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

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

Availability of Lender's Pro Rata Share. Agent may assume that each Revolving Lender will make its Pro Rata Share of each Revolving Credit Advance available to Agent on each funding date unless Agent has received prior written notice from such Lender that it does not intend to make its Pro Rata Share of a Loan because all or any of the conditions set forth in Section 3.2 have not been satisfieddate. If such Pro Rata Share is not, in fact, paid to Agent by such Revolving Lender when due, Agent will be entitled to recover such amount on demand from such Revolving Lender without setoff, counterclaim or deduction of any kind. If any Revolving Lender fails to pay the amount of its Pro Rata Share forthwith upon Agent’s demand, Agent shall promptly notify Borrower Representative and Borrowers Borrower shall promptly (and, in any event, within one (1) Business Day after receipt of such notice) repay such amount to Agent within three (3) Business Days of such demandAgent. Nothing in this Section 10.8(b9.9(b) or elsewhere in this Agreement or the other Loan Documents shall be deemed to require Agent to advance funds on behalf of any Revolving Lender or to relieve any Revolving Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Borrowers Borrower may have against any Revolving Lender as a result of any default by such Revolving Lender hereunder. Unless Agent has received prior written notice from a Lender that it does not intend to make its Pro Rata Share of each Loan available to Agent because all or any of the conditions set forth in Section 3.2 have not been satisfied to To the extent that Agent advances funds to any Borrower on behalf of any Revolving Lender and is not reimbursed therefor on the same Business Day as such Advance is made, Agent shall be entitled to retain for its account all interest accrued on such Advance until reimbursed by such the applicable Revolving Lender.

Availability of Lender's Pro Rata Share. (i) Unless Agent shall have received notice from a Lender prior to a Funding Date that such Lender will not make available its Pro Rata Share of an Advance requested by Borrower, Agent may assume that each such Lender will make such amount available to Agent on the Business Day following the next Settlement Date. If a Lender does not in fact make its Pro Rata Share of each Revolving Credit Advance available to the Agent on each funding date unless Agent has received prior written notice from such date, then such Lender that it does not intend agrees to make its Pro Rata Share of a Loan because all or any of the conditions set forth in Section 3.2 have not been satisfied. If such Pro Rata Share is not, in fact, paid pay to Agent by such Lender when due, Agent will be entitled to recover forthwith on demand such amount on demand (without duplication of amounts received from such Lender Borrower pursuant to Section 2.5(b)) without setoffset-off, counterclaim or deduction of any kind, together with interest thereon, for each day from and including the date such amount was to have been made available to Borrower to but excluding the date of payment to Agent, at the then prevailing federal funds rate as most recently announced from time to time by the Federal Reserve Board. If Until any such amount (with interest thereon as aforesaid) is paid to Agent, Agent shall not be obligated to remit to such defaulting Lender fails any payment made by Borrower to pay the amount of Agent with respect to any Loan or any fees or other payments with respect thereto nor shall Agent be obligated to remit to such defaulting Lender its Pro Rata Share forthwith upon Agent’s demand, Agent shall promptly notify Borrower Representative of Collections and Borrowers shall repay such amount to Agent within three other proceeds in respect of Collateral. (3ii) Business Days of such demand. Nothing contained in this Section 10.8(b2.3(d) or elsewhere in this Agreement or the other Loan Documents shall will be deemed to require Agent to advance funds on behalf of any Lender or 32 to relieve any a Lender from of its obligation to fulfill its Commitments hereunder commitments or to prejudice any rights that Borrowers Agent or Borrower may have against any such Lender as a result of any such default by such Lender hereunder. Unless Agent has received prior written notice from a Lender that it does not intend to make its Pro Rata Share of each Loan available to Agent because all or any of the conditions set forth in Section 3.2 have not been satisfied to the extent that Agent advances funds to any Borrower on behalf of any Lender and is not reimbursed therefor on the same Business Day as such Advance is made, Agent shall be entitled to retain for its account all interest accrued on such Advance until reimbursed by such Lenderunder this Agreement.

