Common use of Failure of Lender to Fund Clause in Contracts

Failure of Lender to Fund. (1) Unless the Agent has received notice from a Lender before the proposed date of any Advance that such Lender will not make available to the Agent such Lender’s share of such Advance, the Agent may assume that such Lender has made such share available on such date in accordance with the provisions of this Agreement concerning funding by Lenders and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In that event, if a Lender has not in fact made its share of the applicable Advance available to the Agent, then the applicable Lender shall pay to the Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Agent, at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensation. If such Lender pays such amount to the Agent, then such amount shall constitute such Lender’s Advance. If the Lender does not do so forthwith, the Borrower shall pay to the Agent forthwith on demand such corresponding amount with interest thereon at the interest rate applicable to the Advance in question. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that has failed to make such payment to the Agent. (2) Notwithstanding Section 5.15(1), if any Lender fails to make available to the Agent its Applicable Percentage of any Advance (that Lender being the “Non-Funding Lender”), the Agent shall forthwith give notice of that failure by the Non-Funding Lender to the Borrower and the other Lenders. The Agent shall then forthwith give notice to the other Lenders that any Lender may make available to the Agent all or any portion of the Non-Funding Lender’s Applicable Percentage of that Advance (but in no way shall any other Lender or the Agent be obliged to do so) in the place of the Non-Funding Lender. If more than one Lender gives notice that it is prepared to make funds available in the place of a Non-Funding Lender in those circumstances and the aggregate of the funds which those Lenders (collectively the “Contributing Lenders” and individually the “Contributing Lender”) are prepared to make available exceeds the amount of the Advance which the Defaulting Lender failed to make, then each Contributing Lender shall be deemed to have given notice that it is prepared to make available its Applicable Percentage of that Advance based on the Contributing Lenders’ relative commitments to advance in those circumstances. If any Contributing Lender makes funds available in the place of a Non-Funding Lender in those circumstances, then the Non-Funding Lender shall pay to any Contributing Lender making the funds available in its place, forthwith on demand, any amount advanced on its behalf together with interest thereon at the rate applicable to that Advance from the date of advance to the date of payment, against payment by the Contributing Lender making the funds available of all interest received in respect of the Advance from the Borrower. The failure of any Lender to make available to the Agent its Applicable Percentage of any Advance as required herein shall not relieve any other Lender of its obligations to make available to the Agent its Applicable Percentage of any Advance as required herein.

Failure of Lender to Fund. (1a) Unless the Agent has received notice from a Lender before the proposed date of any Advance that such Lender will not make available to the Agent such Lender’s 's share of such Advance, the Agent may assume that such Lender has made such share available on such date in accordance with the provisions of this Agreement concerning funding by Lenders and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In that event, if If a Lender has not in fact made its full share of the applicable Advance available to the Agent, then the applicable Lender shall pay to the Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Agent, at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensation. If such Lender pays such amount to the Agent, then such amount shall constitute such Lender’s 's Advance. If the Lender does not do so pay such amount forthwith, the Borrower shall pay to the Agent forthwith on demand such corresponding amount with interest thereon at the interest rate applicable to the Advance in question. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that has failed to make such payment to the Agent. (2b) Notwithstanding Section 5.15(16.12(a), if any Lender fails to make available to the Agent its Applicable Percentage of any Advance (that Lender being the “"Non-Funding Lender”"), the Agent shall forthwith give notice of that failure by the Non-Funding Lender to the Borrower and the other Lenders. The Agent shall then forthwith give notice to the other Lenders that any Lender may make available to the Agent all or any portion of the Non-Funding Lender’s 's Applicable Percentage of that Advance (but in no way shall any other Lender or the Agent be obliged to do so) in the place of the Non-Funding Lender. If more than one Lender gives notice that it is prepared to make funds available in the place of a Non-Funding Lender in those circumstances and the aggregate of the funds which those Lenders (collectively the “"Contributing Lenders” " and individually the “"Contributing Lender”") are prepared to make available exceeds the amount of the Advance which the Defaulting Lender failed to make, then each Contributing Lender shall be deemed to have given notice that it is prepared to make available its Applicable Percentage of that Advance based on the Contributing Lenders’ ' relative commitments to advance in those circumstances. If any Contributing Lender makes funds available in the place of a Non-Funding Lender in those circumstances, then the Non-Funding Lender shall pay to any Contributing Lender making the funds available in its place, forthwith on demand, any amount advanced on its behalf together with interest thereon at the rate applicable to that Advance from the date of advance to the date of payment, against payment by the Contributing Lender making the funds available of all interest received in respect of the Advance from the Borrower. The failure of any Lender to make available to the Agent its Applicable Percentage of any Advance as required herein shall not relieve any other Lender of its obligations to make available to the Agent its Applicable Percentage of any Advance as required herein.

Failure of Lender to Fund. (1Notwithstanding section 6.1.3(a) Unless the Agent has received notice from a Lender before the proposed date of any Advance that such Lender will not make available to the Agent such Lender’s share of such Advance, the Agent may assume that such Lender has made such share available on such date in accordance with the provisions of this Agreement concerning funding by Lenders and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In that event, if a Lender has not in fact made its share of the applicable Advance available to the Agent, then the applicable Lender shall pay to the Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Agent, at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensation. If such Lender pays such amount to the Agent, then such amount shall constitute such Lender’s Advance. If the Lender does not do so forthwith, the Borrower shall pay to the Agent forthwith on demand such corresponding amount with interest thereon at the interest rate applicable to the Advance in question. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that has failed to make such payment to the Agent. (2) Notwithstanding Section 5.15(1)Provisions, if any Lender fails to make available deliver its share of any Advance to the Agent its Applicable Percentage of any Advance (that Lender being the “Non-Funding Lender”), the Agent shall forthwith immediately give notice of that failure by the Non-Funding Lender to the applicable Borrower and the other Lenders. The Agent shall then forthwith give notice Lenders and indicate to the other Lenders that any Lender (individually a “Contributing Lender” and collectively the “Contributing Lenders”) may make available to the Agent all or any portion of the Non-Funding Lender’s Applicable Percentage share of that Advance (in place of the Non-Funding Lender, but in no way shall any other Lender or the Agent be obliged to do so) in . A Contributing Lender shall make funds available to the place of Agent as soon as possible for delivery by the Non-Funding LenderAgent to the applicable Borrower. If more than one Contributing Lender gives notice that it is prepared to make funds available in the place of a Non-Funding Lender in those circumstances and the aggregate of the funds which those that the Contributing Lenders (collectively the “Contributing Lenders” and individually the “Contributing Lender”) are prepared to make available exceeds the amount of the Advance which that the Defaulting Non-Funding Lender failed to make, then each Contributing Lender shall be deemed to have given notice that it is prepared to make available its Applicable Percentage a portion of that Advance based on the Contributing Lenders’ relative commitments Commitments to advance in those circumstancesthe Credit. If any a Contributing Lender makes funds available in the place of a Non-Funding Lender in those circumstancesLender, then the Non-Funding Lender shall pay to any the Contributing Lender making the funds available in its placeLender, forthwith immediately on demand, any the amount advanced on its behalf together with interest thereon at the rate applicable to that Advance from the date of advance to the date of payment, against payment by and the Contributing Non-Funding Lender making the funds available of shall then be entitled to receive all interest received paid in respect of the Advance from by the applicable Borrower. The failure of any Lender to make available to the Agent deliver its Applicable Percentage of any Advance to the Agent as required herein shall not relieve any other Lender of its obligations obligation to make available to the Agent deliver its Applicable Percentage of any Advance as required hereinrequired.

Failure of Lender to Fund. (1) Unless the Agent has received notice from a Lender before the proposed date of any Advance that such Lender will not make available to the Agent such Lender’s share of such Advance, the Agent may assume that such Lender has made such share available on such date in accordance with Notwithstanding the provisions of this Agreement concerning funding by Lenders and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In that event, if a Lender has not in fact made its share Section 6(a) of the applicable Advance available to the Agent, then the applicable Lender shall pay to the Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Agent, at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensation. If such Lender pays such amount to the Agent, then such amount shall constitute such Lender’s Advance. If the Lender does not do so forthwith, the Borrower shall pay to the Agent forthwith on demand such corresponding amount with interest thereon at the interest rate applicable to the Advance in question. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that has failed to make such payment to the Agent. (2) Notwithstanding Section 5.15(1)Provisions, if any Lender fails to make available to the Agent its Applicable Percentage of any Advance (that such Lender being herein called the “Non-Funding Defaulting Lender”), the Administrative Agent shall forthwith give notice of that such failure by the Non-Funding Defaulting Lender to the Borrower and the other Lenders. The Agent shall then forthwith give notice to the other Lenders that any Lender may make available to the Agent all or any portion of the Non-Funding Defaulting Lender’s Applicable Percentage of that such Advance (but in no way shall any other Lender or the Agent be obliged to do so) in the place of the Non-Funding Defaulting Lender. If more than one Lender gives notice that it is prepared to make funds available in the place of a Non-Funding Defaulting Lender in those such circumstances and the aggregate of the funds which those such Lenders (herein collectively called the “Contributing Lenders” and individually called the “Contributing Lender”) are prepared to make available exceeds the amount of the Advance which the Defaulting Lender failed to make, then each Contributing Lender shall be deemed to have given notice that it is prepared to make available its Applicable Percentage of that such Advance based on the Contributing Lenders’ relative commitments to advance in those such circumstances. If any Contributing Lender makes funds available in the place of a Non-Funding Defaulting Lender in those such circumstances, then the Non-Funding Defaulting Lender shall pay to any Contributing Lender making the funds available in its place, forthwith on demand, any amount advanced on its behalf together with interest thereon at the rate applicable to that such Advance from the date of advance to the date of payment, against payment by the Contributing Lender making the funds available of all interest received in respect of the Advance from the Borrower. The failure of any Lender to make available to the Agent its Applicable Percentage of any Advance as required herein shall not relieve any other Lender of its obligations to make available to the Agent its Applicable Percentage of any Advance as required herein.

Failure of Lender to Fund. (1a) Unless the Agent has received notice from a Lender before the proposed date of any Advance that such Lender will not make available to the Agent such Lender’s share of such Advance, the Agent may assume that such Lender has made such share available on such date in accordance with the provisions of this Agreement concerning funding by Lenders and may, in reliance upon such assumption, make available to the Borrower Borrowers a corresponding amount. In that event, if If a Lender has not in fact made its full share of the applicable Advance available to the Agent, then the applicable Lender shall pay to the Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the applicable Borrower to but excluding the date of payment to the Agent, at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensation. If such Lender pays such amount to the Agent, then such amount shall constitute such Lender’s Advance. If the Lender does not do so pay such amount forthwith, the applicable Borrower shall pay to the Agent forthwith on demand such corresponding amount with interest thereon at the interest rate applicable to the Advance in question. Any payment by the a Borrower shall be without prejudice to any claim the Borrower may have against a Lender that has failed to make such payment to the Agent. (2b) Notwithstanding Section 5.15(16.15(a), if any Lender fails to make available to the Agent its Applicable Percentage of any Advance (that Lender being the “Non-Funding Lender”), the Agent shall forthwith give notice of that failure by the Non-Funding Lender to the Borrower Borrowers and the other Lenders. The Agent shall then forthwith give notice to the other Lenders that any Lender may make available to the Agent all or any portion of the Non-Funding Lender’s Applicable Percentage of that Advance (but in no way shall any other Lender or the Agent be obliged to do so) in the place of the Non-Funding Lender. If more than one Lender gives notice that it is prepared to make funds available in the place of a Non-Funding Lender in those circumstances and the aggregate of the funds which those Lenders (collectively the “Contributing Lenders” and individually the “Contributing Lender”) are prepared to make available exceeds the amount of the Advance which the Defaulting Lender failed to make, then each Contributing Lender shall be deemed to have given notice that it is prepared to make available its Applicable Percentage of that Advance based on the Contributing Lenders’ relative commitments to advance in those circumstances. If any Contributing Lender makes funds available in the place of a Non-Funding Lender in those circumstances, then the Non-Funding Lender shall pay to any Contributing Lender making the funds available in its place, forthwith on demand, any amount advanced on its behalf together with interest thereon at the rate applicable to that Advance from the date of advance to the date of payment, against payment by the Contributing Lender making the funds available of all interest received in respect of the Advance from the Borrower. The failure of any Lender to make available to the Agent its Applicable Percentage of any Advance as required herein shall not relieve any other Lender of its obligations to make available to the Agent its Applicable Percentage of any Advance as required herein.

Failure of Lender to Fund. (1) 9.3.1 Unless the Agent has received notice from actual knowledge that a Lender before the proposed date of any Advance that such Lender has not made or will not make available to the Agent for value on a Drawdown Date the applicable amount required from such Lender’s share of such AdvanceLender pursuant to Sections 5.11 or 5.15, the Agent may shall be entitled to assume that such amount has been or will be received from such Lender has made such share available on such date in accordance with when so due and the provisions of this Agreement concerning funding by Lenders and mayAgent may (but shall not be obliged to), in reliance upon such assumption, make available to the Borrower a corresponding amount. In that event, if a Lender has If such amount is not in fact received by the Agent from such Lender on such Drawdown Date and the Agent has made its share of the applicable Advance available a corresponding amount to the AgentBorrower on such Drawdown Date as aforesaid, then the applicable such Lender shall pay to the Agent forthwith on demand an amount equal to the product of (i) the Interbank Reference Rate per annum multiplied by (ii) the amount that should have been paid to the Agent by such corresponding amount with interest thereonLender on such Drawdown Date and was not, for each day multiplied by (iii) a fraction, the numerator of which is the number of days that have elapsed from and including the date such amount is made available to the Borrower Drawdown Date to but excluding the date of payment to on which the Agent, at a rate determined amount is received by the Agent from such Lender and the denominator of which is 365. A certificate of the Agent containing details of the amount owing by a Lender under this Section shall be binding and conclusive in accordance with prevailing banking industry practice on interbank compensationthe absence of manifest error. If any such amount is not in fact received by the Agent from such Lender pays on such Drawdown Date, the Agent shall be entitled to recover from the Borrower, on demand, the related amount made available by the Agent to the Agent, then such amount shall constitute such Lender’s Advance. If the Lender does not do so forthwith, the Borrower shall pay to the Agent forthwith on demand such corresponding amount as aforesaid together with interest thereon at the interest applicable rate applicable to the Advance in question. Any payment per annum payable by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that has failed to make such payment to the Agenthereunder. (2) 9.3.2 Notwithstanding the provisions of Section 5.15(1)9.3.1, if any Lender fails to make available to the Agent its Applicable Percentage Proportionate Share of any Advance (that such Lender being herein called the “Non-Funding Lender”"DEFAULTING LENDER"), the Agent shall forthwith give notice of that such failure by the Non-Funding Defaulting Lender to the Borrower and the other Lenders. The Agent shall then forthwith give notice to the other Lenders that any Lender may make available to the Agent all or any portion of the Non-Funding Defaulting Lender’s Applicable Percentage 's Proportionate Share of that such Advance (but in no way shall any other Lender or the Agent be obliged to do so) in the place of the Non-Funding Defaulting Lender. If more than one Lender gives notice that it is prepared to make funds available in the place of a Non-Funding Defaulting Lender in those such circumstances and the aggregate of the funds which those such Lenders (herein collectively called the “Contributing Lenders” "CONTRIBUTING LENDERS" and individually called the “Contributing Lender”"CONTRIBUTING LENDER") are prepared to make available exceeds the amount of the Advance which the Defaulting Lender failed to make, then each Contributing Lender shall be deemed to have given notice that it is prepared to make available its Applicable Percentage Proportionate Share of that such Advance based on the Contributing Lenders’ ' relative commitments to advance in those such circumstances. If any Contributing Lender makes funds available in the place of a Non-Funding Defaulting Lender in those such circumstances, then the Non-Funding Defaulting Lender shall pay to any Contributing Lender making the funds available in its place, forthwith on demand, any amount advanced on its behalf together with interest thereon at the rate applicable to that such Advance from the date of advance to the date of payment, against payment by the Contributing Lender making the funds available of all interest received in respect of the Advance from the Borrower. The failure of any Lender to make available to the Agent its Applicable Percentage Proportionate Share of any Advance as required herein shall not relieve any other Lender of its obligations to make available to the Agent its Applicable Percentage Proportionate Share of any Advance as required herein.

Failure of Lender to Fund. (1) Unless Administrative Agent shall have been notified by any Lender prior to the Agent has received notice from a Lender before the proposed date of any Advance Closing Date that such Lender will does not intend to make available to the Administrative Agent such Lender’s share Proportionate Share of the Loan requested on such Advancedate, the Administrative Agent may assume that such Lender has made such share amount available to Administrative Agent on such date in accordance with the provisions of this Agreement concerning funding by Lenders prior paragraph, and Administrative Agent may, in its sole discretion and in reliance upon such assumptionassumption (but without any obligation), make available to the Borrower a corresponding amountamount on such date. In that event, if a Lender has If such corresponding amount is not in fact made its share of the applicable Advance available to the AgentAdministrative Agent by such Lender, then the applicable Lender Administrative Agent shall pay be entitled to the Agent forthwith on demand recover such corresponding amount on demand (and, in any event, within two Banking Days from the Closing Date) from such Lender together with interest thereon, for each day from and including the Closing Date until the date such amount is made available paid to the Borrower to but excluding the date of payment to the Administrative Agent, at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensationFederal Funds Rate for the first two Banking Days after such date. If such Lender pays such amount to the Administrative Agent, then such amount (excluding any interest paid to Administrative Agent thereon) shall constitute such Lender’s AdvanceProportionate Share of such Loan. If the such Lender does not do so forthwith, the Borrower shall pay to the Agent forthwith on demand such corresponding amount forthwith upon Administrative Agent’s demand therefor or within two Banking Days from the Closing Date, Administrative Agent may notify Borrower and Borrower shall immediately pay such corresponding amount to Administrative Agent together with interest thereon thereon, for each day from the Closing Date until the date such amount is paid to Administrative Agent, at the interest rate applicable to the Advance then payable under this Agreement for Base Rate Loans. Nothing in question. Any payment by the Borrower this Section 2.1.4(c) shall be without deemed to relieve any Lender from its obligation to fulfill its obligations hereunder or to prejudice to any claim the rights that Borrower may have against a Lender that has failed to make such payment to the Agent. (2) Notwithstanding Section 5.15(1), if any Lender fails to make available to the Agent its Applicable Percentage as a result of any Advance (that default by such Lender being the “Non-Funding Lender”), the Agent shall forthwith give notice of that failure by the Non-Funding Lender to the Borrower and the other Lenders. The Agent shall then forthwith give notice to the other Lenders that any Lender may make available to the Agent all or any portion of the Non-Funding Lender’s Applicable Percentage of that Advance (but in no way shall any other Lender or the Agent be obliged to do so) in the place of the Non-Funding Lender. If more than one Lender gives notice that it is prepared to make funds available in the place of a Non-Funding Lender in those circumstances and the aggregate of the funds which those Lenders (collectively the “Contributing Lenders” and individually the “Contributing Lender”) are prepared to make available exceeds the amount of the Advance which the Defaulting Lender failed to make, then each Contributing Lender shall be deemed to have given notice that it is prepared to make available its Applicable Percentage of that Advance based on the Contributing Lenders’ relative commitments to advance in those circumstances. If any Contributing Lender makes funds available in the place of a Non-Funding Lender in those circumstances, then the Non-Funding Lender shall pay to any Contributing Lender making the funds available in its place, forthwith on demand, any amount advanced on its behalf together with interest thereon at the rate applicable to that Advance from the date of advance to the date of payment, against payment by the Contributing Lender making the funds available of all interest received in respect of the Advance from the Borrower. The failure of any Lender to make available to the Agent its Applicable Percentage of any Advance as required herein shall not relieve any other Lender of its obligations to make available to the Agent its Applicable Percentage of any Advance as required hereinhereunder.

Failure of Lender to Fund. (1a) Unless the Agent has received notice from actual knowledge that a Lender before the proposed date of any Advance that such Lender has not made or will not make available to the Agent for value on a Borrowing Date the applicable amount required from such Lender’s share of such AdvanceLender pursuant to Article 2, the Agent may shall be entitled to assume that such amount has been or will be received from such Lender has made such share available on such date in accordance with when so due and the provisions of this Agreement concerning funding by Lenders and mayAgent may (but shall not be obliged to), in reliance upon such assumption, make available to the Borrower a corresponding amount. In that event, if a Lender has If such amount is not in fact received by the Agent from such Lender on such Borrowing Date and the Agent has made its share of the applicable Advance available a corresponding amount to the AgentBorrower on such Borrowing Date as aforesaid, then the applicable such Lender shall pay to the Agent forthwith on demand an amount equal to the product of (i) the rate per annum then in use at the Branch as a syndicate lender late payment rate, multiplied by (ii) the amount that should have been paid to the Agent by such corresponding amount with interest thereonLender on such Borrowing Date and was not, for each day multiplied by (iii) a fraction, the numerator of which is the number of days that have elapsed from and including the date such amount is made available to the Borrower Borrowing Date to but excluding the date of payment to on which the Agent, at a rate determined amount is received by the Agent from such Lender and the denominator of which is three hundred and sixty-five (365). A certificate of the Agent containing details of the amount owing by a Lender under this Section shall be binding and conclusive in accordance with prevailing banking industry practice on interbank compensationthe absence of manifest error. If any such amount is not in fact received by the Agent from such Lender pays on such Borrowing Date, the Agent shall be entitled to recover from the Borrower, on demand, the related amount made available by the Agent to the Agent, then such amount shall constitute such Lender’s Advance. If the Lender does not do so forthwith, the Borrower shall pay to the Agent forthwith on demand such corresponding amount as aforesaid together with interest thereon at the interest applicable rate applicable to the Advance in question. Any payment per annum payable by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that has failed to make such payment to the Agenthereunder. (2b) Notwithstanding Section 5.15(1the provisions of Subsection 12.3(a), if any Lender fails to make available to the Agent its Applicable Percentage Proportionate Share of any Advance (that such Lender being herein called the “Non-Funding Defaulting Lender”), the Agent shall forthwith give notice of that such failure by the Non-Funding Defaulting Lender to the Borrower and the other Lenders. The Agent shall then forthwith give notice to the other Lenders that any Lender may make available to the Agent all or any portion of the Non-Funding Defaulting Lender’s Applicable Percentage share of that such Advance (in the place of the Defaulting Lender, but in no way shall any other Lender or the Agent be obliged to do so) in the place of the Non-Funding Lender. If more than one Lender gives notice that it is prepared to make funds available in the place of a Non-Funding Defaulting Lender in those such circumstances and the aggregate of the funds which those such Lenders (herein collectively called the “Contributing Lenders” and individually called the “Contributing Lender”) are prepared to make available exceeds the amount of the Advance which the Defaulting Lender failed to make, then each Contributing Lender shall be deemed to have given notice that it is prepared to make available its Applicable Percentage a portion of that such Advance based on the Contributing Lenders’ relative commitments to advance in those circumstancesProportionate Shares. If any Contributing Lender makes funds available in the place of a Non-Funding Defaulting Lender in those such circumstances, then the Non-Funding Defaulting Lender shall pay to any Contributing Lender making the funds available in its place, forthwith on demand, demand any amount advanced on its behalf together with interest thereon at the rate applicable to that such Advance from the date of advance to the date of payment, against payment by the Contributing Lender making the funds available of all interest received in respect of the Advance from the Borrower. The failure of any Lender to make available to the Agent its Applicable Percentage Proportionate Share of any Advance as required herein shall not relieve any other Lender of its obligations to make available to the Agent its Applicable Percentage Proportionate Share of any Advance as required herein.

