Common use of Failure to Fund Clause in Contracts

Failure to Fund. Unless the Administrative Agent shall have received prior notice from a Lender (by telephone or otherwise, such notice to be promptly confirmed by facsimile or other writing) that such Lender will not make available to the Administrative Agent such Lender’s Commitment Percentage of the Revolving Credit Loans requested by the Borrower, the Administrative Agent may assume that such Lender has made the same available to the Administrative Agent on the Borrowing Date in accordance with this Section, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on the Borrowing Date a corresponding amount. If and to the extent such Lender shall not have so made its Commitment Percentage of such Revolving Credit Loans available to the Administrative Agent (in which event such Lender shall be deemed to be a Defaulting Lender (after giving effect to any applicable grace period contained in such defined term)), such Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount (to the extent not previously paid by the other), together with interest thereon for each day from the date such amount is made available to the Borrower to the date such amount is paid to the Administrative Agent, at a rate per annum equal to, in the case of the Borrower, the applicable interest rate payable by the Borrower in respect of such Loans as set forth in Section 3.1, and, in the case of such Lender, at a rate of interest per annum equal to the Federal Funds Rate for the first three days after the due date of such payment and the Federal Funds Rate plus 2% thereafter until the date such payment is received by the Administrative Agent. Such payment by the Borrower, however, shall be without prejudice to its rights against such Lender. If such Lender shall pay to the Administrative Agent such corresponding amount, such amount so paid shall constitute such Lender’s Revolving Credit Loan as part of the Revolving Credit Loans for purposes of this Agreement, which Loan shall be deemed to have been made by such Lender on the Borrowing Date applicable to such Revolving Credit Loans.

Failure to Fund. Unless the Administrative Agent shall have received prior notice from been notified by a Lender (by telephone or otherwise, such notice prior to be promptly confirmed by facsimile or other writing) the making of any Loans that such Lender will does not intend to make available to the Administrative Agent such Lender’s Commitment Percentage portion of the Revolving Credit Loans requested by the Borrower, (other than Individual Currency Loans) to be made on such date the Administrative Agent may assume that such Lender has made the same such amount available to the Administrative Agent on the such Borrowing Date in accordance with this Section, and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on the Borrowing Date a corresponding amount. If and to the extent such Lender shall corresponding amount is not have so in fact made its Commitment Percentage of such Revolving Credit Loans available to the Administrative Agent (in which event by such Lender shall be deemed to be a Defaulting Lender (after giving effect to any applicable grace period contained in such defined term))Lender, such Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand shall be entitled to recover such corresponding amount (to the extent not previously paid on demand from such Lender together with all costs and expenses incurred by the other)Administrative Agent in connection therewith. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, together with the Administrative Agent shall promptly notify the applicable Borrower. The Administrative Agent shall be entitled to recover on demand from such Lender interest thereon for on such corresponding amount in respect of each day from the date such corresponding amount is was made available by the Administrative Agent to the such applicable Borrower to until the date such corresponding amount is paid to recovered by the Administrative Agent, at a rate per annum equal toto the Federal Funds Rate in effect (or in the case of Alternate Currency Loans, at a rate equal to the all-in cost of funds of the Administrative Agent for the applicable Currency) on each such day as determined by the Administrative Agent. If such corresponding amount is not made available by such Lender to the Administrative Agent within one Business Day after such Borrowing Date, the Administrative Agent shall also be entitled to receive from the applicable Borrower such amount, together with, in the case of the Borrowera Loan, the applicable interest rate payable by the Borrower in respect of applicable to such Loans Loan as set forth in determined pursuant to Section 3.1, and, . Nothing in the case of such Lender, at a rate of interest per annum equal to the Federal Funds Rate for the first three days after the due date of such payment and the Federal Funds Rate plus 2% thereafter until the date such payment is received by the Administrative Agent. Such payment by the Borrower, however, shall be without prejudice to its rights against such Lender. If such Lender shall pay to the Administrative Agent such corresponding amount, such amount so paid shall constitute such Lender’s Revolving Credit Loan as part of the Revolving Credit Loans for purposes of this Agreement, which Loan Section shall be deemed to relieve any Lender from its obligation to make Loans hereunder or to prejudice any rights which the applicable Borrower may have been made against any Lender as a result of any failure by such Lender on the Borrowing Date applicable to such Revolving Credit Loansmake Loans hereunder.

Failure to Fund. Unless the Administrative Agent shall have received prior notice from a Lender (by telephone or otherwise, such notice to be promptly confirmed by facsimile or other writing) that such Lender will not make available to the Administrative Agent the amount of (i) such Lender’s 's Commitment Percentage of the Revolving Credit Loans requested to be made on a Borrowing Date or (ii) to the extent required by Section 2.5(b), any Bid Loan to be made on a Borrowing Date, as the Borrowercase may be, the Administrative Agent may assume that such Lender has made the same such amount available to the Administrative Agent on such Borrowing Date, provided that such Lender received notice thereof from the Borrowing Date Administrative Agent in accordance with this Sectionthe terms hereof, and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on the such Borrowing Date a corresponding amount. If and to the extent such Lender shall not have so made its Commitment Percentage of such Revolving Credit Loans amount available to the Administrative Agent (in which event such Lender shall be deemed to be a Defaulting Lender (after giving effect to any applicable grace period contained in such defined term))Agent, such Lender and the such Borrower severally agree to pay to the Administrative Agent Agent, forthwith on demand demand, such corresponding amount (to the extent not previously paid by the other), together with interest thereon for each day from the date such amount is made available to the such Borrower to until the date such amount is paid to the Administrative Agent, at a rate per annum equal to, in the case of the such Borrower, the applicable interest rate payable by the Borrower in respect of such Loans as set forth in Section 3.1, 3.1 and, in the case of such Lender, at a rate of interest per annum equal to the Federal Funds Rate for (or, in the first three days after the due date case of such payment and the Federal Funds Rate plus 2% thereafter until the date such payment is received each Alternate Currency Loan, a rate determined by the Administrative AgentAgent to be reflective of the all- in cost of funds of the Administrative Agent to fund such Alternate Currency Loan). Such Any such payment by the Borrower, however, such Borrower shall be without prejudice to its rights against such Lender. If such Lender shall pay to the Administrative Agent such corresponding amount, such amount so paid shall constitute such Lender’s 's Revolving Credit Loan as part of the such Revolving Credit Loans Loans, or such Lender's Bid Loan, as the case may be, for purposes of this Agreement, which Revolving Credit Loan or Bid Loan, as the case may be, shall be deemed to have been made by such Lender on the applicable Borrowing Date applicable to such Revolving Credit LoansDate.

Failure to Fund. Unless the Administrative Agent shall have received prior notice from a Lender (by telephone or otherwise, such notice to be promptly confirmed by facsimile or other writing) that such Lender will not make available to the Administrative Agent such Lender’s 's Commitment Percentage of the Revolving Credit Loans requested by the Borrower, the Administrative Agent may assume that such Lender has made the same available to the Administrative Agent on the Borrowing Date in accordance with this Section, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on the Borrowing Date a corresponding amount. If and to the extent such Lender shall not have so made its Commitment Percentage of such Revolving Credit Loans available to the Administrative Agent (in which event such Lender shall be deemed to be a Defaulting Lender (after giving effect to any applicable grace period contained in such defined term))Agent, such Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount (to the extent not previously paid by the other), together with interest thereon for each day from the date such amount is made available to the Borrower to the date such amount is paid to the Administrative Agent, at a rate per annum equal to, in the case of the Borrower, the applicable interest rate payable by the Borrower in respect of such Loans as set forth in Section 3.1, and, in the case of such Lender, at a rate of interest per annum equal to the Federal Funds Rate for the first three days after the due date of such payment and the Federal Funds Rate plus 2% thereafter until the date such payment is received by the Administrative Agent. Such payment by the Borrower, however, shall be without prejudice to its rights against such Lender. If such Lender shall pay to the Administrative Agent such corresponding amount, such amount so paid shall constitute such Lender’s 's Revolving Credit Loan as part of the Revolving Credit Loans for purposes of this Agreement, which Loan shall be deemed to have been made by such Lender on the Borrowing Date applicable to such Revolving Credit Loans.

Failure to Fund. Unless the Administrative Agent shall have received prior notice from a Lender (by telephone or otherwise, such notice to be promptly confirmed by facsimile telecopy or other writing) that such Lender will not make available to the Administrative Agent such Lender’s 's Commitment Percentage of the Revolving Credit Loans requested by the Borrower, the Administrative Agent may assume that such Lender has made the same such share available to the Administrative Agent on the Borrowing Date in accordance with this Section, provided that such Lender received notice of the requested Revolving Credit Loans from the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on the Borrowing Date a corresponding amount. If and to the extent such Lender shall not have so made its Commitment Percentage of such Revolving Credit Loans available to the Administrative Agent (in which event such Lender shall be deemed to be a Defaulting Lender (after giving effect to any applicable grace period contained in such defined term))Agent, such Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding cor- responding amount (to the extent not previously paid by the other), together with interest thereon for each day from the date such amount is made available to the Borrower to the date such amount is paid to the Administrative Agent, at a rate per annum equal to, in the case of the Borrower, the applicable interest rate payable by the Borrower in respect of such Loans as set forth in Section 3.13.1 for ABR Advances, and, in the case of such Lender, at a rate of interest per annum equal to the Federal Funds Rate for the first three days after the due date of such payment and the Federal Funds Rate plus 2% thereafter until the date such payment is received by the Administrative AgentAgent and the Federal Funds Rate plus 2% thereafter. Such payment by the Borrower, however, shall be without prejudice to its rights against such Lender. If such Lender shall pay to the Administrative Agent such corresponding amount, such amount so paid shall constitute such Lender’s 's Revolving Credit Loan as part of the Revolving Credit Loans for purposes of this Agreement, which Loan shall be deemed to have been made by such Lender on the Borrowing Date applicable to such Revolving Credit Loans.