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

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

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

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

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

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

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

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

Availability of Lender's Pro Rata Share. Agent may assume that each Revolving Lender will make its Pro Rata Share of each Revolving Credit Advance available to Agent on each funding date unless Agent has received prior written notice from such Lender that it does not intend to make its Pro Rata Share of a Loan because all or any of the conditions set forth in Section 3.2 have not been satisfieddate. If such Pro Rata Share is not, in fact, paid to Agent by such Revolving Lender when due, Agent will be entitled to recover such amount on demand from such Revolving Lender without setoff, counterclaim or deduction of any kind. If any Revolving Lender fails to pay the amount of its Pro Rata Share forthwith upon Agent’s 's demand, Agent shall promptly notify Borrower Representative and Borrowers Borrower shall promptly (and, in any event, within one (1) Business Day after receipt of such notice) repay such amount to Agent within three (3) Business Days of such demandAgent. Nothing in this Section 10.8(b9.9(b) or elsewhere in this Agreement or the other Loan Documents shall be deemed to require Agent to advance funds on behalf of any Revolving Lender or to relieve any Revolving Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Borrowers Borrower may have against any Revolving Lender as a result of any default by such Revolving Lender hereunder. Unless Agent has received prior written notice from a Lender that it does not intend to make its Pro Rata Share of each Loan available to Agent because all or any of the conditions set forth in Section 3.2 have not been satisfied to To the extent that Agent advances funds to any Borrower on behalf of any Revolving Lender and is not reimbursed therefor on the same Business Day as such Advance is made, Agent shall be entitled to retain for its account all interest accrued on such Advance until reimbursed by such the applicable Revolving Lender.

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

Availability of Lender's Pro Rata Share. (1) Unless Agent may assume that each Lender will make its Pro Rata Share of each Revolving Credit Advance available to Agent on each funding date unless Agent has shall have received prior written notice from a Lender prior to a Funding Date that such Lender that it does will not intend to make available its Pro Rata Share of a Loan because all or any of requested by Borrower, Agent may assume that such Lender has made such amount available to Agent on the conditions set forth in Section 3.2 have not been satisfiedBusiness Day following the next Settlement Date. If such a Lender has not in fact made its Pro Rata Share is notavailable to the Agent on such date (any such Lender a "Defaulting Lender"), in fact, paid then the Defaulting Lender and Borrower severally agree to pay to Agent by such Lender when due, Agent will be entitled to recover forthwith on demand such amount on demand from such Lender without setoffset-off, counterclaim or deduction of any kind. If any , together with interest thereon, for each day from and including the date such amount is made available to Agent by Borrower or such Defaulting Lender fails to pay but excluding the amount date of its Pro Rata Share forthwith upon payment to Agent’s demand, at (a) in the case of the Defaulting Lender, the greater of the Federal Funds Effective Rate and a rate determined by Agent in accordance with banking industry rules on interbank compensation or (b) in the case of Borrower, the interest rate applicable under this Agreement with respect to such Loan. (2) Agent shall promptly notify not be obligated to transfer to a Defaulting Lender any payment made by Borrower Representative and Borrowers shall repay such amount to Agent within three or any amount otherwise received by Agent for application to the Obligations nor shall Defaulting Lender be entitled to the sharing of any interest, fees or other payments hereunder until full payment is made to Agent in the manner described above. (3) Business Days For purposes of voting or consenting to matters with respect to the Loan Documents, a Defaulting Lender shall be deemed not to be a "Lender" and such demand. Nothing in this Section 10.8(b) or elsewhere in this Agreement or the other Loan Documents Defaulting Lender's Commitments and outstanding Loans shall be deemed to require be zero until full payment is made to Agent in the manner described above. (4) Without limiting the generality of the foregoing, each Lender shall be obligated to advance funds on behalf of any Lender or to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Borrowers may have against any Lender as a result of any default by such Lender hereunder. Unless Agent has received prior written notice from a Lender that it does not intend to make fund its Pro Rata Share of each any Revolving Loan available to Agent because all made after any Event of Default or any acceleration of the conditions set forth in Section 3.2 have not been satisfied to the extent that Agent advances funds Obligations with respect to any Borrower draw on behalf a Letter of any Lender and is not reimbursed therefor on the same Business Day as such Advance is made, Agent shall be entitled to retain for its account all interest accrued on such Advance until reimbursed by such LenderCredit.