Failure of Lender to Fund. (1) Unless the Agent has received notice from a Lender before the proposed date of any Advance that such the Lender will not make available to the Agent such Lender’s its share of such the Advance, the Agent may assume that such the Lender has made such its share available on such that date in accordance with the provisions of this Agreement concerning funding by Lenders and may, in reliance upon such that assumption, make available to the Borrower Borrowers a corresponding amount. In that event, if a Lender has not in fact made its share of the applicable Advance available to the Agent, then the applicable Lender shall pay to the Agent forthwith immediately on demand such that corresponding amount amount, with interest thereon, for each day from and including the date such the amount is made available to the Borrower Borrowers to but excluding the date of payment to the Agent, at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensation. If such the Lender pays such that amount to the Agent, then such the amount shall constitute such the Lender’s Advance. If the Lender does not do so forthwithimmediately, the Borrower Borrowers shall pay to the Agent forthwith immediately on demand such the corresponding amount with interest thereon at the interest rate applicable to the Advance in question. Any payment by the Borrower Borrowers shall be without prejudice to any claim the Borrower Borrowers may have against a Lender that has failed to make such its payment to the Agent. (2) Notwithstanding Section 5.15(19.16(1), if any Lender fails to make available deliver its share of any Advance to the Agent its Applicable Percentage of any Advance (that Lender being the “Non-Funding Lender”), the Agent shall forthwith immediately give notice of that failure by the Non-Funding Lender to the Borrower Borrowers and the other Lenders. The Agent shall then forthwith give notice Lenders and indicate to the other Lenders that any Lender (individually a “Contributing Lender” and collectively the “Contributing Lenders”) may make available to the Agent all or any portion of the Non-Funding Lender’s Applicable Percentage share of that Advance (in place of the Non-Funding Lender, but in no way shall any other Lender or the Agent be obliged to do so) in . A Contributing Lender shall make funds available to the place of Agent as soon as possible for delivery by the Non-Funding LenderAgent to the Borrowers. If more than one Contributing Lender gives notice that it is prepared to make funds available in the place of a Non-Funding Lender in those circumstances and the aggregate of the funds which those that the Contributing Lenders (collectively the “Contributing Lenders” and individually the “Contributing Lender”) are prepared to make available exceeds the amount of the Advance which that the Defaulting Non-Funding Lender failed to make, then each Contributing Lender shall be deemed to have given notice that it is prepared to make available its Applicable Percentage a portion of that Advance based on the Contributing Lenders’ relative commitments Commitments to advance in those circumstancesthe applicable Credit. If any a Contributing Lender makes funds available in the place of a Non-Funding Lender in those circumstancesLender, then the Non-Funding Lender shall pay to any the Contributing Lender making the funds available in its placeLender, forthwith immediately on demand, any the amount advanced on its behalf together with interest thereon at the rate applicable to that Advance from the date of advance to the date of payment, against payment by and the Contributing Non-Funding Lender making the funds available of shall then be entitled to receive all interest received paid in respect of the Advance from by the BorrowerBorrowers. The failure of any Lender to make available to the Agent deliver its Applicable Percentage of any Advance to the Agent as required herein shall not relieve any other Lender of its obligations obligation to make available to the Agent deliver its Applicable Percentage of any Advance as required hereinrequired.

Failure of Lender to Fund. (1) Unless the Agent has received notice from actual knowledge that a Lender before the proposed date of any Advance that such Lender has not made or will not make available to the Agent for value on a Drawdown Date the applicable amount required from such Lender’s share of such AdvanceLender pursuant to Sections 5.6 or 5.10, the Agent may shall be entitled to assume that such amount has been or will be received from such Lender has made such share available on such date in accordance with when so due and the provisions of this Agreement concerning funding by Lenders and mayAgent may (but shall not be obliged to), in reliance upon such assumption, make available to the Borrower a corresponding amount. In that event, if a Lender has If such amount is not in fact received by the Agent from such Lender on such Drawdown Date and the Agent has made its share of the applicable Advance available a corresponding amount to the AgentBorrower on such Drawdown Date as aforesaid, then the applicable such Lender shall pay to the Agent forthwith on demand such corresponding amount together with interest thereonan amount equal to the product of (a) the Interbank Reference Rate per annum multiplied by (b) the amount that should have been paid to the Agent by such Lender on such Drawdown Date and was not, for each day multiplied by (c) a fraction, the numerator of which is the number of days that have elapsed from and including the date such amount is made available to the Borrower Drawdown Date to but excluding the date of payment to on which the Agent, at a rate determined amount is received by the Agent from such Lender and the denominator of which is the number of days in accordance with prevailing banking industry practice on interbank compensationthe calendar year in which the same is to be ascertained. A certificate of the Agent containing details of the amounts owing by a Lender under this Section shall be binding and conclusive in the absence of manifest error. If any such principal amount is not in fact received by the Agent from such Lender pays on such Drawdown Date, the Agent shall be entitled to recover from the Borrower, on demand, the related amount made available by the Agent to the Agent, then such amount shall constitute such Lender’s Advance. If the Lender does not do so forthwith, the Borrower shall pay to the Agent forthwith on demand such corresponding amount as aforesaid together with interest thereon at the interest applicable rate applicable to the Advance in question. Any payment per annum payable by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that has failed to make such payment to the Agenthereunder. (2) Notwithstanding the provisions of Section 5.15(19.3(1), if any Lender fails to make available to the Agent its Applicable Percentage of any Advance (that such Lender being herein called the “Non-Funding Defaulting Lender”), the Agent shall forthwith give notice of that such failure by the Non-Funding Defaulting Lender to the Borrower and the other Lenders. The Agent shall then forthwith give notice to the other Lenders that any Lender may make available to the Agent all or any portion of the Non-Funding Defaulting Lender’s Applicable Percentage of that such Advance (but in no way shall any other Lender or the Agent be obliged to do so) in the place of the Non-Funding Defaulting Lender. If more than one Lender gives notice that it is prepared to make funds available in the place of a Non-Funding Defaulting Lender in those such circumstances and the aggregate of the funds which those such Lenders (herein collectively called the “Contributing Lenders” and individually called the “Contributing Lender”) are prepared to make available exceeds the amount of the Advance which the Defaulting Lender failed to make, then each Contributing Lender shall be deemed to have given notice that it is prepared to make available its Applicable Percentage of that such Advance based on the Contributing Lenders’ relative commitments to advance in those such circumstances. If any Contributing Lender makes funds available in the place of a Non-Funding Defaulting Lender in those such circumstances, then the Non-Funding Defaulting Lender shall pay to any each Contributing Lender making the funds available in its place, forthwith on demand, any each amount advanced on its behalf together with interest thereon at the rate applicable to that such Advance from the date of advance to the date of payment, against payment by the applicable Contributing Lender making the funds available of all interest received in respect of the Advance from the Borrower. The failure of any Lender to make available to the Agent its Applicable Percentage of any Advance as required herein shall not relieve any other Lender of its obligations to make available to the Agent its Applicable Percentage of any Advance as required herein.

Failure of Lender to Fund. (1a) Unless the Agent has received notice from a Lender before the proposed date of any Advance that such Lender will not make available to the Agent such Lender’s 's share of such Advance, the Agent may assume that such Lender has made such share available on such date in accordance with the provisions of this Agreement concerning funding by Lenders and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In that event, if If a Lender has not in fact made its full share of the applicable Advance available to the Agent, then the applicable Lender shall pay to the Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Agent, at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensation. If such Lender pays such amount to the Agent, then such amount shall constitute such Lender’s 's Advance. If the Lender does not do so pay such amount forthwith, the Borrower shall pay to the Agent forthwith on demand such corresponding amount with interest thereon at the interest rate applicable to the Advance in question. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that has failed to make such payment to the Agent. (2b) Notwithstanding Section 5.15(16.15(a), if any Lender fails to make available to the Agent its Applicable Percentage of any Advance (that Lender being the “"Non-Funding Lender”"), the Agent shall forthwith give notice of that failure by the Non-Funding Lender to the Borrower and the other Lenders. The Agent shall then forthwith give notice to the other Lenders that any Lender may make available to the Agent all or any portion of the Non-Funding Lender’s 's Applicable Percentage of that Advance (but in no way shall any other Lender or the Agent be obliged to do so) in the place of the Non-Funding Lender. If more than one Lender gives notice that it is prepared to make funds available in the place of a Non-Funding Lender in those circumstances and the aggregate of the funds which those Lenders (collectively collectively, the “"Contributing Lenders” " and individually individually, the “"Contributing Lender”") are prepared to make available exceeds the amount of the Advance which the Defaulting Lender failed to make, then each Contributing Lender shall be deemed to have given notice that it is prepared to make available its Applicable Percentage of that Advance based on the Contributing Lenders’ ' relative commitments to advance in those circumstances. If any Contributing Lender makes funds available in the place of a Non-Funding Lender in those circumstances, then the Non-Funding Lender shall pay to any Contributing Lender making the funds available in its place, forthwith on demand, any amount advanced on its behalf together with interest thereon at the rate applicable to that Advance from the date of advance to the date of payment, against payment by the Contributing Lender making the funds available of all interest received in respect of the Advance from the Borrower. The failure of any Lender to make available to the Agent its Applicable Percentage of any Advance as required herein shall not relieve any other Lender of its obligations to make available to the Agent its Applicable Percentage of any Advance as required herein.

Failure of Lender to Fund. (1a) Unless the Agent has received notice from a Lender before the proposed date of any Advance that such Lender will not make available to the Agent such Lender’s share of such Advance, the Agent may assume that such Lender has made such share available on such date in accordance with the provisions of this Agreement concerning funding by Lenders and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In that event, if If a Lender has not in fact made its full share of the applicable Advance available to the Agent, then the applicable Lender shall pay to the Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Agent, at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensation. If such Lender pays such amount to the Agent, then such amount shall constitute such Lender’s Advance. If the Lender does not do so pay such amount forthwith, the Borrower shall pay to the Agent forthwith on demand such corresponding amount with interest thereon at the interest rate applicable to the Advance in question. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that has failed to make such payment to the Agent. (2b) Notwithstanding Section 5.15(16.15(a), if any Lender fails to make available to the Agent its Applicable Percentage of any Advance (that Lender being the “Non-Funding Lender”), the Agent shall forthwith give notice of that failure by the Non-Funding Lender to the Borrower and the other Lenders. The Agent shall then forthwith give notice to the other Lenders that any Lender may make available to the Agent all or any portion of the Non-Funding Lender’s Applicable Percentage of that Advance (but in no way shall any other Lender or the Agent be obliged to do so) in the place of the Non-Funding Lender. If more than one Lender gives notice that it is prepared to make funds available in the place of a Non-Funding Lender in those circumstances and the aggregate of the funds which those Lenders (collectively the “Contributing Lenders” and individually the “Contributing Lender”) are prepared to make available exceeds the amount of the Advance which the Defaulting Lender failed to make, then each Contributing Lender shall be deemed to have given notice that it is prepared to make available its Applicable Percentage of that Advance based on the Contributing Lenders’ relative commitments to advance in those circumstances. If any Contributing Lender makes funds available in the place of a Non-Funding Lender in those circumstances, then the Non-Funding Lender shall pay to any Contributing Lender making the funds available in its place, forthwith on demand, any amount advanced on its behalf together with interest thereon at the rate applicable to that Advance from the date of advance to the date of payment, against payment by the Contributing Lender making the funds available of all interest received in respect of the Advance from the Borrower. The failure of any Lender to make available to the Agent its Applicable Percentage of any Advance as required herein shall not relieve any other Lender of its obligations to make available to the Agent its Applicable Percentage of any Advance as required herein.

Failure of Lender to Fund. (1) Unless If and to the Agent has received notice from a extent that any Lender before the proposed date of any Advance that such Lender will shall not make have made available to the Agent such Lender’s share 's Ratable Portion of the Term Loan Borrowing advanced by the Agent, such AdvanceLender's Ratable Portion of Revolving Credit Borrowing funded on the Closing Date or such Lender's Ratable Portion of any Settlement Amount in respect of Revolving Credit Borrowings advanced by the Agent, the Agent may assume that such Lender has made such share available on such date in accordance with the provisions of this Agreement concerning funding by Lenders and may, in reliance upon such assumption, make available Borrower agrees to the Borrower a corresponding amount. In that event, if a Lender has not in fact made its share of the applicable Advance available repay to the Agent, then immediately upon demand by the applicable Agent, and such Lender shall pay agrees to reimburse the Agent forthwith on demand in the event the Borrower does not repay the Agent, an amount equal to such corresponding amount Lender's Ratable Portion of such Term Loan Borrowing, such Revolving Credit Borrowing and such Settlement Amount in respect of Revolving Credit Borrowings, together with interest thereon, thereon for each day from and including the date such amount is made available to the Borrower to but excluding until the date of payment such amount is repaid to the Agent, at a the interest rate determined by applicable at the Agent in accordance with prevailing banking industry practice on interbank compensationtime to Prime Rate Advances comprising Term Loan Borrowing or Revolving Credit Borrowings, as the case may be. If such Lender pays such amount to the Agent, then such amount shall constitute such Lender’s Advance. If the Lender does not do so forthwith, the Borrower shall pay to the Agent forthwith on demand such corresponding Lender's Ratable Portion of the Term Loan Borrowing, such Revolving Credit Borrowing or such Settlement Amount prior to repayment of such amount with interest thereon at by the interest rate applicable Borrower, the amount so repaid shall constitute such Lender's Ratable Portion of the Term Loan Borrowing or such Revolving Credit Borrowing or such Settlement Amount and the Borrower shall have no further obligation to make the Advance in questionpayment required by this Section. Any payment interest accruing on such Lender's Ratable Portion of any such Borrowings up to and including the date of repayment by the Borrower or payment by such Lender shall be without prejudice to any claim for the Borrower may have against a Lender that has failed to make such payment to sole account of the Agent. (2) Notwithstanding Section 5.15(1), if any Lender fails to make available to the Agent its Applicable Percentage of any Advance (that Lender being the “Non-Funding Lender”), the Agent shall forthwith give notice of that failure by the Non-Funding Lender to the Borrower and the other Lenders. The Agent shall then forthwith give notice to the other Lenders that any Lender may make available to the Agent all or any portion of the Non-Funding Lender’s Applicable Percentage of that Advance (but in no way shall any other Lender or the Agent be obliged to do so) in the place of the Non-Funding Lender. If more than one Lender gives notice that it is prepared to make funds available in the place of a Non-Funding Lender in those circumstances and the aggregate of the funds which those Lenders (collectively the “Contributing Lenders” and individually the “Contributing Lender”) are prepared to make available exceeds the amount of the Advance which the Defaulting Lender failed to make, then each Contributing Lender shall be deemed to have given notice that it is prepared to make available its Applicable Percentage of that Advance based on the Contributing Lenders’ relative commitments to advance in those circumstances. If any Contributing Lender makes funds available in the place of a Non-Funding Lender in those circumstances, then the Non-Funding Lender shall pay to any Contributing Lender making the funds available in its place, forthwith on demand, any amount advanced on its behalf together with interest thereon at the rate applicable to that Advance from the date of advance to the date of payment, against payment by the Contributing Lender making the funds available of all interest received in respect of the Advance from the Borrower. The failure of any Lender to make available to the Agent its Applicable Percentage of any Advance as required herein shall not relieve any other Lender of its obligations to make available to the Agent its Applicable Percentage of any Advance as required herein.

Failure of Lender to Fund. (1) Unless the Agent has received notice from a Lender before the proposed date of any Advance that such Lender will not make available to the Agent such Lender’s 's share of such Advance, the Agent may assume that such Lender has made such share available on such date in accordance with the provisions of this Agreement concerning funding by Lenders and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In that event, if a Lender has not in fact made its share of the applicable Advance available to the Agent, then the applicable Lender shall pay to the Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Agent, at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensation. If such Lender pays such amount to the Agent, then such amount shall constitute such Lender’s 's Advance. If the Lender does not do so forthwith, the Borrower shall pay to the Agent forthwith on demand such corresponding amount with interest thereon at the interest rate applicable to the Advance in question. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that has failed to make such payment to the Agent. (2) Notwithstanding Section 5.15(1), if any Lender fails to make available to the Agent its Applicable Percentage of any Advance (that Lender being the “"Non-Funding Lender”"), the Agent shall forthwith give notice of that failure by the Non-Funding Lender to the Borrower and the other Lenders. The Agent shall then forthwith give notice to the other Lenders that any Lender may make available to the Agent all or any portion of the Non-Funding Lender’s 's Applicable Percentage of that Advance (but in no way shall any other Lender or the Agent be obliged to do so) in the place of the Non-Funding Lender. If more than one Lender gives notice that it is prepared to make funds available in the place of a Non-Funding Lender in those circumstances and the aggregate of the funds which those Lenders (collectively the “"Contributing Lenders” " and individually the “"Contributing Lender”") are prepared to make available exceeds the amount of the Advance which the Defaulting Lender failed to make, then each Contributing Lender shall be deemed to have given notice that it is prepared to make available its Applicable Percentage of that Advance based on the Contributing Lenders’ ' relative commitments to advance in those circumstances. If any Contributing Lender makes funds available in the place of a Non-Funding Lender in those circumstances, then the Non-Funding Lender shall pay to any Contributing Lender making the funds available in its place, forthwith on demand, any amount advanced on its behalf together with interest thereon at the rate applicable to that Advance from the date of advance to the date of payment, against payment by the Contributing Lender making the funds available of all interest received in respect of the Advance from the Borrower. The failure of any Lender to make available to the Agent its Applicable Percentage of any Advance as required herein shall not relieve any other Lender of its obligations to make available to the Agent its Applicable Percentage of any Advance as required herein.

Failure of Lender to Fund. (1) 12.3.1 Unless the Agent has received notice from actual knowledge that a Lender before the proposed date of any Advance that such Lender has not made or will not make available to the Agent for value on a Drawdown Date the applicable amount required from such Lender’s share of such AdvanceLender pursuant to Sections 8.11 or 8.16, the Agent may shall be entitled to assume that such amount has been or will be received from such Lender has made such share available on such date in accordance with when so due and the provisions of this Agreement concerning funding by Lenders and mayAgent may (but shall not be obliged to), in reliance upon such assumption, make available to the relevant Borrower a corresponding amount. In that event, if a Lender has If such amount is not in fact received by the Agent from such Lender on such Drawdown Date and the Agent has made its share of the applicable Advance available a corresponding amount to the Agenta Borrower on such Drawdown Date as aforesaid, then the applicable such Lender shall pay to the Agent forthwith on demand an amount equal to the product of (i) the Interbank Reference Rate per annum multiplied by (ii) the amount that should have been paid to the Agent by such corresponding amount with interest thereonLender on such Drawdown Date and was not, for each day multiplied by (iii) a fraction, the numerator of which is the number of days that have elapsed from and including the date such amount is made available to the Borrower Drawdown Date to but excluding the date of payment to on which the Agent, at a rate determined amount is received by the Agent from such Lender and the denominator of which is 365. A certificate of the Agent containing details of the amount owing by a Lender under this Section shall be binding and conclusive in accordance with prevailing banking industry practice on interbank compensationthe absence of manifest error. If any such amount is not in fact received by the Agent from such Lender pays on such Drawdown Date, the Agent shall be entitled to recover from the relevant Borrower, on demand, the related amount made available by the Agent to the Agent, then such amount shall constitute such Lender’s Advance. If the Lender does not do so forthwith, the Borrower shall pay to the Agent forthwith on demand such corresponding amount as aforesaid together with interest thereon at the interest applicable rate applicable to the Advance in question. Any payment per annum payable by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that has failed to make such payment to the Agenthereunder. (2) 12.3.2 Notwithstanding the provisions of Section 5.15(1)12.3.1, if any Lender fails to make available to the Agent its Applicable Percentage Proportionate Share of any Advance (that such Lender being herein called the “Non-Funding "Defaulting Lender”"), the Agent shall forthwith give notice of that such failure by the Non-Funding Defaulting Lender to the relevant Borrower and the other Lenders. The Agent shall then forthwith give notice to the other Lenders that any Lender may make available to the Agent all or any portion of the Non-Funding Defaulting Lender’s Applicable Percentage 's Proportionate Share of that such Advance (but in no way shall any other Lender or the Agent be obliged to do so) in the place of the Non-Funding Defaulting Lender. If more than one Lender gives notice that it is prepared to make funds available in the place of a Non-Funding Defaulting Lender in those such circumstances and the aggregate of the funds which those such Lenders (herein collectively called the “"Contributing Lenders” " and individually called the “"Contributing Lender”") are prepared to make available exceeds the amount of the Advance which the Defaulting Lender failed to make, then each Contributing Lender shall be deemed to have given notice that it is prepared to make available its Applicable Percentage Proportionate Share of that such Advance based on the Contributing Lenders’ ' relative commitments to advance in those such circumstances. If any Contributing Lender makes funds available in the place of a Non-Funding Defaulting Lender in those such circumstances, then the Non-Funding Defaulting Lender shall pay to any Contributing Lender making the funds available in its place, forthwith on demand, any amount advanced on its behalf together with interest thereon at the rate applicable to that such Advance from the date of advance to the date of payment, against payment by the Contributing Lender making the funds available of all interest received in respect of the Advance from the relevant Borrower. The failure of any Lender to make available to the Agent its Applicable Percentage Proportionate Share of any Advance as required herein shall not relieve any other Lender of its obligations to make available to the Agent its Applicable Percentage Proportionate Share of any Advance as required herein.