Failure to Fund. Unless the Administrative Agent shall have received prior notice from a Lender (by telephone or otherwise, such notice to be promptly confirmed by facsimile or other writing) that such Lender will not make available to the Administrative Agent such Lender’s 's Commitment Percentage of the Revolving Credit Loans requested by the Borrower, the Administrative Agent may assume that such Lender has made the same such share available to the Administrative Agent on the Borrowing Date in accordance with this Section, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on the Borrowing Date a corresponding amount. If and to the extent such Lender shall not have so made its Commitment Percentage of such Revolving Credit Loans available to the Administrative Agent (in which event such Lender shall be deemed to be a Defaulting Lender (after giving effect to any applicable grace period contained in such defined term))Agent, such Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount (to the extent not previously paid by the other), together with interest thereon for each day from the date such amount is made available to the Borrower to the date such amount is paid to the Administrative Agent, at a rate per annum equal to, in the case of the Borrower, the applicable interest rate payable by the Borrower in respect of such Loans as set forth in Section 3.1, and, in the case of such Lender, at a rate of interest per annum equal to the Federal Funds Rate for the first three days after the due date of such payment and the Federal Funds Rate plus 2% thereafter until the date such payment is received by the Administrative Agent. Such payment by the Borrower, however, shall be without prejudice to its rights against such Lender. If such Lender shall pay to the Administrative Agent such corresponding amount, such amount so paid shall constitute such Lender’s 's Revolving Credit Loan as part of the Revolving Credit Loans for purposes of this Agreement, which Loan shall be deemed to have been made by such Lender on the Borrowing Date applicable to such Revolving Credit Loans.

Failure to Fund. Unless the Administrative Agent shall have has received prior written notice from a Lender (by telephone or otherwise, such notice to be promptly confirmed by facsimile or other writing) that such Lender will not make available to the Administrative Agent such Lender’s Commitment Percentage an amount equal to its Pro Rata Share of the Revolving Credit Loans requested by the Borrowerany Loan or participation, the Administrative Agent may assume that such Lender has made the same such amount available to the Administrative Agent on the Borrowing Date in accordance with this Sectiondates required under Section 3.7.1, 3.7.2, 3.7.4, 4.6, or 5.3 (as applicable) and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower Borrower, Issuing Lender, or Swingline Lender (as applicable) on the Borrowing Date a corresponding amountsuch date an amount equal to such Pro Rata Share. If and to the extent such Lender shall has not have so made its Commitment Percentage of such Revolving Credit Loans Pro Rata Share available to the Administrative Agent (in which event and the Agent has made such Lender shall be deemed amount available to be a Defaulting Lender (after giving effect to any applicable grace period contained in such defined term))Borrower, Issuing Lender, or Swingline Lender, such Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount (to the extent not previously paid by the other), together with interest thereon for each day from the date such amount is made available to the Borrower to Borrower, Issuing Lender, or Swingline Lender until the date such amount is paid to the Administrative Agent, at a rate per annum equal to, to (a) in the case of the Borrower, the applicable interest rate payable by the Borrower in respect of such Loans as set forth in Section 3.1Revolving Loan Borrowing Rate, and, and (b) in the case of such any Lender, at a rate of interest per annum equal to the daily Federal Funds Rate for the first three days two Business Days after the due date of such payment and the Federal Funds Rate plus 2% thereafter until the date such payment is received was to be made by the Administrative Lender to Agent, and thereafter, the Revolving Loan Borrowing Rate. Such payment by the Borrower, however, shall be without prejudice to its Borrower’s rights against such Lender. If such Lender shall pay to the Administrative Agent such corresponding amount, such the amount so paid shall constitute such Lender’s Revolving Credit Loan as part of the Revolving Credit Loans for purposes of this Agreement, which Loan shall be deemed to have been made by such Lender on the Borrowing Date applicable to such Revolving Credit LoansLoan.

Failure to Fund. Unless the Administrative Agent shall have received prior notice from been notified by a Lender (by telephone or otherwise, such notice prior to be promptly confirmed by facsimile or other writing) the making of any Loans that such Lender will does not intend to make available to the Administrative Agent either (w) such Lender’s Commitment Percentage 's portion of the Revolving Credit Loans requested by (other than Bid Loans, Individual Currency Loans and Negotiated Rate Loans) to be made on such date, (x) such Lender's Bid Loan which is to be made available to the BorrowerAdministrative Agent, (y) such Lender's Negotiated Rate Loan which is to be made available to the Administrative Agent or (z) such Lender's Individual Currency Loan which is to be made available to the Administrative Agent, the Administrative Agent may assume that such Lender has made the same such amount available to the Administrative Agent on the such Borrowing Date in accordance with this Section, and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on the Borrowing Date a corresponding amount. If and to the extent such Lender shall corresponding amount is not have so in fact made its Commitment Percentage of such Revolving Credit Loans available to the Administrative Agent (in which event by such Lender shall be deemed to be a Defaulting Lender (after giving effect to any applicable grace period contained in such defined term))Lender, such Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand shall be entitled to recover such corresponding amount (to the extent not previously paid on demand from such Lender together with all costs and expenses incurred by the other)Administrative Agent in connection therewith. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent's demand therefor, together with the Administrative Agent shall promptly notify the applicable Borrower. The Administrative Agent shall be entitled to recover on demand from such Lender interest thereon for on such corresponding amount in respect of each day from the date such amount is made available to the Borrower to the date such amount is paid to the Administrative Agent, at a rate per annum equal to, in the case of the Borrower, the applicable interest rate payable by the Borrower in respect of such Loans as set forth in Section 3.1, and, in the case of such Lender, at a rate of interest per annum equal to the Federal Funds Rate for the first three days after the due date of such payment and the Federal Funds Rate plus 2% thereafter until the date such payment is received by the Administrative Agent. Such payment by the Borrower, however, shall be without prejudice to its rights against such Lender. If such Lender shall pay to the Administrative Agent such corresponding amount, such amount so paid shall constitute such Lender’s Revolving Credit Loan as part of the Revolving Credit Loans for purposes of this Agreement, which Loan shall be deemed to have been made by such Lender on the Borrowing Date applicable to such Revolving Credit Loans.date

Failure to Fund. Unless the Administrative Agent shall have received prior --------------- notice from a Lender Bank (by telephone or otherwise, such notice to be promptly confirmed by facsimile or other writing) that such Lender Bank will not make available to the Administrative Agent such Lender’s Commitment Bank's Percentage of the Revolving Credit Loans requested by or Term Loans, as the Borrowercase may be, to be made on a borrowing date, the Administrative Agent may assume that such Lender Bank has made the same such amount available to the Administrative Agent on the Borrowing Date borrowing date in accordance with this Section, provided that such Bank received notice thereof from the Agent in accordance with the terms hereof, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on the Borrowing Date such borrowing date a corresponding amount. If and to the extent such Lender Bank shall not have so made its Commitment Percentage of such Revolving Credit Loans amount available to the Administrative Agent (in which event such Lender shall be deemed to be a Defaulting Lender (after giving effect to any applicable grace period contained in such defined term))Agent, such Lender Bank and the Borrower severally agree to pay to the Administrative Agent Agent, forthwith on demand demand, such corresponding amount (to the extent not previously paid by the other), together with interest thereon for each day from the date such amount is made available to the Borrower to until the date such amount is paid to the Administrative Agent, at a rate per annum equal to, in the case of the Borrower, the applicable interest rate payable by the Borrower in respect of then applicable to such Loans as set forth in Section 3.1loan(s), and, in the case of such LenderBank, at a rate of interest per annum equal to the extent such amount is paid to the Agent (A) no later than the second day after the date such amount is made available to the Borrower, the Federal Funds Rate for the first three days and (B) after the due date of such payment and the Federal Funds Rate plus 2% thereafter until second day after the date such payment amount is received by made available to the Administrative AgentBorrower, the applicable interest rate then applicable to such loan(s). Such payment by the Borrower, however, shall be without prejudice to its rights against such LenderBank. If such Lender Bank shall pay to the Administrative Agent such corresponding amount, such amount so paid shall constitute such Lender’s Bank's Revolving Credit Loan or Term Loan, as the case may be, as part of the such Revolving Credit Loans and Term Loans for purposes of this Agreement, which Revolving Credit Loan and Term Loan, as the case may be, shall be deemed to have been made by such Lender Bank on the Borrowing Date applicable such borrowing date. No Bank's obligation to such fund any Revolving Credit LoansLoan or Term Loan shall be affected by any other Bank's failure to fund any Revolving Credit Loan or Term Loan, nor shall any Bank's Revolving Credit Commitment or Term Loan Commitment be increased as a result of any such failure of any other Bank.

Failure to Fund. Unless the Administrative Agent shall have received notice prior notice to a proposed Borrowing Date (or, in the case of a borrowing of ABR Advances, prior to 12:00 noon on such Borrowing Date) from a Lender (by telephone or otherwise, such notice to be promptly confirmed by facsimile or other writing) that such Lender will not make available to the Administrative Agent such Lender’s Commitment Percentage 's share of the Revolving Credit Loans requested by the BorrowerLoans, the Administrative Agent may assume that such Lender has made the same such share available to the Administrative Agent on the Borrowing Date in accordance with this Section, and the Administrative Agent maySection and, in reliance upon such assumption, make available to the Borrower on the such Borrowing Date a corresponding amount. If and to the extent such Lender shall not have so made its Commitment Percentage of such Revolving Credit Loans share available to the Administrative Agent (in which event such Lender shall be deemed to be a Defaulting Lender (after giving effect to any applicable grace period contained in such defined term))Agent, such Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount (to the extent not previously paid by the other), together with interest thereon for each day from the date such amount is made available to the Borrower to the date such amount is paid to the Administrative Agent, at a rate per annum equal to, in the case of the Borrower, the applicable interest rate payable by the Borrower in respect of otherwise applicable to such Loans as set forth in Section 3.1Loan, and, in the case of such Lender, at a rate of interest per annum equal to the Federal Funds Rate for the first three days after the due date greater of such payment and the Federal Funds Effective Rate plus 2% thereafter until the date such payment is received and a rate determined by the Administrative Agent. Such payment by the Borrower, however, shall be without prejudice to its rights against such LenderAgent in accordance with banking industry rates on interbank compensation. If such Lender shall pay to the Administrative Agent such corresponding amount, such amount so paid shall constitute such Lender’s Revolving Credit 's Loan as part of the Revolving Credit Loans relevant borrowing for purposes of this Agreement, which Loan . The failure of any Lender to provide such Lender's share of the requested Loans shall be deemed not relieve any other Lender of its obligations hereunder to have been made by such Lender on provide its share of the Borrowing Date applicable to such Revolving Credit requested Loans.

