Common use of Defaulting Lenders Clause in Contracts

Defaulting Lenders. Unless the Agent receives notice from a Lender on or prior to the Closing Date or, with respect to any Borrowing after the Closing Date, at least one Business Day prior to the date of such Borrowing, that such Lender will not make available as and when required hereunder to the Agent that Lender’s Pro Rata Share of a Borrowing, the Agent may assume that each such Lender has made such amount available to the Agent in immediately available funds on the Funding Date. Furthermore, the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If any Lender has not transferred its full Pro Rata Share to the Agent in immediately available funds, and the Agent has transferred the corresponding amount to the Borrower, on the Business Day following such Funding Date such Lender shall make such amount available to the Agent, together with interest at the Federal Funds Rate for that day. A notice by the Agent submitted to any Lender with respect to amounts owing shall be conclusive, absent manifest error. If each Lender’s full Pro Rata Share is transferred to the Agent as required, the amount transferred to the Agent shall constitute that Lender’s applicable Loan for all purposes of this Agreement. If that amount is not transferred to the Agent on the Business Day following the Funding Date, the Agent will notify the Borrower of such failure to fund and, upon demand by the Agent, the Borrower shall pay such amount to the Agent for the Agent’s account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the Interest Rate applicable at the time to the applicable Loans comprising that particular Borrowing. The failure of any Lender to make any applicable Loan on any Funding Date shall not relieve any other Lender of its obligation hereunder to make an applicable Loan on that Funding Date. No Lender shall be responsible for any other Lender’s failure to advance such other Lender’s Pro Rata Share of any Borrowing.

Defaulting Lenders. Unless the Agent receives notice from a Lender on or prior to the Closing Date or, with respect to any Borrowing after the Closing Date, at least one Business Day prior to the date of such Borrowing, that such Lender will not make available as and when required hereunder to the Agent that Lender’s Pro Rata Share of a Borrowing, the Agent may assume that each such Lender has made such amount available to the Agent in immediately available funds on the Funding Date. Furthermore, the Agent may, in reliance upon such assumption, make available to the Borrower applicable Borrowers on such date a corresponding amount. If any Lender has not transferred its full Pro Rata Share to the Agent in immediately available funds, and the Agent has transferred the corresponding amount to the Borrowerapplicable Borrowers, on the Business Day following such Funding Date such Lender shall make such amount available to the Agent, together with interest for that day (i) in the case of amounts denominated in Dollars, at the greater of the Federal Funds Rate and a rate determined by the Agent in accordance with banking industry rules on interbank compensation, (ii) in the case of amounts denominated in Canadian Dollars, at the greater of the interest rate charged by the Bank of Canada for that dayone-day loans and a rate determined by the Agent in accordance with banking industry rules on interbank compensation and (iii) in the case of amounts denominated in an Alternative Currency, a rate determined by the Agent in accordance with banking industry rules on interbank compensation. A notice by the Agent submitted to any Lender with respect to amounts owing shall be conclusive, absent manifest error. If each Lender’s full Pro Rata Share is transferred to the Agent as required, the amount transferred to the Agent shall constitute that Lender’s applicable Loan for all purposes of this Agreement. If that amount is not transferred to the Agent on the Business Day following the Funding Date, the Agent will notify the Borrower Borrowers’ Agent of such failure to fund and, upon demand by the Agent, the Borrower applicable Borrowers shall pay such amount to the Agent for the Agent’s account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the Interest Rate applicable at the time to the applicable Loans comprising that particular Borrowing. The failure of any Lender to make any applicable Loan on any Funding Date shall not relieve any other Lender of its obligation hereunder to make an applicable Loan on that Funding Date. No Lender shall be responsible for any other Lender’s failure to advance such other Lender’s Pro Rata Share of any Borrowing.. Notwithstanding anything contained in this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:

Defaulting Lenders. Unless the Agent receives notice from a Lender on or prior to the Closing Date or, with respect to any Borrowing after the Closing Date, at least one Business Day prior to the date of such Borrowing, that such Lender will not make available as and when required hereunder to the Agent that Lender’s Pro Rata Share of a Borrowing, the Agent may assume that each such Lender has made such amount available to the Agent in immediately available funds on the Funding Date. Furthermore, the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If any Lender has not transferred its full Pro Rata Share to the Agent in immediately available funds, funds and the Agent has transferred the corresponding amount to the Borrower, Borrower on the Business Day following such Funding Date such that Lender shall make such amount available to the Agent, together with interest at the Federal Funds Rate for that day. A notice by the Agent submitted to any Lender with respect to amounts owing shall be conclusive, absent manifest error. If each Lender’s full Pro Rata Share is transferred to the Agent as required, the amount transferred to the Agent shall constitute that Lender’s applicable Revolving Loan for all purposes of this Agreement. If that amount is not transferred to the Agent on the Business Day following the Funding Date, the Agent will notify the Borrower of such failure to fund and, upon demand by the Agent, the Borrower shall pay such amount to the Agent for the Agent’s account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the Interest Rate applicable at the time to the applicable Revolving Loans comprising that particular Borrowing. The failure of any Lender to make any applicable Revolving Loan on any Funding Date (any such Lender, prior to the cure of such failure, being hereinafter referred to as a “Defaulting Lender”) shall not relieve any other Lender of its obligation hereunder to make an applicable a Revolving Loan on that Funding Date. No Lender shall be responsible for any other Lender’s failure to advance such other Lender’s Lenders’ Pro Rata Share of any Borrowing.

Defaulting Lenders. Unless the Agent receives notice from a Lender on or prior to the Closing Date or, with respect to any Borrowing after the Closing Date, at least one Business Day prior to the date of such Borrowing, that such Lender will not make available as and when required hereunder to the Agent that Lender’s 's Pro Rata Share of a Borrowing, the Agent may assume that each such Lender has made such amount available to the Agent in immediately available funds on the Funding Date. Furthermore, the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If any Lender has not transferred its full Pro Rata Share to the Agent in immediately available funds, funds and the Agent has transferred the corresponding amount to the Borrower, Borrower on the Business Day following such Funding Date such that Lender shall make such amount available to the Agent, together with interest at the Federal Funds Rate for that day. A notice by the Agent submitted to any Lender with respect to amounts owing shall be conclusive, absent manifest error. If each Lender’s 's full Pro Rata Share is transferred to the Agent as required, the amount transferred to the Agent shall constitute that Lender’s applicable 's Revolving Loan for all purposes of this Agreement. If that amount is not transferred to the Agent on the Business Day following the Funding Date, the Agent will notify the Borrower of such failure to fund and, upon demand by the Agent, the Borrower shall pay such amount to the Agent for the Agent’s 's account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the Interest Rate applicable at the time to the applicable Revolving Loans comprising that particular Borrowing. The failure of any Lender to make any applicable Revolving Loan on any Funding Date (any such Lender, prior to the cure of such failure, being hereinafter referred to as a "Defaulting Lender") shall not relieve any other Lender of its obligation hereunder to make an applicable a Revolving Loan on that Funding Date. No Lender shall be responsible for any other Lender’s 's failure to advance such other Lender’s Lenders' Pro Rata Share of any Borrowing.

Defaulting Lenders. Unless the Agent receives notice from a Lender on or prior to the Closing Date or, with respect to any Borrowing after the Closing Date, at least one Business Day prior to the date of such Borrowing, that such Lender will not make available as and when required hereunder to the Agent that Lender’s Pro Rata Share of a Borrowing, the Agent may assume that each such Lender has made such amount available to the Agent in immediately available funds on the Funding Date. Furthermore, the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If any Lender has not transferred its full Pro Rata Share to the Agent in immediately available funds, funds and the Agent has transferred the corresponding amount to the Borrower, Borrower on the Business Day following such Funding Date such that Lender shall make such amount available to the Agent, together with interest at the Federal Funds Effective Rate for that day. A notice by the Agent submitted to any Lender with respect to amounts owing shall be conclusive, absent manifest error. If each Lender’s full Pro Rata Share is transferred to the Agent as required, the amount transferred to the Agent shall constitute that Lender’s applicable Revolving Loan for all purposes of this Agreement. If that amount is not transferred to the Agent on the Business Day following the Funding Date, the Agent will notify the Borrower of such failure to fund and, upon demand by the Agent, the Borrower shall pay such amount to the Agent for the Agent’s account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the Interest Rate applicable at the time to the applicable Revolving Loans comprising that particular Borrowing. The failure of any Lender to make any applicable Revolving Loan on any Funding Date (any such Lender, prior to the cure of such failure, being hereinafter referred to as a “Defaulting Lender”) shall not relieve any other Lender of its obligation hereunder to make an applicable a Revolving Loan on that Funding Date. No Lender shall be responsible for any other Lender’s failure to advance such other Lender’s Lenders’ Pro Rata Share of any Borrowing.

Defaulting Lenders. Unless the Agent receives notice from a Lender on or prior to the Closing Date or, with respect to any Borrowing after the Closing Date, at least one Business Day prior to the date of such Borrowing, that such Lender will not make available as and when required hereunder to the Agent that Lender’s Pro Rata Share of a Borrowing, the Agent may assume that each such Lender has made such amount available to the Agent in immediately available funds on the Funding Date. Furthermore, the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If any Lender has not transferred its full Pro Rata Share to the Agent in immediately available funds, and the Agent has transferred the corresponding amount to the Borrower, on the Business Day following such Funding Date such Lender shall make such amount available to the Agent, together with interest at the Federal Funds Effective Rate for that day. A notice by the Agent submitted to any Lender with respect to amounts owing shall be conclusive, absent manifest error. If each Lender’s full Pro Rata Share is transferred to the Agent as required, the amount transferred to the Agent shall constitute that Lender’s applicable Loan for all purposes of this Agreement. If that amount is not transferred to the Agent on the Business Day following the Funding Date, the Agent will notify the Borrower of such failure to fund and, upon demand by the Agent, the Borrower shall pay such amount to the Agent for the Agent’s account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the Interest Rate applicable at the time to the applicable Loans comprising that particular Borrowing. The failure of any Lender to make any applicable Loan on any Funding Date shall not relieve any other Lender of its obligation hereunder to make an applicable Loan on that Funding Date. No Lender shall be responsible for any other Lender’s failure to advance such other Lender’s Pro Rata Share of any Borrowing.

Defaulting Lenders. Unless the Agent receives notice from a Lender on or prior to the Closing Date or, with respect to any Borrowing after the Closing Date, at least one (1) Business Day prior to the date of such Borrowing, that such Lender will not make available as and when required hereunder to the Agent that Lender’s Pro Rata Share of a Borrowing, the Agent may assume that each such Lender has made such amount available to the Agent in immediately available funds on the Funding Date. Furthermore, the Agent may, in reliance upon such assumption, make available to the Borrower Borrowers on such date a corresponding amount. If any Lender has not transferred its full Pro Rata Share to the Agent in immediately available funds, funds and the Agent has transferred the corresponding amount to the Borrower, Borrowers on the Business Day following such Funding Date such Date, that Lender shall make such amount available to the Agent, together with interest at the Federal Funds Rate for that day. A notice by the Agent submitted to any Lender with respect to amounts owing shall be conclusive, absent manifest error. If each Lender’s full Pro Rata Share is transferred to the Agent as required, the amount transferred to the Agent shall constitute that Lender’s applicable Revolving Loan for all purposes of this Agreement. If that amount is not transferred to the Agent on the Business Day following the Funding Date, the Agent will notify the Borrower Borrowers of such failure to fund and, upon demand by the Agent, the Borrower Borrowers shall pay such amount to the Agent for the Agent’s account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the Interest Rate applicable at the time to the applicable Revolving Loans comprising that particular Borrowing. The failure of any Lender to make any applicable Revolving Loan on any Funding Date shall not relieve any other Lender of its obligation hereunder to make an applicable a Revolving Loan on that Funding Date. No Lender shall be responsible for any other Lender’s failure to advance such other Lender’s Lenders’ Pro Rata Share of any Borrowing.

Defaulting Lenders. Unless the Agent receives notice from a Lender on or prior to the Closing Date or, with respect to any Borrowing after the Closing Date, at least one Business Day prior to the date of such Borrowing, that such Lender will not make available as and when required hereunder to the Agent that LenderXxxxxx’s Pro Rata Share of a Borrowing, the Agent may assume that each such Lender has made such amount available to the Agent in immediately available funds on the Funding Date. Furthermore, the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If any Lender has not transferred its full Pro Rata Share to the Agent in immediately available funds, and the Agent has transferred the corresponding amount to the Borrower, on the Business Day following such Funding Date such Lender shall make such amount available to the Agent, together with interest at the Federal Funds Rate for that day. A notice by the Agent submitted to any Lender with respect to amounts owing shall be conclusive, absent manifest error. If each Lender’s full Pro Rata Share is transferred to the Agent as required, the amount transferred to the Agent shall constitute that Lender’s applicable Loan for all purposes of this Agreement. If that amount is not transferred to the Agent on the Business Day following the Funding Date, the Agent will notify the Borrower of such failure to fund and, upon demand by the Agent, the Borrower shall pay such amount to the Agent for the Agent’s account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the Interest Rate applicable at the time to the applicable Loans comprising that particular Borrowing. The failure of any Lender to make any applicable Loan on any Funding Date shall not relieve any other Lender of its obligation hereunder to make an applicable Loan on that Funding Date. No Lender shall be responsible for any other Lender’s failure to advance such other Lender’s Pro Rata Share of any Borrowing.

Defaulting Lenders. Unless the Agent receives notice from a Lender on or prior to the Closing Date or, with respect to any Borrowing after the Closing Date, at least one Business Day prior to the date of such Borrowing, that such Lender will not make available as and when required hereunder to the Agent that LenderXxxxxx’s Pro Rata Share of a Borrowing, the Agent may assume that each such Lender has made such amount available to the Agent in immediately available funds on the Funding Date. Furthermore, the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If any Lender has not transferred its full Pro Rata Share to the Agent in immediately available funds, and the Agent has transferred the corresponding amount to the Borrower, on the Business Day following such Funding Date such Lender shall make such amount available to the Agent, together with interest at the Federal Funds Effective Rate for that day. A notice by the Agent submitted to any Lender with respect to amounts owing shall be conclusive, absent manifest error. If each Lender’s full Pro Rata Share is transferred to the Agent as required, the amount transferred to the Agent shall constitute that Lender’s applicable Loan for all purposes of this Agreement. If that amount is not transferred to the Agent on the Business Day following the Funding Date, the Agent will notify the Borrower of such failure to fund and, upon demand by the Agent, the Borrower shall pay such amount to the Agent for the Agent’s account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the Interest Rate applicable at the time to the applicable Loans comprising that particular Borrowing. The failure of any Lender to make any applicable Loan on any Funding Date shall not relieve any other Lender of its obligation hereunder to make an applicable Loan on that Funding Date. No Lender shall be responsible for any other Lender’s failure to advance such other Lender’s Pro Rata Share of any Borrowing.

Defaulting Lenders. Unless the Agent receives notice from a Lender the Required Lenders on or prior to the Closing Date or, with respect to any Borrowing after the Closing Date, at least one Business Day prior to the date of such Borrowing, that such Lender Lenders will not make available as and when required hereunder to the Agent that Lender’s those Lenders’ Pro Rata Share Shares of a requested Borrowing, (i) the Agent may assume that each such Lender has made such amount available to the Agent in immediately available funds on the Funding Date, and (ii) each Lender shall be obligated to make its Pro Rata Share of such Borrowing available notwithstanding the existence of any Default or Event of Default or the non-satisfaction of any condition precedent in Article 8 (other than the conditions precedent set forth in Section 8.2(b), (c) and (d)). Furthermore, the Agent may, in reliance upon such assumption, make available to the Borrower Borrowers on such date a corresponding amount and all Lenders shall be liable to the Agent for such amount. If any Lender has not transferred its full Pro Rata Share to the Agent in immediately available funds, and the Agent has transferred the corresponding amount to the BorrowerBorrowers, on the Business Day following such Funding Date such that Lender shall make such amount available to the Agent, together with interest at the Federal Funds Rate for that day. A notice by the Agent submitted to any Lender with respect to amounts owing shall be conclusive, absent manifest error. If each a Lender’s full Pro Rata Share is transferred to the Agent as required, the amount transferred to the Agent shall constitute that Lender’s applicable Loan for all purposes of this Agreement. If that amount is not transferred to the Agent on the Business Day following the Funding Date, the Agent will notify the Borrower Borrowers’ Agent of such failure to fund and, upon demand by the Agent, the Borrower Borrowers shall pay such amount to the Agent for the Agent’s account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the Interest Rate applicable at the time to the applicable Loans comprising that particular Borrowing. The failure of any Lender to make any applicable Loan on any Funding Date (any such Lender, prior to the cure of such failure, being hereinafter referred to as a “Defaulting Lender”) shall not relieve any other Lender of its obligation hereunder to make an applicable a Loan on that Funding Date. No Lender shall be responsible for any other Lender’s failure to advance such other Lender’s Pro Rata Share of any Borrowing.

Defaulting Lenders. Unless the Agent receives notice from a Lender on or prior to the Closing Date or, with respect to any Borrowing after the Closing Date, at least one (1) Business Day prior to the date of such Borrowing, that such Lender will not make available as and when required hereunder to the Agent that Lender’s 's Pro Rata Share of a Borrowing, the Agent may assume that each such Lender has made such amount available to the Agent in immediately available funds on the Funding Date. Furthermore, the Agent may, in reliance upon such assumption, make available to the Borrower Borrowers on such date a corresponding amount. If any Lender has not transferred its full Pro Rata Share to the Agent in immediately available funds, funds and the Agent has transferred the corresponding amount to the Borrower, Borrowers on the Business Day following such Funding Date such that Lender shall make such amount available to the Agent, together with interest at the Federal Funds Rate Rate, for that day. A notice by the Agent submitted to any Lender with respect to amounts owing shall be conclusive, absent manifest error. If each Lender’s 's full Pro Rata Share is transferred to the Agent as required, the amount transferred to the Agent shall constitute that Lender’s applicable 's Revolving Loan for all purposes of this Agreement. If that amount is not transferred to the Agent on the Business Day following the Funding Date, the Agent will notify the Borrower Borrowers of such failure to fund and, upon demand by the Agent, the Borrower Borrowers shall pay such amount to the Agent for the Agent’s 's account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the Interest Rate applicable at the time to the applicable Revolving Loans comprising that particular Borrowing. The failure of any Lender to make any applicable Revolving Loan on any Funding Date (any such Lender, prior to the cure of such failure, being hereinafter referred to as a "Defaulting Lender") shall not relieve any other Lender of its obligation hereunder to make an applicable a Revolving Loan on that Funding Date. No Lender shall be responsible for any other Lender’s 's failure to advance such other Lender’s Lenders' Pro Rata Share of any Borrowing.

Defaulting Lenders. Unless the Agent receives notice from a Lender on or prior to the Closing Date or, with respect to any Borrowing borrowing after the Closing Date, at least one (1) Business Day prior to the date of such Borrowingborrowing, that such Lender will not make available as and when required hereunder to the Agent that such Lender’s Pro Rata Share 's Revolving Commitment Percentage of a Borrowingsuch borrowing, the Agent may assume that each such Lender has made such amount available to the Agent in immediately available funds on the Funding Date. Furthermore, the Agent may, in reliance upon such assumption, make available to the Borrower Borrowers on such date a corresponding amount. If any Lender has not transferred its full Pro Rata Share Revolving Commitment Percentage of any borrowing to the Agent in immediately available funds, funds and if the Agent has transferred the a corresponding amount to the Borrower, Borrowers on the Business Day following such Funding Date such the applicable Lender shall make such amount available to the Agent, together with interest at the Federal Funds Rate for that day. A notice by the Agent submitted to any Lender with respect to amounts owing shall be conclusive, absent manifest error. If each Lender’s 's full Pro Rata Share Revolving Commitment Percentage of any requested borrowing is transferred to the Agent as required, the amount transferred to the Agent shall constitute that such Lender’s applicable 's Loan for all purposes of this Agreement. If that any such amount is not transferred to the Agent on the Business Day following the Funding Date, the Agent will notify the Borrower Borrowers of such failure to fund and, upon demand by the Agent, the Borrower Borrowers shall pay such amount to the Agent for the Agent’s 's account, together with interest thereon for each day elapsed since the date of such Borrowingborrowing, at a rate per annum equal to the Interest Adjusted Eurodollar Rate or the Adjusted Base Rate, as applicable at the time to the applicable Loans comprising that particular Borrowingborrowing. The failure of any Lender to make any applicable Loan on any Funding Date (any such Lender, prior to the cure of such failure, being hereinafter referred to as a "Defaulting Lender") shall not relieve any other Lender of its obligation hereunder to make an applicable a Loan on that such Funding Date. No Lender shall be responsible for any other Lender’s 's failure to advance such other Lender’s Pro Rata Share Lenders' Revolving Commitment Percentage of any Borrowingborrowing.

Defaulting Lenders. Unless the Agent receives notice from a Lender on or prior to the Closing Date or, with respect to any Borrowing after the Closing Date, at least one (1) Business Day prior to the date of such Borrowing, that such Lender will not make available as and when required hereunder to the Agent that such Lender’s 's Pro Rata Share of a such Borrowing, the Agent may assume that each such Lender has made such amount available to the Agent in immediately available funds on the Funding Date. Furthermore, the Agent may, in reliance upon such assumption, make available to the Borrower Borrowers on such date a corresponding amount. If any Lender has not transferred its full Pro Rata Share to the Agent in immediately available funds, funds and if the Agent has transferred the a corresponding amount to the Borrower, Borrowers on the Business Day following such Funding Date such the applicable Lender shall make such amount available to the Agent, together with interest at the Federal Funds Rate for that day. A notice by the Agent submitted to any Lender with respect to amounts owing shall be conclusive, absent manifest error. If each Lender’s 's full Pro Rata Share is transferred to the Agent as required, the amount transferred to the Agent shall constitute that such Lender’s applicable 's Revolving Loan for all purposes of this Agreement. If that any such amount is not transferred to the Agent on the Business Day following the Funding Date, the Agent will notify the Borrower Borrowers of such failure to fund and, upon demand by the Agent, the Borrower Borrowers shall pay such amount to the Agent for the Agent’s 's account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the Interest Rate applicable at the time to the applicable Revolving Loans comprising that particular Borrowing. The failure of any Lender to make any applicable Revolving Loan on any Funding Date (any such Lender, prior to the cure of such failure, being hereinafter referred to as a "Defaulting Lender") shall not relieve any other Lender of its obligation hereunder to make an applicable a Revolving Loan on that such Funding Date. No Lender shall be responsible for any other Lender’s 's failure to advance such other Lender’s Lenders' Pro Rata Share of any Borrowing.