Failure of Lender to Fund. (1) Unless the Agent has received notice from a Lender before the proposed date of any Advance that such the Lender will not make available to the Agent such Lender’s its share of such the Advance, the Agent may assume that such the Lender has made such its share available on such that date in accordance with the provisions of this Agreement concerning funding by Lenders and may, in reliance upon such that assumption, make available to the Borrower a corresponding amount. In that event, if a Lender has not in fact made its share of the applicable Advance available to the Agent, then the applicable Lender shall pay to the Agent forthwith immediately on demand such that corresponding amount amount, with interest thereon, for each day from and including the date such the amount is made available to the Borrower to but excluding the date of payment to the Agent, at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensation. If such the Lender pays such that amount to the Agent, then such the amount shall constitute such the Lender’s 's Advance. If the Lender does not do so forthwithimmediately, the Borrower shall pay to the Agent forthwith immediately on demand such the corresponding amount with interest thereon at the interest rate applicable to the Advance in question. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that has failed to make such its payment to the Agent. (2) Notwithstanding Section 5.15(19.16(1), if any Lender fails to make available deliver its share of any Advance to the Agent its Applicable Percentage of any Advance (that Lender being the “"Non-Funding Lender”"), the Agent shall forthwith immediately give notice of that failure by the Non-Funding Lender to the Borrower and the other Lenders. The Agent shall then forthwith give notice Lenders and indicate to the other Lenders that any Lender (individually a "Contributing Lender" and collectively the "Contributing Lenders") may make available to the Agent all or any portion of the Non-Funding Lender’s Applicable Percentage 's share of that Advance (in place of the Non-Funding Lender, but in no way shall any other Lender or the Agent be obliged to do so) in . A Contributing Lender shall make funds available to the place of Agent as soon as possible for delivery by the Non-Funding LenderAgent to the Borrower. If more than one Contributing Lender gives notice that it is prepared to make funds available in the place of a Non-Funding Lender in those circumstances and the aggregate of the funds which those that the Contributing Lenders (collectively the “Contributing Lenders” and individually the “Contributing Lender”) are prepared to make available exceeds the amount of the Advance which that the Defaulting Non-Funding Lender failed to make, then each Contributing Lender shall be deemed to have given notice that it is prepared to make available its Applicable Percentage a portion of that Advance based on the Contributing Lenders’ ' relative commitments Commitments to advance in those circumstancesthe applicable Credit. If any a Contributing Lender makes funds available in the place of a Non-Funding Lender in those circumstancesLender, then the Non-Non- Funding Lender shall pay to any the Contributing Lender making the funds available in its placeLender, forthwith immediately on demand, any the amount advanced on its behalf together with interest thereon at the rate applicable to that Advance from the date of advance to the date of payment, against payment by and the Contributing Non-Funding Lender making the funds available of shall then be entitled to receive all interest received paid in respect of the Advance from by the Borrower. The failure of any Lender to make available to the Agent deliver its Applicable Percentage of any Advance to the Agent as required herein shall not relieve any other Lender of its obligations obligation to make available to the Agent deliver its Applicable Percentage of any Advance as required hereinrequired.

Failure of Lender to Fund. (1) Unless Administrative Agent shall have been notified by any Lender prior to the Agent has received notice from a Lender before the proposed applicable date of any Advance a Borrowing that such Lender will does not intend to make available to Administrative Agent the Agent amount of such Lender’s share Proportionate Share of the Loan requested on such Advancedate, the Administrative Agent may assume that such Lender has made such share amount available to Administrative Agent on such date in accordance with the provisions of this Agreement concerning funding by Lenders prior paragraph and Administrative Agent may, in its sole discretion and in reliance upon such assumption, make available to the Borrower Borrowers a corresponding amountamount on such date. In that event, if a Lender has If such corresponding amount is not in fact made its share of the applicable Advance available to the AgentAdministrative Agent by such Lender, then the applicable Lender Administrative Agent shall pay be entitled to the Agent forthwith on demand recover such corresponding amount on demand (and, in any event, within two Business Days from the applicable date of such Borrowing) from such Lender together with interest thereon, for each day from and including the applicable date of such Borrowing until the date such amount is made available paid to the Borrower to but excluding the date of payment to the Administrative Agent, at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensationFederal Funds Rate for the first two Business Days after such date. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s AdvanceProportionate Share of such Loan included in such Loan. If the such Lender does not do so forthwith, the Borrower shall pay to the Agent forthwith on demand such corresponding amount forthwith upon Administrative Agent’s demand therefor or within two Business Days from the applicable date of such Borrowing, Administrative Agent shall promptly notify Borrowers and Borrowers shall immediately pay such corresponding amount to Administrative Agent together with interest thereon thereon, for each day from the applicable date of such Borrowing until the date such amount is paid to Administrative Agent, at the interest rate applicable to the Advance then payable under this Agreement for Base Rate Loans. Nothing in question. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that has failed to make such payment to the Agent. (2this Section 2.1.7(d) Notwithstanding Section 5.15(1), if any Lender fails to make available to the Agent its Applicable Percentage of any Advance (that Lender being the “Non-Funding Lender”), the Agent shall forthwith give notice of that failure by the Non-Funding Lender to the Borrower and the other Lenders. The Agent shall then forthwith give notice to the other Lenders that any Lender may make available to the Agent all or any portion of the Non-Funding Lender’s Applicable Percentage of that Advance (but in no way shall any other Lender or the Agent be obliged to do so) in the place of the Non-Funding Lender. If more than one Lender gives notice that it is prepared to make funds available in the place of a Non-Funding Lender in those circumstances and the aggregate of the funds which those Lenders (collectively the “Contributing Lenders” and individually the “Contributing Lender”) are prepared to make available exceeds the amount of the Advance which the Defaulting Lender failed to make, then each Contributing Lender shall be deemed to relieve any Lender from its obligation to fulfill its obligations hereunder or to prejudice any rights that Borrowers may have given notice that it is prepared to make available its Applicable Percentage of that Advance based on the Contributing Lenders’ relative commitments to advance in those circumstances. If against any Contributing Lender makes funds available in the place of as a Non-Funding Lender in those circumstances, then the Non-Funding Lender shall pay to any Contributing Lender making the funds available in its place, forthwith on demand, any amount advanced on its behalf together with interest thereon at the rate applicable to that Advance from the date of advance to the date of payment, against payment by the Contributing Lender making the funds available of all interest received in respect of the Advance from the Borrower. The failure result of any default by such Lender to make available to the Agent its Applicable Percentage of any Advance as required herein shall not relieve any other Lender of its obligations to make available to the Agent its Applicable Percentage of any Advance as required hereinhereunder.

Failure of Lender to Fund. (1) Unless Administrative Agent shall have been notified by any Lender prior to the Agent has received notice from a Lender before the proposed applicable date of any Advance a Borrowing that such Lender will does not intend to make available to Administrative Agent the Agent amount of such Lender’s share 's Proportionate Share of the Loan requested on such Advancedate, the Administrative Agent may assume that such Lender has made such share amount available to Administrative Agent on such date in accordance with the provisions of this Agreement concerning funding by Lenders prior paragraph and Administrative Agent may, in its sole discretion and in reliance upon such assumption, make available to the Borrower Borrowers a corresponding amountamount on such date. In that event, if a Lender has If such corresponding amount is not in fact made its share of the applicable Advance available to the AgentAdministrative Agent by such Lender, then the applicable Lender Administrative Agent shall pay be entitled to the Agent forthwith on demand recover such corresponding amount on demand (and, in any event, within two Business Days from the applicable date of such Borrowing) from such Lender together with interest thereon, for each day from and including the applicable date of such Borrowing until the date such amount is made available paid to the Borrower to but excluding the date of payment to the Administrative Agent, at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensationFederal Funds Rate for the first two Business Days after such date. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Advance's Proportionate Share of such Loan included in such Loan. If the such Lender does not do so forthwith, the Borrower shall pay to the Agent forthwith on demand such corresponding amount forthwith upon Administrative Agent's demand therefor or within two Business Days from the applicable date of such Borrowing, Administrative Agent shall promptly notify Borrowers and Borrowers shall immediately pay such corresponding amount to Administrative Agent together with interest thereon thereon, for each day from the applicable date of such Borrowing until the date such amount is paid to Administrative Agent, at the interest rate applicable to the Advance then payable under this Agreement for Base Rate Loans. Nothing in question. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that has failed to make such payment to the Agent. (2this Section 2.1.7(d) Notwithstanding Section 5.15(1), if any Lender fails to make available to the Agent its Applicable Percentage of any Advance (that Lender being the “Non-Funding Lender”), the Agent shall forthwith give notice of that failure by the Non-Funding Lender to the Borrower and the other Lenders. The Agent shall then forthwith give notice to the other Lenders that any Lender may make available to the Agent all or any portion of the Non-Funding Lender’s Applicable Percentage of that Advance (but in no way shall any other Lender or the Agent be obliged to do so) in the place of the Non-Funding Lender. If more than one Lender gives notice that it is prepared to make funds available in the place of a Non-Funding Lender in those circumstances and the aggregate of the funds which those Lenders (collectively the “Contributing Lenders” and individually the “Contributing Lender”) are prepared to make available exceeds the amount of the Advance which the Defaulting Lender failed to make, then each Contributing Lender shall be deemed to relieve any Lender from its obligation to fulfill its obligations hereunder or to prejudice any rights that Borrowers may have given notice that it is prepared to make available its Applicable Percentage of that Advance based on the Contributing Lenders’ relative commitments to advance in those circumstances. If against any Contributing Lender makes funds available in the place of as a Non-Funding Lender in those circumstances, then the Non-Funding Lender shall pay to any Contributing Lender making the funds available in its place, forthwith on demand, any amount advanced on its behalf together with interest thereon at the rate applicable to that Advance from the date of advance to the date of payment, against payment by the Contributing Lender making the funds available of all interest received in respect of the Advance from the Borrower. The failure result of any default by such Lender to make available to the Agent its Applicable Percentage of any Advance as required herein shall not relieve any other Lender of its obligations to make available to the Agent its Applicable Percentage of any Advance as required hereinhereunder.

Failure of Lender to Fund. (1a) Unless the Agent has received notice from a Lender before the proposed date of any Advance that such Lender will not make available to the Agent such Lender’s Xxxxxx's share of such Advance, the Agent may assume that such Lender has made such share available on such date in accordance with the provisions of this Agreement concerning funding by Lenders Xxxxxxx and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In that event, if If a Lender has not in fact made its full share of the applicable Advance available to the Agent, then the applicable Lender shall pay to the Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Agent, at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensation. If such Lender pays such amount to the Agent, then such amount shall constitute such Lender’s 's Advance. If the Lender does not do so pay such amount forthwith, the Borrower shall pay to the Agent forthwith on demand such corresponding amount with interest thereon at the interest rate applicable to the Advance in question. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that has failed to make such payment to the Agent. (2b) Notwithstanding Section 5.15(16.11(a), if any Lender fails to make available to the Agent its Applicable Percentage of any Advance (that Lender being the “"Non-Funding Lender”"), the Agent shall forthwith give notice of that failure by the Non-Funding Lender to the Borrower and the other Lenders. The Agent shall then forthwith give notice to the other Lenders that any Lender may make available to the Agent all or any portion of the Non-Funding Lender’s 's Applicable Percentage of that Advance (but in no way shall any other Lender or the Agent be obliged to do so) in the place of the Non-Funding Lender. If more than one Lender gives notice that it is prepared to make funds available in the place of a Non-Funding Lender in those circumstances and the aggregate of the funds which those Lenders (collectively the “"Contributing Lenders” " and individually the “"Contributing Lender”") are prepared to make available exceeds the amount of the Advance which the Defaulting Lender failed to make, then each Contributing Lender shall be deemed to have given notice that it is prepared to make available its Applicable Percentage of that Advance based on the Contributing Lenders’ ' relative commitments to advance in those circumstances. If any Contributing Lender makes funds available in the place of a Non-Funding Lender in those circumstances, then the Non-Funding Lender shall pay to any Contributing Lender making the funds available in its place, forthwith on demand, any amount advanced on its behalf together with interest thereon at the rate applicable to that Advance from the date of advance to the date of payment, against payment by the Contributing Lender making the funds available of all interest received in respect of the Advance from the Borrower. The failure of any Lender to make available to the Agent its Applicable Percentage of any Advance as required herein shall not relieve any other Lender of its obligations to make available to the Agent its Applicable Percentage of any Advance as required herein.

Failure of Lender to Fund. (1a) Unless the Agent has received notice from actual knowledge that a Lender before the proposed date of any Advance that such Lender has not made or will not make available to the Agent for value on a Borrowing Date the applicable amount required from such Lender’s share of such AdvanceLender pursuant to Article 2, the Agent may shall be entitled to assume that such amount has been or will be received from such Lender has made such share available on such date in accordance with when so due and the provisions of this Agreement concerning funding by Lenders and mayAgent may (but shall not be obliged to), in reliance upon such assumption, make available to the Borrower a corresponding amount. In that event, if a Lender has If such amount is not in fact received by the Agent from such Lender on such Borrowing Date and the Agent has made its share of the applicable Advance available a corresponding amount to the AgentBorrower on such Borrowing Date as aforesaid, then the applicable such Lender shall pay to the Agent forthwith on demand an amount equal to the product of (i) the rate per annum then in use at the Branch as a syndicate lender late payment rate, multiplied by (ii) the amount that should have been paid to the Agent by such corresponding amount with interest thereonLender on such Borrowing Date and was not, for each day multiplied by (iii) a fraction, the numerator of which is the number of days that have elapsed from and including the date such amount is made available to the Borrower Borrowing Date to but excluding the date of payment to on which the Agent, at a rate determined amount is received by the Agent from such Lender and the denominator of which is three hundred and sixty-five (365). A certificate of the Agent containing details of the amount owing by a Lender under this Section shall be binding and conclusive in accordance with prevailing banking industry practice on interbank compensationthe absence of manifest error. If any such amount is not in fact received by the Agent from such Lender pays on such Borrowing Date, the Agent shall be entitled to recover from the Borrower, on demand, the related amount made available by the Agent to the Agent, then such amount shall constitute such Lender’s Advance. If the Lender does not do so forthwith, the Borrower shall pay to the Agent forthwith on demand such corresponding amount as aforesaid together with interest thereon at the interest applicable rate applicable to the Advance in question. Any payment per annum payable by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that has failed to make such payment to the Agenthereunder. (2b) Notwithstanding Section 5.15(1the provisions of Subsection 12.3(a), if any Lender fails to make available to the Agent its Applicable Percentage Proportionate Share of any Advance (that such Lender being herein called the “Non-Funding Defaulting Lender”), the Agent shall forthwith give notice of that such failure by the Non-Funding Defaulting Lender to the Borrower and the other Lenders. The Agent shall then forthwith give notice to the other Lenders that any Lender may make available to the Agent all or any portion of the Non-Funding Defaulting Lender’s Applicable Percentage share of that such Advance (in the place of the Defaulting Lender, but in no way shall any other Lender or the Agent be obliged to do so) in the place of the Non-Funding Lender. If more than one Lender gives notice that it is prepared to make funds available in the place of a Non-Funding Defaulting Lender in those such circumstances and the aggregate of the funds which those such Lenders (herein collectively called the “Contributing Lenders” and individually called the “Contributing Lender”) are prepared to make available exceeds the amount of the Advance which the Defaulting Lender failed to make, then each Contributing Lender shall be deemed to have given notice that it is prepared to make available its Applicable Percentage a portion of that such Advance based on the Contributing Lenders’ relative commitments to advance in those circumstancesProportionate Shares. If any Contributing Lender makes funds available in the place of a Non-Funding Defaulting Lender in those such circumstances, then the Non-Funding Defaulting Lender shall pay to any Contributing Lender making the funds available in its place, forthwith on demand, demand any amount advanced on its behalf together with interest thereon at the rate applicable to that such Advance from the date of advance to the date of payment, against payment by the Contributing Lender making the funds available of all interest received in respect of the Advance from the Borrower. The failure of any Lender to make available to the Agent its Applicable Percentage Proportionate Share of any Advance as required herein shall not relieve any other Lender of its obligations to make available to the Agent its Applicable Percentage Proportionate Share of any Advance as required herein.. LEGAL_1:83525085.7 \

Failure of Lender to Fund. (1) Unless the Agent has received notice from a Lender before the proposed date of any Advance that such Lender will not make available to the Agent such Lender’s share of such Advance, the Agent may assume that such Lender has made such share available on such date in accordance with Notwithstanding the provisions of this Agreement concerning funding by Lenders and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In that event, if a Lender has not in fact made its share Section 6(a) of the applicable Advance available to the Agent, then the applicable Lender shall pay to the Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Agent, at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensation. If such Lender pays such amount to the Agent, then such amount shall constitute such Lender’s Advance. If the Lender does not do so forthwith, the Borrower shall pay to the Agent forthwith on demand such corresponding amount with interest thereon at the interest rate applicable to the Advance in question. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that has failed to make such payment to the Agent. (2) Notwithstanding Section 5.15(1)Provisions, if any Lender fails to make available to the Agent its Applicable Percentage of any Advance (that such Lender being herein called the “Non-Funding Defaulting Lender”), the Administrative Agent shall forthwith give notice of that such failure by the Non-Funding Defaulting Lender to the Borrower Borrowers and the other Lenders. The Agent shall then forthwith give notice to the other Lenders that any Lender may make available to the Agent all or any portion of the Non-Funding Defaulting Lender’s Applicable Percentage of that such Advance (but in no way shall any other Lender or the Agent be obliged to do so) in the place of the Non-Funding Defaulting Lender. If more than one Lender gives notice that it is prepared to make funds available in the place of a Non-Funding Defaulting Lender in those such circumstances and the aggregate of the funds which those such Lenders (herein collectively called the “Contributing Lenders” and individually called the “Contributing Lender”) are prepared to make available exceeds the amount of the Advance which the Defaulting Lender failed to make, then each Contributing Lender shall be deemed to have given notice that it is prepared to make available its Applicable Percentage of that such Advance based on the Contributing Lenders’ relative commitments to advance in those such circumstances. If any Contributing Lender makes funds available in the place of a Non-Funding Defaulting Lender in those such circumstances, then the Non-Funding Defaulting Lender shall pay to any Contributing Lender making the funds available in its place, forthwith on demand, any amount advanced on its behalf together with interest thereon at the rate applicable to that such Advance from the date of advance to the date of payment, against payment by the Contributing Lender making the funds available of all interest received in respect of the Advance from the a Borrower. The failure of any Lender to make available to the Agent its Applicable Percentage of any Advance as required herein shall not relieve any other Lender of its obligations to make available to the Agent its Applicable Percentage of any Advance as required herein.

Failure of Lender to Fund. (1a) Unless the Agent has received notice from a Lender before the proposed date of any Advance that such Lender will not make available to the Agent such Lender’s Xxxxxx's share of such Advance, the Agent may assume that such Lender has made such share available on such date in accordance with the provisions of this Agreement concerning funding by Lenders Xxxxxxx and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In that event, if If a Lender has not in fact made its full share of the applicable Advance available to the Agent, then the applicable Lender shall pay to the Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Agent, at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensation. If such Lender pays such amount to the Agent, then such amount shall constitute such Lender’s 's Advance. If the Lender does not do so pay such amount forthwith, the Borrower shall pay to the Agent forthwith on demand such corresponding amount with interest thereon at the interest rate applicable to the Advance in question. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that has failed to make such payment to the Agent. (2b) Notwithstanding Section 5.15(16.11(a), if any Lender fails to make available to the Agent its Applicable Percentage of any Advance (that Lender being the “"Non-Funding Lender”"), the Agent shall forthwith give notice of that failure by the Non-Funding Lender to the Borrower and the other Lenders. The Agent shall then forthwith give notice to the other Lenders that any Lender may make available to the Agent all or any portion of the Non-Funding Lender’s 's Applicable Percentage of that Advance (but in no way shall any other Lender or the Agent be obliged to do so) in the place of the Non-Funding Lender. If more than one Lender gives notice that it is prepared to make funds available in the place of a Non-Funding Lender in those circumstances and the aggregate of the funds which those Lenders (collectively collectively, the “"Contributing Lenders” " and individually individually, the “"Contributing Lender”") are prepared to make available exceeds the amount of the Advance which the Defaulting Lender failed to make, then each Contributing Lender shall be deemed to have given notice that it is prepared to make available its Applicable Percentage of that Advance based on the Contributing Lenders’ ' relative commitments to advance in those circumstances. If any Contributing Lender makes funds available in the place of a Non-Funding Lender in those circumstances, then the Non-Funding Lender shall pay to any Contributing Lender making the funds available in its place, forthwith on demand, any amount advanced on its behalf together with interest thereon at the rate applicable to that Advance from the date of advance to the date of payment, against payment by the Contributing Lender making the funds available of all interest received in respect of the Advance from the Borrower. The failure of any Lender to make available to the Agent its Applicable Percentage of any Advance as required herein shall not relieve any other Lender of its obligations to make available to the Agent its Applicable Percentage of any Advance as required herein.

Failure of Lender to Fund. (1) Unless the Agent has received notice from a Lender before the proposed date of any Advance that such Lender will not make available to the Agent such Lender’s Xxxxxx's share of such Advance, the Agent may assume that such Lender has made such share available on such date in accordance with the provisions of this Agreement concerning funding by Lenders Xxxxxxx and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In that event, if a Lender has not in fact made its share of the applicable Advance available to the Agent, then the applicable Lender shall pay to the Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Agent, at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensation. If such Lender pays such amount to the Agent, then such amount shall constitute such Lender’s 's Advance. If the Lender does not do so forthwith, the Borrower shall pay to the Agent forthwith on demand such corresponding amount with interest thereon at the interest rate applicable to the Advance in question. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that has failed to make such payment to the Agent. (2) Notwithstanding Section 5.15(15.12(1), if any Lender fails to make available to the Agent its Applicable Percentage of any Advance (that Lender being the “"Non-Funding Lender”"), the Agent shall forthwith give notice of that failure by the Non-Funding Lender to the Borrower and the other Lenders. The Agent shall then forthwith give notice to the other Lenders that any Lender may make available to the Agent all or any portion of the Non-Funding Lender’s 's Applicable Percentage of that Advance (but in no way shall any other Lender or the Agent be obliged to do so) in the place of the Non-Funding Lender. If more than one Lender gives notice that it is prepared to make funds available in the place of a Non-Funding Lender in those circumstances and the aggregate of the funds which those Lenders (collectively the “"Contributing Lenders” " and individually the “"Contributing Lender”") are prepared to make available exceeds the amount of the Advance which the Defaulting Lender failed to make, then each Contributing Lender shall be deemed to have given notice that it is prepared to make available its Applicable Percentage of that Advance based on the Contributing Lenders’ ' relative commitments to advance in those circumstances. If any Contributing Lender makes funds available in the place of a Non-Funding Lender in those circumstances, then the Non-Funding Lender shall pay to any Contributing Lender making the funds available in its place, forthwith on demand, any amount advanced on its behalf together with interest thereon at the rate applicable to that Advance from the date of advance to the date of payment, against payment by the Contributing Lender making the funds available of all interest received in respect of the Advance from the Borrower. The failure of any Lender to make available to the Agent its Applicable Percentage of any Advance as required herein shall not relieve any other Lender of its obligations to make available to the Agent its Applicable Percentage of any Advance as required herein.