Failure to Fund. Unless the Administrative Agent shall have received notice prior notice to a proposed Borrowing Date (or, in the case of a borrowing of Base Rate Advances, prior to 12:00 noon, Boston, Massachusetts time, on such Borrowing Date) from a Lender (by telephone or otherwise, such notice to be promptly confirmed by facsimile or other writing) that such Lender will not make available to the Administrative Agent such Lender’s Commitment Percentage 's share of the Revolving Credit Loans requested by the BorrowerLoans, the Administrative Agent may assume that such Lender has made the same such share available to the Administrative Agent on the Borrowing Date in accordance with this Section, and the Administrative Agent maySection 2.1 and, in reliance upon such assumption, make available to the applicable Borrower on the such Borrowing Date a corresponding amount. If and to the extent such Lender shall not have so made its Commitment Percentage of such Revolving Credit Loans share available to the Administrative Agent (in which event such Lender shall be deemed to be a Defaulting Lender (after giving effect to any applicable grace period contained in such defined term))Agent, such Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount (to the extent not previously paid by the other), together with interest thereon for each day from the date such amount is made available to the Borrower to the date such amount is paid to the Administrative Agent, at a rate per annum equal to, in the case of the Borrower, the applicable interest rate payable by the Borrower in respect of otherwise applicable to such Loans as set forth in Section 3.1Loan, and, in the case of such Lender, at a rate of interest per annum equal to the Federal Funds Rate for the first three days after the due date greater of such payment and the Federal Funds Effective Rate plus 2% thereafter until the date such payment is received and a rate determined by the Administrative Agent. Such payment by the Borrower, however, shall be without prejudice to its rights against such LenderAgent in accordance with banking industry rates on interbank compensation. If such Lender shall pay to the Administrative Agent such corresponding amount, such amount so paid shall constitute such Lender’s Revolving Credit 's Loan as part of the Revolving Credit Loans relevant Borrowing for purposes of this Agreement, which Loan . The failure of any Lender to provide such Lender's share of the requested Loans (a) shall be deemed not relieve any other Lender of its obligations hereunder to have been made by such Lender provide its share of the requested Loans and (b) shall not create any obligation on the Borrowing Date applicable part of any Lender to such Revolving Credit Loansprovide any portion of any amount that any defaulting Lender fails to provide.

Failure to Fund. Unless In the Administrative Agent event any LENDER fails for any reason to fund the portion it is required to fund of any Advance of Revolving Loan proceeds by 3:00 p.m. on the second Business Day after the date established by AGENT as the date such Advance is to be made, such LENDER shall be a "Delinquent Lender" for all purposes hereunder until and unless such delinquency is cured in accordance with the terms and by the time permitted under subsection (b) below, and the following provisions shall apply: (1) AGENT shall notify (such notice being referred to as the "Delinquency Notice") each LENDER and BORROWER of any LENDER's failure to fund. Each LENDER who is not a Delinquent Lender shall have received prior notice from a the right, but in no event or under any circumstance the obligation, to fund such Delinquent Lender's portion of such Advance, provided that, within twenty (20) days of the date of the Delinquency Notice (the "Election Period"), such non-Delinquent Lender (the "Electing Lender") irrevocably commits by telephone notice in writing (an "Election Notice") to AGENT, the other LENDERS and BORROWER to fund the Delinquent Lender's portion of the Advance that is the subject of the delinquency and to assume the Delinquent Lender's obligations with respect to the advancing of the entire undisbursed portion of the Delinquent Lender's individual Commitment (such entire undisbursed portion of the Delinquent Lender's individual Commitment, including its portion of the Advance that is the subject of the delinquency, the "Delinquency Amount"). If AGENT receives more than one Election Notice within the Election Period, then all LENDERS who are not Delinquent Lenders and who have so elected (collectively, the "Electing Lenders") shall be deemed to have committed Ratably to fund shares of the Delinquency Amount based upon the amounts of their respective individual Commitments. If there are one or more Electing Lenders and the Delinquent Lender fails to cure during the Election Period as provided in subsection (b) below, then upon the expiration of the Election Period, each Electing Lender's individual Commitment shall be automatically increased by the Delinquency amount (if there is only one Electing Lender) or such Electing Lender's Pro Rata Share, determined as aforesaid, of the Delinquency Amount (if there are two or more Electing Lenders), and the Delinquent Lender's individual Commitment shall automatically be reduced by the Delinquency Amount. AGENT shall thereupon notify BORROWER and each LENDER of (i) the adjusted amounts of the individual Commitments and (ii) if the Advance that was the subject of the delinquency was not made pursuant to Section 9.15 hereof or was refunded by BORROWER pursuant to subsection (a)(5) of this Section, the rescheduled date of such Advance (which shall be no sooner than three Business Days after such notice). In the event AGENT shall have funded, pursuant to Section 9.15 hereof, the entire Advance that was the subject of the delinquency (including the Delinquent Lender's portion), and BORROWER shall not have refunded such advance pursuant to subsection (a)(5) of this Section, the Electing Lender(s) shall remit to AGENT the Delinquent Lender's portion of the Advance, or their Pro Rata Share thereof, as the case may be, within three Business Days of the notice provided for in the immediately preceding sentence, and AGENT shall reimburse itself from such funds for making the Delinquent Lender's portion of the Advance. Notwithstanding anything to the contrary contained herein, if AGENT advances its own funds in respect of a Delinquent Lender's portion of an Advance, AGENT shall be entitled to the interest at the applicable Default Rate on the portion of the principal amount represented thereby, from the date AGENT makes such Advance until the date it is reimbursed therefor. (2) In connection with the adjustment of the amounts of the individual Commitments of the Delinquent Lender and Electing Lender(s) upon the expiration of the Election Period as aforesaid, BORROWER covenants that it shall, promptly following the request of the Electing Lender(s), execute and deliver to each Electing Lender and the Delinquent Lender replacement Revolving Notes substantially in the form of the Revolving Note or Revolving Notes being replaced and stating: "This Note is a replacement Revolving Note as contemplated by Section 9.17 of the Loan Agreement; it replaces and is in lieu of that certain Revolving Note made by Maker dated [Closing Date] to the order of [Delinquent Lender] in the principal sum of [Delinquent Lender's] original individual Revolving Loan Commitment]." Such replacement Revolving Notes shall be in amounts equal to such LENDERS' respective individual Commitments, as adjusted. All such replacement Revolving Notes shall constitute "Revolving Notes" for purposes of this Agreement and the Loan Documents or other documents or instruments referred to or provided for herein or therein. The execution and delivery of replacement Revolving Notes as required above shall be a condition precedent to any further advances of Revolving Loan proceeds. (3) In the event that no LENDER elects to commit to fund the Delinquency Amount within the Election Period as provided in subsection (a) of this Section, AGENT shall, upon the expiration of the Election Period, so notify BORROWER and each LENDER and the provisions of Section 9.18 hereof shall apply. (4) Subject to a Delinquent Lender's right to cure as provided in subsection (b) below, but notwithstanding anything else to the contrary contained in this Agreement, if any LENDER fails (i) to make available to AGENT its Pro Rata Share of any Advance under the Revolving Loan or (ii) to purchase its Pro Rata Share of any other obligation arising under the Total Commitments or (iii) to comply with the provisions in this Agreement with respect to making dispositions and arrangements with the other LENDERS, where such LENDER's share of any payment received, whether by setoff or otherwise, is in excess of its Pro Rata Share of such notice payments due and payable to be promptly confirmed by facsimile or other writing) that such Lender will not make available to the Administrative Agent such Lender’s Commitment Percentage all of the Revolving Credit Loans requested by the Borrower, the Administrative Agent may assume that such Lender has made the same available to the Administrative Agent on the Borrowing Date in accordance with this Section, and the Administrative Agent mayLENDERS, in reliance upon such assumptioneach case as, make available to the Borrower on the Borrowing Date a corresponding amount. If when and to the full extent such Lender shall not have so made its Commitment Percentage required by the provisions of this Agreement, or (iv) to adjust promptly the amount of such Revolving Credit Loans available LENDER's Outstanding Advances and its Pro Rata Share of the other obligations (if any) arising under the Total Commitments, then such LENDER shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. In addition, the Delinquent Lender's interest in, and any and all amounts due to a Delinquent Lender under, the Loan Documents or other documents or instruments referred to or provided for herein or therein (including, without limitation, all principal, interest, fees and expenses) shall be subordinate in lien priority and to the Administrative Agent repayment of all amounts (in which event such including, without limitation, interest) then or thereafter due or to become due to the non-Delinquent Lenders under the Loan Documents or other documents or instruments referred to or provided for herein or therein (including future Advances). In furtherance of the foregoing, the Delinquent Lender shall be deemed to have assigned any and all payments due to it from BORROWER, whether on account of Outstanding Advances, interest, fees or otherwise, to the remaining non-Delinquent Lenders for application to, and reduction of, their respective Pro Rata Shares of all Outstanding Advances and the Delinquent Lender hereby authorizes AGENT to distribute all payments from or on behalf of BORROWER to the non-Delinquent Lenders in proportion to their re-adjusted respective Pro Rata Shares of all Outstanding Advances. Also, the Delinquent Lender shall have no right to participate in any discussions among and/or decisions by the LENDERS hereunder and/or under the other Loan Documents or other documents or instruments referred to or provided for herein or therein and the Delinquent Lender shall be bound by any amendment to, or waiver of, any provision of, or any action taken or omitted to be taken by AGENT and/or the non-Delinquent Lenders under, any of the Loan Documents or other documents or instruments referred to or provided for herein or therein which is made subsequent to the Delinquent Lender's becoming a Defaulting Lender Delinquent Lender. (after giving effect 5) If, pursuant to any applicable grace period the operation of Section 9.15 hereof, an Advance of Revolving Loan proceeds is made without AGENT's receipt of a Delinquent Lender's portion thereof, BORROWER shall, upon demand of AGENT, refund the entire such advance to AGENT. BORROWER's failure to do so within ten (10) days of such demand shall, notwithstanding anything to the contrary contained in such defined term))any of the Loan Documents, such Lender constitute an Event of Default under this Agreement and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount (to the extent not previously paid by the other), together with interest thereon for each day from the date such amount is made available to the Borrower to the date such amount is paid to the Administrative Agent, at a rate per annum equal to, in the case of the Borrower, the applicable interest rate payable by the Borrower in respect other Loan Documents. Upon its receipt of such Loans as set forth in Section 3.1funds from BORROWER, and, in the case of such Lender, at a rate of interest per annum equal AGENT shall promptly remit to the Federal Funds Rate for the first three days after the due date of such payment and the Federal Funds Rate plus 2% thereafter until the date such payment is received by the Administrative Agent. Such payment by the Borrower, however, shall be without prejudice to each non-Delinquent Lender its rights against such Lender. If such Lender shall pay to the Administrative Agent such corresponding amount, such amount so paid shall constitute such Lender’s Revolving Credit Loan as part of the Revolving Credit Loans for purposes of this Agreement, which Loan shall be deemed to have been made by such Lender on the Borrowing Date applicable to such Revolving Credit Loansappropriate share thereof.