Defaulting Lenders. Unless the Agent receives notice from a Lender on or prior If and to the Closing Date or, with respect to extent any Borrowing after Lender (a “Defaulting Lender”) shall not have made its pro rata share of the Closing Date, at least one Business Day prior to the date of such Borrowing, that such Lender will not make available as and when required hereunder to the Agent that Lender’s Pro Rata Share of a Borrowing, the Agent may assume that each such Lender has made such amount Revolving Loan available to the Agent in immediately available funds on the Funding Date. Furthermore, the Agent may, as set forth in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If any Lender has not transferred its full Pro Rata Share to this Section 2.1(b) and the Agent in immediately such circumstances has made available fundsto Borrower such amount, and the Agent has transferred the corresponding amount to the Borrowerthat Lender shall, on the Business Day following the date of such Advance (the “Funding Date such Lender shall Date”), make such amount available to the Agent, together with ; provided that Agent shall be entitled to any interest at the Federal Funds Rate applicable to such Advance for that dayeach day during such period. A notice submitted by the Agent submitted to any Lender with respect to amounts owing under this subsection shall be conclusive, absent manifest demonstrable error. If each Lender’s full Pro Rata Share such amount is transferred to the Agent as requiredso made available, the amount transferred such payment to the Agent shall constitute that such Defaulting Lender’s applicable Loan Advance on the Funding Date of such Advance for all purposes of this Agreement. If that such amount is not transferred made available to the Agent on the Business Day following the Funding Date, the Agent will notify the Borrower of such failure to fund and, upon demand by the Agent, the Borrower shall pay such amount to the Agent for the Agent’s account, together with interest thereon for each day elapsed since the date Funding Date of such BorrowingAdvance, at a rate per annum equal to the Interest Rate interest rate applicable at the time to the applicable Loans comprising that particular BorrowingAdvances composing such Advance, without in any way prejudicing the rights and remedies of Borrower against such Defaulting Lender. The failure of any Lender to make any applicable Loan Advance on any Funding Date shall not relieve any other Lender of its any obligation hereunder to make an applicable a Loan on that such Funding Date. No , but no Lender shall be responsible for the failure of any other Lender’s failure Lender to advance make the Advance to be made by such other Lender’s Pro Rata Share of Lender on any BorrowingFunding Date.

Defaulting Lenders. Unless the Agent receives notice from a Lender on or prior to the Closing Date or, with respect to any Borrowing after the Closing Date, at least one Business Day prior to the date of such Borrowing, that such Lender will not make available as and when required hereunder to the Agent that Lender’s 's Pro Rata Share of a Borrowing, the Agent may assume that each such Lender has made such amount available to the Agent in immediately available funds on the Funding Date. Furthermore, the Agent may, in reliance upon such assumption, make available to the Borrower Borrowers on such date a corresponding amount. If any Lender has not transferred its full Pro Rata Share to the Agent in immediately available funds, funds and the Agent has transferred the corresponding amount to the BorrowerBorrowers, on the Business Day following such Funding Date such that Lender shall make such amount available to the Agent, together with interest at the Federal Funds Rate for that day. A notice by the Agent submitted to any Lender with respect to amounts owing shall be conclusive, absent manifest error. If each Lender’s 's full Pro Rata Share is transferred to the Agent as required, the amount transferred to the Agent shall constitute that Lender’s applicable 's Revolving Loan for all purposes of this Agreement. If that amount is not transferred to the Agent on the Business Day following the Funding Date, the Agent will notify the Borrower Representative of such failure to fund and, upon demand by the Agent, the Borrower Borrowers shall pay such amount to the Agent for the Agent’s 's account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the Interest Rate applicable at the time to the applicable Revolving Loans comprising that particular Borrowing. The failure of any Lender to make any applicable Revolving Loan on any Funding Date (any such Lender, prior to the cure of such failure, being hereinafter referred to as a "Defaulting Lender") shall not relieve any other Lender of its obligation hereunder to make an applicable a Revolving Loan on that Funding Date. No Lender shall be responsible for any other Lender’s 's failure to advance such other Lender’s Lenders' Pro Rata Share of any Borrowing.

Defaulting Lenders. Unless the Agent receives notice from a Lender on or prior to the Closing Initial Funding Date or, with respect to any Borrowing after the Closing Initial Funding Date, at least one Business Day prior to the date of such Borrowing, that such Lender will not make available as and when required hereunder to the Agent that Lender’s Pro Rata Share of a Borrowing, the Agent may assume that each such Lender has made such amount available to the Agent in immediately available funds on the Funding Date. Furthermore, the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If any Lender has not transferred its full Pro Rata Share to the Agent in immediately available funds, funds and the Agent has transferred the corresponding amount to the Borrower, applicable Borrower on the Business Day following such Funding Date such that Lender shall make such amount available to the Agent, together with interest at the Federal Funds Rate for that day. A notice by the Agent submitted to any Lender with respect to amounts owing shall be conclusive, absent manifest error. If each Lender’s full Pro Rata Share is transferred to the Agent as required, the amount transferred to the Agent shall constitute that Lender’s applicable Revolving Loan for all purposes of this Agreement. If that amount is not transferred to the Agent on the Business Day following the Funding Date, the Agent will notify the Borrower Borrowers of such failure to fund and, upon demand by the Agent, the Borrower Borrowers shall pay such amount to the Agent for the Agent’s account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the Interest Rate applicable at the time to the applicable Revolving Loans comprising that particular Borrowing. The failure of any Lender to make any applicable Revolving Loan on any Funding Date (any such Lender, prior to the cure of such failure, being hereinafter referred to as a “Defaulting Lender”) shall not relieve any other Lender of its obligation hereunder to make an applicable a Revolving Loan on that Funding Date. No Lender shall be responsible for any other Lender’s failure to advance such other Lender’s Lenders’ Pro Rata Share of any Borrowing.

Defaulting Lenders. (i) Unless the Agent receives notice from a Lender on or prior to the Closing Date or, with respect to any Borrowing after the Closing Date, at least one Business Day prior to the date of such Borrowing, that such Lender will not make available as and when required hereunder to the Agent that Lender’s Pro Rata Share of a Borrowing, the Agent may assume that each such Lender has made such amount available to the Agent in immediately available funds on the Funding Date. Furthermore, the Agent may, in reliance upon such assumption, make available to the Borrower applicable Borrowers on such date a corresponding amount. If any Lender has not transferred its full Pro Rata Share to the Agent in immediately available funds, and the Agent has transferred the corresponding amount to the Borrowerapplicable Borrowers, on the Business Day following such Funding Date that such Lender shall make such amount available to the Agent, together with interest at the Federal Funds Rate for that day. A notice by the Agent submitted to any Lender with respect to amounts owing shall be conclusive, absent manifest error. If each Lender’s full Pro Rata Share is transferred to the Agent as required, the amount transferred to the Agent shall constitute that Lender’s applicable Loan for all purposes of this Agreement. If that amount is not transferred to the Agent on the Business Day following the Funding Date, the Agent will notify the Borrower Borrowers’ Agent of such failure to fund and, upon demand by the Agent, the Borrower Borrowers shall pay such amount to the Agent for the Agent’s account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the Interest Rate applicable at the time to the applicable Loans comprising that particular Borrowing. The failure of any Lender to make any applicable Loan on any Funding Date (any such Lender, prior to the cure of such failure, being hereinafter referred to as a “Defaulting Revolving Lender”) shall not relieve any other Lender of its obligation hereunder to make an applicable Loan on that Funding Date. No Lender shall be responsible for any other Lender’s failure to advance such other Lender’s Pro Rata Share of any Borrowing.

Defaulting Lenders. Unless the Agent receives notice from a Lender on or prior to the Closing Date or, with respect to any Borrowing after the Closing Date, at least one Business Day prior to the date of such Borrowing, that such Lender will not make available as and when required hereunder to the Agent that Lender’s 's Pro Rata Share of a Borrowing, the Agent may assume that each such Lender has made such amount available to the Agent in immediately available funds on the Funding Date. Furthermore, the Agent may, in reliance upon such assumption, make available to the Borrower Loan Parties on such date a corresponding amount. If any Lender has not transferred its full Pro Rata Share to the Agent in immediately available funds, funds and the Agent has transferred the corresponding amount to the Borrower, Loan Parties on the Business Day following such Funding Date such that Lender shall make such amount available to the Agent, together with interest at the Federal Funds Rate for that day. A notice by the Agent submitted to any Lender with respect to amounts owing shall be conclusive, absent manifest error. If each Lender’s 's full Pro Rata Share is transferred to the Agent as required, the amount transferred to the Agent shall constitute that Lender’s applicable 's Revolving Loan for all purposes of this Agreement. If that amount is not transferred to the Agent on the Business Day following the Funding Date, the Agent will notify the Borrower Loan Parties of such failure to fund and, upon demand by the Agent, the Borrower Loan Parties shall pay such amount to the Agent for the Agent’s 's account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the Interest Rate applicable at the time to the applicable Revolving Loans comprising that particular Borrowing. The failure of any Lender to make any applicable Revolving Loan on any Funding Date (any such Lender, prior to the cure of such failure, being hereinafter referred to as a "Defaulting Lender") shall not relieve any other Lender of its obligation hereunder to make an applicable a Revolving Loan on that Funding Date. No Lender shall be responsible for any other Lender’s 's failure to advance such other Lender’s Lenders' Pro Rata Share of any Borrowing.

Defaulting Lenders. Unless the Administrative Agent receives notice from a an US Lender on or prior to the Closing Date or, with respect to any US Borrowing after the Closing Date, at least one US Business Day prior to the date of such US Borrowing, that such US Lender will not make available as and when required hereunder to the Administrative Agent that US Lender’s Pro Rata Share of a US Borrowing, the Administrative Agent may assume that each such US Lender has made such amount available to the Administrative Agent in immediately available funds on the Funding Date. Furthermore, the Administrative Agent may, in reliance upon such assumption, make available to the Borrower US Borrowers on such date a corresponding amount. If any US Lender has not transferred its full Pro Rata Share of a US Borrowing to the Administrative Agent in immediately available funds, funds and the Administrative Agent has transferred the a corresponding amount to the Borrower, US Borrowers on the US Business Day following such Funding Date such that US Lender shall make such amount available to the Administrative Agent, together with interest at the Federal Funds Rate for that day. A notice by the Administrative Agent submitted to any US Lender with respect to amounts owing shall be conclusive, absent manifest error. If each US Lender’s full Pro Rata Share of a US Borrowing is transferred to the Administrative Agent as required, the amount transferred to the Administrative Agent shall constitute that US Lender’s applicable US Revolving Loan for all purposes of this Agreement. If that amount is not transferred to the Administrative Agent on the US Business Day following the Funding Date, the Administrative Agent will notify the US Borrower Representative of such failure to fund and, upon demand by the Administrative Agent, the Borrower US Borrowers shall pay such amount to the Administrative Agent for the Administrative Agent’s account, together with interest thereon for each day elapsed since the date of such US Borrowing, at a rate per annum equal to the Interest Rate applicable at the time to the applicable US Revolving Loans comprising that particular US Borrowing. The failure of any US Lender to make any applicable US Revolving Loan on any Funding Date (any such Lender, prior to the cure of such failure, being hereinafter referred to as a “Defaulting Lender”) shall not relieve any other US Lender of its obligation hereunder to make an applicable a US Revolving Loan on that Funding Date. No US Lender shall be responsible for any other US Lender’s failure to advance such other Lender’s US Lenders’ Pro Rata Share of any US Borrowing.

Defaulting Lenders. Unless the Administrative Agent receives shall have received notice from a any Lender on or prior to the Closing Date or, date such Lender is required to make any payment hereunder with respect to any Borrowing after the Closing Date, at least one Business Day prior to the date Loan or any participation in any Letter of such Borrowing, Credit that such Lender will not make such payment (or any portion thereof) available as and when required hereunder to the Agent that Lender’s Pro Rata Share of a BorrowingAdministrative Agent, the Administrative Agent may assume that each such Lender has made such amount payment available to the Administrative Agent in immediately available funds on the Funding Date. Furthermore, the date such payment is required to be made in accordance with this Article 2 and Administrative Agent mayshall, in reliance upon such assumption, make available to the Borrower Borrowers on such date a corresponding amount. If any Lender has not transferred its full Pro Rata Share Borrowers agree to repay to Administrative Agent on demand such amount (until repaid by such Lender) with interest thereon for each day from the date such amount is made available to Borrowers until the date such amount is repaid to Administrative Agent, at the interest rate applicable to the Obligation that would have been created when Administrative Agent in immediately made available funds, and the Agent has transferred the corresponding such amount to the Borrower, on the Business Day following such Funding Date Borrowers had such Lender made a corresponding payment available; provided, however, that such payment shall make not relieve such Lender of any obligation it may have to Borrowers or any L/C Issuer. In addition, any Defaulting Lender agrees to pay such amount available to the Agent, Administrative Agent on demand together with interest thereon, for each day from the date such amount is made available to Borrowers until the date such amount is repaid to Administrative Agent, at the Federal Funds Rate for that day. A notice by the Agent submitted to any Lender with respect to amounts owing shall be conclusive, absent manifest error. If each Lender’s full Pro Rata Share is transferred to the Agent as required, the amount transferred to the Agent shall constitute that Lender’s applicable Loan for all purposes of this Agreement. If that amount is not transferred to the Agent on the first Business Day following and thereafter (i) in the Funding Date, the Agent will notify the Borrower case of such failure to fund and, upon demand by the Agent, the Borrower shall pay such amount to the Agent for the Agent’s account, together with interest thereon for each day elapsed since the date a payment in respect of such Borrowinga Loan, at a the interest rate per annum equal to the Interest Rate applicable at the time to such Loan and (ii) otherwise, at the interest rate applicable to Base Rate Loans comprising that particular Borrowingunder the Revolving Credit Facility. Such repayment shall then constitute the funding of the corresponding Loan (including any Loan deemed to have been made hereunder with such payment) or participation. If the Borrowers and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrowers the amount of such interest paid by the Borrowers for such period. The failure existence of any Defaulting Lender to make any applicable Loan on any Funding Date shall not relieve any other Lender of its obligation hereunder to make an applicable obligations under any Loan on that Funding Date. No Document, but no other Lender shall be responsible for any other Lender’s the failure to advance such other Lender’s Pro Rata Share of any BorrowingDefaulting Lender to make any payment required under any Loan Document. Nothing herein shall be deemed to limit the rights of the Administrative Agent or the Borrowers against any Defaulting Lender.

Defaulting Lenders. Unless the Agent receives notice from a Lender on or prior to the Closing Amendment Date or, with respect to any Borrowing after the Closing Amendment Date, at least one Business Day prior to the date of such Borrowing, that such Lender will not make available as and when required hereunder to the Agent that Lender’s Pro Rata Share of a Borrowing, the Agent may assume that each such Lender has made such amount available to the Agent in immediately available funds on the Funding Date. Furthermore, the Agent may, in reliance upon such assumption, make available to the any Borrower on such date a corresponding amount. If any Lender has not transferred its full Pro Rata Share to the Agent in immediately available funds, funds and the Agent has transferred the corresponding amount to the Borrower, any Borrower on the Business Day following such Funding Date such that Lender shall make such amount available to the Agent, together with interest at the Federal Funds Rate for that day. A notice by the Agent submitted to any Lender with respect to amounts owing shall be conclusive, absent manifest error. If each Lender’s full Pro Rata Share is transferred to the Agent as required, the amount transferred to the Agent shall constitute that Lender’s applicable Revolving Loan for all purposes of this Agreement. If that amount is not transferred to the Agent on the Business Day following the Funding Date, the Agent will notify the Borrower LS&Co of such failure to fund and, upon demand by the Agent, the Borrower Borrowers shall pay such amount to the Agent for the Agent’s account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the Interest Rate applicable at the time to the applicable Revolving Loans comprising that particular Borrowing. The failure of any Lender to make any applicable Revolving Loan on any Funding Date (any such Lender, prior to the cure of such failure, being hereinafter referred to as a “Defaulting Lender”) shall not relieve any other Lender of its obligation hereunder to make an applicable a Revolving Loan on that Funding Date. No Lender shall be responsible for any other Lender’s failure to advance such other Lender’s Lenders’ Pro Rata Share of any Borrowing.

Defaulting Lenders. Unless the Administrative Agent receives notice from a Lender on or prior to the Closing Date or, with respect to any Borrowing after the Closing Date, at least one Business Day prior to the date of such Borrowing, that such Lender will not make available as and when required hereunder to the Administrative Agent that Lender’s 's Pro Rata Share of a Borrowing, the Administrative Agent may assume that each such Lender has made such amount available to the Administrative Agent in immediately available funds on the Funding Date. Furthermore, the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If any Lender has not transferred its full Pro Rata Share to the Administrative Agent in immediately available funds, funds and the Administrative Agent has transferred the a corresponding amount to the Borrower, applicable Borrower then on the Business Day following such Funding Date such that Lender shall make such amount available to the Administrative Agent, together with interest at the Federal Funds Rate for that day. A notice by the Administrative Agent submitted to any Lender with respect to amounts owing shall be conclusive, absent manifest error. If each Lender’s 's full Pro Rata Share is transferred to the Administrative Agent as required, the amount transferred to the Administrative Agent shall constitute that Lender’s applicable 's Revolving Loan for all purposes of this Agreement. If that amount is not transferred to the Administrative Agent on the Business Day following the Funding Date, the Administrative Agent will notify the applicable Borrower of such failure to fund and, upon demand by the Administrative Agent, the such Borrower shall pay such amount to the Administrative Agent for the Administrative Agent’s 's account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the Interest Rate applicable at the time to the applicable Revolving Loans comprising that particular Borrowing. The failure of any Lender to make any applicable Revolving Loan on any Funding Date (any such Lender, prior to the cure of such failure, being hereinafter referred to as a "Defaulting Lender") shall not relieve any other Lender of its obligation hereunder to make an applicable a Revolving Loan on that Funding Date. No Lender shall be responsible for any other Lender’s 's failure to advance such other Lender’s Lenders' Pro Rata Share of any Borrowing.

Defaulting Lenders. Unless the Agent receives notice from a Lender on or prior to the Closing Date or, with respect to any Borrowing after the Closing Date, at least one Business Day prior to the date of such Borrowing, that such Lender will not make available as and when required hereunder to the Agent that Lender’s 's Pro Rata Share of a Borrowing, the Agent may assume that each such Lender has made such amount available to the Agent in immediately available funds on the Funding Date. Furthermore, the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If any Lender has not transferred its full Pro Rata Share to the Agent in immediately available funds, funds and the Agent has transferred the corresponding amount to the Borrower, Borrower on the Business Day following such Funding Date such that Lender shall make such amount available to the Agent, together with interest at the Federal Funds Rate for that day. A notice by the Agent submitted to any Lender with respect to amounts owing shall be conclusive, absent manifest error. If each Lender’s 's full Pro Rata Share is transferred to the Agent as required, the amount transferred to the Agent shall constitute that Lender’s applicable 's Revolving Loan for all purposes of this Agreement. If that amount is not transferred to the Agent on the Business Day following the Funding Date, the Agent will notify the Borrower of such failure to fund and, upon demand by the Agent, the Borrower shall pay such amount to the Agent for the Agent’s 's account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the Interest Rate applicable at the time to the applicable Revolving Loans comprising that particular Borrowing. The failure of any Lender to make any applicable Revolving Loan on any Funding Date (any such Lender, prior to the cure of such failure, being hereinafter referred to as a "DEFAULTING LENDER") shall not relieve any other Lender of its obligation hereunder to make an applicable a Revolving Loan on that Funding Date. No Lender shall be responsible for any other Lender’s 's failure to advance such other Lender’s Lenders' Pro Rata Share of any Borrowing.