Failure of Lender to Fund. (1) Unless Administrative Agent shall have been notified by any Lender prior to the Agent has received notice from a Lender before the proposed applicable date of any Advance a Borrowing of a Construction Loan or Term Loan that such Lender will does not intend to make available to Administrative Agent the Agent amount of such Lender’s share 's Proportionate Share of the Construction Loan or Term Loan (as the case may be) requested on such Advancedate, the Administrative Agent may assume that such Lender has made such share amount available to Administrative Agent on such date in accordance with the provisions of this Agreement concerning funding by Lenders prior paragraph and Administrative Agent may, in its sole discretion and in reliance upon such assumption, make available to the Borrower a corresponding amountamount on such date. In that event, if a Lender has If such corresponding amount is not in fact made its share of the applicable Advance available to the AgentAdministrative Agent by such Lender, then the applicable Lender Administrative Agent shall pay be entitled to the Agent forthwith on demand recover such corresponding amount on demand (and, in any event, within two Banking Days from the applicable date of such Borrowing) from such Lender together with interest thereon, for each day from and including the applicable date of such Borrowing until the date such amount is made available paid to the Borrower to but excluding the date of payment to the Administrative Agent, at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensationFederal Funds Rate for the first two Banking Days after such date. If such Lender pays such amount to the Administrative Agent, then such amount (excluding any interest paid to Administrative Agent thereon) shall constitute such Lender’s Advance's Proportionate Share of such Construction Loan or Term Loan (as the case may be) included in such Construction Loan or Term Loan (as the case may be). If the such Lender does not do so forthwith, the Borrower shall pay to the Agent forthwith on demand such corresponding amount forthwith upon Administrative Agent's demand therefor or within two Banking Days from the applicable date of such Borrowing of a Construction Loan or Term Loan (as the case may be), Administrative Agent shall promptly notify Borrower and Borrower shall immediately pay such corresponding amount to Administrative Agent together with interest thereon thereon, for each day from the applicable date of such Borrowing until the date such amount is paid to Administrative Agent, at the interest rate applicable to the Advance then payable under this Agreement for Base Rate Loans. Nothing in question. Any payment by the Borrower this Section 2.1.5(d) shall be without deemed to relieve any Lender from its obligation to fulfill its obligations hereunder or to prejudice to any claim the rights that Borrower may have against a Lender that has failed to make such payment to the Agent. (2) Notwithstanding Section 5.15(1), if any Lender fails to make available to the Agent its Applicable Percentage as a result of any Advance (that default by such Lender being the “Non-Funding Lender”), the Agent shall forthwith give notice of that failure by the Non-Funding Lender to the Borrower and the other Lenders. The Agent shall then forthwith give notice to the other Lenders that any Lender may make available to the Agent all or any portion of the Non-Funding Lender’s Applicable Percentage of that Advance (but in no way shall any other Lender or the Agent be obliged to do so) in the place of the Non-Funding Lender. If more than one Lender gives notice that it is prepared to make funds available in the place of a Non-Funding Lender in those circumstances and the aggregate of the funds which those Lenders (collectively the “Contributing Lenders” and individually the “Contributing Lender”) are prepared to make available exceeds the amount of the Advance which the Defaulting Lender failed to make, then each Contributing Lender shall be deemed to have given notice that it is prepared to make available its Applicable Percentage of that Advance based on the Contributing Lenders’ relative commitments to advance in those circumstances. If any Contributing Lender makes funds available in the place of a Non-Funding Lender in those circumstances, then the Non-Funding Lender shall pay to any Contributing Lender making the funds available in its place, forthwith on demand, any amount advanced on its behalf together with interest thereon at the rate applicable to that Advance from the date of advance to the date of payment, against payment by the Contributing Lender making the funds available of all interest received in respect of the Advance from the Borrower. The failure of any Lender to make available to the Agent its Applicable Percentage of any Advance as required herein shall not relieve any other Lender of its obligations to make available to the Agent its Applicable Percentage of any Advance as required hereinhereunder.

Failure of Lender to Fund. (1) Unless the Agent has received notice from actual knowledge that a Lender before the proposed date of any Advance that such Lender has not made or will not make available to the Agent for value on the date requested for an Advance by the Borrower under a Credit Facility (a "Drawdown Date") such Lender’s share 's Proportionate Share of such AdvanceAdvance requested, the Agent may shall be entitled to assume that such amount has been or will be received from such Lender has made such share available on such date in accordance with when so due and the provisions of this Agreement concerning funding by Lenders and mayAgent may (but shall not be obliged to), in reliance upon such assumption, make available to the Borrower a corresponding amount. In that event, if a Lender has If such amount is not in fact received by the Agent from such Lender on such Drawdown Date and the Agent has made its share of the applicable Advance available a corresponding amount to the AgentBorrower on such Drawdown Date as aforesaid, then the applicable such Lender shall pay to the Agent forthwith on demand an amount equal to the product of (i) the interest rate per annum applicable to the Advance multiplied by (ii) the amount that should have been paid to the Agent by such corresponding amount with interest thereonLender on such Drawdown Date and was not, for each day multiplied by (iii) a fraction, the numerator of which is the number of days that have elapsed from and including the date such amount is made available to the Borrower Drawdown Date to but excluding the date of payment to on which the Agent, at a rate determined amount is received by the Agent in accordance with prevailing banking industry practice on interbank compensationfrom such Lender and the denominator of which is 365. A certificate of the Agent containing details of the amount owing by a Lender under this section shall be deemed to be prima facie correct. If any such amount is not in fact received by the Agent from such Lender pays on such amount to the Agent, then such amount shall constitute such Lender’s Advance. If the Lender does not do so forthwith, the Borrower shall pay to the Agent forthwith on demand such corresponding amount with interest thereon at the interest rate applicable to the Advance in question. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that has failed to make such payment to the Agent. (2) Notwithstanding Section 5.15(1), if any Lender fails to make available to the Agent its Applicable Percentage of any Advance (that Lender being the “Non-Funding Lender”)Drawdown Date , the Agent shall forthwith give notice of that failure be entitled to recover from the Borrower, on demand, the related amount made available by the Non-Funding Lender Agent to the Borrower and the other Lenders. The Agent shall then forthwith give notice to the other Lenders that any Lender may make available to the Agent all or any portion of the Non-Funding Lender’s Applicable Percentage of that Advance (but in no way shall any other Lender or the Agent be obliged to do so) in the place of the Non-Funding Lender. If more than one Lender gives notice that it is prepared to make funds available in the place of a Non-Funding Lender in those circumstances and the aggregate of the funds which those Lenders (collectively the “Contributing Lenders” and individually the “Contributing Lender”) are prepared to make available exceeds the amount of the Advance which the Defaulting Lender failed to make, then each Contributing Lender shall be deemed to have given notice that it is prepared to make available its Applicable Percentage of that Advance based on the Contributing Lenders’ relative commitments to advance in those circumstances. If any Contributing Lender makes funds available in the place of a Non-Funding Lender in those circumstances, then the Non-Funding Lender shall pay to any Contributing Lender making the funds available in its place, forthwith on demand, any amount advanced on its behalf as aforesaid together with interest thereon at the applicable rate applicable to that Advance from the date of advance to the date of payment, against payment per annum payable by the Contributing Borrower hereunder (but for greater certainty, without prejudice to any claim which the Borrower might have against such Lender making the funds available as a result of all interest received in respect such Lender not having made its Proportionate Share of the Advance from the Borrower. The failure of any Lender to make available to the Agent its Applicable Percentage of any Advance as required herein shall not relieve any other Lender of its obligations to make available to the Agent its Applicable Percentage of any Advance as required hereinsuch Advance).

Failure of Lender to Fund. (1a) Unless the Administrative Agent has received notice from actual knowledge that a Lender before the proposed date of any Advance that such Lender has not made or will not make available to the Administrative Agent for value on a Drawdown Date the applicable amount required from such Lender’s share Lender pursuant to Sections 6.7 or 6.10 or its Proportionate Share of such Advancea deemed Advance under Section 6.13, the Administrative Agent may shall be entitled to assume that such amount has been or will be received from such Lender has made such share available on such date in accordance with when so due and the provisions of this Agreement concerning funding by Lenders and mayAdministrative Agent may (but shall not be obliged to), in reliance upon such assumption, make available to the Borrower a corresponding amountamount (except that no such amount shall be made available to the Borrower in the case of a deemed Advance). In that event, if a Lender has If such amount is not in fact received by the Administrative Agent from such Lender on such Drawdown Date and the Administrative Agent has made its share of the applicable Advance available a corresponding amount to the AgentBorrower on such Drawdown Date as aforesaid (or is deemed to have made an Advance to the Borrower in such amount), then the applicable such Lender shall pay to the Administrative Agent forthwith on demand an amount equal to the aggregate of the applicable amount required from such corresponding Lender pursuant to Sections 6.7 or 6.10 or its Proportionate Share of a deemed Advance under Section 6.13 plus an amount equal to the product of (i) the rate per annum applicable to overnight deposits made with interest thereonthe Administrative Agent for amounts approximately equal to the amount required from such Lender multiplied by (ii) the amount that should have been paid to the Administrative Agent by such Lender on such Drawdown Date and was not, for each day multiplied by (iii) a fraction, the numerator of which is the number of days that have elapsed from and including the date such amount is made available to the Borrower Drawdown Date to but excluding the date on which the amount is received by the Administrative Agent from such Lender and the denominator of payment which is 360 if the Advance is a LIBOR Advance and 365 in all other cases. A certificate of the Administrative Agent containing details of the amount owing by a Lender under this Section 10.3(a) shall be binding and conclusive in the absence of manifest error. If any such amount is not in fact received by the Administrative Agent from such Lender on such Drawdown Date, the Administrative Agent shall be entitled to recover from the Borrower, on demand, the related amount made available by the Administrative Agent to the Agent, at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensation. If such Lender pays such amount to the Agent, then such amount shall constitute such Lender’s Advance. If the Lender does not do so forthwith, the Borrower shall pay to the Agent forthwith on demand such corresponding amount as aforesaid together with interest thereon at the interest applicable rate applicable to the Advance in question. Any payment per annum payable by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that has failed to make such payment to the Agenthereunder. (2b) Notwithstanding the provisions of Section 5.15(110.3(a), if any Lender fails to make available to the Administrative Agent its Applicable Percentage Proportionate Share of any Advance Advance, which for greater certainty includes a deemed Advance, (that such Lender being herein called the “Non-Funding "Defaulting Lender”"), the Administrative Agent shall forthwith give notice of that such failure by the Non-Funding Defaulting Lender to the Borrower (except where such failure relates to a deemed Advance) and the other Lenders. The Administrative Agent shall then forthwith give notice to the other Lenders that any Lender may make available to the Administrative Agent all or any portion of the Non-Funding Defaulting Lender’s Applicable Percentage 's Proportionate Share of that such Advance (but in no way shall any other Lender or the Administrative Agent be obliged to do so) in the place of the Non-Funding Defaulting Lender. If more than one Lender gives notice that it is prepared to make funds available in the place of a Non-Funding Defaulting Lender in those such circumstances and the aggregate of the funds which those such Lenders (herein collectively called the “"Contributing Lenders” " and individually called the “"Contributing Lender”") are prepared to make available exceeds the amount of the Advance which the Defaulting Lender failed to make, then each Contributing Lender shall be deemed to have given notice that it is prepared to make available its Applicable Percentage Proportionate Share of that such Advance based on the Contributing Lenders’ ' relative commitments to advance in those such circumstances. If any Contributing Lender makes funds available in the place of a Non-Funding Defaulting Lender in those such circumstances, then the Non-Funding Defaulting Lender shall pay to any Contributing Lender making the funds available in its place, forthwith on demand, any amount advanced on its behalf together with interest thereon at the rate applicable to that such Advance from the date of advance to the date of payment, against payment by the Contributing Lender making the funds available of all interest received in respect of the Advance from the Borrower. The failure of any Lender to make available to the Administrative Agent its Applicable Percentage Proportionate Share of any Advance as required herein shall not relieve any other Lender of its obligations to make available to the Administrative Agent its Applicable Percentage Proportionate Share of any Advance as required herein.

Failure of Lender to Fund. (1) Unless the Agent has received notice from a Lender before the proposed date of any Advance that such Lender will not make available to the Agent such Lender’s Xxxxxx's share of such Advance, the Agent may assume that such Lender has made such share available on such date in accordance with the provisions of this Agreement concerning funding by Lenders Xxxxxxx and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In that event, if a Lender has not in fact made its share of the applicable Advance available to the Agent, then the applicable Lender shall pay to the Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Agent, at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensation. If such Lender pays such amount to the Agent, then such amount shall constitute such Lender’s 's Advance. If the Lender does not do so forthwith, the Borrower shall pay to the Agent forthwith on demand such corresponding amount with interest thereon at the interest rate applicable to the Advance in question. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that has failed to make such payment to the Agent. (2) Notwithstanding Section 5.15(1), if any Lender fails to make available to the Agent its Applicable Percentage of any Advance (that Lender being the “"Non-Funding Lender”"), the Agent shall forthwith give notice of that failure by the Non-Funding Lender to the Borrower and the other Lenders. The Agent shall then forthwith give notice to the other Lenders that any Lender may make available to the Agent all or any portion of the Non-Funding Lender’s 's Applicable Percentage of that Advance (but in no way shall any other Lender or the Agent be obliged to do so) in the place of the Non-Funding Lender. If more than one Lender gives notice that it is prepared to make funds available in the place of a Non-Funding Lender in those circumstances and the aggregate of the funds which those Lenders (collectively the “"Contributing Lenders” " and individually the “"Contributing Lender”") are prepared to make available exceeds the amount of the Advance which the Defaulting Lender failed to make, then each Contributing Lender shall be deemed to have given notice that it is prepared to make available its Applicable Percentage of that Advance based on the Contributing Lenders’ ' relative commitments to advance in those circumstances. If any Contributing Lender makes funds available in the place of a Non-Funding Lender in those circumstances, then the Non-Funding Lender shall pay to any Contributing Lender making the funds available in its place, forthwith on demand, any amount advanced on its behalf together with interest thereon at the rate applicable to that Advance from the date of advance to the date of payment, against payment by the Contributing Lender making the funds available of all interest received in respect of the Advance from the Borrower. The failure of any Lender to make available to the Agent its Applicable Percentage of any Advance as required herein shall not relieve any other Lender of its obligations to make available to the Agent its Applicable Percentage of any Advance as required herein.

Failure of Lender to Fund. (1) 4.26.1 Unless the Agent has received notice from a Lender before the proposed date of any Advance that such Lender will not make available to the Agent such Lender’s share of such Advance, the Agent may assume that such Lender has made such share available on such date in accordance with the provisions of this Agreement concerning funding by Lenders and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In that event, if a Lender has not in fact made its share of the applicable Advance available to the Agent, then the applicable Lender shall pay to the Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Agent, at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensation. If such Lender pays such amount to the Agent, then such amount shall constitute such Lender’s Advance. If the Lender does not do so forthwith, the Borrower shall pay to the Agent forthwith on demand such corresponding amount with interest thereon at the interest rate applicable to the Advance in question. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that has failed to make such payment to the Agent. (2) 4.26.2 Notwithstanding the provisions of Section 5.15(1)4.26.1, if any Lender fails to make available to the Agent its Applicable Percentage of any Advance (that such Lender being herein called the “Non-Funding "Defaulting Lender”"), the Agent shall forthwith give notice of that such failure by the Non-Funding Defaulting Lender to the Borrower and the other Lenders. The Agent shall then forthwith give notice to the other Lenders that any Lender may make available to the Agent all or any portion of the Non-Funding Defaulting Lender’s 's Applicable Percentage of that such Advance (but in no way shall any other Lender or the Agent be obliged to do so) in the place of the Non-Funding Defaulting Lender. If more than one Lender gives notice that it is prepared to make funds available in the place of a Non-Funding Defaulting Lender in those such circumstances and the aggregate of the funds which those such Lenders (herein collectively called the “"Contributing Lenders” " and individually called the “"Contributing Lender”") are prepared to make available exceeds the amount of the Advance which the Defaulting Lender failed to make, then each Contributing Lender shall be deemed to have given notice that it is prepared to make available its Applicable Percentage of that such Advance based on the Contributing Lenders’ ' relative commitments to advance in those such circumstances. If any Contributing Lender makes funds available in the place of a Non-Funding Defaulting Lender in those such circumstances, then the Non-Funding Defaulting Lender shall pay to any Contributing Lender making the funds available in its place, forthwith on demand, any amount advanced on its behalf together with interest thereon at the rate applicable to that such Advance from the date of advance to the date of payment, against payment by the Contributing Lender making the funds available of all interest received in respect of the Advance from the Borrower. The failure of any Lender to make available to the Agent its Applicable Percentage of any Advance as required herein shall not relieve any other Lender of its obligations to make available to the Agent its Applicable Percentage of any Advance as required herein.

Failure of Lender to Fund. (1) Unless Administrative Agent shall have been notified by any Lender prior to the Agent has received notice from a Lender before the proposed applicable date of any Advance a Borrowing of a Loan that such Lender will does not intend to make available to the Administrative Agent such Lender’s share Proportionate Share of the Loan (as the case may be) requested on such Advancedate, the Administrative Agent may assume that such Lender has made such share amount available to Administrative Agent on such date in accordance with the provisions of this Agreement concerning funding by Lenders prior paragraph and Administrative Agent may, but shall not have obligation to, in its sole discretion and in reliance upon such assumption, make available to the Borrower Co-Borrowers a corresponding amountamount on such date. In that event, if a Lender has If such corresponding amount is not in fact made its share of the applicable Advance available to the AgentAdministrative Agent by such Lender, then the applicable Lender Administrative Agent shall pay be entitled to the Agent forthwith on demand recover such corresponding amount on demand (and, in any event, within two Banking Days from the applicable date of such Borrowing) from such Lender together with interest thereon, for each day from and including the applicable date of such Borrowing until the date such amount is made available paid to the Borrower to but excluding the date of payment to the Administrative Agent, at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensationFederal Funds Rate for the first two Banking Days after such date. If such Lender pays such amount to the Administrative Agent, then such amount (excluding any interest paid to Administrative Agent thereon) shall constitute such Lender’s AdvanceProportionate Share of such Loan. If the such Lender does not do so forthwith, the Borrower shall pay to the Agent forthwith on demand such corresponding amount forthwith upon Administrative Agent’s demand therefor or within two Banking Days from the applicable date of such Borrowing of a Loan, Administrative Agent may notify Co-Borrowers and Co-Borrowers shall immediately pay such corresponding amount to Administrative Agent together with interest thereon thereon, for each day from the applicable date of such Borrowing until the date such amount is paid to Administrative Agent, at the interest rate applicable to the Advance then payable under this Agreement for such Loans. Nothing in question. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that has failed to make such payment to the Agent. (2this Section 2.1.7(c) Notwithstanding Section 5.15(1), if any Lender fails to make available to the Agent its Applicable Percentage of any Advance (that Lender being the “Non-Funding Lender”), the Agent shall forthwith give notice of that failure by the Non-Funding Lender to the Borrower and the other Lenders. The Agent shall then forthwith give notice to the other Lenders that any Lender may make available to the Agent all or any portion of the Non-Funding Lender’s Applicable Percentage of that Advance (but in no way shall any other Lender or the Agent be obliged to do so) in the place of the Non-Funding Lender. If more than one Lender gives notice that it is prepared to make funds available in the place of a Non-Funding Lender in those circumstances and the aggregate of the funds which those Lenders (collectively the “Contributing Lenders” and individually the “Contributing Lender”) are prepared to make available exceeds the amount of the Advance which the Defaulting Lender failed to make, then each Contributing Lender shall be deemed to relieve any Lender from its obligation to fulfill its obligations hereunder or to prejudice any rights that Co-Borrowers may have given notice that it is prepared to make available its Applicable Percentage of that Advance based on the Contributing Lenders’ relative commitments to advance in those circumstances. If against any Contributing Lender makes funds available in the place of as a Non-Funding Lender in those circumstances, then the Non-Funding Lender shall pay to any Contributing Lender making the funds available in its place, forthwith on demand, any amount advanced on its behalf together with interest thereon at the rate applicable to that Advance from the date of advance to the date of payment, against payment by the Contributing Lender making the funds available of all interest received in respect of the Advance from the Borrower. The failure result of any default by such Lender to make available to the Agent its Applicable Percentage of any Advance as required herein shall not relieve any other Lender of its obligations to make available to the Agent its Applicable Percentage of any Advance as required hereinhereunder.

Failure of Lender to Fund. (1) 8.3.1 Unless the Agent has received notice from actual knowledge that a Lender before the proposed date of any Advance that such Lender has not made or will not make available to the Agent for value on a Drawdown Date the applicable amount required from such Lender’s share of such AdvanceLender pursuant to Sections 4.8 or 4.13, the Agent may shall be entitled to assume that such amount has been or will be received from such Lender has made such share available on such date in accordance with when so due and the provisions of this Agreement concerning funding by Lenders and mayAgent may (but shall not be obliged to), in reliance upon such assumption, make available to the Borrower a corresponding amount. In that event, if a Lender has If such amount is not in fact received by the Agent from such Lender on such Drawdown Date and the Agent has made its share of the applicable Advance available a corresponding amount to the AgentBorrower on such Drawdown Date as aforesaid, then the applicable such Lender shall pay to the Agent forthwith on demand an amount equal to the product of (i) the Interbank Reference Rate per annum multiplied by (ii) the amount that should have been paid to the Agent by such corresponding amount with interest thereonLender on such Drawdown Date and was not, for each day multiplied by (iii) a fraction, the numerator of which is the number of days that have elapsed from and including the date such amount is made available to the Borrower Drawdown Date to but excluding the date of payment to on which the Agent, at a rate determined amount is received by the Agent from such Lender and the denominator of which is 365. A certificate of the Agent containing details of the amount owing by a Lender under this Section shall be binding and conclusive in accordance with prevailing banking industry practice on interbank compensationthe absence of manifest error. If any such amount is not in fact received by the Agent from such Lender pays on such Drawdown Date, the Agent shall be entitled to recover from the Borrower, on demand, the related amount made available by the Agent to the Agent, then such amount shall constitute such Lender’s Advance. If the Lender does not do so forthwith, the Borrower shall pay to the Agent forthwith on demand such corresponding amount as aforesaid together with interest thereon at the interest applicable rate applicable to the Advance in question. Any payment per annum payable by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that has failed to make such payment to the Agenthereunder. (2) 8.3.2 Notwithstanding the provisions of Section 5.15(1)8.3.1, if any Lender fails to make available to the Agent its Applicable Percentage Proportionate Share of any Advance (that such Lender being herein called the “Non-Funding "Defaulting Lender”"), the Agent shall forthwith give notice of that such failure by the Non-Funding Defaulting Lender to the Borrower and the other Lenders. The Agent shall then forthwith give notice to the other Lenders that any Lender may make available to the Agent all or any portion of the Non-Funding Defaulting Lender’s Applicable Percentage 's Proportionate Share of that such Advance (but in no way shall any other Lender or the Agent be obliged to do so) in the place of the Non-Funding Defaulting Lender. If more than one Lender gives notice that it is prepared to make funds available in the place of a Non-Funding Defaulting Lender in those such circumstances and the aggregate of the funds which those such Lenders (herein collectively called the “"Contributing Lenders” " and individually called the “"Contributing Lender”") are prepared to make available exceeds the amount of the Advance which the Defaulting Lender failed to make, then each Contributing Lender shall be deemed to have given notice that it is prepared to make available its Applicable Percentage Proportionate Share of that such Advance based on the Contributing Lenders’ ' relative commitments to advance in those such circumstances. If any Contributing Lender makes funds available in the place of a Non-Funding Defaulting Lender in those such circumstances, then the Non-Funding Defaulting Lender shall pay to any Contributing Lender making the funds available in its place, forthwith on demand, any amount advanced on its behalf together with interest thereon at the rate applicable to that such Advance from the date of advance to the date of payment, against payment by the Contributing Lender making the funds available of all interest received in respect of the Advance from the Borrower. The failure of any Lender to make available to the Agent its Applicable Percentage Proportionate Share of any Advance as required herein shall not relieve any other Lender of its obligations to make available to the Agent its Applicable Percentage Proportionate Share of any Advance as required herein.