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

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

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

Availability of Lender's Pro Rata Share. Agent may assume that each Lender will Each Lender’s obligation to make its Pro Rata Share of each Revolving Loan and to incur Letter of Credit Advance available Obligations shall be absolute and unconditional and shall not be affected by any circumstance, other than an inability of Borrower to Agent on each funding date unless Agent has received prior written notice from such Lender that it does not intend to make its Pro Rata Share of a Loan because all or any of satisfy the conditions precedent to borrowing set forth in Section 3.2 have not been satisfiedthis Agreement at any time. If such Pro Rata Share is not, in fact, paid to Agent by such Lender when due, Agent will be entitled to recover such amount on demand from such Lender without setoff, counterclaim or deduction of any kindLender. If any Lender fails to pay the amount of its Pro Rata Share forthwith upon Agent’s demand, Agent shall promptly notify Borrower Representative and Borrowers Borrower shall immediately repay such amount to Agent within three (3) Business Days of such demandAgent. Nothing in this Section 10.8(b12.9(b) or elsewhere in this Agreement or the other Loan Documents shall be deemed to require Agent to advance funds on behalf of any Lender or to relieve any Revolving Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Borrowers Borrower may have against any Lender as a result of any default by such Lender hereunder. Unless Agent has received prior written notice from a Lender that it does not intend to make its Pro Rata Share of each Loan available to Agent because all or any of the conditions set forth in Section 3.2 have not been satisfied to To the extent that Agent advances funds to any Borrower on behalf of any Lender and is not reimbursed therefor on the same Business Day as such Advance Revolving Loan is made, Agent shall be entitled to retain for its account all interest accrued on such Advance Revolving Loan until reimbursed by such the applicable Lender. 1.23 Section 12.9(d)(ii). Section 12.9(d)(ii) of the Credit Agreement is amended and restated in its entirety to read as follows:

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

Availability of Lender's Pro Rata Share. Notwithstanding that either Borrower fails to satisfy the conditions precedent set forth in Section 2.2, Agent may assume that each Revolving Lender will make its Pro Rata Share of each Revolving Credit Advance available to Agent on each funding date unless Agent has received prior written notice from such Lender that it does not intend to make its Pro Rata Share of a Loan because all or any of the conditions set forth in Section 3.2 have not been satisfieddate. If such Pro Rata Share is not, in fact, paid to Agent by such Revolving Lender when due, Agent will be entitled to recover such amount on demand from such Revolving Lender without setoffset-off, counterclaim or deduction of any kind. If any Revolving Lender fails to pay the amount of its Pro Rata Share forthwith upon Agent’s 's demand, Agent shall promptly notify Borrower Representative and Borrowers shall immediately repay such amount to Agent within three (3) Business Days of such demandAgent. Nothing in this Section 10.8(b9.9(2) or elsewhere in this Agreement or the other Loan Documents shall be deemed to require Agent to advance funds on behalf of any Revolving Lender or to relieve any Revolving Lender from its obligation to fulfill its Commitments Revolving Loan Commitment hereunder or to prejudice any rights that Borrowers may have against any Revolving Lender as a result of any default by such Revolving Lender hereunder. Unless Agent has received prior written notice from a Lender Notwithstanding that it does not intend either Borrower fails to make its Pro Rata Share of each Loan available to Agent because all or any of satisfy the conditions precedent set forth in Section 3.2 have not been satisfied 2.2, to the extent that Agent advances funds to any either Borrower on behalf of any Revolving Lender and is not reimbursed therefor on the same Business Day as such Revolving Credit Advance is made, Agent shall be entitled to retain for its account all interest accrued on such Revolving Credit Advance until reimbursed by such the applicable Revolving Lender.