Failure to Fund. Unless the Administrative Agent shall have received prior notice from a an A or B (as applicable) Lender (by telephone or otherwise, such notice to be promptly confirmed by facsimile or other writing) that such Lender will not make available to the Administrative Agent such Lender’s applicable Commitment Percentage of the Revolving Credit A or B (as applicable) Loans requested by the Borrower, the Administrative Agent may assume that such Lender has made the same such share available to the Administrative Agent on the Borrowing Date in accordance with this Section, provided that such Lender received notice of such requested Revolving Credit Loans from the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on the Borrowing Date a corresponding amount. If and to the extent such A or B (as applicable) Lender shall not have so made its applicable Commitment Percentage of such Revolving Credit A or B (as applicable) Loans available to the Administrative Agent (in which event such Lender shall be deemed to be a Defaulting Lender (after giving effect to any applicable grace period contained in such defined term))Agent, such Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount (to the extent not previously paid by the other), together with interest thereon for each day from the date such amount is made available to the Borrower to the date such amount is paid to the Administrative Agent, at a rate per annum equal to, in the case of the Borrower, the applicable interest rate payable by the Borrower in respect of such Loans as set forth in Section 3.13.1 for ABR Advances, and, in the case of such Lender, at a rate of interest per annum equal to the Federal Funds Rate for the first three days after the due date of such payment and the Federal Funds Rate plus 2% thereafter until the date such payment is received by the Administrative AgentAgent and the Federal Funds Rate plus 2% thereafter. Such payment by the Borrower, however, shall be (i) without prejudice to its rights against such LenderA or B (as applicable) Lender and (ii) in place of, and not in addition to, the interest payable pursuant to the terms of Section 3.1(a). If such A or B (as applicable) Lender shall pay to the Administrative Agent such corresponding amount, such amount so paid shall constitute such Lender’s Revolving Credit A or B (as applicable) Loan as part of the Revolving Credit A or B (as applicable) Loans for purposes of this Agreement, which Loan shall be deemed to have been made by such Lender on the Borrowing Date applicable to such Revolving Credit Loans.

Failure to Fund. Unless the Administrative Agent shall have received prior --------------- notice from a Lender Bank (by telephone or otherwise, such notice to be promptly confirmed by facsimile or other writing) that such Lender Bank will not make available to the Administrative Agent such Lender’s Commitment Bank's Percentage of the Revolving Credit Loans requested by or Term Loans, as the Borrowercase may be, to be made on a borrowing date, the Administrative Agent may assume that such Lender Bank has made the same such amount available to the Administrative Agent on the Borrowing Date borrowing date in accordance with this Section, provided that such Bank received notice thereof from the Agent in accordance with the terms hereof, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on the Borrowing Date such borrowing date a corresponding amount. If and to the extent such Lender Bank shall not have so made its Commitment Percentage of such Revolving Credit Loans amount available to the Administrative Agent (in which event such Lender shall be deemed to be a Defaulting Lender (after giving effect to any applicable grace period contained in such defined term))Agent, such Lender Bank and the Borrower severally agree to pay to the Administrative Agent Agent, forthwith on demand demand, such corresponding amount (to the extent not previously paid by the other), together with interest thereon for each day from the date such amount is made available to the Borrower to until the date such amount is paid to the Administrative Agent, at a rate per annum equal to, in the case of the Borrower, the applicable interest rate payable by the Borrower in respect of then applicable to such Loans as set forth in Section 3.1loan(s), and, in the case of such LenderBank, at a rate of interest per annum equal to the extent such amount is paid to the Agent (A) no later than the second day after the date such amount is made available to the Borrower, the Federal Funds Rate for the first three days and (B) after the due date of such payment and the Federal Funds Rate plus 2% thereafter until second day after the date such payment amount is received by made available to the Administrative AgentBorrower, the applicable interest rate then applicable to such loan(s). Such payment by the Borrower, however, shall be without prejudice to its rights against such LenderBank. If such Lender Bank shall pay to the Administrative Agent such corresponding amount, such amount so paid shall constitute such Lender’s Bank's Revolving Credit Loan or Term Loan, as the case may be, as part of the such Revolving Credit Loans and Term Loans for purposes of this Agreement, which Revolving Credit Loan and Term Loan, as the case may be, shall be deemed to have been made by such Lender Bank on the Borrowing Date applicable such borrowing date. No Bank's obligation to such fund any Revolving Credit LoansLoan or Term Loan shall be affected by any other Bank's failure to fund any Revolving Credit Loan or Term Loan, nor shall any Bank's Revolving Credit Commitment or Term Loan Commitment be increased as a result of any such failure of any other Bank.

Failure to Fund. Unless the Administrative Agent shall have received prior notice from a Lender (by telephone or otherwise, such notice to be promptly confirmed by facsimile or other writing) that such Lender will not make available to the Administrative Agent such Lender’s 's Commitment Percentage of the Revolving Credit Loans requested by the Borrower, the Administrative Agent may assume that such Lender has made the same such share available to the Administrative Agent on the Borrowing Date in accordance with this Section, provided that such Lender received notice of the requested Revolving Credit Loans from the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on the Borrowing Date a corresponding amount. If and to the extent such Lender shall not have so made its Commitment Percentage of such Revolving Credit Loans available to the Administrative Agent (in which event such Lender shall be deemed to be a Defaulting Lender (after giving effect to any applicable grace period contained in such defined term))Agent, such Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount (to the extent not previously paid by the other), together with interest thereon for each day from the date such amount is made available to the Borrower to the date such amount is paid to the Administrative Agent, at a rate per annum equal to, in the case of the Borrower, the applicable interest rate payable by the Borrower in respect of such Loans as set forth in Section 3.13.1 for ABR Advances, and, in the case of such Lender, at a rate of interest per annum equal to the Federal Funds Rate for the first three days after the due date of such payment and the Federal Funds Rate plus 2% thereafter until the date such payment is received by the Administrative AgentAgent and the Federal Funds Rate plus 2% thereafter. Such payment by the Borrower, however, shall be (i) without prejudice to its rights against such LenderLender and (ii) in place of, and not in addition to, the interest payable pursuant to the terms of Section 3.1(a). If such Lender shall pay to the Administrative Agent such corresponding amount, such amount so paid shall constitute such Lender’s 's Revolving Credit Loan as part of the Revolving Credit Loans for purposes of this Agreement, which Loan shall be deemed to have been made by such Lender on the Borrowing Date applicable to such Revolving Credit Loans.

Failure to Fund. Unless the Administrative Agent shall have received prior notice from a Lender (by telephone or otherwise, such notice to be promptly confirmed by facsimile or other writing) that such Lender will not make available to the Administrative Agent such Lender’s 's Commitment Percentage of the Revolving Credit Loans requested by the Borrowerto be made on a Borrowing Date, the Administrative Agent may assume that such Lender has made the same such amount available to the Administrative Agent on the Borrowing Date in accordance with this Section, provided that such Lender received notice thereof from the Administrative Agent in accordance with the terms hereof, and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on the such Borrowing Date a corresponding amount. If and to the extent such Lender shall not have so made its Commitment Percentage of such Revolving Credit Loans amount available to the Administrative Agent (in which event such Lender shall be deemed to be a Defaulting Lender (after giving effect to any applicable grace period contained in such defined term))Agent, such Lender and the such Borrower severally agree to pay to the Administrative Agent Agent, forthwith on demand demand, such corresponding amount (to the extent not previously paid by the other), together with interest thereon for each day from the date such amount is made available to the such Borrower to until the date such amount is paid to the Administrative Agent, at a rate per annum equal to, in the case of the such Borrower, the applicable interest rate payable by the Borrower in respect of such Loans as set forth in Section 3.1, and, in the case of such Lender, at a rate of interest per annum equal to the Federal Funds Rate for (or, in the first three days after the due date case of such payment and the Federal Funds Rate plus 2% thereafter until the date such payment is received each Alternate Currency Loan, a rate determined by the Administrative AgentAgent to be reflective of the all-in cost of funds to the Administrative Agent in funding such Alternate Currency Loan). Such payment by the such Borrower, however, shall be without prejudice to its rights against such Lender. If such Lender shall pay to the Administrative Agent such corresponding amount, such amount so paid shall constitute such Lender’s 's Revolving Credit Loan as part of the such Revolving Credit Loans for purposes of this Agreement, which Revolving Credit Loan shall be deemed to have been made by such Lender on the such Borrowing Date applicable to such Revolving Credit LoansDate.

Failure to Fund. Unless the Administrative Agent shall have received prior notice from a Lender (by telephone or otherwise, such notice to be promptly confirmed by facsimile telecopy or other writing) that such Lender will not make available to the Administrative Agent such Lender’s 's Commitment Percentage of the Revolving Credit Loans requested by the Borrower, the Administrative Agent may assume that such Lender has made the same such share available to the Administrative Agent on the Borrowing Date in accordance with this Section, provided that such Lender received notice of the requested Revolving Credit Loans from the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on the Borrowing Date a corresponding amount. If and to the extent such Lender shall not have so made its Commitment Percentage of such Revolving Credit Loans available to the Administrative Agent (in which event such Lender shall be deemed to be a Defaulting Lender (after giving effect to any applicable grace period contained in such defined term))Agent, such Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount (to the extent not previously paid by the other), together with interest thereon for each day from the date such amount is made available to the Borrower to the date such amount is paid to the Administrative Agent, at a rate per annum equal to, in the case of the Borrower, the applicable interest rate payable by the Borrower in respect of for such Loans Revolving Credit Loan as set forth in Section 3.1, and, in the case of such Lender, at a rate of interest per annum equal to the Federal Funds Rate (or, in the case of an Alternate Currency Loan, at a rate based upon the all-in cost of the funds for the first three days after the due date of such payment and the Federal Funds Rate plus 2% thereafter until the date such payment is received Applicable Currency as determined by the Administrative Agent). Such payment by the Borrower, however, shall be without prejudice to its rights against such Lender. If such Lender shall pay to the Administrative Agent such corresponding amount, such amount so paid shall constitute such Lender’s 's Revolving Credit Loan as part of the Revolving Credit Loans for purposes of this Agreement, which Loan shall be deemed to have been made by such Lender on the Borrowing Date applicable to such Revolving Credit Loans.