Failure of Lender to Fund. (1) Unless the Agent has received notice from a Lender before the proposed date of any Advance that such Lender will not make available to the Agent such Lender’s share of such Advance, the Agent may assume that such Lender has made such share available on such date in accordance with Notwithstanding the provisions of this Agreement concerning funding by Lenders and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In that event, if a Lender has not in fact made its share Section 6(a) of the applicable Advance available to the Agent, then the applicable Lender shall pay to the Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Agent, at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensation. If such Lender pays such amount to the Agent, then such amount shall constitute such Lender’s Advance. If the Lender does not do so forthwith, the Borrower shall pay to the Agent forthwith on demand such corresponding amount with interest thereon at the interest rate applicable to the Advance in question. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that has failed to make such payment to the Agent. (2) Notwithstanding Section 5.15(1)Provisions, if any Lender fails to make available to the Agent its Applicable Percentage of any Advance (that such Lender being herein called the “Non-Funding Lender”"DEFAULTING LENDER"), the Administrative Agent shall forthwith give notice of that such failure by the Non-Funding Defaulting Lender to the Borrower and the other Lenders. The Agent shall then forthwith give notice to the other Lenders that any Lender may make available to the Agent all or any portion of the Non-Funding Defaulting Lender’s 's Applicable Percentage of that such Advance (but in no way shall any other Lender or the Agent be obliged to do so) in the place of the Non-Funding Defaulting Lender. If more than one Lender gives notice that it is prepared to make funds available in the place of a Non-Funding Defaulting Lender in those such circumstances and the aggregate of the funds which those such Lenders (herein collectively called the “Contributing Lenders” "CONTRIBUTING LENDERS" and individually called the “Contributing Lender”"CONTRIBUTING LENDER") are prepared to make available exceeds the amount of the Advance which the Defaulting Lender failed to make, then each Contributing Lender shall be deemed to have given notice that it is prepared to make available its Applicable Percentage of that such Advance based on the Contributing Lenders’ ' relative commitments to advance in those such circumstances. If any Contributing Lender makes funds available in the place of a Non-Funding Defaulting Lender in those such circumstances, then the Non-Funding Defaulting Lender shall pay to any Contributing Lender making the funds available in its place, forthwith on demand, any amount advanced on its behalf together with interest thereon at the rate applicable to that such Advance from the date of advance to the date of payment, against payment by the Contributing Lender making the funds available of all interest received in respect of the Advance from the Borrower. The failure of any Lender to make available to the Agent its Applicable Percentage of any Advance as required herein shall not relieve any other Lender of its obligations to make available to the Agent its Applicable Percentage of any Advance as required herein.

Failure of Lender to Fund. (1a) Unless the Agent has received notice from actual knowledge that a Lender before the proposed date of any Advance that such Lender has not made or will not make available to the Agent for value on a Borrowing Date the applicable amount required from such Lender’s share of such AdvanceLender pursuant to Article 2, the Agent may shall be entitled to assume that such amount has been or will be received from such Lender has made such share available on such date in accordance with when so due and the provisions of this Agreement concerning funding by Lenders and mayAgent may (but shall not be obliged to), in reliance upon such assumption, make available to the Borrower a corresponding amount. In that event, if a Lender has If such amount is not in fact received by the Agent from such Lender on such Borrowing Date and the Agent has made its share of the applicable Advance available a corresponding amount to the AgentBorrower on such Borrowing Date as aforesaid, then the applicable such Lender shall pay to the Agent forthwith on demand an amount equal to the product of (i) the rate per annum then in use at the Branch as a syndicate lender late payment rate, multiplied by (ii) the amount that should have been paid to the Agent by such corresponding amount with interest thereonLender on such Borrowing Date and was not, for each day multiplied by (iii) a fraction, the numerator of which is the number of days that have elapsed from LEGAL_l:28867748.6 and including the date such amount is made available to the Borrower Borrowing Date to but excluding the date of payment to on which the Agent, at a rate determined amount is received by the Agent from such Lender and the denominator of which is three hundred and sixty-five (365). A certificate of the Agent containing details of the amount owing by a Lender under this Section shall be binding and conclusive in accordance with prevailing banking industry practice on interbank compensationthe absence of manifest error. If any such amount is not in fact received by the Agent from such Lender pays on such Borrowing Date, the Agent shall be entitled to recover from the Borrower, on demand, the related amount made available by the Agent to the Agent, then such amount shall constitute such Lender’s Advance. If the Lender does not do so forthwith, the Borrower shall pay to the Agent forthwith on demand such corresponding amount as aforesaid together with interest thereon at the interest applicable rate applicable to the Advance in question. Any payment per annum payable by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that has failed to make such payment to the Agenthereunder. (2b) Notwithstanding Section 5.15(1the provisions of Subsection 12.3(a), if any Lender fails to make available to the Agent its Applicable Percentage Proportionate Share of any Advance (that such Lender being herein called the “Non-Funding "Defaulting Lender”"), the Agent shall forthwith give notice of that such failure by the Non-Funding Defaulting Lender to the Borrower and the other Lenders. The Agent shall then forthwith give notice to the other Lenders that any Lender may make available to the Agent all or any portion of the Non-Funding Defaulting Lender’s Applicable Percentage 's share of that such Advance (in the place of the Defaulting Lender, but in no way shall any other Lender or the Agent be obliged to do so) in the place of the Non-Funding Lender. If more than one Lender gives notice that it is prepared to make funds available in the place of a Non-Funding Defaulting Lender in those such circumstances and the aggregate of the funds which those such Lenders (herein collectively called the “"Contributing Lenders” " and individually called the “"Contributing Lender”") are prepared to make available exceeds the amount of the Advance which the Defaulting Lender failed to make, then each Contributing Lender shall be deemed to have given notice that it is prepared to make available its Applicable Percentage a portion of that such Advance based on the Contributing Lenders’ ' relative commitments to advance in those circumstancesProportionate Shares. If any Contributing Lender makes funds available in the place of a Non-Funding Defaulting Lender in those such circumstances, then the Non-Funding Defaulting Lender shall pay to any Contributing Lender making the funds available in its place, forthwith on demand, demand any amount advanced on its behalf together with interest thereon at the rate applicable to that such Advance from the date of advance to the date of payment, against payment by the Contributing Lender making the funds available of all interest received in respect of the Advance from the Borrower. The failure of any Lender to make available to the Agent its Applicable Percentage Proportionate Share of any Advance as required herein shall not relieve any other Lender of its obligations to make available to the Agent its Applicable Percentage Proportionate Share of any Advance as required herein.

Failure of Lender to Fund. (1a) Unless the Administrative Agent has received notice from actual knowledge that a Lender before the proposed date of any Advance that such Lender has not made or will not make available to the Administrative Agent for value on a Borrowing Date the applicable amount required from such Lender’s share of such AdvanceLender pursuant to Article 2, the Administrative Agent may shall be entitled to assume that such amount has been or will be received from such Lender has made such share available on such date in accordance with when so due and the provisions of this Agreement concerning funding by Lenders and mayAdministrative Agent may (but shall not be obliged to), in reliance upon such assumption, make available to the Borrower a corresponding amount. In that event, if a Lender has If such amount is not in fact received by the Administrative Agent from such Lender on such Borrowing Date and the Administrative Agent has made its share of the applicable Advance available a corresponding amount to the AgentBorrower on such Borrowing Date as aforesaid, then the applicable such Lender shall pay to the Administrative Agent forthwith on demand an amount equal to the product of (i) the rate per annum then in use at the Branch as a syndicate lender late payment rate, multiplied by (ii) the amount that should have been paid to the Administrative Agent by such corresponding amount with interest thereonLender on such Borrowing Date and was not, for each day multiplied by (iii) a fraction, the numerator of which is the number of days that have elapsed from and including the date such amount is made available to the Borrower Borrowing Date to but excluding the date on which the amount is received by the Administrative Agent from such Lender and the denominator of payment which is three hundred and sixty-five (365). A certificate of the Administrative Agent containing details of the amount owing by a Lender under this Section shall be binding and conclusive in the absence of manifest error. If any such amount is not in fact received by the Administrative Agent from such Lender on such Borrowing Date, the Administrative Agent shall be entitled to recover from the Borrower, on demand, the related amount made available by the Administrative Agent to the Agent, at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensation. If such Lender pays such amount to the Agent, then such amount shall constitute such Lender’s Advance. If the Lender does not do so forthwith, the Borrower shall pay to the Agent forthwith on demand such corresponding amount as aforesaid together with interest thereon at the interest applicable rate applicable to the Advance in question. Any payment per annum payable by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that has failed to make such payment to the Agenthereunder. (2b) Notwithstanding Section 5.15(1the provisions of Subsection 12.3(a), if any Lender fails to make available to the Administrative Agent its Applicable Percentage Proportionate Share of any Advance (that such Lender being herein called the “Non-Funding Defaulting Lender”), the Administrative Agent shall forthwith give notice of that such failure by the Non-Funding Defaulting Lender to the Borrower and the other Lenders. The Administrative Agent shall then forthwith give notice to the other Lenders that any Lender may make available to the Agent all or any portion of the Non-Funding Defaulting Lender’s Applicable Percentage share of that such Advance (in the place of the Defaulting Lender, but in no way shall any other Lender or the Administrative Agent be obliged to do so) in the place of the Non-Funding Lender. If more than LEGAL_1:36982001.9 one Lender gives notice that it is prepared to make funds available in the place of a Non-Funding Defaulting Lender in those such circumstances and the aggregate of the funds which those such Lenders (herein collectively called the “Contributing Lenders” and individually called the “Contributing Lender”) are prepared to make available exceeds the amount of the Advance which the Defaulting Lender failed to make, then each Contributing Lender shall be deemed to have given notice that it is prepared to make available its Applicable Percentage a portion of that such Advance based on the Contributing Lenders’ relative commitments to advance in those circumstancesProportionate Shares. If any Contributing Lender makes funds available in the place of a Non-Funding Defaulting Lender in those such circumstances, then the Non-Funding Defaulting Lender shall pay to any Contributing Lender making the funds available in its place, forthwith on demand, demand any amount advanced on its behalf together with interest thereon at the rate applicable to that such Advance from the date of advance to the date of payment, against payment by the Contributing Lender making the funds available of all interest received in respect of the Advance from the Borrower. The failure of any Lender to make available to the Administrative Agent its Applicable Percentage Proportionate Share of any Advance as required herein shall not relieve any other Lender of its obligations to make available to the Administrative Agent its Applicable Percentage Proportionate Share of any Advance as required herein.

Failure of Lender to Fund. (1) Unless Administrative Agent shall have been notified by any Lender prior to the Agent has received notice from a Lender before the proposed applicable date of any Advance a Borrowing of a Loan that such Lender will does not intend to make available to the Administrative Agent such Lender’s share Proportionate Share of the Loan (as the case may be) requested on such Advancedate, the Administrative Agent may assume that such Lender has made such share amount available to Administrative Agent on such date in accordance with the provisions of this Agreement concerning funding by Lenders prior paragraph and Administrative Agent may, but shall not have obligation to, in its sole discretion and in reliance upon such assumption, make available to the Borrower Co-Borrowers a corresponding amountamount on such date. In that event, if a Lender has If such corresponding amount is not in fact made its share of the applicable Advance available to the AgentAdministrative Agent by such Lender, then the applicable Lender Administrative Agent shall pay be entitled to the Agent forthwith on demand recover such corresponding amount on demand (and, in any event, within two Banking Days from the applicable date of such Borrowing) from such Lender together with interest thereon, for each day from and including the applicable date of such Borrowing until the date such amount is made available paid to the Borrower to but excluding the date of payment to the Administrative Agent, at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensationFederal Funds Rate for the first two Banking Days after such date. If such Lender pays such amount to the Administrative Agent, then such amount (excluding any interest paid to Administrative Agent thereon) shall constitute such Lender’s AdvanceProportionate Share of such Loan. If the such Lender does not do so forthwith, the Borrower shall pay to the Agent forthwith on demand such corresponding amount forthwith upon Administrative Agent’s demand therefor or within two Banking Days from the applicable date of such Borrowing of a Loan, Administrative Agent may notify Co-Borrowers and Co-Borrowers shall immediately pay such corresponding amount to Administrative Agent together with interest thereon thereon, for each day from the applicable date of such Borrowing until the date such amount is paid to Administrative Agent, at the interest rate applicable to the Advance then payable under this Agreement for Base Rate LC Loans. Nothing in question. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that has failed to make such payment to the Agent. (2this Section 2.1.7(c) Notwithstanding Section 5.15(1), if any Lender fails to make available to the Agent its Applicable Percentage of any Advance (that Lender being the “Non-Funding Lender”), the Agent shall forthwith give notice of that failure by the Non-Funding Lender to the Borrower and the other Lenders. The Agent shall then forthwith give notice to the other Lenders that any Lender may make available to the Agent all or any portion of the Non-Funding Lender’s Applicable Percentage of that Advance (but in no way shall any other Lender or the Agent be obliged to do so) in the place of the Non-Funding Lender. If more than one Lender gives notice that it is prepared to make funds available in the place of a Non-Funding Lender in those circumstances and the aggregate of the funds which those Lenders (collectively the “Contributing Lenders” and individually the “Contributing Lender”) are prepared to make available exceeds the amount of the Advance which the Defaulting Lender failed to make, then each Contributing Lender shall be deemed to relieve any Lender from its obligation to fulfill its obligations hereunder or to prejudice any rights that Co-Borrowers may have given notice that it is prepared to make available its Applicable Percentage of that Advance based on the Contributing Lenders’ relative commitments to advance in those circumstances. If against any Contributing Lender makes funds available in the place of as a Non-Funding Lender in those circumstances, then the Non-Funding Lender shall pay to any Contributing Lender making the funds available in its place, forthwith on demand, any amount advanced on its behalf together with interest thereon at the rate applicable to that Advance from the date of advance to the date of payment, against payment by the Contributing Lender making the funds available of all interest received in respect of the Advance from the Borrower. The failure result of any default by such Lender to make available to the Agent its Applicable Percentage of any Advance as required herein shall not relieve any other Lender of its obligations to make available to the Agent its Applicable Percentage of any Advance as required hereinhereunder.

Failure of Lender to Fund. (1) Unless the Agent has received notice from a Lender before the proposed date of Notwithstanding any Advance that such Lender will not make available to the Agent such Lender’s share of such Advance, the Agent may assume that such Lender has made such share available on such date in accordance with the provisions provision of this Agreement concerning funding by Lenders and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In that event, if a Lender has not in fact made its share of the applicable Advance available to the Agent, then the applicable Lender shall pay to the Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Agent, at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensation. If such Lender pays such amount to the Agent, then such amount shall constitute such Lender’s Advance. If the Lender does not do so forthwith, the Borrower shall pay to the Agent forthwith on demand such corresponding amount with interest thereon at the interest rate applicable to the Advance in question. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that has failed to make such payment to the Agent. (2) Notwithstanding Section 5.15(1)contrary, if any Lender fails to make available to becomes a Defaulting Lender, then the Agent its Applicable Percentage of any Advance following provisions shall apply for so long as such Lender is a Defaulting Lender: (that Lender being the “Non-Funding Lender”), a) the Agent shall forthwith give notice of that failure by the Non-Funding Lender to the Borrower and the other Lenders. The Agent shall then forthwith Lenders and give notice to the other Lenders that any Lender may make available to the Agent all or any portion of the Non-Funding Defaulting Lender’s Applicable Percentage of that any requested Advance (but in no way shall any other Lender or the Agent be obliged to do so) in the place of the Non-Funding Defaulting Lender. If more than one Lender gives notice that it is prepared to make funds available in the place of a Non-Funding Defaulting Lender in those such circumstances and the aggregate of the funds which those such Lenders (herein collectively called the “Contributing Lenders” and individually called the “Contributing Lender”) are prepared to make available exceeds the amount of the Advance which the Defaulting Lender failed to make, then each Contributing Lender shall be deemed to have given notice that it is prepared to make available its Applicable Percentage of that such Advance based on the Contributing Lenders’ relative commitments to advance in those such circumstances. If any Contributing Lender makes funds available in the place of a Non-Funding Defaulting Lender in those such circumstances, then the Non-Funding Defaulting Lender shall pay to any Contributing Lender making the funds available in its place, forthwith on demand, any amount advanced on its behalf together with interest thereon at the rate applicable to that such Advance from the date of advance to the date of payment, against payment by the Contributing Lender making the funds available of all interest received in respect of the Advance from the Borrower. The failure of any Lender to make available to the Agent its Applicable Percentage of any Advance as required herein shall not relieve any other Lender of its obligations to make available to the Agent its Applicable Percentage of any Advance as required herein; (b) the Facility Fees pursuant to Section 3.2 shall cease to accrue on the unfunded Commitment of such Defaulting Lender; (c) the Commitment of such Defaulting Lender and its Advances and L/C Exposure, shall not be included in determining whether all Lenders or the Required Lenders have taken or may take any action hereunder (including any consent to any amendment or waiver pursuant to Section 10.2(2) or 10.2(3)), provided that any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender which affects such Defaulting Lender differently than other affected Lenders shall require the consent of such Defaulting Lender; and provided further, that no waiver, amendment or modification of this Agreement shall increase or extend the Commitment of any Defaulting Lender or decrease the interest rate or fees payable to any Defaulting Lender without the consent of such Defaulting Lender. (d) if any L/C Exposure exists at the time a Lender is a Defaulting Lender then: (i) if no Default then exists, all or any part of the L/C Exposure of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders in accordance with their respective Applicable Percentages but only to the extent the sum of all non-Defaulting Lenders’ Advances plus such Defaulting Lender’s L/C Exposure does not exceed the total of all non-Defaulting Lenders’ Commitments and each such Lender’s Commitment is not exceeded; (ii) if the reallocation described in clause (i) above cannot, or can only partially be effected, the Borrower shall within one Business Day following notice by the Agent cash collateralize for the benefit of the Issuing Bank only its obligations corresponding to such Defaulting Lender’s L/C Exposure (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Section 6.20(5) for so long as such L/C Exposure is outstanding; (iii) if the Borrower cash collateralizes any portion of such Defaulting Lender’s L/C Exposure pursuant to clause (ii) above, the Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 6.21 with respect to such Defaulting Lender’s L/C Exposure during the period such Defaulting Lender’s L/C Exposure is cash collateralized; (iv) if the L/C Exposure of the non-Defaulting Lenders is reallocated pursuant to clause (i) above, then the Facility Fees and L/C Commissions payable to the Lenders pursuant to Section 3.2 and Section 6.21 shall be adjusted in accordance with such non-Defaulting Lenders’ Applicable Percentages; and (v) if all or any portion of such Defaulting Lender’s L/C Exposure is neither reallocated nor cash collateralized pursuant to clause (i) or (ii) above, then all Facility Fees that otherwise would have been payable to such Defaulting Lender (solely with respect to the portion of such Defaulting Lender’s Commitment that was utilized by such L/C Exposure) and L/C Commissions payable under Section 6.21 with respect to such Defaulting Lender’s L/C Exposure shall be payable to the Issuing Bank until such L/C Exposure is reallocated and/or cash collateralized; and (e) So long as such Lender is a Defaulting Lender, the Issuing Bank shall not be required to issue, extend, amend or increase any Letter of Credit, unless it is satisfied that the related exposure will be 100% covered by the Commitments of the non-Defaulting Lenders and participating interests in any newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with clause (d) above (and such Defaulting Lender shall not participate therein). If (i) a Defaulting Lender Insolvency Event with respect to a Lender Parent of any Lender shall occur following the date hereof and for so long as such event shall continue or (ii) the Issuing Bank has a good faith belief that any Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Lender commits to extend credit, the Issuing Bank shall not be required to issue, extend, amend or increase any Letter of Credit, unless the Issuing Bank shall have entered into arrangements with the Borrower or such Lender, satisfactory to the Issuing Bank to defease any risk to it in respect of such Lender hereunder. In the event that the Agent, the Borrower and the Issuing Bank each reasonably determines that a Defaulting Lender has adequately remedied all matters that cause such Lender to be a Defaulting Lender, then the L/C Exposure of the Lenders shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such of the Advances of the other Lenders as the Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Applicable Percentage.

Failure of Lender to Fund. (1a) Unless the Agent has received notice from a Lender before the proposed date of any Advance that such Lender will not make available to the Agent such Lender’s share of such Advance, the Agent may assume that such Lender has made such share available on such date in accordance with the provisions of this Agreement concerning funding by Lenders and may, in reliance upon such assumption, make available to the Borrower Borrowers a corresponding amount. In that event, if If a Lender has not in fact made its full share of the applicable Advance available to the Agent, then the applicable Lender shall pay to the Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the applicable Borrower to but excluding the date of payment to the Agent, at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensation. If such Lender pays such amount to the Agent, then such amount shall constitute such Lender’s Advance. If the Lender does not do so pay such amount forthwith, the applicable Borrower shall pay to the Agent forthwith on demand such corresponding amount with interest thereon at the interest rate applicable to the Advance in question. Any payment by the a Borrower shall be without prejudice to any claim the Borrower may have against a Lender that has failed to make such payment to the Agent. (2b) Notwithstanding Section 5.15(16.16(a), if any Lender fails to make available to the Agent its Applicable Percentage of any Advance (that Lender being the “Non-Funding Lender”), the Agent shall forthwith give notice of that failure by the Non-Funding Lender to the Borrower Borrowers and the other Lenders. The Agent shall then forthwith give notice to the other Lenders that any Lender may make available to the Agent all or any portion of the Non-Funding Lender’s Applicable Percentage of that Advance (but in no way shall any other Lender or the Agent be obliged to do so) in the place of the Non-Funding Lender. If more than one Lender gives notice that it is prepared to make funds available in the place of a Non-Funding Lender in those circumstances and the aggregate of the funds which those Lenders (collectively the “Contributing Lenders” and individually the “Contributing Lender”) are prepared to make available exceeds the amount of the Advance which the Defaulting Lender failed to make, then each Contributing Lender shall be deemed to have given notice that it is prepared to make available its Applicable Percentage of that Advance based on the Contributing Lenders’ relative commitments to advance in those circumstances. If any Contributing Lender makes funds available in the place of a Non-Funding Lender in those circumstances, then the Non-Funding Lender shall pay to any Contributing Lender making the funds available in its place, forthwith on demand, any amount advanced on its behalf together with interest thereon at the rate applicable to that Advance from the date of advance to the date of payment, against payment by the Contributing Lender making the funds available of all interest received in respect of the Advance from the Borrower. The failure of any Lender to make available to the Agent its Applicable Percentage of any Advance as required herein shall not relieve any other Lender of its obligations to make available to the Agent its Applicable Percentage of any Advance as required herein.