Availability of Lender's Pro Rata Share. (1) Unless Agent may assume that each has been notified by a Lender will make prior to a Funding Date of such Lender's intention not to fund its Pro Rata Share of each Revolving Credit Advance the Loan amount requested by Borrower, Agent may assume that such Lender will make such amount available to Agent on each funding date unless the Funding Date or the Business Day following the next Settlement Date, as applicable, and Agent has received prior written notice from such Lender that it does may (but shall not intend to make its Pro Rata Share of a Loan because all or any of the conditions set forth in Section 3.2 have not been satisfied. If such Pro Rata Share is notbe so required), in factreliance upon such assumption, paid make available to Agent by Borrower on such Lender when due, Agent will be entitled to recover such amount on demand from such Lender without setoff, counterclaim or deduction of any kind. If any Lender fails to pay the amount of its Pro Rata Share forthwith upon Agent’s demand, Agent shall promptly notify Borrower Representative and Borrowers shall repay such amount to Agent within three date a corresponding amount. (32) Business Days of such demand. Nothing contained in this Section 10.8(bsubsection 9.6(B) or elsewhere in this Agreement or the other Loan Documents shall will be deemed to require Agent to advance funds on behalf relieve a Lender of any Lender or to relieve any Lender from its obligation to fulfill its Revolving Loan Commitments hereunder or to prejudice any rights that Borrowers Agent or Borrower may have against any such Lender as a result of any default by such Lender hereunder. Unless Agent has received prior written notice from a under this Agreement, but no Lender that it does not intend shall be responsible for the failure of any other Lender to make such other Lender's Pro Rata Share of the Revolving Loan to be made by such other Lender on any Funding Date. (3) Without limiting the generality of the foregoing, each Lender shall be obligated to fund its Pro Rata Share of each Loan available any Revolving Advance made with respect to Agent because all or any draw on a Lender Letter of the conditions set forth in Section 3.2 have not been satisfied Credit. (4) If and to the extent that there is a Defaulted Amount, and Agent advances funds has made available to any Borrower on behalf of any such amount, the Defaulting Lender and is not reimbursed therefor shall, on the same Business Day as following (i) such Advance is madeFunding Date, Agent shall be entitled to retain for its account all interest accrued on such Advance until reimbursed by such Lender.or (ii) the first Business Day following the next Settlement Date,

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

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

Availability of Lender's Pro Rata Share. (1) Unless Agent may assume shall have received notice from a Lender prior to a Funding Date that each such Lender will not make its Pro Rata Share of each Revolving Credit Advance available to Agent on each funding date unless Agent has received prior written notice from such Lender that it does not intend to make its Pro Rata Share of a Loan because all or any of requested by Borrower, Agent may assume that such Lender has made such amount available to Agent on the conditions set forth in Section 3.2 have not been satisfiedBusiness Day following the next Settlement Date. If such a Lender has not in fact made its Pro Rata Share is notavailable to the Agent on such date (any such Lender, in facta "Defaulting Lender"), paid then the Defaulting Lender and Borrower severally agree to pay to Agent by such Lender when due, Agent will be entitled to recover forthwith on demand such amount on demand from such Lender without setoffset-off, counterclaim or deduction of any kind. If any , together with interest thereon, for each day from and including the date such amount is made available to Agent by Borrower or such Defaulting Lender fails to pay but excluding the amount date of its Pro Rata Share forthwith upon payment to Agent’s demand, at (a) in the case of the Defaulting Lender, the greater of the Federal Funds Effective Rate and a rate determined by Agent in accordance with banking industry rules on interbank compensation or (b) in the case of Borrower, the interest rate applicable under this Agreement with respect to such Loan. (2) Agent shall promptly notify not be obligated to transfer to a Defaulting Lender any payment made by Borrower Representative and Borrowers shall repay such amount or any Loan Party to Agent within three or any amount otherwise received by Agent for application to the Obligations nor shall Defaulting Lender be entitled to the sharing of any interest, fees or other payments hereunder. (3) Business Days For purposes of such demand. Nothing in this Section 10.8(b) voting or elsewhere in this Agreement or consenting to matters with respect to the other Loan Documents or any other matters concerning the Loans, a Defaulting Lender shall be deemed not to be a "Lender" and such Defaulting Lenders Commitments and outstanding Loans shall be deemed to require Agent be zero. (4) Without limiting the generality of the foregoing, each Lender shall be obligated to advance funds on behalf of any Lender or to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Borrowers may have against any Lender as a result of any default by such Lender hereunder. Unless Agent has received prior written notice from a Lender that it does not intend to make fund its Pro Rata Share of each any Revolving Loan available to Agent because all made after any Event of Default or any acceleration of the conditions set forth in Section 3.2 have not been satisfied to the extent that Agent advances funds Obligations with respect to any Borrower draw on behalf a Letter of any Lender and is not reimbursed therefor on the same Business Day as such Advance is made, Agent shall be entitled to retain for its account all interest accrued on such Advance until reimbursed by such LenderCredit.