Failure to Fund. Unless If a Shareholder (the Administrative Agent shall have received prior notice from a Lender “Defaulting Shareholder”) fails to provide any Shareholder Funding to NuclearSub in accordance with the requirements of this Clause 16 (by telephone or otherwiseShareholder Funding) (“Overdue Shareholder Funding”) then, such notice without prejudice to any other remedies which may be promptly confirmed by facsimile or other writing) that such Lender will not make available to the Administrative Agent such Lender’s Commitment Percentage of other Parties under applicable law, until and unless the Revolving Credit Loans requested by Defaulting Shareholder provides the Borrower, Overdue Shareholder Funding to NuclearSub in full: (A) interest shall accrue from day to day (at the Administrative Agent may assume that such Lender has made the same available to the Administrative Agent legal interest rate prescribed under applicable law) on the Borrowing Date in accordance with this Section, amount of Overdue Shareholder Funding from time to time and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on the Borrowing Date a corresponding amount. If and to the extent such Lender shall not have so made its Commitment Percentage of such Revolving Credit Loans available to the Administrative Agent (in which event such Lender shall be deemed to be a Defaulting Lender (after giving effect to any applicable grace period contained in such defined term)), such Lender due and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount (to the extent not previously paid by the other), together with interest thereon for each day from the date such amount is made available to the Borrower to the date such amount is paid to the Administrative Agent, at a rate per annum equal to, in the case of the Borrower, the applicable interest rate payable by the Borrower in respect Defaulting Shareholder to NuclearSub at the end of such Loans as set forth in Section 3.1, each calendar month; (B) NuclearSub shall withhold on their respective dates for payment any and all amounts to which the Defaulting Shareholder (and, in where the case Defaulting Shareholder is Electrabel, any Approved ENGIE Lender) would otherwise be entitled from NuclearSub by way of such Lender, at a rate any payments or repayments of interest per annum equal to principal under the Federal Funds Rate for the first three days after the due date of such payment and the Federal Funds Rate plus 2% thereafter until the date such payment is received by the Administrative Agent. Such payment by the Borrower, however, shall be without prejudice to its rights against such Lender. If such Lender shall pay to the Administrative Agent such corresponding amount, such amount so paid shall constitute such Lender’s Revolving Credit relevant Shareholder Loan as part of the Revolving Credit Loans for purposes of this Agreement, which dividends and/or other distributions (“Withheld Amounts”) or by way of un-capitalised interest on any Shareholder Loan; (C) each Withheld Amount arising as a payment or repayment of principal under the relevant Shareholder Loan shall be deemed to have been made paid or repaid by such NuclearSub on its date for payment; and (D) each Withheld Amount shall, on its date for payment by NuclearSub, automatically, unconditionally and irrevocably be treated as if it were advanced by the Defaulting Shareholder (or, where the Defaulting Shareholder is Electrabel and an Approved ENGIE Lender on would otherwise be entitled to the Borrowing Date applicable relevant Withheld Amount, by the relevant Approved ENGIE Lender) to such Revolving Credit LoansNuclearSub by way of a Shareholder Loan in accordance with Clause 16.5 (Shareholder Funding mechanics) mutatis mutandis at the time it is withheld by NuclearSub (a “Deemed Shareholder Loan”) and, for the avoidance of doubt: (i) the Overdue Shareholder Funding shall thereby be reduced; and (ii) until and unless the Defaulting Shareholder has provided (or is deemed to have provided) the Overdue Shareholder Funding to NuclearSub in full, any and all amounts to which the Defaulting Shareholder (and, where the Defaulting Shareholder is Electrabel, any Approved ENGIE Lender) would otherwise be entitled from NuclearSub by way of any payments or repayments under any Deemed Shareholder Loans shall constitute Withheld Amounts to which the provisions of Clauses 16.6(B) to 16.6(D) apply.

Failure to Fund. Unless the Administrative Agent shall have has received prior written notice from a Lender (by telephone or otherwise, such notice to be promptly confirmed by facsimile or other writing) that such Lender will not make available to the Administrative Agent such Lender’s Commitment Percentage an amount equal to its Pro Rata Share of the Revolving Credit Loans requested by the Borrowerany Loan or participation, the Administrative Agent may assume that such Lender has made the same such amount available to the Administrative Agent on the Borrowing Date in accordance with this Section, dates required under Section 4.6 or 5.3 (as applicable) and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower or Issuing Lender (as applicable) on the Borrowing Date a corresponding amountsuch date an amount equal to such Pro Rata Share. If and to the extent such Lender shall has not have so made its Commitment Percentage of such Revolving Credit Loans Pro Rata Share available to the Administrative Agent (in which event and the Agent has made such Lender shall be deemed amount available to be a Defaulting Lender (after giving effect to any applicable grace period contained in such defined term))Borrower or Issuing Lender, such Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount (to the extent not previously paid by the other), together with interest thereon for each day from the date such amount is made available to the Borrower to or Issuing Lender until the date such amount is paid to the Administrative Agent, at a rate per annum equal to, to (a) in the case of the Borrower, the applicable interest rate payable by the Borrower in respect of such Loans as set forth in Section 3.1Revolving Loan Borrowing Rate, and, and (b) in the case of such any Lender, at a rate of interest per annum equal to the daily Federal Funds Rate for the first three days two Business Days after the due date of such payment and the Federal Funds Rate plus 2% thereafter until the date such payment is received was to be made by the Administrative Lender to Agent, and thereafter, the Revolving Loan Borrowing Rate. Such payment by the Borrower, however, shall be without prejudice to its Borrower’s rights against such Lender. If such Lender shall pay to the Administrative Agent such corresponding amount, such the amount so paid shall constitute such Lender’s Revolving Credit Loan as part of the Revolving Credit Loans for purposes of this Agreement, which Loan shall be deemed to have been made by such Lender on the Borrowing Date applicable to such Revolving Credit LoansLoan.

Failure to Fund. Unless the Administrative Agent shall have received prior notice from a Lender (by telephone or otherwise, such notice to be promptly confirmed by facsimile or other writing) that such Lender will not make available to the Administrative Agent the amount of such Lender’s Commitment Percentage of the Revolving Credit Loans requested by the Borrowerto be made on a Borrowing Date, the Administrative Agent may assume that such Lender has made the same such amount available to the Administrative Agent on such Borrowing Date, provided that such Lender received notice thereof from the Borrowing Date Agent in accordance with this Sectionthe terms hereof, and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on the such Borrowing Date a corresponding amount. If and to the extent such Lender shall not have so made its Commitment Percentage of such Revolving Credit Loans amount available to the Administrative Agent (in which event such Lender shall be deemed to be a Defaulting Lender (after giving effect to any applicable grace period contained in such defined term))Agent, such Lender and the such Borrower severally agree to pay to the Administrative Agent Agent, forthwith on demand demand, such corresponding amount (to the extent not previously paid by the other), together with interest thereon for each day from the date such amount is made available to the such Borrower to until the date such amount is paid to the Administrative Agent, at a rate per annum equal to, in the case of the such Borrower, the applicable interest rate payable by the Borrower in respect of such Loans as set forth in Section 3.1, 3.1 and, in the case of such Lender, at a rate of interest per annum equal to the Federal Funds Rate for (or, in the first three days after case of each Alternate Currency Loan, a rate determined by the due date Agent to be reflective of the all-in cost of funds of the Agent to fund such Alternate Currency Loan). Any such payment and the Federal Funds Rate plus 2% thereafter until the date by such payment is received by the Administrative Agent. Such payment by the Borrower, however, Borrower shall be without prejudice to its rights against such Lender. If such Lender shall pay to the Administrative Agent such corresponding amount, such amount so paid shall constitute such Lender’s Revolving Credit Loan as part of the such Revolving Credit Loans for purposes of this Agreement, which Revolving Credit Loan shall be deemed to have been made by such Lender on the applicable Borrowing Date applicable Date. The Agent shall be entitled to recover any and all actual losses and damages (including, without limitation, reasonable attorneys’ fees) from any Lender failing to so repay on demand of the Agent. The Agent may set off the obligations of a Lender under this Section against any distributions or payments in respect of Loans which the Agent would otherwise make available to such Lender at any time. To the extent and during the time period in which any Lender fails to provide or delays in providing its respective payment to the Agent pursuant to Section 2.4(a) or this Section 2.4(b), such Lender’s percentage of all payments in respect of Revolving Credit Loans (but not its Commitment with respect to future Loans) shall decrease to reflect the actual percentage which its actual Revolving Credit Exposure bears to the Aggregate Credit Exposure for all Revolving Credit Loans.

Failure to Fund. Unless the Administrative Agent shall have received notice prior notice to a proposed Borrowing Date (or, in the case of a borrowing of ABR Advances, prior to 1:00 p.m. on such Borrowing Date) from a Lender (by telephone or otherwise, such notice to be promptly confirmed by facsimile or other writing) that such Lender will not make available to the Administrative Agent such Lender’s Commitment Percentage 's share of the requested Revolving Credit Loans requested by the BorrowerLoans, the Administrative Agent may assume that such Lender has made the same such share available to the Administrative Agent on the Borrowing Date in accordance with this Section, and the Administrative Agent maySection and, in reliance upon such assumption, make available to the Borrower on the such Borrowing Date a corresponding amount. If and to the extent such Lender shall not have so made its Commitment Percentage of such Revolving Credit Loans share available to the Administrative Agent (in which event such Lender shall be deemed to be a Defaulting Lender (after giving effect to any applicable grace period contained in such defined term))Agent, such Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount (to the extent not previously paid by the other), together with interest thereon for each day from the date such amount is made available to the Borrower to the date such amount is paid to the Administrative Agent, at a rate per annum equal to, in the case of the Borrower, the applicable interest rate payable by the Borrower in respect of otherwise applicable to such Loans as set forth in Section 3.1Revolving Loan, and, in the case of such Lender, at a rate of interest per annum equal to the Federal Funds Rate for the first three days after the due date greater of such payment and the Federal Funds Effective Rate plus 2% thereafter until the date such payment is received and a rate reasonably determined by the Administrative Agent. Such payment by the Borrower, however, shall be without prejudice to its rights against such LenderAgent in accordance with banking industry rates on interbank compensation. If such Lender shall pay to the Administrative Agent such corresponding amount, such amount so paid shall constitute such Lender’s 's Revolving Credit Loan as part of the Revolving Credit Loans relevant borrowing for purposes of this Agreement, which Loan . The failure of any Lender to provide such Lender's share of the requested Loans shall be deemed not relieve any other Lender of its obligations hereunder to have been made by such Lender on provide its share of the Borrowing Date applicable to such requested Revolving Credit Loans.