Defaulting Lenders. Unless the Agent receives notice from a Lender on or prior to the Closing Date or, with respect to any Borrowing after the Closing Date, at least one (1) Business Day prior to the date of such Borrowing, that such Lender will not make available as and when required hereunder to the Agent that Lender’s Pro Rata Share of a Borrowing, the Agent may assume that each such Lender has made such amount available to the Agent in immediately available funds on the Funding Date. Furthermore, the Agent may, in reliance upon such assumption, make available to the Borrower applicable Borrowers on such date a corresponding amount. If any Lender has not transferred its full Pro Rata Share to the Agent in immediately available funds, and the Agent has transferred the corresponding amount to the Borrowerapplicable Borrowers, on the Business Day following such Funding Date such Lender shall make such amount available to the Agent, together with interest at the Federal Funds Rate for that day. A notice by the Agent submitted to any Lender with respect to amounts owing shall be conclusive, absent manifest error. If each Lender’s full Pro Rata Share is transferred to the Agent as required, the amount transferred to the Agent shall constitute that Lender’s applicable Loan for all purposes of this Agreement. If that amount is not transferred to the Agent on the Business Day following the Funding Date, the Agent will notify the Borrower Borrowers’ Agent of such failure to fund and, upon demand by the Agent, the Borrower applicable Borrowers shall pay such amount to the Agent for the Agent’s account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the Interest Rate applicable at the time to the applicable Loans comprising that particular Borrowing. The failure of any Lender to make any applicable Loan on any Funding Date shall not relieve any other Lender of its obligation hereunder to make an applicable Loan on that Funding Date. No Lender shall be responsible for any other Lender’s failure to advance such other Lender’s Pro Rata Share of any Borrowing.. Notwithstanding anything contained in this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:

Defaulting Lenders. Unless the Agent receives notice from a Lender on or prior to the Closing Initial Funding Date or, with respect to any Borrowing after the Closing Initial Funding Date, at least one Business Day prior to the date of such Borrowing, that such Lender will not make available as and when required hereunder to the Agent that Lender’s 's Pro Rata Share of a Borrowing, the Agent may assume that each such Lender has made such amount available to the Agent in immediately available funds on the Funding Date. Furthermore, the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If any Lender has not transferred its full Pro Rata Share to the Agent in immediately available funds, funds and the Agent has transferred the corresponding amount to the Borrower, applicable Borrower on the Business Day following such Funding Date such that Lender shall make such amount available to the Agent, together with interest at the Federal Funds Rate for that day. A notice by the Agent submitted to any Lender with respect to amounts owing shall be conclusive, absent manifest error. If each Lender’s 's full Pro Rata Share is transferred to the Agent as required, the amount transferred to the Agent shall constitute that Lender’s applicable 's Revolving Loan for all purposes of this Agreement. If that amount is not transferred to the Agent on the Business Day following the Funding Date, the Agent will notify the Borrower Borrowers of such failure to fund and, upon demand by the Agent, the Borrower Borrowers shall pay such amount to the Agent for the Agent’s 's account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the Interest Rate applicable at the time to the applicable Revolving Loans comprising that particular Borrowing. The failure of any Lender to make any applicable Revolving Loan on any Funding Date (any such 77 Lender, prior to the cure of such failure, being hereinafter referred to as a "DEFAULTING LENDER") shall not relieve any other Lender of its obligation hereunder to make an applicable a Revolving Loan on that Funding Date. No Lender shall be responsible for any other Lender’s 's failure to advance such other Lender’s Lenders' Pro Rata Share of any Borrowing.

Defaulting Lenders. Unless the Agent receives notice from a Lender on or prior to the Closing Initial Funding Date or, with respect to any Borrowing after the Closing Initial Funding Date, at least one Business Day prior to the date of such Borrowing, that such Lender will not make available as and when required hereunder to the Agent that Lender’s 's Pro Rata Share of a Borrowing, the Agent may assume that each such Lender has made such amount available to the Agent in immediately available funds on the Funding Date. Furthermore, the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If any Lender has not transferred its full Pro Rata Share to the Agent in immediately available funds, funds and the Agent has transferred the corresponding amount to the Borrower, Borrower on the Business Day following such Funding Date such that Lender shall make such amount available to the Agent, together with interest at the Federal Funds Rate for that day. A notice by the Agent submitted to any Lender with respect to amounts owing shall be conclusive, absent manifest error. If each Lender’s 's full Pro Rata Share is transferred to the Agent as required, the amount transferred to the Agent shall constitute that Lender’s applicable 's Revolving Loan for all purposes of this Agreement. If that amount is not transferred to the Agent on the Business Day following the Funding Date, the Agent will notify the Borrower of such failure to fund and, upon demand by the Agent, the Borrower shall pay such amount to the Agent for the Agent’s 's account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the Interest Rate applicable at the time to the applicable Revolving Loans comprising that particular Borrowing. The failure of any Lender to make any applicable Revolving Loan on any Funding Date (any such Lender, prior to the cure of such failure, being hereinafter referred to as a "Defaulting Lender") shall not relieve any other Lender of its obligation hereunder to make an applicable a Revolving Loan on that Funding Date. No Lender shall be responsible for any other Lender’s 's failure to advance such other Lender’s Lenders' Pro Rata Share of any Borrowing.

Defaulting Lenders. Unless the Agent receives notice from a Lender on or prior If and to the Closing Date or, with respect to extent any Borrowing after Lender (a “Defaulting Lender”) shall not have made its pro rata share of the Closing Date, at least one Business Day prior to the date of such Borrowing, that such Lender will not make available as and when required hereunder to the Agent that Lender’s Pro Rata Share of a Borrowing, the Agent may assume that each such Lender has made such amount Revolving Loan available to the Agent in immediately available funds on the Funding Date. Furthermore, the Agent may, as set forth in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If any Lender has not transferred its full Pro Rata Share to this Section 2.1(b) and the Agent in immediately such circumstances has made available fundsto Borrower such amount, and the Agent has transferred the corresponding amount to the Borrowerthat Lender shall, on the Business Day following the date of such Advance 3 (the “Funding Date such Lender shall Date”), make such amount available to the Agent, together with ; provided that Agent shall be entitled to any interest at the Federal Funds Rate applicable to such Advance for that dayeach day during such period. A notice submitted by the Agent submitted to any Lender with respect to amounts owing under this subsection shall be conclusive, absent manifest demonstrable error. If each Lender’s full Pro Rata Share such amount is transferred to the Agent as requiredso made available, the amount transferred such payment to the Agent shall constitute that such Defaulting Lender’s applicable Loan Advance on the Funding Date of such Advance for all purposes of this Agreement. If that such amount is not transferred made available to the Agent on the Business Day following the Funding Date, the Agent will notify the Borrower of such failure to fund and, upon demand by the Agent, the Borrower shall pay such amount to the Agent for the Agent’s account, together with interest thereon for each day elapsed since the date Funding Date of such BorrowingAdvance, at a rate per annum equal to the Interest Rate interest rate applicable at the time to the applicable Loans comprising that particular BorrowingAdvances composing such Advance, without in any way prejudicing the rights and remedies of Borrower against such Defaulting Lender. The failure of any Lender to make any applicable Loan Advance on any Funding Date shall not relieve any other Lender of its any obligation hereunder to make an applicable a Loan on that such Funding Date. No , but no Lender shall be responsible for the failure of any other Lender’s failure Lender to advance make the Advance to be made by such other Lender’s Pro Rata Share of Lender on any Borrowing.Funding Date. (c)

Defaulting Lenders. Unless the Agent receives notice from a Lender on or prior to the Closing Date or, with respect to any Borrowing after the Closing Date, at least one Business Day prior to the date of such Borrowing, that such Lender will not make available as and when required hereunder to the Agent that Lender’s 's Pro Rata Share of a Borrowing, the Agent may assume that each such Lender has made such amount available to the Agent in immediately available funds on the Funding Date. Furthermore, the Agent may, in reliance upon such assumption, make available to the any Borrower on such date a corresponding amount. If any Lender has not transferred its full Pro Rata Share to the Agent in immediately available funds, funds and the Agent has transferred the corresponding amount to the Borrower, any Borrower on the Business Day following such Funding Date such that Lender shall make such amount available to the Agent, together with interest at the Federal Funds Rate for that day. A notice by the Agent submitted to any Lender with respect to amounts owing shall be conclusive, absent manifest error. If each Lender’s 's full Pro Rata Share is transferred to the Agent as required, the amount transferred to the Agent shall constitute that Lender’s applicable 's Revolving Loan for all purposes of this Agreement. If that amount is not transferred to the Agent on the Business Day following the 77 Funding Date, the Agent will notify the Borrower LS&Co of such failure to fund and, upon demand by the Agent, the Borrower Borrowers shall pay such amount to the Agent for the Agent’s 's account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the Interest Rate applicable at the time to the applicable Revolving Loans comprising that particular Borrowing. The failure of any Lender to make any applicable Revolving Loan on any Funding Date (any such Lender, prior to the cure of such failure, being hereinafter referred to as a "DEFAULTING LENDER") shall not relieve any other Lender of its obligation hereunder to make an applicable a Revolving Loan on that Funding Date. No Lender shall be responsible for any other Lender’s 's failure to advance such other Lender’s Lenders' Pro Rata Share of any Borrowing.

Defaulting Lenders. Unless the Agent receives notice from a Lender on or prior to the Closing Date or, with respect to any Borrowing after the Closing Date, at least one Business Day prior to the date of such Borrowing, that such Lender will not make available as and when required hereunder to the Agent that Lender’s 's Pro Rata Share of a Borrowing, the Agent may assume that each such Lender has made such amount available to the Agent in immediately available funds on the Funding Date. Furthermore, the Agent may, in reliance upon such assumption, make available to the Borrower Borrowers on such date a corresponding amount. If any Lender has not transferred its full Pro Rata Share to the Agent in immediately available funds, funds and the Agent has transferred the corresponding amount to the Borrower, Borrowers on the Business Day following such Funding Date such that Lender shall make such amount available to the Agent, together with interest at the Federal Funds Rate for that day. A notice by the Agent submitted to any Lender with respect to amounts owing shall be conclusive, absent manifest error. If each Lender’s 's full Pro Rata Share is transferred to the Agent as required, the amount transferred to the Agent shall constitute that Lender’s applicable 's Revolving Loan for all purposes of this Agreement. If that amount is not transferred to the Agent on the Business Day following the Funding Date, the Agent will notify the Borrower Palco of such failure to fund and, upon demand by the Agent, the Borrower Borrowers shall pay such amount to the Agent for the Agent’s 's account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the Interest Rate applicable at the time to the applicable Revolving Loans comprising that particular Borrowing. The failure of any Lender to make any applicable Revolving Loan on any Funding Date (any such Lender, prior to the cure of such failure, being hereinafter referred to as a "Defaulting Lender") shall not relieve any other Lender of its obligation hereunder to make an applicable a Revolving Loan on that Funding Date. No Lender shall be responsible for any other Lender’s 's failure to advance such other Lender’s Lenders' Pro Rata Share of any Borrowing.

Defaulting Lenders. Unless the Administrative Agent receives notice from a Revolving Lender on or prior to the Closing Date or, with respect to any Borrowing after the Closing Date, at least one Business Day prior to the date of such Borrowing, that such Revolving Lender will not make available as and when required hereunder to the Administrative Agent that Revolving Lender’s Pro Rata Share of a Borrowing, the Administrative Agent may assume that each such Revolving Lender has made such amount available to the Administrative Agent in immediately available funds on the Funding Date. Furthermore, the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If any Revolving Lender has not transferred its full Pro Rata Share to the Administrative Agent in immediately available funds, funds and the Administrative Agent has transferred the corresponding amount to the Borrower, applicable Borrower on the Business Day following such Funding Date such that Revolving Lender shall make such amount available to the Administrative Agent, together with interest at the Federal Funds Rate for that day. A notice by the Administrative Agent submitted to any Revolving Lender with respect to amounts owing shall be conclusive, absent manifest error. If each Revolving Lender’s full Pro Rata Share is transferred to the Administrative Agent as required, the amount transferred to the Administrative Agent shall constitute that Revolving Lender’s applicable Revolving Loan for all purposes of this Agreement. If that amount is not transferred to the Administrative Agent on the Business Day following the Funding Date, the Administrative Agent will notify the applicable Borrower of such failure to fund and, upon demand by the Administrative Agent, the such Borrower shall pay such amount to the Administrative Agent for the Administrative Agent’s account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the Interest Rate applicable at the time to the applicable Revolving Loans comprising that particular Borrowing. The failure of any Revolving Lender to make any applicable Revolving Loan on any Funding Date (any such Revolving Lender, prior to the cure of such failure, being hereinafter referred to as a “Defaulting Lender”) shall not relieve any other Revolving Lender of its obligation hereunder to make an applicable a Revolving Loan on that Funding Date. No Revolving Lender shall be responsible for any other Revolving Lender’s failure to advance such other Lender’s Revolving Lenders’ Pro Rata Share of any Borrowing.

Defaulting Lenders. Unless the Agent receives notice from ------------------ a Lender on or prior to the Closing Initial Funding Date or, with respect to any Borrowing after the Closing Initial Funding Date, at least one Business Day prior to the date of such Borrowing, that such Lender will not make available as and when required hereunder to the Agent that Lender’s 's Pro Rata Share of a Borrowing, the Agent may assume that each such Lender has made such amount available to the Agent in immediately available funds on the Funding Date. Furthermore, the Agent may, in reliance upon such assumption, make available to the any Borrower on such date a corresponding amount. If any Lender has not transferred its full Pro Rata Share to the Agent in immediately available funds, funds and the Agent has transferred the corresponding amount to the Borrower, any Borrower on the Business Day following such Funding Date such that Lender shall make such amount available to the Agent, together with interest at the Federal Funds Rate for that day. A notice by the Agent submitted to any Lender with respect to amounts owing shall be conclusive, absent manifest error. If each Lender’s 's full Pro Rata Share is transferred to the Agent as required, the amount transferred to the Agent shall constitute that Lender’s applicable 's Revolving Loan for all purposes of this Agreement. If that amount is not transferred to the Agent on the Business Day following the Funding Date, the Agent will notify the Borrower Borrowers of such failure to fund and, upon demand by the Agent, the Borrower Borrowers shall pay such amount to the Agent for the Agent’s 's account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the Interest Rate applicable at the time to the applicable Revolving Loans comprising that particular Borrowing. The failure of any Lender to make any applicable Revolving Loan on any Funding Date (any such Lender, prior to the cure of such failure, being hereinafter referred to as a "Defaulting Lender") shall not relieve any other Lender of its obligation hereunder to make an applicable a Revolving Loan on that Funding Date. No Lender shall be responsible for any other Lender’s 's failure to advance such other Lender’s Lenders' Pro Rata Share of any Borrowing.

Defaulting Lenders. Unless the Agent receives notice from a Lender on or prior to the Closing Restatement Effective Date or, with respect to any Borrowing after the Closing Restatement Effective Date, at least one Business Day prior to the date of such Borrowing, that such Lender will not make available as and when required hereunder to the Agent that Lender’s Pro Rata Share of a Borrowing, the Agent may assume that each such Lender has made such amount available to the Agent in immediately available funds on the Funding Date. Furthermore, the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If any Lender has not transferred its full Pro Rata Share to the Agent in immediately available funds, and the Agent has transferred the corresponding amount to the Borrower, on the Business Day following such Funding Date such Lender shall make such amount available to the Agent, together with interest at the Federal Funds Rate for that day. A notice by the Agent submitted to any Lender with respect to amounts owing shall be conclusive, absent manifest error. If each Lender’s full Pro Rata Share is transferred to the Agent as required, the amount transferred to the Agent shall constitute that Lender’s applicable Loan for all purposes of this Agreement. If that amount is not transferred to the Agent on the Business Day following the Funding Date, the Agent will notify the Borrower of such failure to fund and, upon demand by the Agent, the Borrower shall pay such amount to the Agent for the Agent’s account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the Interest Rate applicable at the time to the applicable Loans comprising that particular Borrowing. The failure of any Lender to make any applicable Loan on any Funding Date shall not relieve any other Lender of its obligation hereunder to make an applicable Loan on that Funding Date. No Lender shall be responsible for any other Lender’s failure to advance such other Lender’s Pro Rata Share of any Borrowing.

Defaulting Lenders. Unless the Agent receives notice from a Lender on or prior to the Closing Date or, with respect to any Borrowing after the Closing Date, at least one Business Day prior to the date of such Borrowing, that such Lender will not make available as and when required hereunder to the Agent that Lender’s Pro Rata Share of a Borrowing, the Agent may assume that each such Lender has made such amount available to the Agent in immediately available funds on the Funding Date. Furthermore, the Agent may, in reliance upon such assumption, make available to the Borrower Borrowers on such date a corresponding amount. If any Lender has not transferred its full Pro Rata Share to the Agent in immediately available funds, and the Agent has transferred the corresponding amount to the BorrowerBorrowers, on the Business Day following such Funding Date such that Lender shall make such amount available to the Agent, together with interest at the Federal Funds Rate for that day. A notice by the Agent submitted to any Lender with respect to amounts owing shall be conclusive, absent manifest error. If each Lender’s full Pro Rata Share is transferred to the Agent as required, the amount transferred to the Agent shall constitute that Lender’s applicable Revolving Loan for all purposes of this Agreement. If that amount is not transferred to the Agent on the Business Day following the Funding Date, the Agent will notify the Borrower Borrowers’ Agent of such failure to fund and, upon demand by the Agent, the Borrower Borrowers shall pay such amount to the Agent for the Agent’s account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the Interest Rate applicable at the time to the applicable Revolving Loans comprising that particular Borrowing. The failure of any Lender to make any applicable Revolving Loan on any Funding Date (any such Lender, prior to the cure of such failure, being hereinafter referred to as a “Defaulting Lender”) shall not relieve any other Lender of its obligation hereunder to make an applicable a Revolving Loan on that Funding Date. No Lender shall be responsible for any other Lender’s failure to advance such other Lender’s Lenders’ Pro Rata Share of any Borrowing.

Defaulting Lenders. Unless the Agent receives notice from a Lender on or prior to the Closing Date or, with respect to any Borrowing after the Closing Date, at least one three Business Day Days prior to the date of such Borrowing, that such Lender will not make available as and when required hereunder to the Agent that Lender’s Pro Rata Share of a Borrowing, the Agent may assume that each such Lender has made such amount available to the Agent in immediately available funds on the Funding Date. Furthermore, the Agent may, in reliance upon such assumption, make available to the Borrower Loan Parties on such date a corresponding amount. If any Lender has not transferred its full Pro Rata Share to the Agent in immediately available funds, funds and the Agent has transferred the corresponding amount to the Borrower, Loan Parties on the Business Day following such Funding Date such that Lender shall make such amount available to the Agent, together with interest at the Federal Funds Rate for that day. A notice by the Agent submitted to any Lender with respect to amounts owing shall be conclusive, absent manifest error. If each Lender’s full Pro Rata Share is transferred to the Agent as required, the amount transferred to the Agent shall constitute that Lender’s applicable Revolving Loan for all purposes of this Agreement. If that amount is not transferred to the Agent on the Business Day following the Funding Date, the Agent will notify the Borrower Loan Parties of such failure to fund and, upon demand by the Agent, the Borrower Loan Parties shall pay such amount to the Agent for the Agent’s account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the Interest Rate applicable at the time to the applicable Revolving Loans comprising that particular Borrowing. The failure of any Lender to make any applicable Revolving Loan on any Funding Date (any such Lender, prior to the cure of such failure, being hereinafter referred to as a “Defaulting Lender”) shall not relieve any other Lender of its obligation hereunder to make an applicable a Revolving Loan on that Funding Date. No Lender shall be responsible for any other Lender’s failure to advance such other Lender’s Lenders’ Pro Rata Share of any Borrowing.

Defaulting Lenders. Unless the Administrative Agent receives notice from a Lender on or prior to the Closing Date or, with respect to any Borrowing after the Closing Date, at least one Business Day prior to the date of such Borrowing, that such Lender will not make available as and when required hereunder to the Administrative Agent that Lender’s Pro Rata Share of a Borrowing, the Administrative Agent may assume that each such Lender has made such amount available to the Administrative Agent in immediately available funds on the Funding Date. Furthermore, the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If any Lender has not transferred its full Pro Rata Share to the Administrative Agent in immediately available funds, funds and the Administrative Agent has transferred the a corresponding amount to the Borrower, applicable Borrower then on the Business Day following such Funding Date such that Lender shall make such amount available to the Administrative Agent, together with interest at the Federal Funds Rate for that day. A notice by the Administrative Agent submitted to any Lender with respect to amounts owing shall be conclusive, absent manifest error. If each Lender’s full Pro Rata Share is transferred to the Administrative Agent as required, the amount transferred to the Administrative Agent shall constitute that Lender’s applicable Revolving Loan for all purposes of this Agreement. If that amount is not transferred to the Administrative Agent on the Business Day following the Funding Date, the Administrative Agent will notify the applicable Borrower of such failure to fund and, upon demand by the Administrative Agent, the such Borrower shall pay such amount to the Administrative Agent for the Administrative Agent’s account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the Interest Rate applicable at the time to the applicable Revolving Loans comprising that particular Borrowing. The failure of any Lender to make any applicable Revolving Loan on any Funding Date (any such Lender, prior to the cure of such failure, being hereinafter referred to as a “Defaulting Lender”) shall not relieve any other Lender of its obligation hereunder to make an applicable a Revolving Loan on that Funding Date. No Lender shall be responsible for any other Lender’s failure to advance such other Lender’s Lenders’ Pro Rata Share of any Borrowing.

Defaulting Lenders. Unless the Agent receives notice from a Lender on or prior to the Closing Date or, with respect to any Borrowing after the Closing Date, at least one Business Day prior to the date of such Borrowing, that such Lender will not make available as and when required hereunder to the Agent that Lender’s Pro Rata Share of a Borrowing, the Agent may assume that each such Lender has made such amount available to the Agent in immediately available funds on the Funding Date. Furthermore, the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If any Lender has not transferred its full Pro Rata Share to the Agent in immediately available funds, funds and the Agent has transferred the corresponding amount to the Borrower, Borrower on the Business Day following such Funding Date such that Lender shall make such amount available to the Agent, together with interest at the Federal Funds Rate for that day. A notice by the Agent submitted to any Lender with respect to amounts owing shall be conclusive, absent manifest error. If each Lender’s full Pro Rata Share is transferred to the Agent as required, the amount transferred to the Agent shall constitute that Lender’s applicable Revolving Loan for all purposes of this Agreement. If that amount is not transferred to the Agent on the Business Day following the Funding Date, the Agent will notify the Borrower of such failure to fund and, upon demand by the Agent, the Borrower shall pay such amount to the Agent for the Agent’s account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the Interest Rate applicable at the time to the applicable Revolving Loans comprising that particular Borrowing. The failure of any Lender to make any applicable Revolving Loan which it is obligated to make on any Funding Date (any such Lender, prior to the cure of such failure, being hereinafter referred to as a “Defaulting Lender”) shall not relieve any other Lender of its obligation hereunder to make an applicable a Revolving Loan on that Funding Date. No Lender shall be responsible for any other Lender’s failure to advance such other Lender’s Lenders’ Pro Rata Share of any Borrowing.