Availability of Lender's Pro Rata Share. (1) Unless Agent may assume shall have received notice from a Lender prior to a Funding Date that each such Lender will not make its Pro Rata Share of each Revolving Credit Advance available to Agent on each funding date unless Agent has received prior written notice from such Lender that it does not intend to make its Pro Rata Share of a Loan because all or any of requested by Borrower, Agent may assume that such Lender has made such amount available to Agent on the conditions set forth in Section 3.2 have not been satisfiedBusiness Day following the next Settlement Date. If such a Lender has not in fact made its Pro Rata Share is notavailable to the Agent on such date, in fact, paid then such Lender and Borrower severally agree to pay to Agent by such Lender when due, Agent will be entitled to recover forthwith on demand such amount on demand from such Lender without setoffset-off, counterclaim or deduction of any kind, together with interest thereon, for each day from and including the Business Day following such Settlement Date to but excluding the date of payment to Agent, at (a) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by Agent in accordance with banking industry rules on interbank compensation or (b) in the case of Borrower, the interest rate applicable under this Agreement with respect to such Loan. If Until any Lender fails such amount is paid to pay the amount of its Pro Rata Share forthwith upon Agent’s demand, Agent shall promptly notify not be obligated to submit to such Lender any payment made by Borrower Representative and Borrowers shall repay such amount to Agent within three with respect to any Loan or any fees or other payments with respect thereto. (32) Business Days of such demand. Nothing contained in this Section 10.8(bsubsection 8.6(C) or elsewhere in this Agreement or the other Loan Documents shall will be deemed to require Agent to advance funds on behalf relieve a Lender of any Lender or to relieve any Lender from its obligation to fulfill its Commitments hereunder commitments or to prejudice any rights that Borrowers Agent or Borrower may have against any such Lender as a result of any default by such Lender hereunder. Unless Agent has received prior written notice from a under this Agreement. (3) Without limiting the generality of the foregoing, each Lender that it does not intend shall be obligated to make fund its Pro Rata Share of each any Revolving Loan available to Agent because all made after any Event of Default or any acceleration of the conditions set forth in Section 3.2 have not been satisfied to the extent that Agent advances funds Obligations with respect to any Borrower draw on behalf a Lender Letter of any Lender and is not reimbursed therefor on the same Business Day as such Advance is made, Agent shall be entitled to retain for its account all interest accrued on such Advance until reimbursed by such LenderCredit or a Risk Participation Agreement.