Failure of Lender to Fund. (1a) Unless the Agent has received notice from a Lender before the proposed date of any Advance that such Lender will not make available to the Agent such LenderXxxxxx’s share of such Advance, the Agent may assume that such Lender has made such share available on such date in accordance with the provisions of this Agreement concerning funding by Lenders Xxxxxxx and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In that event, if If a Lender has not in fact made its full share of the applicable Advance available to the Agent, then the applicable Lender shall pay to the Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Agent, at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensation. If such Lender pays such amount to the Agent, then such amount shall constitute such Lender’s Advance. If the Lender does not do so pay such amount forthwith, the Borrower shall pay to the Agent forthwith on demand such corresponding amount with interest thereon at the interest rate applicable to the Advance in question. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that has failed to make such payment to the Agent. (2b) Notwithstanding Section 5.15(16.10(a), if any Lender fails to make available to the Agent its Applicable Percentage of any Advance (that Lender being the “Non-Funding Lender”), the Agent shall forthwith give notice of that failure by the Non-Funding Lender to the Borrower and the other Lenders. The Agent shall then forthwith give notice to the other Lenders that any Lender may make available to the Agent all or any portion of the Non-Funding Lender’s Applicable Percentage of that Advance (but in no way shall any other Lender or the Agent be obliged to do so) in the place of the Non-Funding Lender. If more than one Lender gives notice that it is prepared to make funds available in the place of a Non-Funding Lender in those circumstances and the aggregate of the funds which those Lenders (collectively the “Contributing Lenders” and individually the “Contributing Lender”) are prepared to make available exceeds the amount of the Advance which the Defaulting Lender failed to make, then each Contributing Lender shall be deemed to have given notice that it is prepared to make available its Applicable Percentage of that Advance based on the Contributing Lenders’ relative commitments to advance in those circumstances. If any Contributing Lender makes funds available in the place of a Non-Funding Lender in those circumstances, then the Non-Funding Lender shall pay to any Contributing Lender making the funds available in its place, forthwith on demand, any amount advanced on its behalf together with interest thereon at the rate applicable to that Advance from the date of advance to the date of payment, against payment by the Contributing Lender making the funds available of all interest received in respect of the Advance from the Borrower. The failure of any Lender to make available to the Agent its Applicable Percentage of any Advance as required herein shall not relieve any other Lender of its obligations to make available to the Agent its Applicable Percentage of any Advance as required herein.

Failure of Lender to Fund. (1a) Unless the Agent has received notice from actual knowledge that a Lender before the proposed date of any Advance that such Lender has not made or will not make available to the Agent for value on a Drawdown Date the applicable amount required from such Lender’s share of such AdvanceLender pursuant to this Agreement, the Agent may shall be entitled to assume that such amount has been or will be received from such Lender has made such share available on such date in accordance with when so due and the provisions of this Agreement concerning funding by Lenders and mayAgent may (but shall not be obliged to), in reliance upon such assumption, make available to the a Borrower a corresponding amount. In that event, if a Lender has If such amount is not in fact received by the Agent from such Lender on such Drawdown Date and the Agent has made its share of the applicable Advance available a corresponding amount to the Agenta Borrower on such Drawdown Date as aforesaid, then the applicable such Lender shall pay to the Agent forthwith on demand an amount equal to the product of the Interbank Reference Rate per annum multiplied by the amount that should have been paid to the Agent by such corresponding amount with interest thereonLender on such Drawdown Date and was not, for each day multiplied by a fraction, the numerator of which is the number of days that have elapsed from and including the date such amount is made available to the Borrower Drawdown Date to but excluding the date of payment to on which the Agent, at a rate determined amount is received by the Agent from such Lender and the denominator of which is 365 or 366, as applicable. A certificate of the Agent containing details of the amount owing by a Lender under this Section 9.3 shall be binding and conclusive in accordance with prevailing banking industry practice on interbank compensationthe absence of manifest error. If any such amount is not in fact received by the Agent from such Lender pays on such amount to the Agent, then such amount shall constitute such Lender’s Advance. If the Lender does not do so forthwithDrawdown Date, the Borrower Agent shall pay be entitled to recover from the Borrowers on demand, the related amount made available by the Agent forthwith on demand such corresponding amount to a Borrower as aforesaid together with interest thereon at the interest applicable rate applicable to the Advance in question. Any payment per annum payable by the applicable Borrower shall be without prejudice to any claim the Borrower may have against a Lender that has failed to make such payment to the Agenthereunder. (2b) Notwithstanding the provisions of Section 5.15(19.3(a), if any Lender fails to make available to the Agent its Applicable Percentage Proportionate Share of any Advance (that such Lender being herein called the “Non-Funding "Defaulting Lender”"), the Agent shall forthwith give notice of that such failure by the Non-Funding Defaulting Lender to the applicable Borrower and the other Lenders. The Agent shall then forthwith give notice to the other Lenders that any Lender may make available to the Agent all or any portion of the Non-Funding Defaulting Lender’s Applicable Percentage 's Proportionate Share of that such Advance (but in no way shall any other Lender or the Agent be obliged to do so) in the place of the Non-Funding Defaulting Lender. If more than one Lender gives notice that it is prepared to make funds available in the place of a Non-Funding Defaulting Lender in those such circumstances and the aggregate of the funds which those such Lenders (herein collectively called the “"Contributing Lenders” " and individually called the “"Contributing Lender”") are prepared to make available exceeds the amount of the Advance which the Defaulting Lender failed to make, then each Contributing Lender shall be deemed to have given notice that it is prepared to make available its Applicable Percentage pro rata share of that such Advance based on the Contributing Lenders’ ' relative commitments to advance in those such circumstances. If any Contributing Lender makes funds available in the place of a Non-Funding Defaulting Lender in those such circumstances, then the Non-Funding Defaulting Lender shall pay to any Contributing Lender making the funds available in its place, forthwith on demand, any amount advanced on its behalf together with interest thereon at the rate payable by the applicable to that Borrower on such Advance from the date of advance contribution to the date of payment, against payment by the Contributing Lender making the funds available of all interest received in respect of the Advance from the a Borrower. The failure of any Lender to make available to the Agent its Applicable Percentage Proportionate Share of any Advance as required herein shall not relieve any other Lender of its obligations to make available to the Agent its Applicable Percentage Proportionate Share of any Advance as required herein.

Failure of Lender to Fund. (1a) Unless the Administrative Agent has received notice from actual knowledge that a Lender before the proposed date of any Advance that such Lender has not made or will not make available to the Administrative Agent for value on a Borrowing Date the applicable amount required from such Lender’s share of such AdvanceLender pursuant to Article 2, the Administrative Agent may shall be entitled to assume that such amount has been or will be received from such Lender has made such share available on such date in accordance with when so due and the provisions of this Agreement concerning funding by Lenders and mayAdministrative Agent may (but shall not be obliged to), in reliance upon such assumption, make available to the Borrower a corresponding amount. In that event, if a Lender has If such amount is not in fact received by the Administrative Agent from such Lender on such Borrowing Date and the Administrative Agent has made its share of the applicable Advance available a corresponding amount to the AgentBorrower on such Borrowing Date as aforesaid, then the applicable such Lender shall pay to the Administrative Agent forthwith on demand an amount equal to the product of (i) the rate per annum then in use at the Branch as a syndicate lender late payment rate, multiplied by (ii) the amount that should have been paid to the Administrative Agent by such corresponding amount with interest thereonLender on such Borrowing Date and was not, for each day multiplied by (iii) a fraction, the numerator of which is the number of days that have elapsed from and including the date such amount is made available to the Borrower Borrowing Date to but excluding the date on which the amount is received by the Administrative Agent from such Lender and the denominator of payment which is three hundred and sixty-five (365). A certificate of the Administrative Agent containing details of the amount owing by a Lender under this Section shall be binding and conclusive in the absence of manifest error. If any such amount is not in fact received by the Administrative Agent from such Lender on such Borrowing Date, the Administrative Agent shall be entitled to recover from the Borrower, on demand, the related amount made available by the Administrative Agent to the Agent, at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensation. If such Lender pays such amount to the Agent, then such amount shall constitute such Lender’s Advance. If the Lender does not do so forthwith, the Borrower shall pay to the Agent forthwith on demand such corresponding amount as aforesaid together with interest thereon at the interest applicable rate applicable to the Advance in question. Any payment per annum payable by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that has failed to make such payment to the Agent.hereunder. LEGAL_1:60252742.8 (2b) Notwithstanding Section 5.15(1the provisions of Subsection 12.3(a), if any Lender fails to make available to the Administrative Agent its Applicable Percentage Proportionate Share of any Advance (that such Lender being herein called the “Non-Funding Defaulting Lender”), the Administrative Agent shall forthwith give notice of that such failure by the Non-Funding Defaulting Lender to the Borrower and the other Lenders. The Administrative Agent shall then forthwith give notice to the other Lenders that any Lender may make available to the Agent all or any portion of the Non-Funding Defaulting Lender’s Applicable Percentage share of that such Advance (in the place of the Defaulting Lender, but in no way shall any other Lender or the Administrative Agent be obliged to do so) in the place of the Non-Funding Lender. If more than one Lender gives notice that it is prepared to make funds available in the place of a Non-Funding Defaulting Lender in those such circumstances and the aggregate of the funds which those such Lenders (herein collectively called the “Contributing Lenders” and individually called the “Contributing Lender”) are prepared to make available exceeds the amount of the Advance which the Defaulting Lender failed to make, then each Contributing Lender shall be deemed to have given notice that it is prepared to make available its Applicable Percentage a portion of that such Advance based on the Contributing Lenders’ relative commitments to advance in those circumstancesProportionate Shares. If any Contributing Lender makes funds available in the place of a Non-Funding Defaulting Lender in those such circumstances, then the Non-Funding Defaulting Lender shall pay to any Contributing Lender making the funds available in its place, forthwith on demand, demand any amount advanced on its behalf together with interest thereon at the rate applicable to that such Advance from the date of advance to the date of payment, against payment by the Contributing Lender making the funds available of all interest received in respect of the Advance from the Borrower. The failure of any Lender to make available to the Administrative Agent its Applicable Percentage Proportionate Share of any Advance as required herein shall not relieve any other Lender of its obligations to make available to the Administrative Agent its Applicable Percentage Proportionate Share of any Advance as required herein.

Failure of Lender to Fund. (1) 10.3.1 Unless the Agent has received notice from actual knowledge that a Lender before the proposed date of any Advance that such Lender has not made or will not make available to the Agent for value on a Drawdown Date the applicable amount required from such Lender’s share of such AdvanceLender pursuant to Article VI, the Agent may shall be entitled to assume that such amount has been or will be received from such Lender has made such share available on such date in accordance with when so due and the provisions of this Agreement concerning funding by Lenders and mayAgent may (but shall not be obliged to), in reliance upon such assumption, make available to the Borrower a corresponding amount. In that event, if a Lender has If such amount is not in fact received by the Agent from such Lender on such Drawdown Date and the Agent has made its share of the applicable Advance available a corresponding amount to the AgentBorrower on such Drawdown Date as aforesaid, then the applicable such Lender shall pay to the Agent forthwith on demand an amount equal to the product of (i) the Interbank Reference Rate per annum multiplied by (ii) the amount that should have been paid to the Agent by such corresponding amount with interest thereonLender on such Drawdown Date and was not, for each day multiplied by (iii) a fraction, the numerator of which is the number of days that have elapsed from and including the date such amount is made available to the Borrower Drawdown Date to but excluding the date of payment to on which the Agent, at a rate determined amount is received by the Agent from such Lender and the denominator of which is 365. A certificate of the Agent containing details of the amount owing by a Lender under this Section shall be binding and conclusive in accordance with prevailing banking industry practice on interbank compensationthe absence of manifest error. If any such amount is not in fact received by the Agent from such Lender pays on such Drawdown Date, the Agent shall be entitled to recover from the Borrower, on demand, the related amount made available by the Agent to the Agent, then such amount shall constitute such Lender’s Advance. If the Lender does not do so forthwith, the Borrower shall pay to the Agent forthwith on demand such corresponding amount as aforesaid together with interest thereon at the interest applicable rate applicable to the Advance in question. Any payment per annum payable by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that has failed to make such payment to the Agenthereunder. (2) 10.3.2 Notwithstanding the provisions of Section 5.15(1)10.3.1, if any Lender wrongfully fails to make available to the Agent its Applicable Percentage Proportionate Share of any Advance (that such Lender being herein called the “Non-Funding "Defaulting Lender”"), the Agent shall forthwith give notice of that such failure by the Non-Funding Defaulting Lender to the Borrower and the other Lenders. The Agent shall then forthwith give notice to the other Lenders that any Lender may make available to the Agent all or any portion of the Non-Funding Defaulting Lender’s Applicable Percentage 's Proportionate Share of that such Advance (but in no way shall any other Lender or the Agent be obliged to do so) in the place of the Non-Funding Defaulting Lender. If more than one Lender gives notice that it is prepared to make funds available in the place of a Non-Funding Defaulting Lender in those such circumstances and the aggregate of the funds which those such Lenders (herein collectively called the “"Contributing Lenders” " and individually called the “"Contributing Lender”") are prepared to make available exceeds the amount of the Advance which the Defaulting Lender failed to make, then each Contributing Lender shall be deemed to have given notice that it is prepared to make available its Applicable Percentage Proportionate Share of that such Advance based on the Contributing Lenders’ ' relative commitments to advance in those such circumstances. If any Contributing Lender makes funds available in the place of a Non-Funding Defaulting Lender in those such circumstances, then the Non-Funding Defaulting Lender shall pay to any Contributing Lender making the funds available in its place, forthwith on demand, any amount advanced on its behalf together with interest thereon at the rate applicable to that such Advance from the date of advance to the date of payment, against payment by the Contributing Lender making the funds available of all interest received in respect of the Advance from the Borrower. The failure of any Lender to make available to the Agent its Applicable Percentage Proportionate Share of any Advance as required herein shall not relieve any other Lender of its obligations to make available to the Agent its Applicable Percentage Proportionate Share of any Advance as required herein.

Failure of Lender to Fund. (1a) Unless the Administrative Agent has received notice from actual knowledge that a Lender before the proposed date of any Advance that such Lender has not made or will not make available to the Administrative Agent for value on a Borrowing Date the applicable amount required from such Lender’s share of such AdvanceLender pursuant to ARTICLE 2, the Administrative Agent may shall be entitled to assume that such amount has been or will be received from such Lender has made such share available on such date in accordance with when so due and the provisions of this Agreement concerning funding by Lenders and mayAdministrative Agent may (but shall not be obliged to), in reliance upon such assumption, make available to the Borrower a corresponding amount. In that event, if a Lender has If such amount is not in fact received by the Administrative Agent from such Lender on such Borrowing Date and the Administrative Agent has made its share of the applicable Advance available a corresponding amount to the AgentBorrower on such Borrowing Date as aforesaid, then the applicable such Lender shall pay to the Administrative Agent forthwith on demand an amount equal to the product of (i) the rate per annum then in use at the Branch as a syndicate lender late payment rate, multiplied by (ii) the amount that should have been paid to the Administrative Agent by such corresponding amount with interest thereonLender on such Borrowing Date and was not, for each day multiplied by (iii) a fraction, the numerator of which is the number of days that have elapsed from and including the date such amount is made available to the Borrower Borrowing Date to but excluding the date on which the amount is received by the Administrative Agent from such Lender and the denominator of payment which is three hundred and sixty-five (365). A certificate of the Administrative Agent containing details of the amount owing by a Lender under this Section shall be binding and conclusive in the absence of manifest error. If any such amount is not in fact received by the Administrative Agent from such Lender on such Borrowing Date, the Administrative Agent shall be entitled to recover from the Borrower, on demand, the related amount made available by the Administrative Agent to the Agent, at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensation. If such Lender pays such amount to the Agent, then such amount shall constitute such Lender’s Advance. If the Lender does not do so forthwith, the Borrower shall pay to the Agent forthwith on demand such corresponding amount as aforesaid together with interest thereon at the interest applicable rate applicable to the Advance in question. Any payment per annum payable by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that has failed to make such payment to the Agenthereunder. (2b) Notwithstanding Section 5.15(1the provisions of Subsection 12.3(a), if any Lender fails to make available to the Administrative Agent its Applicable Percentage Proportionate Share of any Advance (that such Lender being herein called the “Non-Funding Defaulting Lender”), the Administrative Agent shall forthwith give notice of that such failure by the Non-Funding Defaulting Lender to the Borrower and the other Lenders. The Administrative Agent shall then forthwith give notice to the other Lenders that any Lender may make available to the Agent all or any portion of the Non-Funding Defaulting Lender’s Applicable Percentage share of that such Advance (in the place of the Defaulting Lender, but in no way shall any other Lender or the Administrative Agent be obliged to do so) in the place of the Non-Funding Lender. If more than one Lender gives notice that it is prepared to make funds available in the place of a Non-Funding Defaulting Lender in those such circumstances and the aggregate of the funds which those such Lenders (herein collectively called the “Contributing Lenders” and individually called the “Contributing Lender”) are prepared to make available exceeds the amount of the Advance which the Defaulting Lender failed to make, then each Contributing Lender shall be deemed to have given notice that it is prepared to make available its Applicable Percentage a portion of that such Advance based on the Contributing Lenders’ relative commitments to advance in those circumstancesProportionate Shares. If any Contributing Lender makes funds available in the place of a Non-Funding Defaulting Lender in those such circumstances, then the Non-Funding Defaulting Lender shall pay to any Contributing Lender making the funds available in its place, forthwith on demand, demand any amount advanced on its behalf together with interest thereon at the rate applicable to that such Advance from the date of advance to the date of payment, against payment by the Contributing Lender making the funds available of all interest received in respect of the Advance from the Borrower. The failure of any Lender to make available to the Administrative Agent its Applicable Percentage Proportionate Share of any Advance as required herein shall not relieve any other Lender of its obligations to make available to the Administrative Agent its Applicable Percentage Proportionate Share of any Advance as required herein.

Failure of Lender to Fund. (1a) Unless the Agent has received notice from a Lender before the proposed date of any Advance that such Lender will not make available to the Agent such Lender’s 's share of such Advance, the Agent may assume that such Lender has made such share available on such date in accordance with the provisions of this Agreement concerning funding by Lenders and may, in reliance upon such assumption, make available to the Borrower Borrowers a corresponding amount. In that event, if If a Lender has not in fact made its full share of the applicable Advance available to the Agent, then the applicable Lender shall pay to the Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the applicable Borrower to but excluding the date of payment to the Agent, at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensation. If such Lender pays such amount to the Agent, then such amount shall constitute such Lender’s 's Advance. If the Lender does not do so pay such amount forthwith, the applicable Borrower shall pay to the Agent forthwith on demand such corresponding amount with interest thereon at the interest rate applicable to the Advance in question. Any payment by the a Borrower shall be without prejudice to any claim the Borrower may have against a Lender that has failed to make such payment to the Agent. (2b) Notwithstanding Section 5.15(16.15(a), if any Lender fails to make available to the Agent its Applicable Percentage of any Advance (that Lender being the “"Non-Funding Lender”"), the Agent shall forthwith give notice of that failure by the Non-Funding Lender to the Borrower Borrowers and the other Lenders. The Agent shall then forthwith give notice to the other Lenders that any Lender may make available to the Agent all or any portion of the Non-Funding Lender’s 's Applicable Percentage of that Advance (but in no way shall any other Lender or the Agent be obliged to do so) in the place of the Non-Funding Lender. If more than one Lender gives notice that it is prepared to make funds available in the place of a Non-Funding Lender in those circumstances and the aggregate of the funds which those Lenders (collectively the “"Contributing Lenders” " and individually the “"Contributing Lender”") are prepared to make available exceeds the amount of the Advance which the Defaulting Lender failed to make, then each Contributing Lender shall be deemed to have given notice that it is prepared to make available its Applicable Percentage of that Advance based on the Contributing Lenders’ ' relative commitments to advance in those circumstances. If any Contributing Lender makes funds available in the place of a Non-Funding Lender in those circumstances, then the Non-Funding Lender shall pay to any Contributing Lender making the funds available in its place, forthwith on demand, any amount advanced on its behalf together with interest thereon at the rate applicable to that Advance from the date of advance to the date of payment, against payment by the Contributing Lender making the funds available of all interest received in respect of the Advance from the Borrower. The failure of any Lender to make available to the Agent its Applicable Percentage of any Advance as required herein shall not relieve any other Lender of its obligations to make available to the Agent its Applicable Percentage of any Advance as required herein.

Failure of Lender to Fund. (1) 4.23.1 Unless the Agent has received notice from a Lender before the proposed date of any Advance that such Lender will not make available to the Agent such Lender’s share of such Advance, the Agent may assume that such Lender has made such share available on such date in accordance with the provisions of this Agreement concerning funding by Lenders and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. (The Borrower and Lenders acknowledge that, as of the date of this Agreement, it is not the Agent’s usual practice to proceed as it is entitled to do in accordance with the preceding sentence.) In that event, if a Lender has not in fact made its share of the applicable Advance available to the Agent, then the applicable Lender shall pay to the Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Agent, at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensation. If such Lender pays such amount to the Agent, then such amount shall constitute such Lender’s Advance. For clarity, the Borrower shall not be responsible for payment or reimbursement of interest owing by the applicable Lender to the Agent, but shall be responsible for payment to the Lender of interest on the Advance from and including the date the amount was made available to the Borrower by the Agent. If the Lender does not do so forthwith, the Borrower shall pay to the Agent forthwith on demand such corresponding amount with interest thereon at the interest rate applicable to the Advance in question. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that has failed to make such payment to the Agent. (2) 4.23.2 Notwithstanding the provisions of Section 5.15(1)4.23.1, if any Lender fails to make available to the Agent its Applicable Percentage of any Advance (that such Lender being herein called the “Non-Funding Lender”), the Agent shall forthwith give notice of that such failure by the Non-Funding Lender to the Borrower and the other Lenders. The Agent shall then forthwith give notice to the other Lenders that any Lender may make available to the Agent all or any portion of the Non-Funding Lender’s Applicable Percentage of that such Advance (but in no way shall any other Lender or the Agent be obliged to do so) in the place of the Non-Funding Lender. If more than one Lender gives notice that it is prepared to make funds available in the place of a Non-Funding Lender in those such circumstances and the aggregate of the funds which those such Lenders (herein collectively called the “Contributing Lenders” and individually called the “Contributing Lender”) are prepared to make available exceeds the amount of the Advance which the Defaulting Non-Funding Lender failed to make, then each Contributing Lender shall be deemed to have given notice that it is prepared to make available its Applicable Percentage of that such Advance based on the Contributing Lenders’ relative commitments to advance in those such circumstances. If any Contributing Lender makes funds available in the place of a Non-Funding Lender in those such circumstances, then the Non-Funding Lender shall pay to any Contributing Lender making the funds available in its place, forthwith on demand, any amount advanced on its behalf together with interest thereon at the rate applicable to that such Advance from the date of advance to the date of payment, against payment by the Contributing Lender making the funds available of all interest received in respect of the Advance from the Borrower. The failure of any Lender to make available to the Agent its Applicable Percentage of any Advance as required herein shall not relieve any other Lender of its obligations to make available to the Agent and the Borrower its Applicable Percentage of any Advance as required herein.