Failure to Fund. Unless If a Member fails to fund any portion of any Required Capital Contribution other than Permitted Capital Calls, the Administrative Agent shall have received prior notice from non-defaulting Member may (i) fund such portion of such Required Capital Contribution on behalf of the defaulting member and dilute the defaulting Member's percentage interest on a Lender 1.5:1 basis, (by telephone or otherwiseii) fund such portion of such Required Capital Contribution as a loan (each, such notice a “Member Loan”) at the rate of 20% per annum, to be promptly confirmed by facsimile repaid as set forth herein, or other writing(iii) that obtain third party equity to fund such Lender will not make available portion of such Required Capital Contribution on terms to the Administrative Agent such Lender’s Commitment Percentage of the Revolving Credit Loans requested be determined by the Borrower, the Administrative Agent may assume that such Lender has made the same available to the Administrative Agent on the Borrowing Date in accordance with this Section, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on the Borrowing Date a corresponding amountnon-defaulting Member. If and to the extent such Lender shall not have so made its Commitment Percentage of such Revolving Credit Loans available to the Administrative Agent (in which event such Lender shall be deemed to be a Defaulting Lender (after giving effect to any applicable grace period contained in such defined term)), such Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount (to the extent not previously paid by the other), together with interest thereon for each day from the date such amount is made available to the Borrower to the date such amount is paid to the Administrative Agent, at a rate per annum equal toIn addition, in the case event that a Member fails to fund any portion of any Required Capital Contribution, such Member shall forfeit its voting rights, if any. In addition, if (x) NorthStar is the Borrowerdefaulting Member with respect to any Required Capital Contribution, and (y) such Capital Call Notice required capital contributions to pay debt service under the Senior Facility and/or the Third Lien Facility, NorthStar, or its applicable interest rate payable by affiliate who is the Borrower in respect of such Loans lender under either the Senior Facility and/or Third Lien Facility as set forth in Section 3.1, and, in the case of such Lender, at a rate of interest per annum equal to the Federal Funds Rate for the first three days after the due date of such payment and the Federal Funds Rate plus 2% thereafter until the date such payment is received by the Administrative Agent. Such payment by the Borrower, howeverapplicable, shall be without prejudice estopped from asserting that an event of default has occurred, and/or exercising any remedies, under the Facility for failure to its rights against such Lender. If such Lender shall pay to the Administrative Agent such corresponding amount, such amount so paid shall constitute such Lender’s Revolving Credit Loan as part portion of the Revolving Credit Loans debt service to be funded by such Required Capital Contribution (any such instance, the “Loan EOD Carveout”). Guaranty for purposes Purchaser Termination Fee: Concurrently with the execution of this Agreementthe SPA, NorthStar will agree to provide, on behalf of the Formation Member, a guaranty (the “Guaranty”) for the Formation Member’s pro rata share of that certain guaranty of the Purchaser Termination Fee (as such term is defined in the SPA). Concurrently with the execution of the SPA, FC will agree to deposit an amount equal to $2,500,000 (the “Escrow Amount”) with Madison Title Agency, LLC, as escrow agent (the “Escrow Agent”), which Loan shall be deemed held by the Escrow Agent pursuant to have been made a Contribution and Reimbursement Agreement under which FC will agree for the benefit of NorthStar that the Escrow Amount will be used to fund FC’s pro rata portion of (x) any amounts which may be required to be funded by such Lender NorthStar under the Guaranty and/or (y) the Deposit which shall be disbursed by Escrow Agent to NorthStar on the Borrowing Date applicable to closing date of the Transaction or, if the closing does not occur, substantially concurrently with the payment of such Revolving Credit Loansamounts by NorthStar.

Failure to Fund. Unless the Administrative Agent shall have received prior notice --------------- from a Lender Bank (by telephone or otherwise, such notice to be promptly confirmed by facsimile or other writing) that such Lender Bank will not make available to the Administrative Agent such Lender’s Commitment Bank's Percentage of the Revolving Credit Loans requested by or Term Loans, as the Borrowercase may be, to be made on a borrowing date, the Administrative Agent may assume that such Lender Bank has made the same such amount available to the Administrative Agent on the Borrowing Date borrowing date in accordance with this Section, provided that such Bank received notice thereof from the Agent in accordance with the terms hereof, and the Administrative Agent may, in reliance upon such assumption, make available on such borrowing date to the Borrower on the Borrowing Date requesting such loan(s) a corresponding amount. If and to the extent such Lender Bank shall not have so made its Commitment Percentage of such Revolving Credit Loans amount available to the Administrative Agent (in which event such Lender shall be deemed to be a Defaulting Lender (after giving effect to any applicable grace period contained in such defined term))Agent, such Lender Bank and the Borrower requesting such loan(s) severally agree to pay to the Administrative Agent Agent, forthwith on demand demand, such corresponding amount (to the extent not previously paid by the other), together with interest thereon for each day from the date such amount is made available to the such Borrower to until the date such amount is paid to the Administrative Agent, at a rate per annum equal to, in the case of the such Borrower, the applicable interest rate payable by the Borrower in respect of then applicable to such Loans as set forth in Section 3.1loan(s), and, in the case of such LenderBank, at a rate of interest per annum equal to the extent such amount is paid to the Agent (A) no later than the second day after the date such amount is made available to such Borrower, the Federal Funds Rate for the first three days and (B) after the due date of such payment and the Federal Funds Rate plus 2% thereafter until second day after the date such payment amount is received by made available to such Borrower, the Administrative Agentapplicable interest rate then applicable to such loan(s). Such payment by the such Borrower, however, shall be without prejudice to its rights against such LenderBank. If such Lender Bank shall pay to the Administrative Agent such corresponding amount, such amount so paid shall constitute such Lender’s Bank's Revolving Credit Loan or Term Loan, as the case may be, as part of the such Revolving Credit Loans and Term Loans for purposes of this Agreement, which Revolving Credit Loan and Term Loan, as the case may be, shall be deemed to have been made by such Lender Bank on the Borrowing Date applicable such borrowing date. No Bank's obligation to such fund any Revolving Credit LoansLoan or Term Loan shall be affected by any other Bank's failure to fund any Revolving Credit Loan or Term Loan, nor shall any Bank's Revolving Credit Commitment or Term Loan Commitment be increased as a result of any such failure of any other Bank.

Failure to Fund. Unless the Administrative Agent shall have --------------- received prior notice from a Lender (by telephone or otherwise, such notice to be promptly confirmed by facsimile or other writing) that such Lender will not make available to the Administrative Agent such Lender’s 's Commitment Percentage of the Revolving Credit Loans requested by the Borrower, the Administrative Agent may assume that such Lender has made the same such share available to the Administrative Agent on the Borrowing Date in accordance with this Section, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on the Borrowing Date a corresponding amount. If and to the extent such Lender shall not have so made its Commitment Percentage of such Revolving Credit Loans available to the Administrative Agent (in which event such Lender shall be deemed to be a Defaulting Lender (after giving effect to any applicable grace period contained in such defined term))Agent, such Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount (to the extent not previously paid by the other), together with interest thereon for each day from the date such amount is made available to the Borrower to the date such amount is paid to the Administrative Agent, at a rate per annum equal to, in the case of the Borrower, the applicable interest rate payable by the Borrower in respect of such Loans as set forth in Section 3.1, and, in the case of such Lender, at a rate of interest per annum equal to the Federal Funds Rate for the first three days after the due date of such payment and the Federal Funds Rate plus 2% thereafter until the date such payment is received by the Administrative Agent. Such payment by the Borrower, however, shall be without prejudice to its rights against such Lender. If such Lender shall pay to the Administrative Agent such corresponding amount, such amount so paid shall constitute such Lender’s 's Revolving Credit Loan as part of the Revolving Credit Loans for purposes of this Agreement, which Loan shall be deemed to have been made by such Lender on the Borrowing Date applicable to such Revolving Credit Loans.

Failure to Fund. Unless the Facility Administrative Agent has been notified in writing by a Lender at least one (1) Business Day prior to the date of any Loan that such Lender does not intend to make available its proportion of any of the Loan requested, the Facility Administrative Agent may, in its discretion, assume that such Lender shall remit funds to the Facility Administrative Agent and the Facility Administrative Agent may, in its discretion and in reliance on that assumption, make available to the Borrower on the date of any Loans being provided an amount equal to that Lender's proportion of those Loans. If a Lender does not in fact remit those funds to the Facility Administrative Agent, the Facility Administrative Agent shall promptly notify that Lender and the Borrower. Without restricting the obligation of that Lender to make those funds available and its liability for damages or otherwise as a result of the failure to do so, if and to the extent that such Lender shall not have received prior notice so made its proportion of the Loans requested available to the Facility Administrative Agent, that Facility Lender agrees to pay to the Facility Administrative Agent forthwith on demand that Lender's proportion of those Loans and all reasonable costs and expenses incurred by the Facility Administrative Agent in connection therewith together with interest thereon (at the rate payable hereunder by the Borrower in respect of that Loan) for each day from the date that amount is made available to the Borrower until the date that amount is paid to the Facility Administrative Agent. Notwithstanding the obligation of that Lender to repay the Facility Administrative Agent, if that Lender fails to so pay, the Borrower shall, without prejudice to any rights the Borrower may have against that Lender, repay that amount to the Facility Administrative Agent forthwith after demand therefor by the Facility Administrative Agent. The amount payable to the Facility Administrative Agent pursuant hereto shall be as set forth in a certificate delivered by the. Facility Administrative Agent to that Facility Lender and the Borrower (which certificate shall contain reasonable details of how the amount payable is calculated) and shall be conclusive and binding for all purposes, absent manifest error. If that Facility Lender makes the payment to the Facility Administrative Agent required herein, the amount so paid (otherwise than in respect of such costs, charges and expenses of the Facility Administrative Agent) shall constitute that Lender's proportion of the Loans requested for purposes of this Agreement. If the Facility Administrative Agent has been notified by a Lender (by telephone or otherwise, such notice to be promptly confirmed by facsimile or other writing) that such Lender will not make available to the Facility Administrative Agent such Lender’s Commitment Percentage its proportion of the Revolving Credit any Loans requested by the Borrowerrequested, the Facility Administrative Agent may assume that such Lender has made the same available shall have no obligation to the Administrative Agent on the Borrowing Date in accordance with this Section, and the Administrative Agent may, in reliance upon such assumption, make available such amount to the Borrower on the Borrowing Date a corresponding amount. If and to the extent such Lender shall not have so made its Commitment Percentage of such Revolving Credit Loans available to the Administrative Agent (in which event such Lender shall be deemed to be a Defaulting Lender (after giving effect to under any applicable grace period contained in such defined term)), such Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount (to the extent not previously paid by the other), together with interest thereon for each day from the date such amount is made available to the Borrower to the date such amount is paid to the Administrative Agent, at a rate per annum equal to, in the case of the Borrower, the applicable interest rate payable by the Borrower in respect of such Loans as set forth in Section 3.1, and, in the case of such Lender, at a rate of interest per annum equal to the Federal Funds Rate for the first three days after the due date of such payment and the Federal Funds Rate plus 2% thereafter until the date such payment is received by the Administrative Agent. Such payment by the Borrower, however, shall be without prejudice to its rights against such Lender. If such Lender shall pay to the Administrative Agent such corresponding amount, such amount so paid shall constitute such Lender’s Revolving Credit Loan as part of the Revolving Credit Loans for purposes provisions of this Agreement, which Loan shall be deemed to have been made by such Lender on the Borrowing Date applicable to such Revolving Credit Loans.