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

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

Availability of Lender's Pro Rata Share. (1) Unless Agent may assume shall have received notice from a Lender prior to a Funding Date that each such Lender will not make its Pro Rata Share of each Revolving Credit Advance available to Agent on each funding date unless Agent has received prior written notice from such Lender that it does not intend to make its Pro Rata Share of a Loan because all or any of requested by Borrower, Agent may assume that such Lender has made such amount available to Agent on the conditions set forth in Section 3.2 have not been satisfiedBusiness Day following the next Settlement Date. If such a Lender has not in fact made its Pro Rata Share is notavailable to the Agent on such date (any such Lender, in facta “Defaulting Lender”), paid then the Defaulting Lender and Borrower severally agree to pay to Agent by such Lender when due, Agent will be entitled to recover forthwith on demand such amount on demand from such Lender without setoffset-off, counterclaim or deduction of any kind. If any , together with interest thereon, for each day from and including the date such amount is made available to Agent by Borrower or such Defaulting Lender fails to pay but excluding the amount date of its Pro Rata Share forthwith upon payment to Agent’s demand, at (a) in the case of the Defaulting Lender, the greater of the Federal Funds Effective Rate and a rate determined by Agent in accordance with banking industry rules on interbank compensation or (b) in the case of Borrower, the interest rate applicable under this Agreement with respect to such Loan. (2) Agent shall promptly notify not be obligated to transfer to a Defaulting Lender any payment made by Borrower Representative and Borrowers shall repay such amount or any Loan Party to Agent within three or any amount otherwise received by Agent for application to the Obligations nor shall Defaulting Lender be entitled to the sharing of any interest, fees or other payments hereunder. (3) Business Days For purposes of such demand. Nothing in this Section 10.8(b) voting or elsewhere in this Agreement or consenting to matters with respect to the other Loan Documents or any other matters concerning the Loans, a Defaulting Lender shall be deemed not to be a “Lender” and such Defaulting Lenders Commitments and outstanding Loans shall be deemed to require Agent be zero. (4) Without limiting the generality of the foregoing, each Lender shall be obligated to advance funds on behalf of any Lender or to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Borrowers may have against any Lender as a result of any default by such Lender hereunder. Unless Agent has received prior written notice from a Lender that it does not intend to make fund its Pro Rata Share of each any Revolving Loan available to Agent because all made after any Event of Default or any acceleration of the conditions set forth in Section 3.2 have not been satisfied to the extent that Agent advances funds Obligations with respect to any Borrower draw on behalf a Letter of any Lender and is not reimbursed therefor on the same Business Day as such Advance is made, Agent shall be entitled to retain for its account all interest accrued on such Advance until reimbursed by such LenderCredit.

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

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

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

Availability of Lender's Pro Rata Share. (1) Unless Agent may assume shall have received notice from a Lender prior to a scheduled funding date that each such Lender will not make its Pro Rata Share of each Revolving Credit Advance available to Agent on each funding date unless Agent has received prior written notice from such Lender that it does not intend to make its Pro Rata Share of a Loan because all or any requested by Borrower, Agent may assume that such Lender has made such amount available to Agent on the Business Day following the next settlement date for receipt of the conditions set forth in Section 3.2 have not been satisfied. If such its Pro Rata Share is notof the funding of any Loan. If a Lender has not in fact made its Pro Rata Share available to the Agent on such date (any such Lender a "Defaulting Lender"), in fact, paid then the Defaulting Lender and Borrower severally agree to pay to Agent by such Lender when due, Agent will be entitled to recover forthwith on demand such amount on demand from such Lender without setoffset-off, counterclaim or deduction of any kind. If any , together with interest thereon, for each day from and including the date such amount is made available to Agent by Borrower or such Defaulting Lender fails to pay but excluding the amount date of its Pro Rata Share forthwith upon payment to Agent’s demand, and (a) in the case of the Defaulting Lender, the greater of the Federal Funds Effective Rate and a rate determined by Agent in accordance with banking industry rules on interbank compensation or (b) in the case of Borrower, the interest rate applicable under this Agreement with respect to such Loan. (2) Agent shall promptly notify not be obligated to transfer to a Defaulting Lender any payment made by Borrower Representative and Borrowers shall repay such amount to Agent within three or any amount otherwise received by Agent for application 122 to the Obligations nor shall Defaulting Lender be entitled to the sharing of any interest, fees or other payments hereunder until full payment is made to Agent in the manner described above. (3) Business Days For purposes of voting or consenting to matters with respect to the Loan Documents, a Defaulting Lender shall be deemed not to be a "Lender" and such demand. Nothing in this Section 10.8(b) or elsewhere in this Agreement or the other Loan Documents Defaulting Lender's commitments and outstanding Loans shall be deemed to require Agent to advance funds on behalf of any Lender or to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Borrowers may have against any Lender as a result of any default by such Lender hereunder. Unless Agent has received prior written notice from a Lender that it does not intend to make its Pro Rata Share of each Loan available be zero until full payment is made to Agent because all or any of in the conditions set forth in Section 3.2 have not been satisfied to the extent that Agent advances funds to any Borrower on behalf of any Lender and is not reimbursed therefor on the same Business Day as such Advance is made, Agent shall be entitled to retain for its account all interest accrued on such Advance until reimbursed by such Lendermanner described above.