Failure of Lender to Fund. (1) Unless the Administrative Agent has received notice from a shall have been notified by any Lender before prior to the proposed applicable date of any Advance a Borrowing of a Loan that such Lender will does not intend to make available to the Administrative Agent such Lender’s share Proportionate Share of the Loan (as the case may be) requested on such Advancedate, the Administrative Agent may assume that such Lender has made such share amount available to the Administrative Agent on such date in accordance with the provisions of this Agreement concerning funding by Lenders Section 2.1.5(b), and the Administrative Agent may, in its sole discretion and in reliance upon such assumptionassumption (but without any obligation), make available to the Borrower a corresponding amountamount on such date. In that event, if a Lender has If such corresponding amount is not in fact made its share of the applicable Advance available to the AgentAdministrative Agent by such Lender, then the applicable Lender Administrative Agent shall pay be entitled to the Agent forthwith on demand recover such corresponding amount on demand (and, in any event, within two (2) Business Days from the applicable date of such Borrowing) from such Lender together with KE 84627654 interest thereon, for each day from and including the applicable date of such Borrowing until the date such amount is made available paid to the Borrower to but excluding the date of payment to the Administrative Agent, at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensationFederal Funds Rate for the first two (2) Business Days after such date. If such Lender pays such amount to the Administrative Agent, then such amount (excluding any interest paid to the Administrative Agent thereon) shall constitute such Lender’s AdvanceProportionate Share of such Loan. If the such Lender does not do so forthwithpay such corresponding amount forthwith upon the Administrative Agent’s demand therefor or within two (2) Business Days from the applicable date of such Borrowing of a Loan, the Administrative Agent may notify the Borrower and the Borrower shall immediately pay to the Agent forthwith on demand such corresponding amount to the Administrative Agent together with interest thereon thereon, for each day from the applicable date of such Borrowing until the date such amount is paid to the Administrative Agent, at the interest rate applicable to the Advance then payable under this Agreement for Base Rate Loans. Nothing in question. Any payment by the Borrower this Section 2.1.5(c) shall be without deemed to relieve any Lender from its obligation to fulfill its obligations hereunder or to prejudice to any claim rights that the Borrower may have against a Lender that has failed to make such payment to the Agent. (2) Notwithstanding Section 5.15(1), if any Lender fails to make available to the Agent its Applicable Percentage as a result of any Advance (that default by such Lender being the “Non-Funding Lender”), the Agent shall forthwith give notice of that failure by the Non-Funding Lender to the Borrower and the other Lenders. The Agent shall then forthwith give notice to the other Lenders that any Lender may make available to the Agent all or any portion of the Non-Funding Lender’s Applicable Percentage of that Advance (but in no way shall any other Lender or the Agent be obliged to do so) in the place of the Non-Funding Lender. If more than one Lender gives notice that it is prepared to make funds available in the place of a Non-Funding Lender in those circumstances and the aggregate of the funds which those Lenders (collectively the “Contributing Lenders” and individually the “Contributing Lender”) are prepared to make available exceeds the amount of the Advance which the Defaulting Lender failed to make, then each Contributing Lender shall be deemed to have given notice that it is prepared to make available its Applicable Percentage of that Advance based on the Contributing Lenders’ relative commitments to advance in those circumstances. If any Contributing Lender makes funds available in the place of a Non-Funding Lender in those circumstances, then the Non-Funding Lender shall pay to any Contributing Lender making the funds available in its place, forthwith on demand, any amount advanced on its behalf together with interest thereon at the rate applicable to that Advance from the date of advance to the date of payment, against payment by the Contributing Lender making the funds available of all interest received in respect of the Advance from the Borrower. The failure of any Lender to make available to the Agent its Applicable Percentage of any Advance as required herein shall not relieve any other Lender of its obligations to make available to the Agent its Applicable Percentage of any Advance as required hereinhereunder.

Failure of Lender to Fund. (1) Unless the Agent has received notice from a Lender before the proposed date of any Advance that such Lender will not make available to the Agent such Lender’s share of such Advance, the Agent may assume that such Lender has made such share available on such date in accordance with the provisions of this Agreement concerning funding by Lenders and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In that event, if a Lender has not in fact made its share of the applicable Advance available to the Agent, then the applicable Lender shall pay to the Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Agent, at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensation. If such Lender pays such amount to the Agent, then such amount shall constitute such Lender’s Advance. If the Lender does not do so forthwith, the Borrower shall pay to the Agent forthwith on demand such corresponding amount with interest thereon at the interest rate applicable to the Advance in question. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that has failed to make such payment to the Agent. (2) Notwithstanding Section 5.15(1), if any Lender fails to make available to the Agent its Applicable Percentage of any Advance (that Lender being the “Non-Funding Defaulting Lender”), the Agent shall forthwith give notice of that failure by the Non-Funding Defaulting Lender to the Borrower and the other Lenders. The Agent shall then forthwith give notice to the other Lenders that any Lender may make available to the Agent all or any portion of the Non-Funding Defaulting Lender’s Applicable Percentage of that Advance (but in no way shall any other Lender or the Agent be obliged to do so) in the place of the Non-Funding Defaulting Lender. If more than one Lender gives notice that it is prepared to make funds available in the place of a Non-Funding Defaulting Lender in those circumstances and the aggregate of the funds which those Lenders (collectively the “Contributing Lenders” and individually the “Contributing Lender”) are prepared to make available exceeds the amount of the Advance which the Defaulting Lender failed to make, then each Contributing Lender shall be deemed to have given notice that it is prepared to make available its Applicable Percentage of that Advance based on the Contributing Lenders’ relative commitments to advance in those circumstances. If any Contributing Lender makes funds available in the place of a Non-Funding Defaulting Lender in those circumstances, then the Non-Funding Defaulting Lender shall pay to any Contributing Lender making the funds available in its place, forthwith on demand, any amount advanced on its behalf together with interest thereon at the rate applicable to that Advance from the date of advance to the date of payment, against payment by the Contributing Lender making the funds available of all interest received in respect of the Advance from the Borrower. The failure of any Lender to make available to the Agent its Applicable Percentage of any Advance as required herein shall not relieve any other Lender of its obligations to make available to the Agent its Applicable Percentage of any Advance as required herein.

Failure of Lender to Fund. (1) Unless Administrative Agent shall have been notified by any New Lender or Increasing Lender prior to the Agent has received notice from a Lender before the proposed date of any Advance Restatement Date that such New Lender will or Increasing Lender does not intend to make available to Administrative Agent the Agent such Lender’s share amount of such Advanceits applicable New Term Loan or Additional Term Loan (as the case may be), the Administrative Agent may assume that such New Lender or Increasing Lender has made such share amount available to Administrative Agent on such date the Restatement Date in accordance with the provisions of this Agreement concerning funding by Lenders prior paragraph and Administrative Agent may, in its sole discretion and in reliance upon such assumption, make available to the Borrower a corresponding amountamount on such date. In that event, if a Lender has If such corresponding amount is not in fact made its share of the applicable Advance available to the AgentAdministrative Agent by such New Lender or Increasing Lender, then the applicable Lender Administrative Agent shall pay be entitled to the Agent forthwith on demand recover such corresponding amount on demand (and, in any event, within two Banking Days from the Restatement Date) from such New Lender or Increasing Lender together with interest thereon, for each day from and including the applicable date of such Borrowing until the date such amount is made available paid to the Borrower to but excluding the date of payment to the Administrative Agent, at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensationFederal Funds Rate for the first two Banking Days after such date. If such New Lender or Increasing Lender pays such amount to the Administrative Agent, then such amount (excluding any interest paid to Administrative Agent thereon) shall constitute such Lender’s AdvanceNew Term Loan or Additional Term Loan (as the case may be). If the such New Lender or Increasing Lender does not do so forthwith, the Borrower shall pay to the Agent forthwith on demand such corresponding amount forthwith upon Administrative Agent’s demand therefor or within two Banking Days from the Restatement Date, Administrative Agent shall promptly notify Borrower and Borrower shall immediately pay such corresponding amount to Administrative Agent together with interest thereon thereon, for each day from the Restatement Date until the date such amount is paid to Administrative Agent, at the interest rate applicable to the Advance then payable under this Agreement for Base Rate Loans. Nothing in question. Any payment by the Borrower this Section 2.1.4(b) shall be without deemed to relieve any Lender from its obligation to fulfill its obligations hereunder or to prejudice to any claim the rights that Borrower may have against a Lender that has failed to make such payment to the Agent. (2) Notwithstanding Section 5.15(1), if any Lender fails to make available to the Agent its Applicable Percentage as a result of any Advance (that default by such Lender being the “Non-Funding Lender”), the Agent shall forthwith give notice of that failure by the Non-Funding Lender to the Borrower and the other Lenders. The Agent shall then forthwith give notice to the other Lenders that any Lender may make available to the Agent all or any portion of the Non-Funding Lender’s Applicable Percentage of that Advance (but in no way shall any other Lender or the Agent be obliged to do so) in the place of the Non-Funding Lender. If more than one Lender gives notice that it is prepared to make funds available in the place of a Non-Funding Lender in those circumstances and the aggregate of the funds which those Lenders (collectively the “Contributing Lenders” and individually the “Contributing Lender”) are prepared to make available exceeds the amount of the Advance which the Defaulting Lender failed to make, then each Contributing Lender shall be deemed to have given notice that it is prepared to make available its Applicable Percentage of that Advance based on the Contributing Lenders’ relative commitments to advance in those circumstances. If any Contributing Lender makes funds available in the place of a Non-Funding Lender in those circumstances, then the Non-Funding Lender shall pay to any Contributing Lender making the funds available in its place, forthwith on demand, any amount advanced on its behalf together with interest thereon at the rate applicable to that Advance from the date of advance to the date of payment, against payment by the Contributing Lender making the funds available of all interest received in respect of the Advance from the Borrower. The failure of any Lender to make available to the Agent its Applicable Percentage of any Advance as required herein shall not relieve any other Lender of its obligations to make available to the Agent its Applicable Percentage of any Advance as required hereinhereunder.

Failure of Lender to Fund. (1) Unless the Administrative Agent has received notice from a shall have been notified by any Lender before prior to the proposed applicable date of any Advance a Borrowing of a Loan that such Lender will does not intend to make available to the Administrative Agent such LenderXxxxxx’s share Proportionate Share of the Loan (as the case may be) requested on such Advancedate, the Administrative Agent may assume that such Lender has made such share amount available to the Administrative Agent on such date in accordance with the provisions of this Agreement concerning funding by Lenders Section 2.1.5(b), and the Administrative Agent may, in its sole discretion and in reliance upon such assumptionassumption (but without any obligation), make available to the Borrower a corresponding amountamount on such date. In that event, if a Lender has If such corresponding amount is not in fact made its share of the applicable Advance available to the AgentAdministrative Agent by such Lender, then the applicable Lender Administrative Agent shall pay be entitled to the Agent forthwith on demand recover such corresponding amount on demand (and, in any event, within two (2) Business Days from the applicable date of such Borrowing) from such Lender together with interest thereon, for each day from and including the applicable date of such Borrowing until the date such amount is made available paid to the Borrower to but excluding the date of payment to the Administrative Agent, at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensationFederal Funds Rate for the first two (2) Business Days after such date. If such Lender pays such amount to the Administrative Agent, then such amount (excluding any interest paid to the Administrative Agent thereon) shall constitute such Lender’s AdvanceProportionate Share of such Loan. If the such Lender does not do so forthwithpay such corresponding amount forthwith upon the Administrative Agent’s demand therefor or within two (2) Business Days from the applicable date of such Borrowing of a Loan, the Administrative Agent may notify the Borrower and the Borrower shall immediately pay to the Agent forthwith on demand such corresponding amount to the Administrative Agent together with interest thereon thereon, for each day from the applicable date of such Borrowing until the date such amount is paid to the Administrative Agent, at the interest rate applicable to the Advance then payable under this Agreement for Base Rate Loans. Nothing in question. Any payment by the Borrower this Section 2.1.5(c) shall be without deemed to relieve any Lender from its obligation to fulfill its obligations hereunder or to prejudice to any claim rights that the Borrower may have against a Lender that has failed to make such payment to the Agent. (2) Notwithstanding Section 5.15(1), if any Lender fails to make available to the Agent its Applicable Percentage as a result of any Advance (that default by such Lender being the “Non-Funding Lender”), the Agent shall forthwith give notice of that failure by the Non-Funding Lender to the Borrower and the other Lenders. The Agent shall then forthwith give notice to the other Lenders that any Lender may make available to the Agent all or any portion of the Non-Funding Lender’s Applicable Percentage of that Advance (but in no way shall any other Lender or the Agent be obliged to do so) in the place of the Non-Funding Lender. If more than one Lender gives notice that it is prepared to make funds available in the place of a Non-Funding Lender in those circumstances and the aggregate of the funds which those Lenders (collectively the “Contributing Lenders” and individually the “Contributing Lender”) are prepared to make available exceeds the amount of the Advance which the Defaulting Lender failed to make, then each Contributing Lender shall be deemed to have given notice that it is prepared to make available its Applicable Percentage of that Advance based on the Contributing Lenders’ relative commitments to advance in those circumstances. If any Contributing Lender makes funds available in the place of a Non-Funding Lender in those circumstances, then the Non-Funding Lender shall pay to any Contributing Lender making the funds available in its place, forthwith on demand, any amount advanced on its behalf together with interest thereon at the rate applicable to that Advance from the date of advance to the date of payment, against payment by the Contributing Lender making the funds available of all interest received in respect of the Advance from the Borrower. The failure of any Lender to make available to the Agent its Applicable Percentage of any Advance as required herein shall not relieve any other Lender of its obligations to make available to the Agent its Applicable Percentage of any Advance as required hereinhereunder.

Failure of Lender to Fund. (1) Unless Administrative Agent shall have been notified by any Lender prior to the Agent has received notice from a Lender before the proposed applicable date of any Advance a Borrowing that such Lender will does not intend to make available to Administrative Agent the Agent amount of such Lender’s share Proportionate Share of the Loan requested on such Advancedate, the Administrative Agent may assume that such Lender has made such share amount available to Administrative Agent on such date in accordance with the provisions of this Agreement concerning funding by Lenders prior paragraph and Administrative Agent may, in its sole discretion and in reliance upon such assumption, make available to the Borrower a corresponding amountamount on such date. In that event, if a Lender has If such corresponding amount is not in fact made its share of the applicable Advance available to the AgentAdministrative Agent by such Lender, then the applicable Lender Administrative Agent shall pay be entitled to the Agent forthwith on demand recover such corresponding amount on demand (and, in any event, within two Business Days from the applicable date of such Borrowing) from such Lender together with interest thereon, for each day from and including the applicable date of such Borrowing until the date such amount is made available paid to the Borrower to but excluding the date of payment to the Administrative Agent, at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensationFederal Funds Rate for the first two Business Days after such date. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s AdvanceProportionate Share of such Loan. If the such Lender does not do so forthwith, the Borrower shall pay to the Agent forthwith on demand such corresponding amount forthwith upon Administrative Agent’s demand therefor or within two Business Days from the applicable date of such Borrowing, Administrative Agent shall promptly notify Borrower and Borrower shall immediately pay such corresponding amount to Administrative Agent together with interest thereon thereon, for each day from the applicable date of such Borrowing until the date such amount is paid to Administrative Agent, at the interest rate applicable to the Advance in questionthen payable under this Agreement for Base Rate Loans. Any payment amounts repaid by the Borrower pursuant to this Section 2.1.4(d) shall be without available for re-borrowing if (i) the non-funding Lender makes available to Administrative Agent the amount of such Lender’s Proportionate Share of the Loan requested, including interest thereon, or (ii) a substitute Lender advances such repaid amounts pursuant to Section 11.14. Nothing in this Section 2.1.4(d) shall be deemed to relieve any Lender from its obligation to fulfill its obligations hereunder or to prejudice to any claim the rights that Borrower may have against a Lender that has failed to make such payment to the Agent. (2) Notwithstanding Section 5.15(1), if any Lender fails to make available to the Agent its Applicable Percentage as a result of any Advance (that default by such Lender being the “Non-Funding Lender”), the Agent shall forthwith give notice of that failure by the Non-Funding Lender to the Borrower and the other Lenders. The Agent shall then forthwith give notice to the other Lenders that any Lender may make available to the Agent all or any portion of the Non-Funding Lender’s Applicable Percentage of that Advance (but in no way shall any other Lender or the Agent be obliged to do so) in the place of the Non-Funding Lender. If more than one Lender gives notice that it is prepared to make funds available in the place of a Non-Funding Lender in those circumstances and the aggregate of the funds which those Lenders (collectively the “Contributing Lenders” and individually the “Contributing Lender”) are prepared to make available exceeds the amount of the Advance which the Defaulting Lender failed to make, then each Contributing Lender shall be deemed to have given notice that it is prepared to make available its Applicable Percentage of that Advance based on the Contributing Lenders’ relative commitments to advance in those circumstances. If any Contributing Lender makes funds available in the place of a Non-Funding Lender in those circumstances, then the Non-Funding Lender shall pay to any Contributing Lender making the funds available in its place, forthwith on demand, any amount advanced on its behalf together with interest thereon at the rate applicable to that Advance from the date of advance to the date of payment, against payment by the Contributing Lender making the funds available of all interest received in respect of the Advance from the Borrower. The failure of any Lender to make available to the Agent its Applicable Percentage of any Advance as required herein shall not relieve any other Lender of its obligations to make available to the Agent its Applicable Percentage of any Advance as required hereinhereunder.

Failure of Lender to Fund. (1) 4.25.1 Unless the Agent has received notice from a Lender before the proposed date of any Advance that such Lender will not make available to the Agent such Lender’s share of such Advance, the Agent may assume that such Lender has made such share available on such date in accordance with the provisions of this Agreement concerning funding by Lenders and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. (The Borrower and Lenders acknowledge that, as of the date of this Agreement, it is not the Agent’s usual practice to proceed as it is entitled to do in accordance with the preceding sentence.) In that event, if a Lender has not in fact made its share of the applicable Advance available to the Agent, then the applicable Lender shall pay to the Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Agent, at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensation. If such Lender pays such amount to the Agent, then such amount shall constitute such Lender’s Advance. For clarity, the Borrower shall not be responsible for payment or reimbursement of interest owing by the applicable Lender to the Agent, but shall be responsible for payment to the Lender of interest on the Advance from and including the date the amount was made available to the Borrower by the Agent. If the Lender does not do so forthwith, the Borrower shall pay to the Agent forthwith on demand such corresponding amount with interest thereon at the interest rate applicable to the Advance in question. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that has failed to make such payment to the Agent. (2) 4.25.2 Notwithstanding the provisions of Section 5.15(1)4.25.1, if any Lender fails to make available to the Agent its Applicable Percentage of any Advance (that such Lender being herein called the “Non-Funding Lender”), the Agent shall forthwith give notice of that such failure by the Non-Funding Lender to the Borrower and the other Lenders. The Agent shall then forthwith give notice to the other Lenders that any Lender may make available to the Agent all or any portion of the Non-Funding Lender’s Applicable Percentage of that such Advance (but in no way shall any other Lender or the Agent be obliged to do so) in the place of the Non-Funding Lender. If more than one Lender gives notice that it is prepared to make funds available in the place of a Non-Funding Lender in those such circumstances and the aggregate of the funds which those such Lenders (herein collectively called the “Contributing Lenders” and individually called the “Contributing Lender”) are prepared to make available exceeds the amount of the Advance which the Defaulting Non-Funding Lender failed to make, then each Contributing Lender shall be deemed to have given notice that it is prepared to make available its Applicable Percentage of that such Advance based on the Contributing Lenders’ relative commitments to advance in those such circumstances. If any Contributing Lender makes funds available in the place of a Non-Funding Lender in those such circumstances, then the Non-Funding Lender shall pay to any Contributing Lender making the funds available in its place, forthwith on demand, any amount advanced on its behalf together with interest thereon at the rate applicable to that such Advance from the date of advance to the date of payment, against payment by the Contributing Lender making the funds available of all interest received in respect of the Advance from the Borrower. The failure of any Lender to make available to the Agent its Applicable Percentage of any Advance as required herein shall not relieve any other Lender of its obligations to make available to the Agent and the Borrower its Applicable Percentage of any Advance as required herein.

Failure of Lender to Fund. (1) 4.24.1 Unless the Agent has received notice from a Lender before the proposed date of any Advance that such Lender will not make available to the Agent such Lender’s share of such Advance, the Agent may assume that such Lender has made such share available on such date in accordance with the provisions of this Agreement concerning funding by Lenders and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. (The Borrower and Lenders acknowledge that, as of the date of this Agreement, it is not the Agent’s usual practice to proceed as it is entitled to do in accordance with the preceding sentence.) In that event, if a Lender has not in fact made its share of the applicable Advance available to the Agent, then the applicable Lender shall pay to the Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Agent, at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensation. If such Lender pays such amount to the Agent, then such amount shall constitute such Lender’s Advance. For clarity, the Borrower shall not be responsible for payment or reimbursement of interest owing by the applicable Lender to the Agent, but shall be responsible for payment to the Lender of interest on the Advance from and including the date the amount was made available to the Borrower by the Agent. So If the Lender does not do so forthwith, the Borrower shall pay to the Agent forthwith on demand such corresponding amount with interest thereon at the interest rate applicable to the Advance in question. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that has failed to make such payment to the Agent. (2) 4.24.2 Notwithstanding the provisions of Section 5.15(1)4.24.1, if any Lender fails to make available to the Agent its Applicable Percentage of any Advance (that such Lender being herein called the “Non-Funding Lender”), the Agent shall forthwith give notice of that such failure by the Non-Funding Lender to the Borrower and the other Lenders. The Agent shall then forthwith give notice to the other Lenders that any Lender may make available to the Agent all or any portion of the Non-Funding Lender’s Applicable Percentage of that such Advance (but in no way shall any other Lender or the Agent be obliged to do so) in the place of the Non-Funding Lender. If more than one Lender gives notice that it is prepared to make funds available in the place of a Non-Funding Lender in those such circumstances and the aggregate of the funds which those such Lenders (herein collectively called the “Contributing Lenders” and individually called the “Contributing Lender”) are prepared to make available exceeds the amount of the Advance which the Defaulting Non-Funding Lender failed to make, then each Contributing Lender shall be deemed to have given notice that it is prepared to make available its Applicable Percentage of that such Advance based on the Contributing Lenders’ relative commitments to advance in those such circumstances. If any Contributing Lender makes funds available in the place of a Non-Funding Lender in those such circumstances, then the Non-Funding Lender shall pay to any Contributing Lender making the funds available in its place, forthwith on demand, any amount advanced on its behalf together with interest thereon at the rate applicable to that such Advance from the date of advance to the date of payment, against payment by the Contributing Lender making the funds available of all interest received in respect of the Advance from the Borrower. The failure of any Lender to make available to the Agent its Applicable Percentage of any Advance as required herein shall not relieve any other Lender of its obligations to make available to the Agent and the Borrower its Applicable Percentage of any Advance as required herein.