Defaulting Lenders. Unless the Agent receives notice from a Lender on or prior to the Closing Date or, with respect to any Borrowing after the Closing Date, at least one Business Day prior to the date of such Borrowing, that such Lender will not make available as and when required hereunder to the Agent that Lender’s Pro Rata Share of a Borrowing, the Agent may assume that each such Lender has made such amount available to the Agent in immediately available funds on the Funding Date. Furthermore, the Agent may, in reliance upon such assumption, make available to the Borrower applicable Borrowers on such date a corresponding amount. If any Lender has not transferred its full Pro Rata Share to the Agent in immediately available funds, and the Agent has transferred the corresponding amount to the Borrowerapplicable Borrowers, on the Business Day following such Funding Date such Lender shall make such amount available to the Agent, together with interest for that day (i) in the case of amounts denominated in Dollars, at the greater of the Federal Funds Rate and a rate determined by the Agent in accordance with banking industry rules on interbank compensation, (ii) in the case of amounts denominated in Canadian Dollars, at the greater of the interest rate charged by the Bank of Canada for that dayone-day loans and a rate determined by the Agent in accordance with banking industry rules on interbank compensation and (iii) in the case of amounts denominated in an Alternative Currency, a rate determined by the Agent in accordance with banking industry rules on interbank compensation. A notice by the Agent submitted to any Lender with respect to amounts owing shall be conclusive, absent manifest error. If each Lender’s full Pro Rata Share is transferred to the Agent as required, the amount transferred to the Agent shall constitute that 193 Lender’s applicable Loan for all purposes of this Agreement. If that amount is not transferred to the Agent on the Business Day following the Funding Date, the Agent will notify the Borrower Borrowers’ Agent of such failure to fund and, upon demand by the Agent, the Borrower applicable Borrowers shall pay such amount to the Agent for the Agent’s account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the Interest Rate applicable at the time to the applicable Loans comprising that particular Borrowing. The failure of any Lender to make any applicable Loan on any Funding Date shall not relieve any other Lender of its obligation hereunder to make an applicable Loan on that Funding Date. No Lender shall be responsible for any other Lender’s failure to advance such other Lender’s Pro Rata Share of any Borrowing.. Notwithstanding anything contained in this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:

Defaulting Lenders. Unless Notwithstanding the occurrence or continuance of a Default or Event of Default or other failure of any condition to the making of Revolving Loans hereunder, unless the Administrative Agent receives notice from a Lender on or prior to the Closing Date or, with respect to any Borrowing after the Closing Date, at least one Business Day prior to the date of such Borrowing, that such Lender will not make available as and when required hereunder to the Administrative Agent that Lender’s 's Pro Rata Share of a Borrowing, the Administrative Agent may assume that each such Lender has made such amount available to the Administrative Agent in immediately available funds on the Funding Date. Furthermore, the Administrative Agent may, in reliance upon such assumption, make available to the Borrower Borrowers on such date a corresponding amount. If any Lender has not transferred its full Pro Rata Share to the Administrative Agent in immediately available funds, funds and the Administrative Agent has transferred the corresponding amount to the Borrower, Borrowers on the Business Day following such Funding Date such that Lender shall make such amount available to the Administrative Agent, together with interest at the Federal Funds Rate for that day. A notice by the Administrative Agent submitted to any Lender with respect to amounts owing shall be conclusive, absent manifest error. If each Lender’s 's full Pro Rata Share is transferred to the Administrative Agent as required, the amount transferred to the Administrative Agent shall constitute that Lender’s applicable 's Revolving Loan for all purposes of this Agreement. If that amount is not transferred to the Administrative Agent on the Business Day following the Funding Date, the Administrative Agent will notify the Borrower Borrowers of such failure to fund and, upon demand by the Administrative Agent, the Borrower Borrowers shall pay such amount to the Administrative Agent for the Administrative Agent’s 's account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the Interest Rate applicable at the time to the applicable Revolving Loans comprising that particular Borrowing. The failure of any Lender to make any applicable Revolving Loan on any Funding Date (any such Lender, prior to the cure of such failure, being hereinafter referred to as a "Defaulting Lender") shall not relieve any other Lender of its obligation hereunder to make an applicable a Revolving Loan on that Funding Date. No Lender shall be responsible for any other Lender’s 's failure to advance such other Lender’s Lenders' Pro Rata Share of any Borrowing.

Defaulting Lenders. Unless the Agent receives notice from a Lender on or prior to the Closing Initial Funding Date or, with respect to any Borrowing after the Closing Initial Funding Date, at least one Business Day prior to the date of such Borrowing, that such Lender will not make available as and when required hereunder to the Agent that Lender’s 's Pro Rata Share of a Borrowing, the Agent may assume that each such Lender has made such amount available to the Agent in immediately available funds on the Funding Date. Furthermore, the Agent may, in reliance upon such assumption, make available to the any Borrower on such date a corresponding amount. If any Lender has not transferred its full Pro Rata Share to the Agent in immediately available funds, funds and the Agent has transferred the corresponding amount to the Borrower, any Borrower on the Business Day following such Funding Date such that Lender shall make such amount available to the Agent, together with interest at the Federal Funds Rate for that day. A notice by the Agent submitted to any Lender with respect to amounts owing shall be conclusive, absent manifest error. If each Lender’s 's full Pro Rata Share is transferred to the Agent as required, the amount transferred to the Agent shall constitute that Lender’s applicable 's Revolving Loan for all purposes of this Agreement. If that amount is not transferred to the Agent on the Business Day following the Funding Date, the Agent will notify the relevant Borrower of such failure to fund and, upon demand by the Agent, the such Borrower shall pay such amount to the Agent for the Agent’s 's account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the Interest Rate applicable at the time to the applicable Revolving Loans comprising that particular Borrowing. The failure of any Lender to make any applicable Revolving Loan on any Funding Date (any such Lender, prior to the cure of such failure, being hereinafter referred to as a "Defaulting Lender") shall not relieve any other Lender of its obligation hereunder to make an applicable a Revolving Loan on that Funding Date. No Lender shall be responsible for any other Lender’s 's failure to advance such other Lender’s Lenders' Pro Rata Share of any Borrowing.

Defaulting Lenders. Unless the Agent receives notice from a Lender on or prior to the Closing Date or, with respect to any Borrowing after the Closing Date, at least one Business Day prior to the date of such Borrowing, that such Lender will not make available as and when required hereunder to the Agent that Lender’s Pro Rata Share of a Borrowing, the Agent may assume that each such Lender has made such amount available to the Agent in immediately available funds on the Funding Date. Furthermore, the Agent may, in reliance upon such assumption, make available to the Borrower Borrowers on such date a corresponding amount. If any Lender has not transferred its full Pro Rata Share to the Agent in immediately available funds, and the Agent has transferred the corresponding amount to the BorrowerBorrowers, on the Business Day following such Funding Date such that Lender shall make such amount available to the Agent, together with interest at the Federal Funds Rate for that day. A notice by the Agent submitted to any Lender with respect to amounts owing shall be conclusive, absent manifest error. If each Lender’s full Pro Rata Share is transferred to the Agent as required, the amount transferred to the Agent shall constitute that Lender’s applicable Revolving Loan for all purposes of this Agreement. If that amount is not transferred to the Agent on the Business Day following the Funding Date, the Agent will notify the Borrower Borrowers’ Agent of such failure to fund and, upon demand by the Agent, the Borrower Borrowers shall pay such amount to the Agent for the Agent’s account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the Interest Rate applicable at the time to the applicable Revolving Loans comprising that particular Borrowing. The failure of any Lender to make any applicable Revolving Loan in respect of which such Lender is obligated to fund hereunder on any Funding Date (any such Lender, prior to the cure of such failure, being hereinafter referred to as a “Defaulting Lender”) shall not relieve any other Lender of its obligation hereunder to make an applicable a Revolving Loan on that Funding Date. No Lender shall be responsible for any other Lender’s failure to advance such other Lender’s Pro Rata Share of any Borrowing.

Defaulting Lenders. Unless the Agent receives notice from a Lender on or prior to the Closing Date or, with respect to any Borrowing after the Closing Date, at least one (1) Business Day prior to the date of such Borrowing, that such Lender will not make available as and when required hereunder to the Agent that such Lender’s Pro Rata Share Share, based upon its applicable Commitment, of a such Borrowing, the Agent may assume that each such Lender has made such amount available to the Agent in immediately available funds on the Funding Date. Furthermore, the Agent may, in reliance upon such AMENDED AND RESTATED CREDIT AGREEMENT assumption, make available to the Borrower Borrowers on such date a corresponding amount. If any Lender has not transferred its full Pro Rata Share Share, based upon its applicable Commitment, to the Agent in immediately available funds, funds and if the Agent has transferred the a corresponding amount to the Borrower, Borrowers on the Business Day following such Funding Date Date, such Lender shall make such amount available to the Agent, together with interest at the Federal Funds Rate for that day. A notice by the Agent submitted to any Lender with respect to amounts owing shall be conclusive, absent manifest error. If each Lender’s full Pro Rata Share Share, based upon its applicable Commitment, is transferred to the Agent as required, the amount transferred to the Agent shall constitute that such Lender’s applicable Loan Loans for all purposes of this Agreement. If that any such amount is not transferred to the Agent on the Business Day following the Funding Date, the Agent will notify the Borrower Borrowers of such failure to fund and, upon demand by the Agent, the Borrower Borrowers shall pay such amount to the Agent for the Agent’s account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the Interest Rate applicable at the time to the applicable Loans comprising that particular Borrowing. The failure of any Lender to make any applicable Loan Loans on any Funding Date (any such Lender, prior to the cure of such failure, being hereinafter referred to as a “Defaulting Lender”) shall not relieve any other Lender of its obligation hereunder to make an applicable Loan Loans on that such Funding Date. No Lender shall be responsible for any other Lender’s failure to advance such other Lender’s Pro Rata Share Share, based upon its applicable Commitment, of any Borrowing.

Defaulting Lenders. Unless the Agent receives notice from a Lender on or prior to the Closing Date or, with respect to any Borrowing after the Closing Date, at least one Business Day prior to the date of such Borrowing, that such Lender will not make available as and when required hereunder to the Agent that such Lender’s Pro Rata Share of a such Borrowing, the Agent may assume that each such Lender has made such amount available to the Agent in immediately available funds on the Funding Date. Furthermore, the Agent may, in reliance upon such assumption, make available to the Borrower Borrowers on such date a corresponding amount. If any Lender has not transferred its full Pro Rata Share to the Agent in immediately available funds, funds and if the Agent has transferred the a corresponding amount to the Borrower, Borrowers on the Business Day following such Funding Date such the applicable Lender shall make such amount available to the Agent, together with interest at the Federal Funds Rate for that day. A notice by the Agent submitted to any Lender with respect to amounts owing shall be conclusive, absent manifest error. If each Lender’s full Pro Rata Share is transferred to the Agent as required, the amount transferred to the Agent shall constitute that such Lender’s applicable Revolving Loan for all purposes of this Agreement. If that any such amount is not transferred to the Agent on the Business Day following the Funding Date, the Agent will notify the Borrower Borrowers of such failure to fund and, upon demand by the Agent, the Borrower Borrowers shall pay such amount to the Agent for the Agent’s account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the Interest Rate applicable at the time to the applicable Revolving Loans comprising that particular Borrowing. The failure of any Lender to make any applicable Revolving Loan on any Funding Date (any such Lender, prior to the cure of such failure, being hereinafter referred to as a “Defaulting Lender”) shall not relieve any other Lender of its obligation hereunder to make an applicable a Revolving Loan on that such Funding Date. No Lender shall be responsible for any other Lender’s failure to advance such other Lender’s Lenders’ Pro Rata Share of any Borrowing.

Defaulting Lenders. Unless the Agent receives notice from a Lender on or prior to the Closing Date or, with respect to any Borrowing after the Closing Date, at least one Business Day prior to the date of such Borrowing, that such Lender will not make available as and when required hereunder to the Agent that Lender’s 's Pro Rata Share of a Borrowing, the Agent may assume that each such Lender has made such amount available to the Agent in immediately available funds on the Funding Date. Furthermore, the Agent may, in reliance upon such assumption, make available to the Borrower Borrowers on such date a corresponding amount. If any Lender has not transferred its full Pro Rata Share to the Agent in immediately available funds, funds and the Agent has transferred the corresponding amount to the Borrower, Borrowers on the Business Day following such Funding Date such that Lender shall make such amount available to the Agent, together with interest at the Federal Funds Rate for that day. A notice by the Agent submitted to any Lender with respect to amounts owing shall be conclusive, absent manifest error. If each Lender’s 's full Pro Rata Share is transferred to the Agent as required, the amount transferred to the Agent shall constitute that Lender’s applicable 's Revolving Loan for all purposes of this Agreement. If that amount is not transferred to the Agent on the Business Day following the Funding Date, the Agent will notify the Borrower Borrowers of such failure to fund and, upon demand by the Agent, the Borrower Borrowers shall pay such amount to the Agent for the Agent’s 's account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the Interest Rate applicable at the time to the applicable Revolving Loans comprising that particular Borrowing. The failure of any Lender to make any applicable Revolving Loan on any Funding Date (any such Lender, prior to the cure of such failure, being hereinafter referred to as a "Defaulting Lender") shall not relieve any other Lender of its obligation hereunder to make an applicable a Revolving Loan on that Funding Date. No Lender shall be responsible for any other Lender’s 's failure to advance such other Lender’s Lenders' Pro Rata Share of any Borrowing.

Defaulting Lenders. Unless the Administrative Agent receives notice from a Lender on or prior to the Closing Date or, with respect to any Borrowing after the Closing Date, at least one Business Day prior to the date of such Borrowing, that such Lender will not make available as and when required hereunder to the Administrative Agent that Lender’s 's Pro Rata Share of a Borrowing, the Administrative Agent may assume that each such Lender has made such amount available to the Administrative Agent in immediately available funds on the Funding Date. Furthermore, the Administrative Agent may, in reliance upon such assumption, make available to the Borrower Borrowers on such date a corresponding amount. If any Lender has not transferred its full Pro Rata Share to the Administrative Agent in immediately available funds, funds and the Administrative Agent has transferred the a corresponding amount to the Borrower, Borrowers on the Business Day following such Funding Date such Date, that Lender shall make such amount available to the Administrative Agent, together with interest at the Federal Funds Rate for that day. A notice by the Administrative Agent submitted to any Lender with respect to amounts owing shall be conclusive, absent manifest error. If each Lender’s 's full Pro Rata Share is transferred to the Administrative Agent as required, the amount transferred to the Administrative Agent shall constitute that Lender’s applicable 's Revolving Loan for all purposes of this Agreement. If that amount is not transferred to the Administrative Agent on the Business Day following the Funding Date, the Administrative Agent will notify the Borrower Borrowers of such failure to fund and, upon demand by the Administrative Agent, the Borrower Borrowers shall pay such amount to the Administrative Agent for the Administrative Agent’s 's account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the Interest Rate applicable at the time to the applicable Revolving Loans comprising that particular Borrowing. The failure of any Lender to make any applicable Revolving Loan on any Funding Date (any such Lender, prior to the cure of such failure, being hereinafter referred to as a "Defaulting Lender") shall not relieve any other Lender of its obligation hereunder to make an applicable a Revolving Loan on that Funding Date. No Lender shall be responsible for any other Lender’s 's failure to advance such other Lender’s Lenders' Pro Rata Share of any Borrowing.

Defaulting Lenders. Unless the Administrative Agent receives notice from a Lender on or prior to the Closing Date or, with respect to any Borrowing after the Closing Date, at least one Business Day prior to the date of such Borrowing, that such Lender will not make available as and when required hereunder to the Administrative Agent that such Lender’s Pro Rata Share of a such Borrowing, the Administrative Agent may assume that each such Lender has made such amount available to the Agent it in immediately available funds on the Funding Date. Furthermore, the Administrative Agent may, in reliance upon such assumption, make available to the Borrower Borrowers on such date a corresponding amount. If any Lender has not transferred its full Pro Rata Share to the Administrative Agent in immediately available funds, funds and if the Administrative Agent has transferred the a corresponding amount to the Borrower, Borrowers on the Business Day following such Funding Date such Date, the applicable Lender shall make such amount available to the Administrative Agent, together with interest at the Federal Funds Rate for that day. A notice by the Administrative Agent submitted to any Lender with respect to amounts owing shall be conclusive, absent manifest error. If each Lender’s full Pro Rata Share is transferred to the Administrative Agent as required, the amount transferred to the Administrative Agent shall constitute that such Lender’s applicable Revolving Loan for all purposes of this Agreement. If that any such amount is not transferred to the Administrative Agent on the Business Day following the Funding Date, the Administrative Agent will notify the Borrower Borrowers of such failure to fund and, upon demand by the Administrative Agent, the Borrower Borrowers shall pay such amount to the Administrative Agent for the Agent’s its account, together with interest thereon for each day elapsed since the date of such Borrowing, Borrowing at a rate per annum equal to the Interest Rate applicable at the time to the applicable Revolving Loans comprising that particular Borrowing. The failure of any Lender to make any applicable Revolving Loan on any Funding Date (any such Lender, prior to the cure of such failure, being referred to herein as a “Defaulting Lender”) shall not relieve any other Lender of its obligation hereunder to make an applicable a Revolving Loan on that such Funding Date. No Lender shall be responsible for any other Lender’s failure to advance such other Lender’s Lenders’ Pro Rata Share of any Borrowing.

Defaulting Lenders. Unless the Agent receives notice from a Lender on or prior to the Closing Effective Date or, with respect to any Borrowing after the Closing Effective Date, at least one Business Day prior to the date of such Borrowing, that such Lender will not make available as and when required hereunder to the Agent that Lender’s Pro Rata Share of a Borrowing, the Agent may assume that each such Lender has made such amount available to the Agent in immediately available funds on the Funding Date. Furthermore, the Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If any Lender has not transferred transferred, on the date required hereunder, its full Pro Rata Share of any required funding to the Agent in immediately available funds, funds and the Agent has transferred the corresponding amount to the a Borrower, such Lender, on the Business Day following such Funding Date such Lender date, shall make such amount available to the Agent, together with interest at the Federal Funds Rate for that day. A notice by the Agent submitted to any Lender with respect to amounts owing shall be conclusive, absent manifest error. If each a Lender’s full Pro Rata Share is transferred to the Agent as required, the amount transferred to the Agent shall constitute that Lender’s applicable Revolving Loan for all purposes of this Agreement. If that amount is not transferred to the Agent on the Business Day following the Funding Date, the Agent will notify the applicable Borrower of such failure to fund and, upon demand by the Agent, the such Borrower shall pay such amount to the Agent for the Agent’s account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the Interest Rate applicable at the time to the applicable Revolving Loans comprising that particular Borrowing. The failure of any Lender to make any applicable Revolving Loan on any Funding Date (any such Lender, prior to the cure of such failure, being hereinafter referred to as a “Defaulting Lender”) shall not relieve any other Lender of its obligation hereunder to make an applicable a Revolving Loan on that Funding Date. No Lender shall be responsible for any other Lender’s failure to advance such other Lender’s Lenders’ Pro Rata Share of any Borrowing.

Defaulting Lenders. Unless the Agent receives ------------------ notice from a Lender on or prior to the Closing Initial Funding Date or, with respect to any Borrowing after the Closing Initial Funding Date, at least one Business Day prior to the date of such Borrowing, that such Lender will not make available as and when required hereunder to the Agent that Lender’s 's Pro Rata Share of a Borrowing, the Agent may assume that each such Lender has made such amount available to the Agent in immediately available funds on the Funding Date. Furthermore, the Agent may, in reliance upon such assumption, make available to the any Borrower on such date a corresponding amount. If any Lender has not transferred its full Pro Rata Share to the Agent in immediately available funds, funds and the Agent has transferred the corresponding amount to the Borrower, any Borrower on the Business Day following such Funding Date such that Lender shall make such amount available to the Agent, together with interest at the Federal Funds Rate for that day. A notice by the Agent submitted to any Lender with respect to amounts owing shall be conclusive, absent manifest error. If each Lender’s 's full Pro Rata Share is transferred to the Agent as required, the amount transferred to the Agent shall constitute that Lender’s applicable 's Revolving Loan for all purposes of this Agreement. If that amount is not transferred to the Agent on the Business Day following the Funding Date, the Agent will notify the Borrower Borrowers of such failure to fund and, upon demand by the Agent, the Borrower Borrowers shall pay such amount to the Agent for the Agent’s 's account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the Interest Rate applicable at the time to the applicable Revolving Loans comprising that particular Borrowing. The failure of any Lender to make any applicable Revolving Loan on any Funding Date (any such Lender, prior to the cure of such failure, being hereinafter referred to as a "Defaulting Lender") shall not relieve any other Lender of its obligation hereunder to make an applicable a Revolving Loan on that Funding Date. No Lender shall be responsible for any other Lender’s 's failure to advance such other Lender’s Lenders' Pro Rata Share of any Borrowing.

Defaulting Lenders. Unless the Agent receives notice from a Lender on or prior to the Closing Date or, with respect to any Borrowing after the Closing Date, at least one Business Day prior to the date of such Borrowing, that such Lender will not make available as and when required hereunder to the Agent that Lender’s Pro Rata Share of a Borrowing, the Agent may assume that each such Lender has made such amount available to the Agent in immediately available funds on the Funding Date. Furthermore, the Agent may, in reliance upon such assumption, make available to the Borrower Borrowers on such date a corresponding amount. If any Lender has not transferred its full Pro Rata Share to the Agent in immediately available funds, funds and the Agent has transferred the corresponding amount to the Borrower, Borrowers on the Business Day following such Funding Date such that Lender shall make such amount available to the Agent, together with interest at the Federal Funds Effective Rate for that day. A notice by the Agent submitted to any Lender with respect to amounts owing shall be conclusive, absent manifest error. If each Lender’s full Pro Rata Share is transferred to the Agent as required, the amount transferred to the Agent shall constitute that Lender’s applicable Revolving Loan for all purposes of this Agreement. If that amount is not transferred to the Agent on the Business Day following the Funding Date, the Agent will notify the Borrower Representative of such failure to fund and, upon demand by the Agent, the Borrower Borrowers shall pay such amount to the Agent for the Agent’s account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the Interest Rate applicable at the time to the applicable Revolving Loans comprising that particular Borrowing. The failure of any Lender to make any applicable Revolving Loan on any Funding Date shall not relieve any other Lender of its obligation hereunder to make an applicable a Revolving Loan on that Funding Date. No Lender shall be responsible for any other Lender’s failure to advance such other Lender’s Lenders’ Pro Rata Share of any Borrowing. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender.