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

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

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

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

Availability of Lender's Pro Rata Share. (1) Unless Agent may assume that each has been notified by a Lender will make prior to a Funding Date of such Lender's intention not to fund its Pro Rata Share of each Revolving Credit Advance the Loan amount requested by Borrower Representative, Agent may assume that such Lender will make such amount available to Agent on each funding date unless the Funding Date or the Business Day following the next Settlement Date, as applicable, and Agent has received prior written notice from such Lender that it does may (but shall not intend to make its Pro Rata Share of a Loan because all or any of the conditions set forth in Section 3.2 have not been satisfied. If such Pro Rata Share is notbe so required), in factreliance upon such assumption, paid make available to Agent by Borrowers on such Lender when due, Agent will be entitled to recover such amount on demand from such Lender without setoff, counterclaim or deduction of any kind. If any Lender fails to pay the amount of its Pro Rata Share forthwith upon Agent’s demand, Agent shall promptly notify Borrower Representative and Borrowers shall repay such amount to Agent within three date a corresponding amount. (32) Business Days of such demand. Nothing contained in this Section 10.8(bsubsection 9.6(B) or elsewhere in this Agreement or the other Loan Documents shall will be deemed to require Agent to advance funds on behalf relieve a Lender of any Lender or to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Agent or Borrowers may have against any such Lender as a result of any default by such Lender hereunder. Unless Agent has received prior written notice from a under this Agreement, but no Lender that it does not intend shall be responsible for the failure of any other Lender to make such other Lender's Pro Rata Share of the Loan to be made by such other Lender on any Funding Date. (3) Without limiting the generality of the foregoing, each Lender shall be obligated to fund its Pro Rata Share of each Loan available any Revolving Advance made with respect to Agent because all or any draw on a Lender Letter of the conditions set forth in Section 3.2 have not been satisfied Credit. (4) If and to the extent that there is a Defaulted Amount, and Agent advances funds has made available to Borrowers such amount, the Defaulting Lender shall, on the Business Day following (i) such Funding Date or (ii) the first Business Day following the next Settlement Date, as applicable, make such Defaulted Amount available to Agent, together with interest at the Federal Funds Effective Rate plus one half of one percent (0.50%) for each day the Defaulted Amount is outstanding until the date such Lender makes such amount available to Agent. A notice from Agent submitted to any Borrower on behalf of any Lender and with respect to amounts owing under this subsection shall be conclusive, absent manifest error. If such amount is not reimbursed therefor on the same Business Day as such Advance is mademade available to Agent, Agent shall promptly notify the applicable Borrowers of such failure to fund (a "Defaulting Lender Notice"). Any payments received by Agent thereafter shall be applied first to reduce Agent's overfunding resulting from the default by such Defaulting Lender, and any Revolving Advances made at the request of Borrowers thereafter shall first be applied by Agent to reduce such overfunding, and to the extent any such payments or advances are insufficient to reduce the entire Defaulted Amount, then Agent may, on or after the tenth day following its delivery of the Defaulting Lender Notice, make demand upon Borrowers and Borrowers shall immediately pay such amount to Agent for Agent's account, together with interest thereon for each day elapsed since the date of such borrowing, at a rate per annum equal to the interest rate applicable at the time to the Loan made by the other Lenders on such Funding Date. (5) Agent shall not transfer to a Defaulting Lender any payment made by Borrowers to Agent or any amount otherwise received by Agent for application to the Obligations, nor shall a Defaulting Lender be entitled to retain for its account all interest accrued on such Advance until reimbursed by the sharing of any fees or payments hereunder. (6) For purposes of voting or consenting to matters with respect to the Loan Documents and determining Pro Rata Shares and the Revolving Loan Commitment, a Defaulting Lender shall be deemed not to be a "Lender" and such Lender's Revolving Loan Commitments shall be deemed to be zero (0).