Failure to Fund. Unless the Administrative Agent shall have received prior notice from a Lender (by telephone or otherwise, such notice to be promptly confirmed by facsimile or other writing) that such Lender will not make available to the Administrative Agent such Lender’s Revolving Credit Commitment Percentage of the Revolving Credit Loans requested by to be made on a Borrowing Date or such Lender’s Term Loan Commitment Percentage of the BorrowerTerm Loans to be made on the Effective Date, the Administrative Agent may assume that such Lender has made the same such Table of Contents amount available to the Administrative Agent on the Borrowing Date or the Effective Date, as the case may be, in accordance with this Section, provided that such Lender received notice thereof from the Administrative Agent in accordance with the terms hereof, and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on the such Borrowing Date a corresponding amount. If and to the extent such Lender shall not have so made its Commitment Percentage of such Revolving Credit Loans amount available to the Administrative Agent (in which event such Lender shall be deemed to be a Defaulting Lender (after giving effect to any applicable grace period contained in such defined term))Agent, such Lender and the such Borrower severally agree to pay to the Administrative Agent Agent, forthwith on demand demand, such corresponding amount (to the extent not previously paid by the other), together with interest thereon for each day from the date such amount is made available to the such Borrower to until the date such amount is paid to the Administrative Agent, at a rate per annum equal to, in the case of the such Borrower, the applicable interest rate payable by the Borrower in respect of such Loans as set forth in Section 3.1, and, in the case of such Lender, at a rate of interest per annum equal to the Federal Funds Rate for (or, in the first three days after the due date case of such payment and the Federal Funds Rate plus 2% thereafter until the date such payment is received each Alternate Currency Loan, a rate determined by the Administrative AgentAgent to be reflective of the all-in cost of funds to the Administrative Agent in funding such Alternate Currency Loan). Such payment by the such Borrower, however, shall be without prejudice to its rights against such Lender. If such Lender shall pay to the Administrative Agent such corresponding amount, such amount so paid shall constitute (i) such Lender’s Revolving Credit Loan as part of the such Revolving Credit Loans for purposes of this AgreementAgreement or (ii) such Lender’s Term Loan as part of such Term Loans, as the case may be, which Loan Loans shall be deemed to have been made by such Lender on the applicable Borrowing Date applicable to such Revolving Credit LoansDate.

Failure to Fund. Unless the Administrative Agent shall have received prior notice from a Lender (by telephone or otherwise, Bank prior to the date of any such notice to be promptly confirmed by facsimile or other writing) Committed Borrowing that such Lender Bank will not make available to the Administrative Agent such Lender’s Commitment Percentage Bank's Pro Rata Share of the Revolving Credit Loans requested by the Borrowersuch Borrowing, the Administrative Agent may assume that such Lender Bank has made the same such amount available to the Administrative Agent on the date of such Borrowing Date in accordance with this Section, Section 2.1B and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the Borrower on the Borrowing Date such date a corresponding amount. If and to the extent that a Bank not providing such Lender notice shall not have so made its Commitment Percentage Pro Rata Share of such Revolving Credit Loans Borrowing available to the Administrative Agent (in which event such Lender shall be deemed to be a Defaulting Lender (after giving effect to any applicable grace period contained in such defined term))Agent, such Lender Bank and the Borrower severally agree to pay repay to the Administrative Agent forthwith on demand such corresponding amount (to the extent not previously paid by the other), together with interest thereon thereon, for each day from the date such amount is made available to the Borrower to until the date such amount is paid repaid to the Administrative Agent, at a rate per annum equal to, (i) in the case of the Borrower, the applicable interest rate payable by applicable at the Borrower in respect of time to Loans comprising such Loans as set forth in Section 3.1, and, Borrowing and (ii) in the case of such LenderBank, at a rate of interest per annum equal to the Federal Funds Rate for the first three days after the due date of such payment and the Federal Funds Rate plus 2% thereafter until the date such payment is received by the Administrative Agent. Such payment by the Borrower, however, shall be without prejudice to its rights against such LenderRate. If such Lender Bank shall pay repay to the Administrative Agent such corresponding amount, such amount so paid repaid shall constitute such Lender’s Revolving Credit Bank's Loan as part of the Revolving Credit Loans such Borrowing for purposes of this Agreement. Any Bank failing to fund a Loan when it is required to do so hereunder shall indemnify the Borrower against any monetary loss, which cost or expense incurred by the Borrower as a result thereof; provided, however, that such indemnification shall not include any obligation -------- ------- with respect to consequential damages. The failure of any Bank to make the Loan to be made by it as part of any Committed Borrowing shall not relieve any other Bank of its obligation, if any, hereunder to make its Committed Loan on the date of such Borrowing, but no Bank shall be deemed responsible for the failure of any other Bank to have been make the Loan to be made by such Lender other Bank on the Borrowing Date applicable to such Revolving Credit Loansdate of any Committed Borrowing.

Failure to Fund. Unless the Administrative Agent shall have received prior notice from a Lender Bank (by telephone or otherwise, such notice to be promptly confirmed by facsimile or other writing) that such Lender Bank will not make available to the Administrative Agent such Lender’s Commitment Bank's Percentage of the Revolving Credit Loans requested by or Term Loans, as the Borrowercase may be, to be made on a borrowing date, the Administrative Agent may assume that such Lender Bank has made the same such amount available to the Administrative Agent on the Borrowing Date borrowing date in accordance with this Section, provided that such Bank received notice thereof from the Agent in accordance with the terms hereof, and the Administrative Agent may, in reliance upon such assumption, make available on such borrowing date to the Borrower on the Borrowing Date requesting such loan(s) a corresponding amount. If and to the extent such Lender Bank shall not have so made its Commitment Percentage of such Revolving Credit Loans amount available to the Administrative Agent (in which event such Lender shall be deemed to be a Defaulting Lender (after giving effect to any applicable grace period contained in such defined term))Agent, such Lender Bank and the Borrower requesting such loan(s) severally agree to pay to the Administrative Agent Agent, forthwith on demand demand, such corresponding amount (to the extent not previously paid by the other), together with interest thereon for each day from the date such amount is made available to the such Borrower to until the date such amount is paid to the Administrative Agent, at a rate per annum equal to, in the case of the such Borrower, the applicable interest rate payable by the Borrower in respect of then applicable to such Loans as set forth in Section 3.1loan(s), and, in the case of such LenderBank, at a rate of interest per annum equal to the extent such amount is paid to the Agent (A) no later than the second day after the date such amount is made available to such Borrower, the Federal Funds Rate for the first three days and (B) after the due date of such payment and the Federal Funds Rate plus 2% thereafter until second day after the date such payment amount is received by made available to such Borrower, the Administrative Agentapplicable interest rate then applicable to such loan(s). Such payment by the such Borrower, however, shall be without prejudice to its rights against such LenderBank. If such Lender Bank shall pay to the Administrative Agent such corresponding amount, such amount so paid shall constitute such Lender’s Bank's Revolving Credit Loan or Term Loan, as the case may be, as part of the such Revolving Credit Loans and Term Loans for purposes of this Agreement, which Revolving Credit Loan and Term Loan, as the case may be, shall be deemed to have been made by such Lender Bank on the Borrowing Date applicable such borrowing date. No Bank's obligation to such fund any Revolving Credit LoansLoan or Term Loan shall be affected by any other Bank's failure to fund any Revolving Credit Loan or Term Loan, nor shall any Bank's Revolving Credit Commitment or Term Loan Commitment be increased as a result of any such failure of any other Bank.