Defaulting Lenders. (i) Unless the Administrative Agent receives shall have received notice from a any Lender on or prior to the Closing Date or, with respect to any Borrowing after the Closing Date, at least one Business Day prior to the date of such Borrowing, the proposed Borrowing that such Lender will not make a payment in the amount of such Lender’s Commitment (or any portion thereof) available as and when required hereunder to the Administrative Agent that Lender’s Pro Rata Share on the date of a the proposed Borrowing, the Administrative Agent may assume that each such Lender has made such amount payment available to the Administrative Agent in immediately available funds on the Funding Date. Furthermore, date of the proposed Borrowing and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such the date of the proposed Borrowing a CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM CORP. OF CERTAIN PROVISIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934. corresponding amount. If any Lender has not transferred its full Pro Rata Share The Borrower agrees to repay to the Administrative Agent in immediately on demand such deficient amount (until repaid by such Lender) with interest thereon for each day from the date such amount is made available fundsto the Borrower until the date such amount is repaid to the Administrative Agent, and at the interest rate applicable to the Obligations that would have been created when the Administrative Agent has transferred the corresponding made available such amount to the Borrower, on the Business Day following such Funding Date Borrower had such Lender made a corresponding payment available; provided, however, that such payment by the Borrower shall make not relieve such amount Lender of any obligation it may have to the Borrower. In addition, any Lender that shall not have made available to the Agent, Administrative Agent any portion of any payment described above shall be deemed a Defaulting Lender and agrees to pay such amount to the Administrative Agent on demand together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at the Federal Funds Rate for that day. A notice by the Agent submitted to any Lender with respect to amounts owing shall be conclusive, absent manifest error. If each Lender’s full Pro Rata Share is transferred to the Agent as required, the amount transferred to the Agent shall constitute that Lender’s applicable Loan for all purposes of this Agreement. If that amount is not transferred to the Agent on the first Business Day following and thereafter in the Funding Date, the Agent will notify the Borrower case of such failure to fund and, upon demand by the Agent, the Borrower shall pay such amount to the Agent for the Agent’s account, together with interest thereon for each day elapsed since the date a payment in respect of such Borrowingany Loan, at a the interest rate per annum equal to the Interest Rate applicable at the time to such Loan and otherwise, at the interest rate applicable to Base Rate Loans comprising that particular Borrowing(and such default interest payable by such Lender shall be distributed to the Borrower by the Administrative Agent). Such repayment shall then constitute the funding of the corresponding Loan (including any Loan deemed to have been made hereunder with such payment) or participation, and promptly paid to the Borrower. The failure existence of any Defaulting Lender to make any applicable Loan on any Funding Date shall not relieve any other Lender of its obligation hereunder to make an applicable obligations under any Loan on that Funding Date. No Document, but no other Lender shall be responsible for any other Lender’s the failure to advance such other Lender’s Pro Rata Share of any BorrowingDefaulting Lender to make any payment required under any Loan Document.

Defaulting Lenders. Unless the Agent receives notice from a Lender on or prior to the Closing Date or, with respect to any Borrowing after the Closing Date, at least one Business Day prior to the date of such Borrowing, that such Lender will not make available as and when required hereunder to the Agent that Lender’s 's Pro Rata Share of a Borrowing, the Agent may assume that each such Lender has made such amount available to the Agent in immediately available funds on the Funding Date. Furthermore, the Agent may, in reliance upon such assumption, make available to the Borrower Borrowers on such date a corresponding amount. If any Lender has not transferred its full Pro Rata Share to the Agent in immediately available funds, funds and the Agent has transferred the corresponding amount to the Borrower, Borrowers on the Business Day following such Funding Date such that Lender shall make such amount available to the Agent, together with interest at the Federal Funds Rate for that day. A notice by the Agent submitted to any Lender with respect to amounts owing shall be conclusive, absent manifest error. If each Lender’s 's full Pro Rata Share is transferred to the Agent as required, the amount transferred to the Agent shall constitute that Lender’s applicable 's Revolving Loan for all purposes of this Agreement. If that amount is not transferred to the Agent on the Business Day following the Funding Date, the Agent will notify the Borrower Funds Administrator of such failure to fund and, upon demand by the Agent, the Borrower Borrowers shall pay such amount to the Agent for the Agent’s 's account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the Interest Rate applicable at the time to the applicable Revolving Loans comprising that particular Borrowing. The failure of any Lender to make any applicable Revolving Loan on any Funding Date (any such Lender, prior to the cure of such failure, being hereinafter referred to as a "Defaulting Lender") shall not relieve any other Lender of its obligation hereunder to make an applicable a Revolving Loan on that Funding Date. No Lender shall be responsible for any other Lender’s 's failure to advance such other Lender’s Lenders' Pro Rata Share of any Borrowing.

Defaulting Lenders. Unless the Administrative Agent receives shall have received notice from a any Lender on or prior to the Closing Date or, date such Lender is required to make any payment hereunder with respect to any Borrowing after the Closing Date, at least one Business Day prior to the date of such Borrowing, Loan that such Lender will not make such payment (or any portion thereof) available as and when required hereunder to the Agent that Lender’s Pro Rata Share of a BorrowingAdministrative Agent, the Administrative Agent may assume that each such Lender has made such amount payment available to the Administrative Agent in immediately available funds on the Funding Date. Furthermore, the date such payment is required to be made in accordance with this Article 2 and Administrative Agent mayshall, in reliance upon such assumption, make available to the Borrower Borrowers on such date a corresponding amount. If any Lender has not transferred its full Pro Rata Share Borrowers agree to repay to Administrative Agent on demand such amount (until repaid by such Lender) with interest thereon for each day from the date such amount is made available to Borrowers until the date such amount is repaid to Administrative Agent, at the interest rate applicable to the Obligation that would have been created when Administrative Agent in immediately made available funds, and the Agent has transferred the corresponding such amount to the Borrower, on the Business Day following such Funding Date Borrowers had such Lender made a corresponding payment available; provided, however, that such payment shall make not relieve such Lender of any obligation it may have to Borrowers. In addition, any Defaulting Lender agrees to pay such amount available to the Agent, Administrative Agent on demand together with interest thereon, for each day from the date such amount is made available to Borrowers until the date such amount is repaid to Administrative Agent, at the Federal Funds Rate for that day. A notice by the Agent submitted to any Lender with respect to amounts owing shall be conclusive, absent manifest error. If each Lender’s full Pro Rata Share is transferred to the Agent as required, the amount transferred to the Agent shall constitute that Lender’s applicable Loan for all purposes of this Agreement. If that amount is not transferred to the Agent on the first Business Day following and thereafter (i) in the Funding Date, the Agent will notify the Borrower case of such failure to fund and, upon demand by the Agent, the Borrower shall pay such amount to the Agent for the Agent’s account, together with interest thereon for each day elapsed since the date a payment in respect of such Borrowinga Loan, at a the interest rate per annum equal to the Interest Rate applicable at the time to such Loan and (ii) otherwise, at the interest rate applicable to Base Rate Loans comprising that particular Borrowingunder the Revolving Credit Facility. Such repayment shall then constitute the funding of the corresponding Loan (including any Loan deemed to have been made hereunder with such payment) or participation. If the Borrowers and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrowers the amount of such interest paid by the Borrowers for such period. The failure existence of any Defaulting Lender to make any applicable Loan on any Funding Date shall not relieve any other Lender of its obligation hereunder to make an applicable obligations under any Loan on that Funding Date. No Document, but no other Lender shall be responsible for any other Lender’s the failure to advance such other Lender’s Pro Rata Share of any BorrowingDefaulting Lender to make any payment required under any Loan Document. Nothing herein shall be deemed to limit the rights of the Administrative Agent or the Borrowers against any Defaulting Lender.

Defaulting Lenders. Unless the Agent receives notice from a Lender on or prior to the Closing Restatement Effective Date or, with respect to any Borrowing after the Closing Restatement Effective Date, at least one Business Day prior to the date of such Borrowing, that such Lender will not make available as and when required hereunder to the Agent that LenderXxxxxx’s Pro Rata Share of a Borrowing, the Agent may assume that each such Lender Xxxxxx has made such amount available to the Agent in immediately available funds on the Funding Date. Furthermore, the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If any Lender has not transferred its full Pro Rata Share to the Agent in immediately available funds, and the Agent has transferred the corresponding amount to the Borrower, on the Business Day following such Funding Date such Lender shall make such amount available to the Agent, together with interest at the Federal Funds Rate for that day. A notice by the Agent submitted to any Lender with respect to amounts owing shall be conclusive, absent manifest error. If each Lender’s full Pro Rata Share is transferred to the Agent as required, the amount transferred to the Agent shall constitute that Lender’s applicable Loan for all purposes of this Agreement. If that amount is not transferred to the Agent on the Business Day following the Funding Date, the Agent will notify the Borrower of such failure to fund and, upon demand by the Agent, the Borrower shall pay such amount to the Agent for the Agent’s account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the Interest Rate applicable at the time to the applicable Loans comprising that particular Borrowing. The failure of any Lender to make any applicable Loan on any Funding Date shall not relieve any other Lender of its obligation hereunder to make an applicable Loan on that Funding Date. No Lender shall be responsible for any other Lender’s failure to advance such other Lender’s Pro Rata Share of any Borrowing.

Defaulting Lenders. Unless the Agent receives notice from a Lender on or prior to the Closing Date or, with respect to any Borrowing after the Closing Date, at least one Business Day prior to the date of such BorrowingBorrowing in the case of LIBOR Loans and on the date of such Borrowing in the case of Base Rate Loans, that such Lender will not make available as and when required hereunder to the Agent that such Lender’s Pro Rata Share of a such Borrowing, the Agent may assume that each such Lender has made such amount available to the Agent in immediately available funds on the Funding Date. Furthermore, the Agent may, in reliance upon such assumption, make available to the Borrower Borrowers on such date a corresponding amount. If any Lender has not transferred its full Pro Rata Share to the Agent in immediately available funds, funds and if the Agent has transferred the a corresponding amount to the BorrowerBorrowers, on the Business Day following such Funding Date such the applicable Lender shall make such amount available to the Agent, together with interest at the Federal Funds Rate for that day. A notice by the Agent submitted to any Lender with respect to amounts owing shall be conclusive, absent manifest error. If each Lender’s full Pro Rata Share is transferred to the Agent as required, the amount transferred to the Agent shall constitute that such Lender’s applicable Revolving Loan for all purposes of this Agreement. If that any such amount is not transferred to the Agent on the Business Day following the Funding Date, the Agent will notify the Borrower Borrowers of such failure to fund and, upon demand by the Agent, the Borrower Borrowers shall pay such amount to the Agent for the Agent’s account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the Interest Rate applicable at the time to the applicable Revolving Loans comprising that particular BorrowingBorrowing provided that in such event Borrowers shall not be required to pay any breakage fees which may otherwise be provided for under this Agreement. The failure of any Lender to make any applicable Revolving Loan on any Funding Date (any such Lender, prior to the cure of such failure, being referred to herein as a “Defaulting Lender”) shall not relieve any other Lender of its obligation hereunder to make an applicable a Revolving Loan on that such Funding Date. No Lender shall be responsible for any other Lender’s failure to advance such other Lender’s Lenders’ Pro Rata Share of any Borrowing.

Defaulting Lenders. Unless the Agent receives notice from a Lender on or prior to the Closing Date or, with respect to any Borrowing after the Closing Date, at least one Business Day prior to the date of such Borrowing, that such Lender will not make available as and when required hereunder to the Agent that Lender’s Pro Rata Share of a Borrowing, the Agent may assume that each such Lender has made such amount available to the Agent in immediately available funds on the Funding Date. Furthermore, the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If any Lender has not transferred its full Pro Rata Share to the Agent in immediately available funds, funds and the Agent has transferred the corresponding amount to the Borrower, Borrower on the Business Day following such Funding Date such that Lender shall make such amount available to the Agent, together with interest at the Federal Funds Rate for that day. A notice by the Agent submitted to any Lender with respect to amounts owing shall be conclusive, absent manifest error. If each Lender’s full Pro Rata Share is transferred to the Agent as required, the amount transferred to the Agent shall constitute that Lender’s applicable Loan for all purposes of this Agreement. If that amount is not transferred to the Agent on the Business Day following the Funding Date, the Agent will notify the Borrower of such failure to fund and, upon demand by the Agent, the Borrower shall pay such amount to the Agent for the Agent’s account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the Interest Rate applicable at the time to the applicable Loans comprising that particular Borrowing. The failure of any Lender to make any applicable Loan on any Funding Date (any such Lender, prior to the cure of such failure, being hereinafter referred to as a “Defaulting Lender”) shall not relieve any other Lender of its obligation hereunder to make an applicable a Loan on that Funding Date. No Lender shall be responsible for any other Lender’s failure to advance such other Lender’s Lenders’ Pro Rata Share of any Borrowing.

Defaulting Lenders. Unless the Agent receives notice from a Lender on or prior to the Closing Date or, with respect to any Borrowing after the Closing Date, at least one (1) Business Day prior to the date of such a Borrowing, that such Lender will not make available as and when required hereunder to the Agent that Lender’s Pro Rata Share of a such Borrowing, the Agent may assume that each such Lender has made such amount available to the Agent in immediately available funds on the Funding Date. Furthermore, the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If any Lender has not transferred its full Pro Rata Share to the Agent in immediately available funds, funds and the Agent has transferred the corresponding amount to the Borrower, Borrower on the Business Day following such Funding Date such Date, that Lender shall make such amount available to the Agent, together with interest at the Federal Funds Rate for that day. A notice by the Agent submitted to any Lender with respect to amounts owing shall be conclusive, absent manifest error. If each Lender’s full Pro Rata Share is transferred to the Agent as required, the amount transferred to the Agent shall constitute that Lender’s applicable Loan for all purposes of this Agreement. If that amount is not transferred to the Agent on the Business Day following the Funding Date, the Agent will notify the Borrower of such failure to fund and, upon demand by the Agent, the Borrower shall pay such amount to the Agent for the Agent’s account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the Interest Rate applicable at the time to the applicable Loans comprising that particular Borrowing. The failure of any Lender to make any applicable Loan on any Funding Date shall not relieve any other Lender of its obligation hereunder to make an applicable a Loan on that Funding Date. No Lender shall be responsible for any other Lender’s failure to advance such other Lender’s Lenders’ Pro Rata Share of any Borrowing.

Defaulting Lenders. Unless the Agent receives notice from a Lender on or prior to the Closing Date or, with respect to any Borrowing after the Closing Date, at least one Business Day prior to the date of such Borrowing, that such Lender will not make available as and when required hereunder to the Agent that LenderLxxxxx’s Pro Rata Share of a Borrowing, the Agent may assume that each such Lender has made such amount available to the Agent in immediately available funds on the Funding Date. Furthermore, the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If any Lender has not transferred its full Pro Rata Share to the Agent in immediately available funds, and the Agent has transferred the corresponding amount to the Borrower, on the Business Day following such Funding Date such Lender shall make such amount available to the Agent, together with interest at the Federal Funds Effective Rate for that day. A notice by the Agent submitted to any Lender with respect to amounts owing shall be conclusive, absent manifest error. If each Lender’s full Pro Rata Share is transferred to the Agent as required, the amount transferred to the Agent shall constitute that Lender’s applicable Loan for all purposes of this Agreement. If that amount is not transferred to the Agent on the Business Day following the Funding Date, the Agent will notify the Borrower of such failure to fund and, upon demand by the Agent, the Borrower shall pay such amount to the Agent for the Agent’s account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the Interest Rate applicable at the time to the applicable Loans comprising that particular Borrowing. The failure of any Lender to make any applicable Loan on any Funding Date shall not relieve any other Lender of its obligation hereunder to make an applicable Loan on that Funding Date. No Lender shall be responsible for any other Lender’s failure to advance such other Lender’s Pro Rata Share of any Borrowing.

Defaulting Lenders. Unless the Agent receives notice from a Lender on or prior to the Closing Date or, with respect to any Borrowing after the Closing Date, at least one Business Day prior to the date of such Borrowing, that such Lender will not make available as and when required hereunder to the Agent that Lender’s 's Pro Rata Share of a Borrowing, the Agent may assume that each such Lender has made such amount available to the Agent in immediately available funds on the Funding Date. Furthermore, the Agent may, in reliance upon such assumption, make available to the Borrower Borrowers on such date a corresponding amount. If any Lender has not transferred its full Pro Rata Share to the Agent in immediately available funds, funds and the Agent has transferred the corresponding amount to the Borrower, Borrowers on the Business Day following such Funding Date such that Lender shall make such amount available to the Agent, together with interest at the Federal Funds Rate for that day. A notice by the Agent submitted to any Lender with respect to amounts owing shall be conclusive, absent manifest error. If each Lender’s 's full Pro Rata Share is transferred to the Agent as required, the amount transferred to the Agent shall constitute that Lender’s applicable 's Revolving Loan for all purposes of this Agreement. If that amount is not transferred to the Agent on the Business Day following the Funding Date, the Agent will notify the Borrower Parent of such failure to fund and, upon demand by the Agent, the Borrower Borrowers shall pay such amount to the Agent for the Agent’s 's account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the Interest Rate applicable at the time to the applicable Revolving Loans comprising that particular Borrowing. The failure of any Lender to make any applicable Revolving Loan on any Funding Date (any such Lender, prior to the cure of such failure, being hereinafter referred to as a "Defaulting Lender") shall not relieve any other Lender of its obligation hereunder to make an applicable a Revolving Loan on that Funding Date. No Lender shall be responsible for any other Lender’s 's failure to advance such other Lender’s Lenders' Pro Rata Share of any Borrowing.

Defaulting Lenders. Unless the UK Agent receives notice from a an UK Lender on or prior to the Closing Date or, with respect to any UK Borrowing after the Closing Date, at least one UK Business Day prior to the date of such UK Borrowing, that such UK Lender will not make available as and when required hereunder to the UK Agent that UK Lender’s Pro Rata Share of a UK Borrowing, the UK Agent may assume that each such UK Lender has made such amount available to the UK Agent in immediately available funds on the Funding Date. Furthermore, the UK Agent may, in reliance upon such assumption, make available to the UK Borrower on such date a corresponding amount. If any UK Lender has not transferred its full Pro Rata Share of a UK Borrowing to the UK Agent in immediately available funds, funds and the UK Agent has transferred the a corresponding amount to the Borrower, UK Borrower on the Business Day following such Funding Date such that UK Lender shall make such amount available to the UK Agent, together with interest at the Federal Funds Bank Reference Rate for that day. A notice by the UK Agent submitted to any UK Lender with respect to amounts owing shall be conclusive, absent manifest error. If each UK Lender’s full Pro Rata Share of a UK Borrowing is transferred to the UK Agent as required, the amount transferred to the UK Agent shall constitute that UK Lender’s applicable UK Revolving Loan for all purposes of this Agreement. If that amount is not transferred to the UK Agent on the Business Day following the Funding Date, the UK Agent will notify the UK Borrower of such failure to fund and, upon demand by the UK Agent, the UK Borrower shall pay such amount to the UK Agent for the UK Agent’s account, together with interest thereon for each day elapsed since the date of such UK Borrowing, at a rate per annum equal to the Interest Rate applicable at the time to the applicable UK Revolving Loans comprising that particular UK Borrowing. The failure of any UK Lender to make any applicable UK Revolving Loan on any Funding Date (any such Lender, prior to the cure of such failure, being hereinafter referred to as a “Defaulting Lender”) shall not relieve any other UK Lender of its obligation hereunder to make an applicable a UK Revolving Loan on that Funding Date. No UK Lender shall be responsible for any other UK Lender’s failure to advance such other Lender’s UK Lenders’ Pro Rata Share of any UK Borrowing.

Defaulting Lenders. Unless the UK Agent receives notice from a an UK Lender on or prior to the Closing Date or, with respect to any UK Borrowing after the Closing Date, at least one UK Business Day prior to the date of such UK Borrowing, that such UK Lender will not make available as and when required hereunder to the UK Agent that UK Lender’s Pro Rata Share of a UK Borrowing, the UK Agent may assume that each such UK Lender has made such amount available to the UK Agent in immediately available funds on the Funding Date. Furthermore, the UK Agent may, in reliance upon such assumption, make available to the Borrower UK Borrowers on such date a corresponding amount. If any UK Lender has not transferred its full Pro Rata Share of a UK Borrowing to the UK Agent in immediately available funds, funds and the UK Agent has transferred the a corresponding amount to the Borrower, UK Borrowers on the Business Day following such Funding Date such that UK Lender shall make such amount available to the UK Agent, together with interest at the Federal Funds Rate for that dayBank of America Reference Rate. A notice by the UK Agent submitted to any UK Lender with respect to amounts owing shall be conclusive, absent manifest error. If each UK Lender’s full Pro Rata Share of a UK Borrowing is transferred to the UK Agent as required, the amount transferred to the UK Agent shall constitute that UK Lender’s applicable UK Revolving Loan for all purposes of this Agreement. If that amount is not transferred to the UK Agent on the Business Day following the Funding Date, the UK Agent will notify the UK Borrower Representative of such failure to fund and, upon demand by the UK Agent, the Borrower UK Borrowers shall pay such amount to the UK Agent for the UK Agent’s account, together with interest thereon for each day elapsed since the date of such UK Borrowing, at a rate per annum equal to the Interest Rate applicable at the time to the applicable UK Revolving Loans comprising that particular UK Borrowing. The failure of any UK Lender to make any applicable UK Revolving Loan on any Funding Date (any such Lender, prior to the cure of such failure, being hereinafter referred to as a “Defaulting Lender”) shall not relieve any other UK Lender of its obligation hereunder to make an applicable a UK Revolving Loan on that Funding Date. , No UK Lender shall be responsible for any other UK Lender’s failure to advance such other Lender’s UK Lenders’ Pro Rata Share of any UK Borrowing.