Failure of Lender to Fund. (1) Unless the Administrative Agent has received notice from a shall have been notified by any Lender before prior to the proposed applicable date of any Advance a Borrowing of a Loan that such Lender will Xxxxxx does not intend to make available to the Administrative Agent such LenderXxxxxx’s share Proportionate Share of the Loan (as the case may be) requested on such Advancedate, the Administrative Agent may assume that such Lender Xxxxxx has made such share amount available to the Administrative Agent on such date in accordance with the provisions of this Agreement concerning funding by Lenders Section 2.1.5(b), and the Administrative Agent may, in its sole discretion and in reliance upon such assumptionassumption (but without any obligation), make available to the Borrower a corresponding amountamount on such date. In that event, if a Lender has If such corresponding amount is not in fact made its share of the applicable Advance available to the AgentAdministrative Agent by such Lender, then the applicable Lender Administrative Agent shall pay be entitled to the Agent forthwith on demand recover such corresponding amount on demand (and, in any event, within two (2) Business Days from the applicable date of such Borrowing) from such Lender together with interest thereon, for each day from and including the applicable date of such Borrowing until the date such amount is made available paid to the Borrower to but excluding the date of payment to the Administrative Agent, at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensationFederal Funds Rate for the first two (2) Business Days after such date. If such Lender pays such amount to the Administrative Agent, then such amount (excluding any interest paid to the Administrative Agent thereon) shall constitute such Lender’s AdvanceProportionate Share of such Loan. If the such Lender does not do so forthwithpay such corresponding amount forthwith upon the Administrative Agent’s demand therefor or within two (2) Business Days from the applicable date of such Borrowing of a Loan, the Administrative Agent may notify the Borrower and the Borrower shall immediately pay to the Agent forthwith on demand such corresponding amount to the Administrative Agent together with interest thereon thereon, for each day from the applicable date of such Borrowing until the date such amount is paid to the Administrative Agent, at the interest rate applicable to the Advance then payable under this Agreement for Base Rate Loans. Nothing in question. Any payment by the Borrower this Section 2.1.5(c) shall be without deemed to relieve any Lender from its obligation to fulfill its obligations hereunder or to prejudice to any claim rights that the Borrower may have against a Lender that has failed to make such payment to the Agent. (2) Notwithstanding Section 5.15(1), if any Lender fails to make available to the Agent its Applicable Percentage as a result of any Advance (that default by such Lender being the “Non-Funding Lender”), the Agent shall forthwith give notice of that failure by the Non-Funding Lender to the Borrower and the other Lenders. The Agent shall then forthwith give notice to the other Lenders that any Lender may make available to the Agent all or any portion of the Non-Funding Lender’s Applicable Percentage of that Advance (but in no way shall any other Lender or the Agent be obliged to do so) in the place of the Non-Funding Lender. If more than one Lender gives notice that it is prepared to make funds available in the place of a Non-Funding Lender in those circumstances and the aggregate of the funds which those Lenders (collectively the “Contributing Lenders” and individually the “Contributing Lender”) are prepared to make available exceeds the amount of the Advance which the Defaulting Lender failed to make, then each Contributing Lender shall be deemed to have given notice that it is prepared to make available its Applicable Percentage of that Advance based on the Contributing Lenders’ relative commitments to advance in those circumstances. If any Contributing Lender makes funds available in the place of a Non-Funding Lender in those circumstances, then the Non-Funding Lender shall pay to any Contributing Lender making the funds available in its place, forthwith on demand, any amount advanced on its behalf together with interest thereon at the rate applicable to that Advance from the date of advance to the date of payment, against payment by the Contributing Lender making the funds available of all interest received in respect of the Advance from the Borrower. The failure of any Lender to make available to the Agent its Applicable Percentage of any Advance as required herein shall not relieve any other Lender of its obligations to make available to the Agent its Applicable Percentage of any Advance as required hereinhereunder.

Failure of Lender to Fund. (1a) Unless the Administrative Agent has received notice from actual knowledge that a Lender before the proposed date of any Advance that such Lender has not made or will not make available to the Administrative Agent for value on a Borrowing Date the applicable amount required from such Lender’s share of such AdvanceLender pursuant to Article 2, the Administrative Agent may shall be entitled to assume that such amount has been or will be received from such Lender has made such share available on such date in accordance with when so due and the provisions of this Agreement concerning funding by Lenders and mayAdministrative Agent may (but shall not be obliged to), in reliance upon such assumption, make available to the Borrower a corresponding amount. In that event, if a Lender has If such amount is not in fact received by the Administrative Agent from such Lender on such Borrowing Date and the Administrative Agent has made its share of the applicable Advance available a corresponding amount to the AgentBorrower on such Borrowing Date as aforesaid, then the applicable such Lender shall pay to the Administrative Agent forthwith on demand an amount equal to the product of (i) the rate per annum then in use at the Branch as a syndicate lender late payment rate, multiplied by (ii) the amount that should have been paid to the Administrative Agent by such corresponding amount with interest thereonLender on such Borrowing Date and was not, for each day multiplied by (iii) a fraction, the numerator of which is the number of days that have elapsed from and including the date such amount is made available to the Borrower Borrowing Date to but excluding the date on which the amount is received by the Administrative Agent from such Lender and the denominator of payment which is three hundred and sixty-five (365). A certificate of the Administrative Agent containing details of the amount owing by a Lender under this Section shall be binding and conclusive in the absence of manifest error. If any such amount is not in fact received by the Administrative Agent from such Lender on such Borrowing Date, the Administrative Agent shall be entitled to recover from the Borrower, on demand, the related amount made available by the Administrative Agent to the Agent, at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensation. If such Lender pays such amount to the Agent, then such amount shall constitute such Lender’s Advance. If the Lender does not do so forthwith, the Borrower shall pay to the Agent forthwith on demand such corresponding amount as aforesaid together with interest thereon at the interest applicable rate applicable to the Advance in question. Any payment per annum payable by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that has failed to make such payment to the Agenthereunder. (2b) Notwithstanding Section 5.15(1the provisions of Subsection 12.3(a), if any Lender fails to make available to the Administrative Agent its Applicable Percentage Proportionate Share of any Advance (that such Lender being herein called the “Non-Funding "Defaulting Lender”"), the Administrative Agent shall forthwith give notice of that such failure by the Non-Funding Defaulting Lender to the Borrower and the other Lenders. The Administrative Agent shall then forthwith give notice to the other Lenders that any Lender may make available to the Agent all or any portion of the Non-Funding Defaulting Lender’s Applicable Percentage 's share of that such Advance (in the place of the Defaulting Lender, but in no way shall any other Lender or the Administrative Agent be obliged to do so) in the place of the Non-Funding Lender. If more than one Lender gives notice that it is prepared to make funds available in the place of a Non-Funding Defaulting Lender in those such circumstances and the aggregate of the funds which those such Lenders (herein collectively called the “"Contributing Lenders” " and individually called the “"Contributing Lender”") are prepared to make available exceeds the amount of the Advance which the Defaulting Lender failed to make, then each Contributing Lender shall be deemed to have given notice that it is prepared to make available its Applicable Percentage a portion of that such Advance based on the Contributing Lenders’ ' relative commitments to advance in those circumstancesProportionate Shares. If any Contributing Lender makes funds available in the place of a Non-Funding Defaulting Lender in those such circumstances, then the Non-Funding Defaulting Lender shall pay to any Contributing Lender making the funds available in its place, forthwith on demand, demand any amount advanced on its behalf together with interest thereon at the rate applicable to that such Advance from the date of advance to the date of payment, against payment by the Contributing Lender making the funds available of all interest received in respect of the Advance from the Borrower. The failure of any Lender to make available to the Administrative Agent its Applicable Percentage Proportionate Share of any Advance as required herein shall not relieve any other Lender of its obligations to make available to the Administrative Agent its Applicable Percentage Proportionate Share of any Advance as required herein.

Failure of Lender to Fund. (1) 12.3.1 Unless the Agent has received notice from actual knowledge that a Lender before the proposed date of any Advance that such Lender has not made or will not make available to the Agent for value on a Drawdown Date the applicable amount required from such Lender’s share of such AdvanceLender pursuant to Sections 8.11 or 8.15, the Agent may shall be entitled to assume that such amount has been or will be received from such Lender has made such share available on such date in accordance with when so due and the provisions of this Agreement concerning funding by Lenders and mayAgent may (but shall not be obliged to), in reliance upon such assumption, make available to the Borrower a corresponding amount. In that event, if a Lender has If such amount is not in fact received by the Agent from such Lender on such Drawdown Date and the Agent has made its share of the applicable Advance available a corresponding amount to the AgentBorrower on such Drawdown Date as aforesaid, then the applicable such Lender shall pay to the Agent forthwith on demand an amount equal to the product of (i) the Interbank Reference Rate per annum multiplied by (ii) the amount that should have been paid to the Agent by such corresponding amount with interest thereonLender on such Drawdown Date and was not, for each day multiplied by (iii) a fraction, the numerator of which is the number of days that have elapsed from and including the date such amount is made available to the Borrower Drawdown Date to but excluding the date of payment to on which the Agent, at a rate determined amount is received by the Agent from such Lender and the denominator of which is 365. A certificate of the Agent containing details of the amount owing by a Lender under this Section shall be binding and conclusive in accordance with prevailing banking industry practice on interbank compensationthe absence of manifest error. If any such amount is not in fact received by the Agent from such Lender pays on such Drawdown Date, the Agent shall be entitled to recover from the Borrower, on demand, the related amount made available by the Agent to the Agent, then such amount shall constitute such Lender’s Advance. If the Lender does not do so forthwith, the Borrower shall pay to the Agent forthwith on demand such corresponding amount as aforesaid together with interest thereon at the interest applicable rate applicable to the Advance in question. Any payment per annum payable by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that has failed to make such payment to the Agenthereunder. (2) 12.3.2 Notwithstanding the provisions of Section 5.15(1)12.3.1, if any Lender fails to make available to the Agent its Applicable Percentage Proportionate Share of any Advance (that such Lender being herein called the “Non-Funding Lender”"DEFAULTING LENDER"), the Agent shall forthwith give notice of that such failure by the Non-Funding Defaulting Lender to the Borrower and the other Lenders. The Agent shall then forthwith give notice to the other Lenders that any Lender may make available to the Agent all or any portion of the Non-Funding Defaulting Lender’s Applicable Percentage 's Proportionate Share of that such Advance (but in no way shall any other Lender or the Agent be obliged to do so) in the place of the Non-Funding Defaulting Lender. If more than one Lender gives notice that it is prepared to make funds available in the place of a Non-Funding Defaulting Lender in those such circumstances and the aggregate of the funds which those such Lenders (herein collectively called the “Contributing Lenders” "CONTRIBUTING LENDERS" and individually called the “Contributing Lender”"CONTRIBUTING LENDER") are prepared to make available exceeds the amount of the Advance which the Defaulting Lender failed to make, then each Contributing Lender shall be deemed to have given notice that it is prepared to make available its Applicable Percentage Proportionate Share of that such Advance based on the Contributing Lenders’ ' relative commitments to advance in those such circumstances. If any Contributing Lender makes funds available in the place of a Non-Funding Defaulting Lender in those such circumstances, then the Non-Funding Defaulting Lender shall pay to any Contributing Lender making the funds available in its place, forthwith on demand, any amount advanced on its behalf together with interest thereon at the rate applicable to that such Advance from the date of advance to the date of payment, against payment by the Contributing Lender making the funds available of all interest received in respect of the Advance from the Borrower. The failure of any Lender to make available to the Agent its Applicable Percentage Proportionate Share of any Advance as required herein shall not relieve any other Lender of its obligations to make available to the Agent its Applicable Percentage Proportionate Share of any Advance as required herein.

Failure of Lender to Fund. (1) Unless the Agent has received notice from a Lender before the proposed date of any Advance that such Lender will not make available to the Agent such Lender’s share of such Advance, the Agent may assume that such Lender has made such share available on such date in accordance with Notwithstanding the provisions of this Agreement concerning funding by Lenders and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In that event, if a Lender has not in fact made its share section 6(a) of the applicable Advance available to the Agent, then the applicable Lender shall pay to the Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Agent, at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensation. If such Lender pays such amount to the Agent, then such amount shall constitute such Lender’s Advance. If the Lender does not do so forthwith, the Borrower shall pay to the Agent forthwith on demand such corresponding amount with interest thereon at the interest rate applicable to the Advance in question. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that has failed to make such payment to the Agent. (2) Notwithstanding Section 5.15(1)Provisions, if any Lender fails to make available to the Agent its Applicable Percentage of any Advance (that such Lender being herein called the “Non-Funding "Defaulting Lender”"), the Agent shall forthwith give notice of that such failure by the Non-Funding Defaulting Lender to the relevant Borrower and the other Lenders. The Agent shall then forthwith give notice to the other Lenders that any Lender may make available to the Agent all or any portion of the Non-Funding Defaulting Lender’s 's Applicable Percentage of that such Advance (but in no way shall any other Lender or the Agent be obliged to do so) in the place of the Non-Funding Defaulting Lender. If more than one Lender gives notice that it is prepared to make funds available in the place of a Non-Funding Defaulting Lender in those such circumstances and the aggregate of the funds which those such Lenders (herein collectively called the “"Contributing Lenders” " and individually called the “"Contributing Lender”") are prepared to make available exceeds the amount of the Advance which the Defaulting Lender failed to make, then each Contributing Lender shall be deemed to have given notice that it is prepared to make available its Applicable Percentage of that such Advance based on the Contributing Lenders’ ' relative commitments to advance in those such circumstances. If any Contributing Lender makes funds available in the place of a Non-Funding Defaulting Lender in those such circumstances, then the Non-Funding Defaulting Lender shall pay to any Contributing Lender making the funds available in its place, forthwith on demand, any amount advanced on its behalf together with interest thereon at the rate applicable to that such Advance from the date of advance to the date of payment, against payment by the Contributing Lender making the funds available of all interest received in respect of the Advance from the relevant Borrower. The failure of any Lender to make available to the Agent its Applicable Percentage of any Advance as required herein shall not relieve any other Lender of its obligations to make available to the Agent its Applicable Percentage of any Advance as required herein.

Failure of Lender to Fund. (1a) Unless the Administrative Agent has received notice from actual knowledge that a Lender before the proposed date of any Advance that such Lender has not made or will not make available to the Administrative Agent for value on a Borrowing Date the applicable amount required from such Lender’s share of such AdvanceLender pursuant to Article 2, the Administrative Agent may shall be entitled to assume that such amount has been or will be received from such Lender has made such share available on such date in accordance with when so due and the provisions of this Agreement concerning funding by Lenders and mayAdministrative Agent may (but shall not be obliged to), in reliance upon such assumption, make available to the Borrower a corresponding amount. In that event, if a Lender has If such amount is not in fact received by the Administrative Agent from such Lender on such Borrowing Date and the Administrative Agent has made its share of the applicable Advance available a corresponding amount to the AgentBorrower on such Borrowing Date as aforesaid, then the applicable such Lender shall pay to the Administrative Agent forthwith on demand an amount equal to the product of (i) the rate per annum then in use at the Branch as a syndicate lender late payment rate, multiplied by (ii) the amount that should have been paid to the Administrative Agent by such corresponding amount with interest thereonLender on such Borrowing Date and was not, for each day multiplied by (iii) a fraction, the numerator of which is the number of days that have elapsed from and including the date such amount is made available to the Borrower Borrowing Date to but excluding the date on which the amount is received by the Administrative Agent from such Lender and the denominator of payment which is three hundred and sixty-five (365). A certificate of the Administrative Agent containing details of the amount owing by a Lender under this Section shall be binding and conclusive in the absence of manifest error. If any such amount is not in fact received by the Administrative Agent from such Lender on such Borrowing Date, the Administrative Agent shall be entitled to recover from the Borrower, on demand, the related amount made available by the Administrative Agent to the Agent, at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensation. If such Lender pays such amount to the Agent, then such amount shall constitute such Lender’s Advance. If the Lender does not do so forthwith, the Borrower shall pay to the Agent forthwith on demand such corresponding amount as aforesaid together with interest thereon at the interest applicable rate applicable to the Advance in question. Any payment per annum payable by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that has failed to make such payment to the Agenthereunder. (2b) Notwithstanding Section 5.15(1the provisions of Subsection 12.3(a), if any Lender fails to make available to the Administrative Agent its Applicable Percentage Proportionate Share of any Advance (that such Lender being herein called the “Non-Funding Defaulting Lender”), the Administrative Agent shall forthwith give notice of that such failure by the Non-Funding Defaulting Lender to the Borrower and the other Lenders. The Administrative Agent shall then forthwith give notice to the other Lenders that any Lender may make available to the Agent all or any portion of the Non-Funding Defaulting Lender’s Applicable Percentage share of that such Advance (in the place of the Defaulting Lender, but in no way shall any other Lender or the Administrative Agent be obliged to do so) in the place of the Non-Funding Lender. If more than one Lender gives notice that it is prepared to make funds available in the place of a Non-Funding Defaulting Lender in those such circumstances and the aggregate of the funds which those such Lenders (herein collectively called the “Contributing Lenders” and individually called the “Contributing Lender”) are prepared to make available exceeds the amount of the Advance which the Defaulting Lender failed to make, then each Contributing Lender shall be deemed to have given notice that it is prepared to make available its Applicable Percentage a portion of that such Advance based on the Contributing Lenders’ relative commitments to advance in those circumstancesProportionate Shares. If any Contributing Lender makes funds available in the place of a Non-Funding Defaulting Lender in those such circumstances, then the Non-Funding Defaulting Lender shall pay to any Contributing Lender making the funds available in its place, forthwith on demand, demand any amount advanced on its behalf together with interest thereon at the rate applicable to that such Advance from the date of advance to the date of payment, against payment by the Contributing Lender making the funds available of all interest received in respect of the Advance from the Borrower. The failure of any Lender to make available to the Administrative Agent its Applicable Percentage Proportionate Share of any Advance as required herein shall not relieve any other Lender of its obligations to make available to the Administrative Agent its Applicable Percentage Proportionate Share of any Advance as required herein.

Failure of Lender to Fund. (1) Unless the Agent has received notice from a Lender before the proposed date of any Advance that such the Lender will not make available to the Agent such Lender’s its share of such the Advance, the Agent may assume that such the Lender has made such its share available on such that date in accordance with the provisions of this Agreement concerning funding by Lenders and may, in reliance upon such that assumption, make available to the Borrower a corresponding amount. In that event, if a Lender has not in fact made its share of the applicable Advance available to the Agent, then the applicable Lender shall pay to the Agent forthwith immediately on demand such that corresponding amount amount, with interest thereon, for each day from and including the date such the amount is made available to the Borrower to but excluding the date of payment to the Agent, at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensation. If such the Lender pays such that amount to the Agent, then such the amount shall constitute such the Lender’s Advance. If the Lender does not do so forthwithimmediately, the Borrower shall pay to the Agent forthwith immediately on demand such the corresponding amount with interest thereon at the interest rate applicable to the Advance in question. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that has failed to make such its payment to the Agent. (2) Notwithstanding Section 5.15(19.13(1), if any Lender fails to make available deliver its share of any Advance to the Agent its Applicable Percentage of any Advance (that Lender being the “Non-Funding Lender”)) and no steps have been taken to address the failure through provisions of this Agreement relating to Defaulting Lenders, the Agent shall forthwith immediately give notice of that failure by the Non-Funding Lender to the Borrower and the other Lenders. The Agent shall then forthwith give notice Lenders and indicate to the other Lenders that any Lender (individually a “Contributing Lender” and collectively the “Contributing Lenders”) may make available to the Agent all or any portion of the Non-Funding Lender’s Applicable Percentage share of that Advance (in place of the Non-Funding Lender, but in no way shall any other Lender or the Agent be obliged to do so) in . A Contributing Lender shall make funds available to the place of Agent as soon as possible for delivery by the Non-Funding LenderAgent to the Borrower. If more than one Contributing Lender gives notice that it is prepared to make funds available in the place of a Non-Funding Lender in those circumstances and the aggregate of the funds which those that the Contributing Lenders (collectively the “Contributing Lenders” and individually the “Contributing Lender”) are prepared to make available exceeds the amount of the Advance which that the Defaulting Non-Funding Lender failed to make, then each Contributing Lender shall be deemed to have given notice that it is prepared to make available its Applicable Percentage a portion of that Advance based on the Contributing Lenders’ relative commitments Commitments to advance in those circumstancesthe applicable Credit. If any a Contributing Lender makes funds available in the place of a Non-Funding Lender in those circumstancesLender, then the Non-Funding Lender shall pay to any the Contributing Lender making the funds available in its placeLender, forthwith immediately on demand, any the amount advanced on its behalf together with interest thereon at the rate applicable to that Advance from the date of advance to the date of payment, against payment by and the Contributing Non-Funding Lender making the funds available of shall then be entitled to receive all interest received paid in respect of the Advance from by the Borrower. The failure of any Lender to make available to the Agent deliver its Applicable Percentage of any Advance to the Agent as required herein shall not relieve any other Lender of its obligations obligation to make available to the Agent deliver its Applicable Percentage of any Advance as required hereinrequired.

Failure of Lender to Fund. (1) Unless the Agent has received notice from a Lender before the proposed date of any Advance that such the Lender will not make available to the Agent such Lender’s its share of such the Advance, the Agent may assume that such the Lender has made such its share available on such that date in accordance with the provisions of this Agreement concerning funding by Lenders and may, in reliance upon such that assumption, make available to the Borrower a corresponding amount. In that event, if a Lender has not in fact made its share of the applicable Advance available to the Agent, then the applicable Lender shall pay to the Agent forthwith immediately on demand such that corresponding amount amount, with interest thereon, for each day from and including the date such the amount is made available to the Borrower to but excluding the date of payment to the Agent, at a rate determined by the Agent in accordance with prevailing banking industry practice on interbank compensation. If such the Lender pays such that amount to the Agent, then such the amount shall constitute such the Lender’s 's Advance. If the Lender does not do so forthwithimmediately, the Borrower shall pay to the Agent forthwith immediately on demand such the corresponding amount with interest thereon at the interest rate applicable to the Advance in question. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that has failed to make such its payment to the Agent. (2) Notwithstanding Section 5.15(19.12(1), if any Lender fails to make available deliver its share of any Advance to the Agent its Applicable Percentage of any Advance (that Lender being the “"Non-Funding Lender”)") and no steps have been taken to address the failure through provisions of this Agreement relating to Defaulting Lenders, the Agent shall forthwith immediately give notice of that failure by the Non-Funding Lender to the Borrower and the other Lenders. The Agent shall then forthwith give notice Lenders and indicate to the other Lenders that any Lender (individually a "Contributing Lender" and collectively the "Contributing Lenders") may make available to the Agent all or any portion of the Non-Funding Lender’s Applicable Percentage 's share of that Advance (in place of the Non-Funding Lender, but in no way shall any other Lender or the Agent be obliged to do so) in . A Contributing Lender shall make funds available to the place of Agent as soon as possible for delivery by the Non-Funding LenderAgent to the Borrower. If more than one Contributing Lender gives notice that it is prepared to make funds available in the place of a Non-Funding Lender in those circumstances and the aggregate of the funds which those that the Contributing Lenders (collectively the “Contributing Lenders” and individually the “Contributing Lender”) are prepared to make available exceeds the amount of the Advance which that the Defaulting Non-Funding Lender failed to make, then each Contributing Lender shall be deemed to have given notice that it is prepared to make available its Applicable Percentage a portion of that Advance based on the Contributing Lenders’ ' relative commitments Commitments to advance in those circumstancesthe applicable Credit. If any a Contributing Lender makes funds available in the place of a Non-Funding Lender in those circumstancesLender, then the Non-Funding Lender shall pay to any the Contributing Lender making the funds available in its placeLender, forthwith immediately on demand, any the amount advanced on its behalf together with interest thereon at the rate applicable to that Advance from the date of advance to the date of payment, against payment by and the Contributing Non-Funding Lender making the funds available of shall then be entitled to receive all interest received paid in respect of the Advance from by the Borrower. The failure of any Lender to make available to the Agent deliver its Applicable Percentage of any Advance to the Agent as required herein shall not relieve any other Lender of its obligations obligation to make available to the Agent deliver its Applicable Percentage of any Advance as required hereinrequired.