Failure to Fund. Unless In the Administrative Agent event any LENDER fails for any reason to fund the portion it is required to fund of any Advance of Revolving Loan proceeds by 3:00 p.m. on the second Business Day after the date established by AGENT as the date such Advance is to be made, such LENDER shall be a "Delinquent Lender" for all purposes hereunder until and unless such delinquency is cured in accordance with the terms and by the time permitted under subsection (b) below, and the following provisions shall apply: (1) AGENT shall notify (such notice being referred to as the "Delinquency Notice") each LENDER and BORROWER of any LENDER's failure to fund. Each LENDER who is not a Delinquent Lender shall have received prior notice from a the right, but in no event or under any circumstance the obligation, to fund such Delinquent Lender's portion of such Advance, provided that, within twenty (20) days of the date of the Delinquency Notice (the "Election Period"), such non-Delinquent Lender (the "Electing Lender") irrevocably commits by telephone notice in writing (an "Election Notice") to AGENT, the other LENDERS and BORROWER to fund the Delinquent Lender's portion of the Advance that is the subject of the delinquency and to assume the Delinquent Lender's obligations with respect to the advancing of the entire undisbursed portion of the Delinquent Lender's individual Commitment (such entire undisbursed portion of the Delinquent Lender's individual Commitment, including its portion of the Advance that is the subject of the delinquency, the "Delinquency Amount"). If AGENT receives more than one Election Notice within the Election Period, then all LENDERS who are not Delinquent Lenders and who have so elected (collectively, the "Electing Lenders") shall be deemed to have committed Ratably to fund shares of the Delinquency Amount based upon the amounts of their respective individual Commitments. If there are one or more Electing Lenders and the Delinquent Lender fails to cure during the Election Period as provided in subsection (b) below, then upon the expiration of the Election Period, each Electing Lender's individual Commitment shall be automatically increased by the Delinquency amount (if there is only one Electing Lender) or such Electing Lender's Pro Rata Share, determined as aforesaid, of the Delinquency Amount (if there are two or more Electing Lenders), and the Delinquent Lender's individual Commitment shall automatically be reduced by the Delinquency Amount. AGENT shall thereupon notify BORROWER and each LENDER of (i) the adjusted amounts of the individual Commitments and (ii) if the Advance that was the subject of the delinquency was not made pursuant to Section 10.15 hereof or was refunded by BORROWER pursuant to subsection (a)(5) of this Section, the rescheduled date of such Advance (which shall be no sooner than three Business Days after such notice). In the event AGENT shall have funded, pursuant to Section 10.15 hereof, the entire Advance that was the subject of the delinquency (including the Delinquent Lender's portion), and BORROWER shall not have refunded such advance pursuant to subsection (a)(5) of this Section, the Electing Lender(s) shall remit to AGENT the Delinquent Lender's portion of the Advance, or their Pro Rata Share thereof, as the case may be, within three Business Days of the notice provided for in the immediately preceding sentence, and AGENT shall reimburse itself from such funds for making the Delinquent Lender's portion of the Advance. Notwithstanding anything to the contrary contained herein, if AGENT advances its own funds in respect of a Delinquent Lender's portion of an Advance, AGENT shall be entitled to the interest at the applicable Default Rate on the portion of the principal amount represented thereby, from the date AGENT makes such Advance until the date it is reimbursed therefor. (2) In connection with the adjustment of the amounts of the individual Commitments of the Delinquent Lender and Electing Lender(s) upon the expiration of the Election Period as aforesaid, BORROWER covenants that it shall, promptly following the request of the Electing Lender(s), execute and deliver to each Electing Lender and the Delinquent Lender replacement Revolving Notes substantially in the form of the Revolving Note or Revolving Notes being replaced and stating: "This Note is a replacement Revolving Note as contemplated by Section 10.17 of the Loan Agreement; it replaces and is in lieu of that certain Revolving Note made by Maker dated [Closing Date] to the order of [Delinquent Lender] in the principal sum of [Delinquent Lender's] original individual Revolving Loan Commitment]." Such replacement Revolving Notes shall be in amounts equal to such LENDERS' respective individual Commitments, as adjusted. All such replacement Revolving Notes shall constitute "Revolving Notes" for purposes of this Agreement and the Loan Documents or other documents or instruments referred to or provided for herein or therein. The execution and delivery of replacement Revolving Notes as required above shall be a condition precedent to any further advances of Revolving Loan proceeds. (3) In the event that no LENDER elects to commit to fund the Delinquency Amount within the Election Period as provided in subsection (a) of this Section, AGENT shall, upon the expiration of the Election Period, so notify BORROWER and each LENDER and the provisions of Section 10.18 hereof shall apply. (4) Subject to a Delinquent Lender's right to cure as provided in subsection (b) below, but notwithstanding anything else to the contrary contained in this Agreement, if any LENDER fails (i) to make available to AGENT its Pro Rata Share of any Advance under the Revolving Loan or (ii) to purchase its Pro Rata Share of any other obligation arising under the Total Commitments or (iii) to comply with the provisions in this Agreement with respect to making dispositions and arrangements with the other LENDERS, where such LENDER's share of any payment received, whether by setoff or otherwise, is in excess of its Pro Rata Share of such notice payments due and payable to be promptly confirmed by facsimile or other writing) that such Lender will not make available to the Administrative Agent such Lender’s Commitment Percentage all of the Revolving Credit Loans requested by the Borrower, the Administrative Agent may assume that such Lender has made the same available to the Administrative Agent on the Borrowing Date in accordance with this Section, and the Administrative Agent mayLENDERS, in reliance upon such assumptioneach case as, make available to the Borrower on the Borrowing Date a corresponding amount. If when and to the full extent such Lender shall not have so made its Commitment Percentage required by the provisions of this Agreement, or (iv) to adjust promptly the amount of such Revolving Credit Loans available LENDER's Outstanding Advances and its Pro Rata Share of the other obligations (if any) arising under the Total Commitments, then such LENDER shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. In addition, the Delinquent Lender's interest in, and any and all amounts due to a Delinquent Lender under, the Loan Documents or other documents or instruments referred to or provided for herein or therein (including, without limitation, all principal, interest, fees and expenses) shall be subordinate in lien priority and to the Administrative Agent repayment of all amounts (in which event such including, without limitation, interest) then or thereafter due or to become due to the non-Delinquent Lenders under the Loan Documents or other documents or instruments referred to or provided for herein or therein (including future Advances). In furtherance of the foregoing, the Delinquent Lender shall be deemed to have assigned any and all payments due to it from BORROWER, whether on account of Outstanding Advances, interest, fees or otherwise, to the remaining non-Delinquent Lenders for application to, and reduction of, their respective Pro Rata Shares of all Outstanding Advances and the Delinquent Lender hereby authorizes AGENT to distribute all payments from or on behalf of BORROWER to the non-Delinquent Lenders in proportion to their re-adjusted respective Pro Rata Shares of all Outstanding Advances. Also, the Delinquent Lender shall have no right to participate in any discussions among and/or decisions by the LENDERS hereunder and/or under the other Loan Documents or other documents or instruments referred to or provided for herein or therein and the Delinquent Lender shall be bound by any amendment to, or waiver of, any provision of, or any action taken or omitted to be taken by AGENT and/or the non-Delinquent Lenders under, any of the Loan Documents or other documents or instruments referred to or provided for herein or therein which is made subsequent to the Delinquent Lender's becoming a Defaulting Lender Delinquent Lender. (after giving effect 5) If, pursuant to any applicable grace period the operation of Section 10.15 hereof, an Advance of Revolving Loan proceeds is made without AGENT's receipt of a Delinquent Lender's portion thereof, BORROWER shall, upon demand of AGENT, refund the entire such advance to AGENT. BORROWER's failure to do so within ten (10) days of such demand shall, notwithstanding anything to the contrary contained in such defined term))any of the Loan Documents, such Lender constitute an Event of Default under this Agreement and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount (to the extent not previously paid by the other), together with interest thereon for each day from the date such amount is made available to the Borrower to the date such amount is paid to the Administrative Agent, at a rate per annum equal to, in the case of the Borrower, the applicable interest rate payable by the Borrower in respect other Loan Documents. Upon its receipt of such Loans as set forth in Section 3.1funds from BORROWER, and, in the case of such Lender, at a rate of interest per annum equal AGENT shall promptly remit to the Federal Funds Rate for the first three days after the due date of such payment and the Federal Funds Rate plus 2% thereafter until the date such payment is received by the Administrative Agent. Such payment by the Borrower, however, shall be without prejudice to each non-Delinquent Lender its rights against such Lender. If such Lender shall pay to the Administrative Agent such corresponding amount, such amount so paid shall constitute such Lender’s Revolving Credit Loan as part of the Revolving Credit Loans for purposes of this Agreement, which Loan shall be deemed to have been made by such Lender on the Borrowing Date applicable to such Revolving Credit Loansappropriate share thereof.

Failure to Fund. Unless the Administrative Agent shall have received prior notice from been notified by a Lender (by telephone or otherwise, such notice prior to be promptly confirmed by facsimile or other writing) the making of any Loans that such Lender will does not intend to make available to the Administrative Agent either (x) such Lender’s Commitment Percentage portion of the Revolving Credit Loans requested by (other than Bid Loans and Individual Currency Loans) to be made on such date or (y) such Lender’s Bid Loan which is to be made available to the BorrowerAdministrative Agent, the Administrative Agent may assume that such Lender has made the same such amount available to the Administrative Agent on the such Borrowing Date in accordance with this Section, and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on the Borrowing Date a corresponding amount. If and to the extent such Lender shall corresponding amount is not have so in fact made its Commitment Percentage of such Revolving Credit Loans available to the Administrative Agent (in which event by such Lender shall be deemed to be a Defaulting Lender (after giving effect to any applicable grace period contained in such defined term))Lender, such Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand shall be entitled to recover such corresponding amount (to the extent not previously paid on demand from such Lender together with all costs and expenses incurred by the other)Administrative Agent in connection therewith. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, together with the Administrative Agent shall promptly notify the applicable Borrower. The Administrative Agent shall be entitled to recover on demand from such Lender interest thereon for on such corresponding amount in respect of each day from the date such corresponding amount is was made available by the Administrative Agent to the such applicable Borrower to until the date such corresponding amount is paid to recovered by the Administrative Agent, at a rate per annum equal to, in the case of the Borrower, the applicable interest rate payable by the Borrower in respect of such Loans as set forth in Section 3.1, and, in the case of such Lender, at a rate of interest per annum equal to the Federal Funds Rate in effect (or in the case of Alternate Currency Loans, at a rate equal to the all-in cost of funds of the Administrative Agent for the first three days after the due date of applicable Currency) on each such payment and the Federal Funds Rate plus 2% thereafter until the date such payment is received day as determined by the Administrative Agent. Such payment by the Borrower, however, shall be without prejudice to its rights against such Lender. If such corresponding amount is not made available by such Lender shall pay to the Administrative Agent within one Business Day after such corresponding Borrowing Date, the Administrative Agent shall also be entitled to receive from the applicable Borrower such amount, together with (x) in the case of a Loan (other than a Bid Loan), the interest rate applicable to such amount so paid shall constitute such Lender’s Revolving Credit Loan as part determined pursuant to Section 3.1, or (y) in the case of a Bid Loan, the Revolving Credit Loans for purposes of interest rate applicable to such Bid Loan. Nothing in this Agreement, which Loan Section shall be deemed to relieve any Lender from its obligation to make Loans hereunder or to prejudice any rights which the applicable Borrower may have been made against any Lender as a result of any failure by such Lender on the Borrowing Date applicable to such Revolving Credit Loansmake Loans hereunder.