Defaulting Lenders. Unless the Agent receives notice from a ------------------ Lender on or prior to the Closing Date or, with respect to any Borrowing after the Closing Date, at least one Business Day prior to the date of such Borrowing, that such Lender will not make available as and when required hereunder to the Agent that Lender’s 's Pro Rata Share of a Borrowing, the Agent may assume that each such Lender has made such amount available to the Agent in immediately available funds on the Funding Date. Furthermore, the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If any Lender has not transferred its full Pro Rata Share to the Agent in immediately available funds, funds and the Agent has transferred the corresponding amount to the Borrower, Borrower on the Business Day following such Funding Date such Date, that Lender shall make such amount available to the Agent, together with interest at the Federal Funds Rate for that day. A notice by the Agent submitted to any Lender with respect to amounts owing shall be conclusive, absent manifest error. If each Lender’s 's full Pro Rata Share is transferred to the Agent as required, the amount transferred to the Agent shall constitute that Lender’s applicable 's Revolving Loan for all purposes of this Agreement. If that amount is not transferred to the Agent on the Business Day following the Funding Date, the Agent will notify the Borrower of such failure to fund and, upon demand by the Agent, the Borrower shall pay such amount to the Agent for the Agent’s 's account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the Interest Rate applicable at the time to the applicable Revolving Loans comprising that particular Borrowing. The failure of any Lender to make any applicable Revolving Loan on any Funding Date (any such Lender, prior to the cure of such failure, being hereinafter referred to as a "Defaulting Lender") shall not relieve any other Lender of its obligation hereunder to make an applicable a Revolving Loan on that Funding Date. No Lender shall be responsible for any other Lender’s 's failure to advance such other Lender’s Lenders' Pro Rata Share of any Borrowing.

Defaulting Lenders. Unless the Agent receives notice from a Lender on or prior to the Closing Date or, with respect to any Borrowing after the Closing Date, at least one Business Day prior to the date of such Borrowing, that such Lender will not make available as and when required hereunder to the Agent that such Lender’s 's Pro Rata Share of a such Borrowing, the Agent may assume that each such Lender has made such amount available to the Agent in immediately available funds on the Funding Date. Furthermore, the Agent may, in reliance upon such assumption, make available to the Borrower Borrowers on such date a corresponding amount. If any Lender has not transferred its full Pro Rata Share to the Agent in immediately available funds, funds and if the Agent has transferred the a corresponding amount to the BorrowerBorrowers, on the Business Day following such Funding Date such the applicable Lender shall make such amount available to the Agent, together with interest at the Federal Funds Rate for that day. A notice by the Agent submitted to any Lender with respect to amounts owing shall be conclusive, absent manifest error. If each Lender’s 's full Pro Rata Share is transferred to the Agent as required, the amount transferred to the Agent shall constitute that such Lender’s applicable 's Revolving Loan for all purposes of this Agreement. If that any such amount is not transferred to the Agent on the Business Day following the Funding Date, the Agent will notify the Borrower Borrowers of such failure to fund and, upon demand by the Agent, the Borrower Borrowers shall pay such amount to the Agent for the Agent’s 's account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the Interest Rate applicable at the time to the applicable Revolving Loans comprising that particular BorrowingBorrowing provided that in such event Borrowers shall not be required to pay any breakage fees which may otherwise be provided for under this Agreement. The failure of any Lender to make any applicable Revolving Loan on any Funding Date (any such Lender, prior to the cure of such failure, being referred to herein as a "Defaulting Lender") shall not relieve any other Lender of its obligation hereunder to make an applicable a Revolving Loan on that such Funding Date. No Lender shall be responsible for any other Lender’s 's failure to advance such other Lender’s Lenders' Pro Rata Share of any Borrowing.

Defaulting Lenders. Unless the Administrative Agent receives shall have received notice from a any Lender on or prior to the Closing Date or, date such Lender is required to make any payment hereunder with respect to any Borrowing after the Closing Date, at least one Business Day prior to the date Loan or any participation in any Swing Loan or Letter of such Borrowing, Credit that such Lender will not make such payment (or any portion thereof) available as and when required hereunder to the Agent that Lender’s Pro Rata Share of a BorrowingAdministrative Agent, the Administrative Agent may assume that each such Lender has made such amount payment available to the Administrative Agent in immediately available funds on the Funding Date. Furthermore, the date such payment is required to be made in accordance with this Article 2 and Administrative Agent mayshall, in reliance upon such assumption, make available to the Borrower Borrowers on such date a corresponding amount. If any Lender has not transferred its full Pro Rata Share Borrowers agree to repay to Administrative Agent on demand such amount (until repaid by such Lender) with interest thereon for each day from the date such amount is made available to Borrowers until the date such amount is repaid to Administrative Agent, at the interest rate applicable to the Obligation that would have been created when Administrative Agent in immediately made available funds, and the Agent has transferred the corresponding such amount to the Borrower, on the Business Day following such Funding Date Borrowers had such Lender made a corresponding payment available; provided, however, that such payment shall make not relieve such Lender of any obligation it may have to Borrowers, Swingline Lender or any L/C Issuer. In addition, any Defaulting Lender agrees to pay such amount available to the Agent, Administrative Agent on demand together with interest thereon, for each day from the date such amount is made available to Borrowers until the date such amount is repaid to Administrative Agent, at the Federal Funds Rate for that day. A notice by the Agent submitted to any Lender with respect to amounts owing shall be conclusive, absent manifest error. If each Lender’s full Pro Rata Share is transferred to the Agent as required, the amount transferred to the Agent shall constitute that Lender’s applicable Loan for all purposes of this Agreement. If that amount is not transferred to the Agent on the first Business Day following and thereafter (i) in the Funding Date, the Agent will notify the Borrower case of such failure to fund and, upon demand by the Agent, the Borrower shall pay such amount to the Agent for the Agent’s account, together with interest thereon for each day elapsed since the date a payment in respect of such Borrowinga Loan, at a the interest rate per annum equal to the Interest Rate applicable at the time to such Loan and (ii) otherwise, at the interest rate applicable to Base Rate Loans comprising that particular Borrowingunder the Revolving Credit Facility. Such repayment shall then constitute the funding of the corresponding Loan (including any Loan deemed to have been made hereunder with such payment) or participation. If the Borrowers and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrowers the amount of such interest paid by the Borrowers for such period. The failure existence of any Defaulting Lender to make any applicable Loan on any Funding Date shall not relieve any other Lender of its obligation hereunder to make an applicable obligations under any Loan on that Funding Date. No Document, but no other Lender shall be responsible for any other Lender’s the failure to advance such other Lender’s Pro Rata Share of any BorrowingDefaulting Lender to make any payment required under any Loan Document. Nothing herein shall be deemed to limit the rights of the Administrative Agent or the Borrowers against any Defaulting Lender.

Defaulting Lenders. Unless the Collateral Agent receives notice from a Lender on or prior to the Closing Date or, with respect to any Borrowing after the Closing Date, at least one Business Day prior to the date of such Borrowing, that such Lender will not make available as and when required hereunder to the Collateral Agent that Lender’s Pro Rata Share of a Borrowing, the Collateral Agent may assume that each such Lender has made such amount available to the Collateral Agent in immediately available funds on the Funding Date. Furthermore, the Collateral Agent may, in reliance upon such assumption, make available to the Borrower Borrowers on such date a corresponding amount. If any Lender has not transferred its full Pro Rata Share to the Collateral Agent in immediately available funds, and the Collateral Agent has transferred the corresponding amount to the BorrowerBorrowers, on the Business Day following such Funding Date such that Lender shall make such amount available to the Collateral Agent, together with interest at the Federal Funds Rate for that day. A notice by the Collateral Agent submitted to any Lender with respect to amounts owing shall be conclusive, absent manifest error. If each Lender’s full Pro Rata Share is transferred to the Collateral Agent as required, the amount transferred to the Collateral Agent shall constitute that Lender’s applicable Revolving Loan for all purposes of this Agreement. If that amount is not transferred to the Collateral Agent on the Business Day following the Funding Date, the Collateral Agent will notify the Borrower Borrowers’ Agent of such failure to fund and, upon demand by the Collateral Agent, the Borrower Borrowers shall pay such amount to the Collateral Agent for the Collateral Agent’s account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the Interest Rate applicable at the time to the applicable Revolving Loans comprising that particular Borrowing. The failure of any Lender to make any applicable Revolving Loan on any Funding Date (any such Lender, prior to the cure of such failure, being hereinafter referred to as a "Defaulting Lender") shall not relieve any other Lender of its obligation hereunder to make an applicable a Revolving Loan on that Funding Date. No Lender shall be responsible for any other Lender’s failure to advance such other Lender’s Lenders’ Pro Rata Share of any Borrowing.

Defaulting Lenders. Unless the Agent receives notice from a Lender on or prior to the Closing Effective Date or, with respect to any Borrowing after the Closing Effective Date, at least one Business Day prior to the date of such Borrowing, that such Lender will not make available as and when required hereunder to the Agent that Lender’s 's Pro Rata Share of a Borrowing, the Agent may assume that each such Lender has made such amount available to the Agent in immediately available funds on the Funding Date. Furthermore, the Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If any Lender has not transferred transferred, on the date required hereunder, its full Pro Rata Share of any required funding to the Agent in immediately available funds, funds and the Agent has transferred the corresponding amount to the a Borrower, such Lender, on the Business Day following such Funding Date such Lender date, shall make such amount available to the Agent, together with interest at the Federal Funds Rate for that day. A notice by the Agent submitted to any Lender with respect to amounts owing shall be conclusive, absent manifest error. If each a Lender’s 's full Pro Rata Share is transferred to the Agent as required, the amount transferred to the Agent shall constitute that Lender’s applicable 's Revolving Loan for all purposes of this Agreement. If that amount is not transferred to the Agent on the Business Day following the Funding Date, the Agent will notify the applicable Borrower of such failure to fund and, upon demand by the Agent, the such Borrower shall pay such amount to the Agent for the Agent’s 's account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the Interest Rate applicable at the time to the applicable Revolving Loans comprising that particular Borrowing. The failure of any Lender to make any applicable Revolving Loan on any Funding Date (any such Lender, prior to the cure of such failure, being hereinafter referred to as a "Defaulting Lender") shall not relieve any other Lender of its obligation hereunder to make an applicable a Revolving Loan on that Funding Date. No Lender shall be responsible for any other Lender’s 's failure to advance such other Lender’s Lenders' Pro Rata Share of any Borrowing.

Defaulting Lenders. Unless the Agent receives notice from a Lender on or prior to the Closing Initial Funding Date or, with respect to any Borrowing after the Closing Initial Funding Date, at least one Business Day prior to the date of such Borrowing, that such Lender will not make available as and when required hereunder to the Agent that Lender’s Pro Rata Share of a Borrowing, the Agent may assume that each such Lender has made such amount available to the Agent in immediately available funds on the Funding Date. Furthermore, the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If any Lender has not transferred its full Pro Rata Share to the Agent in immediately available funds, funds and the Agent has transferred the corresponding amount to the Borrower, applicable Borrower on the Business Day following such Funding Date such that Lender shall make such amount available to the Agent, together with interest at the Federal Funds Rate for that day. A notice by the Agent submitted to any Lender with respect to amounts owing shall be conclusive, absent manifest error. If each Lender’s full Pro Rata Share is transferred to the Agent as required, the amount transferred to the Agent shall constitute that Lender’s applicable Revolving Loan for all purposes of this Agreement. If that amount is not transferred to the Agent on the Business Day following the Funding Date, the Agent will notify the Borrower Borrowers of such failure to fund and, upon demand by the Agent, the Borrower Borrowers shall pay such amount to the Agent for the Agent’s account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the Interest Rate applicable at the time to the applicable Revolving Loans comprising that particular Borrowing. The failure of any Lender to make any applicable Revolving Loan on any Funding Date or any Delayed Draw Term Loan on any Delayed Draw Date (any such Lender, prior to the cure of such failure, being hereinafter referred to as a “Defaulting Lender”) shall not relieve any other Lender of its obligation hereunder to make an applicable a Revolving Loan or Delayed Draw Term Loan on that Funding Date or Delayed Draw Date, as applicable. No Lender shall be responsible for any other Lender’s failure to advance such other Lender’s Lenders’ Pro Rata Share of any Borrowing.

Defaulting Lenders. Unless the Agent receives notice from a Lender on or prior to the Closing Date or, with respect to any Borrowing after the Closing Date, at least one (1) Business Day prior to the date of such Borrowing, that such Lender will not make available as and when required hereunder to the Agent that Lender’s 's Pro Rata Share of a such Borrowing, the Agent may assume that each such Lender has made such amount available to the Agent in immediately available funds on the Funding Date. Furthermore, the Agent may, in reliance upon such assumption, make available to the Borrower Borrowers on such date a corresponding amount. If any Lender has not transferred its full Pro Rata Share to the Agent in immediately available funds, funds and if the Agent has transferred the a corresponding amount to the Borrower, Borrowers on the Business Day following such Funding Date such the applicable Lender shall make such amount available to the Agent, together with interest at the Federal Funds Rate for that day. A notice by the Agent submitted to any Lender with respect to amounts owing shall be conclusive, absent manifest error. If each Lender’s 's full Pro Rata Share is transferred to the Agent as required, the amount transferred to the Agent shall constitute that such Lender’s applicable 's Revolving Loan for all purposes of this Agreement. If that any such amount is not transferred to the Agent on the Business Day following the Funding Date, the Agent will notify the Borrower Borrowers of such failure to fund and, upon demand by the Agent, the Borrower Borrowers shall pay such amount to the Agent for the Agent’s 's account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the Interest Rate applicable at the time to the applicable Revolving Loans comprising that particular Borrowing. The failure of any Lender to make any applicable Revolving Loan on any Funding Date (any such Lender, prior to the cure of such failure, being hereinafter referred to as a "Defaulting Lender") shall not relieve any other Lender of its obligation hereunder to make an applicable a Revolving Loan on that such Funding Date. No Lender shall be responsible for any other Lender’s 's failure to advance such other Lender’s Lenders' Pro Rata Share of any Borrowing.

Defaulting Lenders. Unless the Agent receives notice from a Lender on or prior to the Closing Date or, with respect to any Borrowing after the Closing Date, at least one Business Day prior to the date of such Borrowing, that such Lender will not make available as and when required hereunder to the Agent that Lender’s Pro Rata Share of a Borrowing, the Agent may assume that each such Lender has made such amount available to the Agent in immediately available funds on the Funding Date. Furthermore, the Agent may, in reliance upon such assumption, make available to the Borrower Borrowers on such date a corresponding amount. If any Lender has not transferred its full Pro Rata Share to the Agent in immediately available funds, funds and the Agent has transferred the corresponding amount to the Borrower, Borrowers on the Business Day following such Funding Date such that Lender shall make such amount available to the Agent, together with interest at the Federal Funds Rate for that day. A notice by the Agent submitted to any Lender with respect to amounts owing shall be conclusive, absent manifest error. If each Lender’s full Pro Rata Share is transferred to the Agent as required, the amount transferred to the Agent shall constitute that Lender’s applicable Revolving Loan for all purposes of this Agreement. If that amount is not transferred to the Agent on the Business Day following the Funding DateDate and the Agent has provided such funds to the Borrowers, the Agent will notify the Borrower Borrowers of such failure to fund and, upon demand by the Agent, the Borrower Borrowers shall pay such amount to the Agent for the Agent’s account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the Interest Rate applicable at the time to the applicable Revolving Loans comprising that particular Borrowing. The failure of any Lender to make any applicable Revolving Loan on any Funding Date (any such Lender, prior to the cure of such failure, being hereinafter referred to as a “Defaulting Lender”) shall not relieve any other Lender of its obligation hereunder to make an applicable a Revolving Loan on that Funding Date. No Lender shall be responsible for any other Lender’s failure to advance such other Lender’s Lenders’ Pro Rata Share of any Borrowing.

Defaulting Lenders. (i) Unless the Administrative Agent receives notice from a Lender on or prior to the Closing Date or, with respect to any Borrowing after the Closing Date, at least one Business Day prior to the date of such Borrowing, that such Lender will not make available as and when required hereunder to the Administrative Agent that Lender’s Pro Rata Share of a Borrowing, the Administrative Agent may assume that each such Lender has made such amount available to the Administrative Agent in immediately available funds on the Funding Date. Furthermore, the Administrative Agent may, in reliance upon such assumption, make available to the any Borrower on such date a corresponding amount. If any Lender has not transferred its full Pro Rata Share to the Administrative Agent in immediately available funds, funds and the Administrative Agent has transferred the a corresponding amount to the Borrower, any Borrower on the Business Day following such Funding Date such Date, that Lender shall make such amount available to the Administrative Agent, together with interest at the Federal Funds Rate for that day. A notice by the Administrative Agent submitted to any Lender with respect to amounts owing shall be conclusive, absent manifest error. If each Lender’s full Pro Rata Share is transferred to the Administrative Agent as required, the amount transferred to the Administrative Agent shall constitute that Lender’s applicable Revolving Loan for all purposes of this Agreement. If that amount is not transferred to the Administrative Agent on the Business Day following the Funding Date, the Administrative Agent will notify the Borrower Borrowers of such failure to fund and, upon demand by the Administrative Agent, the Borrower Borrowers shall pay such amount to the Administrative Agent for the Administrative Agent’s account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the Interest Rate applicable at the time to the applicable Revolving Loans comprising that particular Borrowing. The failure of any Lender to make any applicable Revolving Loan on any Funding Date shall not relieve any other Lender of its obligation hereunder to make an applicable a Revolving Loan on that Funding Date. No Lender shall be responsible for any other Lender’s failure to advance such other Lender’s Lenders’ Pro Rata Share of any Borrowing.

Defaulting Lenders. Unless the Agent receives notice from a Lender on or prior to the Closing Date or, with respect to any Borrowing after the Closing Date, at ------------------ least one (1) Business Day prior to the date of such Borrowing, a Borrowing that such Lender will not make available as and when required hereunder to Agent for the Agent account of Borrower the amount of that Lender’s 's Pro Rata Share of a the Borrowing, the Agent may assume that each such Lender has made such amount available to the Agent in immediately available funds on the Funding Date. Furthermore, the Date and Agent maymay (but shall not be so required), in reliance upon such assumption, make available to the Borrower on such date a Revolving Loan in the corresponding amount. If and to the extent any Lender has shall not transferred have made its full Pro Rata Share amount available to the Agent in immediately available fundsfunds and Agent in such circumstances has made available to Borrower such amount, and the Agent has transferred the corresponding amount to the Borrower, then Lender shall on the Business Day following such Funding Date such Lender shall make such amount available to the Agent, together with interest interest, to be retained by Agent for its own account, at the Federal Funds Base Rate for that dayeach day after the Funding Date until (but not including) the date paid. A notice by the of Agent submitted to any Lender with respect to amounts owing under this subsection shall be conclusiveprima facia evidence of the truth thereof, absent manifest error. If each Lender’s full Pro Rata Share such amount is transferred so made available, such payment to the Agent as required, the amount transferred to the Agent shall constitute that such Lender’s applicable 's Loan on the date of Borrowing for all purposes of this Agreement. If that such amount is not transferred made available to the Agent on the Business Day following the Funding Date, the Agent will notify the Borrower of such failure to fund and, upon demand by the Agent, the Borrower shall pay such amount to the Agent for the Agent’s 's account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the Interest Rate applicable at the time to the applicable Loans Loan comprising that particular such Borrowing. The failure of any Lender to make any applicable Loan on any Funding Date shall not relieve any other Lender of its any obligation hereunder to make an applicable a Loan on that such Funding Date. No , but no Lender shall be responsible for the failure of any other Lender’s failure Lender to advance make the Loan to be made by such other Lender on any Funding Date. Any Lender that fails to make any Loan on any Funding Date and continues to fail to make such Loan within one (1) Business Day after written demand upon it by Agent to do so, shall constitute a "Defaulting Lender’s Pro Rata Share " for purposes of any Borrowing.this Agreement. ----------------- Loan and Security Agreement

Defaulting Lenders. Unless the Administrative Agent receives notice from a Lender on or prior to the Closing Date or, with respect to any Borrowing after the Closing Date, at least one Business Day prior to the date of such Borrowing, that such Lender will not make available as and when required hereunder to the Administrative Agent that such Lender’s 's Pro Rata Share of a such Borrowing, the Administrative Agent may assume that each such Lender has made such amount available to the Administrative Agent in immediately available funds on the Funding Date. Furthermore, the Administrative Agent may, in reliance upon such assumption, make available to the Borrower Borrowers on such date a corresponding amount. If any Lender has not transferred its full Pro Rata Share to the Administrative Agent in immediately available funds, funds and if the Administrative Agent has transferred the a corresponding amount to the Borrower, Borrowers on the Business Day following such Funding Date such the applicable Lender shall make such amount available to the Administrative Agent, together with interest at the Federal Funds Rate for that day. A notice by the Administrative Agent submitted to any Lender with respect to amounts owing shall be conclusive, absent manifest error. If each Lender’s 's full Pro Rata Share is transferred to the Administrative Agent as required, the amount transferred to the Administrative Agent shall constitute that such Lender’s applicable 's Revolving Loan for all purposes of this Agreement. If that any such amount is not transferred to the Administrative Agent on the Business Day following the Funding Date, the Administrative Agent will notify the Borrower Borrowers of such failure to fund and, upon demand by the Administrative Agent, the Borrower Borrowers shall pay such amount to the Administrative Agent for the Administrative Agent’s 's account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the Interest Rate applicable at the time to the applicable Revolving Loans comprising that particular Borrowing. The failure of any Lender to make any applicable Revolving Loan on any Funding Date (any such Lender, prior to the cure of such failure, being hereinafter referred to as a "Defaulting Lender") shall not relieve any other Lender of its obligation hereunder to make an applicable a Revolving Loan on that such Funding Date. No Lender shall be responsible for any other Lender’s 's failure to advance such other Lender’s Lenders' Pro Rata Share of any Borrowing.

