, in reliance upon such assumption, make available to Borrower the Borrowers on such date a corresponding amount. If and to the extent such any Lender shall not make such ratable portion available to the Agent, such Lender and Borrower the Borrowers severally agree to repay to the Agent forthwith on demand (provided Borrower shall be entitled to a five-day grace period) such corresponding amount (the "Make-Whole Amount")amount, together with interest thereon for each day from the date such amount is made available to Borrower the Borrowers until the date such amount is repaid to the Agent at the interest rate selected by Borrower with respect to such Revolving Credit Advance Effective Interest Rate or, if lower, subject to SECTION 3.1(f), the Maximum Lawful Rate; PROVIDED, HOWEVER, if on the interest payment date next following the date on which any Lender pays interest to Agent on a Make-Whole Amount as aforesaid, Borrower default in making the interest payment due, then Agent shall reimburse such Lender for the excess, if any, of the amount of interest so paid by such Lender on the Make-Whole Amount over the amount of interest that such Lender would have paid had such Lender been required to pay interest on the Make-Whole Amount at the Prime Option. If such Lender shall repay to the Agent such corresponding amount, the amount so repaid shall constitute such Lender's Commitment Percentage of the Loan made on such borrowing date for purposes of this Agreement. The failure of any Lender to make its Commitment Percentage of any Loan available shall not (without regard to whether Borrower the Borrowers shall have returned the amount thereof to the Agent in accordance with this SECTION 13.7) relieve it or any other Lender of its obligation, if any, hereunder to make its Commitment Percentage of such Loan available on such borrowing date, but no Lender shall be responsible for the failure of any other Lender to make its Commitment Percentage of such Loan available on the borrowing date.. -35- 42

Assumption by Agent. Subject to the provisions of SECTION 10.8 Section 5.8 and notwithstanding the occurrence or continuance of a Default or Event of Default or other failure of any condition to the making of Revolving Credit Loans hereunderhereunder subsequent to the Revolving Credit Loans to be made on the Effective Date, unless the Agent shall have received notice from a Lender the Required Lenders in accordance with the provisions of SECTION 10.8 Section 5.7(c) prior to a proposed borrowing date that such Lender the Lenders will not make available to the Agent such Lender's Lenders' ratable portion of the amount to be borrowed on such date, the Agent may assume that such Lender the Lenders will make such portion available to the Agent in accordance with SECTION 1.2Section 2.2(a), and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent such any Lender shall not make such ratable portion available to the Agent, such Lender and the Borrower severally agree to repay to the Agent forthwith on demand (provided Borrower shall be entitled to a five-day grace period) such corresponding amount (the "Make-Whole Amount")amount, together with interest thereon for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent at the interest rate selected by Borrower with respect to such Revolving Credit Advance Effective Interest Rate or, if lower, subject to Section 5.1(f), the Maximum Lawful Rate; PROVIDED, HOWEVER, if on the interest payment date next following the date on which any Lender pays interest to Agent on a Make-Whole Amount as aforesaid, Borrower default in making the interest payment due, then Agent shall reimburse such Lender for the excess, if any, of the amount of interest so paid by such Lender on the Make-Whole Amount over the amount of interest that such Lender would have paid had such Lender been required to pay interest on the Make-Whole Amount at the Prime Option. If such Lender shall repay to the Agent such corresponding amount, the amount so repaid shall constitute such Lender's Commitment Percentage of the Loan made on such borrowing date for purposes of this Agreement. The failure of any Lender to make its Commitment Percentage of any Revolving Credit Loan available shall not (without regard to whether the Borrower shall have returned the amount thereof to the Agent in accordance with this SECTION 1Section 5.7) relieve it or any other Lender of its obligation, if any, hereunder to make its Commitment Percentage of such Revolving Credit Loan available on such borrowing date, but no Lender shall be responsible for the failure of any other Lender to make its Commitment Percentage of such Revolving Credit Loan available on the borrowing date.