Defaulting Lenders. Unless the Agent receives notice from a Lender on or prior to the Closing Date or, with respect to any Borrowing after the Closing Date, at least one Business Day prior to the date of such Borrowing, that such Lender will not make available as and when required hereunder to the Agent that Lender’s 's Pro Rata Share of a Borrowing, the Agent may assume that each such Lender has made such amount available to the Agent in immediately available funds on the Funding Date. Furthermore, the Agent may, in reliance upon such assumption, make available to the Borrower Borrowers on such date a corresponding amount. If any Lender has not transferred its full Pro Rata Share to the Agent in immediately available funds, funds and the Agent has transferred the corresponding amount to the Borrower, Borrowers on the Business Day following such Funding Date such that Lender shall make such amount available to the Agent, together with interest at the Federal Funds Rate for that day. A notice by the Agent submitted to any Lender with respect to amounts owing shall be conclusive, absent manifest error. If each Lender’s 's full Pro Rata Share is transferred to the Agent as required, the amount transferred to the Agent shall constitute that Lender’s applicable 's Revolving Loan for all purposes of this Agreement. If that amount is not transferred to the Agent on the Business Day following the Funding DateDate and the Agent has provided such funds to the Borrowers, the Agent will notify the Borrower Borrowers of such failure to fund and, upon demand by the Agent, the Borrower Borrowers shall pay such amount to the Agent for the Agent’s 's account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the Interest Rate applicable at the time to the applicable Revolving Loans comprising that particular Borrowing. The failure of any Lender to make any applicable Revolving Loan on any Funding Date (any such Lender, prior to the cure of such failure, being hereinafter referred to as a "Defaulting Lender") shall not relieve any other Lender of its obligation hereunder to make an applicable a Revolving Loan on that Funding Date. No Lender shall be responsible for any other Lender’s 's failure to advance such other Lender’s Lenders' Pro Rata Share of any Borrowing.

Defaulting Lenders. Unless the Agent receives notice from a Lender on or prior to the Closing Date or, with respect to any Borrowing after the Closing Date, at least one (1) Business Day prior to the date of such Borrowing, that such Lender will not make available available, as and when required hereunder hereunder, to the Agent that Lender’s Pro Rata Share of a Borrowing, the Agent may assume that each such Lender has made such amount available to the Agent in immediately available funds on the Funding Date. Furthermore, the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If any Lender has not transferred its full Pro Rata Share to the Agent in immediately available funds, funds and the Agent has transferred the corresponding amount to the Borrower, Borrower on the Business Day following such Funding Date such that Lender shall make such amount available to the Agent, together with interest at the Federal Funds Rate for that day. A notice by the Agent submitted to any Lender with respect to amounts owing shall be conclusive, absent manifest error. If each Lender’s full Pro Rata Share is transferred to the Agent as required, the amount transferred to the Agent shall constitute that Lender’s applicable Revolving Loan for all purposes of this Agreement. If that amount is not transferred to the Agent on or before the Business Day following the Funding Date, the Agent will notify the Borrower of such failure to fund and, upon demand by the Agent, the Borrower Obligated Parties shall pay such amount to the Agent for the Agent’s account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the Interest Rate applicable at the time to the applicable Revolving Loans comprising that particular Borrowing. The failure of any Lender to make any applicable Revolving Loan on any Funding Date (any such Lender, prior to the cure of such failure, being hereinafter 66 referred to as a “Defaulting Lender”) shall not relieve any other Lender of its obligation hereunder to make an applicable a Revolving Loan on that Funding Date. No Lender shall be responsible for any other Lender’s failure to advance such other Lender’s Lenders’ Pro Rata Share of any Borrowing.

Defaulting Lenders. Unless the Agent receives notice from a Lender on or prior to the Closing Date or, with respect to any Borrowing after the Closing Date, ------------------ at least one (1) Business Day prior to the date of such Borrowing, a Borrowing that such Lender will not make available as and when required hereunder to Agent for the Agent account of Borrower the amount of that Lender’s 's Pro Rata Share of a the Borrowing, the Agent may assume that each such Lender has made such amount available to the Agent in immediately available funds on the Funding Date. Furthermore, the Date and Agent maymay (but shall not be so required), in reliance upon such assumption, make available to the Borrower on such date a Revolving Loan in the corresponding amount. If and to the extent any Lender has shall not transferred have made its full Pro Rata Share amount available to the Agent in immediately available fundsfunds and Agent in such circumstances has made available to Borrower such amount, and the Agent has transferred the corresponding amount to the Borrower, then Lender shall on the Business Day following such Funding Date such Lender shall make such amount available to the Agent, together with interest interest, to be retained by Agent for its own account, at the Federal Funds Rate for each day after the Funding Date until (but not including) the date paid (provided, however, that dayif such Lender shall not make such funds available within two (2) Business Days of the Funding Date, interest shall accrue on such funds and shall be payable by such Lender at the Base Rate for each day from and after the second (2/nd/) Business Day after the Funding Date until, but not including, the date paid). A notice by the of Agent submitted to any Lender with respect to amounts owing under this subsection shall be conclusiveprima facia evidence of the truth thereof, absent manifest error. If each Lender’s full Pro Rata Share such amount is transferred so made available, such payment to the Agent as required, the amount transferred to the Agent shall constitute that such Lender’s applicable 's Loan on the date of Borrowing for all purposes of this Agreement. If that such amount is not transferred made available to the Agent on the Business Day following the Funding Date, the Agent will notify the Borrower of such failure to fund and, upon demand by the Agent, the Borrower shall pay such amount to the Agent for the Agent’s 's account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the Interest Rate applicable at the time to the applicable Loans Loan comprising that particular such Borrowing. The failure of any Lender to make any applicable Loan on any Funding Date shall not relieve any other Lender of its any obligation hereunder to make an applicable a Loan on that such Funding Date. No , but no Lender shall be responsible for the failure of any other Lender’s failure Lender to advance make the Loan to be made by such other Lender on any Funding Date. Any Lender that fails to make any Loan on any Funding Date and continues to fail to make such Loan within one (1) Business Day after written demand upon it by Agent to do so, shall constitute a "Defaulting Lender’s Pro Rata Share " for purposes of this Agreement. For the purposes of this ----------------- Section, "Federal Funds Rate" means, on any Borrowingparticular day, the per annum rate ------------------ --- ----- of interest offered for sale by the San Francisco or New York branch of Union Bank of California, N.A. (as selected by Agent) to other prime banks of Federal Funds for such day, in an amount comparable to the principal amount owed to Agent by the Defaulting Lender.

Defaulting Lenders. Unless the Agent receives notice from a Lender on or prior to the Closing Date or, with respect to any Borrowing after the Closing Date, at least one Business Day prior to the date of such Borrowing, that such Lender will not make available as and when required hereunder to the Agent that Lender’s Pro Rata Share of a Borrowing, the Agent may assume that each such Lender has made such amount available to the Agent in immediately available funds on the Funding Date. Furthermore, the Agent may, in reliance upon such assumption, make available to the Borrower Borrowers on such date a corresponding amount. If any Lender has not transferred its full Pro Rata Share to the Agent in immediately available funds, funds and the Agent has transferred the corresponding amount to the Borrower, Borrowers on the Business Day following such Funding Date such that Lender shall make such amount available to the Agent, together with interest at the Federal Funds Rate for that day. A notice by the Agent submitted to any Lender with respect to amounts owing shall be conclusive, absent manifest error. If each Lender’s full Pro Rata Share is transferred to the Agent as required, the amount transferred to the Agent shall constitute that Lender’s applicable Revolving Loan for all purposes of this Agreement. If that amount is not transferred to the Agent on the Business Day following the Funding Date, the Agent will notify the Administrative Borrower of such failure to fund and, upon demand by the Agent, the Borrower Borrowers shall pay such amount to the Agent for the Agent’s account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the Interest Rate applicable at the time to the applicable Revolving Loans comprising that particular Borrowing. The failure of any Lender to make any applicable Revolving Loan which it is obligated to make on any Funding Date or to pay any other amount which it is obligated to pay hereunder when due (any such Lender, prior to the cure of such failure, being hereinafter referred to as a “Defaulting Lender”) shall not relieve any other Lender of its obligation hereunder to make an applicable a Revolving Loan on that Funding DateDate or pay any other amount it is obligated to pay hereunder when due. No Lender shall be responsible for any other Lender’s failure to advance such other Lender’s Lenders’ Pro Rata Share of any Borrowing.

Defaulting Lenders. Unless the Agent receives notice from a Lender on or prior to the Closing Date or, with respect to any Borrowing after the Closing Date, at least one Business Day prior to the date of such Borrowing, that such Lender will not make available as and when required hereunder to the Agent that Lender’s Pro Rata Share of a Borrowing, the Agent may assume that each such Lender has made such amount available to the Agent in immediately available funds on the Funding Date. Furthermore, the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If any Lender has not transferred its full Pro Rata Share to the Agent in immediately available funds, funds and the Agent has transferred the a corresponding amount to the Borrower, Borrower on the Business Day following such Funding Date such that Lender shall make such amount available to the Agent, together with interest (in the same currency as the related Borrowing) at the Federal Funds Prime Rate for that day. A notice by the Agent submitted to any Lender with respect to amounts owing shall be conclusive, absent manifest error. If each Lender’s full Pro Rata Share is transferred to the Agent as required, the amount transferred to the Agent shall constitute that Lender’s applicable Revolving Loan for all purposes of this Agreement. If that amount is not transferred to the Agent on the Business Day following the Funding Date, the Agent will notify the Borrower of such failure to fund and, upon within one (1) Business Day after demand by the Agent, the Borrower shall pay such amount to the Agent for the Agent’s account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the Interest Rate applicable at the time to the applicable Revolving Loans comprising that particular Borrowing. The failure of any Lender to make any applicable Revolving Loan on any Funding Date shall not relieve any other Lender of its obligation hereunder to make an applicable a Revolving Loan on that Funding Date. No Lender shall be responsible for any other Lender’s failure to advance such other Lender’s Lenders’ Pro Rata Share of any Borrowing.

Defaulting Lenders. Unless the Agent receives notice from a Lender on or prior to the Closing Date or, with respect to any Borrowing after the Closing Date, at least one (1) Business Day prior to the date of such Borrowing, that such Lender will not make available as and when required hereunder to the Agent that Lender’s Pro Rata Share of a Borrowing, the Agent may assume that each such Lender has made such amount available to the Agent in immediately available funds on the Funding Date. Furthermore, the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If any Lender has not transferred its full Pro Rata Share to the Agent in immediately available funds, funds and the Agent has transferred the corresponding amount to the Borrower, Borrower on the Business Day following such Funding Date such that Lender shall make such amount available to the Agent, together with interest at the Federal Funds Rate for that day. A notice by the Agent submitted to any Lender with respect to amounts owing shall be conclusive, absent manifest error. If each Lender’s full Pro Rata Share is transferred to the Agent as required, the amount transferred to the Agent shall constitute that Lender’s applicable Revolving Loan for all purposes of this Agreement. If that amount is not transferred to the Agent on the Business Day following the Funding Date, the Agent will notify the Borrower of such failure to fund and, upon demand by the Agent, the Borrower shall pay such amount to the Agent for the Agent’s account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the Interest Rate applicable at the time to the applicable Revolving Loans comprising that particular Borrowing. The failure of any Lender to make any applicable Revolving Loan on any Funding Date (any such Lender, prior to the cure of such failure, being hereinafter referred to as a “Defaulting Lender”) shall not relieve any other Lender of its obligation hereunder to make an applicable a Revolving Loan on that Funding Date. No Lender shall be responsible for any other Lender’s failure to advance such other Lender’s Lenders’ Pro Rata Share of any Borrowing.

Defaulting Lenders. Unless the Agent receives notice ------------------ from a Lender on or prior to the Closing Date or, with respect to any Borrowing after the Closing Date, at least one (1) Business Day prior to the date of such Borrowing, that such Lender will not make available as and when required hereunder to the Agent that such Lender’s 's Pro Rata Share of a such Borrowing, the Agent may assume that each such Lender has made such amount available to the Agent in immediately available funds on the Funding Date. Furthermore, the Agent may, in reliance upon such assumption, make available to the Borrower Borrowers on such date a corresponding amount. If any Lender has not transferred its full Pro Rata Share to the Agent in immediately available funds, funds and if the Agent has transferred the a corresponding amount to the Borrower, Borrowers on the Business Day following such Funding Date such the applicable Lender shall make such amount available to the Agent, together with interest at the Federal Funds Rate for that day. A notice by the Agent submitted to any Lender with respect to amounts owing shall be conclusive, absent manifest error. If each Lender’s 's full Pro Rata Share is transferred to the Agent as required, the amount transferred to the Agent shall constitute that such Lender’s applicable 's Revolving Loan for all purposes of this Agreement. If that any such amount is not transferred to the Agent on the Business Day following the Funding Date, the Agent will notify the Borrower Borrowers of such failure to fund and, upon demand by the Agent, the Borrower Borrowers shall pay such amount to the Agent for the Agent’s 's account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the Interest Rate applicable at the time to the applicable Revolving Loans comprising that particular Borrowing. The failure of any Lender to make any applicable Revolving Loan on any Funding Date (any such Lender, prior to the cure of such failure, being hereinafter referred to as a "Defaulting Lender") shall ----------------- not relieve any other Lender of its obligation hereunder to make an applicable a Revolving Loan on that such Funding Date. No Lender shall be responsible for any other Lender’s 's failure to advance such other Lender’s Lenders' Pro Rata Share of any Borrowing.

Defaulting Lenders. Unless the Agent receives notice from a Lender on or prior to the Closing Date or, with respect to any Borrowing after the Closing Date, at least one Business Day prior to the date of such Borrowing, that such Lender will not make available as and when required hereunder to the Agent that Lender’s 's Pro Rata Share of a Borrowing, the Agent may assume that each such Lender has made such amount available to the Agent in immediately available funds on the Funding Date. Furthermore, the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If any Lender has not transferred its full Pro Rata Share to the Agent in immediately available funds, funds and the Agent has transferred the corresponding amount to the Borrower, Borrower on the Business Day following such Funding Date such that Lender shall make such amount available to the Agent, together with interest at the Federal Funds Rate for that day. A notice by the Agent submitted to any Lender with respect to amounts owing shall be conclusive, absent manifest error. If each Lender’s 's full Pro Rata Share is transferred to the Agent as required, the amount transferred to the Agent shall constitute that Lender’s applicable 's Revolving Loan for all purposes of this Agreement. If that amount is not transferred to the Agent on the Business Day following the Funding Date, the Agent will notify the Borrower of such failure to fund and, upon demand by the Agent, the Borrower shall pay such amount to the Agent for the Agent’s 's account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the Interest Rate applicable at the time to the applicable Revolving Loans comprising that particular Borrowing. The failure of any Lender to make any applicable Revolving Loan which it is obligated to make on any Funding Date (any such Lender, prior to the cure of such failure, being hereinafter referred to as a "Defaulting Lender") shall not relieve any other Lender of its obligation hereunder to make an applicable a Revolving Loan on that Funding Date. No Lender shall be responsible for any other Lender’s 's failure to advance such other Lender’s Lenders' Pro Rata Share of any Borrowing.

Defaulting Lenders. Unless the Agent receives notice from a Lender on or prior to the Closing Date or, with respect to any Borrowing after the Closing Date, at least one (1) Business Day prior to the date of such Borrowing, that such Lender will not make available as and when required hereunder to the Agent that Lender’s Pro Rata Share of a Borrowing, the Agent may assume that each such Lender has made such amount available to the Agent in immediately available funds on the Funding Date. Furthermore, the Agent may, in reliance upon such assumption, make available to the Borrower Borrowers on such date a corresponding amount. If any Lender has not transferred its full Pro Rata Share to the Agent in immediately available funds, funds and the Agent has transferred the corresponding amount to the Borrower, Borrowers on the Business Day following such Funding Date such Date, that the Lender shall make such amount available to the Agent, together with interest at the Federal Funds Rate for that day. A notice by the Agent submitted to any Lender with respect to amounts owing shall be conclusive, absent manifest error. If each Lender’s full Pro Rata Share is transferred to the Agent as required, the amount transferred to the Agent shall constitute that Lender’s applicable Revolving Loan for all purposes of this Agreement. If that amount is not transferred to the Agent on the Business Day following the Funding Date, the Agent will notify the Borrower Borrowers of such failure to fund and, upon demand by the Agent, the Borrower Borrowers shall pay such amount to the Agent for the Agent’s account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the Interest Rate applicable at the time to the applicable Revolving Loans comprising that particular Borrowing. The failure of any Lender to make any applicable Revolving Loan on any Funding Date (any such Lender, prior to the cure of such failure, being hereinafter referred to as a “Defaulting Lender”) shall not relieve any other Lender of its obligation hereunder to make an applicable a Revolving Loan on that Funding Date. No Lender shall be responsible for any other Lender’s failure to advance such other Lender’s Lenders’ Pro Rata Share of any Borrowing.

Defaulting Lenders. Unless the Agent receives notice from a Lender on or prior to the Closing Date or, with respect to any Borrowing after the Closing Date, at least one (1) Business Day prior to the date of such Borrowing, that such Lender will not make available as and when required hereunder to the Agent that Lender’s 's Pro Rata Share of a Borrowing, the Agent may assume that each such Lender has made such amount available to the Agent in immediately available funds on the Funding Date. Furthermore, the Agent may, in reliance upon such assumption, make available to the Borrower Borrowers on such date a corresponding amount. If any Lender has not transferred its full Pro Rata Share to the Agent in immediately available funds, funds and the Agent has transferred the corresponding amount to the Borrower, Borrowers on the Business Day following such Funding Date such Date, that the Lender shall make such amount available to the Agent, together with interest at the Federal Funds Rate for that day. A notice by the Agent submitted to any Lender with respect to amounts owing shall be conclusive, absent manifest error. If each Lender’s 's full Pro Rata Share is transferred to the Agent as required, the amount transferred to the Agent shall constitute that Lender’s applicable 's Revolving Loan for all purposes of this Agreement. If that amount is not transferred to the Agent on the Business Day following the Funding Date, the Agent will notify the Borrower Borrowers of such failure to fund and, upon demand by the Agent, the Borrower Borrowers shall pay such amount to the Agent for the Agent’s 's account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the Interest Rate applicable at the time to the applicable Revolving Loans comprising that particular Borrowing. The failure of any Lender to make any applicable Revolving Loan on any Funding Date (any such Lender, prior to the cure of such failure, being hereinafter referred to as a "DEFAULTING LENDER") shall not relieve any other Lender of its obligation hereunder to make an applicable a Revolving Loan on that Funding Date. No Lender shall be responsible for any other Lender’s 's failure to advance such other Lender’s Lenders' Pro Rata Share of any Borrowing.

Defaulting Lenders. (1) Unless the Administrative Agent receives shall have received notice from a any Lender on or prior to the Closing Date or, with respect to any Borrowing after the Closing Date, at least one Business Day prior to the date of such Borrowing, the proposed Borrowing that such Lender will not make a payment in the amount of such Lender’s Commitment (or any portion thereof) available as and when required hereunder to the Administrative Agent that Lender’s Pro Rata Share on the date of a the proposed Borrowing, the Administrative Agent may assume that each such Lender has made such amount payment available to the Administrative Agent in immediately available funds on the Funding Date. Furthermore, date of the proposed Borrowing and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such the date of the proposed Borrowing a corresponding amount. If any Lender has not transferred its full Pro Rata Share The Borrower agrees to repay to the Administrative Agent in immediately on demand such deficient amount (until repaid by such Lender) with interest thereon for each day from the date such amount is made available fundsto CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM CORP. OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934. the Borrower until the date such amount is repaid to the Administrative Agent, and at the interest rate applicable to the Obligations that would have been created when the Administrative Agent has transferred the corresponding made available such amount to the Borrower, on the Business Day following such Funding Date Borrower had such Lender made a corresponding payment available; provided, however, that such payment by the Borrower shall make not relieve such amount Lender of any obligation it may have to the Borrower. In addition, any Lender that shall not have made available to the Agent, Administrative Agent any portion of any payment described above shall be deemed a Defaulting Lender and agrees to pay such amount to the Administrative Agent on demand together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at the Federal Funds Rate for that day. A notice by the Agent submitted to any Lender with respect to amounts owing shall be conclusive, absent manifest error. If each Lender’s full Pro Rata Share is transferred to the Agent as required, the amount transferred to the Agent shall constitute that Lender’s applicable Loan for all purposes of this Agreement. If that amount is not transferred to the Agent on the first Business Day following and thereafter in the Funding Date, the Agent will notify the Borrower case of such failure to fund and, upon demand by the Agent, the Borrower shall pay such amount to the Agent for the Agent’s account, together with interest thereon for each day elapsed since the date a payment in respect of such Borrowingany Loan, at a the interest rate per annum equal to the Interest Rate applicable at the time to such Loan and otherwise, at the interest rate applicable to Base Rate Loans comprising that particular Borrowing(and such default interest payable by such Lender shall be distributed to the Borrower by the Administrative Agent). Such repayment shall then constitute the funding of the corresponding Loan (including any Loan deemed to have been made hereunder with such payment) or participation, and promptly paid to the Borrower. The failure existence of any Defaulting Lender to make any applicable Loan on any Funding Date shall not relieve any other Lender of its obligation hereunder to make an applicable obligations under any Loan on that Funding Date. No Document, but no other Lender shall be responsible for any other Lender’s the failure to advance such other Lender’s Pro Rata Share of any BorrowingDefaulting Lender to make any payment required under any Loan Document.

Defaulting Lenders. (i) Unless the Administrative Agent receives shall have received notice from a any Lender on or prior to the Closing Date or, with respect to any Borrowing after the Closing Date, at least one Business Day prior to the date of such Borrowing, the proposed Borrowing that such Lender will not make a payment in the amount of such Lender’s Revolving Loan Commitment (or any portion thereof) available as and when required hereunder to the Administrative Agent that Lender’s Pro Rata Share on the date of a the proposed Borrowing, the Administrative Agent may assume that each such Lender has made such amount payment available to the Administrative Agent in immediately available funds on the Funding Date. Furthermore, date of the proposed Borrowing and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such the date of the proposed Borrowing a corresponding amount. If any Lender has not transferred its full Pro Rata Share The Borrower agrees to repay to the Administrative Agent in immediately on demand such deficient amount (until repaid by such Lender) with interest thereon for each day from the date such amount is made available fundsto the Borrower until the date such amount is repaid to the Administrative Agent, and at the interest rate applicable to the Obligations that would have been created when the Administrative Agent has transferred the corresponding made available such amount to the Borrower, on the Business Day following such Funding Date Borrower had such Lender made a corresponding payment available; provided, however, that such payment by the Borrower shall make not relieve such amount Lender of any obligation it may have to the Borrower. In addition, any Lender that shall not have made available to the Agent, Administrative Agent any portion of any payment described above shall be deemed a Defaulting Lender and agrees to pay such amount to the Administrative Agent on demand together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at the Federal Funds Rate for that day. A notice by the Agent submitted to any Lender with respect to amounts owing shall be conclusive, absent manifest error. If each Lender’s full Pro Rata Share is transferred to the Agent as required, the amount transferred to the Agent shall constitute that Lender’s applicable Loan for all purposes of this Agreement. If that amount is not transferred to the Agent on the first Business Day following and thereafter in the Funding Date, the Agent will notify the Borrower case of such failure to fund and, upon demand by the Agent, the Borrower shall pay such amount to the Agent for the Agent’s account, together with interest thereon for each day elapsed since the date a payment in respect of such Borrowingany Revolving Loan, at a the interest rate per annum equal to the Interest Rate applicable at the time to such Loan and otherwise, at the interest rate applicable to Base Rate Loans comprising that particular Borrowing(and such default interest payable by such Lender shall be distributed to the Borrower by the Administrative Agent). Such repayment shall then constitute the funding of the corresponding Loan (including any Revolving Loan deemed to have been made hereunder with such payment) or participation, and promptly paid to the Borrower. The failure existence of any Defaulting Lender to make any applicable Loan on any Funding Date shall not relieve any other Lender of its obligation hereunder to make an applicable obligations under any Loan on that Funding Date. No Document, but no other Lender shall be responsible for any other Lender’s the failure to advance such other Lender’s Pro Rata Share of any BorrowingDefaulting Lender to make any payment required under any Loan Document.

Defaulting Lenders. Unless the Agent receives notice from a Lender on or prior to the Closing Date or, with respect to any Borrowing after the Closing Date, at least one Business Day prior to the date of such Borrowing, that such Lender will not make available as and when required hereunder to the Agent that Lender’s Pro Rata Share of a Borrowing, the Agent may assume that each such Lender has made such amount available to the Agent in immediately available funds on the Funding Date. Furthermore, the Agent may, in reliance upon such assumption, make available to the Borrower applicable Borrowers on such date a corresponding amount. If any Lender has not transferred its full Pro Rata Share to the Agent in immediately available funds, and the Agent has transferred the corresponding amount to the Borrowerapplicable Borrowers, on the Business Day following such Funding Date such Lender shall make such amount available to the Agent, together with interest at the Federal Funds Rate for that day. A notice by the Agent submitted to any Lender with respect to amounts owing shall be conclusive, absent manifest error. If each Lender’s full Pro Rata Share is transferred to the Agent as required, the amount transferred to the Agent shall constitute that Lender’s applicable Loan for all purposes of this Agreement. If that amount is not transferred to the Agent on the Business Day following the Funding Date, the Agent will notify the Borrower Borrowers’ Agent of such failure to fund and, upon demand by the Agent, the Borrower applicable Borrowers shall pay such amount to the Agent for the Agent’s account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the Interest Rate applicable at the time to the applicable Loans comprising that particular Borrowing. The failure of any Lender to make any applicable Loan on any Funding Date shall not relieve any other Lender of its obligation hereunder to make an applicable Loan on that Funding Date. No Lender shall be responsible for any other Lender’s failure to advance such other Lender’s Pro Rata Share of any Borrowing.

Defaulting Lenders. Unless the Agent receives notice from a Lender on or prior to the Closing Date or, with respect to any Borrowing after the Closing Date, at least one Business Day prior to the date of such Borrowing, that such Lender will not make available as and when required hereunder to the Agent that Lender’s 's Pro Rata Share of a Borrowing, the Agent may assume that each such Lender has made such amount available to the Agent in immediately available funds on the Funding Date. Furthermore, the Agent may, in reliance upon such assumption, make available to the Borrower Borrowers on such date a corresponding amount. If any Lender has not transferred its full Pro Rata Share to the Agent in immediately available funds, funds and the Agent has transferred the a corresponding amount to the Borrower, Borrowers on the Business Day following such Funding Date such that Lender shall make such amount available to the Agent, together with interest at the Federal Funds Rate for that day. A notice by the Agent submitted to any Lender with respect to amounts owing shall be conclusive, absent manifest error. If each Lender’s 's full Pro Rata Share is transferred to the Agent as required, the amount transferred to the Agent shall constitute that Lender’s applicable 's Revolving Loan for all purposes of this Agreement. If that amount is not transferred to the Agent on the Business Day following the Funding Date, the Agent will notify the Borrower Borrowers of such failure to fund and, upon demand by the Agent, the Borrower Borrowers shall pay such amount to the Agent for the Agent’s 's account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the Interest Rate applicable at the time to the applicable Revolving Loans comprising that particular Borrowing. The failure of any Lender to make any applicable Revolving Loan on any Funding Date (any such Lender, prior to the cure of such failure, being hereinafter referred to as a "Defaulting Lender") shall not relieve any other Lender of its obligation hereunder to make an applicable a Revolving Loan on that Funding Date. No Lender shall be responsible for any other Lender’s 's failure to advance such other Lender’s Lenders' Pro Rata Share of any Borrowing.

Defaulting Lenders. Unless the Administrative Agent receives notice from a Lender on or prior to the Closing Date or, with respect to any Borrowing after the Closing Date, at least one Business Day prior to the date of such Borrowing, that such Lender will not make available as and when required hereunder to the Administrative Agent that such Lender’s Pro Rata Share of a such Borrowing, the Administrative Agent may assume that each such Lender has made such amount available to the Agent it in immediately available funds on the Funding Date. Furthermore, the Administrative Agent may, in reliance upon such assumption, make available to the Borrower Borrowers on such date a corresponding amount. If any Lender has not transferred its full Pro Rata Share to the Administrative Agent in immediately available funds, funds and if the Administrative Agent has transferred the a corresponding amount to the Borrower, Borrowers on the Business Day following such Funding Date such Date, the applicable Lender shall make such amount available to the Administrative Agent, together with interest at the Federal Funds Rate for that day. A notice by the Administrative Agent submitted to any Lender with respect to amounts owing shall be conclusive, absent manifest error. If each Lender’s full Pro Rata Share is transferred to the Administrative Agent as required, the amount transferred to the Administrative Agent shall constitute that such Lender’s applicable Revolving Loan or Term Loan, as applicable, for all purposes of this Agreement. If that any such amount is not transferred to the Administrative Agent on the Business Day following the Funding Date, the Administrative Agent will notify the Borrower Borrowers of such failure to fund and, upon demand by the Administrative Agent, the Borrower Borrowers shall pay such amount to the Administrative Agent for the Agent’s its account, together with interest thereon for each day elapsed since the date of such Borrowing, Borrowing at a rate per annum equal to the Interest Rate applicable at the time to the applicable Revolving Loans or Term Loans, as applicable, comprising that particular Borrowing. The failure of any Lender to make any applicable Loan on any Funding Date (any such Lender, prior to the cure of such failure, being referred to herein as a “Defaulting Lender”) shall not relieve any other Lender of its obligation hereunder to make an applicable a Loan on that such Funding Date. No Lender shall be responsible for any other Lender’s failure to advance such other Lender’s Lenders’ Pro Rata Share of any Borrowing.

Defaulting Lenders. Unless the Agent receives notice from a Lender on or prior to the Closing Date or, with respect to any Borrowing after the Closing Date, at least one (1) Business Day prior to the date of such Borrowing, that such Lender will not make available as and when required hereunder to the Agent that such Lender’s 's Pro Rata Share of a such Borrowing, the Agent may assume that each such Lender has made such amount available to the Agent in immediately available funds on the Funding Date. Furthermore, the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If any Lender has not transferred its full Pro Rata Share to the Agent in immediately available funds, funds and if the Agent has transferred the a corresponding amount to the Borrower, Borrower on the Business Day following such Funding Date such the applicable Lender shall make such amount available to the Agent, together with interest at the Federal Funds Rate for that day. A notice by the Agent submitted to any Lender with respect to amounts owing shall be conclusive, absent manifest error. If each Lender’s 's full Pro Rata Share is transferred to the Agent as required, the amount transferred to the Agent shall constitute that such Lender’s applicable 's Revolving Loan for all purposes of this Agreement. If that any such amount is not transferred to the Agent on the Business Day following the Funding Date, the Agent will notify the Borrower of such failure to fund and, upon demand by the Agent, the Borrower shall pay such amount to the Agent for the Agent’s 's account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the Interest Rate applicable CREDIT AGREEMENT - Page 73 at the time to the applicable Revolving Loans comprising that particular Borrowing. The failure of any Lender to make any applicable Revolving Loan on any Funding Date (any such Lender, prior to the cure of such failure, being hereinafter referred to as a "Defaulting Lender") shall not relieve any other Lender of its obligation hereunder to make an applicable a Revolving Loan on that such Funding Date. No Lender shall be responsible for any other Lender’s 's failure to advance such other Lender’s Lenders' Pro Rata Share of any Borrowing.

Defaulting Lenders. Unless Notwithstanding the occurrence or continuance of a Default or Event of Default or other failure of any condition in Article 8 to the making of Revolving Loans hereunder, unless Administrative Agent receives written notice from a Lender on or prior to the Closing Date or, with respect to any Borrowing after the Closing Date, at least one Business Day prior to the date of such Borrowing, that such Lender will not make available as and when required hereunder to the Administrative Agent that Lender’s 's Pro Rata Share of a Borrowing, the Administrative Agent may assume that each such Lender has made such amount available to the Administrative Agent in immediately available funds on the Funding Date. Furthermore, the Administrative Agent may, in reliance upon such assumption, make available to the Borrower Borrowers on such date a corresponding amount. If any Lender has not transferred its full Pro Rata Share to the Administrative Agent in immediately available funds, funds and the Administrative Agent has transferred the a corresponding amount to the BorrowerBorrowers, then on the Business Day following such Funding Date such that Lender shall make such amount available to the Administrative Agent, together with interest at the Federal Funds Rate for that day. A notice by the Administrative Agent submitted to any Lender with respect to amounts owing shall be conclusive, absent manifest error. If each a Lender’s 's full Pro Rata Share is transferred to the Administrative Agent as required, the amount transferred to the Administrative Agent shall constitute that such Lender’s applicable 's Revolving Loan for all purposes of this Agreement. If that amount is not transferred to the Administrative Agent on the Business Day following the Funding Date, the Administrative Agent will notify the Borrower Borrowers of such failure to fund and, upon demand by the Administrative Agent, the Borrower Borrowers shall pay such amount to the Administrative Agent for the Administrative Agent’s 's account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the Interest Rate applicable at the time to the applicable Revolving Loans comprising that particular Borrowing. The failure of any Lender to make any applicable Revolving Loan on any Funding Date (any such Lender, prior to the cure of such failure, being hereinafter referred to as a "Defaulting Lender") shall not relieve any other Lender of its obligation hereunder to make an applicable a Revolving Loan on that Funding Date. No Lender shall be responsible for any other Lender’s failure to advance such other Lender’s Pro Rata Share of any Borrowing.Funding

Defaulting Lenders. Unless the Administrative Agent receives notice from a Lender on or prior to the Closing Date or, with respect to any Borrowing after the Closing Date, at least one Business Day prior to the date of such Borrowing, that such Lender will not make available as and when required hereunder to the Administrative Agent that such Lender’s Pro Rata Share of a such Borrowing, the Administrative Agent may assume that each such Lender has made such amount available to the Administrative Agent in immediately available funds on the Funding Date. Furthermore, the Administrative Agent may, in reliance upon such assumption, make available to the Borrower Borrowers on such date a corresponding amount. If any Lender has not transferred its full Pro Rata Share to the Administrative Agent in immediately available funds, funds and if the Administrative Agent AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT — Page 118 has transferred the a corresponding amount to the Borrower, Borrowers on the Business Day following such Funding Date such Date, the applicable Lender shall make such amount available to the Administrative Agent, together with interest at the Federal Funds Rate for that day. A notice by the Administrative Agent submitted to any Lender with respect to amounts owing shall be conclusive, absent manifest error. If each Lender’s full Pro Rata Share is transferred to the Administrative Agent as required, the amount transferred to the Administrative Agent shall constitute that such Lender’s applicable Revolving Loan for all purposes of this Agreement. If that any such amount is not transferred to the Administrative Agent on the Business Day following the Funding Date, the Administrative Agent will notify the Borrower Borrowers of such failure to fund and, upon demand by the Administrative Agent, the Borrower Borrowers shall pay such amount to the Administrative Agent for the Administrative Agent’s account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the Interest Rate applicable at the time to the applicable Revolving Loans comprising that particular Borrowing. The failure of any Lender to make any applicable Revolving Loan on any Funding Date (any such Lender, prior to the cure of such failure, being referred to herein as a “Defaulting Lender”) shall not relieve any other Lender of its obligation hereunder to make an applicable a Revolving Loan on that such Funding Date. No Lender shall be responsible for any other Lender’s failure to advance such other Lender’s Lenders’ Pro Rata Share of any Borrowing.

Defaulting Lenders. Unless the Agent receives notice from a Lender on or prior to the Closing Date or, with respect to any Borrowing after the Closing Date, at least one Business Day prior to the date of such Borrowing, that such Lender will not make available as and when required hereunder to the Agent that Lender’s Pro Rata Share of a Borrowing, the Agent may assume that each such Lender has made such amount available to the Agent in immediately available funds on the Funding Date. Furthermore, the Agent may, in reliance upon such assumption, make available to the Borrower Loan Parties on such date a corresponding amount. If any Lender has not transferred its full Pro Rata Share to the Agent in immediately available funds, funds and the Agent has transferred the corresponding amount to the Borrower, Loan Parties on the Business Day following such Funding Date such that Lender shall make such amount available to the Agent, together with interest at the Federal Funds Rate for that day. A notice by the Agent submitted to any Lender with respect to amounts owing shall be conclusive, absent manifest error. If each Lender’s full Pro Rata Share is transferred to the Agent as required, the amount transferred to the Agent shall constitute that Lender’s applicable Revolving Loan for all purposes of this Agreement. If that amount is not transferred to the Agent on the Business Day following the Funding Date, the Agent will notify the Borrower Loan Parties of such failure to fund and, upon demand by the Agent, the Borrower Loan Parties shall pay such amount to the Agent for the Agent’s account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the Interest Rate applicable at the time to the applicable Revolving Loans comprising that particular Borrowing. The failure of any Lender to make any applicable Revolving Loan on any Funding Date (any such Lender, prior to the cure of such failure, being hereinafter referred to as a “Defaulting Lender”) shall not relieve any other Lender of its obligation hereunder to make an applicable a Revolving Loan on that Funding Date. No Lender shall be responsible for any other Lender’s failure to advance such other Lender’s Lenders’ Pro Rata Share of any Borrowing.

Defaulting Lenders. Unless the Administrative Agent receives notice from a Revolving Lender on or prior to the Closing Date or, with respect to any Borrowing after the Closing Date, at least one Business Day prior to the date of such Borrowing, that such Revolving Lender will not make available as and when required hereunder to the Administrative Agent that Revolving Lender’s 's Pro Rata Share of a Borrowing, the Administrative Agent may assume that each such Revolving Lender has made such amount available to the Administrative Agent in immediately available funds on the Funding Date. Furthermore, the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If any Revolving Lender has not transferred its full Pro Rata Share to the Administrative Agent in immediately available funds, funds and the Administrative Agent has transferred the a corresponding amount to the Borrower, applicable Borrower then on the Business Day following such Funding Date such that Revolving Lender shall make such amount available to the Administrative Agent, together with interest at the Federal Funds Rate for that day. A notice by the Administrative Agent submitted to any Revolving Lender with respect to amounts owing shall be conclusive, absent manifest error. If each Revolving Lender’s 's full Pro Rata Share is transferred to the Administrative Agent as required, the amount transferred to the Administrative Agent shall constitute that Revolving Lender’s applicable 's Revolving Loan for all purposes of this Agreement. If that amount is not transferred to the Administrative Agent on the Business Day following the Funding Date, the Administrative Agent will notify the applicable Borrower of such failure to fund and, upon demand by the Administrative Agent, the such Borrower shall pay such amount to the Administrative Agent for the Administrative Agent’s 's account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the Interest Rate applicable at the time to the applicable Revolving Loans comprising that particular Borrowing. The failure of any Revolving Lender to make any applicable Revolving Loan on any Funding Date (any such Revolving Lender, prior to the cure of such failure, being hereinafter referred to as a "Defaulting Lender") shall not relieve any other Revolving Lender of its obligation hereunder to make an applicable a Revolving Loan on that Funding Date. No Revolving Lender shall be responsible for any other Revolving Lender’s 's failure to advance such other Lender’s Revolving Lenders' Pro Rata Share of any Borrowing.

Defaulting Lenders. Unless the Administrative Agent receives notice from a Lender on or prior to the Closing Date or, with respect to any Borrowing after the Closing Date, at least one Business Day prior to the date of such Borrowing, that such Lender will not make available as and when required hereunder to the Administrative Agent that Lender’s Pro Rata Share of a Borrowing, the Administrative Agent may assume that each such Lender has made such amount available to the Administrative Agent in immediately available funds on the Funding Date. Furthermore, the Administrative Agent may, in reliance upon such assumption, make available to the any Borrower on such date a corresponding amount. If any Lender has not transferred its full Pro Rata Share to the Administrative Agent in immediately available funds, funds and the Administrative Agent has transferred the a corresponding amount to the Borrower, any Borrower on the Business Day following such Funding Date such that Lender shall make such amount available to the Administrative Agent, together with interest at the Federal Funds Rate for that day. A notice by the Administrative Agent submitted to any Lender with respect to amounts owing shall be conclusive, absent manifest error. If each Lender’s full Pro Rata Share is transferred to the Administrative Agent as required, the amount transferred to the Administrative Agent shall constitute that Lender’s applicable Revolving Loan for all purposes of this Agreement. If that amount is not transferred to the Administrative Agent on the Business Day following the Funding Date, the Administrative Agent will notify the Borrower Borrowers of such failure to fund and, upon demand by the Administrative Agent, the Borrower Borrowers shall pay such amount to the Administrative Agent for the Administrative Agent’s account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the Interest Rate applicable at the time to the applicable Revolving Loans comprising that particular Borrowing. The failure of any Lender to make any applicable Revolving Loan on any Funding Date (any such Lender, prior to the cure of such failure, being hereinafter referred to as a “Defaulting Lender”) shall not relieve any other Lender of its obligation hereunder to make an applicable a Revolving Loan on that Funding Date. No Lender shall be responsible for any other Lender’s failure to advance such other Lender’s Lenders’ Pro Rata Share of any Borrowing.

Defaulting Lenders. Unless the Agent receives notice from a Lender on or prior to the Closing Date or, with respect to any Borrowing after the Closing Date, at least one (1) Business Day prior to the date of such Borrowing, that such Lender will not make available as and when required hereunder to the Agent that such Lender’s 's Pro Rata Share Share, based upon its applicable Commitment, of a such Borrowing, the Agent may assume that each such Lender has made such amount available to the Agent in immediately available funds on the Funding Date. Furthermore, the Agent may, in reliance upon such assumption, make available to the Borrower Borrowers on such date a corresponding amount. If any Lender has not transferred its full Pro Rata Share Share, based upon its applicable Commitment, to the Agent in immediately available funds, funds and if the Agent has transferred the a corresponding amount to the Borrower, Borrowers on the Business Day following such Funding Date Date, such Lender shall make such amount available to the Agent, together with interest at the Federal Funds Rate for that day. A notice by the Agent submitted to any Lender with respect to amounts owing shall be conclusive, absent manifest error. If each Lender’s 's full Pro Rata Share Share, based upon its applicable Commitment, is transferred to the Agent as required, the amount transferred to the Agent shall constitute that such Lender’s applicable Loan 's Loans for all purposes of this Agreement. If that any such amount is not transferred to the Agent on the Business Day following the Funding Date, the Agent will notify the Borrower Borrowers of such failure to fund and, upon demand by the Agent, the Borrower Borrowers shall pay such amount to the Agent for the Agent’s 's account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the Interest Rate applicable at the time to the applicable Loans comprising that particular Borrowing. The failure of any Lender to make any applicable Loan Loans on any Funding Date (any such Lender, prior to the cure of such failure, being hereinafter referred to as a "Defaulting Lender") shall not relieve any other Lender of its obligation hereunder to make an applicable Loan Loans on that such Funding Date. No Lender shall be responsible for any other Lender’s 's failure to advance such other Lender’s 's Pro Rata Share Share, based upon its applicable Commitment, of any Borrowing.